SES-Intelsat Transaction Deal Terms and Frequently Asked Questions

SES Acquires Intelsat – Key Deal Terms

SES will pay Intelsat $3.1 billion in cash, plus CVRs

➤ CVR: “contingent value right” providing for payment to Intelsat shareholders in the future, if combined company sells additional C-band spectrum within 7.5 years post closing

➤ Intelsat shareholders would receive 42.5% of spectrum-sale proceeds

Approvals required:

➤ Two-thirds majority of Intelsat shareholders must approve (73% already signed support agreements)

➤ Regulatory approvals required, primarily from authorities in U.K., E.U., and U.S.

Deal structure

➤ Intelsat Holdings (operating business) sold to SES

➤ Intelsat S.A. receives payment, distributes to share/warrant holders, then liquidates

➤ Target transaction close is 18 months (Oct. 2025); can extend by 6 months if needed

Frequently Asked Questions

Why is SES the right partner for Intelsat?

The transaction with SES makes great economic and strategic sense for Intelsat stakeholders and is in the best interests of the company and the market. We consider the transaction to be a force multiplier for continued change that will positively impact all our stakeholders.

➤ The combined company will be in a better position to compete more effectively in the long term against well-financed market disruptors as well as other established players.

➤ We will have access to even deeper pools of capital to accelerate our initiatives.

➤ It is an exciting opportunity for us to put in place a vital link in our multi-orbit strategy, giving us the opportunity to advance our critical MEO work.

➤ We have highly complementary offerings and capabilities that will serve our customers and employees well once we integrate our organizations and deliver meaningful financial and operational synergies.

How does this transaction impact the competitive landscape?

➤ The competitive landscape has changed dramatically in recent years, and change is accelerating as well-financed competitors disrupt the market. Combining Intelsat’s and SES’s complementary capabilities to offer truly multi-orbit, multi-band managed service solutions will strengthen our competitive position against market disruptors and other new entrants.

➤ We are creating a more competitive enterprise capable of offering a broader and deeper portfolio of products and services than either company could offer alone to customers.

➤ It will enable the combined entity to leverage the strengths of their multi-orbit constellations, invest more in new terminal technology, and integrate more fully into the software-defined network environment.

➤ With a stronger combined financial position, the combined company will have the flexibility to invest in more innovative services and products, further stimulating a healthy competitive environment and benefiting customers.

➤ Additionally, a stronger combined company that is better positioned to invest will result not only in benefits for customers but also in more opportunities for our suppliers and a healthier industrial base. So, this transaction is not only good for competition within the satellite communications sector but also within the space industry’s vendor ecosystem.

How will Intelsat customers benefit?

➤ We are creating a more competitive enterprise capable of offering a broader and deeper portfolio of products and services than either company could offer alone to customers across all vertical segments.

➤ It will enable the larger entity to leverage the strengths of our multi-orbit constellations, invest more in new terminal technology, and integrate more fully into the software-defined environment of terrestrial networks.

➤ With a stronger combined financial position, the combined company will have the flexibility to invest in more innovative services and products, further stimulating a healthy competitive environment and benefitting customers.

➤ Additionally, a stronger combined company that is better positioned to invest will result not only in benefits for customers but also in more opportunities for our suppliers and a healthier industrial base. So, this transaction is not only good for competition within the satellite communications sector, but also within the space industry’s vendor ecosystem.

The transaction does not impact our commitment to deliver on our existing contract obligations or our strategic commitment to partner with our key customers.

Didn’t you just announce a deal with Eutelsat? How does this announcement impact existing partnerships?

Our partnerships with other industry leaders are fundamental to our multi-orbit strategy and offerings – and they are evidence of the strength of our business and the strong relationships we have built. We are excited to continue to leverage opportunities for collaboration where beneficial and do not expect this to change. We are confident that the agreement we recently reached with Eutelsat will continue to benefit both companies.

How do Intelsat’s owners currently view the business?

At the time of our exit from our financial restructuring in February 2022, when a group of our former creditors became our owners, we committed to a financial transaction that would allow them to monetize their investment within five years. This transaction is a terrific endorsement of both the Intelsat strategy and the value we have created through our business transformation. SES wants to combine with Intelsat because of the success created by the Intelsat team over the past two years.

Does the announcement signal the end of Intelsat as a standalone company?

We’ve had an extremely successful 60-year history and have left our mark on the industry. While we’re proud of this legacy, we’ve always looked ahead and are excited to begin this next chapter.