Intelsat S.A. Intelsat S.A. – Further to Agreement of Amended Plan Support Agreement, Satellite Giant Files Amended Plan and Disclosure Statement, Now Looks to Emerge (Privately Held) by Year End Minus $8bn of Debt

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August 24, 2021 – The Debtors filed an Amended Chapter 11 Plan and a related Disclosure Statement, with each attaching redlines showing changes from the version filed on February 12, 2021 [Docket Nos. 2692 and 2693, respectively]. 

In a press release (see also also 8-K on PSA and which attaches cleansing materials) announcing the filing of the Plan, the Debtors stated, “Intelsat S.A. (OTC: INTEQ), operator of the world’s largest and most advanced integrated satellite and terrestrial network, today announced that it has achieved the support of key creditor groups across the capital structure on the terms of a comprehensive financial restructuring that would reduce the Company’s debt by more than half – from nearly $15 billion to $7 billion – and position the Company for long-term success.

The Company has filed an Amended Plan of Reorganization in its Chapter 11 proceedings pending before the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, accompanied by an explanatory Disclosure Statement. The Amended Plan has the support of holders of approximately $11 billion, or nearly 75%, of the Company’s funded debt. These supporting creditors have executed a Plan Support Agreement that binds their support for the Company’s Amended Plan.

Today’s filings and the widespread consensus in support of the Amended Plan help to achieve completion of the financial restructuring process and the Company’s emergence from Chapter 11 by the end of 2021. The Amended Plan provides that Intelsat will emerge as a private company, with the support of new equity owners, to best advance its strategic objectives and accelerate its growth trajectory, with a path to becoming publicly traded again at some point in the next five years.”

The PSA commits the Debtors to have obtained Plan confirmation and then Plan effectiveness within 120 and 180 days of August 24, 2021, respectively.

Overview of Plan

The Amended Disclosure Statement [Docket No. 2693] providess, “The Amended Plan provides for the reorganization of the Debtors as a going concern with a deleveraged capital structure and sufficient liquidity to fund the Debtors’ post-emergence Business Plan and continue clearing activities to enable the Debtors to be eligible for the Accelerated Relocation Payments.

Specifically, the Amended Plan provides the Debtors with a New Capital Structure consisting of $7.125 billion in New Debt, which may include New Term Loans and New Notes that may be fully backstopped by the Backstop Parties.

Pursuant to and in accordance with the Amended Plan Support Agreement and Amended Plan, upon consummation of the Restructuring Transactions, the Debtors will fully repay the DIP Facility with proceeds from the New Debt. The Equity Issuer will issue 96.0 percent of the authorized but unissued New Common Stock to Holders of Allowed Jackson Unsecured Claims and 4.0 percent to Holders of ICF Unsecured Claims, each subject to dilution in accordance with Dilution Principles. The Equity Issuer will also issue 100.0 percent of the Series A Warrants and approximately 46.4 percent of the Series B Warrants to Holders of ICF Unsecured Claims, approximately 6.3 percent of the Series B Warrants to Holders of S.A. Unsecured Claims, and approximately 47.3 percent of the Series B Warrants to Holders of Envision Unsecured Claims. Any New Common Stock issued upon the exercise of the New Warrants shall be subject to dilution pursuant to the Dilution Principles. The CVR Issuer will issue 100 percent of the Series A CVRs and 67.5 percent of the Series B CVRs to Holders of Jackson Unsecured Claims, and 32.5 percent of the Series B CVRs to the Holders of ICF Unsecured Claims.

The Amended Plan Support Agreement attached hereto as Exhibit G also includes agreement on a standstill on the prosecution of such Guarantee Claims by and among each of the Parent Guarantors (as defined herein), the Jackson Crossover Ad Hoc Group, and the HoldCo Creditor Ad Hoc Group.

Additionally, the Amended Plan contains customary release, exculpation, and injunction provisions, which will facilitate the Debtors’ successful reorganization by providing certainty in connection with the Amended Plan to the Reorganized Debtors and each of the Debtors’ stakeholders.

In the event that the Plan is not confirmed as to Holdings SARL and/or Intelsat S.A. (a “Plan Toggle Event”), the Debtors shall immediately seek, and the Parties to the Amended Plan Support Agreement shall support, the Confirmation of the “Non-TopCo Plan” without the need to resolicit votes on the Non-TopCo Plan. Upon conversion to the Non-TopCo Plan, all references in the Amended Plan to the “Plan” and any references herein to the “Amended Plan” shall be deemed to refer to the Non-TopCo Plan. Any references to the Debtors shall be deemed to refer to all of the Debtors other than whichever (or both) of Intelsat S.A. and Holdings SARL that a Plan Toggle Event occurs with respect to. The Non-TopCo Plan shall be consistent in all respects with the terms of the Amended Plan (including, for the avoidance of doubt, the treatment of Claims provided under the Plan for all classes of creditors other than creditors of Holdings SARL and/or Intelsat S.A.). The Non-TopCo Plan may differ from the Amended Plan as required to remove Holdings SARL and/or Intelsat S.A. from the Amended Plan and which shall (unless waived in accordance with the Amended Plan Support Agreement) still require that the Settlement Agreement Order be entered as a condition precedent to confirmation of the Non-TopCo Plan, and otherwise be in form and substance reasonably acceptable to the Debtors and the Required Consenting Unsecured Creditors. The Debtors believe that the Amended Plan (including the Non-TopCo Plan, if applicable) is in the best interests of the Debtors’ estates, and represents the best path forward at this time….”

The following is an amended summary of classes, claims, voting rights and expected recoveries showing changes in bold (defined terms are as defined in the Plan and/or Disclosure Statement):

  • Class A1 (“Other Secured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The aggregate amount of claims is $22,486,945 and the estimated recovery is 100%.  As described in greater detail below, SES has filed a proof of claim against each of the Debtors in the amount of $1.8 billion. SES asserts, among other things, that the Debtors owe or will owe SES approximately $420 million from the Accelerated Relocation Payments that the Debtors are eligible to receive. SES has further argued that it is entitled to punitive damages of three times the $420 million of compensatory damages allegedly owed. The Debtors believe these arguments are without merit but reflect the impact on recoveries if such arguments were successful for illustrative purposes only.
  • Class A2 (“Other Priority Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The aggregate amount of claims is $1,098 and the estimated recovery is 100%.
  • Class A3 (“Debtor Intercompany Claims”) is impaired/unimpaired, deemed to accept/reject and not entitled to vote on the Plan. The aggregate amount of claims is $18,536,061,882 and the estimated recovery is N/A. Each Allowed Debtor Intercompany Claim shall, at the option of the Debtors (with the consent of the Required Consenting Jackson Crossover Group Members and, solely if such Claim is against a HoldCo, the Required Consenting HoldCo Creditors), either on or after the Effective Date,
  • Class A4 (“Non-Debtor Intercompany Claims”) is impaired/unimpaired, deemed to reject/accept and not entitled to vote on the Plan. The aggregate amount of claims is $52,723,938 and the estimated recovery is N/A.
  • Class A5 (“Intercompany Interests”) is impaired/unimpaired, deemed to reject/accept and not entitled to vote on the Plan.
  • Class A6 (“Term Loan Facility Claims”) is impaired and entitled to vote on the Plan. The estimated amount of claims is $3,095,000,000 and estimated recovery is 99.67%. Term Loan Facility Claims Settlement; provided, however, for the avoidance of doubt, no distributions to Holders of Allowed Term Loan Facility Claims shall be made out of the deposit accounts of the HoldCos.
  • Class A7 (“8.00% First Lien Notes Claims”) is impaired and entitled to vote on the Plan. The estimated amount of claims is $1,380,371,550 and estimated recovery is 99.49%. Holder of an Allowed 8.00% First Lien Notes Claim agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed 8.00% First Lien Notes Claim, each Holder of an Allowed 8.00% First Lien Notes Claim shall receive payment in full in Cash of its Pro Rata share of (x) the full amount of all 8.00% First Lien Notes Claims as compromised in accordance with the Secured Creditor if the Secured Creditor Settlement Order has been entered and remains in effect as of the Effective Date, subject to recoupment and reduction, or supplementation and increase, in the payment of the amounts specified in clause (iii) below in the event and to the extent of entry of a subsequent Final Order inconsistent with the Secured Creditor Settlement Order, or (y) as otherwise set forth in a Final Order, if the Secured Creditor Settlement Order has not been entered or does not remain in effect as of the Effective Date; provided, however, that for the avoidance of doubt, to the extent the Secured Creditor Settlement Order has not been entered as of the Effective Date or does not remain in effect as of the Effective Date (or is vacated or reversed after the Effective Date pursuant to a Final Order), the Plan shall be deemed to be amended so as to treat the Holders of Allowed 8.00% First Lien Notes Claims as Unimpaired and the Holders of Allowed 8.00% First Lien Notes Claims shall receive payment in full, in Cash of: (i) the full outstanding principal amount; (ii) any accrued and unpaid interest on the principal amount through the Effective Date at the contractual rate; and (iii) such additional amounts (including any premium or makewhole amounts and any contractual or other interest thereon), if any, as may be determined in a Final Order sufficient to render the 8.00% First Lien Notes Claims Unimpaired (and, for the avoidance of doubt, all parties’ (other than the Debtors and the Reorganized Debtors) rights in respect of the additional amounts necessary to render the 8.00% First Lien Notes Claims Unimpaired shall be expressly reserved and preserved), with the payment of the amounts specified in clauses (i) and (ii) to occur on the Effective Date and the payment of the amounts specified in clause (iii) to occur as soon as practicable after entry of the Final Order; provided, further, however, that in no event shall the amounts specified in clauses (i) and (ii) be subject to recoupment and reduction, or supplementation and increase; provided, further, however, for the avoidance of doubt, no distributions to Holders of Allowed 8.00% First Lien Notes Claims shall be made out of the deposit accounts of the HoldCos.
  • Class A8 (“9.50% First-Lien Notes Claims”) is impaired and entitled to vote on the Plan. The estimated amount of claims is $608,879,106 and estimated recovery is 95.51%. Holder of an Allowed 9.50% First Lien Notes Claim agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed 9.50% First Lien Notes Claim, each Holder of an Allowed 9.50% First Lien Notes Claim shall receive payment in full in Cash of its Pro Rata share of (x) the full amount of all 9.50% First Lien Notes RecoveryClaims as compromised in accordance with the Secured Creditor Settlement. if the Secured Creditor Settlement Order has been entered and remains in effect as of the Effective Date, subject to recoupment and reduction, or supplementation and increase, in the payment of the amounts specified in clause (iii) below in the event and to the extent of entry of a subsequent Final Order inconsistent with the Secured Creditor Settlement Order, or (y) as otherwise set forth in a Final Order, if the Secured Creditor Settlement Order has not been entered or does not remain in effect as of the Effective Date; provided, however, that for the avoidance of doubt, to the extent the Secured Creditor Settlement Order has not been entered as of the Effective Date or does not remain in effect as of the Effective Date (or is vacated or reversed after the Effective Date pursuant to a Final Order), the Plan shall be deemed to be amended so as to treat the Holders of Allowed 9.50% First Lien Notes Claims as Unimpaired and the Holders of Allowed 9.50% First Lien Notes Claims shall receive payment in full, in Cash of: (i) the full outstanding principal amount; (ii) any accrued and unpaid interest on the principal amount through the Effective Date at the contractual rate; and (iii) such additional amounts (including any premium or makewhole amounts and any contractual or other interest thereon), if any, as may be determined in a Final Order sufficient to render the 9.50% First Lien Notes Claims Unimpaired (and, for the avoidance of doubt, all parties’ (other than the Debtors and the Reorganized Debtors) rights in respect of the additional amounts necessary to render the 9.50% First Lien Notes Claims Unimpaired shall be expressly reserved and preserved), with the payment of the amounts specified in clauses (i) and (ii) to occur on the Effective Date and the payment of the amounts specified in clause (iii) to occur as soon as practicable after entry of the Final Order; provided, further, however, that in no event shall the amounts specified in clauses (i) and (ii) be subject to recoupment and reduction, or supplementation and increase; provided, further, however, for the avoidance of doubt, no distributions to Holders of Allowed 9.50% First Lien Notes Claims shall be made out of the deposit accounts of the HoldCos.
  • Classes B1 through I1 (“Unsecured Claims) are impaired and entitled to vote on the Plan. The recovery and treatment for each of these classes is as follows:
    • The estimated amount of Class B1 Jackson Unsecured Claims is $7,057,077,327 and estimated recovery is 11.20%. Projected Amount of Claims If SES Is Successful in Prosecuting Each of Its $1.8 Billion Claims: The estimated amount of claims is $8,868,716, 560 and estimated recovery is 6.18%. Each Holder will receive its share of the Jackson Unsecured Recovery.
    • The estimated amount of Class C1 Jackson Subsidiaries Unsecured Claims is $7,151,305,565 and estimated recovery is 44.77%. Projected Amount of Claims for SES is $8,962,944,798 and estimated recovery is 35.83%. Each Holder will receive its share of the Jackson Unsecured Recovery
    • The estimated amount of Class D1 ICF Unsecured Claims is $1,298,821,049 and estimated recovery is 22.54%. Projected Amount of Claims for SES is $3,110,460,282 and estimated recovery is 14.90%. Each Holder will receive its share of the ICF Unsecured Recovery.
    • The estimated amount of Class E1 Envision Unsecured Claims is $1,708,765,694 and estimated recovery is 4.29%. Projected Amount of Claims for SES is $3,520,404,927 and estimated recovery is 3.15%. Each Holder will receive its share of the Envision Unsecured Recovery.
    • The estimated amount of Class F1 LuxCo Unsecured Claims is $2,655,689,106 and estimated recovery is 0.04%FN Projected Amount of Claims for SES is $4,467,328,339 and estimated recovery is 0.03%. Each Holder will receive its share of the LuxCo Unsecured Recovery. FN: The estimated Allowed Unsecured Claims Against LuxCo include Claims held by Holders of Connect Senior Notes. Recoveries to Holders of Unsecured Claims Against LuxCo exclude any recoveries on account of the Connect Senior Notes and there shall be no distribution of any portion of the LuxCo Unsecured Recovery on account of Connect Senior Notes Claims Against LuxCo.
    • The estimated amount of Class G1 Intelsat Investments S.A. Unsecured Claims is $0 and estimated recovery is NA%. Projected Amount of Claims for SES is $1,811,639,233 and estimated recovery is 0.02%. Each Holder will receive its share of the Intelsat Investments Unsecured Recovery.
    • The estimated amount of Class H1 Intelsat Holdings S.A. Unsecured Claims is $0 and estimated recovery is NA%. Projected Amount of Claims for SES is $1,811,639,233 and estimated recovery is 0.00%. Each Holder will receive its share of the Holdings Unsecured Recovery.
    • The estimated amount of Class I1 Intelsat Investment Holdings S.a.r.l. Unsecured Claims is $0 and estimated recovery is NA%. Projected Amount of Claims for SES is $1,811,639,233 and estimated recovery is 0.00%. Each Holder will receive its share of the Holdings SARL Unsecured Recovery.
    • I2 (“TopCo Guarantee Claims”) is impaired and entitled to vote on the Plan. Except to the extent that a Holder of an Allowed TopCo Guarantee Claim against Holdings SARL agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each TopCo Guarantee Claim against Holdings SARL, each Holder of an Allowed TopCo Guarantee Claim against Holdings SARL shall receive its Pro Rata share of the Holdings SARL Unsecured Recovery.
  • Class J1 (“Intelsat S.A. Unsecured Claims”) is impaired and entitled to vote on the Plan. The estimated amount of claims is $410, 061,305 and estimated recovery is 6.88%. Projected Amount of Claims for SES is $2,221,700,538 and estimated recovery is 2.29%. Each Holder will receive its share of the S.A. Unsecured Recovery.
  • Class J2 (“TopCo Guarantee Claims”) is impaired and entitled to vote on the Plan. The estimated amount of claims is N/A and estimated recovery is N/A%. Each Holder will receive its share of the S.A. TopCo Guarante Recovery. 
  • Class J3 (“Intelsat S.A. Interests”) is impaired and deemed to reject and not entitled to vote on the Plan.

The following documents were attached to the Disclosure Statement:

  • Exhibit A: Amended Plan of Reorganization
  • Exhibit B: Corporate Structure of the Debtors
  • Exhibit C: Liquidation Analysis
  • Exhibit D: Financial Projections
  • Exhibit E: Valuation Analysis
  • Exhibit F: Plan Allocation of Distributable Value by Debtor
  • Exhibit G: Amended Plan Support Agreement

Events Leading to the Chapter 11 Filing

In a declaration in support of the Chapter 11 filing (the “Tolley Declaration”) [Docket No. 6], David Tolley, the Debtors’ Executive Vice President,Chief Financial Officer,and Co-Chief Restructuring Officer, detailed the events leading to the Debtors’ Chapter 11 filing.

The Tolley Declaration provides: “The Debtors have commenced these cases to efficiently access capital and engage with stakeholders through a chapter 11 process. The Debtors require this capital to meet two unexpected, external challenges that have recently arisen. Specifically, the Debtors require sufficient capital to (a) comply with the FCC’s February 28,2020 order to “clear” operations from the 3700–4000 MHz radio frequency spectrum and obtain up to $4.87 billion in Accelerated Relocation Payments, and (b)address the significant reduction in revenue and cash flow associated with the ongoing COVID-19 pandemic.

Prepetition Indebtedness

As of the Petition date, the Debtors had approximately $14.8bn of third-party funded debt obligations, with an annual interest expense of approximately $1.13bn. The following simplified organizational chart and table depicts the Debtors’ prepetition capital structure as of the Petition Date:

Liquidation Analysis [See Disclosure Statement Exhibit C, Docket No. 2693]

The following table compares estimated Amended Plan versus Liquidation recoveries by Amended Plan class: 

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