SES S.A. entered into an agreement to acquire Reorganized ISA S.A. ?2.8 billion.
April 29, 2024
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SES S.A. (BDL:SESGL) entered into an agreement to acquire Reorganized ISA S.A. ?2.8 billion on April 30, 2024. The consideration consists of ?2.8 billion in cash and certain contingent value rights. The transaction will be financed from existing cash and equivalents, which stood at ?2.4 billion on March 31, 2024, and the issuance of new debt, including hybrid bonds. Additionally, SES will issue contingent value rights in respect of a portion of any potential future monetization of the combined collective usage rights for up to 100 MHz of C-band spectrum. Morgan Stanley and Deutsche Bank AG, Filiale Luxembourg are providing committed financing for the transaction. Prior to closing, both company?s existing management teams will maintain their focus on executing against their respective near-term business and financial objectives, as well as closing of the transaction. The combined SES will continue to be headquartered and domiciled in Luxembourg, while maintaining significant presence in the U.S., notably in the greater Washington, D.C. area. The Transaction is subject to Two-thirds majority of Intelsat shareholders approval, and Regulatory approvals required, primarily from authorities in U.K., E.U., and U.S. As of May 3, 2024, Fitch Ratings has placed the 'BB-' Long-Term Issuer Default Ratings (IDRs) of Intelsat S.A. and Intelsat Jackson Holdings S.A. (collectively, Intelsat), and all issue level ratings on Rating Watch Positive (RWP) as the acquisition's expectations will be a credit positive, given SES's (BBB/Stable) stronger financial and credit profile.The transaction is expected to close during the second half of 2025.
Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc, Guggenheim Securities acted as financial advisors to SES. Guggenheim Securities and Morgan Stanley & Co. LLC also rendered a fairness opinion to SES?s Board of Directors. Gibson, Dunn & Crutcher, Arendt & Medernach, Hogan Lovells, and Freshfields acted as legal advisors to SES. PJT Partners acted as a financial advisor to Intelsat and rendered a fairness opinion to the Intelsat S.A. Board of Directors. Robert Katz of Latham & Watkins LLP represented PJT Partners as financial advisor to Intelsat. Skadden, Arps, Slate, Meagher & Flom, and Elvinger Hoss Prussen acted as legal advisors to Intelsat. The transaction will be free cash flow accretive to SES from Year 1 and brings together two trusted operators with a combined gross contract backlog of ?9 billion. Andrew Bab and Jonathan Levitsky of Debevoise & Plimpton LLP is advising Guggenheim Securities and Morgan Stanley & Co. as financial advisors to SES S.A.
SES S.A. has a bold vision to deliver amazing experiences everywhere on earth by distributing the highest quality video content and providing seamless connectivity around the world. As the leader in global content connectivity solutions, SES S.A. operates the world's only multi-orbit constellation of satellites with the unique combination of global coverage and high performance, including the commercially proven, low-latency Medium Earth Orbit O3b system. By leveraging a vast and intelligent, cloud-enabled network, SES S.A. is able to deliver high-quality connectivity solutions anywhere on land, at sea or in the air, and is a trusted partner to the world's leading telecommunications companies, mobile network operators, governments, connectivity and cloud service providers, broadcasters, video platform operators and content owners.
SES S.A.'s video network carries over 6,400 channels and has an unparalleled reach of around 363 million households, delivering managed media services for both linear and non-linear content.
SES S.A. 
