공시 • Jul 17
SES S.A. (BDL:SESGL) completed the acquisition of Reorganized ISA S.A.
SES S.A. (BDL:SESGL) entered into an agreement to acquire Reorganized ISA S.A. for €3.2 billion on April 30, 2024. The consideration consists of €2.8 billion in cash and issue of 70.9 million 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. As of June 19, 2024, SES S.A. announces the successful syndication of a €3 billion equivalent acquisition of Intelsat S.A. Prior to the Intelsat deal announcement, Deutsche Bank AG and Morgan Stanley jointly had underwritten a €3 billion bridge facility to support SES’s financing requirements as part of the agreement to acquire Intelsat. This €3 billion bridge facility has been successfully syndicated now, with a highly oversubscribed level of commitments, to an international group of existing relationship and new banks in the form of a €2.1 billion bridge facility and $1 billion (€931 million) term loan. The CMA announced the launch of its merger inquiry by notice to the Parties on April 11, 2025, and has a deadline of June 12, 2025, for its phase 1 decision. As of May 14, 2025, The EU regulators will determine whether to approve the SES and Intelsat scheme by June 10, 2025, or to initiate a more detailed examination. As of May 29, 2025, the CMA has decided on the information currently available to it, not to refer the above merger to a phase 2 investigation under the provisions of the Enterprise Act 2002. As of June 9, 2025, The European Commission is expected to grant unconditional approval to SES acquisition of satellite operator Intelsat. As of June 10, 2025, European Commission unconditionally approved the transaction. On July 11, 2025, the Federal Communication Commission has approved the transaction. In this Memorandum Opinion and Order, the Space Bureau (SB), Wireless Telecommunications Bureau (WTB), and Office of Engineering Technology (OET) approve the applications filed by SES S.A. (SES) and Intelsat S.A. for consent to transfer control of licenses held by Intelsat and its subsidiaries to SES.
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. Micah Kegley, Richard L. Oliver of 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. (BDL:SESGL) completed the acquisition of Reorganized ISA S.A. on July 17, 2025.