LU false 0001525773 0001525773 2020-12-01 2020-12-01

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2020

 

 

INTELSAT S.A.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Grand Duchy of Luxembourg   001-35878   98-1009418

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

4 rue Albert Borschette

Luxembourg

Grand Duchy of Luxembourg

L-1246

(Address of principal executive offices)

+352 27-84-1600

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

ITEM 8.01.

OTHER EVENTS.

As previously disclosed, Intelsat Jackson Holdings S.A., a société anonyme organized under the laws of the Grand Duchy of Luxembourg (“Jackson”) and an indirect subsidiary of Intelsat S.A. (the “Company”), and Gogo Inc., a Delaware corporation (“Gogo”), previously entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) for the acquisition of Gogo’s commercial aviation business (the “Acquisition”). On December 1, 2020, Jackson completed the Acquisition pursuant to the terms of the Purchase and Sale Agreement.

A copy of the press release announcing the completion of the Acquisition is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The description of the Acquisition set forth above does not purport to be complete and is qualified in its entirety by reference to the Company’s Current Report on Form 8-K filed on September 1, 2020, including to the text of the Purchase and Sale Agreement, a copy of which was filed therewith as Exhibit 2.1.

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)

Exhibits

 

Exhibit
No.

  

Description

99.1    Press release, dated December 1, 2020.
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    INTELSAT S.A.
Date: December 1, 2020     By:  

/s/ Michelle Bryan

    Name:   Michelle Bryan
    Title:   Executive Vice President, General Counsel, Chief Administrative Officer & Secretary