Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page 2 of 13
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1
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NAME OF
REPORTING PERSON
SLP III Investment Holding S.à r.l.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Luxembourg
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
13,892,905
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
13,892,905
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,892,905
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☒
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
11.7%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page 3 of 13
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1
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NAME OF
REPORTING PERSON
Silver Lake Partners III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
13,892,905
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
13,892,905
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,892,905
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☒
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
11.7%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page 4 of 13
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1
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NAME OF
REPORTING PERSON
Silver Lake Technology Investors III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
13,892,905
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
13,892,905
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,892,905
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☒
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
11.7%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page 5 of 13
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1
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NAME OF
REPORTING PERSON
Silver Lake Technology Associates III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
13,892,905
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7
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SOLE DISPOSITIVE POWER
0
|
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8
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SHARED DISPOSITIVE POWER
13,892,905
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,892,905
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☒
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
11.7%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page 6 of 13
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1
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NAME OF
REPORTING PERSON
SLTA III (GP), L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
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5
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SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
13,892,905
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
13,892,905
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,892,905
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☒
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
11.7%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page 7 of 13
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1
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NAME OF
REPORTING PERSON
Silver Lake Group, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
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3
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SEC USE ONLY
|
4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
277,780
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6
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SHARED VOTING POWER
13,892,905
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7
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SOLE DISPOSITIVE POWER
277,780
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8
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SHARED DISPOSITIVE POWER
13,892,905
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,170,685
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10
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☒
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
11.9%
|
12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page 8 of 13
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Item 1(a). Name of Issuer:
Intelsat S.A. (the Issuer)
Item 1(b). Address of Issuers Principal Executive Offices:
4 rue Albert Borschette
Luxembourg
Grand-Duchy of
Luxembourg
L-1246
Item 2(a). Name of Person(s) Filing:
The persons filing this Schedule 13G are:
SLP III Investment Holding S.à r.l.,
Silver Lake Partners III, L.P.,
Silver Lake Technology Investors III, L.P.,
Silver Lake Technology Associates III, L.P.,
SLTA III (GP), L.L.C. and
Silver
Lake Group, L.L.C. (each, a Reporting Person and, together, the Reporting Persons).
Item 2(b). Address of Principal
Business Office or, if none, Residence:
For purposes of this Schedule 13G, the address of the principal business office of the
Reporting Persons is 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025.
Item 2(c). Citizenship:
See row 4 of the cover pages to this Schedule 13G.
Item 2(d). Title of Class of Securities:
This Schedule 13G relates to the Issuers common shares, nominal value $0.01 per share.
Item 2(e). CUSIP Number:
L5140P 101
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page 9 of 13
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Item 3. If this statement is filed pursuant to
§§240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
All ownership percentages assume that there are 119,000,000 common shares outstanding, based on the Issuers Report on Form
6-K
filed with the Securities and Exchange Commission on October 26, 2017.
The common shares
beneficially owned by each of the Reporting Persons include 13,892,905 common shares held of record by SLP III Investment Holding S.à r.l. The common shares beneficially owned by Silver Lake Group, L.L.C. also include 277,780 common shares it
holds directly.
The common shares held of record by SLP III Investment Holding S.à r.l. are beneficially owned by its shareholders
Silver Lake Partners III, L.P. (SLP) and Silver Lake Technology Investors III, L.P. (SLTI). Silver Lake Technology Associates III, L.P. (SLTA) serves as the general partner of each of SLP and SLTI and may be
deemed to beneficially own the shares directly owned by SLP and SLTI. SLTA III (GP), L.L.C. (SLTA GP) serves as the general partner of SLTA and may be deemed to beneficially own the shares directly owned by SLP and SLTI. Silver Lake
Group, L.L.C. (SLG) serves as the managing member of SLTA GP and may be deemed to beneficially own the shares directly owned by SLP and SLTI.
As a result of the Governance Agreement described in Item 8 below, each of the Reporting Persons may be deemed to beneficially own and share
voting power over certain common shares of the Issuer owned by the other Governance Shareholders (as defined below).
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(a)
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Amount beneficially owned:
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See row 9 of the cover sheet of each Reporting Person.
See row 11 of the cover sheet of each Reporting Person.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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See row 5 of the cover sheet of each Reporting
Person.
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(ii)
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Shared power to vote or to direct the vote:
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See row 6 of the cover sheet of each Reporting Person.
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(iii)
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Sole power to dispose or to direct the disposition of:
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See row 7 of the cover sheet of each
Reporting Person.
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(iv)
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Shared power to dispose or to direct the disposition of:
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See row 8 of the cover sheet of each
Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of
More than Five Percent on Behalf of Another Person.
Not applicable.
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page 10 of 13
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Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
The information set forth in Item 4 to this Schedule 13G is incorporated by reference.
On April 23, 2013, in connection with the initial public offering of the Issuer, SLP III Investment Holding S.à r.l. (the Silver Lake
Shareholder), Serafina S.A. (the BC Shareholder), Mr. David McGlade (collectively with the Silver Lake Shareholder and the BC Shareholder, the Governance Shareholders) and the Issuer entered into a governance
agreement (as amended from time to time, the Governance Agreement). Under the Governance Agreement, the Silver Lake Shareholder currently has the right to nominate one director for election to the Issuers board of directors
and the BC Shareholder currently has the right to nominate four directors for election to the Issuers board of directors. The Governance Agreement also provides that a majority of the directors then in office (or, if the board has
delegated such authority, the nomination or similar committee of the board) shall nominate the remaining directors for election to the board, one of whom shall be the Issuers executive chairman, who is currently Mr. McGlade, or if there
is no executive chairman, the Issuers chief executive officer. Under the Governance Agreement, each of the Governance Shareholders has agreed to vote all shares held by it in favor of the directors nominated under the terms of the
Governance Agreement and in furtherance of the removal of any directors by the BC Shareholder or the Silver Lake Shareholder under the terms of the Governance Agreement. Under the Governance Agreement, the Silver Lake Shareholder has certain
tag-along
rights on transfers by the BC Shareholder, and the BC Shareholder has drag-along rights with respect to the Silver Lake Shareholder under certain circumstances. The Governance Agreement is filed as an
exhibit hereto, and the foregoing summary is qualified in its entirety by the terms thereof.
Given the terms of the Governance Agreement, the Reporting
Persons, collectively with Serafina S.A. and certain related parties (collectively, the Serafina Parties) and Mr. McGlade, may be deemed to constitute a group that, as of the date hereof, collectively beneficially owns
approximately 81,061,743 common shares, or approximately 67.0%, of the Issuers outstanding common shares for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Act), assuming the conversion of
all outstanding vested equity awards held by Mr. McGlade that are vested or that will vest within the next 60 days. Each Reporting Person disclaims beneficial ownership of the common shares of the Issuer other than the shares directly held
by such Reporting Person. Pursuant to Rule
13d-1(k)(2)
under the Act, the Serafina Parties and Mr. McGlade are each filing separate Schedule 13Gs with respect to the common shares of the Issuer.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page 11 of 13
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: February 14, 2018
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SLP III INVESTMENT HOLDING S.A R.L.
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By:
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/s/ Stefan Lambert
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Name:
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Stefan Lambert
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Title:
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Manager
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By:
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/s/ Wolfgang Zettel
|
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Name:
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Wolfgang Zettel
|
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Title:
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Manager
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SILVER LAKE PARTNERS III, L.P.
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By:
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Silver Lake Technology Associates III, L.P., its general partner
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By:
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SLTA III (GP), L.L.C., its general partner
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By:
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Silver Lake Group, L.L.C., its sole member
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By:
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/s/ Karen M. King
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Name:
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Karen M. King
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Title:
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Managing Director and Chief Legal
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|
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Officer
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SILVER LAKE TECHNOLOGY INVESTORS III, L.P.
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By:
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Silver Lake Technology Associates III, L.P., its
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general partner
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By:
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SLTA III (GP), L.L.C., its general partner
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By:
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Silver Lake Group, L.L.C., its sole member
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By:
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/s/ Karen M. King
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Name:
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Karen M. King
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Title:
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Managing Director and
Chief Legal
Officer
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CUSIP No. L5140P 101
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SCHEDULE 13G
|
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Page 12 of 13
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SILVER LAKE TECHNOLOGY ASSOCIATES III, L.P.
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By:
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SLTA III (GP), L.L.C., its general partner
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By:
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Silver Lake Group, L.L.C., its sole member
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By:
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/s/ Karen M. King
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Name:
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Karen M. King
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Title:
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Managing Director and
Chief Legal
Officer
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SLTA III (GP), L.L.C.
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By:
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Silver Lake Group, L.L.C., its sole member
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By:
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/s/ Karen M. King
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Name:
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Karen M. King
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Title:
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Managing Director and
Chief Legal
Officer
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SILVER LAKE GROUP, L.L.C.
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By:
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/s/ Karen M. King
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Name:
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Karen M. King
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Title:
|
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Managing Director and
Chief Legal
Officer
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page 13 of 13
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Exhibit Index
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Exhibit 1.
|
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Joint Filing Agreement as required by Rule
13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 1 of Intelsat S.A.s Schedule 13G filed
by the Reporting Persons, File
No. 005-87961,
filed on February 14, 2014).
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Exhibit 2.
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Governance Agreement, dated as of April 23, 2013, by and among Intelsat S.A. and the shareholders of Intelsat S.A. party thereto (incorporated by reference to Exhibit 3.1 of Intelsat S.A.s Annual Report on Form
20-F,
File
No. 001-35878,
filed on February 20, 2014).
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Exhibit 3.
|
|
Amendment No. 1 to the Governance Agreement, dated as of February 20, 2015, by and among Intelsat S.A. and the shareholders of Intelsat S.A. party thereto (incorporated by reference to Exhibit 3.2 of Intelsat S.A.s
Annual Report on Form
20-F,
File
No. 001-35878,
filed on March 8, 2016).
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