Debt | Debt The carrying values and fair values of our notes payable and debt were as follows (in thousands): As of December 31, 2019 As of March 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Intelsat S.A.: 4.5% Convertible Senior Notes due June 2025 $ 402,500 $ 265,231 $ 402,500 $ 82,513 Unamortized prepaid debt issuance costs and discount on 4.5% Convertible Senior Notes (133,310) — (129,037) — As of December 31, 2019 As of March 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Total Intelsat S.A. obligations 269,190 265,231 273,463 82,513 Intelsat Luxembourg: 7.75% Senior Notes due June 2021 421,219 336,975 421,219 202,185 Unamortized prepaid debt issuance costs on 7.75% Senior Notes (1,257) — (1,045) — 8.125% Senior Notes due June 2023 1,000,000 590,000 1,000,000 190,000 Unamortized prepaid debt issuance costs on 8.125% Senior Notes (5,838) — (5,465) — 12.5% Senior Notes due November 2024 403,350 277,152 403,350 118,605 Unamortized prepaid debt issuance costs and discount on 12.5% Senior Notes (184,344) — (180,047) — Total Intelsat Luxembourg obligations 1,633,130 1,204,127 1,638,012 510,790 Intelsat Connect Finance: 9.5% Senior Notes due February 2023 1,250,000 865,625 1,250,000 431,250 Unamortized prepaid debt issuance costs and discount on 9.5% Senior Notes (27,741) — (25,833) — Total Intelsat Connect Finance obligations 1,222,259 865,625 1,224,167 431,250 Intelsat Jackson: 9.5% Senior Secured Notes due September 2022 490,000 562,275 490,000 534,100 Unamortized prepaid debt issuance costs and discount on 9.5% Senior Secured Notes (11,204) — (10,312) — 8% Senior Secured Notes due February 2024 1,349,678 1,380,046 1,349,678 1,282,194 Unamortized prepaid debt issuance costs and premium on 8% Senior Secured Notes (3,903) — (3,702) — 5.5% Senior Notes due August 2023 1,985,000 1,687,250 1,985,000 1,161,225 Unamortized prepaid debt issuance costs on 5.5% Senior Notes (8,723) — (8,170) — 9.75% Senior Notes due July 2025 1,885,000 1,729,488 1,885,000 1,178,125 Unamortized prepaid debt issuance costs on 9.75% Senior Notes (20,487) — (19,786) — 8.5% Senior Notes due October 2024 2,950,000 2,669,750 2,950,000 1,740,500 Unamortized prepaid debt issuance costs and premium on 8.5% Senior Notes (12,916) — (12,365) — Senior Secured Credit Facilities due November 2023 2,000,000 1,985,000 2,000,000 1,840,000 Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities (22,149) — (20,887) — Senior Secured Credit Facilities due January 2024 395,000 398,950 395,000 361,425 Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities (1,600) — (1,512) — 6.625% Senior Secured Credit Facilities due January 2024 700,000 712,250 700,000 644,000 Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities (2,832) — (2,677) — Total Intelsat Jackson obligations 11,670,864 11,125,009 11,675,267 8,741,569 Eliminations: 8.125% Senior Notes of Intelsat Luxembourg due June 2023 owned by Intelsat Jackson (111,663) (65,881) (111,663) (21,216) Unamortized prepaid debt issuance costs on 8.125% Senior Notes 652 — 610 — 12.5% Senior Notes of Intelsat Luxembourg due November 2024 owned by Intelsat Connect Finance, Intelsat Jackson and Intelsat Envision (403,245) (277,080) (403,245) (118,574) As of December 31, 2019 As of March 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Unamortized prepaid debt issuance costs and discount on 12.5% Senior Notes 184,296 — 180,001 — Total eliminations: (329,960) (342,961) (334,297) (139,790) Total Intelsat S.A. debt $ 14,465,483 $ 13,117,031 $ 14,476,612 $ 9,626,332 The fair value for publicly traded instruments is determined using quoted market prices, and the fair value for non-publicly traded instruments is based upon composite pricing from a variety of sources, including market leading data providers, market makers, and leading brokerage firms. Substantially all of the inputs used to determine the fair value of our debt are classified as Level 1 inputs within the fair value hierarchy under ASC 820, except for our senior secured credit facilities and our 2025 Convertible Notes, the inputs for which are classified as Level 2. Intelsat S.A. 2025 Convertible Notes In June 2018, we completed an offering of 15,498,652 Intelsat S.A. common shares, nominal value $0.01 per share (the “Common Shares Offering”), at a public offering price of $14.84 per common share, and we completed an offering of $402.5 million aggregate principal amount of the 2025 Convertible Notes. These notes are guaranteed by a direct subsidiary of Intelsat Luxembourg, Intelsat Envision. The net proceeds from the Common Shares Offering and 2025 Convertible Notes offering were used to repurchase approximately $600 million aggregate principal amount of Intelsat Luxembourg’s 7.75% Senior Notes due 2021 (the “2021 Luxembourg Notes”) in privately negotiated transactions with individual holders in June 2018. In connection with the repurchase of the 2021 Luxembourg Notes, we recognized a net gain on early extinguishment of debt of $22.1 million consisting of the difference between the carrying value of debt repurchased and the total cash amount paid (including related fees and expenses), together with a write-off of unamortized debt issuance costs. We used the remaining net proceeds of the Common Shares Offering and 2025 Convertible Notes offering for further repurchases of 2021 Luxembourg Notes and for other general corporate purposes, including repurchases of other tranches of debt of Intelsat S.A.’s subsidiaries. The 2025 Convertible Notes mature on June 15, 2025 unless earlier repurchased, converted or redeemed, as set forth in the 2025 Indenture. Holders may elect to convert their notes depending upon the trading price of our common shares and under other conditions set forth in the 2025 Indenture until December 15, 2024, and thereafter without regard to any conditions. The initial conversion rate is 55.0085 common shares per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $18.18 per common share, subject to customary adjustments, and will be increased upon the occurrence of specified events set forth in the 2025 Indenture. We may redeem the 2025 Convertible Notes at our option, on or after June 15, 2022, and prior to the forty-second scheduled trading day preceding the maturity date, in whole or in part, depending upon the trading price of our common shares as set forth in the optional redemption provisions in the 2025 Indenture or in the event of certain developments affecting taxation with respect to the 2025 Convertible Notes. Based on the closing price of our common shares of $1.53 on March 31, 2020, the if-converted value of the 2025 Convertible Notes did not exceed the aggregate principal amount. In accounting for the transaction, the 2025 Convertible Notes were separated into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component is $149.4 million, which is also recognized as a discount on the 2025 Convertible Notes and represents the value assigned to the conversion option which was determined by deducting the fair value of the liability component from the par value of the 2025 Convertible Notes. The $149.4 million equity component was included in additional paid-in capital on our condensed consolidated balance sheets as of both December 31, 2019 and March 31, 2020, and will not be remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount was recorded as a discount on the 2025 Convertible Notes and will be amortized to interest expense over the contractual term of the 2025 Convertible Notes at an effective interest rate of 13.0%. We incurred debt issuance costs of $12.7 million related to the 2025 Convertible Notes, which were allocated to the liability and equity components based on their relative values. Issuance costs attributable to the liability component were $7.3 million and will be amortized to interest expense using the effective interest method over the contractual term of the 2025 Convertible Notes. Issuance costs attributable to the equity component were netted against the equity component in additional paid-in capital. Interest expense related to the 2025 Convertible Notes was as follows (in thousands): Three Months Ended March 31, 2019 Three Months Ended March 31, 2020 Coupon interest $ 4,528 $ 4,528 Amortization of discount and prepaid debt issuance costs 3,754 4,273 Total interest expense $ 8,282 $ 8,801 Intelsat Jackson Senior Secured Credit Agreement and the Company and Certain of its Subsidiaries' Indentures The commencement of the Chapter 11 Cases constituted an immediate event of default under Intelsat Jackson’s secured credit agreement, dated as of January 12, 2011 (as amended, the “Intelsat Jackson Secured Credit Agreement”), as well as under the indentures governing certain of the Company and its subsidiaries’ senior secured notes and senior notes, resulting in the automatic and immediate acceleration of substantially all of our outstanding debt. Any efforts to enforce payment obligations related to the acceleration of our debt have been automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code. In addition, on April 27, 2020, our London Inter-Bank Offered Rate loans under the Intelsat Jackson Secured Credit Agreement were converted to Alternate Base Rate (“ABR”) loans. We expect to pay interest on the floating rate term loans under the Intelsat Jackson Secured Credit Agreement at the rate applicable to ABR loans. Debtor-in-Possession Financing Commitment Prior to the commencement of the Chapter 11 Cases, Intelsat Jackson entered into a Commitment Letter with certain Commitment Parties regarding a DIP Facility. See Note 15—Subsequent Events. |