Debt | Debt As discussed in Note 2—Chapter 11 Proceedings, Ability to Continue as a Going Concern and Other Related Matters, the filing of the Chapter 11 Cases constituted an event of default that accelerated substantially all of our obligations under the documents governing the prepetition existing indebtedness of Intelsat S.A., Intelsat Luxembourg, Intelsat Connect and Intelsat Jackson. As such, we have reclassified all such debt obligations, other than debt subject to compromise, to current portion of long-term debt on our condensed consolidated balance sheet as of September 30, 2020. While the Chapter 11 Cases are pending, the Debtors do not anticipate making interest payments due under their respective unsecured debt instruments; however, the Debtors expect to make monthly interest payments on their senior secured debt instruments pursuant to the adequate protection requirements under the DIP Order. The carrying values and fair values of our notes payable and debt were as follows (in thousands): As of December 31, 2019 As of September 30, 2020 Carrying Value Fair Value Carrying Value Fair Value Intelsat S.A.: 4.5% Convertible Senior Notes due June 2025 (1) $ 402,500 $ 265,231 $ 402,500 $ 128,800 Unamortized prepaid debt issuance costs and discount on 4.5% Convertible Senior Notes (133,310) — — — Total Intelsat S.A. obligations 269,190 265,231 402,500 128,800 Intelsat Luxembourg: 7.75% Senior Notes due June 2021 (1) 421,219 336,975 421,219 14,743 Unamortized prepaid debt issuance costs on 7.75% Senior Notes (1,257) — — — 8.125% Senior Notes due June 2023 (1) 1,000,000 590,000 1,000,000 35,000 Unamortized prepaid debt issuance costs on 8.125% Senior Notes (5,838) — — — 12.5% Senior Notes due November 2024 (1) 403,350 277,152 403,350 50,536 Unamortized prepaid debt issuance costs and discount on 12.5% Senior Notes (184,344) — — — Total Intelsat Luxembourg obligations 1,633,130 1,204,127 1,824,569 100,279 Intelsat Connect Finance: 9.5% Senior Notes due February 2023 (1) 1,250,000 865,625 1,250,000 375,000 Unamortized prepaid debt issuance costs and discount on 9.5% Senior Notes (27,741) — — — Total Intelsat Connect Finance obligations 1,222,259 865,625 1,250,000 375,000 Intelsat Jackson: 9.5% Senior Secured Notes due September 2022 490,000 562,275 490,000 531,650 Unamortized prepaid debt issuance costs and discount on 9.5% Senior Secured Notes (11,204) — (8,459) — 8% Senior Secured Notes due February 2024 1,349,678 1,380,046 1,349,678 1,368,236 As of December 31, 2019 As of September 30, 2020 Carrying Value Fair Value Carrying Value Fair Value Unamortized prepaid debt issuance costs and premium on 8% Senior Secured Notes (3,903) — (3,286) — 5.5% Senior Notes due August 2023 (1) 1,985,000 1,687,250 1,985,000 1,230,700 Unamortized prepaid debt issuance costs on 5.5% Senior Notes (8,723) — — — 9.75% Senior Notes due July 2025 (1) 1,885,000 1,729,488 1,885,000 1,232,319 Unamortized prepaid debt issuance costs on 9.75% Senior Notes (20,487) — — — 8.5% Senior Notes due October 2024 (1) 2,950,000 2,669,750 2,950,000 1,902,750 Unamortized prepaid debt issuance costs and premium on 8.5% Senior Notes (12,916) — — — Senior Secured Credit Facilities due November 2023 2,000,000 1,985,000 2,000,000 1,980,000 Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities (22,149) — (18,290) — Senior Secured Credit Facilities due January 2024 395,000 398,950 395,000 391,050 Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities (1,600) — (1,331) — 6.625% Senior Secured Credit Facilities due January 2024 700,000 712,250 700,000 707,000 Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities (2,832) — (2,359) — Superpriority Secured DIP Credit Facilities due July 2021 — — 500,000 505,625 Total Intelsat Jackson obligations 11,670,864 11,125,009 12,220,953 9,849,330 Eliminations: 8.125% Senior Notes of Intelsat Luxembourg due June 2023 owned by Intelsat Jackson (1) (111,663) (65,881) (111,663) (3,908) Unamortized prepaid debt issuance costs on 8.125% Senior Notes 652 — — — 12.5% Senior Notes of Intelsat Luxembourg due November 2024 owned by Intelsat Connect, Intelsat Jackson and Intelsat Envision (1) (403,245) (277,080) (403,245) (50,522) Unamortized prepaid debt issuance costs and discount on 12.5% Senior Notes 184,296 — — — Total eliminations: (329,960) (342,961) (514,908) (54,430) Total Intelsat S.A. debt 14,465,483 13,117,031 15,183,114 10,398,979 Less: current portion of long-term debt — — 5,400,953 5,483,561 Less: debt included in liabilities subject to compromise — — 9,782,161 4,915,418 Total Intelsat S.A. long-term debt $ 14,465,483 $ 13,117,031 $ — $ — (1) In connection with the Chapter 11 Cases, these balances have been reclassified as liabilities subject to compromise in our condensed consolidated balance sheet as of September 30, 2020. As of April 15, 2020, the Company ceased making principal and interest payments, and as of May 13, 2020 ceased accruing interest expense in relation to this long-term debt that was reclassified as liabilities subject to compromise. Further, $197.0 million of debt discount, premium and issuance costs related to these notes was included within reorganization items in the condensed consolidated statements of operations for the nine months ended September 30, 2020. 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 Jackson Superpriority Secured Debtor-in-Possession Term Loan Facility On June 17, 2020 (the “Closing Date”), the DIP Debtors and DIP Lenders entered into the DIP Credit Agreement, a non-amortizing multiple draw superpriority secured debtor-in-possession term loan facility, in an aggregate principal amount of $1.0 billion, on the terms and conditions set forth therein. See Note 2—Chapter 11 Proceedings, Ability to Continue as a Going Concern and Other Related Matters. Intelsat Jackson borrowed $500.0 million of term loans under the DIP Facility on the Closing Date. Under the DIP Facility, Intelsat Jackson may, at its sole discretion, make incremental draws of the lesser of $250.0 million and the remaining available commitments of the DIP Lenders. Drawn amounts under the DIP Facility bear interest at either (i) 4.50% per annum plus a base rate of the highest of (a) the Federal Funds Effective Rate plus ½ of 1.00%, (b) the Prime Rate as in effect on such day and (c) the London Inter-Bank Offered Rate (“LIBOR Rate”) for a one-month interest period on such day (or if such day is not a business day, the immediately preceding business day) plus 1.00% or (ii) 5.50% plus the LIBOR Rate. For purposes of the DIP Facility, the LIBOR Rate has an effective floor rate of 1.0%. Undrawn amounts under the DIP Facility shall be subject to a ticking fee of 3.6% of the amount of commitments of the DIP Lenders from the entry of the DIP Order until such commitments terminate, which ticking fee shall be payable on the last day of each fiscal quarter prior to the date such commitments terminate and on the date of such termination. If an event of default under the DIP Facility occurs, the overdue amounts under the DIP Facility would bear interest at an additional 2.0% per annum above the interest rate otherwise applicable. The proceeds of the DIP Facility may be used, among other things, to pay for (i) working capital needs of the DIP Debtors in the ordinary course of business, (ii) potential C-band relocation costs, (iii) investment and other general corporate purposes, and (iv) the costs and expenses of administering the Chapter 11 Cases. The maturity date of the DIP Facility is July 13, 2021, subject to certain extensions pursuant to the terms of the DIP Credit Agreement. The DIP Credit Agreement includes usual and customary negative covenants for debtor-in-possession loan agreements of this type, including covenants limiting the Company’s and its subsidiaries’ ability to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and acquisitions, pay dividends and distributions and make payments in respect of junior or prepetition indebtedness, in each case subject to customary exceptions for debtor-in-possession loan agreements of this type. The DIP Credit Agreement also includes certain customary representations and warranties, affirmative covenants and events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, certain events under the Employee Retirement Income Security Act of 1974, as amended, and change of control. Certain bankruptcy-related events are also events of default, including, but not limited to, the dismissal by the Bankruptcy Court of any of the Chapter 11 Cases, the conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code and certain other events related to the impairment of the DIP Lenders’ rights or liens granted under the DIP Credit Agreement. On August 24, 2020, the DIP Debtors and DIP Lenders entered into DIP Amendment No. 1 to the DIP Credit Agreement, in connection with the Gogo Transaction (see Note 1—General— Gogo Inc. Transaction for additional information). DIP Amendment No. 1 was approved by the Bankruptcy Court on August 31, 2020. The foregoing descriptions of the DIP Credit Agreement and DIP Amendment No. 1 do not purport to be complete and are qualified in their entirety by reference to the full text of the DIP Credit Agreement and DIP Amendment No. 1, as applicable. 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, in April 2020, our LIBOR 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. |