Debt | DebtAs 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 maturities of long-term debt on our consolidated balance sheet as of December 31, 2020. 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. 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 long-term debt were as follows (in thousands): As of December 31, 2019 As of December 31, 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 $ 130,813 Unamortized prepaid debt issuance costs and discount on 4.5% Convertible Senior Notes (133,310) — — — Total Intelsat S.A. obligations 269,190 265,231 402,500 130,813 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 1,000,000 130,000 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 42,352 Unamortized prepaid debt issuance costs and discount on 12.5% Senior Notes (184,344) — — — Total Intelsat Luxembourg obligations 1,633,130 1,204,127 1,824,569 187,095 Intelsat Connect Finance: 9.5% Senior Notes due February 2023 (1) 1,250,000 865,625 1,250,000 334,375 Unamortized prepaid debt issuance costs and discount on 9.5% Senior Notes (27,741) — — — Total Intelsat Connect Finance obligations 1,222,259 865,625 1,250,000 334,375 Intelsat Jackson: 9.5% Senior Secured Notes due September 2022 490,000 562,275 490,000 543,900 Unamortized prepaid debt issuance costs and discount on 9.5% Senior Secured Notes (11,204) — (7,495) — 8% Senior Secured Notes due February 2024 1,349,678 1,380,046 1,349,678 1,373,297 Unamortized prepaid debt issuance costs and premium on 8% Senior Secured Notes (3,903) — (3,072) — 5.5% Senior Notes due August 2023 (1) 1,985,000 1,687,250 1,985,000 1,349,800 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 1,347,775 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 2,079,750 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 2,025,000 Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities (22,149) — (16,955) — Senior Secured Credit Facilities due January 2024 395,000 398,950 395,000 400,925 Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities (1,600) — (1,238) — 6.625% Senior Secured Credit Facilities due January 2024 700,000 712,250 700,000 714,000 Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities (2,832) — (2,194) — Super Priority Secured DIP Credit Facilities due July 2021 — — 1,000,000 1,011,250 Total Intelsat Jackson obligations 11,670,864 11,125,009 12,723,724 10,845,697 Eliminations: 8.125% Senior Notes of Intelsat Luxembourg due June 2023 owned by Intelsat Jackson (1) (111,663) (65,881) (111,663) (14,517) 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 Finance, Intelsat Jackson and Intelsat Envision (1) (403,245) (277,080) (403,245) (42,341) Unamortized prepaid debt issuance costs and discount on 12.5% Senior Notes 184,296 — — — Total eliminations: (329,960) (342,961) (514,908) (56,858) Total Intelsat S.A. debt 14,465,483 13,117,031 15,685,885 11,441,122 Less: current maturities of long-term debt — — 5,903,724 6,068,372 Less: debt included in liabilities subject to compromise — — 9,782,161 5,372,750 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 consolidated balance sheet as of December 31, 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 consolidated statements of operations for the year ended December 31, 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 from ASC 820, except our senior secured credit facilities and our 2025 Convertible Notes, the inputs for which are classified as Level 2, and Intelsat Luxembourg’s 8.125% Senior Notes due 2023 (the “2023 Luxembourg Notes”) and 12.5% Senior Notes due 2024 (the “2024 Luxembourg Notes”), the inputs for which are classified as Level 3. While the Company’s Chapter 11 proceedings remain ongoing, trading and fair value pricing may be more volatile and limited. 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. Intelsat Jackson made two additional draws of $250.0 million each on November 27, 2020 and December 14, 2020, bringing the total aggregate principal amount outstanding under the DIP Facility to $1.0 billion as of December 31, 2020. Drawn amounts under the DIP Facility bear interest at either (i) 4.5% per annum plus a base rate of the highest of (a) the Federal Funds Effective Rate plus ½ of 1.0%, (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 1.0% or (ii) 5.5% 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 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, and on November 25, 2020, the DIP Debtors and DIP Lenders entered into DIP Amendment No. 2 to the DIP Credit Agreement, each in connection with the Gogo Transaction (see Note 2—Chapter 11 Proceedings, Ability to Continue as a Going Concern and Other Related Matters for additional information). The foregoing descriptions of the DIP Credit Agreement, DIP Amendment No. 1, and DIP Amendment No. 2 do not purport to be complete and are qualified in their entirety by reference to the full text of the DIP Credit Agreement, DIP Amendment No. 1 and DIP Amendment No. 2, as applicable. 2019 Debt Transaction June 2019 Intelsat Jackson Senior Notes Add-On Offering In June 2019, Intelsat Jackson completed an add-on offering of $400.0 million aggregate principal amount of its 9.75% Senior Notes due 2025 (“2025 Jackson Notes”). The notes are guaranteed by all of Intelsat Jackson's subsidiaries that guarantee its obligations under the Intelsat Jackson Secured Credit Agreement and senior notes. Description of Indebtedness (a) Intelsat S.A. 4.5% Convertible Senior Notes due 2025 In June 2018, Intelsat S.A. completed an offering of 402.5 million aggregate principal amount of the 2025 Convertible Notes. The above principal amount is outstanding as of December 31, 2020. The 2025 Convertible Notes bear interest at 4.5% annually and mature in June 2025 unless earlier repurchased, converted or redeemed, as set forth in the 2025 Indenture. The 2025 Convertible Notes are guaranteed by a direct subsidiary of Intelsat Luxembourg, Intelsat Envision. Interest is payable on the 2025 Convertible Notes semi-annually on June 15 and December 15. The 2025 Convertible Notes are senior unsecured obligations of Intelsat S.A. (b) Intelsat Luxembourg 7.75% Senior Notes due 2021 Intelsat Luxembourg had $421.2 million in aggregate principal amount of its 7.75% Senior Notes due 2021 (the “2021 Luxembourg Notes”) outstanding at December 31, 2020. The 2021 Luxembourg Notes bear interest at 7.75% annually and mature in June 2021. Interest is payable on the 2021 Luxembourg Notes semi-annually on June 1 and December 1. Intelsat Luxembourg may redeem some or all of the notes at the applicable redemption prices set forth in the notes. The 2021 Luxembourg Notes are senior unsecured obligations of Intelsat Luxembourg and rank equally with Intelsat Luxembourg’s other senior unsecured indebtedness. 8.125% Senior Notes due 2023 Intelsat Luxembourg had $1.0 billion in aggregate principal amount of its 2023 Luxembourg Notes outstanding at December 31, 2020. $111.7 million principal amount was held by Intelsat Jackson. The 2023 Luxembourg Notes bear interest at 8.125% annually and mature in June 2023. Interest is payable on the 2023 Luxembourg Notes semi-annually on June 1 and December 1. Intelsat Luxembourg may redeem some or all of the notes at the applicable redemption prices set forth in the notes. The 2023 Luxembourg Notes are senior unsecured obligations of Intelsat Luxembourg and rank equally with Intelsat Luxembourg’s other senior unsecured indebtedness. 12.5% Senior Notes due 2024 Intelsat Luxembourg had $403.4 million in aggregate principal amount of its 2024 Luxembourg Notes outstanding at December 31, 2020. $182.0 million principal amount was held by ICF, $220.6 million was held by Intelsat Jackson and $0.7 million was held by Intelsat Envision. The 2024 Luxembourg Notes bear interest at 12.5% annually and mature in November 2024. Interest is payable on the 2024 Luxembourg Notes semi-annually on May 15 and November 15. The 2024 Luxembourg Notes are senior unsecured obligations of Intelsat Luxembourg and rank equally with Intelsat Luxembourg’s other senior unsecured indebtedness. (c) Intelsat Connect Finance 9.5% Senior Notes due 2023 ICF had $1.3 billion in aggregate principal amount of its 9.5% Senior Notes due 2023 (the “2023 ICF Notes”) outstanding at December 31, 2020. The 2023 ICF Notes bear interest at 9.5% annually and mature in February 2023. These notes are guaranteed by Intelsat Envision and Intelsat Luxembourg. Interest is payable on the 2023 ICF Notes semi-annually on June 15 and December 15. Beginning as of August 15, 2020, ICF may redeem some or all of the notes at the applicable redemption prices set forth in the notes. (d) Intelsat Jackson 9.5% Senior Secured Notes due 2022 Intelsat Jackson had $490.0 million in aggregate principal amount of its 9.5% Senior Secured Notes due 2022 (the “2022 Jackson Secured Notes”) outstanding at December 31, 2020. The 2022 Jackson Secured Notes bear interest at 9.5% annually and mature in September 2022. These notes are guaranteed by ICF and certain of Intelsat Jackson’s subsidiaries. Interest is payable on the 2022 Jackson Secured Notes semi-annually on March 30 and September 30 under the indenture governing the notes. However, p ursuant to the adequate protection requirements under the DIP Order, interest is payable on the 2022 Jackson Secured Notes on the 30th of each month. Intelsat Jackson may redeem some or all of the notes at the applicable redemption prices set forth in the notes. The 2022 Jackson Secured Notes are senior secured obligations of Intelsat Jackson. 8% Senior Secured Notes due 2024 Intelsat Jackson had $1.3 billion in aggregate principal amount of its 8% Senior Secured Notes due 2024 (the “2024 Jackson Secured Notes”) outstanding at December 31, 2020. The 2024 Jackson Secured Notes bear interest at 8% annually and mature in February 2024. These notes are guaranteed by ICF and certain of Intelsat Jackson’s subsidiaries. Interest is payable on the 2024 Jackson Secured Notes semi-annually on February 15 and August 15 under the indenture governing the notes. However, p ursuant to the adequate protection requirements under the DIP Order, interest is payable on the 2024 Jackson Secured Notes on the 30th of each month. Intelsat Jackson may redeem some or all of the notes at the applicable redemption prices set forth in the notes. The 2024 Jackson Secured Notes are senior secured obligations of Intelsat Jackson. 5.5% Senior Notes due 2023 Intelsat Jackson had $2.0 billion in aggregate principal amount of its 5.5% Senior Notes due 2023 (the “2023 Jackson Notes”) outstanding at December 31, 2020. The 2023 Jackson Notes bear interest at 5.5% annually and mature in August 2023. These notes are guaranteed by certain of Intelsat Jackson’s subsidiaries. Interest is payable on the 2023 Jackson Notes semi-annually on February 1 and August 1. Intelsat Jackson may redeem some or all of the 2023 Jackson Notes at the applicable redemption prices set forth in the notes. The 2023 Jackson Notes are senior unsecured obligations of Intelsat Jackson and rank equally with Intelsat Jackson’s other senior unsecured indebtedness. 9.75% Senior Notes due 2025 Intelsat Jackson had $1.9 billion in aggregate principal amount of its 2025 Jackson Notes outstanding at December 31, 2020. The 2025 Jackson Notes bear interest at 9.75% annually and mature in July 2025. These notes are guaranteed by certain of Intelsat Jackson’s subsidiaries. Interest is payable on the 2025 Jackson Notes semi-annually on January 15 and July 15. Intelsat Jackson may redeem some or all of the 2025 Jackson Notes at any time prior to July 15, 2021 at a price equal to 100% of the principal amount thereof plus the applicable premium described in the notes. Thereafter, Intelsat Jackson may redeem some or all of the notes at the applicable redemption prices set forth in the notes. The 2025 Jackson Notes are senior unsecured obligations of Intelsat Jackson and rank equally with Intelsat Jackson’s other senior unsecured indebtedness. 8.5% Senior Unsecured Notes due 2024 Intelsat Jackson had $3.0 billion in aggregate principal amount of its 8.5% Senior Unsecured Notes due 2024 (the “2024 Jackson Senior Unsecured Notes”) outstanding at December 31, 2020. The 2024 Jackson Senior Unsecured Notes bear interest at 8.5% annually and mature in October 2024. These notes are guaranteed by certain of Intelsat Jackson’s subsidiaries. Interest is payable on the 2024 Jackson Senior Unsecured Notes semi-annually on April 15 and October 15. Beginning as of October 15, 2020, Intelsat Jackson may redeem some or all of the 2024 Jackson Senior Unsecured Notes at the applicable redemption prices set forth in the notes. The 2024 Jackson Senior Unsecured Notes are senior unsecured obligations of Intelsat Jackson and rank equally with Intelsat Jackson’s other senior unsecured indebtedness. Intelsat Jackson Senior Secured Credit Agreement Under Intelsat Jackson’s senior secured credit agreement, dated as of January 12, 2011 (as amended, the “Intelsat Jackson Secured Credit Agreement”), as of December 31, 2020, Intelsat Jackson had (i) $2.0 billion in aggregate principal amount outstanding of term loans due November 27, 2023, that have an applicable interest rate margin of 3.75% per annum for LIBOR loans and 2.75% per annum for Alternate Base Rate (“ABR”) loans (at Intelsat Jackson’s election as applicable) (the “B-3 Tranche Term Loans”); (ii) $395.0 million in aggregate principal amount outstanding of incremental floating rate term loans due January 2, 2024, that have an applicable interest rate margin of 4.5% per annum for LIBOR loans and 3.5% per annum for ABR loans (at Intelsat Jackson’s election as applicable) (the “B-4 Tranche Term Loans”); and $700.0 million in aggregate principal amount outstanding of incremental fixed rate term loans due January 2, 2024, that have an interest rate of 6.625% per annum (the “B-5 Tranche Term Loans”). In April 2020, the LIBOR loans under the Intelsat Jackson Secured Credit Agreement were converted to ABR loans. The Intelsat Jackson Secured Credit Agreement is guaranteed by ICF and certain of Intelsat Jackson’s subsidiaries. However, pursuant to the adequate protection requirements under the DIP Order , interest is payable on the B-3 Tranche Term Loans, B-4 Tranche Term Loans and B-5 Tranche Term Loans on the 30th of each month, plus an incremental 2.0% default rate pursuant to the DIP Order for each tranche of term loans. |