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 maturities of long-term debt on our condensed consolidated balance sheet as of March 31, 2021. 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 debt were as follows (in thousands): As of December 31, 2020 As of March 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Intelsat S.A.: 4.5% Convertible Senior Notes due June 2025 (1) $ 402,500 $ 130,813 $ 402,500 $ 130,813 As of December 31, 2020 As of March 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Unamortized prepaid debt issuance costs and discount on 4.5% Convertible Senior Notes — — — — Total Intelsat S.A. obligations 402,500 130,813 402,500 130,813 Intelsat Luxembourg: 7.75% Senior Notes due June 2021 (1) 421,219 14,743 421,219 8,424 Unamortized prepaid debt issuance costs on 7.75% Senior Notes — — — — 8.125% Senior Notes due June 2023 (1) 1,000,000 130,000 1,000,000 170,000 Unamortized prepaid debt issuance costs on 8.125% Senior Notes — — — — 12.5% Senior Notes due November 2024 (1) 403,350 42,352 403,350 62,519 Unamortized prepaid debt issuance costs and discount on 12.5% Senior Notes — — — — Total Intelsat Luxembourg obligations 1,824,569 187,095 1,824,569 240,943 Intelsat Connect Finance: 9.5% Senior Notes due February 2023 (1) 1,250,000 334,375 1,250,000 437,500 Unamortized prepaid debt issuance costs and discount on 9.5% Senior Notes — — — — Total Intelsat Connect Finance obligations 1,250,000 334,375 1,250,000 437,500 Intelsat Jackson: 9.5% Senior Secured Notes due September 2022 490,000 543,900 490,000 582,488 Unamortized prepaid debt issuance costs and discount on 9.5% Senior Secured Notes (7,495) — (6,507) — 8% Senior Secured Notes due February 2024 1,349,678 1,373,297 1,349,678 1,396,917 Unamortized prepaid debt issuance costs and premium on 8% Senior Secured Notes (3,072) — (2,854) — 5.5% Senior Notes due August 2023 (1) 1,985,000 1,349,800 1,985,000 1,210,850 Unamortized prepaid debt issuance costs on 5.5% Senior Notes — — — — 9.75% Senior Notes due July 2025 (1) 1,885,000 1,347,775 1,885,000 1,168,700 Unamortized prepaid debt issuance costs on 9.75% Senior Notes — — — — 8.5% Senior Notes due October 2024 (1) 2,950,000 2,079,750 2,950,000 1,858,500 Unamortized prepaid debt issuance costs and premium on 8.5% Senior Notes — — — — Senior Secured Credit Facilities due November 2023 2,000,000 2,025,000 2,000,000 2,030,000 Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities (16,955) — (15,628) — Senior Secured Credit Facilities due January 2024 395,000 400,925 395,000 401,913 Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities (1,238) — (1,145) — 6.625% Senior Secured Credit Facilities due January 2024 700,000 714,000 700,000 712,250 Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities (2,194) — (2,030) — Superpriority Secured DIP Credit Facilities due July 2021 1,000,000 1,011,250 1,000,000 1,011,250 Total Intelsat Jackson obligations 12,723,724 10,845,697 12,726,514 10,372,868 Eliminations: 8.125% Senior Notes of Intelsat Luxembourg due June 2023 owned by Intelsat Jackson (1) (111,663) (14,517) (111,663) (62,504) Unamortized prepaid debt issuance costs on 8.125% Senior Notes — — — — As of December 31, 2020 As of March 31, 2021 Carrying Value Fair Value Carrying Value Fair Value 12.5% Senior Notes of Intelsat Luxembourg due November 2024 owned by Intelsat Connect Finance, Intelsat Jackson and Intelsat Envision (1) (403,245) (42,341) (403,245) (18,983) Unamortized prepaid debt issuance costs and discount on 12.5% Senior Notes — — — — Total eliminations: (514,908) (56,858) (514,908) (81,487) Total Intelsat S.A. debt 15,685,885 11,441,122 15,688,675 11,100,637 Less: current maturities of long-term debt 5,903,724 6,068,372 5,906,514 6,134,818 Less: debt included in liabilities subject to compromise 9,782,161 5,372,750 9,782,161 4,965,819 Total Intelsat S.A. long-term debt $ — $ — $ — $ — (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 March 31, 2021. 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. 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 and 12.5% Senior Notes due 2024, 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 both December 31, 2020 and March 31, 2021. 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 1.00%, (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 1.0%, 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. |