If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
[ ]
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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
(“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).
CUSIP No. L5140P101
|
1.
|
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only):
Appaloosa LP
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
(a) [ ]
|
|
|
(b) [ ]
|
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions): WC (See Item 3)
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ]
|
6.
|
Citizenship or Place of Organization: Delaware
|
|
|
Number of
|
7. Sole Voting Power:
|
0
|
|
|
Shares Beneficially
|
8. Shared Voting Power:
|
10,450,000*
|
|
|
Owned by
|
|
|
|
|
Each Reporting
|
9. Sole Dispositive Power:
|
0
|
|
|
Person With
|
10. Shared Dispositive Power:
|
10,450,000*
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
10,450,000*
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
|
13.
|
Percent of Class Represented by Amount in Row (11): 7.4%*
|
|
|
14.
|
Type of Reporting Person (See Instructions): PN
|
|
|
|
|
|
|
|
|
|
|
|
* Beneficial ownership percentage
is based upon 141,000,000 common shares, nominal value $0.01 per share (the “Common Shares”), of Intelsat S.A.
(the “Issuer”) outstanding as of September 30, 2019, as set forth in the Form 6-K filed by the Issuer with
the Securities and Exchange Commission (“SEC”) on October 29, 2019. Appaloosa LP (“ALP”) is the
investment adviser to Azteca Partners LLC (“Azteca”) and Palomino Master Ltd. (“Palomino” and,
collectively with Azteca, the “Funds”), Appaloosa Capital Inc. (“ACI”) is the general partner of ALP
and David A. Tepper is the controlling stockholder and president of ACI and owns a majority of the limited partnership
interests in ALP. As of February 18, 2020, Azteca held 6,870,251 Common Shares and Palomino held 3,579,749 Common Shares. As
a result of the foregoing, for purposes of Reg. Section 240.13d-3, each of ALP, ACI and Mr. Tepper may be deemed to
beneficially own the 10,450,000 Common Shares held in the aggregate by the Funds, for an aggregate beneficial ownership
percentage of approximately 7.4% of the Common Shares deemed to be outstanding as of February 18, 2020.
CUSIP No. L5140P101
|
1.
|
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only):
Azteca Partners LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
(a) [ ]
|
|
|
(b) [ ]
|
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions): WC (See Item 3)
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ]
|
6.
|
Citizenship or Place of Organization: Delaware
|
|
|
Number of
|
7. Sole Voting Power:
|
0
|
|
|
Shares Beneficially
|
8. Shared Voting Power:
|
6,870,251*
|
|
|
Owned by
|
|
|
|
|
Each Reporting
|
9. Sole Dispositive Power:
|
0
|
|
|
Person With
|
10. Shared Dispositive Power:
|
6,870,251*
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
6,870,251*
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
|
13.
|
Percent of Class Represented by Amount in Row (11): 4.9%*
|
|
|
14.
|
Type of Reporting Person (See Instructions): CO
|
|
|
|
|
|
|
|
|
|
|
|
* Beneficial ownership percentage is
based upon 141,000,000 Common Shares of the Issuer outstanding as of September 30, 2019, as set forth in the Form 6-K filed
by the Issuer with the SEC on October 29, 2019. For purposes of Reg. Section
240.13d-3, Azteca may be deemed to beneficially own 6,870,251 Common Shares for an aggregate beneficial ownership percentage
of approximately 4.9% of the Common Shares deemed to be outstanding as of February 18, 2020.
CUSIP No. L5140P101
|
1.
|
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only):
Palomino Master Ltd.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
(a) [ ]
|
|
|
(b) [ ]
|
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions): WC (See Item 3)
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ]
|
6.
|
Citizenship or Place of Organization: British Virgin Islands
|
|
|
Number of
|
7. Sole Voting Power:
|
0
|
|
|
Shares Beneficially
|
8. Shared Voting Power:
|
3,579,749*
|
|
|
Owned by
|
|
|
|
|
Each Reporting
|
9. Sole Dispositive Power:
|
0
|
|
|
Person With
|
10. Shared Dispositive Power:
|
3,579,749*
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
3,579,749*
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
|
13.
|
Percent of Class Represented by Amount in Row (11): 2.5%*
|
|
|
14.
|
Type of Reporting Person (See Instructions): CO
|
|
|
|
|
|
|
|
|
|
|
|
* Beneficial ownership percentage is based
upon 141,000,000 Common Shares of the Issuer outstanding as of September 30, 2019, as set forth in the Form 6-K filed by the Issuer
with the SEC on October 29, 2019. For purposes of Reg. Section 240.13d-3, Palomino may be deemed to beneficially own 3,579,749 Common Shares for an aggregate beneficial ownership percentage
of approximately 2.5% of the Common Shares deemed to be outstanding as of February 18, 2020.
CUSIP No. L5140P101
|
1.
|
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only):
Appaloosa Capital Inc.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
(a) [ ]
|
|
|
(b) [ ]
|
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions): WC (See Item 3)
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ]
|
6.
|
Citizenship or Place of Organization: Delaware
|
|
|
Number of
|
7. Sole Voting Power:
|
0
|
|
|
Shares Beneficially
|
8. Shared Voting Power:
|
10,450,000*
|
|
|
Owned by
|
|
|
|
|
Each Reporting
|
9. Sole Dispositive Power:
|
0
|
|
|
Person With
|
10. Shared Dispositive Power:
|
10,450,000*
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
10,450,000*
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
|
13.
|
Percent of Class Represented by Amount in Row (11): 7.4%*
|
|
|
14.
|
Type of Reporting Person (See Instructions): CO
|
|
|
|
|
|
|
|
|
|
|
|
* Beneficial ownership percentage is
based upon 141,000,000 Common Shares of the Issuer outstanding as of September 30, 2019, as set forth in the Form 6-K filed by
the Issuer with the SEC on October 29, 2019. ALP is the
investment adviser to the Funds, ACI is the
general partner of ALP and Mr. Tepper is the controlling stockholder and president of ACI and owns a majority of
the limited partnership interests in ALP. As of February 18, 2020, Azteca held 6,870,251 Common Shares and Palomino held
3,579,749 Common Shares. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, each of ALP, ACI and Mr.
Tepper may be deemed to beneficially own the 10,450,000 Common Shares held in the aggregate by the Funds, for an aggregate
beneficial ownership percentage of approximately 7.4% of the Common Shares deemed to be outstanding as of February 18,
2020.
CUSIP No. L5140P101
|
1.
|
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only):
David A. Tepper
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
(a) [ ]
|
|
|
(b) [ ]
|
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions): WC (See Item 3)
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ]
|
6.
|
Citizenship or Place of Organization: United States
|
|
|
Number of
|
7. Sole Voting Power:
|
0
|
|
|
Shares Beneficially
|
8. Shared Voting Power:
|
10,450,000*
|
|
|
Owned by
|
|
|
|
|
Each Reporting
|
9. Sole Dispositive Power:
|
0
|
|
|
Person With
|
10. Shared Dispositive Power:
|
10,450,000*
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
10,450,000*
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
|
13.
|
Percent of Class Represented by Amount in Row (11): 7.4%*
|
|
|
14.
|
Type of Reporting Person (See Instructions): IN
|
|
|
|
|
|
|
|
|
|
|
|
* Beneficial ownership percentage is based
upon 141,000,000 Common Shares of the Issuer outstanding as of September 30, 2019, as set forth in the Form 6-K filed by the Issuer
with the SEC on October 29, 2019. ALP is the investment adviser to the Funds, ACI is the general
partner of ALP and Mr. Tepper is the controlling stockholder and president of ACI and owns a majority of the limited partnership
interests in ALP. As of February 18, 2020, Azteca held 6,870,251 Common Shares and Palomino held 3,579,749 Common Shares. As a
result of the foregoing, for purposes of Reg. Section 240.13d-3, each of ALP, ACI and Mr. Tepper may be deemed to beneficially
own the 10,450,000 Common Shares held in the aggregate by the Funds, for an aggregate beneficial ownership percentage of approximately
7.4% of the Common Shares deemed to be outstanding as of February 18, 2020.
Item 1. Security
and Issuer
This Schedule 13D relates
to the common shares, nominal value $0.01 per share (the “Common Shares”), of Intelsat S.A. (the “Issuer”).
The principal executive offices of the Issuer are located at 4 rue Albert Borschette, Luxembourg, Grand Duchy of Luxembourg L-1246.
Item 2. Identity and Background
This statement is being
filed on behalf of Azteca Partners LLC (“Azteca”), Palomino Master Ltd. (“Palomino” and, together with
Azteca, the “Funds”), Appaloosa Capital Inc. (“ACI”), Appaloosa LP (“ALP”), and David A. Tepper
(“Mr. Tepper” and, together with Azteca, Palomino, ACI and ALP, the “Reporting Persons”). ALP, is
the investment adviser to the Funds. ACI is the general partner of ALP. Mr. Tepper is the controlling stockholder and
president of ACI and owns a majority of the limited partnership interests in ALP.
The business address
of Azteca, Palomino, ACI and ALP is 51 John F. Kennedy Parkway, Short Hills, New Jersey 07078. The business address of Mr.
Tepper is c/o of Appaloosa Management L.P., 404 Washington Avenue, Suite 810, Miami, Florida 33139.
The principal business
of each of Azteca and Palomino is investing in securities. The principal business of ALP is serving as the investment adviser
of certain investment funds, including Azteca and Palomino. The principal business of ACI is serving as the general partner
of ALP. The principal business of Mr. Tepper is serving as the controlling stockholder and president of ACI.
None of the Reporting Persons
or any of their respective executive officers has, during the last five years, been convicted in a criminal proceeding.
None of the Reporting Persons
or any of their executive officers has, during the last five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Azteca is a Delaware limited
liability company. Palomino is a British Virgin Island corporation. ACI is a Delaware corporation. ALP is a Delaware limited
partnership. Mr. Tepper is a citizen of the United States.
Item 3. Source and Amount of Funds
or Other Consideration
All of the Common Shares
held by Azteca and Palomino have been acquired using the working capital of such Fund.
The total cost of the
Common Shares that the Reporting Persons may be deemed to beneficially own is $59,607,181.
No borrowed funds were
used to purchase the Common Shares, other than any borrowed funds used for working capital purposes (including certain leverage
arrangements) in the ordinary course of business.
Item 4. Purpose of Transaction
On February 18, 2020,
ALP delivered a letter (the “Letter”) to the Issuer’s Board of Directors (the “Board”) in which
ALP expressed dissatisfaction with the recently announced proposed order issued by the Federal Communication Commission
(“FCC”) with respect to an auction of C-band spectrum currently licensed to the Issuer and other satellite
operators. ALP advised that, as currently constructed, the FCC’s proposal would impose an undue negative
impact on the Issuer and urged the Issuer to withhold acceptance pending negotiation of an agreement with the FCC on fair
commercial terms. The Letter is attached as Exhibit 2 to this Schedule 13D and is incorporated by reference herein.
The Reporting Persons acquired
the Common Shares for investment purposes. The Reporting Persons acquired the Common Shares over which they exercise beneficial
ownership in the belief that the Common Shares represent an attractive investment opportunity. Depending upon overall market
conditions, other investment opportunities available to the Reporting Persons, and the availability of Common Shares at prices
that would make the purchase or sale of Common Shares desirable, the Reporting Persons may endeavor to increase or decrease their
position in the Issuer through, among other things, the purchase or sale of Common Shares on the open market or in private transactions
or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
Except as set forth
herein, the Reporting Persons do not have any plan or proposal that would relate to, or result in, any of the matters set
forth under paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to
change their intentions with respect to any and all matters referred to in subparagraphs (a) – (j) of Item 4 of Schedule
13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their
purpose and/or formulate plans or proposals with respect thereto and carry out any of the actions or transactions described
in paragraphs (a) through (j) of Item 4 of Schedule 13D, to the extent they deem advisable.
Notwithstanding the foregoing, the Reporting Persons have no intention to engage in a control transaction, or any contested
solicitation for the election of directors, by means of the activities described in paragraphs (a), (b), or (d) of Item
4 of Schedule 13D.
Item 5. Interest in Securities
of the Issuer
The aggregate percentage
of Common Shares reported owned by each Reporting Person named herein is based upon 141,000,000 Common Shares of the Issuer outstanding
as of September 30, 2019, as set forth in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on October
29, 2019.
As of February 18,
2020, Azteca held 6,870,251 Common Shares for a beneficial ownership percentage of 4.9% of the Common Shares deemed to be
outstanding as of February 18, 2020, and Palomino held 3,579,749 Common Shares for a beneficial ownership percentage of 2.5%
of the Common Shares deemed to be outstanding as of February 18, 2020. As a result of the foregoing, each of ACI, ALP
and Mr. Tepper may be deemed to be the beneficial owner of the 10,450,000 Common Shares held in the aggregate by the Funds,
for an aggregate beneficial ownership percentage of 7.4% of the Common Shares deemed to be outstanding as of February
18, 2020.
Azteca has the shared power
to vote or direct the vote, and the shared power to dispose or direct the disposition of 6,870,251 Common Shares. Palomino has
the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of 3,579,749 Common Shares.
Each of ACI, ALP and Mr.
Tepper has the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of 10,450,000
Common Shares.
The transactions by
the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit 3 to this Schedule
13D. All such transactions were carried out in open market transactions.
Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer
In addition to the reported
Common Shares held by the Reporting Persons, the Reporting Persons also hold non-convertible debt securities of one or more of
the Issuer’s subsidiaries.
Except as set forth in
this Item 6 and elsewhere in this Schedule 13D, the Reporting Persons do not have any contract, arrangement, understanding or relationship
with any person with respect to the Common Shares of the Issuer.
Item 7. Material to be Filed
as Exhibits
The following exhibits are
incorporated into this Schedule 13D:
|
Exhibit 1
|
Joint Filing Agreement, dated February 18, 2020, signed by each of the Reporting Persons in order to confirm that this Schedule 13D (and any amendments hereto) are being filed on behalf of each of the Reporting Persons.
|
|
|
|
|
Exhibit 2
|
Letter to the Board of Directors of the Issuer, dated February 18, 2020.
|
|
|
|
|
Exhibit 3
|
Schedule of Transactions in Common Shares.
|
Signature
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: February 18, 2020
|
|
|
|
|
|
APPALOOSA LP
|
|
|
|
|
|
|
|
By:
|
APPALOOSA CAPITAL INC.
Its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David A. Tepper
|
|
|
|
|
Name: David A. Tepper
|
|
|
|
|
Title: President
|
|
|
|
|
|
|
|
AZTECA PARTNERS LLC
|
|
|
|
|
|
|
|
By:
|
APPALOOSA LP
Its Investment Advisor
|
|
|
|
|
|
|
|
|
By:
|
APPALOOSA CAPITAL INC.
|
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David A. Tepper
|
|
|
|
|
Name: David A. Tepper
|
|
|
|
|
Title: President
|
|
|
|
|
|
|
|
PALOMINO MASTER LTD.
|
|
|
|
|
|
|
|
By:
|
APPALOOSA LP
Its Investment Advisor
|
|
|
|
|
|
|
|
|
By:
|
APPALOOSA CAPITAL INC.
Its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David A. Tepper
|
|
|
|
|
Name: David A. Tepper
|
|
|
|
|
Title: President
|
|
|
|
|
|
|
|
APPALOOSA CAPITAL INC.
|
|
|
|
|
|
|
|
By:
|
/s/ David A. Tepper
|
|
|
|
|
Name: David A. Tepper
|
|
|
|
|
Title: President
|
|
|
|
/s/ David A. Tepper
|
|
|
|
David
A. Tepper
|
|
|
|
|
|
|
Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).