12.19.16 Me first… Posted in Broadband, Regulatory, Spectrum at 10:46 am by timfarrar Probably the most surprising thing about today’s announcement that Softbank is investing $1B in OneWeb as part of a $1.2B funding round, is the lack of a spoiler announcement fr om SpaceX. That’s happened in the past on both of the two occasions when OneWeb made a major announcement, in January 2015 (when OneWeb announced its initial agreements with Qualcomm and Virgin) and in June 2015 (when OneWeb announced its initial $500M equity round). In fact one of the more important fights that is going on behind the scenes is related to regulatory priority in terms of ITU filings, where SpaceX is some way behind. OneWeb is acknowledged to be have the first filing for an NGSO Ku-band system, but also needs access to the Ka-band for its gateway links. That led Telesat to request that the FCC deny OneWeb’s petition for a US licenses, based on “Canadian ITU filings associated with Telesat’s Ka-band NGSO system [that] date back to 2012 and January 6, 2015″ whereas “the earliest ITU filing date priority for OneWeb is January 18, 2015.” LeoSat also claimed that it had priority over OneWeb in November 2016, based on “French ITU filings for LeoSat’s Ka-band MCSAT-2 LEO-2 network [that] date back to November 25, 2014.” However, OneWeb now appears to have attempted something of an end run around these objections, acquiring rights to the French MCSAT LEO with an ITU advance publication date of April 2, 2013 network from Thales Alenia Space. That’s particularly odd because LeoSat, which states specifically in its FCC application that it “will deploy the LeoSat System in conjunction with Thales Alenia Space,” might now find TAS’s own filings being used against it. UPDATE (12/20): I’m told that the relevant ITU coordination dates for the different Ka-band NGSO proposals are as follows: Telesat (Comstellation): December 20, 2012 LeoSat (MCSAT2 LEO2): November 25, 2014 OneWeb’s newly acquired MCSAT LEO filing: December 3, 2014 SpaceX: December 27, 2014 OneWeb’s original Ka-band filing: January 18, 2015. That would imply that OneWeb has now jumped ahead of SpaceX at the ITU, but remains behind Telesat and LeoSat, although I’m sure there will be many arguments to come. All this fighting to be first in line at the ITU will also have to take into account the FCC’s attempt to clarify the rules for new NGSO systems in an NPRM released on Thursday, December 15. The FCC’s rules state that NGSO systems should share spectrum through the “avoidance of in-line interference events” and the NPRM proposed new language in an attempt to make this more explicit. However, this language is far from clear about whether the sharing of spectrum is required on a global basis or just in the US, specifically the key paragraph in the newly proposed §25.261 states:
(a) Scope. This section applies to NGSO FSS satellite systems that communicate with earth stations with directional antennas and that operate under a Commission license or grant of U.S. market access under this part in the 10.7-12.7 GHz (space-to-Earth), 12.75-13.25 GHz (Earth-to-space), 13.75-14.5 GHz (Earth-to-space), 17.8-18.6 GHz (space-to-Earth), 18.8-19.4 GHz (space-to-Earth), 19.6-20.2 GHz (space-to-Earth), 27.5-29.1 GHz (Earth-to-space), or 29.3-30 GHz (Earth-to-space) bands.
(a) Applicable NGSO FSS Bands. The coordination procedures in this section apply to non-Federal-Government NGSO FSS satellite networks operating in the following assigned frequency bands: The 28.6-29.1 GHz or 18.8-19.3 GHz frequency bands.
The pertinent question here, which is left unresolved by the proposed changes shown in the italicized text above, are whether a “satellite network” consists of both an FCC-licensed satellite system and the earth station it is communicating with, and if so whether both of these or just the satellite system itself must “operate under a Commission license or grant of U.S. market access” according the new text. If it is the former, then the new rules will clearly apply only in the US (wh ere the earth station is licensed by the FCC), whereas if it is the latter, then the rules could be taken to imply that any recipient of a satellite system license from the FCC in the current processing round may have to agree to comply with these sharing rules on a global basis. It therefore seems that regulatory lawyers will have plenty of work for the next year arguing on behalf of their clients. However, OneWeb will have the money to move forward quickly and extend its lead over other NGSO systems, apart from O3b, which is currently building its next batch of 8 satellites. It remains to be seen if other systems will catch-up, but Telesat (which has already ordered two test satellites) is potentially best positioned to be a third player, especially if it can secure Canadian government backing for universal service in the Arctic region. Then we need to see how the market evolves. Greg Wyler highlighted his ambitions for OneWeb to serve 100M people by 2025 and after the alliance with Softbank, this will most likely be in the form of cellular backhaul from tens or hundreds of thousands of small cells in remote areas, just as Softbank already does at over 6000 cell sites in Japan using IPStar capacity. In contrast, O3b should continue its plans to serve highly concentrated demand hotspots, like remote islands needing connectivity to the outside world and large cruise ships. Most of the other NGSO proposals, including Telesat and SpaceX, appear to have a fairly similar plan to O3b, with small beams used to serve a sel ect number of demand hotspots. So the question then becomes, how much concentrated demand exists for satellite connectivity? O3b will generate roughly $100M of revenues in 2016 and has a clear path to growth into the $200M-$300M range. But is it a multi-billion dollar opportunity and is there room for one or more additional systems in this niche? And can new systems overtake O3b, given its multi-year lead in this market? Only time will tell, but if OneWeb can maintain its focus on low cost cellular backhaul and gain anchor tenant commitments fr om Softbank, Bharti Airtel and perhaps others, these competitive dynamics are going to be much more of an issue for O3b.
“We are adding 2,000 satellites at different altitudes in low Earth orbit,” Wyler told SpaceNews in London. “We have priority rights to another 2,000 satellites — 1,972 satellites, to be precise."
LONDON and WASHINGTON — Satellite telecom startup OneWeb, emboldened by the oversubscribed $1.2 billion Softbank-led investment gained in December, is on the verge of adding another 2,000 satellites to its previously proposed constellation of several hundred satellites.
OneWeb made a big splash in June 2015 when it went public with an impressive roster of investors pledging some $500 million to deploy more than 600 small, low-orbiting satellites to blanket the Earth in Ku-band broadband connectivity.
OneWeb announced a roster of strategic partners June 25, 2015 that includes Bharti Enterprises, Coca-Cola, Intelsat, Hughes, Totalplay Telecommunications, and Virgin Galactic. Credit: Airbus Space and Defence via Twitter
On Wednesday, Greg Wyler, OneWeb’s founder and executive chairman, told an audience at the Royal Aeronautical Society in London that the company has sold a considerable portion of the capacity of its initial planned constellation and is seriously considering quadrupling its size.
“We are adding 2,000 satellites at different altitudes in low Earth orbit,” Wyler told SpaceNews in London. “We have priority rights to another 2,000 satellites — 1,972 satellites, to be precise. With Softbank we have reinvigorated our activities and started talking about the strong possibility that we will be adding to the constellation using our priority rights.”
The expansion plans materialized after Japanese mogul Masyoshi Son, the CEO of SoftBank, jumped on board with a $1 billion investment. Previous investors committed to an additional $200 million, bringing OneWeb’s total capital raised to $1.7 billion.
“[Son] has really put the throttles full-forward when it comes to our mission of bridging the digital divide globally by 2027,” Wyler said in London.
“We are not talking about it yet, but we will start talking about it soon. You will hear about some great launch scale step function changes to our plans and improvements,” the 47-year-old entrepreneur continued. “We are really looking at many new things. You will see some more satellites in a few places that you wouldn’t expect.”
In addition to its official focus on connecting the world’s four billion unconnected citizens to the world wide web by the end of the next decade, OneWeb is eyeing the nascent Internet of Things sector, connected cars and in-flight connectivity.
Adding 1,972 satellites to OneWeb’s previously announced 648 puts the total constellation at 2,620. In a telephone interview with SpaceNews on Thursday evening, Wyler said OneWeb is very actively considering this level of expansion, but was less committal than at the London event.
“We always had this as a possibility,” he said. “What we are doing is really difficult. Our team has made tremendous progress. When looking at some of the accomplishments that have become real and validated over the past several months, we’ve been strongly encouraged that this next phase should be accelerated. Our shareholders are pushing us hard to accelerate because the interest in demand and in the need to accomplish our mission is quite pressing.”
Artist’s rendering of the factory OneWeb Satellites is building in Exploration Park, Florida. Credit: OneWeb
The first 10 OneWeb spacecraft are scheduled to launch about a year from now on a Europeanized Soyuz rocket from Arianespace. Those, Wyler said, will provide service as part of the full constellation.
In London, Wyler also suggested that although the company hasn’t formally announced having sold any capacity — save perhaps Gogo’s March 2016 deal with Intelsat for combined geostationary and LEO capacity — that demand from the world’s telecommunications operators is strong. When asked how much capacity he expects to have sold by the time the initial constellation launches, he replied: “all of it.” Speaking by phone Thursday night, Wyler said the decision on whether to quadruple the size of the OneWeb constellation will be made before the end of the year.
“I don’t want to say we are definitely doing it, but I can say that we are very strongly considering it, and based upon our priority rights, we have always had this as a possibility,” he said. “Our first system has 1.5 to 2 terabits of forward capacity, and we will be very substantially increasing that.”
японцы влили дополнительные деньги, ребята на радостях заявили, что спутников будет на 2000 больше (в неопределенном будущем - к 2027 году типа того), В определенном будущем (через год) будет 10 спутников на "европеизированном Союзе от Арианспейс". В настоящем (в реальности) пока ничего нет.
SoftBank reaches for stars with $18bn OneWeb, Intelsat merger
Japan’s Softbank is stitching together a deal that would see OneWeb merge with New York-listed Intelsat, Sky News learns.
20:03, UK, Monday 27 February 2017
The Ariane 5 rocket has carried Intelsat satellites into space
By Mark Kleinman, City Editor
The Japanese technology investor SoftBank is hatching plans for a multi-billion dollar merger of two major satellite companies - OneWeb and Intelsat - in a deal that would create a global powerhouse in the fast-changing arena of space technology.
Sky News has learnt that discussions involving a combination of OneWeb-shareholders in which include Airbus, The Coca-Cola Company and Virgin Group - and Intelsat are at an advanced stage.
Intelsat is also a small shareholder in OneWeb.
One source indicated that a deal could be outlined when Intelsat, which is listed in New York, reports financial results on Tuesday.
If the talks are successfully concluded, an announcement would come just two months after SoftBank invested $1bn in OneWeb, a move designed to help it build the world's first high-volume satellite production facility in Florida.
Sources said SoftBank, which last year acquired the UK's biggest home-grown technology company, ARM Holdings, would also commit to paying down some of Intelsat's huge debt-pile as part of the transaction.
It could invest several billion dollars through an offer to Intelsat's debt-holders, according to one source.
The deal is understood to be conditional on Intelsat's bondholders accepting an offer at a slight premium to where the bonds were trading on Monday.
OneWeb was valued at $2.5bn in its most recent fundraising, while Intelsat, shares in which have a market value of roughly $550m, carries about $15bn of debt.
In total, the new business, which effectively gives OneWeb a stock market listing, would have an enterprise value of about $18bn.
Greg Wyler, OneWeb's founder, is expected to become executive chairman of the company, while Stephen Spengler, Intelsat's chief executive, will continue in that role, according to bankers.
OneWeb was conceived by a group of technology investors and entrepreneurs as an attempt to extend internet access to rural areas and developing countries around the world.
Intelsat, which is headquartered in Luxembourg, is the world's largest satellite services business, and provides commercial satellite capacity to the US government and a number of military organisations.
SoftBank's involvement in the deal underlines its status as a power-broker in the technology industry, and follows its recent decision to raise a $100bn fund - the largest pool of capital dedicated to technology in the world.
Announcing its investment in OneWeb in December, Masayoshi Son, SoftBank's chairman and chief executive, said:
"OneWeb is a tremendously exciting company poised to transform internet access around the world from their manufacturing facility in Florida.
"Earlier this month I met with President-Elect Trump and shared my commitment to investing and creating jobs in the US.
"America has always been at the forefront of innovation and technological development and we are thrilled to be playing a part in continuing to drive that growth as we work to create a truly globally connected ecosystem."
Mr Wyler said at the time: "We look forward to working together as we execute on our mission to build a global knowledge infrastructure that provides affordable broadband to the over four billion people across the globe without internet access."
An Intelsat spokeswoman said the company did not comment on rumours or speculation about it, while OneWeb and Softbank were unavailable for comment.
Intelsat, который "на всех парах" несся к банкротству, теперь получит шанс выжить не смотря на долги в $15 млрд. Путем слияния двух своих сомнительных инвестиций SoftBank просто "удваивает ставки". Параллельно, увеличивая вливания в OneWeb, SoftBank увеличивает кол-во аппаратов группировки с изначальных 600 до 2600. Берем попкорн и ждем когда вся эта байда лопнет.
Акции Intelsat за один вчерашний день выросли на 25% с $4,68 до $5,87. При рыночной капитализации в $690 млн долгов у компании на $15,5 млрд. С 2014 года акции Intelsat непрерывно падают с уровня $25 до $2,5 осенью 2016. Без этой сделки они бы схлопнулись в течении года-двух и ушли бы на главу 11 кодекса о банкротствах.
Intelsat and OneWeb Announce Conditional Combination Agreement
28 February 2017
SoftBank Group Corp. to Capitalize Intelsat with $1.7 Billion Investment in New Equity to Effect Intelsat Debt Reduction
Combination to Accelerate Strategic Growth Plans for Intelsat and OneWeb
Transactions Contingent Upon Acceptance by Intelsat Bondholders of Certain Exchange Offers and Other Closing Conditions
Intelsat to Host Q4 and Full Year 2016 Earnings Conference Call at 8:30 a.m. ET Today
February 28, 2017 — Luxembourg, Jersey, and Tokyo, Japan — Intelsat (NYSE: I) and OneWeb today announced that they have entered into a definitive combination agreement pursuant to which Intelsat and OneWeb will merge in a share-for-share transaction. Intelsat and SoftBank Group Corp. (“SoftBank”) also entered into a definitive share purchase agreement pursuant to which SoftBank will invest $1.7 billion in newly issued common and preferred shares of the combined company. Both the merger and the SoftBank investment are subject to, among other conditions, successful completion of debt exchange offers to certain existing Intelsat bondholders as well as receipt of certain regulatory approvals.
The complementary strengths of Intelsat and OneWeb, combined with the investment by SoftBank, are intended to create a financially stronger company with the flexibility to aggressively pursue new growth opportunities resulting from the explosion in demand for broadband connectivity for people and devices everywhere.
The debt exchange offers, announced today, together with the proceeds of the SoftBank investment are intended to reduce Intelsat’s debt by approximately $3.6 billion, assuming the minimum level of participation in the debt exchange offers is achieved. Either party can terminate the agreement and SoftBank can terminate its investment if the debt exchange offers have not been successfully completed within 90 days of the date of the agreement.
It is expected that, upon the admission of third party limited partners to the SoftBank Vision Fund, and subject to receipt of all applicable regulatory approvals, in accordance with SoftBank Vision Fund agreements, SoftBank’s investment position related to the combined company will be offered to the SoftBank Vision Fund for the purpose of transferring SoftBank’s shares to the SoftBank Vision Fund.
Stephen Spengler, Chief Executive Officer of Intelsat, said, “We believe that combining Intelsat with OneWeb will create an industry leader unique in its ability to provide affordable broadband anywhere in the world. As an early equity investor in OneWeb, we recognized a network that was a complement to our next-generation Intelsat EpicNG fleet and a fit with our long-term strategy. By merging OneWeb’s LEO satellite constellation and innovative technology with our global scale, terrestrial infrastructure and GEO satellite network, we will create advanced solutions that address the need for ubiquitous broadband. The transaction, including SoftBank’s investment, will significantly strengthen Intelsat’s capital structure and accelerate our ability to unlock new applications, such as connected vehicles, as well as advanced services for our existing customers in the enterprise, wireless infrastructure, mobility, media and government sectors, while also reducing execution and other risks.”
Greg Wyler, Founder and Executive Chairman of OneWeb, said, “OneWeb has made incredible technical progress over the past year, and has itself attracted significant investment from SoftBank. With SoftBank’s support we will build the world’s first truly global broadband company, accelerating our mission of bridging the digital divide by connecting the four billion people without access today. While there are numerous growth paths available to OneWeb, we are very excited at the prospect of working with Intelsat on this shared objective.”
Masayoshi Son, Chairman and CEO of SoftBank, said, “We are in the midst of a technological revolution and, provided we receive the necessary cooperation from Intelsat bondholders, we welcome the opportunity to support OneWeb as it creates the foundation for next-generation global internet services anywhere on the planet. This combination is consistent with SoftBank’s strategy of investing in disruptive, foundational technologies that are building the infrastructure for tomorrow, and this proposal offers a win-win opportunity to accelerate OneWeb’s mission while enhancing the Intelsat balance sheet.”
If consummated, the combination of Intelsat and OneWeb is expected to deliver strategic and financial benefits including:
Improved Intelsat Capital Structure and Enhanced Financial Flexibility. Provided minimum levels of participation in the Intelsat Exchange Offers are attained, the transaction would provide Intelsat with a clearer path to further and accelerated de-levering through improved revenue, lower interest expense, and operating and capital expenditure synergies. The transactions announced today contemplate reducing Intelsat’s debt to adjusted EBITDA1 ratio from 8.8x today to 6.6x on a pro forma basis.
Acceleration of Each Company’s Strategic Growth Plans and Development of Large, New Markets and Applications. If the transaction is completed, OneWeb’s low earth orbit (“LEO”) satellites, combined with Intelsat’s geostationary orbit (“GEO”) satellites would accelerate the combined company’s strategic growth plans to offer a truly global and affordable networking solution. Intelsat’s fully integrated Ku-band infrastructure, coupled with the combined company’s managed services, has the potential to support the development of an entirely new and extensive set of mass-market applications, including for consumer broadband, connected cars, cellular backhaul, the Internet of Things, and machine-to-machine communications.
Advanced Services for New and Existing Customers. The combination, if consummated, would bring advanced solutions to current applications, including enterprise networks, telecommunications infrastructure for wireless operators and broadband services for the aeronautical and maritime sectors. Additionally, the combined company would be able to introduce advanced services for media industry customers seeking to complement traditional content broadcasting with over-the-top delivery digital media to fixed and mobile audiences. Government customers would have access to advanced fixed and mobile services in support of civilian applications, such as digital inclusion, as well as assured communications for first response and emergency services and secured military requirements.
In December 2016, SoftBank announced its commitment to invest $1 billion in OneWeb to support the technological development and the construction of the world’s first and only high volume satellite production facility to further accelerate OneWeb’s vision of delivering affordable, high-speed, low latency internet to rural and remote communities around the world. Intelsat was a founding investor in OneWeb, making a minority equity investment in 2015.
Under the terms of the transactions, SoftBank will acquire a number of common shares of the combined company, resulting in an approximate 39.9% voting stake, and an additional number of non-voting preferred shares for an aggregate cash consideration of approximately $1.7 billion. Any common shares purchased by SoftBank will be for $5.00 per share in cash. In the business combination, OneWeb shareholders will receive Intelsat common shares in exchange for their OneWeb shares. In aggregate, Intelsat will issue to SoftBank and to OneWeb shareholders common shares and preferred shares (the preferred shares for this purpose on an as converted basis) equal in the aggregate to approximately 800 million shares. Intelsat shareholders will retain the Intelsat common shares they currently hold.
The combined company will remain domiciled in Luxembourg, and continue to be listed on the New York Stock Exchange. The combined company, through its subsidiaries, expects to maintain a significant presence in the United States, including at OneWeb’s new manufacturing facility in Exploration Park, Florida, and at Intelsat’s United States facilities in McLean, Virginia.
The Board of Directors of the combined company will be made up of seven directors, including three independent directors, three members sel ected by SoftBank and one director sel ected by a current Intelsat shareholder. Intelsat’s CEO, Stephen Spengler, will be the CEO of the combined company. OneWeb’s Founder and Executive Chairman, Greg Wyler, will be the Executive Chairman of the combined company’s Board of Directors.
The combination agreement has been approved by the boards of directors of Intelsat and OneWeb. Closing of the transactions is subject to approval by Intelsat and OneWeb shareholders, certain regulatory approvals and other customary closing conditions. The requisite OneWeb and Intelsat shareholders have already committed to vote in favor of the merger and related transactions through the execution of voting and support agreements. Consummation of the merger and the investment by SoftBank are cross-conditioned on one another and also subject to the completion of the Intelsat exchange offers in the 90 days following the execution of the merger and investment documentation, and other closing conditions.
The transaction is expected to close late in the third quarter of 2017.
Guggenheim Securities, LLC and Goldman, Sachs & Co. acted as financial advisors and Wachtell, Lipton, Rosen & Katz and Elvinger Hoss and Prussen provided legal counsel to Intelsat. PJT Partners acted as lead financial advisor to OneWeb and also advised SoftBank. Barclays acted as a financial advisor to OneWeb and rendered a fairness opinion. Morrison & Foerster LLP, Arendt and Medernech, and Mourant Ozannes provided legal counsel to OneWeb and SoftBank, and Choate Hall & Stewart LLP and Milbank, Tweed, Hadley & McCloy provided legal counsel to OneWeb. Investor Conference Call Details
Intelsat will host an investor conference call at 8:30 am ET today to discuss this announcement as well as its fourth quarter and full-year financial results. The webcast and accompanying slides can be accessed at http://investors.intelsat.com/. To participate on the live call, participants should dial +1 844-834-1428 from North America, and +1 920-663-6274 from all other locations. The participant pass code is 48970325. Participants will have access to a replay of the conference call through March 7, 2017. The replay number for North America is +1 855-859-2056, and for all other locations is +1 404-537-3406. The participant pass code for the replay is 48970325.
This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any new securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful. About Intelsat Intelsat S.A. (NYSE: I) operates the world’s first Globalized Network, delivering high-quality, cost-effective video and broadband services anywhere in the world. Intelsat’s Globalized Network combines the world’s largest satellite backbone with terrestrial infrastructure, managed services and an open, interoperable architecture to enable customers to drive revenue and reach through a new generation of network services. Thousands of organizations serving billions of people worldwide rely on Intelsat to provide ubiquitous broadband connectivity, multi-format video broadcasting, secure satellite communications and seamless mobility services. The end result is an entirely new world, one that allows us to envision the impossible, connect without boundaries and transform the ways in which we live. For more information, visit www.Intelsat.com. About OneWeb OneWeb’s mission is to enable affordable Internet access for everyone, to connect all the unconnected schools of the world, and to fully bridge the digital divide by 2027. OneWeb is building a communications network, with a constellation of Low Earth Orbit satellites, that will provide connectivity to billions of people around the world. With more than 10 terabits per second of new capacity, it will extend the networks of mobile operators and ISP’s to serve new coverage areas, bringing voice and data access to consumers, businesses, schools, healthcare institutions and other end users. About SoftBank Group The SoftBank Group is a global technology player that aspires to drive the Information Revolution. The SoftBank Group is comprised of the holding company SoftBank Group Corp. (TOKYO: 9984) and its global portfolio of companies, which includes advanced telecommunications, internet services, AI, smart robotics, IoT and clean energy technology providers. In September 2016, ARM Holdings plc, the world’s leading semiconductor IP company, joined the SoftBank Group. To learn more, please visit www.softbank.com. Intelsat Safe Harbor Statement Statements in this news release, including statements regarding the Tender Offer and the New Debt Financing, constitute “forward-looking statements” that do not directly or exclusively relate to historical facts. When used in this release, the words “may,” “will,” “might,” “should,” “expect,” “plan,” “anticipate,” “project,” “believe,” “estimate,” “predict,” “intend,” “potential,” “outlook,” and “continue,” and the negative of these terms, and other similar expressions are intended to identify forward-looking statements and information.
The forward-looking statements reflect Intelsat’s intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which are outside of Intelsat’s control. Important factors that could cause actual results to differ materially from the expectations expressed or implied in the forward-looking statements include known and unknown risks. Known risks include, among others, market conditions and the risks described in Intelsat’s annual report on Form 20-F for the year ended December 31, 2015, and its other filings with the U.S. Securities and Exchange Commission and risks and uncertainties related to our ability to consummate the New Debt Financing and the Tender Offers.
Because actual results could differ materially fr om Intelsat’s intentions, plans, expectations, assumptions and beliefs about the future, you are urged to view all forward-looking statements with caution. Intelsat does not undertake any obligation to upd ate or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
# # #
In computing Intelsat’s debt-to-Adjusted EBITDA ratio today, we used the face amount of indebtedness outstanding as of February 28, 2017, and the Adjusted EBITDA (“AEBITDA”) for the year ended December 31, 2016. In computing the same ratio pro forma for the transactions as announced today, we assumed that the face amount of Intelsat’s debt outstanding was reduced by $3.6 billion and assumed no change to the AEBITDA for the year ended December 31, 2016. AEBITDA is a non-GAAP financial measure. We have provided a reconciliation of AEBITDA to Net Income, the most directly comparable GAAP financial measure, as an annex to this press release. Calculating this ratio using Net Income in place of AEBITDA, in each case, for the year ended December 31, 2016, Intelsat’s debt-to-net-income ratio is 14.6 and, pro forma for the transactions as announced today, would fall to 11.0.
INTELSAT S.A. UNAUDITED RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA ($ in thousands)
Note: Intelsat calculates a measure called Adjusted EBITDA to assess the operating performance of Intelsat S.A. Adjusted EBITDA consists of EBITDA as adjusted to exclude or include certain unusual items, certain other operating expense items and certain other adjustments as described in the table above. Our management believes that the presentation of Adjusted EBITDA provides useful information to investors, lenders and financial analysts regarding our financial condition and results of operations, because it permits clearer comparability of our operating performance between periods. By excluding the potential volatility related to the timing and extent of non-operating activities, our management believes that Adjusted EBITDA provides a useful means of evaluating the success of our operating activities. We also use Adjusted EBITDA, together with other appropriate metrics, to se t goals for and measure the operating performance of our business, and it is one of the principal measures we use to evaluate our management’s performance in determining compensation under our incentive compensation plans. Adjusted EBITDA measures have been used historically by investors, lenders and financial analysts to estimate the value of a company, to make informed investment decisions and to evaluate performance. Our management believes that the inclusion of Adjusted EBITDA facilitates comparison of our results with those of companies having different capital structures. Adjusted EBITDA is not a measure of financial performance under U.S. GAAP, and our Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted EBITDA should not be considered as an alternative to operating income (loss) or net income (loss), determined in accordance with U.S. GAAP, as an indicator of our operating performance, or as an alternative to cash flows fr om operating activities, determined in accordance with U.S. GAAP, as an indicator of cash flows, or as a measure of liquidity.
zandr пишет: Палец устал простыню прокручивать - в спойлер бы её.
К сожалению, по неизвестной мне причине движок форума крайне негативно воспринял информацию страницы сайта IntelSat (табличку пришлось давать отдельно ). А попытки спрятать под спойлер большую часть инфы движок не позволяет сделать (бросил это дело после 5-й попытки) - я в непонятках . Сорь за "простыню"...
Intelsat, following a conditional $1.7 billion investment from Japanese conglomerate Softbank, has reached a merger agreement to combine with OneWeb. Credit: Intelsat
WASHINGTON — Global satellite operator Intelsat, following a conditional $1.7 billion investment from Japanese conglomerate Softbank, has reached an agreement with OneWeb to form one company offering telecommunications services from geostationary and low Earth orbits, the companies announced Feb. 28.
The Softbank investment is conditioned on Intelsat’s ability to convince enough of its bondholders to participate in a debt swap that, when combined with Softbank’s cash infusion, would shave at least $3.6 billion off Intelsat’s roughly $15 billion debt — assuming at least the minimal level of participation in the debt exchange.
Intelsat CEO Stephen Spengler, in a Feb. 28 conference call with investors, said Intelsat’s 2015 investment in OneWeb was beneficial to Intelsat but fell short of addressing all the target broadband applications the operator has in mind for the future. Spengler said IT traffic is predicted to triple every three years, and that OneWeb will help it capture that business along with new opportunities presented by growth in the connected car and the Internet of Things markets.
“[In 2015] we immediately saw the complementarity between our GEO fleet and the OneWeb LEO fleet, and as we move to this new combined company, what we are really looking at is not just GEO working with LEO, but being completely interoperable in a single network,” he said. “It allows us to architect this solution as one company into a fully integrated network in space and on the ground, and it allows us to both capture the shared vision and accelerate our business plan to deliver broadband everywhere affordably.”
OneWeb, with Intelsat as an investor, raised $500 million in 2015 to field a constellation of 648 small, high-throughput satellites (HTS) to bring internet access to the estimated 4 billion people without it. In December, OneWeb raised $1.2 billion, with $1 billion coming from Softbank, which now owns 43 percent of the company.
In a presentation accompanying Intelsat’s Feb. 28 earnings call, OneWeb now lists its initial fleet size at 882 satellites. Last week, OneWeb founder Greg Wyler disclosed that the company is considering around 2,000 more.
Speaking on the same investor call Feb. 27, Wyler said joining Intelsat gives OneWeb access to Intelsat’s sizeable customer base to offer LEO-HTS services.
“Now, what we will be able to do is offer all the customers a direct, clean upgrade path,” he said. “They will know that this [combined] company is taking care of all their future needs, and they can focus on other things and let the data be served to them.”
Having GEO capacity will also enable OneWeb to offer point-to-multipoint services, such as video distribution and software upgrades to vehicles and devices.
“We are in the midst of a technological revolution and, provided we receive the necessary cooperation from Intelsat bondholders, we welcome the opportunity to support OneWeb as it creates the foundation for next-generation global internet services anywhere on the planet,” Masayoshi Son, chairman and CEO of SoftBank, said in a prepared statement. “This combination is consistent with SoftBank’s strategy of investing in disruptive, foundational technologies that are building the infrastructure for tomorrow, and this proposal offers a win-win opportunity to accelerate OneWeb’s mission while enhancing the Intelsat balance sheet.”
Through the $1.7 billion investment, Softbank will gain a 39.9 percent voting stake in the combined company. Spengler would be CEO, and Wyler the executive chairman.
SoftBank is holding the right to terminate its investment if Intelsat cannot successfully complete its debt exchange offers within 90 days of the date of the agreement. Furthermore, Intelsat’s merger with OneWeb and the investment by Softbank are all cross-conditioned on each other.
Jacques Kerrest, chief financial officer of Intelsat, said the operator expects to complete the debt offers in March, and anticipates closing the merger and investment during the third quarter of 2017 after customary regulatory approvals.