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Intelsat Global Holdings S.A. (Exact Name of Registrant As Specified in Its Charter)

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Intelsat Global Holdings S.A. (Exact Name of Registrant As Specified in Its Charter) Table of Contents As filed with the Securities and Exchange Commission on December 19, 2012 Registration No. 333-181527 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Intelsat Global Holdings S.A. (Exact Name of Registrant as Specified in Its Charter) Luxembourg 4899 98-1009418 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) 4, rue Albert Borschette, L-1246 Luxembourg +352 27-84-1600 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Phillip L. Spector, Esq. Executive Vice President, Business Development, & General Counsel Intelsat Global Holdings S.A. 4, rue Albert Borschette L-1246 Luxembourg +352 27-84-1600 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: John C. Kennedy, Esq. Raymond Y. Lin, Esq. Raphael M. Russo, Esq. Senet S. Bischoff, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP Latham & Watkins LLP 1285 Avenue of the Americas 885 Third Avenue New York, NY 10019-6064 New York, NY 10022-4834 (212) 373-3000 (212) 906-1200 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐ CALCULATION OF REGISTRATION FEE Proposed Maximum Title of Each Class of Aggregate Amount of Securities To Be Registered Offering Price(1)(2) Registration Fee(3) Common shares, nominal value $0.01 per share $1,750,000,000 $200,550 (1) Estimated solely for purposes of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. (2) Includes shares that the underwriters have the option to purchase to cover over-allotments, if any. (3) Previously paid. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated December 19, 2012 PROSPECTUS Common Shares Intelsat Global Holdings S.A. to be renamed Intelsat S.A. This is an initial public offering of our common shares. We are offering common shares. Prior to this offering, there has been no public market for our common shares. The initial public offering price of our common shares is expected to be between $ and $ per share. Our common shares have been approved for listing on the New York Stock Exchange under the symbol “I.” Investing in our common shares involves risks. See “Risk Factors” beginning on page 19. Price $ Per Share Underwriting Discounts and Proceeds, Before Price to Public Commissions Expenses, to Us Per Share $ $ $ Total $ $ $ To the extent that the underwriters sell more than common shares, the underwriters have a 30-day option to purchase up to an additional common shares from us on the same terms set forth above. See the section of this prospectus entitled “Underwriting.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the common shares against payment in New York, New York on or about , 2012. Goldman, Sachs & Co. J.P. Morgan Morgan Stanley , 2012 Table of Contents TABLE OF CONTENTS Page Page Prospectus Summary 1 Principal Shareholders 146 Risk Factors 19 Description of Certain Indebtedness 148 Use of Proceeds 37 Description of Share Capital 155 Dividend Policy 38 Comparison of Certain Shareholder Rights 167 Capitalization 39 Shares Eligible for Future Sale 181 Dilution 42 Tax Considerations 183 Selected Historical Consolidated Financial and Other Data 44 Underwriting 191 Management’s Discussion and Analysis of Financial Condition Expenses Relating to the Offering 196 and Results of Operations 48 Service of Process and Enforcement of Liabilities 197 Business 89 Legal Matters 198 Management 124 Experts 198 Certain Relationships and Related Party Transactions 141 Where You Can Find More Information 198 Index to Consolidated Financial Statements F-1 You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with additional or different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus. We will update this prospectus to the extent required by law. The laws of certain jurisdictions may restrict the distribution of this prospectus and the offer and sale of the common shares. Persons into whose possession this prospectus or any common shares may come must inform themselves about, and observe, any such restrictions on the distribution of this prospectus and the offer and sale of the common shares. In particular there are restrictions on the distribution of this prospectus and the offer or sale of the common shares in the United States, the European Economic Area, the United Kingdom, Singapore, Hong Kong and Japan. Neither we nor our representatives are making any representation to any offeree or any purchaser of the common shares regarding the legality of any investment in the common shares by such offeree or purchaser under applicable legal investment or similar laws or regulations. Accordingly, no common shares may be offered or sold, directly or indirectly, and neither this prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. FORWARD-LOOKING STATEMENTS Some of the statements in this prospectus constitute forward-looking statements that do not directly or exclusively relate to historical facts. When used in this prospectus, 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. Examples of these forward-looking statements include, but are not limited to, statements regarding the following: our belief that we are well positioned to enjoy growth in free cash flow in the near future based on our backlog, our high operating leverage, the pending conclusion of our fleet investment program and our stable tax profile; the expected favorable characteristics of our refreshed fleet upon completion of a fleet investment program; our ability to efficiently incorporate new technologies into our network to capture growth; our intention to maximize our revenues and returns by managing our capacity in a disciplined and i Table of Contents efficient manner; our intention to leverage our satellite launches and orbital rights to supply specialized capabilities for certain customers; our goal to expand our leading fixed satellite services business to capture new business opportunities; the trends we believe will increase demand for satellite services and that we believe will allow us to capture new business opportunities in the future; our intent to consider select acquisitions of complementary businesses or technology; our expectation that the fixed satellite services sector will experience growth over the next few years; the trends that we believe will impact our revenue and operating expenses in the future; our assessments regarding
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