INTELSAT S.A. (Exact Name of Registrant As Specified in Its Charter)
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35878 INTELSAT S.A. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Grand Duchy of Luxembourg (Jurisdiction of incorporation or organization) 4 rue Albert Borschette Luxembourg Grand-Duchy of Luxembourg L-1246 (Address of principal executive offices) Michelle V. Bryan, Esq. Executive Vice President, General Counsel and Chief Administrative Officer Intelsat S.A. 4, rue Albert Borschette L-1246 Luxembourg Telephone: +352 27-84-1600 Fax: +352 27-84-1690 (Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange On Which Registered Common Shares, nominal value $0.01 per share New York Stock Exchange 5.75% Series A mandatory convertible junior non-voting New York Stock Exchange preferred shares, nominal value $0.01 per share Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report. 118,028,651 common shares, nominal value $0.01 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Note—checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☒ International Financial Reporting Standards as issued Other ☐ by the International Accounting Standards Board ☐ If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Table of Contents Explanatory Note This Amendment No. 1 to the Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on October 11, 2017 (this “Amendment”) amends the Annual Report on Form 20-F for the fiscal year ended December 31, 2016 originally filed with the SEC on February 28, 2017 (the “Original Filing”) by Intelsat S.A., a Luxembourg company (“we,” “us,” “our,” “the Company” and “Intelsat” refer to Intelsat S.A. and its subsidiaries on a consolidated basis). This Amendment is filed solely to correct an inadvertent error contained in the Report of Independent Registered Public Accounting Firm of KPMG LLP (“KPMG”) relating to the audit of the Company’s consolidated financial statements. The KPMG report appears on page F-2 of the Original Filing. Except for the correction in the introductory paragraph of the KPMG report as further described below, no other changes have been made to the Original Filing. The introductory paragraph of the KPMG report, as revised in this Amendment on page F-2, corrects an inadvertent error in the Original Filing in the description of the financial statements and schedules audited. The KPMG report, as replaced in this Amendment, does not modify the unqualified opinion previously expressed in the Original Filing. Moreover, there have been no changes made to the consolidated financial statements in the Original Filing. The Company is filing this Amendment solely to: (i) file the revised KPMG report, (ii) resubmit the unchanged consolidated financial statements of the Company to which the revised KPMG report relates, (iii) file KPMG’s consent, and (iv) file currently dated certifications of our principal executive officer and our principal financial officer pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not modified or updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the Original Filing date. 2 Table of Contents PART III Item 18. Financial Statements (a)(1) The following financial statements are included in this Amendment: Page Reports of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2015 and 2016 F-4 Consolidated Statements of Operations for the Years Ended December 31, 2014, 2015 and 2016 F-5 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2014, 2015 and 2016 F-6 Consolidated Statements of Changes in Shareholders’ Deficit for the Years Ended December 31, 2014, 2015 and 2016 F-7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2015 and 2016 F-8 Notes to Consolidated Financial Statements F-9 (a)(2) The following Financial Statement Schedule is included in this Amendment: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2014, 2015 and 2016 F-63 3 Table of Contents Item 19. Exhibits The exhibits listed in the Exhibit Index of the Original Filing are incorporated by reference in this Amendment and the exhibits listed in the Exhibit Index are filed herewith. EXHIBIT INDEX Exhibit No. Document Description 12.3 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. 12.4 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. 13.3 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 13.4 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 15.2 Consent of KPMG LLP 4 Table of Contents SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing this Amendment on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment on its behalf. INTELSAT S.A. Date: October 11, 2017 By /S/ STEPHEN SPENGLER Stephen Spengler Chief Executive Officer Date: October 11, 2017 By /S/ JACQUES KERREST Jacques Kerrest Executive Vice President and Chief Financial Officer 5 Table of Contents Intelsat S.A. Index to Consolidated Financial Statements Page Reports of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2015 and 2016 F-4 Consolidated Statements of Operations for the Years Ended December 31, 2014, 2015 and 2016 F-5 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2014, 2015 and 2016 F-6 Consolidated Statements of Changes in Shareholders’ Deficit for the Years Ended December 31, 2014, 2015 and 2016 F-7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2015 and 2016 F-8 Notes to Consolidated Financial Statements F-9 Schedule II – Valuation and Qualifying Accounts for the Years Ended December 31, 2014, 2015 and 2016 F-63 F-1 Table of Contents Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Intelsat S.A.: We have audited the consolidated financial statements of Intelsat S.A.