SES S.A. and Intelsat S.A. announced an agreement for SES to buy Intelsat through the purchase of 100% of the equity of Intelsat Holdings S.a.r.l. for a cash consideration of $3.1 billion (€2.8 billion) and certain contingent value rights.
This combination will create a more robust multi-orbit operator with more coverage, improved resiliency, an expanded suite of solutions, enhanced resources to profitably invest in innovation, and benefit from both companies’ collective talent, expertise, and track record.
The combination will deliver better value for customers and partners and provide a compelling alternative in the satellite communications industry’s new era of growth, innovation, and competition.
The deal is expected to deliver €2.4 billion (NPV) of synergies (85% of equity consideration), with 70% executed within 3 years after closing. It expands multi-orbit satellite-based capabilities, spectrum portfolio, and global ground network to serve customers. Plus, it will increase revenue in high-demand and growing Networks segments, representing about 60% of the expanded revenue base. The company will benefit from a gross backlog of €9 billion, revenue of €3.8 billion, and adjusted EBITDA of €1.8 billion.
The combined SES will continue to be based and domiciled in Luxembourg while maintaining a significant presence in the U.S., notably in the greater Washington, D.C. area.
The deal will be free cash flow accretive to SES from Year 1 and brings together two trusted operators with a combined gross contract backlog of €9 billion and growth-oriented portfolios concentrated on Networks segments with expanding demand. They share a vision of delivering seamless end-to-end customer solutions and complementary investment in innovation. The deal also shares vital balance sheet metrics and long-term cash generation fundamentals.
By integrating the two companies, SES expects to deliver synergies with a total net present value (NPV) of €2.4 billion (after approximately €155 million of estimated realization costs), representing an annual run rate of €370 million, of which approximately 70% is anticipated to be executed within three years after the closing of the transaction. And the NPV of the synergies is equivalent to 85% of the total equity value of the transaction, while opportunities to realize further synergies will be explored before and after closing.
With a combined fleet of more than 100 Geostationary Earth Orbit (GEO) and 26 Medium Earth Orbit (MEO) satellites, the combined SES will benefit from enhanced coverage, greater network resiliency, and complementary spectrum (C-, Ku-, Ka-, Military Ka-, X-band, and Ultra High Frequency) rights, and improved service delivery utilizing an expanded network of ground segment assets.
By the end of 2026, 8 new GEO (including six software-defined) satellites and seven new MEO (O3b mPOWER) satellites will be launched, adding further redundancy and growth capacity.
The two companies are expected to invest a combined CapEx of approximately €1 billion this year, with an average of €600-650 million per annum for 2025-2028, including synergies. And the combination of growing EBITDA and decreasing CapEx will support future free cash flow expansion, supporting future investment in innovation and shareholder returns.
The deal has been unanimously approved by the Board of Directors of both companies and Intelsat shareholders, who hold approximately 73% of the common shares, have entered into customary support agreements requiring them to vote in favor of the transaction.
The deal is subject to relevant regulatory clearances, expected to be received during the second half of 2025. It fully supports SES’s financial policy and is supported by expected total synergies equivalent to 85% of the total equity value of the transaction.
Guggenheim Securities acted as the lead financial advisor to SES. Morgan Stanley acted as co-financial advisor. Deutsche Bank Securities also acted as a financial advisor. Morgan Stanley and Deutsche Bank, Filiale Luxembourg are providing committed financing for the transaction. Guggenheim Securities and Morgan Stanley rendered a fairness opinion to SES’s Board of Directors. Gibson, Dunn & Crutcher, Arendt & Medernach, Hogan Lovells, and Freshfields served as legal counsel to SES. PJT Partners served as financial advisor to Intelsat and rendered a fairness opinion to the Intelsat S.A. Board of Directors. Skadden, Arps, Slate, Meagher & Flom, and Elvinger Hoss Prussen served as legal counsel to Intelsat.
KEY QUOTES:
“This important, transformational agreement strengthens our business, enhances our ability to deliver world-class customer solutions, and generates significant value for our shareholders in a value accretive acquisition which is underpinned by sizeable and readily executable synergies.”
“In a fast-moving and competitive satellite communication industry, this transaction expands our multi-orbit space network, spectrum portfolio, ground infrastructure around the world, go-to-market capabilities, managed service solutions, and financial profile. I am excited by the opportunity to bring together our two companies and augment SES’s own knowledge base with the added experience, expertise, and customer focus of the Intelsat colleagues.”
“Going forward, customers will benefit from a more competitive portfolio of solutions with end-to-end offerings in valuable Government and Mobility segments, combined with value-added, efficient, and reliable offerings for Fixed Data and Media customers. This combination is also positive for our supply chain partners and the industry in creating new opportunities as satellite-based solutions become an increasingly integral part of the wider communications ecosystem.”
“Our expanded business will deliver sustained EBITDA growth and strong cash generation, in turn supporting incremental profitable investment in capabilities and solutions to fulfil rapidly expanding and evolving customer demand while also delivering sustained returns to shareholders.”
- Adel Al-Saleh, CEO of SES
“Over the past two years, the Intelsat team has executed a remarkable strategic reset. We have reversed a 10-year negative trend to return to growth, established a new and game-changing technology roadmap, and focused on productivity and execution to deliver competitive capabilities. The team today is providing our customers with network performance at five 9s and is more dedicated than ever to customer engagement and delivering on our commitments. This strategic pivot sets the foundation for Intelsat’s next chapter.”
“By combining our financial strength and world-class team with that of SES, we create a more competitive, growth-oriented solutions provider in an industry going through disruptive change. The combined company will be positioned to meet customers’ needs around the world and exceed their expectations.”
- David Wajsgras, CEO of Intelsat
