0001209191-20-006578.txt : 20200204 0001209191-20-006578.hdr.sgml : 20200204 20200204181715 ACCESSION NUMBER: 0001209191-20-006578 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20200101 FILED AS OF DATE: 20200204 DATE AS OF CHANGE: 20200204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CIE Management II Ltd CENTRAL INDEX KEY: 0001467287 STATE OF INCORPORATION: XX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35878 FILM NUMBER: 20575395 BUSINESS ADDRESS: STREET 1: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Serafina S.A. CENTRAL INDEX KEY: 0001800976 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35878 FILM NUMBER: 20575396 BUSINESS ADDRESS: STREET 1: 18 RUE ERASME CITY: LUXEMBOURG STATE: N4 ZIP: L-1468 BUSINESS PHONE: 352 26991105 MAIL ADDRESS: STREET 1: 18 RUE ERASME CITY: LUXEMBOURG STATE: N4 ZIP: L-1468 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LMBO Europe SAS CENTRAL INDEX KEY: 0001467289 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35878 FILM NUMBER: 20575397 BUSINESS ADDRESS: STREET 1: 54 AVENUE MARCEAU CITY: PARIS STATE: I0 ZIP: 75008 BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: 54 AVENUE MARCEAU CITY: PARIS STATE: I0 ZIP: 75008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-1 CENTRAL INDEX KEY: 0001467290 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35878 FILM NUMBER: 20575398 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-2 CENTRAL INDEX KEY: 0001467300 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35878 FILM NUMBER: 20575399 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-3 CENTRAL INDEX KEY: 0001467311 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35878 FILM NUMBER: 20575400 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-4 CENTRAL INDEX KEY: 0001467322 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35878 FILM NUMBER: 20575401 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-5 CENTRAL INDEX KEY: 0001467323 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35878 FILM NUMBER: 20575402 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-6 CENTRAL INDEX KEY: 0001467324 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35878 FILM NUMBER: 20575403 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-7 CENTRAL INDEX KEY: 0001467325 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35878 FILM NUMBER: 20575404 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Intelsat S.A. CENTRAL INDEX KEY: 0001525773 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 981009418 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4, rue Albert Borschette CITY: Luxembourg STATE: N4 ZIP: L-1246 BUSINESS PHONE: 352 27-84-1600 MAIL ADDRESS: STREET 1: 4, rue Albert Borschette CITY: Luxembourg STATE: N4 ZIP: L-1246 FORMER COMPANY: FORMER CONFORMED NAME: Intelsat Global Holdings S.A. DATE OF NAME CHANGE: 20110713 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-01-01 0 0001525773 Intelsat S.A. I 0001467287 CIE Management II Ltd HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT Y7 X0 GY1 4HY GUERNSEY 0 0 1 0 0001800976 Serafina S.A. 29, AVENUE DE LA PORTE NEUVE LUXEMBOURG N4 L-2227 LUXEMBOURG 0 0 1 0 0001467289 LMBO Europe SAS 58-60 AVENUE KLEBER PARIS I0 75116 FRANCE 0 0 1 0 0001467290 BC European Capital VIII-1 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT Y7 X0 GY1 4HY GUERNSEY 0 0 1 0 0001467300 BC European Capital VIII-2 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT Y7 X0 GY1 4HY GUERNSEY 0 0 1 0 0001467311 BC European Capital VIII-3 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT Y7 X0 GY1 4HY GUERNSEY 0 0 1 0 0001467322 BC European Capital VIII-4 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT Y7 X0 GY1 4HY GUERNSEY 0 0 1 0 0001467323 BC European Capital VIII-5 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT Y7 X0 GY1 4HY GUERNSEY 0 0 1 0 0001467324 BC European Capital VIII-6 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT Y7 X0 GY1 4HY GUERNSEY 0 0 1 0 0001467325 BC European Capital VIII-7 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT Y7 X0 GY1 4HY GUERNSEY 0 0 1 0 Common Shares 48468543 I See footnote As described in the Reporting Persons' Schedule 13G/A, filed with the U.S. Securities and Exchange Commission on February 14, 2019 with respect to the Issuer's common shares, the Reporting Persons may be deemed to have shared voting and investment power, and may be deemed to have shared beneficial ownership, with respect to the Issuer's common shares held by Serafina S.A. Each of the Reporting Persons, with the exception of CIE Management II Limited and LMBO Europe SAS, disclaims beneficial ownership with respect to any common shares of the Issuer owned by the other Reporting Persons. *The persons listed on Exhibit 99.1 hereto (collectively, the "Reporting Persons") are filing a joint Form 3 report, but there are too many of them to file electronically on the same Form 3. Therefore, the Reporting Persons are executing and jointly filing five identical Form 3 reports with respect to the Issuer's securities. See Exhibit 99.1 filed herewith and incorporated herein by reference for information with respect to each of the Reporting Persons. This Form 3 is the first of five Form 3 reports mentioned above. EXHIBIT LIST Exhibit 24 - Power of Attorney for (i) Serafina S.A.; (ii) the limited partnerships comprising BC European Capital VIII - 1 to 12 (inclusive) and 14 to 34 (inclusive) and 37; (iii) the limited partnerships comprising BC European Capital VIII - 35 SC, 36 SC, 38 SC and 39 SC; (iv) BC European Capital - Intelsat Co-Investment; (v) BC European Capital - Intelsat Co-Investment 1; (vi) CIE Management II Limited; and (vii) LMBO Europe SAS. Exhibit 99.1 - Joint Filer Information /s/ Jason Schaefer as attorney-in-fact 2020-02-04 EX-24.3_891943 2 poa.txt POA DOCUMENT Exhibit 24 POWER OF ATTORNEY Know all by these presents, that each of the undersigned hereby makes, constitutes and appoints each of Jason Schaefer, Mark Rodliffe, Matthew Elston, Pierre Stemper and Christelle Retif, or any of them acting individually, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's respective capacities as an officer and/or director of affiliates or portfolio companies of CIE Management II Limited that may be deemed to have shared beneficial ownership, within the meaning of Rule 13d-1(d) of the Exchange Act, with respect to securities held of Intelsat S.A., a company organized and existing under the laws of the Grand Duchy of Luxembourg (the "Company"), Forms 3, 4, and 5, including amendments thereto, in accordance with Section 16(a) of the Exchange Act, and the rules and regulations thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and file any such form or amendment with the SEC and any stock exchange or similar authority, including filing this Power of Attorney with the SEC; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact, or (b) superseded by a new power of attorney regarding the purposes outlined herein at a later date. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of January, 2020. SERAFINA S.A.: /s/ Christelle Retif Name: Christelle Retif Title: Director /s/ Pierre Stemper Name: Pierre Stemper Title: Director For and on behalf of the Limited Partnerships comprising BC EUROPEAN CAPITAL VIII - 1 to 12 and 14 to 34 and 37: /s/ Matthew Elston Name: Matthew Elston Title: Director, CIE Management II Limited, acting as General Partner to BC European Capital VIII - 1 to 12 and 14 to 34 and 37 /s/ Mark Rodliffe Name: Mark Rodliffe Title: Director, CIE Management II Limited, acting as General Partner to BC European Capital VIII - 1 to 12 and 14 to 34 and 37 For and on behalf of the Limited Partnerships comprising BC EUROPEAN CAPITAL VIII - 35 SC, 36 SC, 38 SC and 39 SC: /s/ Matthew Elston Name: Matthew Elston Title: Director, LMBO Europe SAS acting as Gerant to BC European Capital VIII - 35 SC, 36 SC, 38 SC and 39 SC /s/ Graeme Dell Name: Graeme Dell Title: Director, LMBO Europe SAS acting as Gerant to BC European Capital VIII - 35 SC, 36 SC, 38 SC and 39 SC For and on behalf of BC EUROPEAN CAPITAL-INTELSAT CO-INVESTMENT: /s/ Matthew Elston Name: Matthew Elston Title: Director, CIE Management II Limited, acting as General Partner to BC European Capital-Intelsat Co-Investment /s/ Mark Rodliffe Name: Mark Rodliffe Title: Director, CIE Management II Limited, acting as General Partner to BC European Capital-Intelsat Co-Investment For and on behalf of BC EUROPEAN CAPITAL-INTELSAT CO-INVESTMENT 1: /s/ Matthew Elston Name: Matthew Elston Title: Director, CIE Management II Limited, acting as General Partner to BC European Capital-Intelsat Co-Investment 1 /s/ Mark Rodliffe Name: Mark Rodliffe Title: Director, CIE Management II Limited, acting as General Partner to BC European Capital-Intelsat Co-Investment 1 CIE MANAGEMENT II LIMITED: /s/ Matthew Elston Name: Matthew Elston Title: Director, CIE Management II Limited /s/ Mark Rodliffe Name: Mark Rodliffe Title: Director, CIE Management II Limited LMBO EUROPE SAS: /s/ Matthew Elston Name: Matthew Elston Title: Director, LMBO Europe SAS /s/ Graeme Dell Name: Graeme Dell Title: Director, LMBO Europe SAS EX-99.1 3 attachment1.htm EX-99.1 DOCUMENT
Exhibit 99.1
JOINT FILER INFORMATION

Name of Reporting Person: Serafina S.A.
Address of Reporting Person: 29, avenue de la Porte Neuve, L 2227 Luxembourg
Name of Designated Filer: CIE Management II Limited

Name of Reporting Person: LMBO Europe SAS
Address of Reporting Person: 58 60 Avenue Kleber, Paris, France 75116
Name of Designated Filer: CIE Management II Limited

Name of Reporting Persons: CIE Management II Limited, BC European Capital VIII 1
to 7 (inclusive)
Address of Reporting Persons: Heritage Hall, Le Marchant Street, St. Peter Port,
Guernsey, GY1 4HY
Name of Designated Filer: CIE Management II Limited

Name of Reporting Persons: BC European Capital VIII 8 to 12 (inclusive) and 14
to 18 (inclusive)
Address of Reporting Persons: Heritage Hall, Le Marchant Street, St. Peter Port,
Guernsey, GY1 4HY
Name of Designated Filer: BC European Capital VIII 8

Name of Reporting Persons: BC European Capital VIII 19 to 28 (inclusive)
Address of Reporting Persons: Heritage Hall, Le Marchant Street, St. Peter Port,
Guernsey, GY1 4HY
Name of Designated Filer: BC European Capital VIII 19

Name of Reporting Persons: BC European Capital VIII 29 to 34 (inclusive) and 37,
and BC European Capital VIII 35 SC, 36 SC and 38 SC
Address of Reporting Persons: Heritage Hall, Le Marchant Street, St. Peter Port,
Guernsey, GY1 4HY
Name of Designated Filer: BC European Capital VIII 29

Name of Reporting Persons: BC European Capital VIII 39 SC, BC European Capital
Intelsat Co Investment and BC European Capital Intelsat Co Investment 1
Address of Reporting Persons: Heritage Hall, Le Marchant Street, St. Peter Port,
Guernsey, GY1 4HY
Name of Designated Filer: BC European Capital VIII 39 SC