Intelsat (Luxembourg) S.A.’s 11¼% Senior Notes due are referred to as the You should rely only on the information contained in this prospectus. Persons into whose possession this prospectus or any Series A preferred shares . all references in this prospectus to Intelsat Global Holdings S.A. and Intelsat. Intelsat S.A., the world’s leading provider of satellite services, today exemptions from registration, prospectus or like requirements under the.

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Filed Pursuant to Rule b 3 Registration Nos. The selling securityholders are affiliates of ours and we have agreed to file this prospectus to register the new notes held by the selling securityholders for resale.

We will not receive any proceeds from the sale of the new notes in this offer. 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 date of this prospectus is May 11, Summary Historical Consolidated Financial Data. Service of Process and Enforcement of Liabilities. Selected Historical Consolidated Financial Data. Certain Relationships and Related Party Transactions. Description of Other Indebtedness. Description of the Notes. Book-Entry; Delivery and Form. Index to Consolidated Financial Statements. The notes and the PIK notes are together referred prospectuss as the notes.

The registered notes issued on the closing of the exchange offer on January 20, are referred to as the new notes and the unregistered notes initially issued on June 27, are prospecfus to as the original notes.

You should rely only on the information contained in this prospectus.

Intelsat Moves Forward with $800 Million Initial Public Offering

We and the selling securityholders 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.

The selling securityholders are offering to sell the new notes only in jurisdictions where these offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus. Table of Contents The laws of certain jurisdictions may restrict the distribution of this prospectus and the offer and sale of the notes. Persons into whose possession this prospectus or any notes may come must inform themselves about, and observe, any such restrictions on the distribution of this prospectus and the offering and sale of the notes.

In particular there are restrictions on the distribution of this prospectus and the offer or sale of the notes in the United States, the European Economic Area, Switzerland, Singapore, Hong Kong and Japan. None of Intelsat Luxembourg, Intelsat S. Accordingly, no notes 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.

This prospectus includes information with respect to market share and industry conditions from third-party sources or based upon our estimates using such sources when available. Similarly, our internal research is based upon our understanding of industry conditions, and such information has not been verified by any independent sources. The notes are guaranteed by Intelsat S. You should read the following summary together with the more detailed information and financial statements and their notes included elsewhere in this prospectus.

Based on the scale and global coverage of our network, our extensive customer relationships and our reputation for highly reliable services, we believe that we are the leading FSS company in the world. We operate more satellite capacity in orbit, have more satellite capacity under contract, serve more commercial customers and deliver services in more countries than any other commercial satellite operator.


We are the leading provider of commercial satellite capacity to the U. The span of our business ranges from global distribution of content for media companies to essential network backbones for communications providers in high-growth emerging markets. Our business is the most diversified in the FSS sector based on types of service offerings, number of customers and revenue concentration by satellite and geography.

This diversity reduces our market and operating risk. Our broad customer base and geographic presence also provide us with early opportunities to support new communications applications in a converging world.

Generally, our customers need the connectivity satellites provide so long as they are in business or pursuing their mission. This gives us stability during economic downturns.

For instance, for media applications, our satellite services provide efficient broadcast distribution that is difficult for terrestrial services to match. For network services applications, our satellite solutions provide higher reliability than is available from local terrestrial services, and allow our customers to reach geographies that they would otherwise be unable to serve.

The Intelsat network supports: The distribution of television entertainment and news programming. The expansion of wireless networks in emerging regions without adequate infrastructure. Ubiquitous access to broadband for Internet and fixed and mobile networks used by corporations and other organizations. Completion and extension of international, national and regional voice and data networks; and. Highly specialized fixed and mobile military applications, such as secure communications networks and bandwidth to enable manned and unmanned aerial vehicle missions.

Our satellite capacity is complemented by IntelsatONE SMour terrestrial network comprised of leased fiber optic cable and owned and operated teleports.

Filed Pursuant to Rule (b)(4)

Intelsay believe that IntelsatONE SM provides significant differentiation and is an important element of our growth strategy. We have a reputation for operational and engineering leadership, built on our experience of over 45 years in the FSS sector. The reliability of our network is outstanding, delivering We operate in an attractive, intelsqt sector of the satellite communications industry, which is benefiting from increasing demand for capacity from the commercial sector and.

Table of Contents governments. The FSS sector is characterized by steady and predictable contracted revenue streams, high operating margins, strong cash flows and long-term contractual commitments.

We believe these sector characteristics, coupled with our cost-efficient, fully integrated operating structure and favorable tax profile, provide us with an attractive business model. We typically contract with our customers for long-term commitments of up to 15 years. We believe that our prospcetus scale and efficient operating profile, diversified customer sets and sizeable backlog, together with the growing worldwide demand for entertainment and connectivity, provide us with a platform for success.

Fixed satellite services are an integral part of the global communications infrastructure. Our customers use our services because of the distinct technical and economic benefits that satellite services provide for certain critical applications.

Satellites provide a number of advantages over terrestrial communications systems, including the following: Satellite beams effectively blanket service regions with bandwidth, enabling any user within a coverage area to have equal access to highly reliable bandwidth.

Efficient content distribution through the ability to broadcast high quality signals from a single location to many locations simultaneously. The ability to extend beyond terrestrial network end points, or provide an alternative path to terrestrial infrastructure, thus avoiding points of congestion or unreliability.

Fast network deployments, with network performance easily replicated across each site regardless of geography or infrastructure, and efficient centralized control and management.

Superior end-to-end network availability as compared to the availability of terrestrial networks; and. Instant prosspectus infrastructure for disaster recovery.

There is a finite number of geostationary orbital slots in which FSS satellites can be located, and many orbital intelst already hold operational satellites. Today, there are only three FSS operators, including us, providing global services, which is increasingly important as multinationals and governments seek a one-stop solution for obtaining global connectivity.


Intelsat is the largest of any operator in terms of rights to orbital slots in the most valuable C- and Ku-band spectrums. Table of Contents We believe a number of trends are creating increasing demand for satellite services, expanding the FSS sector: Globalization of economic activities is increasing the geographic expansion of corporations and the communications networks that support them and creating new audiences for content.

Globalization also increases the communications requirements for governments supporting embassy and military applications. Connectivity and broadband access are essential elements of infrastructure supporting the rapid economic growth of developing nations.

Globally dispersed organizations are increasingly moving to satellite-based infrastructure to provide better access, reliability and control. Proliferation of content and formats is resulting in increased bandwidth requirements as content owners seek to maximize distribution to multiple viewing audiences across multiple technologies. Mobility applicationssuch as wireless phone services, maritime communications and aerial services, are fueling demand for bandwidth on the move. Rapid growth in cellular services for developing regions is expected to transition demand for voice only services to demand for data and video services over time, resulting in increased network bandwidth requirements.

Given the low penetration of fixed-line telephone services in emerging markets and the introduction of smart phones and netbooks, Internet access in these markets may be primarily mobile. Significant technology advancements in aerial data and video services for government applications, such as unmanned aerial vehicles, also is resulting in increased demand for satellite-based bandwidth.

The fundamentals of the sector have consistently improved over the past few years, with continued strong demand despite the generally poor economic environment in many regions of the world.

The average price per transponder for the period to forecasted by NSR in its study was approximately We seek revenue growth and increased cash flows by expanding our leading FSS business in high growth regions and applications while maintaining our focus on operational discipline.

Given our efficient operating structure, we believe our strategies will position us to continue to deliver high operating margins, and to generate strong cash flow and growth as our current fleet investment program is completed. The key components of our strategy include the following: Focus our core business on attractive and growing applications.

We have an industry-leading position in each of the customer sets served by our business. We believe our global network and regional strengths will allow us to capture new business opportunities as a result of the following: Growth in multinational enterprise broadband access requirements resulting from globalization. New broadband connectivity requirements for aerial and maritime applications.

Content and format proliferation, such as standard definition and high definition formats, increasing the capacity needs of our programmer customers. Programmers and broadcasters seeking new global distribution capabilities to deliver content in new regions.

The need for broadband and turn-key networks for in-theatre communications. Rapidly increasing bandwidth requirements resulting from the use of manned and unmanned aerial vehicles; and. Hosted payload opportunities as government customers increasingly seek timely and cost efficient access to space, filling capacity gaps by co-locating their space assets on commercial satellites. Optimize our space-based assets, including orbital locations and spacecraft. We are conducting a significant capital expenditure fleet investment program during the five-year period from to By the conclusion of the current investment cycle inthe characteristics of our refreshed fleet are expected to include the following: A significant increase in the proportion of high-power, land mass-focused transponders suitable for broadband and video applications, which typically command a higher price, resulting in an opportunity to increase the overall yield on our fleet.

Expanded capacity to serve our faster-growth network services and government customers, particularly in emerging markets.