1) What is the rationale of the transaction? What is the benefit for SES shareholders?
This combination creates a stronger and more competitive multi-orbit operator with expanded network, increased revenue in highly valuable and growth segments, stronger financial profile, and greater ability to invest in the future to better compete in a dynamic, fast-moving, and competitive satellite communications landscape.
The combined company's capabilities, alongside complementary partnerships, will provide customers with enhanced coverage, improved resilience, and greater flexibility, as well as enabling the company to develop and deliver compelling solutions to drive the specific applications that customers need.
The transaction is highly accretive to free cash flow per share from Year 1 and delivers 2.4 billion net present value of synergies (representing 85% of the equity value for Intelsat and an annualised run rate of around 370 million) of which 70% will be executed within 3 years after closing of the transaction (expected during second half of 2025).
The combined company will have 9 billion of gross backlog (end-2023), 3.8 billion of revenue (2024E), and 1.8 billion of Adjusted EBITDA (2024E) which is expected to grow by mid-single compound average growth rate (CAGR) and underpins a strong, sustained cash flow generation outlook (see below).
2) What is the multiple implied by the transaction?
Based on the mid-point of 2024E Adjusted EBITDA outlook, the transaction represents an EV to Adjusted EBITDA multiple including synergies of 2.75 times or 3.50 times excluding non-cash items of around 175 million in 2024E which are expected to continuously reduce to 20-30 million by 2030 bringing cash EBITDA closer to accounting EBITDA.
$M M
Equity consideration 3,100 2,844
Net debt (end-2023) 1,741 1,597
Lease liabilities (end-2023) 537 492
Dividend paid to Intelsat shareholders 130 119
Expected U.S. C-band reimbursements (475) (435)
Enterprise Value 5,033 4,617
NPV of synergies c.2,600 c.2,400
Enterprise Value (EV) including synergies (A) 2,433 2,217
Adjusted EBITDA (2024E) (B) 870 - 900 800 - 830
Adjusted EBITDA excluding non-cash revenue (C) 680 - 710 625 - 655
EV / Adjusted EBITDA (reported) (A / B) 2.75 times
EV / Adjusted EBITDA (excluding non-cash items) (A/C) 3.50 times
Net Present Value of synergies includes c. 155 million (split c.70% in Year 1 and c.30% in Year 2) of estimated costs to realise anticipated synergies and use a discount rate of c.10%.
3) Can you explain the non-cash revenue noted in Intelsat's Adjusted EBITDA?
Previously, Intelsat had received upfront customer prepayments on certain long dated contracts resulting in Deferred Revenue Liability and interest accounting thereon (pursuant to ASC 606) which leads to an unwinding through the Income Statement via revenue recognition. These non-cash items are expected to be around 175 million in 2024 and gradually reducing to 20-30 million by 2030, bringing cash EBITDA closer to accounting EBITDA. SES expects most of these contracts to be renewed during the coming years resulting in continued stream of cash generating revenue and EBITDA.
4) What are the Contingent Value Rights as part of the transaction?
At the Closing, SES will issue to Intelsat transferable contingent value rights (CVRs) entitling the holders thereof to 42.5% of the net proceeds received by the combined company in respect of any potential future monetisation of the combined company's usage rights for up to 100 MHz of the C-Band downlink spectrum at 3.98 - 4.2 GHz. The remaining 57.5% of net proceeds will be retained by the combined company.
The CVRs will terminate upon the earlier of (i) the full monetisation of the applicable spectrum and (ii) the date that is 7 years and 6 months following the Closing (subject to extensions if an event of monetisation occurs prior to such date, but the applicable consideration has not yet been distributed to the CVR holders).
5) How should investors/analysts model the combined business? What are the main drivers?
The combined company is expected to deliver growing revenue, Adjusted EBITDA, and Adjusted Free Cash Flow based on the following:
2024E Medium-term outlook (2024-2028)
Revenue(1,2) 3.8B Low- to mid-single digit CAGR with growth in Networks (60% of revenue) more than offsetting lower Media revenue
Adjusted EBITDA(2) 1.75 - 1.83B Mid-single digit CAGR including synergies.
Capital expenditure (1.0 - 1.1)B c. 1.0 billion in 2025E. Normalised capital expenditure for the combined company is expected to be an average run rate of 600-650 million per annum for the period 2025-2028
Cash interest expense 325 - 350M For first year (i.e., 2026E), depending on market conditions, then stable to slightly decreasing from 2027E.
Cash Income taxes 40 - 60M 40 - 60 million per annum over the medium-term (2024-2028), excluding any tax payments related to U.S. C-band proceeds.
All financial numbers based on an assumed foreign exchange (FX) rate of 1: $1.09. Financial Outlook information is conditional on nominal satellite health and nominal launch schedule 1) Pro forma financial information are aggregations of the corresponding SES and Intelsat financial information, adjusted for the elimination of material intra-group transactions. 2) Includes c. 175 million of non-cash items in 2024E, expected to reduce to 20-30 million by 2030E.
6) What will the key pro forma debt metrics look like? Does the company expect to maintain its investment grade rating? What will happen to the existing debt of the two companies?
On 31 December 2023, SES had reported gross debt of 4.2 billion (including hybrid bond of 550 million payable in January 2024) and a hybrid bond of 625 million with a combined weighted average interes
Most recent headlines
11/12/2025
Dalet, a leading provider of cloud-native, end-to-end media workflow solutions, ...
01/12/2025
L3Harris and PentenAmio formalise their teaming agreement at MilCIS 2025, streng...
01/12/2025
Artemis II is NASA's first crewed flight test of the Space Launch System rocket and Orion spacecraft. The crew, from left: Commander Reid Wiseman, Pilot Vic...
01/12/2025
IRVINE, Calif. Wooden Camera has introduced its new Accessory Collection for the Canon EOS C50. The new lineup includes a low-profile, gimbal-ready cage, expand...
01/12/2025
WASHINGTON The Federal Communications Commission has released a tentative agenda for its Dec. 18 Open Commission Meeting that will include a vote on a report an...
01/12/2025
In most years, a graph of annual local TV ad spending is about as predictable as an electrocardiogram of a reasonably healthy patient in a doctor's office. ...
01/12/2025
Many industries have seen big-ticket hardware turn into software. Switchers, though, demand a combination of real-time performance and sheer bandwidth that has ...
01/12/2025
GENEVA Shanghai will host the next quadrennial Radiocommunication Assembly (RA-27) and World Radiocommunication Conference (WRC-27), Oct. 11-Nov. 12, 2027. This...
01/12/2025
NEW YORK Just in time for Giving Tuesday tomorrow (Dec. 2), the Broadcasters Foundation of America is seeking out donations to help television and radio industr...
01/12/2025
STOCKHOLM, Sweden Net Insight CEO Crister Fritzson has informed the company's board that he will retire from the video transport and media cloud technology ...
01/12/2025
01 Dec 2025
Kyivstar and Ukrainian Ministry of Digital Transformation Select Go...
01/12/2025
The prequel to the global hit Sky Original mob crime saga, Gomorrah' is a s...
01/12/2025
Featuring Florence Welch, Red Hot Chilli Peppers' Flea, designer Bella Freud...
01/12/2025
Back to All News
A Down to Earth, All Too Relatable Hero: Cashero' Teaser ...
01/12/2025
In the rush to deliver content to every screen, many broadcasters overlook one of the most crucial steps in the workflow: format and frame rate conversion. Get ...
01/12/2025
Fox Corporation Chief Financial Officer Steve Tomsic to Participate in Upcoming ...
01/12/2025
Arvato Systems' Virtual Private Cloud (VPC) Receives BSI C5 Certification (T...
01/12/2025
Summary This short video gives you an summary of the changes in under two minutes.
--...
01/12/2025
As the festive season approaches, RT Supporting the Arts is proud to showcase a...
01/12/2025
Researchers worldwide rely on open-source technologies as the foundation of their work. To equip the community with the latest advancements in digital and physi...
01/12/2025
Festive specials of Christmas in Kilmainham presented by Marty Whelan, High Road Low Road, Callan Kicks the Year and Keys to My Life
Ring in the New Year with ...
01/12/2025
Architect and television presenter Hugh Wallace, best known to RT audiences as a long-serving judge on Home of the Year, has died at the age of 68.
In a state...
28/11/2025
Nadia Fall attends the 2025 Sundance Film Festival premiere of Brides at the Egyptian Theatre on January 24, 2025, in Park City, Utah. (Photo by Donyale West/...
28/11/2025
It's easy to ignore those little red update available badges. But when it ...
28/11/2025
WASHINGTON Federal Communications Commission has released a tentative agenda for the December Open Commission Meeting scheduled for Thursday, December 18, 2025 ...
28/11/2025
The Professional Fighters League is looking to super-serve fans of mixed martial...
28/11/2025
Fubo has released in beta on select Roku devices a new feature that lets users display up to four simultaneous streams at once....
28/11/2025
The WNBA playoffs and Week 4 of the NFL regular season highlight the list of live sports events airing on television this weekend....
28/11/2025
The 32nd class of honorees to the B+C Hall of Fame took to the stage at New York's Ziegfeld Ballroom on September 26 for a gala induction event. Click below...
28/11/2025
We hold in our hands the very last Next Text for Next TV, the weekly back-and-fo...
28/11/2025
DirecTV said it made a deal with EchoStar to buy EchoStar's video businesses, including satellite-TV provider Dish TV and virtual MVPD Sling TV, for $1 plus...
28/11/2025
The Broadcasting+Cable Hall of Fame, the premier industry event paying tribute to the influencers, innovators and shining lights of broadcast, cable and streami...
28/11/2025
Friday 28 November 2025
Sky Sports x Slawn drop limited-edition football jersey...
28/11/2025
Rohde & Schwarz shows resilience in a challenging environment, revenue exceeds t...
28/11/2025
Unwrapped: The Toy Show Appeal - airing this Sunday on RT One and RT Player- s...
27/11/2025
LONDON Vizrt has added several AI-driven advanced features offering improved speed, intelligence and accuracy in the newest version of its media asset managemen...
27/11/2025
Prime Video has launched AI-powered video season recaps in a beta version for select English-language Prime Original series in the U.S., a move Amazon is callin...
27/11/2025
Back to All News
Netflix's Raat Akeli Hai: The Bansal Murders Marks a Grand...
27/11/2025
27 Nov 2025
GSMA brings M360 Eurasia 2026 to Samarkand in partnership with VEON...
27/11/2025
Tahar Rahim and Izuka Hoyle star in the gripping six-part Sky Original from Acad...
27/11/2025
Thursday 27 November 2025
Sky Arts Reveals the Nation's Greatest Basslines - and Queen Reign Supreme
The UK's most iconic basslines have been revealed...
27/11/2025
Back to All News
Stranger Things 5': Prepare for One Last Adventure With O...
27/11/2025
The media industry has a paradox at its core. It's an industry built on light, color and imagination, yet behind the scenes, it's powered by one of the ...
27/11/2025
Rating reflects rating progress across areas including policies, diversity & inclusion, health & safety and Net Zero leadership
Winchester, UK, 27 November 202...
27/11/2025
What are the industry standards for Retail Media? Kathryn explains that certification is based on the IAB Europe Retail Media Measurement Standards and the IAB ...
27/11/2025
World champion boxer and Irish sporting icon Katie Taylor will be in studio this...
27/11/2025
Roblox, one of the world's most popular online gaming platforms for primary ...
27/11/2025
Black Friday is leveling up. Get ready to score one of the biggest deals of the season - 50% off the first three months of a new GeForce NOW Ultimate membership...
26/11/2025
SVG Sit-Down: Prime Video EP Mike Muriano Previews Massive Black Friday Slate Fe...
1) What is the rationale of the transaction? What is the benefit for SES shareholders?
