Edward O. Sassower, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807)

Steven N. Serajeddini, P.C. (admitted pro hac vice) Peter J. Barrett (VA 46179)

Aparna Yenamandra (admitted pro hac vice) Jeremy S. Williams (VA 77469)

KIRKLAND & ELLIS LLP KUTAK ROCK LLP

KIRKLAND & ELLIS INTERNATIONAL LLP 901 East Byrd Street, Suite 1000

601 Lexington Avenue Richmond, Virginia 23219-4071

New York, New York 10022 Telephone: (804) 644-1700

Telephone: (212) 446-4800 Facsimile: (804) 783-6192

Facsimile: (212) 446-4900

Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION 

)

In re: ) Chapter 11

)

INTELSAT S.A., et al.,

1 ) Case No. 20-32299 (KLP) 

)

Debtors. ) (Jointly Administered)

)

NOTICE OF FILING OF REVISED NOTICE AND OPT-IN FORM IN CONNECTION 

WITH THE EQUITY GROUP SETTLEMENT AND ISA WARRANTS

PLEASE TAKE NOTICE that on December 23, 2021 the above-captioned debtors and 

debtors in possession (collectively, the “Debtors”) filed the Debtors’ Motion for Entry of an Order 

Authorizing the Debtors to Enter into the Equity Group Settlement [Docket No. 3955] 

(the “Motion”) with the United States Bankruptcy Court for the Eastern District of Virginia, which 

Motion includes a proposed form of order. Attached as Exhibit 2 to the proposed form of order is 

a proposed Notice and Opt-Out Form in Connection with the Equity Group Settlement and ISA 

Warrants (the “Opt-Out Form”).

PLEASE TAKE FURTHER NOTICE that the Debtors are hereby filing a revised 

proposed Notice and Opt-In Form in Connection with the Equity Group Settlement and ISA 

Warrants (the “Revised Opt-In Form”), which is attached hereto as Exhibit A.

PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit B is a redline of 

the Revised Opt-In Form as compared to the original Opt-Out Form filed with the Motion.

1 Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a 

complete list of the Debtor entities and the last four digits of their federal tax identification numbers is not 

provided herein. A complete list may be obtained on the website of the Debtors’ proposed claims and noticing 

agent at https://cases.stretto.com/intelsat. The location of the Debtors’ service address is: 7900 Tysons One Place, 

McLean, VA 22102.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 1 of 52
2

PLEASE TAKE FURTHER NOTICE that copies of the Motion, the Revised Opt-In Form, and 

all other documents filed in these chapter 11 cases are available free of charge by: (a) visiting the 

Debtors’ restructuring website at https://cases.stretto.com/intelsat and/or (b) by calling (866) 977-

0883 (toll free) or, for international callers, (503) 520-4412 (international). You may also obtain 

copies of any pleadings filed in these chapter 11 cases for a fee via PACER at: 

http://www.vaeb.uscourts.gov in accordance with the procedures and fees set forth therein.

[Remainder of page intentionally left blank.]

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 2 of 52
3

Richmond, Virginia

Dated: January 5, 2022

/s/ Jeremy S. Williams

KUTAK ROCK LLP KIRKLAND & ELLIS LLP

Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP

Peter J. Barrett (VA 46179) Edward O. Sassower, P.C. (admitted pro hac vice)

Jeremy S. Williams (VA 77469) Steven N. Serajeddini, P.C. (admitted pro hac vice)

901 East Byrd Street, Suite 1000 Aparna Yenamandra (admitted pro hac vice)

Richmond, Virginia 23219-4071 601 Lexington Avenue

Telephone: (804) 644-1700 New York, New York 10022

Facsimile: (804) 783-6192 Telephone: (212) 446-4800

Email: Michael.Condyles@KutakRock.com Facsimile: (212) 446-4900

Peter.Barrett@KutakRock.com Email: Edward.Sassower@kirkland.com

Jeremy.Williams@KutakRock.com Steven.Serajeddini@kirkland.com

Aparna.Yenamandra@kirkland.com

Co-Counsel to the Debtors Co-Counsel to the Debtors

and Debtors in Possession and Debtors in Possession

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 3 of 52
Exhibit A

Revised Opt-In Form

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 4 of 52
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

INTELSAT S.A., et al.,

1

) Case No. 20-32299 (KLP)

)

Debtors. ) (Jointly Administered)

)

NOTICE AND OPT-IN FORM IN CONNECTION WITH 

THE EQUITY GROUP SETTLEMENT AND ISA WARRANTS

PLEASE READ––YOUR RESPONSE IS REQUIRED BY [●]

 This notice only applies to you if you are a Holder of Interests in Intelsat S.A. as of December 7, 2021

(the “Record Date”), who is not an insider of the Debtors, including, but not limited to, Holders of Interests in

Intelsat S.A. who at any time designated members of the board of directors of Intelsat S.A. (such Holder who

satisfies the foregoing conditions, an “Eligible Holder”).

 If you are an Eligible Holder, you may elect to participate in the Equity Group Settlement, and, if you

validly and fully complete and return the enclosed “Equity Group Settlement Opt-In Form” (including 

the Investor Questionnaire attached thereto) by [●], prevailing Eastern Time (the “Election Deadline”),

receive the ISA Warrants (as defined herein) (subject to applicable law and the Holder Limit (as defined 

herein)). 

 For the avoidance of doubt:

 If you wish to make the above elections, you MUST validly and fully complete and return the

enclosed Equity Group Settlement Opt-In Form (including the Investor Questionnaire attached 

thereto) by the Election Deadline.

 Any Eligible Holder’s receipt of the ISA Warrants is subject to applicable law and the Holder Limit.

 If you elect to participate in the Equity Group Settlement BUT the Holder Limit has been reached

OR you otherwise do not fully complete and timely return an Equity Group Settlement Opt-In 

Form by the Election Deadline, YOU WILL BE DEEMED TO HAVE PARTICIPATED IN THE 

EQUITY GROUP SETTLEMENT, INCLUDING, AMONG OTHER THINGS, BEING ADDED 

TO THE DEFINITION OF “RELEASED PARTIES” AND “RELEASING PARTIES” UNDER 

THE PLAN, SUBJECT TO YOUR RIGHTS AND PERFORMANCE UNDER THE EQUITY 

GROUP SETTLEMENT, AND WILL NOT RECEIVE ANY ISA WARRANTS.

 For additional information and instructions, please read the Equity Group Settlement Opt-In Form enclosed

at the end of this notice as Attachment A.

Please refer any questions to Stretto at 

(855) 382-8754 (toll free) or +1 (949) 377-2090 (international) or

email IntelsatEquitySettlement@stretto.com

1 Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a 

complete list of the Debtor entities and the last four digits of their federal tax identification numbers is not 

provided herein. A complete list may be obtained on the website of the Debtors’ Solicitation Agent at 

https://cases.stretto.com/intelsat. The location of the Debtors’ service address is: 7900 Tysons One Place, 

McLean, VA 22102.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 5 of 52
2

PLEASE TAKE NOTICE THAT, on December 17, 2021, the United States Bankruptcy Court for the 

Eastern District of Virginia (the “Bankruptcy Court”) entered an order [Docket No. 3894] (the “Confirmation Order”) 

confirming the Debtors’ Fourth Amended Joint Plan of Reorganization of Intelsat S.A. and Its Debtor Affiliates 

[Docket No. 3891] (the “Plan”).

PLEASE TAKE FURTHER NOTICE THAT, on [●], 2022, the Bankruptcy Court entered an Order 

Authorizing the Debtors to Enter into the Equity Group Settlement [Docket No. [●]] (the “Equity Group Settlement 

Order”).

2 The Equity Group Settlement Order authorized Intelsat S.A., which is to reorganize as of the Effective Date 

as a Luxembourg corporation, to, among other things, issue warrants (the “ISA Warrants”) for shares of Reorganized 

S.A. Common Stock to certain Supporting Holders of Allowed Interests in Intelsat S.A. The ISA Warrants, in the 

aggregate, will be exercisable for an aggregate number of shares of Reorganized S.A. Common Stock that represent

10.0% of the Reorganized S.A. Common Stock that is outstanding upon completion of the Restructuring Transactions

on or about the Effective Date. Any issuance pursuant to an ISA Warrant (or subsequent transfer of an ISA Warrant) 

remains subject to compliance with applicable law, including the laws of Luxembourg, the U.S. federal securities 

laws, and the Holder Limit. Further, the ISA Warrants (i) may not be exercised or subsequently transferred, subject 

to certain limited exceptions, within one year of the initial issuance of the ISA Warrants, (ii) will have a seven-year 

tenor, and (iii) will have an exercise price based on the amount of all Allowed Claims against Intelsat S.A. (which 

amount is currently estimated to be approximately $409.9 million), plus accrued and unpaid interest at the contract 

rate on the principal amount of such Allowed Claims through the Effective Date (which amount is currently estimated 

to be approximately $31.1 million from the Petition Date through January 31, 2022),3less the S.A. Unsecured 

Recovery as such may be further adjusted relating to dividends and other customary adjustments. Further, the ISA 

Warrants shall be transferable and tradeable on a national securities exchange only in the event that (subject to 

compliance with applicable law and at which time it is expected that the Holder Limit would be removed), and solely 

to the extent that, the Reorganized S.A. Common Stock is or becomes tradeable on a national securities exchange. 

Notwithstanding anything to the contrary, any issuance or transfer of the ISA Warrants, including any 

subsequent transfers, may not result in Reorganized S.A. having (i), in the aggregate, 1,800 or more holders of record

(as such concept is understood for purposes of Section 12(g) of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”)) (the “Initial Holders”) or (ii), in the aggregate, more than 450 of such Initial Holders (as such 

concept is understood for purposes of Section 12(g) of the Exchange Act) that do not satisfy the definition of an 

“accredited investor” within the meaning of Rule 501(a) under Regulation D of the Securities Act (the “Holder 

Limit”). For the avoidance of doubt, Reorganized S.A. may not issue the ISA Warrants to a number of holders in 

excess of the Holder Limit. The Holder Limit will be applied and determined in Reorganized S.A.’s sole discretion, 

but Reorganized S.A. shall use commercially reasonable efforts to allocate the ISA Warrants, to the maximum extent 

that would not cause the Holder Limit to be exceeded, in descending order by number of shares of Common Stock of 

Intelsat S.A. beneficially held on the Record Date by the respective Supporting Holders of Allowed Interests that fully 

complete and timely return an Equity Group Settlement Opt-In Form, including all information as required therein, 

by the Election Deadline, on a pro rata basis in proportion, as nearly as practicable, to the number of shares of 

Common Stock of Intelsat S.A. verifiably submitted by each such Supporting Holder of Allowed Interests as such 

Holder’s existing interest of Common Stock of Intelsat S.A. as of the Record Date (see “–Existing Interests” in 

Attachment A hereto);

4 provided, however, that (A) all the Supporting Holders of Allowed Interests as set forth on 

Amended Verified Statement of the Ad Hoc Group of Equity Holders of Intelsat S.A. Pursuant to Bankruptcy Rule 2019 

[Docket No. 3747] that fully complete and timely return an Equity Group Settlement Opt-In Form by the Election 

Deadline shall be included within (but without any increase of) the Holder Limit, which, for the avoidance of doubt, 

2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan or 

the Equity Group Settlement Order, as applicable.

3

Interest will accrue through the Effective Date.

4 To the extent that the allocation of ISA Warrants to a Supporting Holder of Allowed Interests would cause the 

Holder Limit to be exceeded, such Supporting Holder of Allowed Interests shall not be entitled to an allocation 

of ISA Warrants and the pro rata amount of such ISA Warrants shall instead be re-allocated among Supporting 

Holders of Allowed Interests that are allocated ISA Warrants.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 6 of 52
3

shall not be expanded beyond the aforementioned limitations, and (B) if including certain Supporting Holders of 

Allowed Interests that are holding approximately the same number of shares of Common Stock of Intelsat S.A. would 

cause the Holder Limit to be breached, Reorganized S.A. intends to exclude such Holders by allocating the ISA 

Warrants based on which Holders fully complete and timely return an Equity Group Settlement Opt-In Form by the 

Election Deadline first. FOR THE AVOIDANCE OF DOUBT, STRETTO MUST ACTUALLY RECEIVE YOUR

EQUITY GROUP SETTLEMENT OPT-IN FORM, INCLUDING YOUR INVESTOR QUESTIONNAIRE

ATTACHED AS APPENDIX A, ON OR BEFORE THE ELECTION DEADLINE TO RECEIVE ANY ISA 

WARRANTS. If you elect to participate in the Equity Group Settlement BUT the Holder Limit has been 

reached or you otherwise do not fully complete and timely return an Equity Group Settlement Opt-In Form by 

the Election Deadline, you will be deemed to have participated in the Equity Group Settlement only, and will 

not receive any ISA Warrants.

Further, the Equity Group Settlement Order authorized, among other things, (a) adding “Supporting Holders 

of Allowed Interests” and Equity Group Professionals (as defined herein) to the definitions of “Released Parties” and 

“Releasing Parties” under the Plan; (b) Intelsat S.A. paying reasonable and documented fees and expenses incurred 

by the Foley & Lardner LLP and Kirby McInerney LLP as co-counsel (collectively, the “Equity Group Professionals”) 

in the aggregate amount of $1,100,000.00 (the “Equity Group Professional Fees”); and (c) allowing Stretto to distribute 

the Equity Group Settlement Opt-In Form to Eligible Holders of Interests in Intelsat S.A. as of the Record Date (as 

defined herein).

Please be advised that it is intended, pursuant to the Plan, that Reorganized S.A. will change its legal name 

as soon as commercially possible after the Restructuring Transactions. 

PLEASE TAKE FURTHER NOTICE THAT you are an Eligible Holder only if you: (a) are not an insider 

of the Debtors, including, but not limited to, Holders of Interests who at any time designated members of the board of 

directors of Intelsat S.A.; and (b) are a Holder of Interests in Intelsat S.A. as of the Record Date.

PLEASE TAKE FURTHER NOTICE THAT, pursuant to the Equity Group Settlement Order, if you 

return the enclosed Equity Group Settlement Opt-In Form by the Election Deadline (including the Investor 

Questionnaire attached thereto), you may elect to participate in the Equity Group Settlement, and, if you validly and 

fully complete and return the Equity Group Settlement Opt-In Form (including the Investor Questionnaire attached 

thereto), receive the ISA Warrants (subject to applicable law and the Holder Limit). For the avoidance of doubt, you 

may elect to participate in the Equity Group Settlement without electing to receive any ISA Warrants. Further, an 

Eligible Holder’s receipt of the ISA Warrants is subject to applicable law and the Holder Limit.

PLEASE TAKE FURTHER NOTICE THAT if you would like to obtain a copy of the Equity Group 

Settlement Order, the Plan, the Confirmation Order, or related documents, you may: (a) access the Debtors’ 

restructuring website at https://cases.stretto.com/intelsat/; (b) write to Intelsat S.A. c/o Stretto, 410 Exchange, Suite 

100, Irvine, CA 92602; (c) call (855) 382-8754 (toll free) or +1 (949) 377-2090 (international) and request to speak 

with a member of the Solicitation Group; or (d) email Intelsatinquiries@stretto.com and reference “Intelsat” in the 

subject line. You may also obtain copies of any pleadings filed in the Chapter 11 Cases for a fee via PACER on the 

Bankruptcy Court’s website at: www.vaeb.uscourts.gov.

PLEASE TAKE FURTHER NOTICE THAT if you have any questions about the status of any of your 

Claims or Interests, you should contact Stretto in accordance with the instructions provided above.

 For the avoidance of doubt, you may elect to participate in the Equity Group Settlement, and, if you

validly and fully complete and return the enclosed Equity Group Settlement Opt-In Form (including the 

Investor Questionnaire attached thereto), receive the ISA Warrants (subject to applicable law and the 

Holder Limit). 

 If you wish to make the above elections, you MUST return the enclosed Equity Group Settlement OptIn Form (including the Investor questionnaire attached thereto) by the Election Deadline, namely, [●], 

prevailing Eastern Time.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 7 of 52
4

 If you elect to participate in the Equity Group Settlement but the Holder Limit has been reached OR

you otherwise fail to fully complete the Equity Group Settlement Opt-In Form (including the Investor 

Questionnaire attached thereto), YOU WILL BE DEEMED TO HAVE PARTICIPATED IN THE

EQUITY GROUP SETTLEMENT ONLY, AND WILL NOT RECEIVE ANY ISA WARRANTS.

 Specific information on the Equity Group Settlement Opt-In Form follows.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 8 of 52
Richmond, Virginia 

Dated: [●]

KUTAK ROCK LLP KIRKLAND & ELLIS LLP

Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP

Peter J. Barrett (VA 46179) Edward O. Sassower, P.C. (admitted pro hac vice)

Jeremy S. Williams (VA 77469) Steven N. Serajeddini, P.C. (admitted pro hac vice)

901 East Byrd Street, Suite 1000 Aparna Yenamandra (admitted pro hac vice)

Richmond, Virginia 23219-4071 601 Lexington Avenue

Telephone: (804) 644-1700 New York, New York 10022

Facsimile: (804) 783-6192 Telephone: (212) 446-4800

Email: Michael.Condyles@KutakRock.com Facsimile: (212) 446-4900

Peter.Barrett@KutakRock.com Email: Edward.Sassower@Kirkland.com

Jeremy.Williams@KutakRock.com Steven.Serajeddini@Kirkland.com

Aparna.Yenamandra@Kirkland.com

Co-Counsel to the Debtors

and Debtors in Possession Co-Counsel to the Debtors

and Debtors in Possession

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 9 of 52
Attachment A

Equity Group Settlement Opt-In Form

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 10 of 52
OPTIONAL: EQUITY GROUP SETTLEMENT OPT-IN FORM

This opt-in form (the “Equity Group Settlement Opt-In Form”) applies to you only if you are a Holder of Interests in 

Intelsat S.A. as of December 7, 2021 (the “Record Date”), who is not an Insider of the Debtors, including, but not 

limited to, Holders of Interests who at any time designated members of the board of directors of Intelsat S.A.

ITEM 1. OPTIONAL EQUITY GROUP SETTLEMENT ELECTION. YOU MAY ELECT TO OPT IN TO 

THE EQUITY GROUP SETTLEMENT CONTAINED IN THE EQUITY GROUP SETTLEMENT ORDER

IF YOU CHECK THE BOX(ES) BELOW:

ELECT TO PARTICIPATE IN THE EQUITY GROUP SETTLEMENT.

For the avoidance of doubt, if you do not elect to participate in the Equity Group Settlement, you will not 

participate in this settlement and will not receive any ISA Warrants. 

AND

IF ELECTED TO PARTICIPATE IN THE EQUITY GROUP SETTLEMENT, ELECT TO 

RECEIVE THE ISA WARRANTS; provided, however, that you are not an Insider of the Debtors, 

including, but not limited to, Holders of Interests in Intelsat S.A. who at any time designated members of the 

board of directors of Intelsat S.A.; provided, further, that you acknowledge and agree that any issuance of 

ISA Warrants may not result in Reorganized S.A. having (i), in the aggregate, 1,800 or more holders of 

record (as such concept is understood for purposes of Section 12(g) of the Securities Exchange Act of 1934, 

as amended (the “Exchange Act”)) (the “Initial Holders”) or (ii), in the aggregate, more than 450 of such 

Initial Holders (as such concept is understood for purposes of Section 12(g) of the Exchange Act) that do not 

satisfy the definition of an “accredited investor” within the meaning of Rule 501(a) under Regulation D of 

the Securities Act (the “Holder Limit”). If the Holder Limit has been reached, you will be deemed to 

have participated in the Equity Group Settlement only, and will not receive any ISA Warrants. 

For the avoidance of doubt, to be eligible to receive the ISA Warrants (subject to applicable law and the 

Holder Limit), you MUST validly and fully complete and return this Equity Group Settlement Opt-In Form 

(including the Investor Questionnaire attached hereto) by the Election Deadline. 

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 11 of 52
2

Additionally, for the avoidance of doubt, Reorganized S.A. may not issue the ISA Warrants to a number of 

holders in excess of the Holder Limit. The Holder Limit will be determined and calculated in Reorganized 

S.A.’s sole discretion, but Reorganized S.A. shall use commercially reasonable efforts to allocate the ISA

Warrants to the maximum extent that would not cause the Holder Limit to be exceeded, in descending order

by number of shares of Common Stock of Intelsat S.A. beneficially held on the Record Date by the respective

Supporting Holders of Allowed Interests that fully and properly complete and timely return this Equity Group

Settlement Opt-In Form, including all information as required herein, by the Election Deadline, on a pro rata

basis in proportion, as nearly as practicable, to the number of shares of Common Stock of Intelsat S.A.

verifiably submitted by each such Supporting Holder of Allowed Interests as such Holder’s existing interest

of Common Stock of Intelsat S.A. as of the Record Date;

1 provided, however, that (A) all the Supporting

Holders of Allowed Interests as set forth on Amended Verified Statement of the Ad Hoc Group of Equity

Holders of Intelsat S.A. Pursuant to Bankruptcy Rule 2019 [Docket No. 3747] that fully complete and timely

return this Equity Group Settlement Opt-In Form by the Election Deadline shall be included within (but

without any increase of) the Holder Limit, which, for the avoidance of doubt, shall not be expanded beyond

the aforementioned limitations, and (B) if including certain Supporting Holders of Allowed Interests that are

holding approximately the same number of shares of Common Stock of Intelsat S.A. would cause the Holder

Limit to be breached, Reorganized S.A. intends to exclude such holders by allocating the ISA Warrants based

on which Holders fully complete and timely return this Equity Group Settlement Opt-In Form by the Election

Deadline first.

The Debtors, including Reorganized S.A., have not authorized any person to make any recommendation on 

their behalf as to whether you should elect to participate in the Equity Group Settlement or receive the ISA 

Warrants. If anyone makes any recommendation or representation to you or gives you any information, you 

must not rely upon that recommendation, representation, or information as having been authorized by the 

Debtors. You must make your own decision whether or not to participate in the Equity Group Settlement

and receive the ISA Warrants. The Debtors urge you to consult your personal financial, tax, and legal 

advisors before deciding whether to elect to participate in the Equity Group Settlement and receive the ISA 

Warrants.

YOU MUST COMPLETE ITEMS 2, 3, & 4 BELOW AND THE INVESTOR QUESTIONNAIRE ATTACHED 

HERETO AS APPENDIX A TO PARTICIPATE IN THE EQUITY GROUP SETTLEMENT AND RECEIVE 

THE ISA WARRANTS (SUBJECT TO APPLICABLE LAW AND THE HOLDER LIMIT).

ITEM 2. EXISTING INTEREST

The undersigned hereby certifies that, as the close of business on December 7, 2021, Holder identified in Item 3 below 

held _________ shares of Common Stock in Intelsat S.A. (CUSIP No. L5140P 101). Please be advised that the 

Debtors make no representation on the accuracy of this CUSIP. 

ITEM 3. ACCOUNT HOLDER INFORMATION

If you wish to participate in the Equity Group Settlement and be eligible to receive the ISA Warrants (subject to 

applicable law and the Holder Limit), please instruct your nominee to provide ALL of the information in this Item 3.

Holder Information

Name of Holder: ____________________________________________________________________

1 To the extent that the allocation of ISA Warrants to a Supporting Holder of Allowed Interests would cause the 

Holder Limit to be exceeded, such Supporting Holder of Allowed Interests shall not be entitled to an allocation 

of ISA Warrants and the pro rata amount of such ISA Warrants shall instead be re-allocated among Supporting 

Holders of Allowed Interests that are allocated ISA Warrants. 

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 12 of 52
3

Telephone Number: _________________________________________________________________

E-Mail Address: ____________________________________________________________________

Nominee/Broker Information

Nominee/Broker Name: ______________________________________________________________

DTC Participant No.: ________________________________________________________________

Nominee/Broker Representative Name: _________________________________________________

Nominee/Broker Telephone Number: ___________________________________________________

Nominee/Broker E-Mail Address: ______________________________________________________

Nominee Medallion Guarantee Stamp

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 13 of 52
4

In the event that your holdings of ISA Warrants may be ultimately reflected on the books and records of the warrant 

agent (the “Warrant Agent”), please instruct your nominee to provide the below information:

Registration Name Line 1 

(Maximum 35 Characters):

Registration Name Line 2 

(Maximum 35 Characters):

Address 1:

Address 2:

Address 3:

City, State, Postal Code:

Telephone

Number:

Email:

U.S. Tax Identification 

Number:

Check here if non-U.S. (No U.S. Tax Identification Number)

ITEM 4. CERTIFICATIONS.

By signing this Equity Group Settlement Opt-In Form, the undersigned certifies to the Bankruptcy Court and the 

Debtors that:

(a) as of the Record Date, you (or in the case of an authorized signatory, the Holder) are either: (a) a

Holder of Interests in Intelsat S.A.; or (b) an authorized signatory for the Entity that is a Holder of

Interests in Intelsat S.A.;

(b) as of the Record Date, you (or in the case of an authorized signatory, the Holder) are not an Insider

of the Debtors, including, but not limited to, Holders of Interests who at any time designated

members of the board of directors of Intelsat S.A.; and

(c) you (or in the case of an authorized signatory, the Holder) have received a copy of the Notice and

Opt-In Form in Connection With the Equity Group Settlement and ISA Warrants and that this Equity

Group Settlement Opt-In Form is completed pursuant to the terms and conditions set forth therein.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 14 of 52
5

Name of Holder:

(Print or Type)

Signature:

Name of Signatory:

(If other than the Holder)

Title:

Address:

Telephone

Number:

Email:

Date Completed:

PLEASE COMPLETE, SIGN, AND DATE THIS EQUITY GROUP SETTLEMENT OPT-IN FORM AND 

RETURN, OR INSTRUCT YOUR NOMINEE TO RETURN (IF YOU WISH TO PARTICIPATE IN THE 

EQUITY GROUP SETTLEMENT AND BE ELIGIBLE TO RECEIVE THE ISA WARRANTS, SUBJECT 

TO APPLICABLE LAW AND THE HOLDER LIMIT), THIS EQUITY GROUP SETTLEMENT OPT-IN 

FORM PROMPTLY, AND BY THE ELECTION DEADLINE, BY ONLY ONE OF THE METHODS 

BELOW.

By E-Mail:2

IntelsatEquitySettlement@stretto.com

E-Mail is the sole manner in which Equity Group Settlement Opt-In

Forms will be accepted via electronic or online transmission. Equity 

Group Settlement Opt-In Forms submitted by facsimile will not be 

counted.

If by First Class mail or Hand Delivery:

Intelsat S.A.

 Ballot Processing 

c/o Stretto

410 Exchange, Suite 100 

Irvine, CA 92602

2 For any Equity Group Settlement Opt-In Form submitted via electronic mail, the format of the attachment must 

be found in the common workplace and industry standard format (i.e., industry-standard PDF file) and the 

received date and time in Stretto’s inbox will be used as the timestamp for receipt.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 15 of 52
6

THE DEADLINE TO SUBMIT THE EQUITY GROUP SETTLEMENT OPT-IN FORM IS [●], AT 

5:00 P.M., PREVAILING EASTERN TIME (THE “ELECTION DEADLINE”).

STRETTO MUST ACTUALLY RECEIVE YOUR OPT-IN ELECTION, INCLUDING YOUR

INVESTOR QUESTIONNAIRE, ON OR BEFORE THE ELECTION DEADLINE.

IF STRETTO DOES NOT ACTUALLY RECEIVE THE EQUITY GROUP SETTLEMENT OPT-IN

FORM ON OR BEFORE THE ELECTION DEADLINE, 

YOU WILL BE DEEMED NOT TO PARTICIPATE IN THE EQUITY GROUP SETTLEMENT AND 

WILL NOT BE ELIGIBLE TO RECEIVE THE ISA WARRANTS.

IF YOU HAVE ANY QUESTIONS ABOUT THE EQUITY GROUP SETTLEMENT OPT-IN FORM,

PLEASE CALL STRETTO AT (855) 382-8754 (TOLL FREE) OR +1 (949) 377-2090 (INTERNATIONAL)

OR EMAIL IntelsatEquitySettlement@stretto.com

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 16 of 52
INSTRUCTIONS | F.A.Q. FOR COMPLETING

EQUITY GROUP SETTLEMENT OPT-IN FORM & 

INVESTOR QUESTIONNAIRE

1. Equity Group Settlement Opt-In Form, including the Investor Questionnaire attached

hereto as Appendix A, received after [●], 202[●] at [●] p.m. (Prevailing Eastern Time) (if

such deadline has not been extended) will not be considered.

2. If you wish to participate in the Equity Group Settlement and be eligible to receive the ISA

Warrants (subject to applicable law and the Holder Limit), submit your Equity Group

Settlement Opt-In Form by (1) completing the Investor Questionnaire attached hereto as

Appendix A and (2) instructing your nominee/broker to either:

a. Complete, execute, and submit this paper Equity Group Settlement Opt-In Form

and also deliver your executed Investor Questionnaire attached hereto as

Appendix A to Stretto via (a) first class mail, (b) overnight mail, or (c) personal

delivery to Intelsat S.A. Ballot Processing c/o Stretto 410 Exchange, Suite 100,

Irvine, CA 92602; or

b. Complete, execute, and submit this Equity Group Settlement Opt-In Form and also

deliver your executed Investor Questionnaire attached hereto as Appendix A via

e-mail to IntelsatEquitySettlement@stretto.com. For any Equity Group Settlement

Opt-In Form submitted via e-mail, the format of the attachment must be found in

the common workplace and industry standard format (i.e., industry-standard PDF

file) and the received date and time in Stretto’s inbox will be used as the timestamp

for receipt.

3. Nominees/brokers that are authorized signatories may submit one (1) Equity Group

Settlement Opt-In Form with Medallion Guarantee Stamp on behalf of their clients that

wish to elect to participate in the Equity Group Settlement and receive the ISA Warrants,

and submit the electing Holders’ information in an Excel format in the template provided

by Stretto. The Investor Questionnaire must be completed and submitted for each Holder.

4. Do you or your nominees/brokers need to send an original copy if they have already

submitted the Equity Group Settlement Opt-In Form via e-mail?

No, you or your nominees/brokers do not need to send an original copy of the Equity Group

Settlement Opt-In Form if you or your nominees/brokers sent the Equity Group Settlement

Opt-In Form via e-mail.

5. I’m a beneficial holder, may I submit the Equity Group Settlement Opt-In Form directly?

No, if you wish to participate in the Equity Group Settlement and be eligible to receive the

ISA Warrants (subject to applicable law and the Holder Limit), you must instruct your

nominees/brokers to validate your information with a Medallion Guarantee Stamp and to

submit the Equity Group Settlement Opt-In Form on your behalf. For the avoidance of

doubt, you may complete the Investor Questionnaire attached hereto as Appendix A and

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 17 of 52
2

send the questionnaire to your nominees/brokers pursuant to any instructions that 

your nominees/brokers may provide. Otherwise, your nominees/brokers may complete 

and execute the Equity Group Settlement Opt-In Form on your behalf; provided, however,

that they are an authorized signatory.

If you elect to participate in the Equity Group Settlement and receive the ISA Warrants,

BUT either the Holder Limit has been reached OR you fail to fully or validly submit your 

information as required herein (including the Investor Questionnaire attached hereto), you 

will be deemed to have participated in the Equity Group Settlement only but will not 

receive any ISA Warrants.

6. Who is eligible to elect to participate in the Equity Group Settlement?

Any Holder of Interests in Intelsat S.A. as of the Record Date, who is not an Insider of the 

Debtors, including, but not limited to, Holders of Interests who at any time designated 

members of the board of directors of Intelsat S.A. 

7. What is being offered in the Equity Group Settlement?

In the Equity Group Settlement, Intelsat S.A. will issue to Eligible Holders who elect to 

participate in the Equity Group Settlement and receive the ISA Warrants their pro rata 

share of the ISA Warrants subject to (i) the Holder Limit and (ii) such Holder fully 

completing and timely returning an Equity Group Settlement Opt-In From.

The Holder Limit will be applied and determined in Reorganized S.A.’s sole discretion. 

However, Reorganized S.A. shall use commercially reasonable efforts to allocate the ISA

Warrants to the maximum extent that would not cause the Holder Limit to be exceeded, in 

descending order by number of shares of Common Stock of Intelsat S.A. beneficially held 

on the Record Date by the respective Supporting Holders of Allowed Interests that fully 

complete and timely return an Equity Group Settlement Opt-In Form, including all 

information as required therein, by the Election Deadline, on a pro rata basis in proportion, 

as nearly as practicable, to the number of shares of Common Stock of Intelsat S.A. 

verifiably submitted by each such Supporting Holder of Allowed Interests as such Holder’s 

existing interest of Common Stock of Intelsat S.A. as of the Record Date (see “–Existing

Interests” above);1provided, however, that (A) all the Supporting Holders of Allowed

Interests as set forth on Amended Verified Statement of the Ad Hoc Group of Equity Holders 

of Intelsat S.A. Pursuant to Bankruptcy Rule 2019 [Docket No. 3747] that fully complete 

and timely return an Equity Group Settlement Opt-In Form by the Election Deadline shall 

be included within (but without any increase of) the Holder Limit, which, for the avoidance 

1 To the extent that the allocation of ISA Warrants to a Supporting Holder of Allowed Interests would cause the 

Holder Limit to be exceeded, such Supporting Holder of Allowed Interests shall not be entitled to an allocation 

of ISA Warrants and the pro rata amount of such ISA Warrants shall instead be re-allocated among Supporting 

Holders of Allowed Interests that are allocated ISA Warrants.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 18 of 52
3

of doubt, shall not be expanded beyond the aforementioned limitations, and (B) if 

including certain Supporting Holders of Allowed Interests that are holding approximately

the same number of shares of Common Stock of Intelsat S.A. would cause the Holder Limit 

to be breached, Reorganized S.A. intends to exclude such Holders by allocating the ISA

Warrants based on which Holders fully complete and timely return an Equity Group

Settlement Opt-In Form by the Election Deadline first.

Intelsat S.A. will add “Supporting Holders of Allowed Interests” and Equity Group 

Professionals to the definitions of “Released Parties” and “Releasing Parties” under the 

Plan, subject to their rights and performance under the Equity Group Settlement. Thus, 

“Supporting Holders of Allowed Interests” will release any claims they may have against 

persons or entities that are “Released Parties” under the Plan, in particular under 

Articles VIII.E (Third-Party Release) and VIII.G (Injunction). 

Additionally, Intelsat S.A. will pay reasonable and documented fees and expenses incurred 

by the Equity Group Professionals in the aggregate amount of $1,100,000 on the Effective 

Date. 

In exchange, the Ad Hoc Group of Equity Holders of Intelsat S.A. agreed: (a) to withdraw 

their Objection of Ad Hoc Group of Equity Holders of Intelsat S.A. to Confirmation of 

Chapter 11 Plan [Docket No. 3432] with prejudice (so long as the Plan is confirmed 

substantially as proposed and the Effective Date occurs); (b) not to object to confirmation 

of the Plan; and (c) not to question any witnesses or itself offer evidence at the 

Confirmation Hearing.

8. What happens if I do not wish to participate in the Equity Group Settlement?

Eligible Holders that do not elect to participate in the Equity Group Settlement should not

submit the Equity Group Settlement Opt-In Form. Such Eligible Holders will not

participate in the Equity Group Settlement and will not, among other things, receive their

pro rata share of the ISA Warrants (subject to applicable law and the Holder Limit).

9. What happens if I do not submit an Equity Group Settlement Opt-In Form, including the

Investor Questionnaire?

Eligible Holders who do not submit the Equity Group Settlement Opt-In Form, including

the Investor Questionnaire by the Election Deadline will not participate in the Equity Group

Settlement and will not receive any ISA Warrants.

10. What happens if I select just one of the two option elections in Item 1 above?

Eligible Holders must select both of the elections in Item 1 above in order to participate in

the Equity Group Settlement and receive their pro rata share of the ISA Warrants (subject

to applicable law and the Holder Limit). For the avoidance of doubt, any Eligible Holder

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 19 of 52
4

that only elects the first option in Item 1 above will participate in the Equity Group 

Settlement but will not receive any ISA Warrants. Any Eligible Holder that only elects the 

second option in Item 1 above (i.e., only seeking to receive the ISA Warrants) will not 

participate in the Equity Group Settlement and thus will not receive any ISA Warrants.

Any Eligible Holder that elects to participate in the Equity Group Settlement AND fully 

completes and returns the Equity Group Settlement Opt-In Form (including the Investor 

Questionnaire attached hereto) by the Election Deadline, will be eligible to receive their 

pro rata share of the ISA Warrants (subject to applicable law and the Holder Limit). 

11. What happens if I elect to participate in the Equity Group Settlement and receive the ISA

Warrants, BUT the Holder Limit has been reached or I fail to fully complete and return the

Equity Group Settlement Opt-In Form (including the Investor Questionnaire attached

hereto) by the Election Deadline?

You will be deemed to have participated in the Equity Group Settlement only, but

will not receive any ISA Warrants.

12. When will I receive the ISA Warrants and how?

You will receive the ISA Warrants as soon as reasonably practicable after the Effective

Date subject to applicable law. Eligible Holders will be notified that they will receive the

ISA Warrants as soon as reasonably practicable following the Effective Date and prior to

receiving the ISA Warrants. Eligible Holders may expect delays in notification in order to

accommodate the Restructuring Transactions and the claims reconciliation process.

13. If I make an election by submitting an Equity Group Settlement Opt-In Form, may I

withdraw or change the election at a later date?

If you make an election by submitting an Equity Group Settlement Opt-In Form, you may

not withdraw or change the election at a later date. Your election is irrevocable.

14. What are the terms of the ISA Warrants and when can we exercise them?

The ISA Warrants, in the aggregate, will be exercisable for an aggregate number of shares

of Reorganized S.A. Common Stock that represent 10.0% of the Reorganized S.A.

Common Stock that is outstanding upon completion of the Restructuring Transactions on

or about the Effective Date. Any issuance pursuant to an ISA Warrant (or subsequent

transfer of an ISA Warrant) remains subject to compliance with applicable law, including

the laws of Luxembourg, the U.S. federal securities laws, and the Holder Limit. Further,

the ISA Warrants (i) may not be exercised or subsequently transferred, subject to certain

limited exceptions, within one year of the initial issuance of the ISA Warrants, (ii) will

have a seven year tenor, and (iii) will have an exercise price based on the amount of all

Allowed Claims against Intelsat S.A. (which amount is currently estimated to be

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 20 of 52
5

approximately $409.9 million), plus accrued and unpaid interest at the contract rate on the 

principal amount of such Allowed Claims through the Effective Date (which amount is 

currently estimated to be approximately $31.1 million from the Petition Date through 

January 31, 2022),2less the S.A. Unsecured Recovery as such may be further adjusted 

relating to dividends and other customary adjustments. Further, the ISA Warrants shall be

transferable and tradeable on a national securities exchange only in the event that (subject 

to compliance with applicable law and at which time it is expected that the Holder Limit

would be removed), and solely to the extent that, the Reorganized S.A. Common Stock is

or becomes tradeable on a national securities exchange.

The ISA Warrants are subject to compliance with applicable law, including the laws of 

Luxembourg, the U.S. federal securities laws, and the Holder Limit. 

The above only purports to be a general summary. The terms of the ISA Warrants will be 

finalized in definitive documentation prior to issuance, which is expected to be executed 

by Reorganized S.A. and the Warrant Agent.

15. How many ISA Warrants am I getting?

Subject to applicable law, the Holder Limit, and compliance with the instructions herein, 

Reorganized S.A. shall use commercially reasonable efforts to allocate the ISA Warrants

to the maximum extent that would not cause the Holder Limit to be exceeded, in descending 

order by number of shares of Common Stock of Intelsat S.A. beneficially held on the 

Record Date by the respective Supporting Holders of Allowed Interests that fully complete 

and timely return an Equity Group Settlement Opt-In Form and make the relevant election, 

by the Election Deadline, on a pro rata basis in proportion, as nearly as practicable, to the 

number of shares of Common Stock of Intelsat S.A. verifiably submitted by each such 

Supporting Holder of Allowed Interests as such Holder’s existing interest of Common 

Stock of Intelsat S.A. as of the Record Date (see “–Existing Interests” above);3provided, 

however, that (A) all the Supporting Holders of Allowed Interests as set forth on Amended 

Verified Statement of the Ad Hoc Group of Equity Holders of Intelsat S.A. Pursuant to 

Bankruptcy Rule 2019 [Docket No. 3747] that fully complete and timely return an Equity 

Group Settlement Opt-In Form and make the relevant election, by the Election Deadline,

shall be included within (but without any increase of) the Holder Limit, which, for the 

avoidance of doubt, shall not be expanded beyond the aforementioned limitations, and (B) 

if including certain Supporting Holders of Allowed Interests that are holding approximately 

the same number of shares of Common Stock of Intelsat S.A. would cause the Holder Limit 

2

Interest will accrue through the Effective Date.

3 To the extent that the allocation of ISA Warrants to a Supporting Holder of Allowed Interests would cause the 

Holder Limit to be exceeded, such Supporting Holder of Allowed Interests shall not be entitled to an allocation 

of ISA Warrants and the pro rata amount of such ISA Warrants shall instead be re-allocated among Supporting 

Holders of Allowed Interests that are allocated ISA Warrants.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 21 of 52
6

to be breached, Reorganized S.A. may exclude such Holders, based on which Holders fully 

complete and timely return an Equity Group Settlement Opt-In Form by the Election 

Deadline first. FOR THE AVOIDANCE OF DOUBT, STRETTO MUST ACTUALLY 

RECEIVE YOUR EQUITY GROUP SETTLEMENT OPT-IN FORM, INCLUDING 

YOUR INVESTOR QUESTIONNAIRE ATTACHED HERETO AS APPENDIX A, ON 

OR BEFORE THE ELECTION DEADLINE. If you elect to participate in the Equity 

Group Settlement BUT the Holder Limit has been reached or you otherwise do not 

fully complete and timely return an Equity Group Settlement Opt-In Form by the 

Election Deadline, you will be deemed to have participated in the Equity Group 

Settlement only, and will not receive any ISA Warrants. The Holder Limit will be 

determined in Reorganized S.A.’s sole discretion.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 22 of 52
Appendix A

Investor Questionnaire

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 23 of 52
INVESTOR QUESTIONNAIRE

Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended 

(the “Securities Act”), in relevant part, states that an “accredited investor” shall mean any person 

who comes within any of the below listed categories, or who the issuer reasonably believes comes 

within any of the below listed categories, at the time of the sale of the securities to that person. 

(a) The undersigned has indicated, by marking and initialing the appropriate box below, the

provision(s) below which apply to the undersigned and under which the undersigned accordingly

represents that it qualifies as an “accredited investor.” Further, the undersigned acknowledges that

it is an “accredited investor” by marking and initialing any box, even if any such particular

classification under Rule 501(a) is ultimately incorrect, and the undersigned acknowledges that

the below classifications are for the undersigned’s convenience only. You are urged to consult

your own financial, tax, and legal advisors before making any election or representation about

your status as an “accredited investor.”

Entities:

_____ Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan 

association or other institution as defined in section 3(a)(5)(A) of the Securities Act 

whether acting in its individual or fiduciary capacity;

_____ Any broker or dealer registered pursuant to section 15 of the Securities Exchange Act 

of 1934, as amended;

_____ Any investment adviser registered pursuant to section 203 of the Investment Advisers 

Act of 1940 or registered pursuant to the laws of a state; 

_____ Any investment adviser relying on the exemption from registering with the Securities 

and Exchange Commission under section 203(l) or (m) of the Investment Advisers Act of 

1940;

_____ Any insurance company as defined in section 2(a)(13) of the Securities Act;

_____ Any investment company registered under the Investment Company Act of 1940, as 

amended (the “Investment Company Act”), or a business development company as defined 

in section 2(a)(48) of the Investment Company Act;

_____ Any Small Business Investment Company licensed by the U.S. Small Business 

Administration under section 301(c) or (d) of the Small Business Investment Act of 1958, 

as amended;

_____ Any Rural Business Investment Company as defined in section 384A of the 

Consolidated Farm and Rural Development Act;

_____ Any plan established and maintained by a state, its political subdivisions, or any agency 

or instrumentality of a state or its political subdivisions, for the benefit of its employees, if 

such plan has total assets in excess of $5,000,000;

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 24 of 52
3

_____ Any employee benefit plan within the meaning of the Employee Retirement Income 

Security Act of 1974, as amended (“ERISA”), (i) if the investment decision is made by a 

plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank, a savings and 

loan association, an insurance company, or a registered investment adviser, or (ii) if the 

employee benefit plan has total assets in excess of $5,000,000 or, (iii) if such plan is a selfdirected plan, with investment decisions made solely by persons that are “accredited 

investors”;

_____ Any private business development company as defined in section 202(a)(22) of the 

Investment Advisers Act of 1940, as amended; 

_____ Any organization described in section 501(c)(3) of the Internal Revenue Code of 1986, 

as amended, corporation, Massachusetts or similar business trust, partnership, or limited 

liability company, not formed for the specific purpose of acquired the securities offered, 

with total assets in excess of $5,000,000;

_____ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose 

of acquiring the securities offered, whose purchase is directed by a sophisticated person as 

described in Section 230.506(b)(2)(ii) of Regulation D;

_____ Any entity in which all of the equity owners are “accredited investors”; 

_____ Any entity of a type not listed above, that is not formed for the specific purpose of 

acquiring the securities offered and owns investments in excess of $5,000,000; or

_____ Any “family office,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers 

Act of 1940, that (i) has assets under management in excess of $5,000,000; (ii) is not 

formed for the specific purpose of acquiring the securities offered and (iii) has a person 

directing the prospective investment in Reorganized S.A. who has such knowledge and 

experience in financial and business matters so that the family office is capable of 

evaluating the merits and risks of the prospective investment;

Natural Persons:

_____ Any “family client,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers 

Act of 1940, of a family office meeting the requirements of immediately preceding 

paragraph and whose prospective investment in Reorganized S.A. is directed by that family 

office pursuant to clause (iii) of the immediately preceding paragraph;

_____ Any natural person whose individual net worth, or joint net worth with that person’s 

spouse, exceeds $1,000,0001;

 

1 For purposes of this item, “net worth” means the excess of total assets at fair market value (excluding the value 

of the primary residence of such natural person) over total liabilities (excluding the amount of indebtedness 

secured by the primary residence of such natural person up to such primary residence’s estimated fair market 

value, except that if the amount of such indebtedness outstanding at the time of investment in Reorganized S.A. 

exceeds the amount outstanding 60 days before such time (the “additional indebtedness”), other than as a result 

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 25 of 52
4

_____ Any natural person who had an individual income2 in excess of $200,000 in each of the 

two most recent years, or joint income3 with that person’s spouse or spousal equivalent in 

excess of $300,000 in each of those years, and has a reasonable expectation of reaching the 

same income level in the current year; or

_____ Any natural person who holds, in good standing, one of the following professional 

licenses: the General Securities Representative license (Series 7), the Private Securities 

Offerings Representative license (Series 82), or the Investment Adviser Representative 

license (Series 65).

(b) If you do not satisfy any of the above, please indicate by checking the below box if the 

following applies:

☐ I am not an “accredited investor,” but I have sufficient knowledge and experience 

in financial and business matters to enable me to evaluate the merits and risks of a 

prospective investment in Reorganized S.A.

 

of the acquisition of the primary residence, the amount of such additional indebtedness shall be included as a 

liability).

2 For purposes of this item, “individual income” means adjusted gross income as reported for U.S. federal income 

tax purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the following 

amounts (but not including any amounts attributable to a spouse or to property owned by a spouse): (i) the amount 

of any interest income received which is tax-exempt under §103 of the U.S. Internal Revenue Code of 1986, as 

amended (the “Code”), (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported 

on Schedule E of Form 1040), (iii) any deduction claimed for depletion under Code §611 et seq., and (iv) any 

amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income 

pursuant to the provisions of Code §1202 prior to its repeal by the Tax Reform Act of 1986.

3 For purposes of this item, “joint income” means adjusted gross income as reported for U.S. federal income tax 

purposes, including any income attributable to a spouse or to property owned by a spouse, increased by the 

following amounts (including any amounts attributable to a spouse or to property owned by a spouse): (i) the 

amount of any interest income received which is tax-exempt under §103 of the Code, (ii) the amount of losses 

claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction 

claimed for depletion under Code §611 et seq., and (iv) any amount by which income from long-term capital 

gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Code §1202 prior to its 

repeal by the Tax Reform Act of 1986.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 26 of 52
IN WITNESS WHEREOF, the undersigned has executed this questionnaire and 

certification on and as of the date of the submission of the accompanying Equity Group Settlement

Opt-In Form.

Name of Natural Person or Entity:

By: 

Its: 

State or Country of Primary Residence: 

Address: 

E-mail:

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 27 of 52
5

Exhibit B

Redline

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 28 of 52
)

)

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

INTELSAT S.A., et al.,1 ) Case No. 20-32299 (KLP)

)

In re:

Debtors.

)

) (Jointly Administered)

Chapter 11

)

NOTICE AND OPT-OUTOPT-IN FORM IN CONNECTION WITH

TTHE EQUITY GROUP SETTLEMENT AND ISA WARRANTS

PLEASE READ––YOUR RESPONSE IS REQUIRED BY [ ]  This notice only applies to you if you are a Holder of Interests in Intelsat S.A. as of December 7, 2021

(the “Record Date”), who (a) is not an insider of the Debtors, including, but not limited to, Holders of

Interests in Intelsat S.A. who at any time designated members of the board of directors of Intelsat S.A. and

(b) is not a Holder of Interests in Intelsat S.A. who is a signatory to a plan support agreement with Intelsat

S.A. (such Holder who satisfies the foregoing conditions, an “Eligible Holder”).  If you are an Eligible Holder, you may: (a) elect to opt out ofparticipate in the Equity Group

Settlement OR (b), and, if you (i) do not elect to opt out of the Equity Group Settlement AND (ii)

validly and fully complete and return the enclosed “Equity Group Settlement Opt-OutOpt-In Form”

(including the Investor Questionnaire attached thereto), be eligible to by [ ], prevailing Eastern Time

(the “Election Deadline”), receive the ISA Warrants (as defined herein), (subject to applicable law

and the Holder Limit (as defined herein)).  If you wish to EITHER opt out of the Equity Group Settlement OR be eligible to receive the ISA

Warrants, subject to applicable law and the Holder Limit (as defined herein), you MUST complete

and return the enclosed “Equity Group Settlement Opt-Out Form” by [ ], prevailing Eastern Time

(the “Election Deadline”).  For the avoidance of doubt:  If you elect to opt out of the Equity Group Settlement, you will not participate in the Equity Group

Settlement and will not be eligible to receive the ISA Warrants.  If you do not elect to opt out of the Equity Group Settlement BUT fail towish to make the above

elections, you MUST validly and fully complete and return the enclosed “Equity Group

Settlement Opt-OutOpt-In Form” (including the Investor Questionnaire attached thereto) by the

Election Deadline, you will not be eligible to receive the ISA Warrants.  Any Eligible Holder’s receipt of the ISA Warrants is subject to applicable law and the Holder

Limit (as defined herein)..  If you elect to participate in the Equity Group Settlement BUT the Holder Limit has been reached

OR you otherwise do not fully complete and timely return an Equity Group Settlement Opt-In

1 Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a

complete list of the Debtor entities and the last four digits of their federal tax identification numbers is not

provided herein. A complete list may be obtained on the website of the Debtors’ Solicitation Agent at

https://cases.stretto.com/intelsat. The location of the Debtors’ service address is: 7900 Tysons One Place, McLean, VA 22102.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 29 of 52
2

Form by the Election Deadline, YOU WILL BE DEEMED TO HAVE PARTICIPATED IN THE

EQUITY GROUP SETTLEMENT, INCLUDING, AMONG OTHER THINGS, BEING ADDED

TO THE DEFINITION OF “RELEASED PARTIES” AND “RELEASING PARTIES” UNDER

THE PLAN, SUBJECT TO YOUR RIGHTS AND PERFORMANCE UNDER THE EQUITY

GROUP SETTLEMENT, AND WILL NOT RECEIVE ANY ISA WARRANTS.  For additional information and instructions, please read the Equity Group Settlement Opt-OutOpt-In Form

enclosed at the end of this notice as Attachment A, and. Please refer any questions to Stretto at  (855) 382-8754 (toll free) or +1 (949) 377-2090 (international) or

email intelsatequitysettlementIntelsatEquitySettlement@stretto.com. PLEASE TAKE NOTICE THAT, on December 17, 2021, the United States Bankruptcy Court for the

Eastern District of Virginia (the “Bankruptcy Court”) entered an order [Docket No. 3894] (the “Confirmation

Order”) confirming the Debtors’ Fourth Amended Joint Plan of Reorganization of Intelsat S.A. and Its Debtor Af iliates [Docket No. 3891] (the “Plan”). PLEASE TAKE FURTHER NOTICE THAT, on [ ], 20212, the Bankruptcy Court entered an Order Authorizing the Debtors to Enter into the Equity Group Settlement [Docket No. [ ]] (the “Equity Group Settlement

Order”).2 The Equity Group Settlement Order authorized Intelsat S.A., which is to reorganize as of the Effective

Date as a Luxembourg corporation, to, among other things, issue warrants (the “ISA Warrants”) for shares of

Reorganized S.A. Common Stock to certain Supporting Holders of Allowed Interests in Intelsat S.A. The ISA

Warrants, in the aggregate, will be exercisable for an aggregate number of shares of Reorganized S.A. Common

Stock that represent 10.0% of the Reorganized S.A. Common Stock that is outstanding upon completion of the

Restructuring Transactions on or about the Effective Date. Any issuance pursuant to an ISA Warrant (or subsequent

transfer of an ISA Warrant) remains subject to compliance with applicable law, including the laws of Luxembourg, the U.S. federal securities laws, and the Holder Limit (as defined herein). Further, the ISA Warrants (i) may not be

exercised or subsequently transferred, subject to certain limited exceptions, within one year of the initial issuance of

the ISA Warrants, (ii) will have a seven-year tenor, and (iii) will have an exercise price based on the amount of all

Allowed Claims against Intelsat S.A. (which amount is currently estimated to be approximately $409.9 million), plus

accrued and unpaid interest at the contract rate on the principal amount of such Allowed Claims through the

Effective Date, (which amount is currently estimated to be approximately $31.1 million from the Petition Date

through January 31, 2022),3less the S.A. Unsecured Recovery as such may be further adjusted relating to dividends

and other customary adjustments. Further, the ISA Warrants shall be transferable and tradeable on a publicnational

securities marketexchange only in the event that (subject to compliance with applicable law and at which time it is

expected that the Holder Limit would be removed), and solely to the extent that, the Reorganized S.A. Common

Stock is or becomes tradeable on a publicnational securities marketexchange. Notwithstanding anything to the contrary, any issuance or transfer of the ISA Warrants, including any

subsequent transfers, may not result in Reorganized S.A. having (i), in the aggregate, 1,800 or more holders of

record (as such concept is understood for purposes of Section 12(g) of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”)) (the “Initial Holders”) or (ii), in the aggregate, more than 450 of such Initial

Holders (as such concept is understood for purposes of Section 12(g) of the Exchange Act) that do not satisfy the

definition of an “accredited investor” within the meaning of Rule 501(a) under Regulation D of the Securities Act

(the “Holder Limit”). For the avoidance of doubt, Reorganized S.A. may not issue the ISA Warrants to a number of

holders in excess of the Holder Limit. The Holder Limit will be applied and determined in Reorganized S.A.’s sole

discretion, but Reorganized S.A. intendsshall use commercially reasonable efforts to allocate the ISA Warrants pro

2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan or

the Equity Group Settlement Order, as applicable.

3 Interest will accrue through the Effective Date.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 30 of 52
3

rata among the , to the maximum extent that would not cause the Holder Limit to be exceeded, in descending order

by number of shares of Common Stock of Intelsat S.A. beneficially held on the Record Date by the respective

Supporting Holders of Allowed Interests that fully complete and timely return an Equity Group Settlement Opt- OutOpt-In Form, including all information as required therein, by the Election Deadline, on a pro rata basis in

proportion, as nearly as practicable, to the amountsnumber of shares of Common Stock of Intelsat S.A. verifiably

submitted by each such Supporting Holder of Allowed Interests as such hHolder’s existing interest of Common

Stock of Intelsat S.A. as of the Record Date (see “–Existing Interests” in Attachment A hereto);4 provided, however, that (A) all the Supporting Holders of Allowed Interests as set forth on Amended Verified Statement of the Ad Hoc Group of Equity Holders of Intelsat S.A. Pursuant to Bankruptcy Rule 2019 [Docket No. 3747] that fully

complete and timely return an Equity Group Settlement Opt-OutOpt-In Form by the Election Deadline shall be

included within (but without any increase of) the Holder Limit, which, for the avoidance of doubt, shall not be

expanded beyond the aforementioned limitations, and (B) if including certain Supporting Holders of Allowed

Interests that are holding approximately the same number of shares of Common Stock of Intelsat S.A. common stock

would cause the Holder Limit to be breached, Reorganized S.A. intends to exclude such hHolders by allocating the

ISA Warrants based on which hHolders fully complete and timely return an Equity Group Settlement Opt-OutOpt-In

Form by the Election Deadline first. FOR THE AVOIDANCE OF DOUBT, STRETTO MUST ACTUALLY

RECEIVE YOUR EQUITY GROUP SETTLEMENT OPT-OUTOPT-IN FORM, INCLUDING YOUR INVESTOR

QUESTIONNAIRE ATTACHED AS APPENDIX A, ON OR BEFORE THE ELECTION DEADLINE TO

RECEIVE ANY ISA WARRANTS. If you elect to participate in the Equity Group Settlement BUT the Holder

Limit has been reached or you otherwise do not fully complete and timely return an Equity Group Settlement

Opt-OutOpt-In Form by the Election Deadline, you will be deemed to have participated in the Equity Group

Settlement only, and will not receive theany ISA Warrants. Further, the Equity Group Settlement Order authorized, among other things, (a) adding “Supporting

Holders of Allowed Interests” and Equity Group Professionals (as defined herein) to the definitions of “Released

Parties” and “Releasing Parties” under the Plan; (b) Intelsat S.A. paying reasonable and documented fees and

expenses incurred by the Foley & Lardner LLP and Kirby McInerney LLP as co-counsel (collectively, the “Equity

Group Professionals”) in the aggregate amount of $1,100,000.00 (the “Equity Group Professional Fees”); and (c)

allowing Stretto to distribute the Equity Group Settlement Opt-OutOpt-In Form to eEligible Holders of Interests in

Intelsat S.A. as of the Record Date (as defined herein). Please be advised that it is intended, pursuant to the Plan, that Reorganized S.A. will change its legal name

as soon as commercially possible after the Restructuring Transactions. PLEASE TAKE FURTHER NOTICE THAT you are an Eligible Holder only if you: (a) are not an

insider of the Debtors, including, but not limited to, Holders of Interests who at any time designated members of the

board of directors of Intelsat S.A.; and (b) are not a Holder of Interests in Intelsat S.A. who is a signatory to a plan

support agreement with Intelsat S.A.; and (c) are a Holder of Interests in Intelsat S.A. as of the Record Date. PLEASE TAKE FURTHER NOTICE THAT, pursuant to the Equity Group Settlement Order, if you are

an Eligible Holder, you may: (a) elect to opt out of thereturn the enclosed Equity Group Settlement OR (b) if you (i)

do not elect to opt out of the Equity Group Settlement AND (ii) validly and fully complete and return the enclosed

“Equity Group Settlement Opt-Out Form”Opt-In Form by the Election Deadline (including the Investor

Questionnaire attached thereto), be eligible to you may elect to participate in the Equity Group Settlement, and, if

you validly and fully complete and return the Equity Group Settlement Opt-In Form (including the Investor

Questionnaire attached thereto), receive the ISA Warrants (as defined herein), subject to applicable law and the

Holder Limit).

4 To the extent that the allocation of ISA Warrants to a Supporting Holder of Allowed Interests would cause the

Holder Limit to be exceeded, such Supporting Holder of Allowed Interests shall not be entitled to an allocation

of ISA Warrants and the pro rata amount of such ISA Warrants shall instead be re-allocated among Supporting

Holders of Allowed Interests that are allocated ISA Warrants.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 31 of 52
4

For the avoidance of doubt, if you may elect to opt out of the Equity Group Settlement, you will not

participate in the Equity Group Settlement and will not be eligiblewithout electing to receive theany ISA Warrants. If you do not elect to opt out of the Equity Group Settlement BUT fail to fully complete and return the enclosed

“Equity Group Settlement Opt-Out Form” (including the Investor Questionnaire attached thereto) by the Election

Deadline, you will not be eligible to receive the ISA Warrants. AnyFurther, an Eligible Holder’s receipt of the ISA

Warrants is subject to applicable law and the Holder Limit. PLEASE TAKE FURTHER NOTICE THAT if you would like to obtain a copy of the Equity Group

Settlement Order, the Plan, the Confirmation Order, or related documents, you may: (a) access the Debtors’

restructuring website at https://cases.stretto.com/intelsat/; (b) write to Intelsat S.A. c/o Stretto, 410 Exchange, Suite

100, Irvine, CA 92602; (c) call (855) 382-8754 (toll free) or +1 (949) 377-2090 (international) and request to speak

with a member of the Solicitation Group; or (d) email Intelsatinquiries@stretto.com and reference “Intelsat” in the

subject line. You may also obtain copies of any pleadings filed in the Chapter 11 Cases for a fee via PACER on the

Bankruptcy Court’s website at: www.vaeb.uscourts.gov. PLEASE TAKE FURTHER NOTICE THAT if you have any questions about the status of any of your

Claims or Interests, you should contact Stretto in accordance with the instructions provided above.  For the avoidance of doubt, if you may elect to opt out of the Equity Group Settlement, you will not

participate in the Equity Group Settlement, and will not be eligible to receive the ISA Warrants. If

you do not elect to opt out of the Equity Group Settlement BUT fail to, if you validly and fully

complete and return the enclosed “Equity Group Settlement Opt-OutOpt-In Form” (including the

Investor Questionnaire attached thereto) by the Election Deadline, you will not be eligible to, receive

the ISA Warrants. Any Eligible Holder’s receipt of the ISA Warrants is (subject to applicable law and

the Holder Limit).  If you wish to EITHER opt out of the Equity Group Settlement OR be eligible to receive the ISA

Warrants (subject to applicable law and the Holder Limit)make the above elections, you MUST return

the enclosed “Equity Group Settlement Opt-Out Form”Opt-In Form (including the Investor

questionnaire attached thereto) by the Election Deadline, namely, [ ], prevailing Eastern Time.  If you elect to participate in the Equity Group Settlement but the Holder Limit has been reached OR

you otherwise fail to fully complete the Equity Group Settlement Opt-In Form (including the Investor

Questionnaire attached thereto), YOU WILL BE DEEMED TO HAVE PARTICIPATED IN THE

EQUITY GROUP SETTLEMENT ONLY, AND WILL NOT RECEIVE ANY ISA WARRANTS.  Specific information on the Equity Group Settlement Opt-OutOpt-In Form follows.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 32 of 52
Jeremy S. Williams (VA 77469) Steven N. Serajeddini, P.C. (admitted pro hac vice)

901 East Byrd Street, Suite 1000 Aparna Yenamandra (admitted pro hac vice)

Richmond, Virginia 23219-4071

/s/ DRAFT

601 Lexington Avenue

Telephone: (804) 644-1700 New York, New York 10022

Facsimile: (804) 783-6192

Dated: [ ]

Telephone: (212) 446-4800

KUTAK ROCK LLP

Email: Michael.Condyles@KutakRock.com

Richmond, Virginia

Facsimile: (212) 446-4900

Peter.Barrett@KutakRock.com

KIRKLAND & ELLIS LLP

Email: Edward.Sassower@Kirkland.com

Jeremy.Williams@KutakRock.com

Michael A. Condyles (VA 27807)

Steven.Serajeddini@Kirkland.com

Aparna.Yenamandra@Kirkland.com

KIRKLAND & ELLIS INTERNATIONAL LLP

Co-Counsel to the Debtors

and Debtors in Possession

Peter J. Barrett (VA 46179)

Co-Counsel to the Debtors

Edward O. Sassower, P.C. (admitted pro hac vice)

and Debtors in Possession

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 33 of 52
Attachment A

Equity Group Settlement Opt-OutOpt-In Form

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 34 of 52
ELECTS TO OPT OUT OFPARTICIPATE IN THE EQUITY GROUP SETTLEMENT. For the avoidance of doubt, if you do not elect to opt out ofparticipate in the Equity Group Settlement, you

will not participate in this settlement and will not receive any ISA Warrants. AND

IF ELECTED TO PARTICIPATE IN THE EQUITY GROUP SETTLEMENT, ELECT TO

RECEIVE THE ISA WARRANTS; provided, however, that you are not an Insider of the Debtors, including, but not limited to, Holders of Interests in Intelsat S.A. who at any time designated members of

the board of directors of Intelsat S.A.; provided, further, that you acknowledge and agree that any issuance

of ISA Warrants may not result in Reorganized S.A. having (i), in the aggregate, 1,800 or more holders of

record (as such concept is understood for purposes of Section 12(g) of the Securities Exchange Act of

1934, as amended (the “Exchange Act”)) (the “Initial Holders”) or (ii), in the aggregate, more than 450 of

such Initial Holders (as such concept is understood for purposes of Section 12(g) of the Exchange Act) that

do not satisfy the definition of an “accredited investor” within the meaning of Rule 501(a) under Regulation

D of the Securities Act (the “Holder Limit”). If the Holder Limit has been reached, you will be deemed

to have participated in the Equity Group Settlement only, and will not receive any ISA Warrants. For the avoidance of doubt, to be eligible to receive the ISA Warrants (subject to applicable law and the

Holder Limit), you MUST validly and fully complete and return this Equity Group Settlement Opt-In Form

(including the Investor Questionnaire attached hereto) by the Election Deadline. Additionally, for the avoidance of doubt, Reorganized S.A. may not issue the ISA Warrants to a number of

holders in excess of the Holder Limit. The Holder Limit will be determined and calculated in Reorganized

S.A.’s sole discretion, but Reorganized S.A. shall use commercially reasonable efforts to allocate the ISA

Warrants to the maximum extent that would not cause the Holder Limit to be exceeded, in descending

order by number of shares of Common Stock of Intelsat S.A. beneficially held on the Record Date by the

respective Supporting Holders of Allowed Interests that fully and properly complete and timely return this

Equity Group Settlement Opt-In Form, including all information as required herein, by the Election

Deadline, on a pro rata basis in proportion, as nearly as practicable, to the number of shares of Common

Stock of Intelsat S.A. verifiably submitted by each such Supporting Holder of Allowed Interests as such

Holder’s existing interest of Common Stock of Intelsat S.A. as of the Record Date;1 provided, however, that (A) all the Supporting Holders of Allowed Interests as set forth on Amended Verified Statement of the Ad Hoc Group of Equity Holders of Intelsat S.A. Pursuant to Bankruptcy Rule 2019 [Docket No. 3747]

OPTIONAL: EQUITY GROUP SETTLEMENT OPT-OUTOPT-IN FORM

This opt-outopt-in form (the “Equity Group Settlement Opt-OutOpt-In Form”) applies to you only if you are a

Holder of Interests in Intelsat S.A. as of December 7, 2021 (the “Record Date”), who: (a) is not an Insider of the

Debtors, including, but not limited to, Holders of Interests who at any time designated members of the board of

directors of Intelsat S.A.; and (b) is not a Holder of Interests in Intelsat S.A. who is a signatory to a plan support

agreement with Intelsat S.A. ITEM 1. OPTIONAL EQUITY GROUP SETTLEMENT ELECTION. YOU MAY ELECT TO OPT IN

TOUT OF THE EQUITY GROUP SETTLEMENT CONTAINED IN THE EQUITY GROUP

SETTLEMENT ORDER IF YOU CHECK THE BOX(ES) BELOW:

1 To the extent that the allocation of ISA Warrants to a Supporting Holder of Allowed Interests would cause the

Holder Limit to be exceeded, such Supporting Holder of Allowed Interests shall not be entitled to an allocation

of ISA Warrants and the pro rata amount of such ISA Warrants shall instead be re-allocated among Supporting

Holders of Allowed Interests that are allocated ISA Warrants.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 35 of 52
2

that fully complete and timely return this Equity Group Settlement Opt-In Form by the Election Deadline

shall be included within (but without any increase of) the Holder Limit, which, for the avoidance of doubt, shall not be expanded beyond the aforementioned limitations, and (B) if including certain Supporting

Holders of Allowed Interests that are holding approximately the same number of shares of Common Stock

of Intelsat S.A. would cause the Holder Limit to be breached, Reorganized S.A. intends to exclude such

holders by allocating the ISA Warrants based on which Holders fully complete and timely return this

Equity Group Settlement Opt-In Form by the Election Deadline first. The Debtors, including Reorganized S.A., have not authorized any person to make any recommendation on

their behalf as to whether you should elect to participate in the Equity Group Settlement or receive the ISA

Warrants. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation, or information as having been authorized by

the Debtors. You must make your own decision whether or not to participate in the Equity Group

Settlement and receive the ISA Warrants. The Debtors urge you to consult your personal financial, tax, and legal advisors before deciding whether to elect to participate in the Equity Group Settlement and

receive the ISA Warrants. IF YOU ELECT TO OPT OUT OF THE EQUITY GROUP SETTLEMENT BY SELECTING THE

OPTION IN ITEM 1 ABOVE, YOU MUST COMPLETE ITEM 4 BELOW IN ORDER TO OPT OUT OF

THE EQUITY GROUP SETTLEMENT. IF YOU DO NOT ELECT TO OPT OUT OF THE EQUITY GROUP SETTLEMENT BY SELECTING

THE OPTION IN ITEM 1 ABOVE, YOU MUST COMPLETE ITEMS 2, 3, & 4 BELOW AND THE

INVESTOR QUESTIONNAIRE ATTACHED HERETO AS APPENDIX A IN ORDER TO PARTICIPATE

IN BTHE ELIGIBLE TOEQUITY GROUP SETTLEMENT AND RECEIVE THE ISA WARRANTS

(SUBJECT TO APPLICABLE LAW AND THE HOLDER LIMIT). For the avoidance of doubt, if you do not elect to opt out of the Equity Group Settlement AND fully complete and

return the Equity Group Settlement Opt-Out Form (including the Investor Questionnaire attached hereto) by the

Election Deadline, you may be eligible to receive the ISA Warrants; provided, however, that you: (a) are not an

Insider of the Debtors, including, but not limited to, Holders of Interests who at any time designated members of the

board of directors of Intelsat S.A.; and (b) are not a Holder of Interests in Intelsat S.A. who is a signatory to a plan

support agreement with Intelsat S.A.; provided, further that you hereby confirm that you will not object to, and

waive any claim as to, the payment and retention by the Equity Group Professionals of the Equity Group

Professional Fees; provided, further, you acknowledge and agree that any issuance of ISA Warrants may not result

in Reorganized S.A. having (i), in the aggregate, 1,800 or more holders of record (as such concept is understood for

purposes of Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (the “Initial

Holders”) or (ii), in the aggregate, more than 450 of such Initial Holders (as such concept is understood for purposes

of Section 12(g) of the Exchange Act) that do not satisfy the definition of an “accredited investor” within the

meaning of Rule 501(a) under Regulation D of the Securities Act (the “Holder Limit”). If the Holder Limit has been

reached, you will be deemed to have participated in the Equity Group Settlement only and will not receive the ISA

Warrants. For the avoidance of doubt, if you elect to opt out of the Equity Group Settlement, you will not receive

the ISA Warrants.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 36 of 52
For the avoidance of doubt, Reorganized S.A. may not issue the ISA Warrants to a number of holders in excess of

the Holder Limit. The Holder Limit will be determined and calculated in Reorganized S.A.’s sole discretion, but

Reorganized S.A. intends to allocate the ISA Warrants pro rata among the respective Supporting Holders of

Allowed Interests that fully complete and timely return this Equity Group Settlement Opt-Out Form, including all

information as required herein, by the Election Deadline in proportion, as nearly as practicable, to the amounts of

Common Stock of Intelsat S.A. verifiably submitted by each such Supporting Holder of Allowed Interests as such

holder’s existing interest of Common Stock of Intelsat S.A.; provided, however, that (A) all the Supporting Holders

of Allowed Interests as set forth on Amended Verified Statement of the Ad Hoc Group of Equity Holders of Intelsat

S.A. Pursuant to Bankruptcy Rule 2019 [Docket No. 3747] that fully complete and timely return this Equity Group

Settlement Opt-Out Form by the Election Deadline shall be included within (but without any increase of) the Holder

Limit and (B) if including certain Supporting Holders of Allowed Interests that are holding approximately the same

number of shares of Intelsat S.A. common stock would cause the Holder Limit to be breached, Reorganized S.A. intends to exclude such holders by allocating the ISA Warrants based on which holders fully complete and timely

return this Equity Group Settlement Opt-Out Form by the Election Deadline first. The Debtors, including Reorganized S.A., have not authorized any person to make any recommendation on their

behalf as to whether you should elect to opt out of the Equity Group Settlement or receive the ISA Warrants. If

anyone makes any recommendation or representation to you or gives you any information, you must not rely upon

that recommendation, representation, or information as having been authorized by the Debtors. You must make your

own decision whether or not to participate in the Equity Group Settlement. The Debtors urge you to consult your

personal tax, financial, and legal advisors before deciding whether to elect to participate in the Equity Group

Settlement. ITEM 2. EXISTING INTEREST

The undersigned hereby certifies that, as the close of business on December 7, 2021, hHolder identified in Item 3

below held _________ shares of cCommon sStock in Intelsat S.A. (CUSIP No. L5140P 101). Please be advised

that the Debtors make no representation on the accuracy of this CUSIP. ITEM 3. ACCOUNT HOLDER INFORMATION

If you wish to participate in the Equity Group Settlement and be eligible to receive the ISA Warrants (subject to

applicable law and the Holder Limit), please instruct your nominee to provide ALL of the information in this Item 3. Holder Information

Name of Holder: ____________________________________________________________________ Telephone Number: _________________________________________________________________ E-Mail Address: ____________________________________________________________________ Nominee/Broker Information

Nominee/Broker Name: ______________________________________________________________ DTC Participant No.: ________________________________________________________________ Nominee/Broker Representative Name: _________________________________________________ Nominee/Broker Telephone Number: ___________________________________________________ Nominee/Broker E-Mail Address: ______________________________________________________

3

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 37 of 52
4

Address 1:

Address 2:

Nominee Medallion Guarantee Stamp

In the event that your holdings of ISA Warrants may be ultimately reflected on the books and records of the warrant

agent (the “Warrant Agent”), please instruct your nominee to provide the below information:

Address 3:

City, State, Postal Code:

Telephone

Number:

Email:

Registration Name Line 2

(Maximum 35 Characters):

Registration Name Line 1

(Maximum 35 Characters):

U.S. Tax Identification

Number:

Check here if non-U.S. (No U.S. Tax Identification Number)

ITEM 4. CERTIFICATIONS. By signing this Equity Group Settlement Opt-OutOpt-In Form, the undersigned certifies to the Bankruptcy Court and

the Debtors that:

(a) as of the Record Date, you (or in the case of an authorized signatory, the Holder) are either: (a) a

Holder of Interests in Intelsat S.A.; or (b) an authorized signatory for the Entity that is a Holder of

Interests in Intelsat S.A.;

(b) as of the Record Date, you (or in the case of an authorized signatory, the Holder) are not: (a) an

Insider of the Debtors, including, but not limited to, Holders of Interests who at any time

designated members of the board of directors of Intelsat S.A.; or (b) a Holder of Interests in

Intelsat S.A. who is a signatory to a plan support agreement with Intelsat S.A.; and

(c) you (or in the case of an authorized signatory, the Holder) have received a copy of the Notice and

Opt-OutOpt-In Form toin Connection With the Equity Group Settlement and ISA Warrants and

that this Equity Group Settlement Opt-OutOpt-In Form is completed pursuant to the terms and

conditions set forth therein.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 38 of 52
5

(If other than the hHolder)

Title:

(Print or Type)

Address:

Name of Holder:

Signature:

Telephone

Number:

Email:

Name of Signatory:

Date Completed:

PLEASE COMPLETE, SIGN, AND DATE THIS EQUITY GROUP SETTLEMENT OPT-OUTOPT-IN

FORM AND RETURN, OR INSTRUCT YOUR NOMINEE TO RETURN (IF YOU WISH TO

PARTICIPATE IN THE EQUITY GROUP SETTLEMENT AND BE ELIGIBLE TO RECEIVE THE ISA

WARRANTS, SUBJECT TO APPLICABLE LAW AND THE HOLDER LIMIT), THIS EQUITY GROUP

SETTLEMENT OPT-OUTOPT-IN FORM PROMPTLY, AND BY THE ELECTION DEADLINE, BY

ONLY ONE OF THE METHODS BELOW.

By E-Mail:12

IntelsatEquitySettlement@stretto.com

E-Mail is the sole manner in which Equity Group Settlement Opt- OutOpt-In Forms will be accepted via electronic or online

transmission. Equity Group Settlement Opt-OutOpt-In Forms

submitted by facsimile will not be counted.

If by First Class mail or Hand Delivery:

Intelsat S.A. Ballot Processing

c/o Stretto

410 Exchange, Suite 100

Irvine, CA 92602

12 For any Equity Group Settlement Opt-OutOpt-In Form submitted via electronic mail, the format of the

attachment must be found in the common workplace and industry standard format (i.e., industry-standard PDF

file) and the received date and time in Stretto’s inbox will be used as the timestamp for receipt.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 39 of 52
THE DEADLINE TO SUBMIT THE EQUITY GROUP SETTLEMENT OPT-OUTOPT-IN FORM IS [ ], AT 5:00 P.M., PREVAILING EASTERN TIME (THE “ELECTION DDEADLINE”).

STRETTO MUST ACTUALLY RECEIVE YOUR OPT-OUTOPT-IN ELECTION, INCLUDING

YOURINCLUDING YOUR

INVESTOR QUESTIONNAIRE, ON OR BEFORE THE ELECTION DEADLINE.

IF STRETTO DOES NOT ACTUALLY RECEIVE THE EQUITY GROUP SETTLEMENT OPT-OUTOPT- IN

FORM ON OR BEFORE THE ELECTION DEADLINE, YOU WILL BE DEEMED TO HAVENOT TO PARTICIPATED IN THE EQUITY GROUP SETTLEMENT

ONLY AND WILL NOT BE ELIGIBLE TO RECEIVE THE ISA WARRANTS. IF YOU HAVE ANY QUESTIONS ABOUT THE EQUITY GROUP SETTLEMENT OPT-OUTOPT-IN

FORM, PLEASE CALL STRETTO AT (855) 382-8754 (TOLL FREE) OR +1 (949) 377-2090 (INTERNATIONAL)

OR EMAIL intelsatequitysettlementIntelsatEquitySettlement@stretto.com

6

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 40 of 52
INSTRUCTIONS | F.A.Q. FOR COMPLETING

EQUITY GROUP SETTLEMENT OPT-OUTOPT-IN FORM &

INVESTOR QUESTIONNAIRE

1. Equity Group Settlement Opt-OutOpt-In Form, including the Investor Questionnaire

attached hereto as Appendix A, received after [ ], 202[ ] at [ ] p.m. (Prevailing Eastern

Time) (if such deadline has not been extended) will not be considered. 2. If you elect to opt out by selecting the option in Item 1 above, submit your Equity Group

Settlement Opt-Out Form by either:

a. Completing, executing, and submitting this paper Equity Group Settlement Opt- Out Form to Stretto via (a) first class mail, (b) overnight mail, or (c) personal

delivery to Intelsat S.A. Ballot Processing c/o Stretto 410 Exchange, Suite 100, Irvine, CA 92602; or

b. Completing, executing, and submitting this Equity Group Settlement Opt-Out

Form via e-mail to IntelsatEquitySettlement@stretto.com. For any Equity Group

Settlement Opt-Out Form submitted via e-mail, the format of the attachment must

be found in the common workplace and industry standard format (i.e., industry- standard PDF file) and the received date and time in Stretto’s inbox will be used

as the timestamp for receipt. 2. 3. If you do not elect to opt out by selecting the option in Item 1 above and wish towish to

participate in the Equity Group Settlement and be eligible to receive the ISA Warrants

(subject to applicable law and the Holder Limit), submit your Equity Group Settlement

Opt-OutOpt-In Form by (1) completing the Investor Questionnaire attached hereto as

Appendix A and (2) instructing your nominee/broker to either:

a. Complete, execute, and submit this paper Equity Group Settlement Opt-OutOptIn Form and also deliver your executed the Investor Questionnaire attached hereto

as Appendix A to Stretto via (a) first class mail, (b) overnight mail, or (c)

personal delivery to Intelsat S.A. Ballot Processing c/o Stretto 410 Exchange, Suite 100, Irvine, CA 92602; or

b. Complete, execute, and submit this Equity Group Settlement Opt-OutOpt-In Form

and also deliver your executed the Investor Questionnaire attached hereto as

Appendix A via e-mail to IntelsatEquitySettlement@stretto.com. For any Equity

Group Settlement Opt-OutOpt-In Form submitted via e-mail, the format of the

attachment must be found in the common workplace and industry standard format

(i.e., industry-standard PDF file) and the received date and time in Stretto’s inbox

will be used as the timestamp for receipt. 3. 4. Nominees/brokers that are authorized signatories may submit one (1) Equity Group

Settlement Opt-OutOpt-In Form with Medallion Guarantee Stamp on behalf of their

clients that wish to elect to participate in the Equity Group Settlement and receive the

ISA Warrants, and submit the electing hHolders’ information in an Excel format in the

template provided by Stretto. The iInvestor qQuestionnaire must be completed and

submitted on a per-Holder basisfor each Holder.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 41 of 52
4. 5. Do you or your nominees/brokers need to send an original copy if they have already

submitted the Equity Group Settlement Opt-OutOpt-In Form via e-mail?

No, you or your nominees/brokers do not need to send an original copy of the Equity

Group Settlement Opt-OutOpt-In Form if you or your nominees/brokers sent the Equity

Group Settlement Opt-OutOpt-In Form via e-mail. 5. 6. I’m a beneficial holder, may I submit the Equity Group Settlement Opt-OutOpt-In

Form directly?

If you elect the option in Item 1 above to opt out of the Equity Group Settlement, you

may submit the Equity Group Settlement Out-Out Form directly.

IfNo, if you do not elect the option in item 1 above and wish towish to participate in the

Equity Group Settlement and be eligible to receive the ISA Warrants (subject to

applicable law and the Holder Limit), you must instruct your nominees/brokers to

validate your information with a Medallion Guarantee Stamp and to submit the Equity

Group Settlement Opt-OutOpt-In Form on your behalf. For the avoidance of doubt, you

may complete the Investor Questionnaire attached hereto as Appendix A and send the

questionnaire to your nominees/brokers pursuant to any instructions that your

nominees/brokers may provide. Otherwise, your nominees/brokers may complete and

execute the Equity Group Settlement Opt-OutOpt-In Form on your behalf; provided, however, that they’rethey are an authorized signatory.

If you do not elect the option in Item 1 above to opt out ofto participate in the Equity

Group Settlement and receive the ISA Warrants, BUT either the Holder Limit has been

reached orOR you fail to fully complete and return the Equity Group Settlement Opt-Out

Form or validly submit your information as required herein (including the Investor

Questionnaire attached hereto) by the Election Deadline, you will be deemed to have

participated in the Equity Group Settlement only, including, but not limited to, waiving

any claim as to the payment and retention by the Equity Group Professionals (as defined

herein) of the Equity Group Professional Fees (as defined herein), but will not receive

theany ISA Warrants.

If you do not elect the option in Item 1 above to opt out of the Equity Group Settlement, BUT either the Holder Limit has been reached OR you fail to submit your information as

required herein, you will be deemed to have participated in the Equity Group Settlement

only but will not receive the ISA Warrants. 6. 7. Who is eligible to elect to participate in the Equity Group Settlement?

Any Holder of Interests in Intelsat S.A. as of the Record Date, who (a) is not an Insider of

the Debtors, including, but not limited to, Holders of Interests who at any time designated

members of the board of directors of Intelsat S.A. and (b) is not a Holder of Interests in

2

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 42 of 52
3

Intelsat S.A. who is a signatory to a plan support agreement with Intelsat S.A. (such

Holders who satisfy the foregoing conditions, “Eligible Holders”). 7. 8. What is being offered in the Equity Group Settlement?

In the Equity Group Settlement, Intelsat S.A. will issue to Eligible Holders who do not

opt out ofelect to participate in the Equity Group Settlement and receive the ISA

Warrants their pro rata share of the ISA Warrants subject to (i) the Holder Limit and (ii)

such hHolder fully completing and timely returning an Equity Group Settlement Opt- OutOpt-In Frorm.

The Holder Limit will be applied and determined in Reorganized S.A.’s sole discretion, but. However, Reorganized S.A. intendsshall use commercially reasonable efforts to

allocate the ISA Warrants pro rata among the to the maximum extent that would not

cause the Holder Limit to be exceeded, in descending order by number of shares of

Common Stock of Intelsat S.A. beneficially held on the Record Date by the respective

Supporting Holders of Allowed Interests that fully complete and timely return an Equity

Group Settlement Opt-OutOpt-In Form, including all information as required therein, by

the Election Deadline, on a pro rata basis in proportion, as nearly as practicable, to the

amountsnumber of shares of Common Stock of Intelsat S.A. verifiably submitted by each

such Supporting Holder of Allowed Interests as such hHolder’s existing interest of

Common Stock of Intelsat S.A. as of the Record Date (see “–Existing Interests” above);1

provided, however, that (A) all the Supporting Holders of Allowed Interests as set forth

on Amended Verified Statement of the Ad Hoc Group of Equity Holders of Intelsat S.A. Pursuant to Bankruptcy Rule 2019 [Docket No. 3747] that fully complete and timely

return an Equity Group Settlement Opt-OutOpt-In Form by the Election Deadline shall

be included within (but without any increase of) the Holder Limit, which, for the

avoidance of doubt, shall not be expanded beyond the aforementioned limitations, and

(B) if including certain Supporting Holders of Allowed Interests that are holding

approximately the same number of shares of Common Stock of Intelsat S.A. common

stock would cause the Holder Limit to be breached, Reorganized S.A. intends to exclude

such hHolders by allocating the ISA Warrants based on which hHolders fully complete

and timely return an Equity Group Settlement Opt-OutOpt-In Form by the Election

Deadline first.

1 To the extent that the allocation of ISA Warrants to a Supporting Holder of Allowed Interests would cause the

Holder Limit to be exceeded, such Supporting Holder of Allowed Interests shall not be entitled to an allocation

of ISA Warrants and the pro rata amount of such ISA Warrants shall instead be re-allocated among Supporting

Holders of Allowed Interests that are allocated ISA Warrants.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 43 of 52
Intelsat S.A. will add “Supporting Holders of Allowed Interests” and Equity Group

Professionals to the definitions of “Released Parties” and “Releasing Parties” under the

Plan., subject to their rights and performance under the Equity Group Settlement. Thus, “Supporting Holders of Allowed Interests” will release any claims they may have against

persons or entities that are “Released Parties” under the Plan, in particular under

Articles VIII.E (Third-Party Release) and VIII.G (Injunction). Additionally, Intelsat S.A. will pay reasonable and documented fees and expenses

incurred by the Equity Group Professionals in the aggregate amount of $1,100,000 on the

Effective Date.

In exchange, the Ad Hoc Group of Equity Holders of Intelsat S.A. agreed: (a) to

withdraw their Objection of Ad Hoc Group of Equity Holders of Intelsat S.A. to

Confirmation of Chapter 11 Plan [Docket No. 3432] with prejudice (so long as the Plan

is confirmed substantially as proposed and the Effective Date occurs); (b) not to object to

confirmation of the Plan; and (c) not to question any witnesses or itself offer evidence at

the Confirmation Hearing. 8. 9. What happens if I do not wish to participate in the Equity Group Settlement?

Eligible Holders that do not wishelect to participate in the Equity Group Settlement may

elect toshould nopt out ofsubmit the Equity Group Settlement by submitting an Equity

Group Settlement Opt-Out Form by the deadline provided herein.Opt-In Form. Such

Eligible Holders that elect to opt out of the Equity Group Settlement will not participate

in the Equity Group Settlement and will not, among other things, be eligible to receive

their pro rata share of the ISA Warrants (subject to applicable law and the Holder Limit). 9. 10. What happens if I do not submit an Equity Group Settlement Opt-OutOpt-In Form, including the Investor Questionnaire?

Eligible Holders who do not submit the Equity Group Settlement Opt-OutOpt-In Form, including the Investor Questionnaire by the Election dDeadline provided herein will be

deemed tonot participate in the Equity Group Settlement. However , for the avoidance of

doubt, suchand will not receive any ISA Warrants. 10. What happens if I select just one of the two option elections in Item 1 above?

Eligible Holders will not, among other things, be eligible tomust select both of the

elections in Item 1 above in order to participate in the Equity Group Settlement and

receive their pro rata share of the ISA Warrants (subject to applicable law and the Holder

Limit). 11. For the avoidance of doubt, any What happens if I select the option election in Item 1

above?

4

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 44 of 52
Any Eligible Holders that only elects the first option in Item 1 above will not participate

in the Equity Group Settlement andbut will not receive any ISA Warrants. 12. What happens if I do not select the option in Item 1 above?

Any Eligible Holder that does notonly selects the second option in Item 1 above will be

deemed to have(i.e., only seeking to receive the ISA Warrants) will not participated in the

Equity Group Settlement and thus will not receive any ISA Warrants. Any Eligible Holder that does not selects the option in Item 1 above AND fully complete

and returnto participate in the Equity Group Settlement Opt-OutAND fully completes and

returns the Equity Group Settlement Opt-In Form (including the Investor Questionnaire

attached hereto) by the Election Deadline, will be eligible to receive their pro rata share

of the ISA Warrants (subject to applicable law and the Holder Limit). 11. 13. What happens if I do not elect the option in Item 1 above but to participate in the

Equity Group Settlement and receive the ISA Warrants, BUT the Holder Limit has been

reached or I fail to fully complete and return the Equity Group Settlement Opt-OutOpt-In

Form (including the Investor Questionnaire attached hereto) by the Election Deadline?

You will be deemed to have participated in the Equity Group Settlement only, including, but not limited to, waiving any claim as to the payment and retention by the

Equity Group Professionals (as defined herein) of the Equity Group Professional Fees (as

defined herein), but will not receive theany ISA Warrants. 12. 14. When will I receive the ISA Warrants and how?

You will receive the ISA Warrants as soon as reasonably practicable after the Effective

Date subject to applicable law. Eligible Holders will be notified that they will receive the

ISA Warrants as soon as reasonably practicable following the Effective Date and prior to

receiving the ISA Warrants. Eligible Holders may expect delays in notification in order

to accommodate the rRestructuring tTransactions and the claims reconciliation process. 13. 15. If I make an election by submitting an Equity Group Settlement Opt-OutOpt-In Form, may I withdraw or change the election at a later date?

If you make an election by submitting an Equity Group Settlement Opt-OutOpt-In Form, you may not withdraw or change the election at a later date. Your election is irrevocable. 14. 16. What are the terms of the ISA Warrants and when can we exercise them?

The ISA Warrants, in the aggregate, will be exercisable for an aggregate number of

shares of Reorganized S.A. Common Stock that represent 10.0% of the Reorganized S.A. Common Stock that is outstanding upon completion of the Restructuring Transactions on

5

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 45 of 52
6

Subject to applicable law and, the Holder Limit, and compliance with the instructions

herein, Reorganized S.A. intendsshall use commercially reasonable efforts to allocate the

ISA Warrants pro rata among theto the maximum extent that would not cause the Holder

Limit to be exceeded, in descending order by number of shares of Common Stock of

Intelsat S.A. beneficially held on the Record Date by the respective Supporting Holders

of Allowed Interests that fully complete and timely return an Equity Group Settlement

Opt-OutOpt-In Form and make the relevant election, by the Election Deadline, on a pro

rata basis in proportion, as nearly as practicable, to the amountsnumber of shares of

Common Stock of Intelsat S.A. verifiably submitted by each such Supporting Holder of

Allowed Interests as such hHolder’s existing interest of Common Stock of Intelsat S.A. as of the Record Date (see “–Existing Interests” above);3 provided, however, that (A) all

or about the Effective Date. Any issuance pursuant to an ISA Warrant (or subsequent

transfer of an ISA Warrant) remains subject to compliance with applicable law, including

the laws of Luxembourg, the U.S. federal securities laws, and the Holder Limit. Further, the ISA Warrants (i) may not be exercised or subsequently transferred, subject to certain

limited exceptions, within one year of the initial issuance of the ISA Warrants, (ii) will

have a seven year tenor, and (iii) will have an exercise price based on the amount of all

Allowed Claims against Intelsat S.A. (which amount is currently estimated to be

approximately $409.9 million), plus accrued and unpaid interest at the contract rate on

the principal amount of such Allowed Claims through the Effective Date, (which amount

is currently estimated to be approximately $31.1 million from the Petition Date through

January 31, 2022),2less the S.A. Unsecured Recovery as such may be further adjusted

relating to dividends and other customary adjustments. Further, the ISA Warrants shall

be transferable and tradeable on a publicnational securities marketexchange only in the

event that (subject to compliance with applicable law and at which time it is expected

that the Holder Limit would be removed), and solely to the extent that, the Reorganized

S.A. Common Stock is or becomes tradeable on a publicnational securities

marketexchange. The ISA Warrants are subject to compliance with applicable law, including the the laws

of Luxembourg, the U.S. federal securities laws, and the Holder Limit. The above only purports to be a general summary. The terms of the ISA Warrants will be

finalized in definitive documentation prior to issuance, which is expected to be executed

by Reorganized S.A. and the Warrant Agent. 15. 17. How many ISA Warrants am I getting?

2 Interest will accrue through the Effective Date.

3 To the extent that the allocation of ISA Warrants to a Supporting Holder of Allowed Interests would cause the

Holder Limit to be exceeded, such Supporting Holder of Allowed Interests shall not be entitled to an allocation

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 46 of 52
7

the Supporting Holders of Allowed Interests as set forth on Amended Verified Statement

of the Ad Hoc Group of Equity Holders of Intelsat S.A. Pursuant to Bankruptcy

Rule 2019 [Docket No. 3747] that fully complete and timely return an Equity Group

Settlement Opt-OutOpt-In Form and make the relevant election, by the Election

Deadline, shall be included within (but without any increase of) the Holder Limit, which, for the avoidance of doubt, shall not be expanded beyond the aforementioned limitations, and (B) if including certain Supporting Holders of Allowed Interests that are holding

approximately the same number of shares of Common Stock of Intelsat S.A. common

stock would cause the Holder Limit to be breached, Reorganized S.A. may exclude such

hHolders, based on which hHolders fully complete and timely return an Equity Group

Settlement Opt-OutOpt-In Form by the Election Deadline first. FOR THE AVOIDANCE

OF DOUBT, STRETTO MUST ACTUALLY RECEIVE YOUR EQUITY GROUP

SETTLEMENT OPT-OUTOPT-IN FORM, INCLUDING YOUR INVESTOR

QUESTIONNAIRE ATTACHED HERETO AS APPENDIX A, ON OR BEFORE THE

ELECTION DEADLINE. If you elect to participate in the Equity Group Settlement

BUT the Holder Limit has been reached or you otherwise do not fully complete and

timely return an Equity Group Settlement Opt-OutOpt-In Form by the Election

Deadline, you will be deemed to have participated in the Equity Group Settlement

only, and will not receive any ISA Warrants. The Holder Limit will be determined

in Reorganized S.A.’s sole discretion.

of ISA Warrants and the pro rata amount of such ISA Warrants shall instead be re-allocated among Supporting

Holders of Allowed Interests that are allocated ISA Warrants.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 47 of 52
Appendix A

Investor Questionnaire

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 48 of 52
INVESTOR QUESTIONNAIRE

Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended

(the “Securities Act”), in relevant part, states that an “accredited investor” shall mean any person

who comes within any of the below listed categories, or who the issuer reasonably believes

comes within any of the below listed categories, at the time of the sale of the securities to that

person.

(a) The undersigned has indicated, by marking and initialing the appropriate box below, the

provision(s) below which apply to the undersigned and under which the undersigned accordingly

represents that it qualifies as an “accredited investor.” Further, the undersigned acknowledges

that it is an “accredited investor” by marking and initialing any box, even if any such particular

classification under Rule 501(a) is ultimately incorrect, and the undersigned acknowledges that

the below classifications are for the undersigned’s convenience only. You are urged to consult

your own financial, tax, and legal advisors before making any election or representation about

your status as an “accredited investor.” Entities: _____ Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan

association or other institution as defined in section 3(a)(5)(A) of the Securities Act

whether acting in its individual or fiduciary capacity; _____ Any broker or dealer registered pursuant to section 15 of the Securities Exchange Act

of 1934, as amended; _____ Any investment adviser registered pursuant to section 203 of the Investment Advisers

Act of 1940 or registered pursuant to the laws of a state; _____ Any investment adviser relying on the exemption from registering with the Securities

and Exchange Commission under section 203(l) or (m) of the Investment Advisers Act of

1940; _____ Any insurance company as defined in section 2(a)(13) of the Securities Act; _____ Any investment company registered under the Investment Company Act of 1940, as

amended (the “Investment Company Act”), or a business development company as

defined in section 2(a)(48) of the Investment Company Act; _____ Any Small Business Investment Company licensed by the U.S. Small Business

Administration under section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; _____ Any Rural Business Investment Company as defined in section 384A of the

Consolidated Farm and Rural Development Act;

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 49 of 52
3

_____ Any plan established and maintained by a state, its political subdivisions, or any

agency or instrumentality of a state or its political subdivisions, for the benefit of its

employees, if such plan has total assets in excess of $5,000,000; _____ Any employee benefit plan within the meaning of the Employee Retirement Income

Security Act of 1974, as amended (“ERISA”), (i) if the investment decision is made by a

plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank, a savings

and loan association, an insurance company, or a registered investment adviser, or (ii) if

the employee benefit plan has total assets in excess of $5,000,000 or, (iii) if such plan is a

self-directed plan, with investment decisions made solely by persons that are “accredited

investors”; _____ Any private business development company as defined in section 202(a)(22) of the

Investment Advisers Act of 1940, as amended; _____ Any organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, partnership, or limited

liability company, not formed for the specific purpose of acquired the securities offered, with total assets in excess of $5,000,000; _____ Any trust, with total assets in excess of $5,000,000, not formed for the specific

purpose of acquiring the securities offered, whose purchase is directed by a sophisticated

person as described in Section 230.506(b)(2)(ii) of Regulation D; _____ Any entity in which all of the equity owners are “accredited investors”; _____ Any entity of a type not listed above, that is not formed for the specific purpose of

acquiring the securities offered and owns investments in excess of $5,000,000; or _____ Any “family office,” as defined in Rule 202(a)(11)(G)-1 under the Investment

Advisers Act of 1940, that (i) has assets under management in excess of $5,000,000; (ii)

is not formed for the specific purpose of acquiring the securities offered and (iii) has a

person directing the prospective investment in Reorganized S.A. who has such

knowledge and experience in financial and business matters so that the family office is

capable of evaluating the merits and risks of the prospective investment;

Natural Persons: _____ Any “family client,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers

Act of 1940, of a family office meeting the requirements of immediately preceding

paragraph and whose prospective investment in Reorganized S.A. is directed by that

family office pursuant to clause (iii) of the immediately preceding paragraph; _____ Any natural person whose individual net worth, or joint net worth with that person’s

spouse, exceeds $1,000,000

1

;

1 For purposes of this item, “net worth” means the excess of total assets at fair market value (excluding the value

of the primary residence of such natural person) over total liabilities (excluding the amount of indebtedness

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 50 of 52
4

_____ Any natural person who had an individual income

2

in excess of $200,000 in each of

the two most recent years, or joint income

3 with that person’s spouse or spousal

equivalent in excess of $300,000 in each of those years, and has a reasonable expectation

of reaching the same income level in the current year; or _____ Any natural person who holds, in good standing, one of the following professional

licenses: the General Securities Representative license (Series 7), the Private Securities

Offerings Representative license (Series 82), or the Investment Adviser Representative

license (Series 65).

(b) If you do not satisfy any of the above, please indicate by checking the below box if the

following applies:

I am not an “accredited investor,” but I have sufficient knowledge and experience

in financial and business matters to make enable me to evaluate the merits and risks of a

prospective investment in Reorganized S.A.

of the primary residence of such natural person) over total liabilities (excluding the amount of indebtedness

secured by the primary residence of such natural person up to such primary residence’s estimated fair market

value, except that if the amount of such indebtedness outstanding at the time of investment in Reorganized S.A. exceeds the amount outstanding 60 days before such time (the “additional indebtedness”), other than as a result

of the acquisition of the primary residence, the amount of such additional indebtedness shall be included as a

liability). 2 For purposes of this item, “individual income” means adjusted gross income as reported for U.S. federal income

tax purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the

following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse):

(i) the amount of any interest income received which is tax-exempt under §103 of the U.S. Internal Revenue

Code of 1986, as amended (the “Code”), (ii) the amount of losses claimed as a limited partner in a limited

partnership (as reported on Schedule E of Form 1040), (iii) any deduction claimed for depletion under Code

§611 et seq., and (iv) any amount by which income from long-term capital gains has been reduced in arriving at

adjusted gross income pursuant to the provisions of Code §1202 prior to its repeal by the Tax Reform Act of

1986. 3 For purposes of this item, “joint income” means adjusted gross income as reported for U.S. federal income tax

purposes, including any income attributable to a spouse or to property owned by a spouse, increased by the

following amounts (including any amounts attributable to a spouse or to property owned by a spouse): (i) the

amount of any interest income received which is tax-exempt under §103 of the Code, (ii) the amount of losses

claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any

deduction claimed for depletion under Code §611 et seq., and (iv) any amount by which income from long-term

capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Code §1202

prior to its repeal by the Tax Reform Act of 1986.

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 51 of 52
IN WITNESS WHEREOF, the undersigned has executed this questionnaire and

certification on and as of the date of the submission of the accompanying Election Opt- OutEquity Group Settlement Opt-In Form. Name of Natural Person or Entity:

By:

Its:

State or Country of Primary Residence:

Address:

E-mail:

Case 20-32299-KLP Doc 3993 Filed 01/05/22 Entered 01/05/22 17:16:32 Desc Main

Document Page 52 of 52