UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 215, 2013

Intelsat S.A.

(Exact name of registrant as specified in its charter)

Luxembourg	000-50262	98-0346003
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
4 rue Albert Borschette Luxembourg Grand-Duchy of Luxembourg		L-1246
(Address of principal executive offices)		(Zip Code)

4 rue Albert Borschette

Luxembourg

Grand-Duchy of Luxembourg

L-1246

(Address of principal executive offices)

(Zip Code)

+(352) 27 84 1600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8 1.01. ~~Other~~Entry ~~Events.~~into a Material Definitive Agreement.

~~Issuance~~On April 5, 2013, Intelsat (Luxembourg) S.A. (“Intelsat Luxembourg”) issued $3.5 billion aggregate principal amount of ~~Redemption~~Senior ~~Notices~~Notes, consisting of $500.0 million aggregate principal amount of 6 3/4% Senior Notes due 2018 (the “2018 Notes”), $2.0 billion aggregate principal amount of 7 3/4% Senior Notes due 2021 (the “2021 Notes”) and $1.0 billion aggregate principal amount of 8 1/8% Senior Notes due 2023 (the “ 2023 Notes” and collectively with the 2018 Notes and the 2021 Notes, the “New Luxembourg Notes”). The New Luxembourg Notes were issued pursuant to an indenture, dated as of April 5, 2013 (the “Indenture”), among Intelsat Luxembourg, as issuer, Intelsat S.A., as parent guarantor, and Wells Fargo Bank, National Association, as trustee. The net proceeds from the New Luxembourg Notes will be used by Intelsat Luxembourg to redeem $915.0 million aggregate principal amount of its outstanding 11 1/2/12 1/2% Senior PIK Election Notes due 2017 (the “2017 PIK Notes”) in its previously announced redemption, to redeem the remaining approximately $1,588.0 aggregate principal amount of its outstanding 2017 PIK Notes in its previously announced redemption, and to redeem $754.8 million aggregate principal amount of its outstanding 11 1/4% Senior Notes due 2017 (the “2017 Senior Notes”) in its previously announced redemption, to pay related fees and expenses and for general corporate purposes, which may include the repayment, redemption, retirement or repurchase of additional due 2017 Senior Notes or other outstanding indebtedness of Intelsat Luxembourg and its subsidiaries. The Indenture pursuant to which the New Luxembourg Notes were issued is attached hereto as Exhibit 4.1 and incorporated herein by reference.

OnThe ~~March 21,~~Indenture ~~2013,~~contains ~~Intelsat~~covenants which include, ~~(Luxembourg)~~among ~~S.A.~~other (“things: a limitation on Intelsat Luxembourg”)’s ~~issued~~and asome ~~notice~~ of ~~redemption~~its ~~pursuant~~subsidiaries’ ability to ~~the~~incur ~~indenture~~or ~~(the~~guarantee ~~“Indenture”)~~additional ~~governing~~debt ~~its 11 1/4%~~or ~~Senior~~issue ~~Cash~~disqualified ~~Pay~~or ~~Notes~~preferred ~~due~~stock; ~~2017~~a ~~(the~~limitation ~~“2017~~on ~~Senior~~Intelsat ~~Notes”)~~Luxembourg’s and ~~11 1/2%/12 1/2%~~some ~~Senior~~of ~~PIK~~its subsidiaries’ ~~Election~~ability ~~Notes~~to ~~due~~pay ~~2017~~dividends, ~~(the~~make ~~“2017~~other ~~PIK~~equity ~~Notes”)~~distributions ~~that~~or itrepurchase ~~intends to~~or redeem, ~~subject~~capital tostock; ~~the~~a ~~financing~~limitation ~~condition~~on ~~described~~Intelsat ~~below,~~Luxembourg’s ~~all~~and some of ~~the~~its ~~outstanding~~subsidiaries’ ~~aggregate~~ability ~~principal~~to ~~amount~~make ofcertain ~~2017~~investments; ~~PIK~~a ~~Notes~~limitation ~~for~~on Intelsat ~~which~~Luxembourg’s aand ~~notice~~some of ~~redemption~~its ~~has~~subsidiaries’ ~~not~~ability ~~previously~~to ~~been~~enter ~~given,~~into ~~which~~transactions ~~equals~~with ~~approximately~~affiliates; ~~$1,588.0~~a ~~million~~limitation ~~principal amount~~on ofmerger, ~~2017 PIK Notes~~consolidation, atamalgamation aand ~~redemption~~sale ~~price~~of ~~equal~~assets applicable to ~~105.75%~~Intelsat ofLuxembourg ~~the~~and ~~principal~~future ~~amount~~subsidiary guarantors, ofif ~~the~~any; ~~2017~~and ~~PIK~~a ~~Notes,~~limitation ~~plus~~on ~~accrued~~Intelsat Luxembourg’s and ~~unpaid~~some ~~interest~~of ~~thereon~~its tosubsidiaries’ ~~the~~ability ~~redemption~~to ~~date~~incur ~~(the~~liens ~~“PIK~~on ~~Notes~~any ~~Redemption”)~~of onIntelsat ~~April 20,~~Jackson’s ~~2013~~assets ~~(the “Redemption~~securing ~~Date”)~~other indebtedness.

The ~~PIK~~Indenture ~~Notes~~also ~~Redemption~~contains isevents ~~conditioned~~of ondefault ~~the~~with ~~completion~~respect to: default in payments of ~~one~~interest after a 30-day grace period or ~~more~~a ~~debt~~default ~~financings~~in the onpayment orof ~~prior~~principal when due; subject to a certain exception, default in the ~~Redemption~~performance ~~Date~~of byany covenant in the Indenture that continues for more than 60 days after notice of default has been provided to Intelsat Luxembourg; onfailure ~~terms~~to make ~~satisfactory~~any topayment when due, including applicable grace periods, under any indebtedness for money borrowed by Intelsat S.A., Intelsat Luxembourg ~~providing~~or ~~funds~~a ~~sufficient~~significant subsidiary thereof having a principal amount in excess of $75.0 million; the acceleration of the maturity of any indebtedness for money borrowed by Intelsat S.A., Intelsat Luxembourg or a significant subsidiary thereof having a principal amount in excess of $75.0 million; failure by Intelsat S.A., Intelsat Luxembourg or a significant subsidiary to pay ~~the~~final ~~aggregate~~judgments ~~redemption~~aggregating ~~payment~~in excess of $75.0 million, which judgments are not discharged, waived or stayed for 60 days; ~~the~~and ~~portion~~certain events of ~~the~~bankruptcy, ~~outstanding~~insolvency ~~2017~~or ~~PIK~~reorganization ~~Notes~~of toIntelsat beS.A., ~~redeemed~~Intelsat onLuxembourg ~~the~~or ~~Redemption~~a ~~Date~~significant subsidiary.

OnEach ~~March 21,~~series ~~2013,~~of ~~Intelsat~~New Luxembourg ~~also~~Notes ~~issued~~is aredeemable ~~notice~~on ~~of redemption pursuant to~~ the ~~Indenture that it intends to redeem~~dates, ~~subject~~at to the ~~financing condition described below, $754,800,000 aggregate principal amount of 2017 Senior Notes at a~~ redemption ~~price~~prices ~~equal to 105.625% of the principal amount of the 2017 Senior Notes, plus accrued~~ and ~~unpaid~~in ~~interest thereon to~~ the ~~redemption~~manner ~~date~~specified ~~(the~~in ~~“Cash Pay Notes Redemption”) on~~ the ~~Redemption Date~~Indenture.

~~The~~Pursuant ~~Cash~~to ~~Pay~~a ~~Notes Redemption~~registration isrights ~~conditioned~~agreement, ondated as of April 5, 2013 (the ~~completion~~“Registration Rights ofAgreement”), ~~one~~Intelsat orLuxembourg, ~~more~~as ~~debt~~issuer, ~~financings~~and onIntelsat orS.A., ~~prior~~as toparent guarantor, agreed with Goldman, Sachs & Co., as representative of the ~~Redemption~~initial ~~Date~~purchasers byin ~~Intelsat~~the offering of the New Luxembourg onNotes ~~terms~~described ~~satisfactory~~above to(the “Initial ~~Intelsat~~Purchasers”), ~~Luxembourg~~in ~~providing~~the ~~funds~~limited ~~sufficient~~circumstances ~~for~~described ~~Intelsat~~therein ~~Luxembourg~~to make an offer to ~~pay~~exchange the ~~aggregate redemption~~New ~~payment~~Luxembourg Notes for ~~the~~registered, ~~applicable~~publicly ~~portion~~tradable ofnotes ~~the~~that ~~outstanding~~have ~~2017~~substantially ~~Senior~~identical ~~Notes~~terms to bethe ~~redeemed~~New onLuxembourg ~~the~~Notes. ~~Redemption~~The Registration ~~Date~~Rights Agreement is attached hereto as Exhibit 4.2 and incorporated herein by reference.

~~Intelsat~~Certain ~~Luxembourg expects~~of ~~that~~the ifInitial ~~its~~Purchasers ~~previously~~and ~~announced~~their ~~offering~~respective ofaffiliates ~~senior~~have, ~~notes~~from istime ~~completed~~to ontime, orperformed, ~~about~~and may ~~April 5,~~in ~~2013~~the future perform, ~~the~~various ~~financing~~financial ~~conditions~~advisory, toinvestment ~~each~~banking ofand ~~the~~commercial ~~PIK~~banking ~~Notes~~services ~~Redemption~~for Intelsat Luxembourg and ~~the~~its ~~Cash~~affiliates, ~~Pay~~for ~~Notes~~which ~~Redemption~~they ~~described~~received ~~above~~or will ~~have~~receive ~~been~~customary ~~satisfied~~fees and expenses. Affiliates of one or more of the Initial Purchasers are lenders and/or agents under the credit facilities maintained by Intelsat Luxembourg’s affiliates.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above, other than the last paragraph thereof, is incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Document Description

4.1		Indenture, dated as of April 5, 2013, among Intelsat (Luxembourg) S.A., as Issuer, Intelsat S.A., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (including the form of each of the 2018 Notes, 2021 Notes and 2023 Notes).

4.2		Registration Rights Agreement, dated as of April 5, 2013, by and among Intelsat (Luxembourg) S.A., as Issuer, Intelsat S.A., as Parent Guarantor, and Goldman, Sachs & Co., as representative of the several initial purchasers named on Schedule I thereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTELSAT S.A.	~~INTELSAT S.A.~~
Date: March 21, 2013		By:	/s/ Michael McDonnell
Date: April 5, 2013	By:	/s/ Michelle Bryan
	Name:	~~Name:~~Michelle Bryan	~~Michael McDonnell~~
	Title:	~~Title:~~Executive Vice President, General Counsel, Chief Administrative Officer and Secretary	~~Executive Vice President and Chief Financial Officer~~

EXHIBIT INDEX


Exhibit No.		Document Description

4.1		Indenture, dated as of April 5, 2013, among Intelsat (Luxembourg) S.A., as Issuer, Intelsat S.A., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (including the form of each of the 2018 Notes, 2021 Notes and 2023 Notes).

4.2		Registration Rights Agreement, dated as of April 5, 2013, by and among Intelsat (Luxembourg) S.A., as Issuer, Intelsat S.A., as Parent Guarantor, and Goldman, Sachs & Co., as representative of the several initial purchasers named on Schedule I thereto.

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