Intelsat US Administrative Headquarters: Photo: Intelsat

Intelsat and OneWeb announced that they have entered into a definitive combination agreement pursuant to which Intelsat and OneWeb will merge in a share-for-share transaction. Intelsat and SoftBank Group also entered into a share purchase agreement in which SoftBank will buy voting and non-voting shares in the combined company for $1.7 billion in cash and take a 39.9 percent voting stake.

According to Reuters, the merger will allow Intelsat to address its roughly $15 billion debt pile. The debt exchange offers together with the proceeds of the SoftBank investment are intended to reduce Intelsat’s debt by approximately $3.6 billion.

According to the companies involved, the complementary strengths of Intelsat and OneWeb, combined with the SoftBank investment, are intended to create a financially stronger company with the flexibility to aggressively pursue new growth opportunities resulting from the explosion in demand for broadband connectivity for people and devices everywhere.

“As an early equity investor in OneWeb, we recognized a network that was a complement to our next-generation Intelsat Epic NG fleet and a fit with our long-term strategy,” said Stephen Spengler, chief executive officer of Intelsat. “The transaction, including SoftBank’s investment, will significantly strengthen Intelsat’s capital structure and accelerate our ability to unlock new applications, such as connected vehicles, as well as advanced services for our existing customers in the enterprise.”

In December 2016, SoftBank announced its commitment to invest $1 billion in OneWeb to support the technological development and construction of a high volume satellite production facility to further accelerate OneWeb’s vision of delivering affordable, high-speed, low latency internet to rural and remote communities around the world. Intelsat was a founding investor in OneWeb, making a minority equity investment in 2015.

OneWeb shareholders will receive Intelsat shares in the deal, while Intelsat shareholders will retain the shares they currently hold, the companies said. Seven directors, including three independent directors, three members selected by SoftBank and one director selected by a current Intelsat shareholder, comprise the board of directors of the combined company, of which OneWeb’s founder, Greg Wyler, will remain executive chairman. Intelsat’s CEO, Stephen Spengler, will be the CEO of the combined company, which will remain at Intelsat’s home in Luxembourg.

Intelsat also announced its fourth quarter and full-year 2016 results. For the fourth quarter, the company reported total revenue of $550.7 million and net income of $662.8 million. Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) came in at $406.7 million.

“For the full year, our revenue and adjusted EBITDA performance fell favorably within our guidance range,” said Spengler, with the company reporting EBITDA of $1.6 billion for the year ended Dec. 31, 2016.

The board of directors of Intelsat and OneWeb has approved the combination agreement. Closing of the transactions is subject to approval by Intelsat and OneWeb shareholders, certain regulatory approvals and other customary closing conditions, and is expected to finalize in the third quarter of 2017.