Intelsat S.A. (NYSE:I) entered into a definitive combination agreement to acquire OneWeb LLC on February 28, 2017. As per the terms of agreement, each common share of OneWeb issued and outstanding will be converted into the right to receive 66 common shares of Intelsat. The combined company will remain domiciled in Luxemborg. Intelsat's Chief Executive Officer, Stephen Spengler, will be the Chief Executive Officer of the combined company. OneWeb's Founder and Executive Chairman, Greg Wyler, will be the Executive Chairman of the combined company's Board of Directors. The Board of Directors of the combined company will be made up of seven directors, including three independent directors, three members selected by SoftBank and one director selected by a current Intelsat shareholder. In a related transaction, Intelsat and SoftBank Group also entered into a definitive share purchase agreement pursuant to which SoftBank will invest $1.7 billion in newly issued common and preferred shares of the combined company.

The transaction is subject to approval by Intelsat and OneWeb shareholders, Committee on Foreign Investment in the United States, U.S. Defense Security Service, U.S. State Department Directorate of Defense Trade Controls, early termination of the waiting period under HST act, successful completion of debt exchange offers to certain existing Intelsat bondholders and other customary closing conditions. The consummation of the merger and investment by SoftBank Group are cross-conditioned on one another. The merger has been unanimously approved by the Board of Directors of Intelsat and OneWeb. The deal is expected to close in the third quarter of 2017.

Ronen Bojme, Malcolm Morris, Michael Henkin and Alexander Rohan of Guggenheim Securities LLC and Paul Parker, Jason Rowe and Gregoire Baudot of Goldman, Sachs & Co. acted as the financial advisor to Intelsat. Steven A. Cohen, Victor Goldfeld and Josh Feltman of Wachtell, Lipton, Rosen & Katz and Elvinger Hoss and Prussen acted as legal advisors to Intelsat. Jim Murray, John Trousdale, Steve Zelin and Jessica Kearns of PJT Partners acted as financial advisor to OneWeb. Barclays acted as a financial advisor to OneWeb and rendered a fairness opinion. Rob Townsend, Lauren Bellerjeau, David Slotkin, Ken Siegel and Leo Aguilar of Morrison & Foerster LLP, Arendt and Medernech SA, and Mourant Ozannes acted as legal advisor to OneWeb, and John Meltaus and Robert V. Jahrling of Choate Hall & Stewart LLP and Phillip Specter of Milbank, Tweed, Hadley & McCloy acted as legal advisor to OneWeb. Stephen Kotran of Sullivan & Cromwell LLP led the transaction which acted as legal advisor for Goldman, Sachs & Co. Stephen M.Kotran, Adam M.Josephs, Hannah Zeffiro of Sullivan & Cromwell LLP acted as legal advisor to Goldman,Sachs & co, financial advisor to Intelsat SA. Steve Kaufman, Anton Louwinger, Joe Krauss and Falk Schoeing of Hogan Lovells LLP acted as a legal advisor to Airbus as a shareholder of OneWeb.