Satellite companies SES and Intelsat complete $3.1 billion global deal

Compass Lexecon advised global satellite network operators SES S.A. (‘SES') and Intelsat Holdings S.à r.l. (‘Intelsat') in the context of the proposed acquisition of Intelsat by SES (‘the transaction’). The transaction was reviewed by multiple competition authorities globally, including the European Commission, UK’s Competition and Markets Authority, U.S. Department of Justice and Federal Communications Commission and others.

Situation

SES and Intelsat are global satellite network operators that own and operate geostationary earth orbit (‘GEO') satellites. In addition, SES also owns and operates a fleet of medium-earth orbit (‘MEO’) satellites. With their satellites, the companies provide ‘one-way' satellite capacity to customers, notably media broadcasters and satellite TV providers, as well as ‘two-way' satellite capacity (used for communications/data) to, amongst others, third-party satellite service providers across a range of industry sectors, including fixed data, government (including military), aviation and maritime. In addition, the companies use capacity from their GEO satellites to provide satellite services of their own. The transaction would create a multi-orbit operator with better coverage, improved resilience, wider service offerings and enhanced resources to invest in innovation. This would allow the merged entity to compete with both established and new rivals, including the low-earth orbit (‘LEO’) satellite operators such as SpaceX’s Starlink and Amazon’s forthcoming Kuiper. The deal required regulatory approvals in multiple jurisdictions.

Our Role

A Compass Lexecon team provided economic advice to the Parties and their external legal counsel Gibson Dunn on potential issues arising from the horizontal and vertical relationships between the Parties’ activities and assisted with merger filings globally since pre-notification stage. In our assessment, we analysed market shares for ‘one-way’ and ‘two-way’ satellite capacity supply (the upstream product) across different satellite beam types, orbit types, frequency bands and geographies; as well as for satellite services (the downstream product) across several applications, including fixed data, government (including military), aviation and maritime.

Our analysis showed that there are several credible competitors in all these markets that will continue to exert sufficient competitive pressure upon the merged entity post-transaction. In addition, we also found that the merged entity will be constrained by terrestrial alternatives (e.g., fibre) in the market for the supply of ‘one-way’ satellite capacity and by LEO operators in the market for the supply of ‘two-way’ satellite capacity. We also assessed the merged entity’s ability to foreclose downstream competitors (e.g., by restricting supply of satellite capacity to rival satellite service providers) based on our market share analysis and found that the merged entity would not have the ability to do so.

Outcome

The transaction was reviewed by multiple competition authorities, including the European Commission, UK Competition and Markets Authority, Brazilian CADE, COMESA Competition Commission, Mexican Federal Telecommunications Institute, U.S. Department of Justice and Federal Communications Commission, and regulators in Australia, Nigeria, Papua New Guinea, Saudi Arabia, South Africa and Turkey. By July 2025, the transaction has been approved without conditions (or reached a status where any relevant waiting periods have elapsed) by all regulators.

The Team

The Compass Lexecon team included Cecilia Nardini, Benjamin Rosenbaum, Will Lobo, Aiden Lo, Shoola Dzhumaeva, Chi Trieu, Cindy Nah, Kirsten Abeln, Marta Adembri, Sara Vojvodic, Conor Duggan, Gianluca Strada, Ines Noval Felgueroso, Istvan Barati, Janne-Matti Kinnunen, Jiangyu Wei, Peer Schulze, Saffi Wu, Andrea Rodriguez Nieto, Anish Jolly, Antoine Golovtchenko, Asteris Dougalis, Begona Madridejos, Christian Muller, Holly Chin, Kalina Anastasova, Kseniia Brui, Matilde Calvani and Victoria Britton.

We worked together with a team from Gibson, Dunn & Crutcher LLP led by Ali Nikpay, Attila Borsos, Deirdre Taylor, Joshua Lipton, Scottie Hvidt and Sophia Hansell.