SecProbe.io

December 5, 2024
Adel Al-Saleh
Chief Executive Officer
SES S.A.
Château de Betzdorf
L-6815 Betzdorf
Grand Duchy of Luxembourg
Re:SES S.A.
Draft Registration Statement on Form S-4
Submitted November 8, 2024
CIK No. 0001347408
Dear Adel Al-Saleh:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4
Presentation of Financial and Other Information, page 2
1.When you update your registration statement to include the financial statements of
SES and Intelsat for the year ended December 31, 2024, please ensure you include all
the pro forma financial information required by Article 11 of Regulation S-X. Please
also ensure your pro forma financial statements describe how you will account for the
Contingent Value Rights (CVRs) and the authoritative accounting literature upon
which you are relying. Disclose the methodology used to value the CVR’s, the
significant assumptions made, and the potential future impacts to your financial
statements.

December 5, 2024
Page 2
Questions and Answers about the Acquisition and the Contingent Value Rights
Q: Is Intelsat shareholder approval required to consummate the Acquisition?, page 4
2.Clarify that although Intelsat shareholders are required to approve the Acquisition,
Intelsat is not subject to the federal proxy rules or a public reporting company, so a
shareholder's recourse against the company may be limited under the federal securities
laws.
Q: What are the CVRs?, page 5
3.Rather than just relying upon a cross reference, please include a brief Plain English
description of what the CVRs are intended to represent.
Risks related to the Transactions, page 16
4.Include a risk factor highlighting the fact that although the receipt of the CVRs are
contingent upon the Liquidation occurring, Intelsat is not an issuer in this transaction,
so a shareholder's rights under the federal securities laws relating to the Acquisition,
issuance of the CVRs and Liquidation against Intelsat or its management and directors
will be limited.
Risk Factors
SES relies on a limited number of launch providers to launch its satellites, page 34
5.You indicate in this and the following risk factor that you are dependent upon a
limited number of launch providers and a small number of satellite manufacturers. To
the extent you are substantially dependent on any providers or manufacturers, please
disclose the material terms of your agreements with them and file the agreements as
exhibits to your registration statement. Refer to Item 21 of Form F-4 and Item
601(b)(10)(ii) of Regulation S-K.
Risks Relating to Intelsat's Business, page 46
6.Clarify why you have included separate risk factors relating to Intelsat's business.  The
value of the securities being offered are tied to possible sales of spectrum by SES in
the future, not to any monetization of spectrum by Intelsat.  If retained following the
addition of clarifying language, consider whether any of these risks are significant
enough to warrant separate risk factors. Refer to Item 3 of Form F-4 and Item 105 of
Regulation S-K.
About the Acquisition
Overview / Background of the Transactions, page 49
7.We note that Intelsat's board of directors received a fairness opinion from its financial
advisor in connection with the transactions. Please provide the information called for
by Item 1015(b) of Regulation M-A and file the opinion as an exhibit.  Refer
to Items 4(b) and 21(c) of Form F-4.
SES's Reasons for the Transactions, page 54
You indicate in this section that in approving the merger with Intelsat, "the SES Board
considered the strategic alternatives available to SES in the United States, 8.

December 5, 2024
Page 3
Luxembourg and globally." Please revise your discussion to identify the strategic
alternatives considered by SES' board.
Intelsat - Management's Discussion and Analysis of Financial Condition and Results of
Operations
Adjusted EBITDA
Note 1, page 142
9.Revise your disclosures to clarify the amounts associated with expenses relating to
Intelsat’s employee retention incentive plans. Clarify the nature of these expenses and
how they are not cash operating expenses necessary to run your business. Refer to
question 100.01 of the Commission’s Non-GAAP Compliance and Disclosure
Interpretations
Note 2, page 143
10.Revise your disclosures to quantify each adjustment included in “Non-recurring and
non-cash items” and clarify how these are not cash operating expenses necessary to
run your business. Tell us how you considered the guidance in question 100.01 of the
Commission’s Non-GAAP Compliance and Disclosure Interpretations, including that
the Staff views an operating expense that occurs occasionally, including at irregular
intervals, as recurring.
Security Ownership of Certain Beneficial Owners and Management of SES, page 155
11.Please disclose the natural person(s) who have voting and/or investment control over
the Class A shares held by Lazard Asset Management, David A. Tepper and ATLAS
Infrastructure Partners (UK) Ltd.
Financial Statements of SES S.A.
Notes to Consolidated Financial Statements
Note 2 - Summary of Material Accounting Policies
Revenue Recognition, page F-26
12.Your disclosure indicates that for contracts in which you sell multiple goods and
services, you evaluate at contract inception whether the goods and services represent
separate performance obligations. Please revise your disclosures to clarify the goods
and services that are sold together, the factors you considered in determining whether
they represent distinct performance obligations, and how you recognize revenue for
each bundle of distinct goods and services identified. In your response, clarify how
you considered the factors in paragraphs 27 through 30 of IFRS 15 in making this
determination.
Deeply Subordinated Fixed Rate Resettable Securities (Perpetual Bond), page F-33
Please revise your disclosures to clarify the circumstances under which coupon
payments can be deferred and tell us how you considered IAS 32.AG6 in determining
to classify these instruments as equity rather than liabilities. Clarify how you do not
have a contractual obligation to make coupon payments. The same comment applies
to the Hybrid Dual-tranche Bond Offering that was settled on September 12, 2024, as
disclosed on page F-91. Please revise your disclosures to clarify the maturity dates, 13.

December 5, 2024
Page 4
redemption features and contractually required principal and interest payments
relating to these bonds. Clarify how you will classify these instruments in your
financial statements and the basis for this classification.
Note 11 - Earnings Per Share, page F-45
14.Please disclose the numerator used in calculating basic and diluted earnings per share
for each of your Class A and Class B shares and provide a reconciliation of these
amounts to total profit or loss attributable to the parent for each period presented.
Refer to paragraph 70 of IAS 33.
Note 35 - Subsequent Events
Intelsat Acquisition, page F-91
15.You disclose that the transaction is fully supportive of SES’s financial policy and is
underpinned by expected total synergies equivalent to 85% of the total equity value of
the transaction. Please further clarify this statement, including how you determined
the assumptions used to calculate the expected synergies are reasonable and
supportable such that inclusion of this forward looking information in your financial
statements is appropriate.
Financial Statements of Intelsat S.A.
Notes to Consolidated Financial Statements
Note 1 - Background and Summary of Significant Accounting Policies
C-band Spectrum Clearing, page F-104
16.Please further clarify how you determined to account for ARP receipts and
reimbursable expenditures in accordance with ASC 610. In your response, clarify the
specific non-financial assets that are being de-recognized, how you controlled them
prior to entering into the agreement, and how control was transferred as a result of the
agreement. Clarify the carrying value of the assets, if any, at the date of transfer.
Please also clarify why the estimated reimbursement payments are included in the
total transaction price. In this regard, it appears these reimbursements relate to costs
you have capitalized as satellites and property and equipment that you continue to
control and intend to use in your operations. Tell us how you considered accounting
for the reimbursements as a reduction of the cost of these assets. Please also clarify
why the reimbursements are included in income from operations while the gain on
disposition of ARP rights is non-operating income.
Note 3 - Fresh Start Accounting
(d) Consolidated Balance Sheet, page F-119
17.Your disclosures indicate that your fresh start accounting adjustments resulted in write
downs of goodwill of $1,293 million and intangible assets of $1,245 million. Please
tell us how you considered whether there were any impairment indicators present
during the period you filed for bankruptcy and through the date the bankruptcy court
approved the final plan. Describe the results of any quantitative tests performed and
explain any differences between valuations used for these impairment tests and the
amount determined for your reorganization value.

December 5, 2024
Page 5
Note 4 - Revenue Recognition, page F-126
18.Please clarify whether the services relating to your CA contracts are sold together
with equipment and installation services and how you determined that each of these
represents a distinct good or service. In your response, tell us how you considered all
the factors in ASC 606-10-25-19 through 25-22, including whether you sell these
goods and services separately. Revise your disclosures accordingly.
Note 8 - Goodwill and Intangibles
(b) Other Intangible Assets, page F-144
19.Clarify how your Orbital Slot Rights were impacted by your C-band spectrum
clearing and relocation activities and how you considered whether these activities
resulted in impairment to these assets.
Signatures, page II-5
20.The registration statement must be signed by your principal accounting officer
or controller. Further, any person who occupies more than one of the specified offices,
for example, principal financial officer and principal accounting officer or controller,
must indicate each capacity in which he signs the registration statement. See
Instructions 1 and 2 for signatures on Form F-4, and revise.
            Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters.
Please contact Matthew Crispino at 202-551-3456 or Larry Spirgel at 202-551-3815 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology