Filing Details
- Accession Number:
- 0001193125-20-033234
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-12 16:16:39
- Filed By:
- Cie Management Ii Ltd
- Company:
- Intelsat S.a. (NYSE:INTEQ)
- Filing Date:
- 2020-02-12
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Serafina S.A | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| LMBO EUROPE SAS | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| CIE Management II Limited | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-1 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-3 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-4 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-5 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-6 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-7 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-8 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-9 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-10 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-11 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-1 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-14 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-15 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-16 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-17 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-18 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-19 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-30 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-31 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-3 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-33 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-34 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-35 SC | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-36 SC | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-37 | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-38 SC | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital VIII-39 SC | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital 151 Intelsat Co-Investment | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
| BC European Capital 151 Intelsat Co-Investment | 0 | 48,468,543 | 0 | 48,468,543 | 48,468,543 | 34.4% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Intelsat S.A.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
L5140P 101
(CUSIP Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 2 of 53 |
| 1 | NAME OF REPORTING PERSON
Serafina S.A. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 3 of 53 |
| 1 | NAME OF REPORTING PERSON
LMBO EUROPE SAS | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
France | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 4 of 53 |
| 1 | NAME OF REPORTING PERSON
CIE Management II Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 5 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-1 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 6 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-2 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 7 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-3 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 8 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-4 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 9 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-5 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 10 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-6 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 11 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-7 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 12 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-8 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 13 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-9 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 14 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-10 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 15 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-11 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 16 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-12 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 17 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-14 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 18 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-15 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 19 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-16 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 20 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-17 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 21 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-18 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 22 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-19 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 23 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-20 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 24 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-21 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 25 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-22 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 26 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-23 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 27 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-24 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 28 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-25 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 29 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-26 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 30 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-27 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 31 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-28 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 32 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-29 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 33 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-30 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 34 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-31 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 35 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-32 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 36 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-33 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 37 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-34 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 38 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-35 SC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
France | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 39 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-36 SC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
France | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 40 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-37 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 41 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-38 SC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
France | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 42 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European Capital VIII-39 SC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
France | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 43 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European CapitalIntelsat Co-Investment | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 44 of 53 |
| 1 | NAME OF REPORTING PERSON
BC European CapitalIntelsat Co-Investment 1 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,468,543 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,468,543 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,468,543 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 45 of 53 |
| ITEM 1. | (a) | Name of Issuer: Intelsat S.A. (the Issuer) | ||
| (b) | Address of Issuers Principal Executive Offices: | |||
| 4 rue Albert Borschette Luxembourg Grand-Duchy of Luxembourg L-1246 | ||||
| ITEM 2. | (a) | Name of Person Filing: | ||
| This Schedule 13G is being filed by (i) Serafina S.A., a Luxembourg Société Anonyme; (ii) BC European Capital VIII-1 to 12 (inclusive), BC European Capital VIII-14 to 34 (inclusive), and BC European Capital VIII-37, each a United Kingdom limited partnership (collectively, the CIE Investors); (iii) BC European CapitalIntelsat Co-Investment and BC European CapitalIntelsat Co-Investment 1, each a United Kingdom limited partnership (collectively, the Co-Investment Investors); (iv) BC European Capital VIII-35 SC, BC European Capital VIII-36 SC, BC European Capital VIII-38 SC and BC European Capital VIII-39 SC, each a Société Civile organized under the laws of France (collectively, the LMBO Investors and collectively with the CIE Investors and the Co-Investment Investors, the Investors); (v) LMBO Europe SAS, a Société par actions simplifiée organized under the laws of France (LMBO); and (vi) CIE Management II Limited, a limited corporation organized under the laws of Guernsey, Channel Islands (CIE and, together with the Investors and LMBO, the Reporting Persons).
Each of the Investors is a shareholder of Serafina S.A. CIE is the general partner of each of the CIE Investors and the Co-Investment Investors. LMBO is Gérant as to each of the LMBO Investors. Due to their relationships with each other, each of the Reporting Persons may be deemed to have shared voting and investment power with respect to the Issuers common shares owned by each of the other Reporting Persons and may be deemed to have shared beneficial ownership with respect to any such shares of stock owned by the other Reporting Persons. Each of the Investors, however, disclaim beneficial ownership with respect to any shares of stock owned by the other Reporting Persons. | ||||
| (b) | Address of Principal Business Office, or if None, Residence: | |||
| The principal office and business address of Serafina S.A. is 29, avenue de la Porte Neuve, L-2227 Luxembourg.
The principal office and business address of CIE and the CIE Investors is Heritage Hall, Le Marchant Street, St. Peter Port, Guernsey, GY1 4HY, Channel Islands.
The principal office and business address of LMBO and the LMBO Investors is 58-60 Avenue Kleber, Paris, France 75116. | ||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 46 of 53 |
| (c) | Citizenship: | |||
| See row 4 of the cover pages to this Schedule 13G. | ||||
| (d) | Title of Class of Securities: | |||
| This Schedule 13G relates to the Issuers common shares, nominal value $0.01 per share. | ||||
| (e) | CUSIP Number: | |||
| L5140P 101 | ||||
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: | |||
| Not Applicable. | ||||
| ITEM 4. | OWNERSHIP. | |||
| All ownership percentages assume that there are 141,000,000 common shares outstanding, based on the Issuers Report on Form 6-K filed with the Securities and Exchange Commission on October 29, 2019.
The common shares beneficially owned by each of the Reporting Persons include 48,468,543 common shares held of record by Serafina S.A.
The information set forth in Item 2 above is incorporated by reference for each Reporting Person.
As a result of the Shareholders Agreement described in Item 8 below, each of the Reporting Persons may be deemed to share certain dispositive power over certain common shares of the Issuer owned by the other Shareholders (as defined below).
(a) Amount beneficially owned:
See row 9 of the cover sheet of each Reporting Person.
(b) Percent of class:
See row 11 of the cover sheet of each Reporting Person.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See row 5 of the cover sheet of each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See row 6 of the cover sheet of each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See row 7 of the cover sheet of each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See row 8 of the cover sheet of each Reporting Person. | ||||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 47 of 53 |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. | |
| Not Applicable. | ||
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. | |
| Not Applicable. | ||
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. | |
| Not Applicable. | ||
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. | |
| Not Applicable. | ||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 48 of 53 |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. | |
| Not Applicable. | ||
| ITEM 10. | CERTIFICATIONS. | |
| Not Applicable. | ||
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 49 of 53 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2020
| SERAFINA S.A.: |
| /s/ Christelle Rétif |
| Name: Christelle Rétif |
| Title: Director |
| /s/ Pierre Stemper Name: Pierre Stemper Title: Director
For and on behalf of the Limited Partnerships comprising |
| BC EUROPEAN CAPITAL VIII 1 to 12 and 14 to 34 and 37: |
| /s/ Matthew Elston |
| Name: Matthew Elston |
| Title: Director, CIE Management II Limited, acting as General Partner to BC European Capital VIII 1 to 12 and 14 to 34 and 37 |
| /s/ Mark Rodliffe |
| Name: Mark Rodliffe |
| Title: Director, CIE Management II Limited, acting as General Partner to BC European Capital VIII 1 to 12 and 14 to 34 and 37 |
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 50 of 53 |
| For and on behalf of the Limited Partnerships comprising |
| BC EUROPEAN CAPITAL VIII 35 SC, 36 SC, 38 SC and 39 SC: |
| /s/ Matthew Elston |
| Name: Matthew Elston |
| Title: Director, LMBO Europe SAS, acting as Gérant to BC European Capital VIII 35 SC, 36 SC, 38 SC and 39 SC |
| /s/ Graeme Dell Name: Graeme Dell |
| Title: Director, LMBO Europe SAS, acting as Gérant to BC European Capital VIII 35 SC, 36 SC, 38 SC and 39 SC |
| For and on behalf of |
| BC EUROPEAN CAPITALINTELSAT CO-INVESTMENT: |
| /s/ Matthew Elston Name: Matthew Elston |
| Title: Director, CIE Management II Limited, acting as General Partner to BC European CapitalIntelsat Co-Investment |
| /s/ Mark Rodliffe Name: Mark Rodliffe |
| Title: Director, CIE Management II Limited, acting as General Partner to BC European CapitalIntelsat Co-Investment |
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 51 of 53 |
| For and on behalf of |
| BC EUROPEAN CAPITALINTELSAT CO-INVESTMENT 1: |
| /s/ Matthew Elston Name: Matthew Elston |
| Title: Director, CIE Management II Limited, acting as General Partner to BC European CapitalIntelsat Co-Investment 1 |
| /s/ Mark Rodliffe Name: Mark Rodliffe |
| Title: Director, CIE Management II Limited, acting as General Partner to BC European CapitalIntelsat Co-Investment 1 |
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 52 of 53 |
| CIE MANAGEMENT II LIMITED: |
| /s/ Matthew Elston |
| Name: Matthew Elston |
| Title: Director, CIE Management II Limited |
| /s/ Mark Rodliffe |
| Name: Mark Rodliffe |
| Title: Director, CIE Management II Limited |
| LMBO EUROPE SAS: |
| /s/ Matthew Elston |
| Name: Matthew Elston |
| Title: Director, LMBO Europe SAS |
| /s/ Graeme Dell |
| Name: Graeme Dell |
| Title: Director, LMBO Europe SAS |
SCHEDULE 13G
| CUSIP No. L5140P 101 | Page 53 of 53 |
Exhibit Index
| Exhibit 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 1 of Intelsat S.A.s Schedule 13G filed by the Reporting Persons, File No. 005-87961, filed on February 14, 2014). |