Description of Transaction

0008-EX-TU-2008 Text Documents

ARINC INCORPORATED

2008-05-07ELS_90068

DESCRIPTION OF TRANSACTION ARINC Incorporated (“ARINC”) seeks Federal Communications Commission (“FCC” or “Commission”) consent to a pro forma indirect transfer of control of all of the licenses, authorizations, and registrations held by ARINC and its subsidiary Aeronautical Radio, Inc. On February 13, 2008, TC Group IV, L.L.C., a Delaware limited liability company holding indirectly 100% of ARINC, was replaced with TC Group IV Managing GP, L.L.C., also a Delaware limited liability company. This transaction was carried out as part of a general corporate restructuring, with no new foreign investment. This transaction constitutes a non- substantial (pro forma) transfer of control because it did not change the ultimate ownership and control of the ARINC licenses previously approved by the FCC.1 As described in detail in the recently approved applications for the underlying transfer of control of ARINC to Carlyle Partners IV, the public interest benefits arising from Carlyle Partners IV’s investment in ARINC are well established.2 This pro forma reorganization further enhances the flexibility of ARINC's capital structure without any adverse effects on competition. ARINC respectfully requests a waiver of §5.79 of the Commission’s Rules, which requires an application to be filed prior to the pro forma transfer of control. ARINC regrets this oversight and has taken measures to ensure future compliance. 1 See Aeronautical Radio, Inc. Application to Transfer Control of Wireless Licenses to Carlyle Partners IV, ULS File No. 0003102589, Consented to Sept. 18, 2007, available at http://wireless2.fcc.gov/UlsApp/ApplicationSearch/applMain.jsp?applID=4062750 (hereinafter Aeronautical Radio Transfer of ; ARINC Application to Transfer Control of Wireless Licenses to Carlyle Partners IV, ULS File No. 0003102492, Consented to Sept. 18, 2007, available at http://wireless2.fcc.gov/UlsApp/ApplicationSearch/applMain.jsp?applID=4062623. 2 See id. As permitted by 47 C.F.R. § 1.923(b), these exhibits are incorporated herein by reference.

Attachment 1 Daniel A. D’Aniello ARINC Control Structure William E. Conway, Jr. and Before Pro Forma David M. Rubenstein Transfer of Control managing members TCG Holdings, L.L.C. managing member TC Group, L.L.C. managing member Entity that changes in the TC Group IV, pro forma transfer of L.L.C. control general partner TC Group IV, L.P. Carlyle CP IV Coinvestors Fund Investors general partner general partner Carlyle Partners IV CP IV Coinvestment, Telecommunications, L.P. L.P. ~4% shareholder ~96% shareholder Radio Holdings, Inc. 100% shareholder ARINC Incorporated 100% shareholder Aeronautical Radio, Inc. Note: All entities formed in Delaware.

Attachment 2 Daniel A. D’Aniello ARINC Control Structure William E. Conway, Jr. and After Pro Forma David M. Rubenstein Transfer of Control managing members TCG Holdings, L.L.C. managing member TC Group, L.L.C. managing member TC Group IV Managing GP, Entity that changes in L.L.C. the pro forma transfer of control. general partner TC Group IV, L.P. Carlyle Coinvestors CP IV Fund Investors general partner general partner Carlyle Partners IV CP IV Coinvestment, Telecommunications, L.P. L.P. ~4% shareholder ~96% shareholder Radio Holdings, Inc. 100% shareholder ARINC Incorporated 100% shareholder Aeronautical Radio, Inc. Note: All entities formed in Delaware.


Document Created: 2008-05-07 18:11:50
Document Modified: 2008-05-07 18:11:50
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