Description of Proposed Transaction

0020-EX-TU-2007 Text Documents

ARINC Incorporated

2007-07-20ELS_82719

Applications for Transfer of Control of ARINC Incorporated to Carlyle Partners IV Telecommunications, L.P. Page 1 of 9 EXHIBIT A DESCRIPTION OF THE PROPOSED TRANSACTION Through a set of applications and filings identified below, ARINC Incorporated (“ARINC”) seeks Federal Communications Commission (“FCC” or the “Commission”) consent to a proposed transaction that will involve the transfer of control of all of the licenses, authorizations and registrations held by ARINC and its subsidiary Aeronautical Radio, Inc., to Carlyle Partners IV Telecommunications, L.P. (“Carlyle Partners IV”). As described in Exhibit B, the proposed transaction will be in the public interest, as it will enhance ARINC’s operations to the benefit of the airline industry and its passengers. Description of the Parties ARINC is a global provider of transportation communications and systems engineering. ARINC develops and operates communications and information processing systems and provides systems engineering to five key industries: airports, aviation, defense, government and surface transportation. ARINC is a Delaware corporation, headquartered in Annapolis, Maryland, with 3,300 employees worldwide. ARINC and its subsidiary, Aeronautical Radio, Inc., hold a variety of FCC licenses and authorizations. ARINC’s principal shareholders, the transferors, are American Airlines, Inc., a Delaware corporation, Continental Airlines, Inc., a Delaware corporation, Delta Air Lines, Inc., a Delaware corporation, Northwest Airlines, Inc., a Delaware corporation, United Air Lines, Inc., a Delaware corporation, and US Airways, Inc., a Delaware

Applications for Transfer of Control of ARINC Incorporated to Carlyle Partners IV Telecommunications, L.P. Page 2 of 9 corporation (collectively, the “Shareholders”). The Shareholders own more than ninety percent (90%) of the issued and outstanding shares of capital stock in ARINC. The transferee, Carlyle Partners IV, is a Delaware limited partnership.1 Carlyle Partners IV is a private equity partnership managed by principals of TC Group L.L.C. d/b/a The Carlyle Group. The Carlyle Group is a global private equity firm with more than $71.5 billion under its management. The Carlyle Group invests in buyouts, venture and growth capital, real estate and leveraged finance in North America, Europe, and Asia, focusing on aerospace and defense, automotive and transportation, consumer and retail, energy and power, healthcare, industrial, infrastructure, technology and business services, and telecommunications and media. The Carlyle Group’s investment philosophy is to leverage its sources of expertise – industry, discipline and geography – to develop strategic partnerships and invest in strong management teams. The sole general partner of Carlyle Partners IV is TC Group IV, L.P. (a Delaware limited partnership). The sole general partner of TC Group IV, L.P. is TC Group IV, L.L.C. (a Delaware limited liability company). The sole member of TC Group IV, L.L.C. is TC Group, L.L.C. (a Delaware limited liability company). The sole managing member of TC Group, L.L.C. is TCG Holdings, L.L.C. (a Delaware limited liability company). The Managing Members of TCG Holdings, L.L.C. are three U.S. citizens: Daniel A. D’Aniello, William E. Conway, Jr., and David M. Rubenstein. 1 Carlyle Partners IV will hold approximately 96% of ARINC. An affiliated private equity fund, CPIV Coinvestment, L.P. , will hold the remaining approximate 4% interest. Members of management of ARINC may acquire a small portion of ARINC equity at or subsequent to the consummation of the instant transaction.

Applications for Transfer of Control of ARINC Incorporated to Carlyle Partners IV Telecommunications, L.P. Page 3 of 9 Description of the Agreement On July 3, 2007, Radio Acquisition Corp., ARINC, and the ARINC Shareholders entered into a Stock Purchase Agreement (“SPA”). Pursuant to the SPA, Radio Acquisition Corp., which will be a wholly-owned subsidiary of Carlyle Partners IV, has agreed to purchase all of the issued and outstanding capital stock of ARINC held by the Shareholders.2 The transaction thus will result in a change of control of all of the Commission licenses and authorizations held by ARINC and its wholly-owned subsidiary, Aeronautical Radio, Inc., as (following such transaction) Carlyle Partners IV will hold more than 90% of the voting securities of ARINC. ARINC, itself and through its subsidiary Aeronautical Radio, Inc., holds a number of licenses, authorizations and registrations, control of which will be transferred to Carlyle Partners IV upon consummation of the transaction. Specifically, these include: (A) A blanket mobile earth station license issued under Part 25 of the FCC’s rules; (B) An International Section 214 authorization issued by the International Bureau; (C) A Domestic Section 214 authorization pursuant to Section 63.01 of the FCC’s rules; 2 To effect this transfer of control to Carlyle Partners IV, Radio Acquisition Corp. will be merged with and into ARINC Incorporated, with ARINC Incorporated being the surviving entity.

Applications for Transfer of Control of ARINC Incorporated to Carlyle Partners IV Telecommunications, L.P. Page 4 of 9 (D) Private-Operational Fixed Point-to-Point Microwave Service Licenses issued under Part 101 of the FCC’s rules; (E) Private Land Mobile Radio Service licenses issued under Part 90 of the FCC’s rules; (F) Experimental Radio Licenses and Experimental Special Temporary Authorizations issued under Part 5 of the FCC’s rules; and (G) Antenna Structure Registrations issued under Part 17 of the FCC’s rules. The parties have prepared and submitted a set of applications and filings as required by the FCC’s rules to seek FCC consent to the proposed transfer of control.3 Attached is a list of the call signs, registration numbers, and file numbers associated with ARINC’s licenses, authorizations and registrations. Procedural Request For Approval Of Additional Authorizations The licenses, authorizations and registrations listed above are intended to be complete and to include all licenses held by the respective licensees that are subject to the transaction. ARINC, however, may have on file or may hereafter file additional requests for licenses, authorizations or registrations, which may be granted or remain pending during the pendency of this application. Accordingly, ARINC, Carlyle Partners IV and 3 Notifications of the change in ownership of the Antenna Structure Registrations will be submitted upon closing, as required by FCC rules.

Applications for Transfer of Control of ARINC Incorporated to Carlyle Partners IV Telecommunications, L.P. Page 5 of 9 the Shareholders request that the FCC authorize Carlyle Partners IV to acquire control of the following upon the grant of this transfer of control application: 1. Any license, authorization or registration issued to ARINC during the Commission’s consideration of the transfer of control application and the period required for consummation of the transaction following approval; 2. Any application that is filed after the date of these transfer applications and that remains pending at the time of consummation or the requested transfer of control.4 Such actions would be consistent with Commission precedent.5 Moreover, the parties request that Commission approval of the transfer applications include any licenses, authorizations or registrations that may have been inadvertently omitted from the instant applications. 4 Upon request, ARINC, or Aeronautical Radio, Inc., will supplement any applications that remain pending upon consummation of the proposed transfer of control to reflect their new ownership. See 47 C.F.R. §1.65. 5 See Application of WorldCom, Inc., and MCI Communications Corp. for Transfer of Control of MCI Communications Corp. to WorldCom, Inc., Memorandum Opinion and Order, 13 FCC Rcd 18,025, 18,153 (¶ 226) (1998); Applications of NYNEX Corp., Transferor, and Bell Atlantic Corp., Transferee, for Consent to Transfer Control of NYNEX Corp. and Its Subsidiaries, Memorandum Opinion and Order, 12 FCC Rcd 19,985, 20,097 (¶ 247) (1997); Applications of Craig O. McCaw and AT&T for Consent to Transfer of Control of McCaw Cellular Communications, Inc. and Its Subsidiaries, Memorandum Opinion & Order, 9 FCC Rcd 5836, 5909, n.300 (1994) (“McCaw/AT&T Order”).

Applications for Transfer of Control of ARINC Incorporated to Carlyle Partners IV Telecommunications, L.P. Page 6 of 9 ARINC LICENSES, AUTHORIZATIONS AND REGISTRATIONS Earth Station License (Part 25) E030205 International Section 214 Authorization ITC-214-19991105-00700 Domestic Section 214 Authorization No File Number Private-Operational Fixed Point-to-Point Microwave Service Licenses (Part 101) KUT60 WPVQ648 WQEQ652 KUT61 WPVQ649 KUT62 WQEQ510 KUT64 WQEQ511 Experimental Radio Licenses and Special Temporary Authorizations (Part 5) WC2XOC WC9XJL WD2XXX WC2XPE WC9XUH WE2XDZ Antenna Structure Registrations (Part 17) 1007030 1017373 1209304 1017369 1017374 1210772 1017370 1017375 1017371 1209282 Private Land Mobile Radio Service Licenses (Part 90) KA96854 KLH562 KNDH649 KNET288 KA96879 KMF493 KNDL839 KNGR911 KB75249 KNAN219 KNEC245 KNIV727 KB82904 KNDB879 KNEH682 KQ2862 KB93719 KNDH625 KNEH694 KQY467 KJH440 KNDH641 KNEM214 KUG306

Applications for Transfer of Control of ARINC Incorporated to Carlyle Partners IV Telecommunications, L.P. Page 7 of 9 KUP557 WPVY595 WQBE373 WQBE469 KWC807 WPVY653 WQBE374 WQBE470 WNBP685 WPVY658 WQBE375 WQBE471 WNBQ665 WPWA372 WQBE376 WQBE474 WNCE570 WPWB447 WQBE377 WQBE476 WNDH841 WPWD500 WQBE378 WQBE477 WNFF391 WPWD997 WQBE379 WQBE478 WNGA802 WPWG470 WQBE380 WQBE479 WNJF509 WPWJ273 WQBE381 WQBE480 WNJF511 WPWK667 WQBE421 WQBE481 WNJF512 WPWL474 WQBE422 WQBE482 WNJF513 WPWL476 WQBE424 WQBE483 WNJF514 WPWL477 WQBE426 WQBE484 WNMO866 WPWL762 WQBE429 WQBE485 WNPK741 WPWM330 WQBE431 WQBE486 WNVD321 WPXC586 WQBE436 WQBE487 WNXJ320 WPXE492 WQBE438 WQBE489 WNXR417 WPZZ379 WQBE440 WQBE490 WNZF413 WQBE344 WQBE441 WQBE491 WNZJ417 WQBE345 WQBE442 WQBE493 WPAQ818 WQBE346 WQBE443 WQBE494 WPBN457 WQBE347 WQBE444 WQBE495 WPDE935 WQBE348 WQBE445 WQBE496 WPDU541 WQBE349 WQBE446 WQBE497 WPHU408 WQBE350 WQBE448 WQBE498 WPIH723 WQBE351 WQBE449 WQBE499 WPIX400 WQBE353 WQBE450 WQBE500 WPKE256 WQBE355 WQBE451 WQBE501 WPME562 WQBE356 WQBE452 WQBE502 WPMS404 WQBE357 WQBE454 WQBE503 WPNR633 WQBE358 WQBE455 WQBE505 WPPB435 WQBE359 WQBE456 WQBE508 WPSK852 WQBE360 WQBE457 WQBE509 WPUX947 WQBE361 WQBE458 WQBE512 WPUX949 WQBE363 WQBE459 WQBE514 WPUY393 WQBE364 WQBE461 WQBE516 WPUY406 WQBE365 WQBE462 WQBE520 WPUY407 WQBE367 WQBE463 WQBE521 WPUY716 WQBE368 WQBE464 WQBE523 WPVA711 WQBE369 WQBE465 WQBE528 WPVL610 WQBE370 WQBE466 WQBE535 WPVR315 WQBE371 WQBE467 WQBE536 WPVY505 WQBE372 WQBE468 WQBE537

Applications for Transfer of Control of ARINC Incorporated to Carlyle Partners IV Telecommunications, L.P. Page 8 of 9 WQBE538 WQBE740 WQBE818 WQEB785 WQBE539 WQBE741 WQBE819 WQEB790 WQBE542 WQBE743 WQBE825 WQED512 WQBE545 WQBE745 WQBE827 WQED513 WQBE549 WQBE746 WQBE832 WQED514 WQBE550 WQBE748 WQBE833 WQED515 WQBE551 WQBE750 WQBE834 WQED516 WQBE552 WQBE751 WQBE835 WQED755 WQBE553 WQBE753 WQBE836 WQED954 WQBE554 WQBE756 WQBE838 WQEE219 WQBE557 WQBE758 WQBE842 WQEE235 WQBE558 WQBE760 WQBE843 WQEE247 WQBE560 WQBE761 WQBE846 WQEE250 WQBE561 WQBE762 WQBE849 WQEE268 WQBE562 WQBE763 WQBE855 WQEE269 WQBE564 WQBE765 WQBE856 WQEE465 WQBE565 WQBE766 WQBE857 WQEE497 WQBE567 WQBE768 WQBE858 WQEE500 WQBE568 WQBE769 WQBE859 WQEE643 WQBE569 WQBE770 WQBE861 WQEE647 WQBE571 WQBE771 WQBE869 WQEE909 WQBE575 WQBE772 WQBE870 WQEE999 WQBE576 WQBE774 WQBE871 WQEF200 WQBE577 WQBE775 WQBE949 WQEF201 WQBE578 WQBE776 WQBE951 WQEF220 WQBE581 WQBE778 WQBE955 WQEF261 WQBE582 WQBE779 WQBE956 WQEF264 WQBE583 WQBE780 WQBE958 WQEF265 WQBE585 WQBE781 WQBE961 WQEF269 WQBE586 WQBE782 WQBH327 WQEF301 WQBE587 WQBE783 WQBH492 WQEF303 WQBE594 WQBE791 WQBH513 WQEF351 WQBE595 WQBE793 WQBH721 WQEF373 WQBE596 WQBE794 WQBH764 WQEF375 WQBE597 WQBE795 WQBJ320 WQEF459 WQBE598 WQBE804 WQBJ321 WQEF461 WQBE599 WQBE806 WQBJ324 WQEF463 WQBE733 WQBE808 WQBJ325 WQEF491 WQBE734 WQBE811 WQBK673 WQEF496 WQBE735 WQBE813 WQBL560 WQEF498 WQBE736 WQBE814 WQBQ680 WQEF552 WQBE737 WQBE816 WQEA793 WQEF553 WQBE738 WQBE817 WQEA905 WQEF563

Applications for Transfer of Control of ARINC Incorporated to Carlyle Partners IV Telecommunications, L.P. Page 9 of 9 WQEF564 WQEF720 WQEF738 WQEJ510 WQEF575 WQEF721 WQEF759 WQEJ593 WQEF595 WQEF722 WQEF761 WQEM920 WQEF600 WQEF723 WQEG232 WQEN341 WQEF602 WQEF724 WQEG402 WQGF828 WQEF714 WQEF725 WQEG620 WQGJ533 WQEF716 WQEF726 WQEH211 WYF781 WQEF717 WQEF727 WQEH529


Document Created: 2007-07-20 12:26:09
Document Modified: 2007-07-20 12:26:09
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC