Description of License Assignment

0002-EX-AU-2016 Text Documents

PAUL A. GIEROW

2016-02-03ELS_172373

                                      DESCRIPTION OF TRANSACTION

        The instant assignment of license application requests the Commission's consent to the
assignment of the subject licenses from Paul A. Gierow ("Assignor") to GATR Technologies
("Assignee"), which, following Commission action on the proposed assignment of license, would
be a wholly owned subsidiary of Cubic Corporation ("Cubic"). As explained to the Commission
under earlier assignment of license applications (FCC File Numbers 0001-EX-AL-2016 [lead],
0001-EX-AU-2016, and 0002-EX-AU-2016), the Assignee (as then owned by Assignor and
others) initially assigned its FCC licenses, and associated assets, to its majority shareholder, Paul
A. Gierow under pro forma assignment of license applications in order to accommodate timing
issues associated with the sale of Assignee to Cubic. The instant application proposes to
complete that transaction by assigning the FCC licenses from Mr. Gierow to Assignee (as would
be wholly owned and controlled by Cubic).

       Following Commission action on the proposed assignment of license, at the time of the
consummation of the instant assignment of license, Assignee would be a wholly owned
subsidiary of Cubic. The following ownership information is provided for Cubic.

       Cubic is a United States, publicly traded corporation and the parent of a number of
subsidiaries, including Assignee. An organizational chart showing the relationship of Assignee
to Cubic is attached to this statement. There are no holders of 10% or more of Cubic stock. The
following lists the 5% or greater voting shareholders, officers and directors of Cubic.

                                           Cubic Corporation
        Name of                                                                          Shares     Percent
        Beneficial                                                                     beneficially Owned
        Owner                                                                            owned       (%)
        5% Shareholders
         Wellington Management Co. LLP .................................                 2,009,052      7.5
         BlackRock, Inc. .............................................................   1,935,761      7.2
         The Vanguard Group .....................................................        1,563,350      5.8


        Directors and Executive Officers
         Walter C. Zable...............................................................     1,984,370   7.36
         Bruce G. Blakley ............................................................         10,226      *
         Bradley H. Feldmann ......................................................            10,773      *
         Edwin A. Guiles .............................................................         10,226      *
         Janice M. Hamby ............................................................               0      0
         Steven J. Norris...............................................................        1,262      *
         David R. Schmitz ............................................................          2,294      *
         Stephen O. Shewmaker...................................................               14,896      *
         Robert S. Sullivan ...........................................................        10,226      *
         John D. Thomas ..............................................................         15,747      *
         William J. Toti ................................................................         958      *
         John H. Warner, Jr. .........................................................         10,226      *


          All directors and executive officers as a group (15
           persons) .......................................................................   2,080,354   7.72

        To the best of its knowledge, all of Cubic’s 5% or greater shareholders are United States
citizens. However, the three institutional shareholders listed above are, themselves, public
companies, and therefore, Cubic cannot – without considerable time and expense -- provide a
precise statement of citizenship for all of their owners. Similarly, Cubic cannot offer a complete
statement of the citizenship of all of its less than 5% shareholders because it is a publicly traded
company. With only one exception, all of the executive officers and directors of Cubic are
United States citizens, including Walter C. Zable, who is a 7.36% shareholder of Cubic. Steven
J. Norris is a citizen of the United Kingdom and is the only member of the directors and
executive officers of Cubic who is not a United States citizen. In this regard, the applicants note
that because the subject licenses are neither common carrier nor broadcast in nature, the foreign
ownership provisions of Section 310 are not applicable.

The primary business address of Cubic is:

Cubic Corporation
9333 Balboa Avenue
San Diego, CA 92123

The executive officers and directors of Cubic may be contacted through this address.

Public Interest Considerations. Cubic Corporation operates a globally diversified mix of
industry leading businesses in transportation and defense markets. Cubic is built upon a systems
and services business model which has fostered and balanced its financial performance over
many years. As shown on the following organizational chart, Cubic is the parent company of
three reporting segments including Cubic Transportation Systems (CTS), Cubic Global Defense
(CGD) Systems, and Cubic Global Defense (CGD) Services. The addition to the Cubic portfolio
of the FCC licenses to its new GATR Technologies subsidiary, previously held by the former
individual majority shareholders of GATR technologies, will enable Cubic to better serve its
commercial and government customers by the provision of more economical and efficient
internal telecommunications services. Furthermore, there are no public detriments to the
proposed assignment. Accordingly, grant of the instant assignment application is in the public
interest.


                    Cubic Structure Before Acquisition of Assignee




                                   Cubic Corporation



                                                  Cubic
                           Cubic Global
                                              Transportation
                             Defense
                                                 Systems



          CDG Services          CDG Systems




                    Cubic Structure After Acquisition of Assignee




                                   Cubic Corporation



                                        Cubic
                 Cubic Global                               GATR
                                    Transportation
                   Defense                               Technologies
                                       Systems



CDG Services         CDG Systems



Document Created: 2016-02-03 10:29:52
Document Modified: 2016-02-03 10:29:52

© 2025 FCC.report
This site is not affiliated with or endorsed by the FCC