Supplemental Info Exhibit

0050-EX-TU-2017 Text Documents

THALES InFlyt Experience

2017-12-14ELS_202343

                                                                                December 14, 2017




                     DESCRIPTION OF PRO FORMA TRANSACTION
                          AND RELATED FCC APPROVALS


        Pursuant to Section 5.79(a) of the FCC’s rules, 47 C.F.R. § 5.79(a), this application
requests FCC approval of the pro forma transfer of control of Thales Avionics, Inc., d/b/a Thales
InFlyt Experience (“Thales InFlyt Experience”), which holds an experimental license, call sign
WI2XCN. Currently, Thales InFlyt Experience is directly and wholly owned and controlled by
Thales Holding Corporation, which in turn is directly and wholly owned and controlled by
Thales USA, Inc. (“Thales USA”). Thales USA is directly and wholly owned and controlled by
Thales S.A., a Société Anonyme organized under the laws of France that is publicly traded on
the Euronext exchange. As the result of an internal restructuring, Thales Holding Corporation
will dividend to Thales USA all of its interest in Thales InFlyt Experience, and Thales USA will
become the direct 100 percent owner of Thales InFlyt Experience. Thus, the only change in the
ownership or control of Thales InFlyt Experience will be the removal of its current direct owner.
The removal of a holding company from the ownership chain of a licensee with no other change
in the ownership or control of licensee is a “corporate reorganization which involves no
substantial change in the beneficial ownership of the” licensee.1

        This pro forma transaction also involves one satellite earth station authorization, call sign
E170068, held by Thales Avionics, Inc., and one private wireless license, call sign WNZU403,
held by Thales Communications, Inc., also a subsidiary of Thales USA. An application to
transfer control of call sign E170068 (IBFS File No. SES-T/C-20171211-01326) was filed on
December 11, 2017 and was deemed granted pursuant to Section 25.119(i) of the FCC’s rules, 47
C.F.R. § 25.119(i) on December 12, 2017. An application to transfer control of call sign
WNZU403 (ULS File No. 0008023430) was filed on December 11, 2017 and was consented to
on December 14, 2017.

         Grant of the instant application is in the public interest because it will enable Thales USA
to efficiently restructure its ownership of its subsidiaries that hold FCC licenses and
authorizations.




1
  See Federal Communications Bar Association’s Petition for Forbearance From Section 310(d)
of the Communications Act Regarding Non-Substantial Assignment of Wireless Licenses and
Transfers of Control Involving Telecommunications Carriers, Memorandum Opinion and Order,
13 FCC Rcd. 6293 ¶ 8 (1998) (“common categories of transaction that are considered non-
substantial and therefore are eligible for pro forma treatment [include] . . . corporate
reorganization which involves no substantial change in the beneficial ownership of the
corporation.”).


ULS Application - 0008023430 - Thales USA, Inc.                                                          Page 1 of 3



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 ULS Application
 0008023430 - Thales USA, Inc.
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     File Number        0008023430                             Application        C - Consented To
                                                               Status



     General Information
     Application        TC - Transfer of Control
     Purpose
     Receipt Date       12/11/2017
     Entered Date       12/11/2017                             Action Date        12/14/2017
     Waiver             No                                     Number of
                                                               Rules
     Attachments        Yes
     Application Fee    No                                     Waiver/Deferral No
     Exempt                                                    Fee



     Licensee Information
     FRN               0007329378                             Type             Corporation
                       (View Ownership Filing)
     Name              Thales Communications, Inc.                             P:(240)864-7977
                       ATTN Scott Peters                                       E:Scott.Peters@thalesdsi.com
                       22605 Gateway Center Dr.
                       Clarksburg, MD 20871


     Race                                                     Gender
     Ethnicity



     Licensee Contact Information
     Name              Thales Communications, Inc.                             P:(240)864-7977
                       ATTN Scott Peters                                       E:Scott.Peters@thalesdsi.com
                       22605 Gateway Center Dr.
                       Clarksburg, MD 20871



     Transferor Information
     FRN               0021083316                             Type             Corporation
                       (View Ownership Filing)




http://wireless2.fcc.gov/UlsApp/ApplicationSearch/applMain.jsp?applID=10649836                           12/14/2017


ULS Application - 0008023430 - Thales USA, Inc.                                                          Page 2 of 3



    Name              Thales USA, Inc.                                          P:(703)519-6311
                      ATTN Alex Woods                                           E:alex.woods@us.thalesgroup.com
                      2733 South Crystal Drive, Suite
                      1200
                      Arlington, VA 22202

    Race                                                    Gender
    Ethnicity



    Transferor Contact Information
    Name              Willkie Farr & Gallagher LLP                              P:(202)303-1197
                      Mia G Hayes                                               E:mhayes@willkie.com
                      1875 K Street NW
                      Washington, DC 20006



    Transferee Information
    FRN               0021083316                            Type                Corporation
                      (View Ownership)
    Name              Thales USA, Inc.                                          P:(703)519-6311
                      ATTN Alex Woods                                           E:alex.woods@us.thalesgroup.com
                      2733 South Crystal Drive, Suite
                      1200
                      Alexandria, VA 22202

    Real Party In     Thales USA, Inc.                      FRN of Real         0021083316
    Interest                                                Party in
                                                            Interest
    Race                                                    Gender
    Ethnicity



    Transferee Contact Information
    Name              Willkie Farr & Gallagher LLP                              P:(202)303-1197
                      Mia G Hayes                                               E:mhayes@willkie.com
                      1875 K Street NW
                      Washington, DC 20006



    Transferee Qualifications and Ownership Information
    Alien Ownership
    Is the Post-Transfer Licensee a foreign government or the representative       No
    of any foreign government?
    Is the Post-Transfer Licensee an alien or the representative of an alien?
    Is the Post-Transfer Licensee a corporation organized under the laws of
    any foreign government?
    Is the Post-Transfer Licensee a corporation of which more than one-fifth
    of the capital stock is owned of record or voted by aliens or their
    representatives or by a foreign government or representative thereof or
    by any corporation organized under the laws of a foreign country?
    Is the Post-Transfer Licensee directly or indirectly controlled by any other
    corporation of which more than one-fourth of the capital stock is owned
    of record or voted by aliens, their representatives, or by a foreign




http://wireless2.fcc.gov/UlsApp/ApplicationSearch/applMain.jsp?applID=10649836                           12/14/2017


ULS Application - 0008023430 - Thales USA, Inc.                                                            Page 3 of 3



     government or representative thereof, or by any corporation organized
     under the laws of a foreign country?
     The Alien Ruling question is not answered.

     Basic Qualifications
     The Applicant answered "No" to each of the Basic Qualification questions.



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http://wireless2.fcc.gov/UlsApp/ApplicationSearch/applMain.jsp?applID=10649836                             12/14/2017



Document Created: 2017-12-14 15:21:02
Document Modified: 2017-12-14 15:21:02

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