Supplemental Info Exhibit

0049-EX-TU-2017 Text Documents

Thales InFlyt Experience

2017-12-14ELS_202345

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
WI2XUK. 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 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

Document Created: 2017-12-14 15:19:35
Document Modified: 2017-12-14 15:19:35

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