Attachment Assignment Applicati

This document pretains to ITC-ASG-20130815-00212 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2013081500212_1008086

   BI NG HAM

                                    Catherine Wang
                                    Denise Wood
                                    Catherine.wang@bingham.com
                                    Denise.wood@bingham.com



                                    August 14, 2013

                                    Via Electronic Filing

                                    Marlene H. Dortch, Secretary
                                    Federal Communications Commission
                                    International Bureau Applications
                                    P.O. Box 979093
                                    St, Louis, MO 63197—9700

                                    Re:       In the Matter of the Joint Application ofRigNet Satcom, Inc. ("Assignee") and
                                              Stratos Offshore Services Operating Company ("Assignor‘") for Grant of
                                              Authority Pursuant to Section 214 of the Communications Act of 1934, as
                                              amended, and Sections 63.04 and 63.24 ofthe Commission‘s Rules to Complete
                                              the Assignment ofAssets, Customers and Section 214 Licensee

                                    Dear Ms. Dortch:

                                    On behalf of RigNet Satcom, Inc. ("RigNet") and Stratos Offshore Services Operating
                                    Company ("Stratos"), enclosed is an application for authority to complete the assignment
                                    of assets, customers and Section 214 authority from Stratos to RigNet.

                                    Pursuant to Section 63.04(b) of the Commission‘s rules, Applicants submit this filing as a
                                    combined domestic section 214 application and international section 214 application
                                    ("Combined Application"). Applicants are simultaneously submitting for filing the
                                    Combined Application with the Wireline Competition Bureau, in accordance with the
                                    Commission‘s rules.
                      Beijing
                      Boston
                  Frankfurt         This filing and the applicable credit card payments in the amount of $1,050.00 which
                  Hartford          satisfy the filing fees required for the applications under line 2.b of Section 1.1105 of the
                 Rong Kong          Commission‘s rules, are being submitted electronically through the MyIBFS.
                    London
          Los Angeles
                                    Please direct any questions regarding this filing to the undersigned.
                  New York
       Orange County
        San Francisco
                                    Respectfully submitted,
         Santa Monica
         Silicon Valley
                       Tokyo
          \ WE   51
                                    Catherine Wang
                                    Denise Wood

Bingham McCutchen LLP               Counsel for RigNet Satcom, Inc.
      2020 K Street NW
       Washington, DC
           20006—1806


     [ +1,.202.373.6000
      +1,202.373.6001
          bingham.com           |


                                    A/75672637.1


                                      Before the
                        FEDERAL COMMUNICATIONS COMMISSION
                                 Washington, DC 20554


                                                    )
In the Matter of the Joint Application of           )
                                                    )
Stratos Offshore Services Company,                  )      File No. ITC-ASG-2013 - - - -
       Assignor,                                    )
                                                    )
and                                                 )      WC Docket No. 13-_ _ _ __
                                                    )
RigNet SatCom, Inc.,                                )
      Assignee                                      )
                                                    )
For Grant of Authority Pursuant to                  )
Section 214 of the Communications Act of 1934,      )
as amended, and Sections 63.04 and 63.24 ofthe      )
Commission's Rules to Complete an                   )
Assignment of Licenses and Purchase of Assets       )
of an Authorized Domestic and International         )
Section 214 Carrier                                 )


                                     JOINT APPLICATION

I.         INTRODUCTION

           A.    Summary of Request

           Stratos Offshore Services Company ("Stratos" or "Assignor") and RigNet SatCom, Inc.

("RigNet" or "Assignee") (collectively, the "Applicants"), pursuant to Section 214 of the

Communications Act, as amended, 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the

Commission's Rules, 47 C.F.R. §§ 63.04, 63.24, respectfully request Commission approval for

Section 214 authority in a transaction whereby RigNet will acquire from Stratos certain assets,

including certain licenses, related network facilities, and customer accounts in the oil and gas

industry associated with Stratos' retail energy business. As described below, RigNet is well-

qualified to hold Section 214 authorizations and own and operate the licensed operations.


A/75651115 .12


Further, the proposed transaction will be virtually transparent to assigned customers with respect

to the services that they receive.

          B.      Request for Streamlined Processing

          Applicants respectfully submit that this Application is eligible for streamlined processing

pursuant to Sections 63.03 and 63.12 of the Commission‘s Rules, 47 C.F.R. §§ 63.03 & 63.12.

With respect to domestic authority, this Application is eligible for streamlined processing

pursuant to Section 63.03(b)(2)(i) because, immediately following the transactions, (1)

Applicants and their affiliates, as defined in Section 3(1) of the Communications Act

("Affiliates"), combined will hold less than a ten percent (10%) share of the interstate,

interexchange market; (2) to the extent that Applicants and their Affiliates provide local

exchange service, such services will be provided only in areas also served by a dominant local

exchange carrier not party to the proposed transactions; and (3) none of the Applicants or their

Affiliates is dominant with respect to any service.

          This Application is eligible for streamlined processing pursuant to Section 63.12 of the

Commission‘s Rules, 47 C.F.R. § 63.12, because, as further described in Section IV below, none of

the exclusionary criteria set forth in Section 63.12(c) applies.          While RigNet is currently affiliated

with sister companies holding licenses in certain specialized services in Brazil, Qatar, Malaysia, and

Oman, and Stratos is affiliated with certain providers of specialized services in Canada, Great

Britain, and Russia, among other countries,‘ this Application qualifies for streamlined processing.

This is because, following completion of the proposed transaction: (1) RigNet, will qualify for a

presumption of non—dominance under 47 C.F.R. § 63.10(a)(3) because its post—transaction foreign


I     See, e.g., In the Matter ofRobert M. Franklin, Transferor, Inmarsat, pic, Transferee, Consolidated Application
     \for Consent to Transfer ofControl ofStratos Global Corporation and its Subsidiariesfrom an Irrevocable
      Trust to Inmarsat, plc, Memorandum Opinion and Order and Declaratory Ruling, 24 FCC Red 449, 481, 75
      (2009).




A/TS651115.12


carrier affiliates have less than a 50% share of the local access and international transport markets in

the relevant markets, see 47 C.F.R. § 63.12(c)(l)(ii); and (2) RigNet will not be affiliated with any

dominant U.S. carrier whose international switched or private lines services it seeks to resell, see 47

C.F.R. § 63.12(c)(2).

           In support of this Application, Applicants provide the following information:

II.        DESCRIPTION OF THE APPLICANTS

           A.     Stratos Offshore Services Company (Assignor)

           Stratos Offshore Services Company is a Delaware corporation and wholly owned direct

subsidiary of Stratos Holdings, Inc. ("Stratos Holdings"), a Delaware corporation headquartered

at 1101 Connecticut Avenue, NW, Suite 1200, Washington, DC 20036. Stratos Holdings is held

by Inmarsat US Investments Limited, a Delaware company ( 100% of the preferred shares), its

parent Inmarsat US Services LLC, a Delaware company (20% of the common shares), and its

parent Inmarsat Group Holdings Inc., a Delaware corporation (80% of the common shares).

Inmarsat Group Holdings Inc. is a wholly owned subsidiary of Inmarsat Solutions Ltd, a U.K.

company, which is a wholly owned subsidiary oflnmarsat Finance III Limited, a U.K. company,

("Finance III"). In turn, Finance III is a wholly owned subsidiary oflnmarsat Ventures Ltd, a

U.K. company, a wholly owned subsidiary oflnmarsat Investments Ltd, a U.K. company, which

is a wholly owned subsidiary oflnmarsat Group Ltd, a U.K. company, which is a wholly owned

subsidiary of Inmarsat Holdings Ltd, a U.K. company, which is a wholly owned subsidiary of

Inmarsat pic ("Inmarsat"), a U.K. company. A chart depicting the ownership chain of Assignor

is attached hereto as Exhibit A.

           Inmarsat,   through   its   subsidiaries,   is   a   provider of global   mobile    satellite

communications. Inmarsat and its subsidiaries provide mobile satellite service, fixed satellite


                                                       3

A/75651115. 12


service and terrestrial communications solutions to customers worldwide.               In the energy

broadband market, Stratos provides very small aperture terminal ("VSAT") services utilizing

VSA T terminals and hubs located in the United States, Russia and the United Kingdom, among

other countries. In addition, Stratos operates a terrestrial microwave network in the U.S. Gulf of

Mexico, over which it serves primarily the offshore rigs and platforms of oil and gas companies.

Stratos also provides competitive local exchange, competitive access and interexchange

telecommunications services in Louisiana and Texas, primarily to its oil and gas industry

customers. Stratos provides VSAT SCADA services in all states except Hawaii.

           B.     RigNet SatCom, Inc. ("Assignee")

           RigNet SatCom, Inc. is Delaware corporation, headquartered at 1880 S. Dairy Ashford,

Suite 300 Houston, TX 77077. RigNet is a global provider of managed remote communications,

systems integration and collaborative applications dedicated to the oil and gas industry, focusing

on offshore and onshore drilling rigs, offshore production facilities and energy maritime. RigNet

provides specialized solutions ranging from fully managed voice and data networks to more

advanced applications that include video conferencing and real-time data services. RigNet's

secure communications and private extranet allow its customers to manage information flows

and execute mission-critical operations primarily in remote areas, including offshore and land-

based drilling rigs, offshore and onshore production facilities, energy maritime vessels and

regional support offices, where conventional telecommunications infrastructure is either

unavailable or unreliable. A chart depicting the ownership chain of Assignee is attached hereto

as Exhibit B.

           RigNet is authorized by the Commission to provide, on a private carrier basis, digital data

services to oil and gas-related facilities located in isolated areas underserved by terrestrial


                                                    4

A/75651115. 12


infrastructure pursuant to Ku-band and VSAT licenses granted in file numbers SES-LIC-

20060815-01373 and SES-LIC-20070608-00779.

ill.       DESCRIPTION OF THE TRANSACTION

           Pursuant to an Asset Purchase Agreement ("Agreement"), dated August 1, 2013,

Applicants propose to complete a transaction whereby RigNet will acquire the portion of Stratos'

operations focused on providing retail broadband communications services to the energy sector.

The asset sale entails a purchase of the Inmarsat/Stratos business operating pursuant to certain

Section 214 authorizations, wireless and earth station licenses, related network facilities and

certain customer accounts. 2             (In a related service agreement, RigNet will become a key

distribution partner to Inmarsat offering Global Xpress, a new generation, high throughput

satellite communications service, and L-Band services worldwide.) RigNet will offer common

carrier international services pursuant to international Section 214 authorizations for facilities-

based and global resale services granted under ITC-214-19980914-00636 and ITC-214-

19991220-00815 that it is acquiring from Stratos. 3 RigNet will also provide domestic interstate

services to acquired customers pursuant to blanket Section 214 authority. Customers will

continue to receive service from RigNet under the comparable rates, terms and conditions of

services immediately following the proposed transaction as they do today. Any future changes

in the rates, terms and conditions of service for customers will be undertaken pursuant to

applicable federal and state notice and tariff requirements.




2      Applicants will file applications for assignment of earth station licenses and wireless radio services licenses
       and leases.

3      To the extent that Stratos will continue to offer international services to other customers, it will operate under
       the multiple Section 214 authorizations held in the name of its 100 percent parent Stratos Holdings, Inc.

                                                             5

A/75651 Jl5.12


IV.        PUBLIC INTEREST STATEMENT

           The proposed transaction will enhance the strategic positioning of both companies as they

continue to serve the communications needs of the global energy sector. The transaction will

add to RigNet's technology solutions, customer base and geographic footprint thereby giving

RigNet broader and deeper capabilities to serve the oil and gas industry through all phases from

drilling through production. Customers will benefit from RigNet's expanded services portfolio,

new capabilities from additional VSAT facilities and acquired microwave and WiMAX networks

in the U.S . Gulf of Mexico, and an expansion of highly skilled staff currently supporting the

business. RigNet's extensive product and services portfolio tailored for the oil and gas industry,

coupled with the unprecedented connectivity capabilities of Inmarsat's Global Xpress network,

will make possible an unprecedented advance in managed remote communications services that

are available to enterprise customers in the oil and gas industry.

           The proposed transaction will serve the public interest by enabling the Applicants to

provide an expanded array of advanced services to meet the growing communications services

demand of an important worldwide industry sector. In addition, the transaction will not disrupt

service and customers will enjoy continuity of high-quality international and interstate

telecommunications service. The rates, terms and conditions of service will not change as a

result of the assignment, and the proposed transaction will be virtually transparent to customers

in terms of the services they receive.

           In accordance with the Commission's Rules, customers will be notified of the transaction

and the change in their telecommunications provider. Prior to consummation of the transaction,

RigNet will separately file a certification that it is complying with the Commission's procedures




                                                   6

A/75651115. 12


set forth in Section 64.1120(e) of the Commission's Rules regarding the acquisition of

customers. A sample customer notification letter is attached as Exhibit C.

V.         INFORMATION REQUIRED BY SECTION 63.24(e)

           Pursuant to Section 63.24(e)(3) of the Commission's Rules, the Applicants submit the

following information requested in Section 63.18 (a)-(d) and (h)-(p) in support of this

Application:

           63.18 (a)      Name, address and telephone number of each Applicant:

                  Assignor:
                       Stratos Offshore Services Company                     FRN:0002147353
                       11 0 1 Connecticut Avenue, NW
                       Suite 1200
                       Washington, DC 20036
                       (202) 248-5150      (Tel)

                  Assignee:
                       RigNet SatCom, Inc.                                   FRN:0015217680
                       1880 S. Dairy Ashford, Suite 300
                       Houston, TX 77077
                       (281) 674-0100 (Tel)

          63.18 (b)       Jurisdiction of Organizations:

                  Assignor:      Stratos is a corporation formed under the laws of the State of
                                 Delaware.

                  Assignee:      RigNet is a corporation formed under the laws of the State of
                                 Delaware.




                                                   7

A/75651115.12


           63.18 (c)      Correspondence concerning this Application should be sent to:

           For RigNet:                                      With a copy to:
               Catherine Wang                                    Bob Ward
               Denise Wood                                       RigNet, Inc.
               Bingham McCutchen LLP                             1880 S. Dairy Ashford, Suite 300
               2020 K St. NW, 11th Fl.                           Houston, Texas 77077
               Washington, DC 20006                              281-674-0775 (Tel)
               202-373-6000 (Tel)                                281-674-0101 (Fax)
               202-373-6001 (Fax)                                bob. ward@rig.net
               catherine.wang@bingham.com
           For Stratos:                                     With a copy to:
                Christine M. Crowe                               Bruce Henoch
                Timothy J. Cooney                                Inmarsat
                Wilkinson Barker Knauer, LLP                     11 0 1 Connecticut A venue, NW
                2300 N Street, NW; Suite 700                     Suite 1200
                Washington, DC 20037                             Washington, DC 20036
                202-781-4141 (Tel)                               202-696-1381 (Tel)
                202-783-5851 (Fax)                               202-248-5177 (Fax)
                ccrowe@wbklaw .com                               bruce.henoch@inmarsat.com

          63.18 (d)       Section 214 Authorizations

                  Assignor:          Stratos holds blanket domestic Section 214 authority and holds
                                     international Section 214 authority granted in File Nos. ITC-214-
                                     19980914-00636 and ITC-214-19991220-00815.

                  Assignee:          RigNet does not currently hold domestic or international Section
                                     214 authority.

          63.18 (h)       Ownership

          The following entities hold, directly or indirectly a 10% or greater interest in RigNet as

calculated pursuant to Commission ownership attribution rules for wireline and international
                                 4
telecommunications carriers:

    Pre- and Post-Transaction Ownership ofRigNet:

          1)      The following entity owns or controls 10% or more ofRigNet SatCom, Inc.

4
          Because the Commission's rules for combined domestic and international applications require this
          information only for the assignee/transferee, see 47 C.F.R. §§ 63.04(b), 63.24(3)(2), Applicants are
          providing ownership information only for RigNet.
                                                       8

A/75651115.12


               Name:                 RigNet, Inc.
               Address:              1880 S. Dairy Ashford, Suite 300, Houston, TX 77077
               Citizenship:          u.s.
               Principal Business:   Oilfield Communications
               %Equity:              100%

          2)   The following entity owns or controls 10% or more of RigNet, Inc.

               Name:                 Energy Growth AS
               Address:              Tordenskioldgate 6B
                                     0160 Oslo
               Citizenship:          Norway
               Principal Business:   Investment
               %Equity:              25.3%

          3)   The following entities own or control 34.12% or more of Energy Growth AS
               (and indirectly own or control10% or more ofRigNet).

               Name:                 Energy Growth Holding AS
               Address:              Tordenskioldgate 6B
                                     0160 Oslo
               Citizenship:          Norway
               Principal Business:   Holding Company
               %Equity: 2            25.3% indirectly in RigNet (owns 100% of Energy Growth
                                     AS)

               Name:                 CSVillAS
               Address:              Tordenskioldgate 6B
                                     0160 Oslo
               Citizenship:          Norway
               Principal Business:   Investment
               %Equity:              25.3% indirectly in RigNet (owns 100% of Energy Growth
                                     Holding AS)

               Name:                 Cubera Secondary KS
               Address:              Tordenskioldgate 6B
                                     0160 Oslo
               Citizenship:          Norway
               Principal Business:   Investment
               %Equity:              25.3% indirectly in RigNet (owns 60.5% ofCSV III AS)




                                              9

N75651ll5.l2


                  Name:                      Cubera Secondary (GP) AS
                  Address:                   Tordenskioldgate 6B
                                             0160 Oslo
                  Citizenship:               Norway
                  Principal Business:        Investment
                  %Equity:                   25.3% indirectly in RigNet (General Partner of Cubera
                                             Secondary KS)

                  Name:                      NamlosAS
                  Address:                   Tordenskioldgate 6B
                                             0160 Oslo
                  Citizenship:               Norway
                  Principal Business:        Investment
                  %Equity:                   11.6% indirectly in RigNet (owns 45.9% of Cubera
                                             Secondary (GP) AS)

                  Naml0s AS is 100% owned by Cubera Managing Partner, J0rgen Kjrernes, who is
                  a citizen ofNorway. Mr. Kjaernes' indirect interest in RigNet, Inc. is 11.6%. Mr.
                  Kjrernes may be contacted at Tordenskioldsgate 6B, 0160 Oslo, Norway.

          4)      No other individual or entity owns or controls more than I 0% directly or
                  indirectly ofRigNet.

          5)      Interlocking Directorates: Mark Slaughter, Chief Executive Officer and
                  President of RigNet, Inc., and Marty Jimmerson, Chief Financial Officer of
                  RigNet, Inc., serve as directors ofRigNet SatCom, Inc., RigNet Middle East LLC,
                  RigNet Qatar W.L.L., RigNet Sdn. Bhd., RigNet Servic;:os de Telecomunicac;:oes
                  Brasil Ltda., RigNet UK Ltd, Moscow Teleport LLC, and RigNet (CA), Inc.

          63.18 (i)        RigNet is currently affiliated with foreign carriers in Brazil, Qatar,
                           Malaysia, and Oman.5 RigNet certifies that following consummation of
                           the transaction: (i) it will not be a foreign carrier within the meaning of
                           Section 63.09(d) of the Commission's Rules, 47 C.F.R. § 63.09(d); and
                           (ii) it will continue to be affiliated with RigNet Servic;:os de
                           Telecomunicac;:oes Brasil Ltda., which provides mobile satellite services in
                           Brazil; RigNet Qatar W.L.L., which provides mobile satellite services in
                           Qatar; RigNet Sdn. Bhd., which provides mobile satellite services in
                           Malaysia; and RigNet Middle East LLC, which provides mobile satellite
                           services in Oman; and (iii) it will become affiliated, within the meaning of
                           the Commission's Rules, with RigNet (CA), Inc. , which will provide
                           mobile satellite services in Canada; RigNet UK Ltd, which will provide
                           mobile satellite services and very small aperture terminal ("VSAT")
                           services in Great Britain; and Moscow Teleport LLC, which will provide

5     RigNet's affiliate, RigNet BRN Sdn Bhd, has a pending application to provide mobile satellite services in
      Brunei. RigNet will update the Commission within thirty days of approval of that application.

                                                         10

A/75651115_12


                        VSAT services in Russia. These specialized services are provided to oil
                        and gas industry customers in these locations.

          63.18 (j)     RigNet certifies that it does not seek to provide international
                        telecommunications services to any destination country where:

                  (1)   RigNet is a foreign carrier in that country; or

                  (2)   RigNet controls a foreign carrier in that country; or

                  (3)   Any entity that owns more than 25 percent of RigNet, or that controls
                        RigNet, controls a foreign carrier in that country, except in Brazil, Qatar,
                        Malaysia, Oman, Canada, Great Britain, and Russia, where RigNet, Inc.
                        will control RigNet's affiliates RigNet Servi9os .de Telecomunica9oes
                        Brasil Ltda., RigNet Qatar W.L.L., RigNet Sdn. Bhd., RigNet Middle East
                        LLC, RigNet UK Ltd, RigNet (CA), Inc., and Moscow Teleport LLC that
                        provide the services describe above in response to Section 63 .18(i); or

                  (4)   Two or more foreign carriers (or parties that control foreign carriers) own,
                        in the aggregate more than 25 percent of RigNet and are parties to, or the
                        beneficiaries of, a contractual relation affecting the provision or marketing
                        or international basic telecommunications services in the United States.

          63.18 (k)     Brazil, Qatar, Malaysia, Oman, Canada, Great Britain and Russia are
                        members of the WTO and none ofRigNet's foreign carrier affiliates has a
                        50 percent or greater share ofthe markets for international transport and
                        local access in their respective destination countries.

          63.18 (I)     Not applicable.

          63.18 (m)     RigNet's affiliate, RigNet Servi9os de Telecomunica9oes Brasil Ltda.,
                        lacks sufficient market power in Brazil to adversely affect competition in
                        the U.S. market, as it controls far less than 50% of the local access and
                        international transport markets in Brazil. RigNet's affiliate, RigNet Qatar
                        W.L.L., lacks sufficient market power in Qatar to adversely affect
                        competition in the U.S. market, as it controls far less than 50% ofthe local
                        access and international transport markets in Qatar. RigNet's affiliate,
                        RigNet Sdn. Bhd., lacks sufficient market power in Malaysia to adversely
                        affect competition in the U.S. market, as it controls far less than 50% of
                        the local access and international transport markets in Malaysia. RigNet's
                        affiliate, RigNet Middle East LLC, lacks sufficient market power in Oman
                        to adversely affect competition in the U.S. market, as it controls far less
                        than 50% ofthe local access and international transport markets in Oman.
                        RigNet's affiliate, RigNet (CA), Inc. , lacks sufficient market power in
                        Canada to adversely affect competition in the U.S. market, as it controls
                        far less than 50% ofthe local access and international transport markets in
                        Canada. RigNet's affiliate, RigNet UK Ltd, lacks sufficient market power
                                                  11

N75651115.12


                          in Great Britain to adversely affect competition in the U.S. market, as it
                          controls far less than 50% of the local access and international transport
                          markets in Great Britain. RigNet's affiliate, Moscow Teleport LLC, lacks
                          sufficient market power in Russia to adversely affect competition in the
                          U.S. market, as it controls far less than 50% of the local access and
                          international transport markets in this market. Accordingly, RigNet is
                          entitled, under Section 63.10(a)(3), 47 C.P.R. § 63.10(a)(3), to non-
                          dominant status on all routes.

           63.18 (n)      Applicants certify that they have not agreed to accept special concessions
                          directly or indirectly from any foreign carrier with respect to any U.S.
                          international route where the foreign carrier possesses market power on
                          the foreign end of the route and will not enter into such agreements in the
                          future.

           63.18 (o)      Applicants certify that they are not subject to denial of federal benefits
                          pursuant to Section 5301 of the Anti-Drug Abuse Act of 1998. See 21
                          U.S.C. § 853a. See also 47 C.P.R.§§ 1.2001-1.2003.

           63.18 (p)      Applicants respectfully submit that this Application is eligible for
                          streamlined processing pursuant to Section 63.12(a)-(b) ofthe Commission's
                          Rules, 47 C.P.R. §63.12(a)-(b) because, after the transaction is completed,
                          (1) RigNet, will qualify for a presumption of non-dominance under 47
                          C.P.R. § 63.10(a)(3) because its post-transaction foreign carrier affiliates
                          have less than a 50% share of the local access and international transport
                          markets in the relevant markets, see 47 C.P.R. § 63.12(c)(l)(ii); and (2)
                          RigNet will not be affiliated with any dominant U.S. carrier whose
                          international switched or private lines services it seeks to resell, see 47
                          C.P.R.§ 63.12(c)(2).

VI.        INFORMATION REQUIRED BY SECTION 63.04

           In lieu of an attachment, pursuant to Commission Rule 63.04(b), 47 C.P.R. § 63.04(b),

Applicants submit the following information in support of their request for domestic Section 214

authority in order to address the requirements set forth in Commission Rule 63.04(a)(6)-(12), 47

C.P.R.§ 63.04(a)(6)-(12):

           (a)(6) A description of the proposed Transaction is set forth in Section III above.

           (a)(7) Stratos provides competitive telecommunications services in Texas and Louisiana
                  and VSAT SCADA services in all states except Hawaii.

                  RigNet does not provide domestic common carrier interstate or intrastate
                  telecommunications services.
                                               12

A/75651115. 12


          (a)(8) Applicants respectfully submit that this Application is eligible for streamlined
                 processing pursuant to Sections 63.03 of the Commission's Rules, 47 C.F.R. §63.03.
                 In particular, with respect to domestic authority, this Application is eligible for
                 streamlined processing pursuant to Section 63.03(b)(2)(i) because, immediately
                 following the transaction, (1) Applicants and their affiliates (as defined in Section
                 3(1) of the Communications Act - ("Affiliates") combined will hold less than a ten
                 percent (1 0%) share of the interstate, interexchange market; (2) to the extent that
                 Applicants and their Affiliates provide local exchange service, such services will
                 be provided only in areas served by dominant local exchange carriers (none of
                 which is a party to the proposed transaction) and; (3) none of the Applicants or their
                 Affiliates is dominant with respect to any service.

          (a)(9) By this Application, Applicants seek authority with respect to both international
                 and domestic Section 214 authorizations. (This Application is being separately
                 and concurrently filed with respect to both types of authorities in compliance with
                 Commission Rule 63.04(b), 47 C.F.R. § 63.04(b)). Applicants will also file
                 applications seeking Commission authority to assign certain earth station and
                 wireless licenses and leases and a petition for declaratory ruling pursuant to Section
                 31 O(b)(4) of the Act to permit a greater than 25% indirect foreign ownership interest
                 in RigNet. No other applications are being filed with the Commission with respect
                 to this transaction.

          (a)(lO) Prompt completion of the proposed transaction is critical to ensure that Applicants
                  can obtain the benefits described in the foregoing application. Accordingly,
                  Applicants respectfully request that the Commission approve this Application
                  expeditiously in order to allow Applicants to consummate the proposed transaction
                  as soon as possible.

          (a)(ll) Not applicable.

          (a)(12) A statement showing how grant ofthe application will serve the public interest,
                  convenience and necessity is provided in Section IV above.




                                                   13

N75651115.12


VII.       CONCLUSION

           For the reasons stated above, Applicants respectfully submit that the public interest,

convenience, and necessity would be furthered by a grant of this Application.           Applicants

therefore respectfully request that the Commission consider and approve this Application

expeditiously to permit Applicants to consummate the proposed transaction as soon as possible.


                                                      Respectfully submitted,


                                                 Gflw@ A}
                                                      Catherine Wang
                                                                                 &
                                                                                   )’
                                                      Bingham McCutchen LLP
                                                      2020 K St. NW, 11th Fl.
                                                      Washington, DC 20006
                                                      202—373—6000 (Tel)
                                                      202—373—6001 (Fax)
                                                      catherine.wang@bingham.com

                                                      Counsel for RigNet SatCom, Inc.


                                                      Christine Crowe
                                                      Wilkinson Barker Knauer, LLP
                                                      2300 N Street, NW; Suite 700
                                                      Washington, DC 20037
                                                      202—781—4141 (Tel)
                                                      202—783—5851 (Fax)
                                                      ccrowe@wbklaw.com

                                                      Counsel for Stratos Offshore Services
                                                      Company




Dated: August 15, 2013




                                                 14

AJ756S1115.12


                      EXHIBIT A
                 ASSIGNOR OWNERSHIP




A/75651115. 12


                                                     EXHIBIT A

                              Inmarsat pic
                          (England and Wales)

            100%                                                         *All percentages represent both equity
                                                                         and voting interests, unless otherwise
                         Inmarsat Holdings Ltd                           noted.
                          (England and Wales)

            100%

                           Inmarsat Group Ltd
                          (England and Wales)

            100%

                       Inmarsat Investments Ltd
                         (England and Wales)

            100%

                         Inmarsat Ventures Ltd
                          (England and Wales)

           100%

                     Inmarsat Finance III Limited
                        (England and Wales)

           100%

                        Inmarsat Solutions Ltd.
                         (England and Wales)

           100%

                     Inmarsat Group Holdings Inc.                80% Common Shares
                              (Delaware)

           100%
                                                            20% Common Shares
                      Inmarsat US Services LLC
                             (Delaware)
                                                             100%
           100%                                            Preferred
                                                            Shares
                       Inmarsat US Investments
                               Limited                -
                         (England and Wales)


                                                          Stratos Holdings, Inc.
                                                               (Delaware)
                                              100%




                      Stratos Mobile                        Stratos Offshore                   lnmarsat Solutions Inc.
                      Networks, Inc.                       Services Company                         (Delaware)
                       (Delaware)                              (Delaware)
N756511 1S. I2 '--- - - - - - -- - - - - - - - '


                      EXIDBITB
                 ASSIGNEE OWNERSHIP




A/75651115 .12


RigNet Ownership and Control Structure



             Jorgen Kjaernes




         Cubera Secondary (GP) AS
                       General Partner, 1o/o



           Cubera Secondary KS
                          60.5%


                CSV Ill AS
                           100%


         Energy Growth Holding AS
                          100%


             Energy Growth AS
                          25.3%


                RigNet, Inc.
                         100%


            RlgNet SatCom, Inc.


                          EXHIBITC
                SAMPLE CUSTOMER NOTIFICATION




A/75651115.12


COMPANY LETTERHEAD


[DATE]

«Mai!ToName»
«Mai!Streetl » «Mai1Street2»
«Mai!City», «Mai!State» «MailZip»-«MailZipPlus4»

Regarding Account #«AccountNumber» I «AccountName»

Dear Valued Customer:

On August 1, 2013, RigNet SatCom, Inc. ("RigNet") announced an agreement with Stratos Offshore Services
Company ("Stratos") to acquire certain assets of Stratos' business, subject to regulatory approval, including your
account. Once that happens, your service will be provided by RigNet but under your current contract with Stratos.

Please rest assured that the transaction will not affect the services you currently receive. You will continue to
receive services with the same rates, features, terms and conditions as you currently enjoy. Any changes to
your service following the transaction will be made in compliance with your contract, service terms and applicable
federal and state regulatory requirements. RigNet will automatically become your telecommunications provider on
or after [DATE], 2013.

This change will be completely seamless for you and you do not need to do anything in order for it to occur. RigNet
will take care of all ofthe details and will be responsible for any change fees associated with transferring your
account. However, it is important that you be aware ofthe following information. You are responsible for continued
payment of your monthly recurring and usage charges throughout this period. Unless you have made arrangements
on your own to switch your provider prior to the date that your services are transferred to RigNet, your account will
automatically be transferred and your service contract assigned to RigNet. All preferred carrier freezes will be lifted
for purposes of completing the transfer of your services to RigNet. RigNet will reinstate any preferred carrier freeze
you may have with Stratos if you currently receive local telephone service from Stratos. In the event that you
currently receive local service from a provider other than Stratos, you will need to contact your existing or new local
service provider to reinstate your preferred carrier freeze. In addition, any deposit or prepayment you have paid, if
any, will be transferred with your account to RigNet. Although subject to the terms of your current contract, you
have the option to select another provider. We value your business and we hope that RigNet may continue to serve
you. If you should choose another provider you will need to contact that carrier directly to arrange for the change
prior to the transfer of your services to RigNet. We note that it can take several weeks for a new carrier to make the
switch and you may also incur service initiation fees from that provider such as service order, installation and other
similar charges associated with establishing a new service account.

Our mission is to provide superior products and services to our customers. We want to thank you for your continued
support. If you have any questions regarding your current services, please call the Stratos customer service
department at 800-375-1562. If you would like more information about the transaction, please call the RigNet
customer service department toll-free at 888-974-4638.

RigNet looks forward to serving you.

Sincerely,


[Name]                                         [Name]
[Title]                                        [Title]
RigNet SatCom, Inc.                            Stratos Offshore Services Company


                                              VERIFICATION


                 I, Mark Slaughter, state that 1 am the Chief Executive Officer & President of RigNet
 SatCom, Inc. ("RigNet"); that r am authorized to make this Verification on behalf of RigNet; that
 the foregoing ti ling was prepared under my direction and supervision; and that the contents with
 respect to RigNet are true and correct to the best of my knowledge, information and beJjef.


             T declare under penalty of perjury that the foregoing is true and correct. Executed this

 L'{_ day of August, 20 13.

                                                   Mark Slaughter
                                                   Chief Executive Officer & President RigNet
                                                   SatCom, lnc.




,, 7567584().1


                                      VERIFICATION


        I, Bruce A. Henoch, state that I am the Vice President & General Counsel of Stratos

Offshore Services Company ("Stratos"); thatI am authorized to make this Verification on behalf

ofStratos; that the foregoing filing was prepared under my direction and supervision; and that

the contents with respect to Stratos are true and correct to the best of my knowledge,

information, and belief.

       I declare under penalty ofperjury that the foregoing is true and correct. Executed this

]_Lfrl\ay of August, 2013.                    78/{1/
                                               )     V
                                           Bruce    A. Henoch
                                           Viee President & General Counsel
                                           Stratos Offshore Services Company



Document Created: 2013-08-15 10:15:49
Document Modified: 2013-08-15 10:15:49

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