Attachment 20170131163831-623.p

20170131163831-623.p

SUPPLEMENT

Supplement

1999-01-20

This document pretains to ITC-T/C-19990120-00064 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC1999012000064_1401572

Streamlined ITC—T/C—19990120—00064 CATALINA TRANSMISSION CORP AND FOUR MEDIA COMPANY Categories of Services for 214 Applications ? (Streamline/Non—streamline) ie ASSIGNMENT OF LICENSE o. m GLOBAL FACILITIES—BASED SERVICE GLOBAL FACILITIES—BASED/GLOBAL RESALE SERVICE 0o 0 GLOBAL RESALE SERVICE INDIVIDUAL FACILITIES—BASED SERVICE 9. INTERCONNECTED PRIVATE LINE RESALE SERVICE 9A 9A LIMITED GLOBAL FACILITIES—BASED SERVICE/LIMITED GLOBAL RESALE SERVICE LIMITED GLOBAL FACILITIES-BESED SERVICE o o q(:? o o o LIMITED GLOBAL RESALE SERVICE INMARSAT AND MOBILE SATELLITE SERVICE SWITCHED RESALE SERVICE TRANSFER OF CONTROL— SUBMARINE CABLE LANDING LICENSE INTERNATIONAL SPECIAL PROJECT Description of Application:

HOGAN & H TSON LLB O \C\fla COLUMBIA SQUARE 555 THIRTEENTH STREET, NW Writer‘s Direct Dial Eo (202) 637—5546 ht WASHINCTON, DC 200041109 TEL (202) 637—5600 January 20, 39 FAX (202) 637—5910 BY HAND DELIVERY Ms. Magalie R. Salas Secretary Federal Communications Commiuission International Bureau, Telecommunications P.O. Box 358115 Pittsburgh, PA 15251—5115 Re: File No. ITC—94—083 Dear Ms. Salas: Enclosed are an original and two ies of an application for Commission consent to the transfer of control < Datalina Transmission Corp. ("Catalina"), a common carrier holding the Sec n 214 authorization referenced above, to Warburg, Pincus & Co. (°‘WP & Co"). atalina‘s parent company, Four Media Company, also is a party to this applica n. Also enclosed are a completed Fo: 159 and a check made payable to the FCC in the amount of $780.00 in payment the filing fee. Pursuant to Section 63.12 of the Commission‘s rules, the parties request streamlined processing of this application. By means of the present application and others that are being filed simultaneously herewith, WP & Co seeks Commission consent to control Catalina, which holds the Section 214 authorization referenced above as well as a private microwave and three earth station authorizations. BRUSSELS BUDAPEST LONDON MOSCOW PARIS* PRAGUE* WARSAW BALTIMORE, MD BETHESDA, MD COLORADOSPRINGS,CO DENVER,CO LOSANGELES, CA McLEAN, VA \\\DC — 63092/1 — 0806805.01 *Affiliated Offices

Magalie Roman Salas January 20, 1999 Page 2 Please refer any questions regarding this application to the undersigned. Respectfully submitted, Treg Tremont Counsel for Catalina Transmission Corp. and Four Media Company Enclosures cc: Thomas Jones and Sophie Keefer, Counsel for Warburg, Pincus & Co. \\\DC — 6309271 — 0806805.01

READ INSTRUCTIONS CA REFULLY APPROVEL) BY OMB 3060—0589 BEFORE PROCEEDINC FEDEFAL COMMUNICA TIONS COM UISSION SPECIAL USE REMITTANCE ADVICE 1 3 °CC LiSE ONLY PAGE NO. _____ OF ____ (1)LockBox# 358115 (2) PAYER NAME {if payir g by cre dit card, enter name exactly as it appears on your card) SECTION A — PAYER INFORMA"ION | (3) T TAL AMUUNT PAID (dollars andcerits) Willcie Farr & Gallagher $ 780 .30 (4) SUREET ADDRESS LINE NO. 1 1155 21st Street, NW (5) SUREET ADDRESS LINE NO. 2 Suits 600 (6) CiTy (7) SAtE (8) Z1 > CODE Wa:hington DC 20036 —3384 (9) (9)DaYTINIE TELEPHON|: NUME ER (Include area code) (10) COUNTRY CODE (i‘ not in U.S.A.) 202 328 — 8003 "IF PAYER NAME AND THE APPLICANT NAM Z ARE DIFF ERENT, COMPI ETE SECTION B IF MORE THAN ONE APPLICANT, USE CONTINUATION SHEE‘TS(F DRM 159—C) SECTION B — APPLICANT INFORMATION -(11) APPLICANT NAME (if pa);;l y crec it card, anter name »xaci y as it appears on your card) Catalina Transmission Cozp (12) STREETADDRESS LINE NO. 1 2820 W. Olive Azenue [(13) STREET ADDRESS LINE NO. 2 | (14) CITY (15) STATE 16) IP CODE Burbank CA 31505 [(17) DAYTIME TELEPHONE NUME ER (Ir clude a ea code}) (18) COUNTRY CODE ‘if not in U.S.A.) 818 —840—7155 [ COMPLETE SECTION FOR EACH 3EVICE, IF MORE BOXES ARE NEEDED, USE CON‘ INUATION SHEETS (FORM 1: 9— |t'| w7 SECTION C — PAYMIZNT INFORMATION l (19A) FCC CALL SIGNOTHER iD (20A) PAYMENT T ‘PE ;ODE (PTC) ___| (21A) QUANTITY (22A) FEE DUE FOR (P1 C) IN BL 3CK 20A FCC USE ONLY ITC—94—083 [C_ I 1 |g 78C .00 (23A) FCC CODE 1 (24A) FCC CODE 2 ul l ©198) FCC CALL SIGN/OTHER ID (20B) PAYMENT T E ;ODE (PTC) (21B) QUANTITY (22B) FEE DUE FOR(_ C) IN BL )CK 20B FE USE ONLY y 123B) FCC CODE 1 JLCfF_ $ (24B) FCC CODE 2 ©19C) FCC CALL SIGN/OTHER ID (20C) PAYMENT T ‘PE CODE (PTC) (21C) QUANTITY (22C) FEE DUE FOR (PTC) IN BL )CK 20C FCC USE ONLY 123C) FCC CODE 1 1 | s (24C) FCC CODE: 2 ©19D) FCC CALL SIGN/OTHER ID (20D) PAYMENT T ‘PE CODE (PTC) (21D) QUANTITY (22D) FEE DUE FOR (PTC) IN BL 3CK 20D FCC USE ONLY {23D) FCC CODE 1 | | s (24D) FCC CODE 2 SECTION D — TAXPAYER INFORMATION (REQURED) (25) (26) COMPLETE THIS BLOCK ONLY IF APPLICANT NAME IN B—11 IS DIFFERENT FROM PAYER NAME IN A—2) PAYER TIN 0| 1| 3|5 5 6 8 4| 4 APPLICANT TIN |0|o|s|4 |s|o 9| s 9| o SECTION E — CERTIFICATION l (27) CERTIFICATION STATEMENT 1, , Certify under penalty of perjury that the foregoing and supporting information (PRINT NAME) are true and correct to the best of my knowledge, infomation and belief. SIGNATURE SECTION F — CREDIT CARD PAYMENT INFORMATION l CS MASTERCARDIVISA ACCOUNT NUMBER: EXPIRATION DATE: MASTERCARD MONTH ___YEAR Vies I hereby authorize the FCC to charge my VISA or MASTERCARD AVIHORIEED SIGNATURE PAS for the service(s)/authorization(s) herein described. L SEE PUBLIC BURDEN ESTIMATE ON REVERSE FCC FORM 159 JULY 1997 (REVISED)

FEDERAL COMMUNICATIONS COMMISSION APPROVED BY OMB 3060—0589 REMITTANCE ADVICE (Continuation Sheet) 3 4 PAGENO.:.._._ OPFP _L__ USE THIS SECTION ONLY FOR EACH ADDITIONAL APPLICANT I SECTION BB — ADDITIONAL APPLICANT INFORMATION (11) APPLICANT NAME (if paying by credit card, enter name exactly as it appears on your card) Four Media Company (12) STREETADDRESS LINE NO. 1 625 Arizona Avenue (13) STREETADDRESS LINE NO. 2 (14) CITY (15) STATE t (16) ZIP CODE Santa Monica CA 90401 (17) DAYTIME TELEPHONE NUMBER (Include area code) (18) COUNTRY CODE (if not in U.S.A.) 310—458—9192 IF MORE BOXES ARE NEEDED, USE ADDITIONAL FCC 159—C CONTINUATION SHEETS TO LIST EACH SERVICE SECTION CC — PAYMENT INFORMATION (19A) FCC CALL SIGN/OTHER ID (20A) PAYMENTTYPE CODE (PTC) (21A) QUANTITY (22A) FEE DUE FOR (PTC) IN BLOCK 20A FCC USE ONLY $ (23A) FCC CODE 1 (24A) FCC CODE 2 (19B) FCC CALL SIGN/OTHER ID (20B) PAYMENTTYPE CODE (PTC) (21B) QUANTITY (22B) FEE DUE FOR (PTC) IN BLOCK 208 FCC USE ONLY $ (23B) FCC CODE 1 (24B) FCC CODE 2 (19C) FCC CALL SIGN/OTHER ID (20C) PAYMENTTYPE CODE (PTC) (21€) QUANTITY (22C) FEE DUE FOR (PTC) IN BLOCK 20C FCC USE ONLY $ (23C) FCC CODE 1 (24C) FCC CODE 2 (19D) FCC CALL SIGN/OTHER ID (20D) PAYMENT TYPE CODE (PTC) (21D) QUANTITY (22D) FEE DUE FOR (PTC) IN BLOCK 200 FCC USE ONLY $ (23D) FCC CODE 1 (24D) FCC CODE 2 SECTION DD — TAXPAYER INFORMATION (25) COMPLETE THIS BLOCK ONLY IF SECTION BB IS APPLICABLE APPLICANT TIN O |> |s |4 |s |[s |s |{4 |4 o FCC FORM 159—C JULY 1997 (REVISED)

FEDERAL COMMUNICATIONS COMMISSION APPROVED BY OMB 3060—0589 REMITTANCE ADVICE (Continuation Sheet) PAGE NO. _3__ OF _E___ USE THIS SECTION ONL.Y FOR EACH ADDITIONAL APPLICANT I SECTION BB— ADDITIONAL APPLICANT INFORMATION [ (11) APPLICANT NAME (if paying by credit card, enter name exactly as it appears on your card) Warburg, Pincus & Co. (12) STREET ADDRESS LINE NO. 1 466 Lexington Avenue (13) STREET ADDRESS LINE NO. 2 (14) CITY (15) STATE (16) ZIP CODE New York NY 2 0OLZ (17) DAYTIME TELEPHONE NUMBER (Include area code) (18) COUNTRY CODE (if not in U.S.A.) 212—878—0600 IF MORE BOXES ARE NEEDED, USE ADDITIONAL FCC 159—C CONTINUATION SHEETS TO LIST EACH SERVICE J SECTION CC — PAYMENT INFORMATION (19A) FCC CALL SIGN/OTHER ID (20A)_PAYMENT TYPE CODE (PTC) (21A) QUANTITY (22A) FEE DUE FOR (PTC) IN BLOCK 20A FCC USE ONLY $ (234) FCC CODE 1 (24A) FCC CODE 2 (198) FCC CALL SIGN/OTHER ID (20B) PAYMENT TYPE CODE (PTC) (218) QuaNTty (22B) FEE DUE FOR (PTC) IN BLOCK 208 FCC USE ONLY $ (238) FCC Cope 1 (24B) FCC CODE 2 (19C) FCC CALL SIGN/OTHER ID (20C) PAYMENT TYPE CODE (PTC) (21C) QuantIty (22C) FEE DUE FOR (PTC) IN BLOCK 20C FCC USE ONLY s (23C) FCC COpE 1 (24C) FCC CODE 2 (19D) FCC CALL SIGN/OTHER iD (20D) PAYMENT TYPE CODE (PTC) (21D) QuaNntity (220) FEE DUE FOR (PTC) IN BLOCK 20D FCC USE OnLy $ (23D) FCC CODE 1 (24D) FCC CODE 2 J SECTION DD — TAXPAYER INFORMATION (25) COMPLETE THIS BLOCK ONLY IF SECTION BB IS APPLICABLE APPLICANT TIN O|: 1: 1: l2 |s [# [« |> |s FCC FORM 159—C— JULY 1997 (REVISED)

a = = s ' onarcimieci _‘m? 1 10784 WILLKIE FARR & GALLAGHER THREE LAFAYETTE CENTVI?IE WaSHinGroNn,bo20086 pare Jenuary 15. 1999 is—s2/540 mmiommn it FinooommmniCeceschcteh PAY To THE RbEen or FEDERAL COMMUNICATIONS COMMISSION g _780.00 s mt ocm t n SEVEN HUNDRED EIGHTY &ND 00/100 poillans oo CRESTAF Crestar Bank mnrininoicmeiee ©0 540005224 05 20L 184 76i° I F2 * y.2 herimon Emcencceie cem en——orgeee=t sect | DETACH AND RETAIN THIS STATEMENT WILLKIE FARR & GALLAGHER THE ATTACHED CHECK 18 iN PAYMENT O= iTEMs DESCRIBED BELOW i= NoT commEct mLEASE NotifY Us PROMETLY NO RECEIPT DEsiNED DELUXE — FoORM pvCP—3 V—2 DATE D E $ C RIP T 1O N AMOUNT 1/15/99 FEDERAL COMMUNICATIONS COMMISSION $780.00 CHARCE TO: 022000.10015 (2093)" PURPOSE: Section 214 Authorization Assignment Application ATTY 09928

Be:‘ore she FF DERAL COM.AIUNICATTIONS COMMISSION Wast ingt on, I.C. 055« In the Matter of Warburg, Pincus & Co., Four Media Comps ny and File No. Catalina Trar smis sion Corp. Application for Tra nsfer of Centrol of Common Carrier E olding Authoris atior Under Sectior 214 of the Communicaticns Act of 1934, a;s Am ‘ndec. To: Chief, Internat onal Bureau i PPIICATION| VWarbiirg, Eincus & C). (WP&Co"), Four Media Company ("Four Media") and C atali ra Tiransmissio 1 Corp. ("Cataliaa") (jointly, the "Applicants"), hereby request aut a0rit of the Fe leral Comnuni—ations Conmission ("FCC" or "Commission"), pu suant to Sectio:i 214 of th2 Corimurications Act of 1934, 47 U.S.C. § 214, and Sectio a 63.18(e)(5) of the Comm ssior‘s Rules, 47 C.F.R. § 63.18(e)(5), for th : transfer of control of Catalina, a common carrier holding a Section 214 authorization, from Four Media to WP&Co. Catalina is a wholly—owned subsidiary of 4MC—Burbank, Inc. ("4MC") which in turn is a wholly—owned subsidiary of Four Media. Under the terms of the Securities Purchase Agreement discussed below, WP&Co, through affiliated

investment funcis, wil acquire a 50.( 6% titerest in Four Media and thersby gain control of C atalina. The e:‘ficiencies created by this transaction will have no negative in pact on the operations of Catalina, ind the changed corporat: structure will be trar sparnt to customers. Griant of this Appl:catio 1 wil.. serv > the public interest, convenier ce and necessty. This transtsr of :ontrol and the resulting infusion of capital wi l allow Cataina t> devote greate: resources to tke expansion of its farilitics anc the pursuit of t schnological innovation. ‘This yransiaction viill ensure co:itinusd provision o.‘ video disiribuiion s rvices to Catal na‘s existing customers and skould promote co npet:tion and lower price:; in the mirket for: Catalina‘s s arvices. I. THE PARTIES A. Four M»dia Company, 4MC—Burbank, Inc. and Catalina Transmissicn Corp. Four Media, «‘MC ind Cataliaa ar> corporations organ zed ind existing un ler the laws of the State of Delawar> with their principal executive offices in S:iinta Monica an1 Buubank, CalLfornia. Four Media provides technical and creative services to the owners, producers and distributors of video programming in the U.S., Canada and Asia. Catalina is a telecommunications services company which, in support of Four Media‘s operations, distributes video entertainment products and services. Catalina is a nondominant carrier and holds an authorization under Section 214 to

provide international services granted in File No. ITC—94—083. Catalina submitted information concerning its legal, technical, managerial and financial qualifications to provide service in conjunction with its Section 214 application and thus that information is already a matter of record at the Commission. B. Warburg, Pincus & Co. WP&Co is a general partnership organized and existing under the laws of the State of New York with its principal executive office in New York, New York. WP&Co is a venture banking firm ysihich directs the investment of assets on behalf of large institutions afid pension funds. With its affiliates, WP&Co is one of the largest sources of venture—capital financing in the United States. WP&Co is the sole gene;‘al partner of (1) Warburg, Pincus Equity Partners, L.P. (‘WPEP"), a Delaware limited partnership, (2) Warburg, Pincus Netherlands Equity Partners I, L.P., a Dutch limited partnership, (3) Warburg, Pincus Netherlands Equity Partners II, L.P., a Dutch limited partnership, and (4) Warburg, Pincus Netherlands Equity Partners III, L.P., a Dutch limited partnership (the four limited partnerships are hereinafter referred to collectively as the "WP&Co Funds"). II. DESCRIPTION OF THE TRANSACTION On January 18, 1999, the WP&CO Funds and Four Media signed a Securities Purchase Agreement ("Agreement"). Pursuant to the Agreement, after

the requisite regulatory approvals have been obtained and after the parties have: closed the transaction and effectuated the transfer of securities, the WP&CO Funds will acquire an ownership interest in Four Media of approximately 50.6% through the purchase of newly—issued and existing shares of common stock. 1/ Specifically, WPEP will acquire an ownership interest in Four Media of approximately 47.8% while the other three WP&CO Funds collectively will acquire an ownership interest of approximately 2.8%. In addition, the WP&CO Funds together will acquire the right to nominate and have appointed a majority of the Four Media board of directors. The WP&CO Funds will retain a majority of the Four Media board of directors so long as the WP&CO Funds beneficially own at least 35% of the then— outstanding shares of Four Media common stock. 2/ Since WP&Co is the sole general partner of each of the WP&CO Funds, WP&Co will obtain ultimate control over Four Media and Catalina upon consummation of the transaction. Catalina, the Section 214 certificate holder, will not be affected by the transaction; it will remain a direct, wholly—owned subsidiary of 4MC and an indirect, wholly—owned subsidiary of Four Media. Service to Catalina‘s existing customers will be uninterrupted and unchanged. L/ Pursuant to the Agreement, the WP&Co Funds also will acquire a warrant to purchase additional stock. 2/ More specifically, the Agreement states that Four Media will use its best efforts to elect and cause to remain as directors on the Board individuals designated by the WP&Co Funds, with those directors constituting a majority of the Board. 4

III. REQUEST FOR TRANSFER OF CONTROL Pursuant to Section 63.18(e)(5) of the Commission‘s Rules, the Applicants set forth the following information: (a) The name, address and telephone number of Applicants are: Warburg, Pinecus & Co. 466 Lexington Avenue New York, NY 10017 Tel: (212) 878—0600 Four Media Company 625 Arizona Avenue Santa Monica, CA 90401 Tel: (3810) 458—9192 Catalina Transmission Corp. 2820 W. Olive Avenue Burbank, CA 91505 Tel: (818) 840—7156 (b) WP&Co is a general partnership organized and existing under the laws of the State of New York. Four Media and Catalina are corporations organized and existing under the laws of the State of Delaware. (c) Correspondence concerning this Application should be addressed to: For the transferee: Scott Arenare Warburg, Pincus & Co. 466 Lexington Avenue New York, NY 10017 Tel: (212) 878—0600

with a copy to: Thomas Jones Sophie Keefer Willkie Farr & Gallagher 1155 21st Street, NW. Suite 600 Washington, D.C. 20036—3384 Tel: (202) 328—8000 For the transferor: William E. Niles General Counsel and Vice President of Business Affairs Four Media Company 625 Arizona Avenue Santa Monica, CA 90401 Tel: (310) 458—9192 with a copy to: Karis A. Hastings Treg Tremont Hogan & Hartson 555 Thirteenth Street, NW. Washington, D.C. 20004—1109 Tel: (202) 687—5600 (d) Catalina is authorized to extend services to transborder locations using U.S. domestic and non—U.S. satellites pursuant to the Section 214 authorization granted in File No. ITC—94—083. (e) (5) Applicants request authority for the transfer of control of Catalina, a common carrier holding an international Section 214 authorization, pursuant to the terms and conditions of § 63.18(e)(5) of the Commission‘s Rules. (f) No response required. (g) No response required.

(h) (1) WP&Co hereby certifies that it does not have an affiliation with a foreign carrier within the meaning of § 63.18(h)(1) of the Commission‘s Rules. (2) The only current ten percent or greater equity holders of ; WP&Corafe Lionel I. Pincus, its managing partner, and John L/ _Vogelstein. Mr. Pincus and Mr. Vogelstein are U.S..citizens. /I/‘hei:r ~~address is 466 Lexington Avenue, New York, NY, 10017 and their primary business is Warburg, Pincus & Co. There are no interlocking directorates. (i) WP&Co hereby certifies that it has not agreed to accept special concessions directly or indirectly from any foreign carrier or administration with respect to traffic or revenue flows between the U.S. and any foreign country which WP&Co may serve through Catalina under the authority granted under this part, and will not enter into such agreements in the future. (G) The Applicants hereby certify that no party to this application, as defined in 47 C.F.R. § 1.2002(b), is subject to denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 853(a). (k) The Applicants respectfully request streamlined processing of this Application pursuant to Section 63.12 of the Commission‘s rules.

IV. CONCLUSION Accordingly, the Applicants respectfully request that the Commission authorize the transfer of control described herein. Respectfully submitted, Warburg, Pincus & Co. , f /;"‘ ;: y . Biy:/ye. _ tt & Dated:__ /// ‘/‘/‘7{/ Four Me dia Company By: Dated:_ Cataling Transmission Corp. By: Dated:

IV. CONCLUSION Accordingly, the Applicants respectfully request that the Commission authorize the transfer of control described herein. Respectfully submitted, Warburg, Pincus & Co. By: Dated: Four Media Company ~ i _ytef. John H. Donlon Dated: January 19, 1999 Catalina Transmiszdn Corp. By: XM\ ~ John H. Donlon Dated:__January 19, 1999


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Document Modified: 2019-04-09 20:44:04
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