Attachment Attachment

This document pretains to ITC-T/C-20051214-00534 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2005121400534_483169

International Section 214 Notification of Pro Forma Transfer of Control over Telenor Satellite, Inc. ATTACHMENT 1 to FCC 214 Main Form Answer to Question 10 § 63.18 (c) The name, title, post office address, and telephone number of the officer and any other contact point, such as legal counsel, to whom correspondence concerning the application is to be addressed Transferors: Telenor Satellite Services AS Telenor Broadcast Holding AS Snarøyveien 30 N-1331 Fornebu Ph: +47 67 89 00 00 Fax: +47 67 89 36 484 Contact and Representative: Robert W. Swanson, Esq. Telenor Satellite Services Holdings, Inc. 1101 Wootton Parkway, 10th Floor Rockville, MD 20852 Phone: (301) 838-7807 Fax: (301) 838-7752 Transferee: Telenor Satellite Services Holding AS Snarøyveien 30 N-1331 Fornebu Ph: +47 67 89 00 00 Fax: +47 67 89 36 484 Contact and Representative: Robert W. Swanson, Esq. Telenor Satellite Services Holdings, Inc. 1101 Wootton Parkway, 10th Floor Rockville, MD 20852 Phone: (301) 838-7807 Fax: (301) 838-7752 § 63.18 (d) A statement as to whether the applicant has previously received authority under Section 214 of the Act and, if so, a general description of the categories of facilities and services authorized (i.e., authorized to provide international switched services on a facilities basis): Neither the transferees nor the transferor have previously received authority under Section 214. Two of their indirect wholly-owned subsidiaries hold such authority. Telenor Satellite, Inc.

International Section 214 Notification of Pro Forma Transfer of Control over Telenor Satellite, Inc. holds authority under Section 214 to provide Global or Limited Global Facilities-Based Service, ITC-214-20020926-00462, granted October 31, 2002. Telenor Satellite Services Holdings, Inc. (formerly known as Telenor Satellite Mobile Services, Inc.) also holds authority under Section 214 to provide Global or Limited Global Facilities-Based Service, ITC-214-20010529-00341, granted July 19, 2001. In addition, Telenor Satellite, Inc. holds the following Section 214 authorizations as granted by the Commission and listed in Appendix A to the Order and Authorization of December 18, 20011: ITC-86-087 ITC-86-149 ITC-87-027 ITC-87-111 ITC-88-084 ITC-89-076 ITC-90-129 ITC-89-119 ITC-92-030, ITC-92-031 ITC-90-085 ITC-90-133 ITC-92-063 ITC-91-228 ITC-92-076 ITC-92-075 ITC-91-088; ITC-91-089 214; ITC-91-139; ITC-91-088; ITC-91-089; ITC-91-228; ITC-92-030, 031, 032 ITC-94-016 ITC-94-025 ITC-94-077 ITC-214-19960501-00176 (ITC-96-278) CC Docket 87-75 ITC-214-19931105-00009 (ITC-94-039) 42-SAT-STA-97 ITC-214-19950511-00019 (ITC-95-341) SES-MSC-19990331-02474 SAT-ITC-19970710-00059 (000103-SAT-ITC-97) SAT-ITC-19990609-00063 SAT-ITC-20000605-00103 ITC-97-222; ITC-214-19970414-000206 SAT-STA-19990609-00064 ITC-94-063 ITC-95-422 ITC-93-266 SES-STA-20010719-1338 Telenor Satellite, Inc. is a wholly owned subsidiary of Telenor Satellite Services Holdings, Inc. 1 In the Matter of Lockheed Martin Global Telecommunications, et al., Applications for Assignment of Section 214 Authorizations, Private Land Mobile Radio Licenses, Experimental Licenses, and Earth Station Licenses, Order and Authorization, FCC 01-369 16 FCC Rcd 22897 (2001).

International Section 214 Notification of Pro Forma Transfer of Control over Telenor Satellite, Inc. Answer to Question 11 The name, address, citizenship and principal businesses of any person or entity that directly or indirectly owns at least ten percent of the equity of the transferees, and the percentage of equity owned by each of those entities (to the nearest one percent). Telenor ASA has 100% equity ownership of the Transferees. The Kingdom of Norway currently owns 53.99% of the shares of Telenor ASA. (The Kingdom’s shares are administered by the Ministry of Trade and Industry.) No other shareholder owns directly or indirectly 10% or more of the shares of Telenor ASA. The address, citizenship, and principal business of the Ministry of Trade and Industry is: Kingdom of Norway Ministry of Trade and Industry P.O. Box 8014 Dep 0030 Oslo Norway Principal Business: Government Citizenship: Norway

International Section 214 Notification of Pro Forma Transfer of Control over Telenor Satellite, Inc. Answer to Question 12 The applicant shall also identify any interlocking directorates with a foreign carrier: There are no interlocking directorates between the Transferee and any foreign carriers other than the parent company, Telenor ASA, and its wholly-owned subsidiaries.

International Section 214 Notification of Pro Forma Transfer of Control over Telenor Satellite, Inc. Answer to Question 13 Provide a narrative of the means by which the proposed transfer of control will take place: On July 13, 2001, the Commission granted Telenor Satellite Mobile Services, Inc. (“TSMSI”) authority under Section 214 to provide Global or Limited Global Facilities-Based Service, under file number ITC-214-20010529-00341. TSMSI has since been renamed Telenor Satellite Services Holdings, Inc. On December 18, 2001, the Commission released its Order and Authorization for the acquisition by Telenor Satellite Mobile Services, Inc. of the Comsat Mobile Communications business, FCC 01-369 (the “Telenor Order”). The Telenor Order authorized: [T]he requested indirect foreign ownership of Telenor Satellite [Inc.] by Telenor Satellite Mobile [Services, Inc.] (100 percent), Telenor Satellite Mobile Ventures [AS] (100 percent); Telenor Broadband [Services AS] (100 percent); Telenor Communications [AS] (100 percent); and Telenor ASA and its Norwegian shareholders (up to 100 percent), with the exception of the Kingdom of Norway; and the Kingdom of Norway through its investment in Telenor ASA (up to and including 79 percent). Since the release of the Telenor Order, certain non-substantive changes have occurred in the ownership chain of TSMSI and Telenor Satellite, Inc. (“TSI”) as noted in our 214 filing of June 28, 2005, File No. ITC-T/C-20050628-00240. By this current filing, we wish to notify the Commission, in accordance with the Commission’s Rules,2 that the following pro forma transaction was consummated on November 15, 2005: An internal corporate restructuring occurred which streamlined the TSI ownership chain by: (1) transferring TSI-related assets and operations from Telenor Satellite Services AS (“TSS”), a Norway corporation and wholly-owned subsidiary of Telenor ASA to TSSH; (2) removing TSS and Telenor Broadcast Holding AS as an indirect owner of TSI; and (3) concentrating 100% indirect ownership of TSI in TSSH. On October 25, 2002, the Commission granted Telenor Satellite, Inc. (“TSI”) authority under Section 214 to provide Global or Limited Global Facilities-Based Service, under file number ITC-214-20020926-00462. The new ownership structure before and after this pro forma transaction is presented on the attached diagram. 2 47 C.F.R. § 63.24 (f)(2).

International Section 214 Notification of Pro Forma Transfer of Control over Telenor Satellite, Inc. Telenor Satellite, Inc. Chain of Ownership – Prior to November 15 Pro Forma Transaction Kingdom of Norway Publicly-Held Shares \ / 53.99% \ / 46.01% \ / Telenor ASA / \ 100% / \ 100% / \ Telenor Satellite Services Holding AS Telenor Broadcast Holding AS* \ / 62.6% \ / 37.4% \ / Telenor Satellite Services AS* 100% Telenor Satellite Mobile Ventures AS 100% Telenor Satellite Mobile AS 100% Norway U.S. Telenor Satellite Services Holdings, Inc. 100% 100% Telenor Satellite, Inc. Telenor Satellite Services, Inc. * These entities were removed from the TSI ownership chain (see next page).

International Section 214 Notification of Pro Forma Transfer of Control over Telenor Satellite, Inc. Telenor Satellite, Inc. Chain of Ownership – After November 15 Pro Forma Transaction Kingdom of Norway Publicly-Held Shares \ / 53.99% \ / 46.01% \ / Telenor ASA | | 100% | Telenor Satellite Services Holding AS | | 100% | Telenor Satellite Mobile Ventures AS | | 100% | Telenor Satellite Mobile AS | | 100% Norway | U.S. | Telenor Satellite Services Holdings, Inc. | | 100% | | 100% | | Telenor Satellite, Inc. Telenor Satellite Services, Inc.

International Section 214 Notification of Pro Forma Transfer of Control over Telenor Satellite, Inc. Answers to Questions 14-20 Please note that questions 14-20 were inadvertently filled-in on the electronic form and could not be reset. These questions do not need to be answered according to the online form because this is a notification of a pro forma transfer of control. Accordingly, please disregard the answers to these questions.


Document Created: 2005-12-15 14:41:43
Document Modified: 2005-12-15 14:41:43
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