Attachment March 30 2007 Letter

This document pretains to ITC-T/C-20061215-00575 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2006121500575_571818

HOGAN & colmese © HARTSON fasimgancaoove° +1.202.637.5600 Tel +1.202.637.5910 Fax www.hhlaw.com March 12, 2007 Karis A. Hastings Counsel +1,202.637.5767 kahastings@hhlaw.com BY HAND DELIVERY AND ELECTRONIC FILING Ms. Marlene H. Dortch Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 Re: Telenor ASA, Transferor, and Inceptum 1 AS, Transferee, Consolidated Application for Consent to Transfer ofControl and Petition for Declaratory Ruling, IB Dkt No. 06—225, FCC File Nos. ISP—PDR—20061129—00017, et al. FTMSC US, LLC, Amendments to Applications for Section 214 Authority andfor Earth Station Licenses, Requests for Special Temporary Authority, and Petition for Declaratory Ruling, File Nos. ITC—AMD—20060804—00288, SES—AMD—20060804—01315, ITC—STA—20070301—00092, SES—STA—20070216—00243, & ISP—PDR—20060804—00010 Response to Questions and Notification Pursuant to Section 1.65 Dear Ms. Dortch: Inceptum 1 AS ("Inceptum") and MobSat S.A.S. ("MobSat"), by their attorneys and pursuant to Section 1.65 of the Commission‘s rules, 47 C.F.R. § 1.65, hereby respond to the Commission‘s questions and supplement the record in the above—referenced proceedings to provide additional information regarding the ownership of Inceptum and MobSat. Because Inceptum and MobSat are under common ultimate ownership and control, we are presenting the information about both entities in a single filing. Attached to this letter is an appendix that answers the specific questions regarding the parties‘ ownership that the Commission staff sent on March 1, and provides additional supplemental information regarding the ownership of Inceptum and MobSat. In addition, where appropriate, we have attached updated versions of the exhibits that were submitted with the applications in the above—referenced proceedings.

Ms. Marlene H. Dortch March 12, 2007 Page 2 Please refer any questions regarding these materials to the undersigned. Respectfully submitted, )/o e fr*—— Peter A. Rohrbach Karis A. Hastings Hogan & Hartson L.L.P. 555 13tD Street, N. W. Washington, D.C. 20004 Phone: 202—637—5600 Fax: 202—637—5910 Counsel for Inceptum 1 AS and MobSat S.4.8, Enclosures ce: David Krech Susan O‘Connell Cara Grayer Counsel for Inmarsat. Inc. Counsel for Mobile Satellite Ventures Subsidiary LLC

APPENDIX I. OVERVIEW As described in the pending applications for transfer of control and petition for declaratory ruling, Inceptum 1 AS (“Inceptum”), which is seeking Commission consent to acquire Telenor Satellite Services AS (“TSS”) and its indirect wholly owned FCC-authorized subsidiaries, is ultimately owned by three entities. Apax France VI FCPR, a fonds commun de placement à risques incorporated under French law (“Apax France VI”), holds 72% of the share capital and voting rights of Inceptum. Amboise Investissement SCA (“Amboise”) and Altamir & Cie SCA (“Altamir”) hold respectively 20% and 8% of the share capital and voting rights of Inceptum.1 Similarly, MobSat S.A.S. (“MobSat”), which has acquired control of FTMSC US, LLC (“FTMSC”), is owned by Apax France VI, Amboise, and Altamir, each of which holds the same percentage investment in MobSat as it does in Inceptum.2 The information provided in this Appendix updates and supplements the information previously submitted to the Commission in the Inceptum Consolidated Application and in the MobSat Applications, MobSat Supplement and pending FTMSC requests for special temporary authority, File Nos. ITC-STA-20070301-00092 and SES-STA-20070216-00243. II. ANSWERS TO COMMISSION QUESTIONS CONCERNING INCEPTUM AND MOBSAT OWNERSHIP Answers to the Commission staff’s questions regarding the ownership of Inceptum and MobSat are provided below. There is substantial overlap between the information sought in the two sets of questions. To simplify matters, we are providing a single answer where the information sought is substantially the same. Inceptum Question 1: Please provide the equity interest, if any, that each general partner holds in Apax France VI, Amboise and Altamir. 1 Telenor ASA, Transferor, and Inceptum 1 AS, Transferee, Consolidated Application for Consent to Transfer of Control and Petition for Declaratory Ruling, IB Dkt No. 06-225, FCC File Nos. ISP-PDR-20061129-00017, et al. (“Inceptum Consolidated Application”) at 5-6. At the time the application was filed, Apax France VI, Amboise and Altamir were direct shareholders of Inceptum. The application, however, contemplated the creation of intermediate holding companies through which the Inceptum shares would be held. As discussed below, these holding companies have now been established, and the Inceptum shares are currently held through this holding company structure. 2 See Amendment to Application for Section 214 Authority, File No. ITC-AMC- 20060804-00388, Amendment to Earth Station Application, File No. SES-AMD-20060804- 01315, and Petition for Declaratory Ruling, File No. ISP-PDR-20060804-00010 (collectively, the “MobSat Applications”); Letter of William K. Coulter to Marlene H. Dortch dated Sept. 7, 2006 providing supplemental information (“MobSat Supplement”). 1

MobSat Question 1: To clarify the supplement ownership information provided on behalf of FTMSC US, LLC by letter dated September 7, 2006 in ISP-PDR-20060804-00010 and ITC-AMC-20060804-00388 (“Sept. 7 Letter”), please provide the equity interest, if any, that each of the general partners holds in the three funds invested in MobSat. Our understanding is that the general partners of the three funds are as follows: for Apax France VI – Apax Partners SA; for Amboise – Apax Partners et Compagnie Gérance II SAS and Société Européenne Iéna SAS; for Altamir – Apax Partners et Compagnie Gérance SA and Société Européenne Kléber SA. Answer: • Apax France VI: Apax Partners SA (“APSA”), the general partner and manager of Apax France VI, holds a small equity interest in Apax France VI. Specifically, APSA holds 8,838 Class B shares of Apax France VI. There are a total of 3,340,300 Class B shares and 6,647,196,700 Class A shares of Apax France VI. • Amboise: Apax Partners & Cie Gérance II SAS, the managing general partner of Amboise, and Société Européenne Iéna SAS, general partner of Amboise, have no equity interest in Amboise. • Altamir: Apax Partners & Cie Gérance SA, the managing general partner of Altamir, has no equity interest in Altamir. Société Européenne Kléber SA, which was previously a general partner of Altamir, has been merged into Altamir with Altamir surviving. See the updated ownership chart attached hereto as Annex 1. Inceptum Question 2: The Consolidated Application (Attachment 2, including Figure 1) indicates that Maurice Tchenio holds all of his direct or indirect equity and voting interests in the investment funds jointly with his son Romain. With respect to equity interests, please clarify whether, as Figure 1 indicates, all equity interests held indirectly in Inceptum by Maurice Tchenio are held jointly with Romain Tchenio. While the aggregate indirect equity interest held in Inceptum by Maurice and Romain Tchenio appears to be de minimis, please clarify whether father and son each holds a 50% interest in their aggregate indirect equity interest in Inceptum. MobSat Question 2: The Consolidated Application submitted by Telenor ASA and Inceptum 1 AS in IB Docket No. 06-225 (“Inceptum Application”) indicates that Maurice Tchenio holds all of his direct or indirect equity and voting interests in Apax France, Amboise, and Altamir jointly with his son Romain. (See Inceptum Application, Attachment 2, including Figure 1.) With respect to equity interests, please clarify whether all equity interests held indirectly in MobSat by Maurice Tchenio are held jointly with Romain Tchenio. While the aggregate indirect equity interest held in MobSat by Maurice and Romain Tchenio may be de minimis, please clarify whether father and son each holds a 50% interest in their aggregate indirect equity interest in MobSat. Answer: As described in more detail below, Maurice Tchénio and his son Romain Tchénio hold a joint interest in Apax Partners SNC, which indirectly controls Apax Partners SA, the general partner and manager of Apax France VI. There is no joint ownership by Maurice and Romain Tchénio 2

in any of the other entities described in Attachment 2 and Figure 1 of the Inceptum Consolidated Application. Annex 1 hereto contains an updated and corrected copy of Figure 1 that separately identifies the joint interest of Maurice and Romain Tchénio in Apax Partners SNC and the individual interests held by Maurice Tchénio in other entities. Apax Partners SA, the general partner and manager of Apax France VI, is ultimately controlled by Apax Partners SNC. The share capital of Apax Partners SNC is allocated as follows: Name % of the share capital Maurice Tchénio 0.08% in full ownership 99.92% in usufruct Romain Tchénio 99.92% in bare ownership Total 100.00% Shares representing 99.92% of the share capital of Apax Partners SNC are split between usufruct (“usufruit”) and bare ownership (“nue-propriété”). This means that the rights pertaining to the shares are divided between two holders: • The bare owner (Romain Tchénio) is considered the owner of the shares. He has the right to receive distributions of reserves and has the voting rights pertaining to the shares for any shareholders’ decision amending the articles of association of Apax Partners SNC. • The “usufruitier” (Maurice Tchénio) retains the use of the shares.3 He has the right to receive the annual dividends (if any) and has the voting rights pertaining to the shares for any shareholders’ decisions that do not entail the amendment of the articles of association of Apax Partners SNC. Maurice Tchénio is the sole manager of Apax Partners SNC, and can be removed from that position only by a unanimous vote of the shareholders (including himself). In other Apax France related entities, there is no joint ownership of shares by Maurice Tchénio and Romain Tchénio. The shareholding in the other entities is allocated as follows (references to Maurice Tchénio below indicate that he individually holds full ownership of the stake mentioned): 3 In most cases the usufruitier used to have the full ownership of the shares and transferred the bare ownership to heirs or successors. 3

Apax Partners SA (APSA) Name Nationality/Country % of the share capital of registration MMG SAS France 54.48% Edgard Misrahi France 15.00% Patrick de Giovanni France 11.00% Laurent Ganem France 10.00% Jean-Louis Rambaud France 6.00% Bertrand Pivin France 3.00% Roland Tchénio France 0.50% Maurice Tchénio France 0.02% Ronald Cohen United Kingdom <0.01% (1 share) Alan Patricof United States <0.01% (1 share) Total 100.00% MMG SAS Name Nationality/Country % of the share capital of registration Apax Partners SNC France 62.25% Maurice Tchénio France 37.75% Total 100.00% Société Européenne Iéna SAS (SEI)4 Name Nationality % of the share capital Maurice Tchénio France 24.34% Edgard Misrahi France 19.7% Patrick De Giovanni France 13.12% Laurent Ganem France 9.88% Jean Louis Rambaud France 7.93% Bertrand Pivin France 5.88% Monique Cohen France 4.92% Gilles Rigal France 4.92% Martine Clavel France 3.61% Claude Rosevègue France 2.33% Hervé Descazeaux France 3.36% Total 100.00% 4 Subsequent to filing of the Inceptum Consolidated Application and MobSat Applications, the share capital of Société Européenne Iéna SAS was increased, diluting Maurice Tchénio’s interest in the company. As a result, he no longer holds a majority interest in the company, but he remains the company’s largest single shareholder. 4

Apax Partners & Cie Gérance SA Name Nationality/Country % of the share capital of registration Maurice Tchénio France 79.80% Ronald Cohen United Kingdom 10.04% Alan Patricof United States 10.00% Patrick de Giovanni France 0.04% Roland Tchénio France 0.04% MMG SAS France 0.04% Apax Partners SA France 0.04% Total 100.00% Apax Partners & Compagnie Gérance II SAS Name Nationality/Country % of the share of registration capital Apax Partners & Cie Gérance SA France 99.96% Maurice Tchénio France 0.04% Total 100.00% Inceptum Question 3: Figure 1 indicates that Maurice and Romain Tchenio hold jointly a direct 0.52% interest in APSA. By contrast, pg. 2 of Attachment 2 lists Maurice Tchenio as holding a 0.02% direct interest and Roland Tchenio as holding a 0.50% interest. Please clarify these direct ownership interests. Answer: The description of the ownership of APSA in Attachment 2 at page 2 is correct, and Figure 1 is incorrect. Maurice and Romain Tchénio do not directly hold a joint interest in APSA. As discussed above, the only entity in which Maurice and Romain Tchénio directly hold a joint interest is Apax Partners SNC. Maurice Tchénio holds a 0.02% direct interest in APSA and Roland Tchénio (Maurice’s brother) holds a 0.50% interest in APSA. A corrected and updated copy of Figure 1 is attached as Annex 1. Inceptum Question 4: The list of APSA stakeholders listed in Attachment 2, pg. 2, appears to differ slightly from the list of stakeholders that FTMSC provided in ISP-PDR-20060804-00010. We are asking FTMSC to check its information and ask that you also check the list you provided to allow us to reconcile the records in the two proceedings. MobSat Question 3: The list of stakeholders in Apax Partners S.A. (“APSA”) provided in FTMSC Form 312, as amended, (refer to Exhibit D of the Amended FCC Form 312 and the Sept. 7 Letter) appears to differ slightly from the list of stakeholders submitted in the Inceptum Application, Attachment 2, p. 2. We are asking Inceptum to check its information and ask that you also check the APSA 5

stakeholder list you provided to allow us to reconcile the records in the two proceedings. In addition to the citizenship information provided in the Sept. 7 Letter, please provide the percentage interest held by each named stakeholder in APSA. Answer: The list provided in the Inceptum Consolidated Application, attachment 2, pg. 2, and reproduced above in response to Inceptum and MobSat Question 2, is accurate and up to date. This information supersedes the information that was submitted as part of the MobSat Applications and MobSat Supplement. MobSat Question 3: Please provide a revised, detailed ownership chart that includes all investor groups and other entities in the vertical ownership and control structure of MobSat. Note that some of these entities were mentioned in the FTMSC Form 312, as amended, but were not depicted in the ownership chart provided as Exhibit D (including MMG SAS and Société Européenne Iéna SAS). We request a new chart identifying each group or entity’s equity interest, voting interest, or other controlling interest in the company positioned in the next lower tier of the ownership structure. The chart should allow us to reconcile the records in the FTMSC US, LLC Application and the Inceptum Application. Answer: A detailed chart of the ownership of MobSat is attached as Annex 2. Inceptum Question 5: The Consolidated Application states, in Attachment 2, pg. 2, that Maurice Tchenio manages Apax Partners SNC (SNC) and holds a proxy to vote the SNC shares held by Romain Tchenio. Is this proxy irrevocable or does Romain have the right to revoke the proxy such that Romain is properly considered to have the right to exercise negative control of SNC and ultimately of Inceptum? MobSat Question 5: The Inceptum Application states, in Attachment 2, pg. 2, that Maurice Tchenio manages Apax Partners SNC (SNC) and holds a proxy to vote the SNC shares held by Romain Tchenio. Is this proxy irrevocable or does Romain have the right to revoke the proxy such that Romain is properly considered to have the right to exercise negative control of SNC and ultimately of MobSat? Answer: The terms of ownership of the SNC shares are described in the above response to Inceptum and MobSat Question 2. The rights to vote the SNC shares are divided between Maurice and Romain Tchénio because of the nature of the ownership interest each individual holds in the shares, not through a proxy arrangement. Specifically, as discussed in that response, Maurice Tchénio has voting rights with respect to the SNC shares for any shareholders’ decisions that do not involve the amendment of the SNC articles of association. Furthermore, Maurice Tchénio is the sole manager of SNC, and as such votes the shares held by SNC in other entities. Thus, for companies in which SNC has a controlling interest, Maurice Tchénio determines on behalf of SNC matters including the appointment of directors and the distribution of dividends. Maurice Tchénio can be removed from his position as manager of SNC only by a unanimous vote of the 6


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Document Modified: 2007-06-05 16:13:01
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