Attachment Att. 1

This document pretains to ITC-T/C-20100716-00290 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010071600290_829830

                                         ATTACHMENT 1

       Inmarsat plc (“Inmarsat”) hereby notifies the Commission pursuant to Section
63.24(f) of the Commission’s rules, 47 C.F.R. § 63.24(f), of the consummation on June
18, 2010 of the pro forma transfer of control of Stratos Holdings, Inc. (“Stratos
Holdings”), holder of international section 214 authorizations listed in the foregoing
application.1 Because Stratos Holdings remained a wholly-owned, indirect subsidiary of
Inmarsat following consummation of the transfer of control, the instant transaction was
pro forma in nature.


Answer to Question 10

Transferor Contact Information

        Diane J. Cornell
        Inmarsat plc
        99 City Road
        London
        United Kingdom
        EC1Y 1AX
        (202) 248-5186
        diane_cornell@inmarsat.com

        With a copy to:

        Christine M. Crowe
        Wilkinson Barker Knauer, LLP
        2300 N Street, NW, Suite 700
        Washington, DC 20037
        (202) 383-3334
        ccrowe@wbklaw.com




        1
            Stratos Holdings holds international section 214 authority to provide facilities-based
international services, international resale services, mobile-to-fixed and fixed-to-mobile Inmarsat Standard
M, Mini-M, and Standard B mobile satellite service via the Inmarsat system in the Atlantic and Pacific
Ocean regions, domestic aeronautical mobile satellite services via the Inmarsat system, and mobile satellite
services via all Inmarsat I-4 satellites. See IBFS File Nos. ITC-214-19901030-00011; ITC-214-19910301-
00010; ITC-214-19910615-00009; ITC-214-19911206-00007; ITC-214-19911206-00008; ITC-214-
19921026-00123; ITC-214-19921026-00124; ITC-214-19930201-00255; ITC-214-19930511-00253; ITC-
214-19931001-00254; ITC-214-19950526-00034; ITC-214-19951001-00032; ITC-214-19951001-00033;
ITC-214-19960101-00012; ITC-214-19961003-00481; ITC-214-19970627-00356; ITC-214-19970804-
00455; ITC-214-19970924-00580; ITC-214-19980121-00028; ITC-214-19980326-00205; ITC-214-
19980828-00591; ITC-214-19981214-00859; ITC-214-20010220-00657; ITC-214-20050826-00351; ITC-
MOD-20040624-00241.



                                                     1


Transferee Contact Information

        Diane J. Cornell
        Inmarsat plc
        99 City Road
        London
        United Kingdom
        EC1Y 1AX
        (202) 248-5186
        diane_cornell@inmarsat.com

        With a copy to:

        Christine M. Crowe
        Wilkinson Barker Knauer, LLP
        2300 N Street, NW, Suite 700
        Washington, DC 20037
        (202) 383-3334
        ccrowe@wbklaw.com


        Prior International Section 214 Authorizations

        Transferee, Inmarsat, currently holds no international Section 214 authorizations
in its own right.


Answer to Question 11 - Direct and Indirect Ownership Information

        Inmarsat plc is a widely-held public company traded on the London Stock
Exchange. The following entities or individuals hold ten percent or greater interests in
Inmarsat plc, and indirectly in Stratos Offshore: Harbinger Capital Partners Master Fund
I, Ltd. (“Master Fund”) (28.13%2); Harbinger Capital Partners Special Situations Fund,
L.P. (“Special Fund”) (28.13%); HGW Holding Company, L.P. (“HGW”) (28.13%),
Harbinger Capital Partners LLC (investment manager to the Master Fund and Special
Fund) (28.13%); Harbinger Capital Partners Special Situations GP, LLC (“HCPSS”)
(general partner of Special Fund) (28.13%); Harbinger Holdings, LLC (managing
member of Harbinger Capital Partners LLC and HCPSS) (28.13%); HGW GP, Ltd
(“HGWGP”) (general partner of HGW) (28.13%); Philip A. Falcone (managing member
of Harbinger Holdings, LLC, portfolio manager to the Master Fund and Special Fund,
and controlling interest holder in HGWGP) (28.13%); and Lansdowne Partners Limited
(“Lansdowne”) (13.04%, aggregate voting power held through management of various

        2
            The ownership interests reported herein reflect the collective holdings of Master Fund and
Special Fund (28.13%) in Inmarsat plc, and are accurate as of the time the Harbinger and Lansdowne
entities submitted notifications to Inmarsat plc regarding their ownership interests therein.



                                                  2


Landsdowne investment funds). The Master Fund, HGW and HGWGP are organized
under the laws of the Cayman Islands, whereas the Special Fund is a Delaware limited
partnership. Each of the other named Harbinger entities is a Delaware limited liability
company. Lansdowne was formed under the laws of England and Wales.

        No other person or entity directly or indirectly holds a ten percent or greater
ownership interest in Inmarsat.3 The address, citizenship, and principle business for the
interest holders disclosed above follows:

Harbinger Capital Partners        Harbinger Capital Partners         Harbinger Capital Partners
LLC                               Master Fund I, Ltd.                Special Situations Fund, L.P.
555 Madison Avenue, 16th Floor    c/o International Fund Services    555 Madison Avenue, 16th Floor
New York, NY 10022                (Ireland) Limited                  New York, NY 10022
Citizenship: United States        3rd Floor, Bishop’s Square         Citizenship: United States
Principle business: Investment    Dublin, Ireland 2                  Principle business: Investment
                                  Citizenship: Cayman Islands
                                  Principle business: Investment
Harbinger Capital Partners        Harbinger Holdings, LLC            HGW GP, Ltd.
Special Situations GP, LLC        555 Madison Avenue, 16th Floor     555 Madison Avenue, 16th Floor
555 Madison Avenue, 16th Floor    New York, NY 10022                 New York, NY 10022
New York, NY 10022                Citizenship: United States         Citizenship: Cayman Islands
Citizenship: United States        Principle business: Investment     Principle business: Investment
Principle business: Investment
HGW Holding Company, L.P.         Landsdowne Partners Limited        Philip Falcone
555 Madison Avenue, 16th Floor    15 Davies Street                   555 Madison Avenue, 16th Floor
New York, NY 10022                London, United Kingdom             New York, NY 10022
Citizenship: Cayman Islands       W1K 3AG                            Citizenship: United States
Principle business: Investment    Citizenship: United Kingdom        Principle business: Investment
                                  Principle business: Investment




Answer to Question 12 – Interlocking Directorates

        Neither Stratos Holdings nor Inmarsat have interlocking directorates with a
foreign carrier.




        3
          The Commission has previously approved the indirect foreign ownership in Stratos Holdings.
See Robert M. Franklin, Transferor and Inmarsat, PLC, Transferee, Consolidated Application for Consent
to Transfer of Control of Stratos Global Corporation and Its Subsidiaries from an Irrevocable Trust to
Inmarsat, plc, Memorandum Opinion and Order and Declaratory Ruling, 24 FCC Rcd 449 (IB 2009).
Accordingly, the reorganization does not raise any foreign ownership issues.



                                                  3


Answer to Question 13

        Description of Transaction

        Before the pro forma transfer, Stratos Holdings was a wholly-owned direct
subsidiary of Stratos Wireless Inc. (“Stratos Wireless”) (a Canadian corporation). In turn,
Stratos Wireless was a wholly-owned direct subsidiary of Stratos Global Corporation
(“Stratos Global”) (also a Canadian corporation), which was a wholly-owned subsidiary
of CIP Canada Investment Inc. (“CIP Canada”), an indirect subsidiary of Inmarsat. In
connection with the pro forma transfer of control, Stratos Wireless and Stratos Global
were merged, with Stratos Wireless emerging as the surviving entity. Immediately
thereafter, CIP Canada was merged with Stratos Wireless, with Stratos Wireless again
emerging as the surviving entity. The net effect of these mergers is that Stratos Global
and CIP Canada have been removed from the chain of ownership between Inmarsat and
Stratos Holdings, with Stratos Holdings remaining under the ultimate ownership and
control of Inmarsat. The Commission has previously stated that in situations, such as the
instant reorganization, where no substantial change of control will occur, “grant of the
application is deemed presumptively in the public interest.”4




        4
          See Federal Communications Bar Association’s Petition for Forbearance from Section 310(d) of
the Communications Act Regarding Non-Substantial Assignments of Wireless Licenses and Transfers of
Control Involving Telecommunications Carriers, 13 FCC Rcd 6293, 6295 (1998).



                                                  4



Document Created: 2019-04-14 20:44:16
Document Modified: 2019-04-14 20:44:16

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