Attachment Att. 1

This document pretains to ITC-T/C-20100729-00311 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010072900311_831902

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 30, 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 and also has authorized the foreign ownership of the Stratos Holdings resulting from the instant pro forma transfer of control. 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); Public Notice, Report No. TEL-01444 (rel. July 29, 2010) (granting IBFS File Nos. ISP- PDR-20100628-00013 & ISP-PDR-20100628-00014). Accordingly, the reorganization does not raise any foreign ownership issues. 3

Answer to Question 13 Description of Transaction The pro forma transfer of control occurred as the result of the completion of the second phase of an internal corporate reorganization of various wholly-owned subsidiaries of Inmarsat. The first phase of the reorganization was completed on June 18, 2010 pursuant to all required prior FCC approvals, and all required consummation notices have been filed with respect to that phase of the reorganization. 4 The second phase of the reorganization involved the following steps: · By a succession of share for share exchanges, Inmarsat Finance III Limited (“Finance III”) was passed down from Inmarsat to Inmarsat Holdings Ltd, then to Inmarsat Group Ltd, then to Inmarsat Investments Ltd, and finally to Inmarsat Ventures Ltd. All of these entities already were wholly-owned subsidiaries of Inmarsat, but they resided outside of the direct chain of ownership between Inmarsat and Stratos Holdings. The result of this drop-down is that Finance III now has four intermediate companies between itself and its ultimate parent, Inmarsat. · Next, CIP Canada Investment Inc. (which, in connection with Phase 1 of the reorganization, had already been merged with Stratos Wireless, Inc. (“SWI”)) transferred 100% of the shares of Stratos Holdings Inc. (“Stratos Holdings”) up to CIP UK Holdings Limited (“CIP UK Holdings”). As a result, Stratos Holdings became a direct subsidiary of CIP UK Holdings, and SWI was removed from the ownership chain of Stratos Holdings. · Then CIP UK Holdings transferred 100% of the shares in Stratos Holdings to Inmarsat Group Holdings Inc (“Inmarsat Group Holdings”), in return for which CIP UK Holdings received an issue of new common shares of Inmarsat Group Holdings, and continued to hold 100% of the newly increased share capital. Inmarsat Group Holdings then transferred 20% of the shares of Stratos Holdings to Inmarsat US Services LLC (“US Services”), a subsidiary of Inmarsat Group Holdings. Inmarsat US Investments Limited (“US Investments”) subsequently acquired 100% of a newly issued class of preferred shares in Stratos Holdings, which is the only class of preferred shares issued. The net result of this series of transfers is that (i) Inmarsat Group Holdings, US Services, and US Investments were added as intermediate companies between Stratos Holdings and CIP UK Holdings, and (ii) the shares of Stratos Holdings are now held by Inmarsat Group Holdings (80% of the common shares), US Services (20% of the common shares), 4 See ULS File No. 0004255159 and IBFS File Nos. SES-TC-20100521-000638, SES-TC- 20100521-000639, SES-TC-20100521-000642, SES-TC-20100521-000643 (requesting prior approval for Phase 1 pro forma transaction); ULS File No. 0004295488 and IBFS File Nos. CONSMT2010062200043, CONSMT2010062200044 (notifying Commission of notification of consummation for Phase 1 step); ULS File Nos. 0004316957, 0004317218 and IBFS File No. ITC-T/C-20100716-00290 (notifying Commission of pro forma transaction subject to forbearance treatment). 4

and US Investments (100% of the newly created class of the preferred shares). Once again, all of these entities were, and continue to be, wholly-owned subsidiaries of Inmarsat. They were simply moved around within the Inmarsat organizational structure. Three organizational charts are attached to this exhibit, reflecting (i) the pre- reorganization ownership chain of Stratos Holdings, (ii) the ownership of Stratos Holdings following consummation of Phase 1 of the reorganization, and (iii) the ownership of Stratos Holdings following consummation of Phase 2 of the reorganization. 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.”5 5 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). 5

OWNERSHIP AND CONTROL OF THE STRATOS LICENSEES PRE-REORGANIZATION Inmarsat plc (England and Wales) 100% Inmarsat Finance III Limited *All percentages represent both (England and Wales) equity and voting interests. 100% CIP UK Holdings Limited (England and Wales) 100% CIP Canada Investment Inc. (Canada) 100% Stratos Global Corp. (Canada) 100% Stratos Wireless Inc. (Canada) 100% Stratos Holdings, Inc. (Delaware) 100% Stratos Mobile Stratos Offshore Stratos Networks, Inc. Services Company Communications Inc. (Delaware) (Delaware) (Delaware)

OWNERSHIP AND CONTROL OF THE STRATOS LICENSEES POST CONSUMMATION OF PHASE 1 OF THE REORGANIZATION Inmarsat plc (England and Wales) *All percentages represent both 100% equity and voting interests. Inmarsat Finance III Limited (England and Wales) 100% CIP UK Holdings Limited (England and Wales) 100% Stratos Wireless Inc. (Canada) 100% Stratos Holdings, Inc. (Delaware) 100% Stratos Mobile Stratos Offshore Stratos Networks, Inc. Services Company Communications Inc. (Delaware) (Delaware) (Delaware)

OWNERSHIP AND CONTROL OF THE STRATOS LICENSEES POST CONSUMMATION OF PHASE 2 OF THE REORGANIZATION Inmarsat plc (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% CIP UK Holdings Limited (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 Whales) Stratos Holdings, Inc. (Delaware) 100% Stratos Mobile Stratos Offshore Stratos Networks, Inc. Services Company Communications Inc. (Delaware) (Delaware) (Delaware)


Document Created: 2010-07-29 14:38:56
Document Modified: 2010-07-29 14:38:56
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