Attachment Transfer Application

This document pretains to ITC-T/C-20110617-00171 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2011061700171_895431

                         Catherine Wang
                         Nguyen Vu
                         (202) 373-6000 (Telephone)
                         (202) 373-6001 (Facsimile)
                         catherine.wang@bingham.com
                         nguyen.vu@bingham.com


                         June 17, 2011

                         Via Electronic Filin;?

                         Marlene H. Dortch, Secretary
                         Federal Communications Commission
                         International Bureau Applications
                         P.O. Box 979093
                         St. Louis, MO 63197-9000

                                   Re:   In the Matter of the Joint Application of EMS Technologies, Inc.
                                         ("Transferor") and Honeywell International Inc. ("Transferee") for
                                         Grant of Authority to Complete an Indirect Transfer of Control
                                         Authorized International Section 214 Carriers

                         Dear Ms. Dortch:

                         On behalf of EMS Technologies, Inc. ("EMS"), Honeywell International Inc.
                         ("Honeywell"), enclosed please find an application for approval of an indirect transfer of
                         control of EMS Technologies Canada, Ltd. and EMS Aviation, Inc. ("Licensees"), from
                         EMS to Honeywell.

                         This filing and the applicable credit card payment in the amount of $2,030.00, which
                         satisfies the filing fee required for this Combined Application under line 2.b of Section
                         1.1105 of the Commission's Rules, are being submitted electronically through the
                         MyIBFS. Applicants are simultaneously filing the Application with the Wireline
                         Competition Bureau, in accordance with the Commission's rules.
               Boston
             Hartford    Respectfully submitted,
           Hong Kong
              London
          Los Angeles
             New York
       Orange County
        San Francisco
        Santa Monica
                         Counsel for Honeywell International Inc.
        Silicon Valley
                Tokyo
          Washington




Bingham McCutchen LLP
      202o K Street NW
       Washington, DC
          2ooo6-1806


    T +1.202.373.6ooo
    F +1.202.373.6ooi
         bingham.com     A/74338929.1


                                   Before the
                     FEDERAL COMMUNICATIONS COMMISSION
                              Washington, D.C. 20554




In the Matter of the Joint Application of       )

EMS Technologies , Inc.,                        )
     Transferor,                                )      WC Docket No. 1I-

EMS Technologies Canada , Ltd.,                 )
     Licensee,                                  )

EMS Aviation, Inc.                              )
     Licensee,                                  )      File No. ITC-T/C-2011

and                                             )

Honeywell International Inc.                    )
     Transferee,                                )

For Authority Pursuant to Section               )
214 of the Communications Act of 1934,          )
as Amended, for the Transfer of Control of      )
Authorized U.S. Domestic and International      )
Communications Common Carriers                  )


                                    JOINT APPLICATION

        Pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C.

§ 214 (the "Communications Act"), and Sections 63.04, 63.18 and 63.24 of the Commission's

Rules, 47 C.F.R. §§ 63.04, 63.18, 63.24, EMS Technologies, Inc. ("EMS"), EMS

Technologies Canada, Ltd., ("EMS Canada"), EMS Aviation, Inc. ("EMS Aviation"), and

Honeywell International Inc. ("Honeywell") (together with EMS, EMS Canada, and EMS

Aviation, the "Applicants"), through undersigned counsel, hereby request consent to the

indirect transfer of control of EMS Canada and EMS Aviation by virtue of the acquisition of


their parent company, EMS,' by Honeywell.              EMS Canada and EMS Aviation are non-

dominant carriers authorized by the Commission to provide domestic and international

telecommunications services. Immediately following the merger, Honeywell will contribute

its interest in EMS to Hand Held Products, Inc. ("Hand Held"), a wholly owned subsidiary of

Honeywell. Accordingly, as a result of the Transaction, EMS (and its subsidiaries) will be

indirectly controlled by Honeywell.

          Although the proposed transaction will result in a change in the ultimate ownership of

EMS Canada and EMS Aviation, no assignment of authorizations, assets or customers will

occur as an immediate consequence of the proposed transaction. Immediately following the

transaction, EMS Canada and EMS Aviation will continue to provide service to their existing

    customers pursuant to their authorizations under the same rates, terms and conditions.

    Accordingly, this transaction will have no immediate effect on the customers of EMS Canada or

    EMS Aviation. In support of this Joint Application, the Applicants respectfully submit the

    following information.

1.        REQUEST FOR STREAMLINED PROCESSING

          Applicants respectfully submit that this Joint Application is eligible for streamlined

processing pursuant to Sections 63.12(a)-(b) of the Commission's Rules, 47 C.F.R. §§ 63.12(a)-

(b).     In particular, none of the exclusionary criteria set forth in Section 63.12(c) applies, as

i       Simultaneously with this Joint Application and in conjunction with the same transaction,
the  Applicants   are also submitting applications to transfer control of the domestic 214
authorizations held by EMS Aviation and EMS Canada and an earth station authorization, three
private radio licenses, and an experimental license held by another EMS subsidiary, LXE Inc. As
required by Section 63.04(b) of the Commission's Rules, Exhibit B sets forth the required
information to transfer EMS Canada's and EMS Aviation's domestic 214 authorities.
2      EMS Aviation's international Section 214 authority was originally granted to Sky
Connect LLC. A notice was filed with the Commission of the pro forma assignment of the
license to EMS Aviation. The assignment was granted effective February 10, 2011. See
International Authorizations Granted, Public Notice, 26 FCC Rcd. 1359, at 5 (Feb. 10, 2011).



                                                   2


described more fully in Part V, below.         Accordingly, this Joint Application qualifies for

streamlined processing pursuant to Section 63.12 of the Commission's Rules.

II.     DESCRIPTION OF APPLICANTS

       A.       Honeywell International Inc.

        Honeywell is a publicly traded Delaware corporation (NYSE: HON) with its principal

offices at 101 Columbia Road, Morristown, NJ 07962. Honeywell is a Fortune 100 diversified

technology and manufacturing company, serving commercial and government customers

worldwide with aerospace products and services; control technologies for buildings, homes, and

industry; automotive products; turbochargers; and specialty materials.        Honeywell and its

subsidiaries hold numerous equipment authorizations and a variety of licenses granted by the

Commission, including authorizations for non-common carrier mobile earth station terminals

under Part 25 of the Commission's Rules, experimental licenses, and various wireless licenses.3

These licenses are used in support of Honeywell's core manufacturing and technology solution

operations. Honeywell does not hold authority under Section 214 to operate as a domestic or

international carrier.

        B.     EMS Technologies , Inc., EMS Technologies Canada , Ltd., and EMS
        Aviation, Inc.

        EMS is a publicly traded Georgia corporation (NASDAQ: ELMG) with principal offices

located at 660 Engineering Drive, Norcross , Georgia 30092 . EMS is a leading innovator in the

design and manufacture of wireless , satellite and defense solutions, and focuses its unique range

of advanced technologies on the needs of broadband and mobile information users. EMS itself

does not hold any Commission authorizations to provide telecommunications services, although



3       Honeywell or its subsidiaries hold wireless licenses granted by the Commission for
aircraft, aeronautical, and aviation services, along with various land mobile licenses.



                                                  3


in addition to EMS Aviation ' s and EMS Canada ' s 214 domestic and international authorizations,

other EMS subsidiaries hold other Commission licenses.4 Further information about EMS can be

found on the company ' s web site at www. ems-t.com.

       EMS' wholly owned subsidiary, EMS Canada, a Canadian company with offices 1725

Woodward Dr., Ottawa, Ontario, K2C OP9, provides wireless connectivity solutions addressing

the enterprise mobility, communications -on-the-move, tracking and in -flight connectivity

markets for both commercial and government users under its blanket domestic Section 214

authorization and international Section 214 authority pursuant to File No. ITC-214-20030314-

00148 , granted on April 25, 2003.

       EMS Aviation, another wholly owned subsidiary of EMS, has its principal offices located

at 121 Whittendale Drive, Suite A, Morristown , NJ 08057. EMS Aviation is a New Jersey

company that provides satellite-based broadband communications under its blanket domestic

Section 214 authorization and international Section 214 authority pursuant to File No. ITC-214-

20081020 -00470, granted on December 19, 2008.

       III.    DESCRIPTION OF THE TRANSACTION

       On June 13, 2011 , EMS and Honeywell entered into an Agreement and Plan of Merger

("Merger Agreement") whereby Egret Acquisition Corp., a Georgia corporation and wholly owned

subsidiary of Honeywell, will merge with and into EMS , with EMS surviving (the "Transaction").

The acquisition will be accomplished through a tender offer for the majority of EMS' publicly

traded shares. Immediately following the merger , Honeywell will contribute the shares in EMS




4
       See supra, note 1.



                                                4


to Hand Held, a wholly owned subsidiary of Honeywell.s           Accordingly , as a result of the

Transaction, EMS (and its subsidiaries) will be indirectly controlled by Honeywell.

         As a result of the acquisition , EMS will become a wholly owned subsidiary of Honeywell,

and Honeywell will become the ultimate parent of EMS Canada and EMS Aviation .              For the

Commission ' s convenience , diagrams depicting the pre- and post-Transaction corporate structure of

the companies are attached hereto as Exhibit A.

         Honeywell is managerially , technically , and financially well-qualified to become the new

ultimate owner of EMS Canada and EMS Aviation . As noted above , Honeywell is a U.S.-based

leading global manufacturer and technology provider in aerospace, automation and control,

transportation and other sectors. Honeywell and its subsidiaries hold various authorizations

granted by the Commission to support its core businesses . For additional detail on the financial

and managerial qualifications of Honeywell , please see www.honeywell . com. EMS Canada and

EMS Aviation will have access to expanded managerial , technical and financial resources as a

result   of the Transaction and will remain well-qualified to provide high-quality

telecommunications services supported by experienced Honeywell management.

         IV.    PUBLIC INTEREST CONSIDERATIONS

         Applicants submit that the Transaction described herein will serve the public interest.

The indirect transfer of control of EMS Canada and EMS Aviation to Honeywell will allow

Honeywell to expand and strengthen its operations in several divisions including its aerospace

division, enabling it to enhance its satellite communications technology and solutions business.



5      The contribution of the EMS shares from Honeywell to Hand Held, a Delaware
corporation, will not result in a change in the ultimate corporate parent of EMS. To the extent
required by Section 63.24 of the Commission ' s Rules, Honeywell and Hand Held hereby notify
the Commission of this pro forma intra-corporate transaction that will insert Hand Held into the
ownership chain.



                                                  5


Customers will greatly benefit from new products and solutions, enabling them to leverage the

strong global growth of high-speed wireless and satellite data services.          Following the

Transaction, EMS Canada and EMS Aviation will have access to the expanded managerial and

financial support of Honeywell. In addition, after the Transaction is consummated, EMS Canada

and EMS Aviation will provide the same high-quality telecommunications services as are

currently offered. Moreover, the Transaction between these companies whose core businesses

are manufacturing and technology solutions does not implicate any competitive concerns

regarding the provision of telecommunications services.

       The Transaction will not result in a change of carrier for any customer or any assignment

of existing Commission authorizations. Further, EMS Canada's and EMS Aviation's customers

receiving service pursuant to their Section 214 authorities will continue to obtain the same

services that they currently receive without any immediate changes to the rates, terms and

conditions following the Transaction. Accordingly, the Transaction will be virtually transparent

to customers, and in no event will it result in the discontinuance, reduction, loss, or impairment

of service to customers.

       V.        INFORMATION REQUIRED BY SECTION 63.24(e)

       Pursuant to Section 63.24(e) of the Commission's Rules, 47 C.F.R. § 63.24(e), the

Applicants submit the following information requested in Sections 63.18 (a)-(d) and (h)-(p) in

support of this Joint Application:

        (a)      Name, address and telephone number of each Applicant:

        Transferor:

              EMS Technologies, Inc.                                FRN: 0018306233




                                                 6


      600 Engineering Drive
      Norcross, GA
      Tel: (770) 263-9200

Licensee:

      EMS Technologies Canada, Ltd.                             FRN: 0008558561
      1725 Woodward Drive
      Ottawa, ON K2C OP9
      Tel: (613) 727-1771

Licensee:

      EMS Aviation, Inc.                                        FRN: 0020514949
      121 Whittendale Drive
      Morristown, NJ 08057
      Tel: (856) 234-5020

Transferee:

      Honeywell International Inc.                              FRN: 0004452231
      101 Columbia Road
      P.O. Box 4000
      Morristown, NJ 07962
      Tel: 973-455-2000

(b)      Jurisdiction of Applicants:

      Transferor:              EMS is a Georgia corporation.

      Licensee:                EMS Canada is a Canadian company.

      Licensee:                EMS Aviation is a New Jersey corporation.

      Transferee:               Honeywell is a Delaware corporation.


(c)       Correspondence concerning this Joint Application should be sent to:

 For Honeywell:                               With a Copy to:

 Catherine Wang                               George S. Smith II
 Nguyen Vu                                    General Counsel
 Bingham McCutchen LLP                        Honeywell Scanning and Mobility
 2020 K Street, NW                            Honeywell International, Inc.
 Washington, D.C. 20006                       700 Visions Dr.
 (202) 373-6000 (Tel)                         Skaneateles Falls, NY 13153



                                          7


(202) 373-6001 (Fax)
catherine.wang@bingham.com               (315) 554-6000 (Tel)
nguyen.vu@bingham.com                    (315) 685-3172 (Fax)

Counsel for Honeywell International
Inc.
For EMS:                                 With a Copy to:

Alfred Mamlet                            Timothy C. Reis
Stephanie Roy                            Vice President & General Counsel
Steptoe & Johnson LLP                    EMS Technologies, Inc.
1330 Connecticut Ave., NW                660 Engineering Drive
Washington, D.C. 20036                   Norcross, GA 30092
(202) 429-6278 (Tel)                     (770) 263-9200 (Tel)
(202) 429-3902 (Fax)                     (770) 447-4397 (Fax)
amamlet@steptoe.com
sroy@steptoe.com

 Counsel for EMS Technologies, Inc.,
 EMS Technologies Canada, Ltd., and
 EMS Aviation, Inc.


(d)    Section 214 Authorizations Held

Transferor:           EMS does not hold any domestic or international Section 214
                      authority.

Licensee:             EMS Canada holds a blanket domestic Section 214 authorization,
                      and an international Section 214 authority pursuant to File No.
                      ITC-214-20030314-00148 granted on April 25, 2003.

Licensee:             EMS Aviation holds a blanket domestic Section 214 authorization,
                      and an international Section 214 authority pursuant to File No.
                      ITC-20081020-0047 granted on December 19, 2008.

Transferee:           Honeywell does not hold any domestic or international Section 214
                      authority.

(h)    Pre- and Post-Transaction Ownership of Honeywell:

       The following entity currently holds a ten percent (10%) or greater equity interest
       in Honeywell:

              Name:                  State Street Corporation




                                        8


                     Address:                 One Lincoln Street
                                              Boston, MA 02111
                     Citizenship:             U.S.
                     Interest Held:           10.1 %6
                     Principal Business:      Financial Services

              No entity currently holds a 10% or greater interest in State Street Corporation.

              Following the consummation of the Transaction, the following entity will hold a
              ten percent (10%) or greater equity interest in Honeywell:

                     Name:                    State Street Corporation
                     Address:                 One Lincoln Street
                                              Boston, MA 02111
                     Citizenship:             U.S.
                     Interest Held:           10.1%
                     Principal Business:      Financial Services

              Following consummation of the Transaction, Honeywell will own 100% of EMS,
              and indirectly, EMS Canada and EMS Aviation.

              Honeywell will not have any interlocking directorates with a foreign       carrier.7



       (i)    The Transferee certifies that following consummation of the Transaction: (i)
              Transferee will not be a foreign carrier within the meaning of Section 63.09(d) of
              the Commission's Rules, 47 C.F.R. § 63.09(d); and (ii) Transferee will not
              become affiliated with a foreign carrier.

       (J)    The Transferee certifies that through the indirect acquisition of control of EMS
              Canada and EMS Aviation, Transferee does not seek to provide international
              telecommunications services to any country where (i) Transferee is a foreign
              carrier, (ii) Transferee controls a foreign carrier in that country; (iii) any entity that
              owns more than 25% of Transferee, or controls Transferee, controls a foreign
              carrier in that country; or (iv) two or more foreign carriers (or parties that control
              foreign carriers) own, in the aggregate more than 25% of Transferee and are
              parties to, or the beneficiaries of, a contractual relationship affecting the provision
              or marketing of international basic telecommunications services in the United
              States.

6      State Street Corporation and its subsidiaries hold in the aggregate 10.1% of the
outstanding shares of Honeywell. Of that 10.1%, one of the subsidiaries, State Street Bank and
Trust Company, held 6.5% of Honeywell's outstanding shares as trustee for Certain Honeywell
savings plans. Therefore, the shares held for State Street's own account is less than 10%.
7      One of Honeywell's Directors, Jaime Chico Pardo, is also a Director of AT&T, Inc.
("AT&T"). While AT&T itself is not a foreign carrier, AT&T may have subsidiaries who
operate as carriers in foreign countries.



                                                  9


              Not applicable.

              Not applicable.

       (m)    Not applicable.

       (n)    The Transferee certifies that it has not agreed to accept special concessions
              directly or indirectly from any foreign carrier with respect to any U.S.
              international route where the foreign carrier possesses market power on the
              foreign end of the route and will not enter into such agreements in the future.

       (o)    Applicants certify that they are not subject to a denial of federal benefits pursuant
              to Section 5301 of the Anti-Drug Abuse Act of 1998. See 21 U.S.C. § 853a; see
              also 47 C.F.R. §§ 1.2001-1.2003.

       (P)    Applicants respectfully submit that this Application is eligible for streamlined
              processing pursuant to Section 63.12(a)-(b) of the Commission's Rules, 47 C.F.R.
              § 63.12(a)-(b).

       VI.     CONCLUSION

       For the reasons stated above, Applicants respectfully submit that the public interest,

convenience, and necessity would be furthered by the grant of this Joint Application.


                                                  Respectfully submitted,

     /s/                                                 /s/
Alfred Mamlet                                     Catherine Wang
Stephanie Roy                                     Nguyen Vu
Steptoe & Johnson LLP                             Bingham McCutchen LLP
1330 Connecticut Ave., NW                         2020 K Street, NW
Washington, D.C. 20036                            Washington, D.C. 20006
(202) 429-6278 (Tel)                              (202) 373-6000 (Tel)
(202) 429-3902 (Fax)                              (202) 373-6001 (Fax)
amamlet@steptoe.com                               catherine.wang@bingham.com
sroy@steptoe.com                                  nguyen.vu@bingham.com


Counsel for EMS Technologies, Inc., EMS          Counselfor Honeywell International Inc.
Technologies Canada, Ltd., and EMS Aviation,
Inc.


Dated: June 17, 2011



                                                10


                      Exhibit A

Illustrative Pre- and Post-Transaction Corporate Charts


                                               Pre-Transaction



     Honeywell International Inc.                                        EMS Technologies, Inc.
           (Delaware)                                                         (Georgia)




                                                              EMS Technologies           EMS Aviation, Inc.
 Hand Held              Egret Acquisition
                              Corp.                             Canada, Ltd.               (New Jersey)
Products, Inc.
                           (Georgia)                             (Canada)
 (Delaware)




                                               Post-Transaction

                                        Honeywell International Inc.
                                              (Delaware)




                                            Hand Held Products, Inc.
                                                  (Delaware)




                                            EMS Technologies, Inc.
                                                 (Georgia)




                   EMS Technologies Canada,                       EMS Aviation, Inc.
                            Ltd.                                    (New Jersey)
                          (Canada)


                                             EXHIBIT B

                         Information Required by Section 63.04(b) for
                      Transfer of Control of Domestic 214 Authorizations

       Pursuant to Section 63.04(b) of the Commission's Rules, 47 C.F.R. § 63.04(b), the

Applicants submit the following information requested in Section 63.04(a)(6) - (a)(12) in support

of this Joint Application.

(a)(6) Description of the Transaction:

        Please see Part III of the Joint Application, above, for a description of the transaction.

(a)(7) Description of Geographic Areas

        Honeywell does not hold any domestic or international Section 214 authority.                 EMS

Aviation and EMS Canada provide domestic 214 services across the United States as part of a

terrestrial network that complements their MSS-based services.

(a)(8) Streamlined Processing

        Applicants respectfully submit that this Joint Application qualifies for presumptive

streamlined processing under Section 63.03(b)(2)(i) of the Commission's Rules because the

Transaction will not create any acquisition-specific effects in any interexchange or local

exchange market. In particular, none of the exclusionary criteria set forth in Section 63.03(b)

applies, as described more fully in Part V of the Joint Application, above.

(a)(9) Other Commission Applications to the Transaction

        Simultaneously with this Joint Application and in conjunction with the same Transaction,

the Applicants are also submitting applications to transfer control of EMS Canada's and EMS

Aviation's international Section 214 authorizations, and an earth station authorization, three

private radio licenses, and an experimental license all held by another EMS subsidiary, LXE Inc.

(a)(10) Special Consideration


       Applicants are requesting expedited consideration of this Joint Application to allow for

consummation of the Transaction in a timely manner.

(a)(11) Waiver Requests

       No waiver requests are being sought in conjunction with the Transaction.

(a)(12) Public Interest Statement

       Applicants submit that the Transaction described herein will serve the public interest.

The indirect transfer of control of EMS Canada and EMS Aviation to Honeywell will allow

Honeywell to expand and strengthen its operations in several divisions including its aerospace

division, enabling it to enhance its satellite communications technology and solutions business.

Customers will greatly benefit from new products and solutions, enabling them to leverage the

strong global growth of high-speed wireless and satellite data services.            Following the

Transaction, EMS Canada and EMS Aviation will have access to the expanded managerial and

financial support of Honeywell. In addition, after the Transaction is consummated, EMS Canada

and EMS Aviation will provide the same high-quality telecommunications services as are

currently offered. Moreover, the Transaction between these companies whose core businesses

are manufacturing and technology solutions does not implicate any competitive concerns

regarding the provision of telecommunications services.      The Transaction will not result in a

change of carrier for any customer or any assignment of existing Commission authorizations.

Further, EMS Canada's and EMS Aviations' customers receiving service pursuant to their

Section 214 authorities will continue to obtain the same services that they currently receive

without any immediate changes to the rates, terms and conditions following the Transaction.

Accordingly, the Transaction will be virtually transparent to customers, and in no event will it

result in the discontinuance, reduction, loss, or impairment of service to customers.




                                                 3



Document Created: 2011-06-17 18:59:59
Document Modified: 2011-06-17 18:59:59

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