Attachment Transfer Application

This document pretains to ITC-T/C-20110617-00172 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2011061700172_895432

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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