Attachment Narrative

This document pretains to ITC-T/C-20110818-00266 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2011081800266_912971

Attachment 1 Page 1 of 6 ATTACHMENT 1 Chrysaor S.à r.l. (“Chrysaor”) and Astrium Holding S.A.S. (“Astrium”) (together “Applicants” or “Parties”), hereby request Commission consent pursuant to Section 214 of the Communications Act of 1934, as amended, and Section 63.24 of the Commission’s rules, 47 C.F.R. § 63.24, to the transfer of control to Astrium of Mobsat Group Holding S.à r.l. (“MGH”) and its wholly owned subsidiaries. On July 30, 2011 Chrysaor, other shareholders of MGH and Astrium entered into a Share Purchase Agreement pursuant to which Astrium has agreed to acquire all of the outstanding shares of capital stock of MGH. The transaction thus will result in a change in control of two indirect wholly-owned MGH subsidiaries that hold authorizations issued pursuant to Section 214 of the Act1 to provide international telecommunications services or have applications pending for such authority: Vizada, Inc. and Marlink, Inc. (collectively, the MGH Subsidiaries”). The Parties, the proposed transaction and its public interest benefits are described in more detail in the Consolidated Application for Consent to Transfer of Control and Petition for Declaratory Ruling, a copy of which is attached as Exhibit A. Answer to Question 10: Correspondence concerning this Application should be addressed to: For Chrysaor and the MGH Subsidiaries: Karis Hastings Hogan Lovells US LLP 555 13th Street, N.W. Washington, D.C. 20004-1109 Phone: (202) 637-5600 Fax: (202) 637-5910 E-mail: karis.hastings@hoganlovells.com With a copy to: Robert Swanson 2600 Tower Oaks Boulevard Rockville, MD 20852 Phone: (301) 838-7807 Fax: (301) 838-7752 E-mail: rob.swanson@vizada.com 1 Vizada, Inc. also holds fixed and mobile earth station licenses, an experimental authorization, and a business radio license. The Parties are concurrently filing applications seeking Commission consent to the transfer of control of these licenses.

Attachment 1 Page 2 of 6 For Astrium: Allan G. Moskowitz, Esq. 10845 Tuckahoe Way North Potomac, MD 20878 Phone: (301) 908-4165 Fax: (301) 251-1353 E-mail: amoskowitz@amoskowitzlaw.com With a copy to: Claude Jeanne Dubreuil, Esq. Secretary and General Counsel Astrium Holding S.A.S. 6, rue Laurent Pichat 75016 Paris France Phone: +33177758027 Fax: +33177758014 E-mail: claude.dubreuil@astrium.eads.net In addition to the authorization identified in response to Question 4 of the Commission’s electronic form, the MGH Subsidiaries hold the following Section 214 authorizations: Marlink, Inc.: ITC-214-20010529-00341, ITC-ASG-20030410-00275 Vizada, Inc. holds numerous Section 214 authorizations as granted by the Commission which are included in a complete list of the international Section 214 authorizations held by the MGH Subsidiaries set forth in Attachment 1 to Exhibit A under the heading “Section 214 Authorizations.” Answer to Question 11: The following are the names, addresses, citizenship, and principal businesses of any person or entity that will directly or indirectly control a ten percent or greater interest in Astrium at the time the proposed transaction is consummated. More detailed information regarding the ownership and control of Astrium is provided in Attachment 2 to Exhibit A. Name of Beneficial Owner: EADS Astrium N.V. Business Type: Holding Company Address: Mendelweg 30 2333CS Leiden Netherlands Citizenship: Netherlands Percentage of Ownership: 100% direct ownership of Astrium

Attachment 1 Page 3 of 6 Name of Beneficial Owner: European Aeronautic Defence and Space Company EADS N.V (“EADS”) Business Type: Publicly Traded Company Address: Mendelweg 30 2333CS Leiden, The Netherlands Citizenship: Netherlands Percentage of Ownership: 100% indirect ownership of Astrium Name of Beneficial Owner: EADS Participations B.V. Business Type: Partnership Address: Drentesstraar 24 1083HK Amsterdam The Netherlands Citizenship: Netherlands Percentage of Ownership: 50.39% (50.59% vote) indirect ownership of Astrium. Pursuant to a contractual relationship between three shareholders, each described more fully below, these shareholders have pledged the voting rights over their shares to EADS Participations B.V. Name of Beneficial Owner: Sociète de Gestion de L’Aeronautique, de la Dèfense et de l’Espace (“SOGEADE”) Business Type: Partnership Address: 121 Avenue de Malakoff 75116 Paris France Nationality: France Percentage of Ownership: 22.46% (22.55% vote) indirect ownership of Astrium. One of the partners of EADS Participations B.V., SOGEADE is a partnership between Société de Gestion de Participations Aéronautiques, (“SOGEPA”) a French state holding company owned by the French government, and Désirade, a wholly owned subsidiary of Lagardère SCA, a French publicly traded company. Name of Beneficial Owner: Société de Gestion de Participations Aéronautiques (“SOGEPA”) Business Type: French State Holding Company Address: 121 Avenue de Malakoff 75116 Paris France Nationality: France Percentage of Ownership: Via its partnership interest in SOGEADE (66.67%), SOGEPA has 14.97% (15.03% vote) indirect ownership of Astrium.

Attachment 1 Page 4 of 6 Name of Beneficial Owner: French State Business Type: Government Address: c/o Ministere de l’Interieur Place Beau Vau 75008 Paris France Nationality: France Percentage of Ownership: 15.03% (15.09% vote) indirect interest in Astrium. The French State indirectly owns 14.97% (15.03% vote) through 100% ownership of SOGEPA and it also directly holds 0.06% of EADS, which ultimately owns 100% of Astrium. Name of Beneficial Owner: Désirade Business Type: Corporation Address: 121 Av. De Malakoff 75116 Paris France Nationality: France Percentage of Ownership: Via its partnership interest in SOGEADE (33.33%), Dèsirade has 7.49% (7.52% vote) indirect ownership of Astrium. One of the partners of EADS Participations B.V., SOGEADE is a partnership between Société de Gestion de Participations Aéronautiques, (“SOGEPA”) a French state holding company owned by the French government, and Désirade, a wholly owned subsidiary of Lagardère SCA, a French publicly traded company. Name of Beneficial Owner: Lagadère SCA Business Type: Publicly traded company Address: 121 Av. De Malakoff 75116 Paris France Nationality: France Percentage of Ownership: 7.49% (7.52% vote) indirect interest in Astrium through 100% ownership of Dèsirade. Name of Beneficial Owner: Daimler Aerospace GmbH & Co. KG (“DASA”) Business Type: Corporation Address: Willy-Messerschmittstrasse 1 D-85521 Ottobrunn Germany Nationality: Germany Percentage of Ownership: 22.46% (22.55% vote) indirect ownership in Astrium. One of the partners of EADS Participations B.V., DASA is 66.67% owned by Daimler Luft-und Raumfarht Holding AG (“DLRH”), which is ultimately owned by Daimler AG, and 33.33% owned by a consortium of private and public investors.

Attachment 1 Page 5 of 6 Name of Beneficial Owner: Daimler Luft-und Raumfahrt Holding AG (‘DLRH”) Business Type: Corporation Address: Epplestrasse 225 70546 Stuttgart Germany Nationality: Germany Percentage of Ownership: 14.96% indirect ownership in Astrium through its 66.67% ownership of DASA. Name of Beneficial Owner: Daimler AG (“Daimler”) Business Type: Publicly traded company Address: Epplestrasse 225 70546 Stuttgart Germany Nationality: Germany Percentage of Ownership: 14.96% indirect ownership in Astrium through its 99.99% ownership of DLRH. Name of Beneficial Owner: Sociedad Estatal de Participaciones Industriales (“SEPI”) Business Type: Corporation Address: C. Velazquez, 134 28006 Madrid Spain Nationality: Spain Percentage of Ownership: 5.47% (5.49% vote) indirect ownership of Astrium. One of the partners in EADS Participations B.V., SEPI is controlled by the Spanish Government. Name of Beneficial Owner: Spanish State Business Type: Government Address: c/o Ministerio de Economia y Hacienda Paseo Castellano 162 28071 Madrid Spain Nationality: Spain Percentage of Ownership: 5.47% (5.49% vote) indirect ownership through its 100% control of SEPI. Answer to Question 13: Chrysaor, other shareholders of MGH and Astrium have entered into a Share Purchase Agreement pursuant to which Astrium will acquire all of the outstanding shares of capital stock of MGH. The transaction thus will result in a change in control of the two indirect wholly-owned MGH subsidiaries that hold authorizations issued pursuant to Section 214 of the Act to provide international telecommunications services: Vizada, Inc. and Marlink, Inc. Additional information regarding the proposed transaction is provided in Section II of Exhibit A.

Attachment 1 Page 6 of 6 Answer to Question 14: Upon consummation of the transaction that is the subject of this Application, Astrium’s United States operating subsidiaries will have affiliations with foreign carriers within the meaning of sections 63.09(d) and (e) of the Commission’s rules that operate in the following countries: France and Algeria. Answer to Question 15: Astrium certifies upon consummation of the proposed transaction that it will be under common control with the following foreign carrier: Carrier Name Countries of Operation Market Power Vizada S.A.S. France and Algeria No Answer to Question 16: The foreign carrier with which Astrium will be affiliated lacks market power in the countries in which it operates. The carrier is not included in the Commission’s most recent “List of Foreign Telecommunications Carriers That Are Presumed to Possess Market Power in Foreign Telecommunications Markets,” DA-07-233, January 26, 2007. In addition, Astrium’s prospective foreign carrier affiliate lacks 50 percent market share in the international transport, intercity services, and local access markets on the foreign end of the U.S.-foreign route. Answer to Question 20: This international Section 214 Application qualifies for streamlined processing pursuant to Section 63.12. Although Astrium will be affiliated with the foreign carrier identified above upon consummation of the proposed transaction, the foreign carrier affiliate is presumed to be non-dominant pursuant to section 63.10(a)(3) of the Commission’s rules because it “lacks 50 percent market share in the international transport and the local access markets on the foreign end of the route.” The parties will not consummate the proposed transaction until after all necessary Commission approvals are obtained.


Document Created: 2011-08-18 17:44:28
Document Modified: 2011-08-18 17:44:28
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