Attachment Attachment 1

This document pretains to ITC-T/C-20121128-00313 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2012112800313_976565

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                                     ATTACHMENT 1

               This submission is to notify the Commission pursuant to Section 63.24(f) of the
Commission’s rules, 47 C.F.R. § 63.24(f), of the consummation on October 31, 2012, of a pro
forma transfer of Astrium Services Government, Inc. (“Astrium Government”), formerly known
as Vizada, Inc. (“Vizada”), which holds international Section 214 authority. 1

Answer to Question 10

Correspondence regarding this application should be addressed to:

Robert W. Swanson
Associate Counsel
Astrium Services Government, Inc.
2600 Tower Oaks Blvd.
Rockville, MD 20852
(301) 838-7807
rob.swanson@astrium.eads-na.com

with a copy to counsel:

Karis A. Hastings
SatCom Law LLC
1317 F Street, N.W.
Suite 400
Washington, D.C. 20004
(202) 599-0975
karis@satcomlaw.com

Neither the transferor, Astrium Holding SAS (“Astrium Holding”), nor the transferee, EADS
North America Holdings, Inc. (“ENAH”), directly holds any international Section 214 authority.

Answer to Question 11

              ENAH, the transferee, is a direct, wholly-owned subsidiary of European
Aeronautic Defence and Space Company EADS N.V. (“EADS”), a Netherlands entity. The
ownership of EADS was described in applications for consent to the acquisition of Vizada and


1
        The Commission previously granted its consent to this pro forma transaction in
connection with applications for transfer of control of the earth station, wireless, and
experimental authorizations held by Astrium Government. See File Nos. SES-T/C-20120928-
00864; SES-T/C-20120928-00865; 0005412861 & 0021-EX-TC-2012. The parties incorporate
the information provided to the Commission in these applications by reference herein.


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its affiliates by an EADS subsidiary, which were granted by the Commission in December of
2011. 2

Answer to Question 13

                This filing reports a pro forma transfer of control that occurred through a minor
restructuring of the Vizada ownership chain approved by the Commission last year. The figures
below show the ultimate ownership and control of Vizada before and after the restructuring.
                As shown in Figure 1, prior to consummation of the restructuring, Vizada’s
immediate parent company Mobsat Holding US Corp. (“MHUS”) was owned through a number
of intermediate subsidiaries by a wholly-owned subsidiary of EADS, Astrium B.V. (“Astrium”),
formerly known as EADS Astrium N.V. ENAH, a Delaware corporation, is a sister company of
Astrium. In order to effectuate the restructuring, the shares of MHUS were transferred by its
parent Mobsat Holding Norway AS successively up the ownership chain to EADS and by EADS
to its subsidiary ENAH. These transfers occurred contemporaneously (i.e., all the transactions
were completed in a single day). Concurrent with consummation of the transfer, Vizada’s name
was changed to Astrium Services Government, Inc., and MHUS was renamed Astrium Americas,
Inc.
                Figure 2 represents the current ownership structure. As depicted there, Astrium
Government (formerly Vizada), a Delaware corporation, remains an indirect, wholly-owned
subsidiary of EADS. The only new entity in the Astrium Government ownership chain is ENAH,
a U.S. corporation.




2
       See Applications of Chrysaor S.à r.l. and Astrium Holding S.A.S. for Consent to Transfer
of Control and Petition for Declaratory Ruling, IB Docket No.11-43, FCC File Nos. SES-T/C-
20110818-00979 et al.


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FIGURE 1: SIMPLIFIED PRE-TRANSFER OWNERSHIP CHART

                       European Aeronautic Defence and
                          Space Company EADS N.V.
                                  (“EADS”)
                              (NETHERLANDS)
100% (97.46% direct;                                     100%
2.54% indirect)
                                               EADS North America
                  Astrium B.V.
                                                  Holdings, Inc.
            f/k/a EADS Astrium N.V.
                                                  (DELAWARE)
                (NETHERLANDS)
                             100%
             Astrium Holding S.A.S.
                   (FRANCE)
                               100%

                 Mobsat Group
                  Holding Sàrl
                (LUXEMBOURG)
                              100%

              Mobsat Holding 2 BV
               (NETHERLANDS)
                               100%

              Mobsat Holding 1 BV
               (NETHERLANDS)
                               100%

          Mobsat Holding Norway AS
                 (NORWAY)
                               100%

            Mobsat Holding US Corp.
                (DELAWARE)
                               100%

                    Vizada, Inc.
                   (DELAWARE)


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FIGURE 2: SIMPLIFIED POST-TRANSFER OWNERSHIP CHART

              European Aeronautic Defence and
                 Space Company EADS N.V.
                         (“EADS”)
                     (NETHERLANDS)
                                  100%

                    EADS North America
                       Holdings, Inc.
                       (DELAWARE)
                                  100%

                    Astrium Americas, Inc.
                f/k/a Mobsat Holding US Corp.
                         (DELAWARE)
                                    100%

              Astrium Services Government, Inc.
                      f/k/a Vizada, Inc.
                        (DELAWARE)



Document Created: 2012-11-28 17:12:38
Document Modified: 2012-11-28 17:12:38

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