Attachment Narrative Attachment

This document pretains to ITC-T/C-20151221-00308 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2015122100308_1119420

Attachment Form 214 TC December 2015 Page 1 of 3 Description of Transaction (Answers to Questions 11 and 13) On July 2, 2015, BGF Investments LP (“BGF”) invested approximately $1.3 million (₤830,400) to acquire a 17.3% equity stake in Broadband Satellite Services Ltd. (“BSS”), a UK company that is the indirect parent of SatCom Global, Inc., the holder of a U.S. International Section 214 authorization permitting it to provide Global or Limited Global Resale under Section 63.18(e)(2) of the Commission’s Rules. See FCC File Nos. ITC-214-20000803-00478 and ITC- T/C-20130612-00172. The impact of this investment, coupled with a smaller one made as part of the same transaction,1 was to reduce the ownership stakes of the two original holders of BSS stock, Ian Robinson and Robert Howes, from 50% each to 40% each. A diagram showing the impact of this new investment on the ownership structure of SatCom Global is provided on page 3 of this Attachment.2 BGF is a limited partnership of which Business Growth Fund plc (“BGF plc”) is the general partner. BGF plc is a private equity firm based in Birmingham, England that was established in 2011 with backing by five of the UK's main banking groups for the purpose of making long-term equity investments in and providing loans to small and medium-sized British businesses. The firm invests in all sectors, primarily focusing on high-tech manufacturing; software and electronics; leisure and tourism; retail; renewable energy and clean-tech; healthcare and life sciences; industrial and business services; outsourcing; and digital businesses. It employs over 100 people at seven regional offices. BGF plc’s headquarters is located at 45 Church Street, Birmingham, United Kingdom B3 2RT. As a result of the BGF investment, and the reduction in the original equity positions, both Messrs. Robinson and Howes reduced their respective stakes in BSS from 50% to 40%, depriving each one of “negative control” of the company. At the time the transaction was consummated, BSS did not recognize that the fact that just 20% of the company’s shares changing hands nonetheless constituted an event requiring notification to the Commission. Following consultation with regulatory counsel during the fall of 2015, BSS undertook a careful review of its regulatory obligations and concluded that the filing of this notification was required under the FCC’s Rules. 1 In the same transaction, Mr. Michael John Butler acquired a 2.7% equity stake in BSS and became the independent, non-executive Chairman of the Board of the company. 2 The transaction presents no new foreign ownership issues, as 100% of BSS’s equity was previously controlled by citizens of the UK, as approved in FCC File No. ITC-T/C-20130612-00172. In addition, SatCom Global remains subject to the January 31, 2014 Letter of Assurances entered into with the U.S. Department of Justice and the U.S. Department of Homeland Security.

Attachment Form 214 TC December 2015 Page 2 of 3 BSS acknowledges that this filing is several months late under the specific requirements of Section 63.24(f)(2) of the FCC’s Rules, which requires notification within thirty (30) days of a pro forma change in control. See 47 C.F.R. § 63.24(f)(2). As described above, the notification is tardy due to the unique characteristics of the original BSS ownership group, wherein two 50% shareholders necessarily exercised control together. The addition of a new stake in the company totaling just 20% deprived each of these investors of the power to unilaterally block company action, even though the two together continue to retain the sizeable majority (80%) of the company’s shares following the new investment. Given these unique circumstances, BSS requests a waiver of Section 63.24(f)(2) to permit this late-filed notification. Acceptance of this notice less than five months after the date provided for under the rules will not undermine the purpose of the rule and will encourage FCC-authorized companies to self-report such relatively minor infractions of the FCC’s rules under similar circumstances. Answer to Question 10: The contact information requested in Section 63.18(c) of the FCC’s Rules is provided in response to Question 2 in Form 214TC. The information required under Section 63.18(d) of the FCC’s Rules concerning the applicant’s existing authority under Section 214 of the Act is provided in paragraph one above.

Attachment Form 214 TC December 2015 Page 3 of 3 Change in Ownership Effected July 2, 2015 Ian Robinson Robert Howes UK Citizen UK Citizen 50% 40% 50% 40% Broadband Satellite Services Limited BGF Investments LP a UK limited company UK Investment Fund 0% 17.3% 100% SatCom Distribution, Inc. a Delaware Corporation 100% SatCom Global, Inc. a Nevada Corp. Section 214 Authority ITC 214 20000803‐00478 KEY Existing Shareholders prior to Transaction New Investor % % Change in Ownership effected July 2, 2015


Document Created: 2015-12-21 15:08:26
Document Modified: 2015-12-21 15:08:26
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