Attachment Attachment 1

This document pretains to ITC-T/C-20160119-00036 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016011900036_1123196

                                                  Astrium Services Business Communications Inc.
                             International Section 214 Pro Forma Transfer of Control Application


                                        ATTACHMENT 1

I.     INTRODUCTION AND SUMMARY OF THE TRANSACTION

        This application notifies the Federal Communications Commission (“FCC”) of the pro
forma transfer of control of Astrium Services Business Communications Inc. (“Licensee”) that
occurred during recent internal corporate restructurings. The Licensee’s immediate parent
company is Astrium Services AS (“Astrium AS”). Astrium AS’s immediate parent company,
Mobsat Group Holding S.à.r.l., was liquidated as of November 10, 2015. The Licensee before
and after the transactions continued to be indirectly controlled by Airbus Group SE (“Airbus”).1
A simplified ownership chart is attached as Exhibit A.

        Additionally, this application notifies the FCC of an earlier pro forma transfer of control
as part of an internal corporate restructuring. On May 16 and 17, 2013, the intermediate
subsidiaries Mobsat Holding 1BV and Mobsat Holding 2BV, respectively, between the Licensee
and its ultimate parent company were removed from the Licensee’s ownership structure. The
Licensee’s direct parent company, Astrium Services Business Communications AS, during the
same restructuring merged with its immediate parent company Mobsat Holding Norway AS,
effective December 12, 2013. The surviving entity became Astrium AS.

        Because the notice of these restructurings is being filed more than 30 days after the
relevant consummation dates, the parties respectfully request a waiver of the 30-day notification
deadline contained in Section 63.24(f)(2)of the FCC’s rules. The Licensee takes its FCC
compliance obligations seriously, and the delay in filing notices with the FCC is purely the result
of an administrative oversight.

        The transactions did not change the Licensee’s foreign ownership as previously approved
by the FCC.2 The Licensee’s immediate parent company is Astrium AS, a wholly owned
subsidiary of Airbus DS Holding SAS. Airbus DS Holding SAS is a wholly owned subsidiary of
Airbus DS Holdings BV, which is a wholly owned subsidiary of Airbus. Thus, the transactions
only involved non-substantial changes in the Licensee’s ownership structure, and the FCC is not
required to revisit the Licensee’s foreign ownership.

       Grant of the application is in the public interest because it will facilitate user access to
continued and uninterrupted satellite communications services.




1
 Airbus was formerly known as Airbus Group N.V., which was formerly known as European Aeronautic
Defence and Space Company EADS N.V. See FCC File Nos. ITC-T/C-20150812-00198, SES-T/C-
20150813-00521, and SES-T/C-20150813-00522.
2
 Application 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. 11-143, FCC File Nos. SES-T/C-20110818-00979 et al.


                                                   1


                                                     Astrium Services Business Communications Inc.
                                International Section 214 Pro Forma Transfer of Control Application


II.       INFORMATION REQUIRED BY SECTION 63.24(f) OF THE COMMISSION’S
          RULES

     The Parties submit the following information pursuant to Section 63.24(f) of the
Commission’s rules, including the information requested in Section 63.18:3

In response to Section 63.18(a):

Astrium Services Business Communications Inc. - Licensee
11707 South Sam Houston Parkway West
Suite A
Houston, TX 77031
Phone: (713) 910-3352
FRN: 0008760456

Mobsat Group Holding S.à.r.l. - Transferor
137 rue du Faubourg Saint Denis
75010 Paris, France
Phone: +33 170489898
FRN: 0019905520

Mobsat Holding 1BV – Prior Transferor
137 rue du Faubourg Saint Denis
75010 Paris, France
Phone: +33 170489898
FRN: 0024927923

Airbus DS Holding SAS – Transferee
51 – 61 route de Verneuil
78130 Les Mureaux, France
Phone and Fax: +33 (0)1 39 06 12 34
FRN: 0024926644

In response to Section 63.18(b):

Licensee is a Delaware corporation. Transferor Mobsat Group Holding S.à.r.l. is a société à
responsabilité limitée (analogous to a limited liability company) organized under Luxembourg
law. Transferee Airbus DS Holding SAS is a société par actions simplifiée (analogous to a
limited liability company) under French law.


3
    47 C.F.R. §§ 63.18, 63.24(e).


                                                   2


                                                Astrium Services Business Communications Inc.
                           International Section 214 Pro Forma Transfer of Control Application


Answer to Question 10

In response to Section 63.18(c):

Please direct correspondence concerning this application to the following:

For the Transferor and Transferee:

Mark W. Brennan
Carly T. Didden
Hogan Lovells US LLP
555 13th Street NW
Washington, DC 20004
Phone: (202) 637-6409
Mark.Brennan@hoganlovells.com


To the Licensee:

Thomas Collins, President
Astrium Services Business Communications Inc.
11707 South Sam Houston Parkway West
Suite A
Houston, TX 77031
Phone: (713) 910-3352
FRN: 0008760456
Tom.Collins@astrium.eads.net


In response to Section 63.18(d):

The Licensee holds International Section 214 authority ITC-214-20010529-00341, which
authorizes the provision of international facilities-based and global resale services.




                                                3


                                                  Astrium Services Business Communications Inc.
                             International Section 214 Pro Forma Transfer of Control Application


Answer to Question 11

The transferee is:

Airbus DS Holding SAS – Transferee
51 – 61 route de Verneuil
78130 Les Mureaux, France
Phone and Fax: +33 (0)1 39 06 12 34
FRN: 0024926644
Principal Business – Satellite Communications Services

Airbus Group SE (“Airbus”), the ultimate parent of the Licensee, is a societas Europaea (a
company formed under European Union corporate law rather than the corporate laws of a
specific country). The ownership of Airbus was described in the applications for consent to the
acquisition of the Licensee and its affiliates, which were granted by the Commission in
December of 2011,4 and the pro forma notification of a corporate restructuring that was granted
in January of 2013.5


Answer to Question 12

Interlocking directorates of the Transferee:

The Transferee has no interlocking directorates.


Answer to Question 13

In response to Section 63.18(h):

As discussed above, three intermediate subsidiaries were removed from the Licensee’s
ownership structure between the Licensee and Airbus, and the Licensee’s direct parent was
merged with an intermediate surviving entity. As a result, the Licensee’s immediate parent is
now Astrium AS, an indirect, wholly owned subsidiary of Airbus.




4
 Application 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. 11-143, FCC File Nos. SES-T/C-20110818-00979 et al.
5
 Notification of the Pro Forma Transfer of Control of Astrium Services Business Communications Inc.,
FCC File No. ITC-T/C-20121128-00315.


                                                   4


                                          Astrium Services Business Communications Inc.
                     International Section 214 Pro Forma Transfer of Control Application



                                   EXHIBIT A
                         Simplified Ownership Structure
        BEFORE                                                     AFTER

     Airbus Group SE                                           Airbus Group SE
      (Netherlands)                                             (Netherlands)


 Airbus DS Holdings BV
      (Netherlands)                                         Airbus DS Holdings BV
                                                                 (Netherlands)
 Airbus DS Holding SAS
        (France)

                                                            Airbus DS Holding SAS
  Mobsat Group Holding                                             (France)
         S.à.r.l.
         (Lux)
[Removed November 2015]
                                                              Astrium Services AS
  Mobsat Holding 2BV                                                (Norway)
         (Lux)
   [Removed in 2013]


  Mobsat Holding 1BV                                       Astrium Services Business
         (Lux)                                               Communications Inc.
   [Removed in 2013]                                              (Delaware)
                                                                  (Licensee)


Mobsat Holding Norway AS
        (Norway)

                                        [Merged in 2013]
Astrium Services Business
  Communications AS
        (Norway)


Astrium Services Business
  Communications Inc.
       (Delaware)
       (Licensee)

                                        5



Document Created: 2016-01-19 18:51:52
Document Modified: 2016-01-19 18:51:52

© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC