Attachment Attachment 1

This document pretains to ITC-T/C-20160119-00044 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016011900044_1123213

Airbus DS Holding SAS, Transferor Toruk AS, Transferee International Section 214 Transfer of Control Application ATTACHMENT 1 (Streamlined Processing Requested) I. INTRODUCTION AND SUMMARY OF THE TRANSACTION Astrium Services Business Communications Inc. (“Licensee”) is the holder of international Section 214 authority for the provision of international facilities-based and global resale services, File No. ITC-214-20010529-00341. Licensee is an indirect, wholly owned subsidiary of Airbus DS Holding SAS (“Airbus” or “Transferor”). Airbus and Toruk AS (“Toruk” or “Transferee”) (together “Applicants”) hereby request Federal Communications Commission (“Commission”) consent to transfer control of the Licensee from Airbus to Toruk. On December 17, 2015, Airbus, Astrium International Holding BV, and Toruk entered into a Share Purchase Agreement (“Agreement”) pursuant to which Toruk will purchase all of the issued and outstanding shares of Astrium Services AS (“Astrium”), an indirect subsidiary of Airbus and the immediate parent of the Licensee. Upon closing, the proposed transaction will result in the transfer of control of the Commission license and authorization held by the Licensee, which are identified on Exhibit 1.1 Toruk is a Norwegian special-purpose acquisition vehicle that is wholly owned by a Luxembourg entity, Makto S.á.r.l. (“Makto”), which in turn is owned by funds managed and controlled by the French private equity firm, Apax Partners MidMarket SAS (“APMM”). The Applicants respectfully request streamlined treatment of this Application pursuant to Section 63.12 of the Commission’s rules, as the application raises no competition or other public-interest concerns. The parties seek to consummate the proposed transaction as soon as practicable, and in any event no later than May 31, 2016. 1 Concurrently with this Application, the Applicants will file an application for consent to transfer control of the non-common carrier Earth Stations On-Board Vessels (“ESV”) license, call sign WB36. 1

Airbus DS Holding SAS, Transferor Toruk AS, Transferee International Section 214 Transfer of Control Application II. PUBLIC INTEREST STATEMENT Grant of the requested consent to transfer control of ASBCI’s international Section 214 authorization will serve the public interest. The proposed indirect acquisition of the Licensee by Toruk will enhance the ability of the Licensee to continue to compete in the market for fixed and mobile satellite services because it will ensure access to capital for further development of the ASBCI business. In addition, the proposed transaction will leverage the new owner’s considerable experience and expertise. Notably, APMM’s affiliate Apax Partners SA previously controlled the Licensee’s business between 2007 and 2011. The proposed transaction poses no risks to competition, as neither Toruk nor APMM is an existing satellite services provider. The Applicants request that the Commission grant consent for the transfer of ASBCI’s international Section 214 authorization subject to the existing, or a successor, network security agreement by and between ASBCI and the Team Telecom agencies. III. INFORMATION REQUIRED BY SECTION 63.24(e) OF THE COMMISSION’S RULES The Parties submit the following information pursuant to Section 63.24(e) of the Commission’s rules, including the information requested in Section 63.18:2 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 Airbus DS Holding SAS – Transferor 51 – 61 route de Verneuil, 78130 Les Mureaux France Phone: +33 (0)1 39 06 12 34 FRN: 0024926644 Toruk AS – Transferee Dronning Eufemias gate 14 0191 Oslo, Norway Phone: +47 23 27 96 01 Attn: Mari Wetlesen FRN: 0025201716 2 47 C.F.R. §§ 63.18, 63.24(e). 2

Airbus DS Holding SAS, Transferor Toruk AS, Transferee International Section 214 Transfer of Control Application In response to 63.18(b): Licensee is a Delaware corporation. Transferor, Airbus is organized under French law as a societe par actions simplifiee. Transferee, Toruk, is organized as an Aksjeselskap, a Norwegian private limited company. Answer to Question 10 In response to Section 63.18(c): Please direct correspondence concerning this application to the following: For 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 Tom.Collins@astrium.eads.net For the Transferor: 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 For the Transferee: John T. Nakahata Kent D. Bressie Randall W. Sifers Harris, Wiltshire & Grannis LLP 1919 M Street NW Eighth Floor Washington, DC 20036 Phone: (202) 730-1300 jnakahata@hwglaw.com 3

Airbus DS Holding SAS, Transferor Toruk AS, Transferee International Section 214 Transfer of Control Application In response to Section 63.18(d): Licensee holds international section 214 authority, under ITC-214-20010529-00341, to provide international facilities-based and global resale service. Transferor has not previously received international Section 214 authority from the Commission. Transferee has not previously received international Section 214 authority from the Commission. Answer to Question 11 In response to Section 63.18(h): The name, address, citizenship, and principal businesses of any person or entity holding post transaction, either directly or indirectly, at least ten percent of the equity of the Transferee or actual control, and the percentage of equity owned by each of those entities (as determined by the Commission’s attribution criteria set forth in Section 63.18(h), Note to paragraph (h)): As described below and illustrated on the organization chart on page 2 of Exhibit 2, Transferee, Toruk AS, is a Norwegian special-purpose acquisition vehicle that is wholly owned by a Luxembourg entity, Makto S.á.r.l. (“Makto”), which in turn is primarily owned by funds managed and controlled by the French private equity firm, Apax Partners MidMarket SAS (“APMM”). Links in the ownership chain (that account for at least ten percent of the equity or control) are set forth below and illustrated on the organization chart: Astrium Services AS Address: Lysaker Torg 45 Post Box 433, 13327 Lysaker, Norway Citizenship: Norway Principal Business: Telecomms Equity Interest: 100% (direct) Toruk AS Address: Dronning Eufemias gate 14, 0191 Oslo Norway Citizenship: Norway Principal Business: Special-purpose acquisition vehicle created for the proposed transaction Equity Interest: 100% (indirect) 4

Airbus DS Holding SAS, Transferor Toruk AS, Transferee International Section 214 Transfer of Control Application Makto S.á.r.l. Address: 5, rue Guillaume Kroll L, 1882 Luxembourg Citizenship: Luxembourg Principal Business: Investment vehicle Equity Interest: 100% (indirect) Apax France VIII-A (managed by APMM) Address: 1, rue Paul Cézanne, 75008 Paris, France Citizenship: France Principal Business: Investment vehicle Equity Interest: 17% (indirect) Apax France VIII-B (managed by APMM) Address: 1, rue Paul Cézanne, 75008 Paris, France Citizenship: France Principal Business: Investment vehicle Equity Interest: 11% (indirect) Phenix (managed by APMM) Address: 1, rue Paul Cézanne, 75008 Paris, France Citizenship: France Principal Business: Investment vehicle Equity Interest: 39% (indirect) Phenix-B (managed by APMM) Address: 1, rue Paul Cézanne, 75008 Paris, France Citizenship: France Principal Business: Investment vehicle Equity Interest: 12% (indirect) Apax France IX-B (managed by APMM) Address: 1, rue Paul Cézanne, 75008 Paris, France Citizenship: France Principal Business: Investment vehicle Equity Interest: 12% (indirect) 5

Airbus DS Holding SAS, Transferor Toruk AS, Transferee International Section 214 Transfer of Control Application Altamir SCA Address: 1, rue Paul Cézanne, 75008 Paris, France Citizenship: France Principal Business: Investment vehicle Equity Interest (attributed): 11% (indirect) through Altamir’s equity ownership in Apax France VIII-B; 12% (indirect) through Altamir’s equity ownership in Phenix; 12% (indirect) through Altamir’s equity ownership in Apax France IX-B Apax Partners MidMarket SAS (“APMM”) Address: 1, rue Paul Cézanne, 75008 Paris, France Citizenship: France Principal Business: Private equity portfolio management company Control: 95% (indirect) control APMM manages and exercises the voting rights of the entities it manages. For this transaction, APMM exercises indirect control over approximately 95% of the interests of Transferee. The following individuals have a 10% or greater indirect ownership and control interest in the Transferee through their direct ownership interests in APMM (interests shown below are attributed interests in Transferee, as determined by the Commission’s attribution criteria set forth in Section 63.18(h), Note to paragraph (h)): Mr. Edgard Misrahi Address: 1, rue Paul Cézanne, 75008 Paris, France Citizenship: France Principal Business: Investor Equity Interest (attributed): 30% (indirect) Mr. Bertrand Pivin Address: 1, rue Paul Cézanne, 75008 Paris, France Citizenship: France Principal Business: Investor Equity Interest (attributed): 22% (indirect) Ms. Monique Cohen Address: 1, rue Paul Cézanne, 75008 Paris, France Citizenship: France Principal Business: Investor Equity Interest (attributed): 18% (indirect) 6

Airbus DS Holding SAS, Transferor Toruk AS, Transferee International Section 214 Transfer of Control Application Mr. Giles Rigal Address: 1, rue Paul Cézanne, 75008 Paris, France Citizenship: France Principal Business: Investor Equity Interest (attributed): 15% (indirect) There are no other individuals or entities that hold a 10% or greater direct or indirect equity interest in or control the Transferee. Answer to Question 12 Interlocking directorates of the Transferee: Transferee certifies that it does not have any interlocking directorates with a foreign carrier. Answer to Question 13 – Means by which the proposed transfer of control will take place As discussed above, pursuant to the Agreement, Toruk has agreed to acquire all of the outstanding shares of Astrium’s capital stock. The proposed transaction will therefore result in a change in control of Astrium and the Licensee, which will become indirect wholly owned subsidiaries of Toruk. See Exhibit 2 for charts depicting the Licensee’s current and proposed ownership structure. Consequently, Toruk will indirectly control the Licensee, which holds an FCC license and international Section 214 authority. Answer to Question 14 In response to Section 63.18(i): Following the consummation of the proposed transaction, ASBCI will be affiliated with two foreign carriers in Portugal. APMM managed funds, Apax France VIII-A and Apax France VIII-B, have agreed to acquire two Portuguese telecommunications companies, Cabovisão and ONI Communications, in a separate transaction scheduled to close on January 19, 2016. Apax France VIII-A and Apax France VIII-B will have an equity ownership interest in each entity of 86.65 percent at closing. APMM will therefore ultimately control ASBCI, Cabovisão and ONI Communications. 7

Airbus DS Holding SAS, Transferor Toruk AS, Transferee International Section 214 Transfer of Control Application Answer to Question 15 In response to Section 63.18(j): Transferee certifies that post-consummation, ASBCI does not seek to provide international telecommunications services to any destination country where: (i) Transferee is a foreign carrier; (ii) Transferee controls a foreign carrier; or (iii) two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate, more than 25 percent of Transferee and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing of international basic telecommunications services in the United States. Transferee certifies that post-consummation, ASBCI seeks to provide international telecommunications services to Portugal, a country where APMM—a party that controls Transferee—controls two foreign carriers. Transferee is therefore affiliated with these carriers. As discussed in response to Question 16 below, neither Cabovisão nor ONI Communications has a 50 percent-or-greater market share of the fixed local access or international transport markets in Portugal. Answer to Question 16 In response to Section 63.18(m): Pursuant to Section 63.10(a)(3), the Licensee qualifies for non-dominant carrier status on all international routes because each of its foreign carrier affiliates lacks a 50 percent-or-greater share in either of the fixed local access or international transport markets in Portugal. Moreover, neither Cabovisão nor ONI Communications appears on the Commission’s list of foreign telecommunications carriers presumed to possess market power in foreign telecommunications markets.3 Answer to Question 17 In response to Section 63.18(n) 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. 3 See International Bureau Revises and Reissues the Commission’s List of Foreign Telecommunications Carriers that Are Presumed to Possess Market Power in Foreign Telecommunications Markets, Public Notice, 22 FCC Rcd. 945 (Int’l Bur. 2007). 8

Airbus DS Holding SAS, Transferor Toruk AS, Transferee International Section 214 Transfer of Control Application Answer to Question 18 In response to Section 63.18(k) No response is required, as Portugal is a WTO Member. Answer to Question 20 In response to Section 63.18(p) The Application qualifies for streamlined processing pursuant to Section 63.18(p) of the Commission’s rules. Cabovisão and ONI Communications, Toruk’s affiliated foreign carriers in Portugal, qualify for a presumption of non-dominance under Section 63.10(a)(3), as described above in response to Question 16. See Section 63.12(c)(1)(ii) of the Commission’s rules. In response to Section 63.18(o) Transferee certifies pursuant to §§1.2001 through 1.2003 of the Commission’s rules that no party to the instant application is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. See 21 U.S.C. § 853a. 9

Airbus DS Holding SAS, Transferor Toruk AS, Transferee International Section 214 Transfer of Control Application IV. CONCLUSION For the foregoing reasons, the Applicants respectfully request that the Commission expeditiously consent to the proposed transfer of control of the Licensee from Airbus to Toruk. Respectfully submitted, By: /s/____________________ Mark W. Brennan François Auque Carly T. Didden President Hogan Lovells US LLP Airbus DS Holding SAS 555 13th Street. N.W. 51 – 61 route de Verneuil, Washington, D.C. 20004 78130 Les Mureaux France +1 202 637 6409 +33 (0)1 39 06 12 34 Mark.Brennan@hoganlovells.com Francois.Auque@airbus.com Counsel to Airbus DS Holding SAS By: /s/____________________ John T. Nakahata Bertrand Pivin Kent D. Bressie President/Sole Board Member Randall W. Sifers Toruk AS Harris, Wiltshire & Grannis LLP Dronning Eufemias gate 14 1919 M Street N.W., Eighth Floor 0191 Oslo, Norway Washington, D.C. 20036 +47 23 27 96 01 +1 202 730 1300 jnakahata@hwglaw.com Counsel to Toruk AS and its affiliates Dated: January 19, 2016 10

Airbus DS Holding SAS, Transferor Toruk AS, Transferee International Section 214 Transfer of Control Application Exhibit 1 FCC Licenses and Authorization 1. Section 214 Authority to Provide Global Facilities-Based and Global Resale International Telecommunications Services (File No. ITC-214-20010529-00341) 2. Call Sign WB36, Earth Stations On-Board Vessels 11

Airbus DS Holding SAS, Transferor Toruk AS, Transferee International Section 214 Transfer of Control Application Exhibit 2 Licensee Ownership Structure (Pre-Transaction) Airbus Group SE (Netherlands) 100 % Airbus DS Holdings BV (Netherlands) 100 % Airbus DS Holding SAS (France) 100 % Astrium Services AS (Norway) 100 % Astrium Services Business Communications Inc. (Delaware) (Licensee) 12

Airbus DS Holding SAS, Transferor Toruk AS, Transferee International Section 214 Transfer of Control Application Licensee Ownership Structure (Post-Transaction) 13


Document Created: 2016-01-19 20:08:12
Document Modified: 2016-01-19 20:08:12
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