Attachment Attachment 1

This document pretains to ITC-T/C-20170519-00099 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017051900099_1226417

Infosat Able Holdings, Inc.                                                          Attachment 1
Notification of pro forma transfer of control


ANSWER TO QUESTION 10

(c) The name, title, post office address, and telephone number of the officer and any other
contact point, such as legal counsel, to whom correspondence concerning the notification is to
be addressed;

Please direct correspondence concerning all parties to this notification to:

Joseph A. Godles, Esq.
Goldberg, Godles, Wiener, & Wright, LLP
1025 Connecticut Ave., NW
Suite 100
Washington, DC 20036
202-429-4900
jgodles@g2w2.com

(d) A statement as to whether the filer has previously received authority under Section 214 of the
Act and, if so, a general description of the categories of facilities and services authorized (i.e.,
authorized to provide international switched services on a facilities basis);

The filer received authorization to provide Global or Limited Global Facilities-Based
and Resale Service under the 214 authorizations that are the subject of this notification.

ANSWER TO QUESTIONS 11

Loral Space & Communications Inc. (Loral), through its wholly-owned subsidiary
Loral Holdings Corporation, both U.S. companies, holds 62.70% of the equity of
Telesat Canada. Loral through its previously mentioned subsidiary, holds a
32.65% voting interest for all matters.

The Public Sector Pension Investment Board (PSP), through its wholly-owned
subsidiary Red Isle Private Investments Inc., a Canadian company, holds 35.76%
of the equity of Telesat Canada. PSP is a Canadian Crown corporation
established by the Canadian Parliament pursuant to the Public Sector Pension
Investment Board Act. PSP holds a 67.35% voting interest for all matters except
the election of the board of directors and a 29.39% voting interest for the
election of the board of directors.

Certain past and present employees of Telesat Canada hold a combined 1.53% of the


Infosat Able Holdings, Inc.                                                             Attachment 1
Notification of pro forma transfer of control



equity of Telesat Canada.

John P. Cashman, a citizen of Canada and Ireland, holds a 31.12% voting interest solely
for the election of the board of directors of Telesat Canada.

Colin D. Watson, who is a Canadian citizen, holds a 6.83% voting interest solely for the
election of the board of directors of Telesat Canada.

Shareholder           Jurisdiction of   Address                      Participating   Shares     Shares with
                      Incorporation                                  Equity          with       voting
                                                                                     voting     rights on all
                                                                                     rights     other
                                                                                     for        matters
                                                                                     director
PSP                   Created by Act    1250 René-Lévesque Blvd.,  35.76%            s29.39%    67.35%
                      of Canadian       West Ste. 900
                      P arliament       Montréal QC Canada H3B 4W8
Loral                 Delaware          888 Seventh Ave, 40th Fl     62.70%          32.65%     32.65%
                                        New York, NY 10106 USA
Present/former                          c/o 1601 Telesat Court       1.54%
Telesat executives/                     Ottawa, ON Canada
employees                               K1B 5P4
John P Cashman                          13 Admiral Road                              31.12%
                                        Toronto, ON Canada M5R 2L4
Colin D. Watson                         72 Chestnut Park Rd                          6.83%
                                        Toronto, ON Canada
                                        M4W 1W8



ANSWERS TO QUESTION 12

      The officers and directors of the filer, Infosat Able Holdings, Inc., that are shown
below, also are officers and/or directors of the filer’s sister Canadian company, Infosat
Communications GP Inc., which is the general partner of Infosat Communications LP, a
Canadian carrier:

Directors                                               Officers
Michel Cayouette                                        Daniel Goldberg, President and CEO
Daniel Goldberg                                         Chris DiFrancesco, Secretary


Infosat Able Holdings, Inc.                                                             Attachment 1
Notification of pro forma transfer of control



ANSWERS TO QUESTION 13

                                 Pro Forma Transfer of Control

        This notification (“Notification”) informs the Commission of a pro forma transfer
of control of Infosat Able Holdings, Inc. (“Infosat”), holder of the common carrier
authorizations that are identified in the Notification, from Telesat Holdings Inc.
(“Telesat Holdings”) to Telesat Canada (“Telesat”). The pro forma transfer of control is
the result of a corporate restructuring. As described below, because of an oversight,
notification of this transaction, which took place January 1, 2017, was not filed within
the thirty (30) day window pursuant to Section 63.24(f)(2).1 For the reasons set forth
below, waiver of the notification requirement of Section 63.24(f)(2) of the Commission’s
rules is hereby requested.

       I.     The Corporate Restructuring
       Infosat is a wholly owned subsidiary of Telesat Satellite Holdings Corporation,
which is a wholly owned subsidiary of Telesat Canada (“Telesat”). Prior to the
corporate restructuring, Telesat had two holding companies above it in its corporate
structure. Telesat was a wholly owned subsidiary of Telesat Interco Inc. (“Telesat
Interco”), which, in turn, was a wholly owned subsidiary of Telesat Holdings.

       As a result of the corporate restructuring, the former shareholders of Telesat
Holdings became direct shareholders of Telesat, having the same interests and the same
voting rights as they had held previously in Telesat Holdings.2 The transfer of control,
therefore, was entirely pro forma; there was no change in ultimate control. As before,
Infosat is a wholly owned subsidiary of Telesat Satellite Holdings Corporation, which
remains a wholly owned subsidiary of Telesat.

       II.    Oversight Relating to the Need for Prior Notification; Remedial Action
       Telesat takes seriously its regulatory obligations and is well aware of the need to
notify the Commission within thirty days of a transfer of control. Unfortunately, in the
present instance, this requirement was overlooked.



1 Because Telesat Holdings no longer exists, the “Transferor” portion of the Notification has been
“signed” by an officer of Telesat, which is the successor in interest to Telesat Holdings.
2 This restructuring was accomplished by merging Telesat Holdings and Telesat Interco into a new entity

that was merged with Telesat.


Infosat Able Holdings, Inc.                                                Attachment 1
Notification of pro forma transfer of control



       Telesat regrets its error and is taking remedial measures to ensure compliance in
the future. Telesat has provided a memorandum summarizing the FCC’s prior consent
requirements for transfers of control and assignments of licenses and common carrier
authorizations to its corporate officers and senior management with responsibility for
these matters and has required each of them to sign a form acknowledging they have
received the memorandum and have read and understand it.

       Telesat further notes that both it and its subsidiaries have a strong record of
regulatory compliance. In this instance, once the oversight was recognized, the matter
was brought to the Commission’s attention by Telesat, which then proceeded to prepare
and file the instant Notification. Telesat also has instituted remedial measures.

      For the reasons stated above, Telesat respectfully requests that its request for
waiver of the notification requirement of Section 63.24(f)(2) of the Commission’s rules
be granted.



Document Created: 2017-05-16 16:22:51
Document Modified: 2017-05-16 16:22:51

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