Attachment 1

This document pretains to ITC-T/C-INTR2019-00081 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTCINTR201900081_1611972

                                       ATTACHMENT 1

               Notification of the Pro Forma Transfer of Control of Holder of
                           International Section 214 Authorization

       This notification relates to the pro forma transfer of control of Inmarsat Inc. (“Inmarsat”),
a Delaware corporation, which is the holder of the international Section 214 authorization ITC-
214-20090501-00194.

Answer to Question 10

       All communications in connection with this notification should be directed to the
following:

M. Ethan Lucarelli                                   Adam D. Krinsky
Director, Regulatory and Public Policy               Timothy J. Cooney
Inmarsat Inc.                                        Wilkinson Barker Knauer, LLP
1101 Connecticut Avenue, NW                          1800 M Street, N.W.
Suite 1200                                           Suite 800 North
Washington, D.C. 20036                               Washington, D.C. 20036
Phone: 202.572.0686                                  Phone: 202.783.4141
Fax: 202.248.5177                                    Fax: 202.783.5851
ethan.lucarelli@inmarsat.com                         akrinsky@wbklaw.com
                                                     tcooney@wbklaw.com


       In addition to the Section 214 authorizations held by Inmarsat Inc., its parent, U.S.-
organized Inmarsat Group Holdings Inc. (“IGHI”), holds the following international Section 214
authorizations:

       ITC-214-19901030-00011
       ITC-214-19910301-00010
       ITC-214-19910615-00009
       ITC-214-19911206-00007
       ITC-214-19911206-00008
       ITC-214-19921026-00123
       ITC-214-19921026-00124
       ITC-214-19930201-00255
       ITC-214-19930511-00253
       ITC-214-19931001-00254
       ITC-214-19950526-00034
       ITC-214-19951001-00032
       ITC-214-19951001-00033
       ITC-214-19960101-00012
       ITC-214-19961003-00481
       ITC-214-19970627-00356
       ITC-214-19970804-00455

                                                 1


       ITC-214-19970924-00580
       ITC-214-19980121-00028
       ITC-214-19980326-00205
       ITC-214-19980828-00591
       ITC-214-19981214-00859
       ITC-214-20010220-00657
       ITC-214-20050826-00351
       ITC-MOD-20040624-00241


Answer to Question 11

        Under the reorganized ownership chain, Inmarsat Inc. is directly owned 100 percent by
U.S.-organized Inmarsat Group Holdings, Inc. (“IGHI”) IGHI is directly owned 100 percent by
U.K.-organized Inmarsat Solutions Ltd., which is a wholly-owned subsidiary of U.K.-organized
Inmarsat Finance III Ltd. (“Finance III”). In turn, Finance III is a wholly-owned subsidiary of
U.K.-organized Inmarsat New Ventures Ltd., the new entity that replaced Inmarsat Ventures Ltd.
in the ownership chain. Inmarsat New Ventures Ltd. is a wholly-owned subsidiary of U.K.-
organized Inmarsat Investments Ltd., which is a wholly-owned subsidiary of U.K.-organized
Inmarsat Group Ltd., which is a wholly-owned subsidiary of U.K.-organized Inmarsat Holdings
Ltd., which is a wholly-owned subsidiary of the ultimate parent corporation Inmarsat plc
(“Inmarsat”). The ownership structure of Inmarsat Inc. before and after the pro forma transfer of
control is depicted on the attached diagrams.

       The following entities or individuals hold ten percent or greater interests in Inmarsat plc,
and indirectly in Inmarsat Inc.:

           •   Lansdowne Partners Limited (“Lansdowne”) (11.53% as of December 31, 2018,
               aggregate voting power held through management of various Lansdowne
               investment funds). Lansdowne was formed under the laws of England and Wales.

        No other person or entity directly or indirectly holds a ten percent or greater ownership
interest in Inmarsat Inc.

        The address, citizenship, and primary business for the interest holders disclosed above are
listed on the following page.




                                                  2


Inmarsat plc                     Inmarsat Holdings Ltd.           Inmarsat Group Limited
99 City Road                     99 City Road                     99 City Road
London, United Kingdom           London, United Kingdom           London, United Kingdom
EC1Y 1AX                         EC1Y 1AX                         EC1Y 1AX
Citizenship: United Kingdom      Citizenship: United Kingdom      Citizenship: United Kingdom
Primary business: Telecom        Primary business: Holding        Primary business: Provider of
                                 Company                          global mobile satellite
                                                                  communications services
Inmarsat Investments Limited     Inmarsat New Ventures Ltd.       Inmarsat Finance III Limited
99 City Road                     99 City Road                     99 City Road
London, United Kingdom           London, United Kingdom           London, United Kingdom
EC1Y 1AX                         EC1Y 1AX                         EC1Y 1AX
Citizenship: United Kingdom      Citizenship: England and Wales   Citizenship: United Kingdom
Primary business: Provider of    Primary business: Holding        Primary business: Financing,
global mobile satellite          Company                          predominantly through inter-
communications services                                           company loans of various
                                                                  investments
Inmarsat Solutions Ltd.          Inmarsat Group Holdings Inc.     Landsdowne Partners Limited
99 City Road                     1101 Connecticut Avenue, NW      15 Davies Street
London, United Kingdom           Suite 1200                       London, United Kingdom
EC1Y 1AX                         Washington, DC 20036             W1K 3AG
Citizenship: England and Wales   Citizenship: United States       Citizenship: United Kingdom
Primary business: Holding        Primary business: Holding        Primary business: Investment
Company                          Company


Answer to Question 13

        The pro forma transfer of control took place November 19, 2018, as part of an internal
reorganization dictated by the upcoming exit of the United Kingdom (“U.K.”) from the European
Union (“Brexit”). The reorganization replaced one U.K. entity (Inmarsat Ventures Ltd.) with a
new U.K. entity (Inmarsat New Ventures Ltd.) in the middle of Inmarsat Inc.’s ownership chain,
resulting in no change whatsoever in the ultimate ownership and control of Inmarsat Inc. The
new entity has no employees and has the same board of directors as the former entity.

        The internal reorganization (conducted through a series of share/subsidiary transfers) was
necessitated by the fact that Inmarsat Ventures Ltd. held a European Union satellite
authorization; and the holder of that authorization needed to be domiciled in the European Union
by the time of Brexit. For that reason Inmarsat Ventures Ltd. was removed from the ownership
chain above Inmarsat Inc., and Inmarsat New Ventures Ltd. was inserted in its place in the
ownership chain. Inmarsat Inc. first became aware in January 2019 (during the partial federal
government shutdown) that the pro forma transfer of control in the United Kingdom portion of
its ownership chain had taken place. Under 47 CFR § 63.24(f), the prior approval of the FCC
was not required for this pro forma transfer of control; but a notification was supposed to have
been submitted within 30 days after the transaction. Inmarsat Inc. regrets this inadvertent lapse,
requests a waiver of the deadline, and is filing this notification as quickly as possible after the
FCC’s electronic system re-opened after the partial federal government shutdown.




                                                    3


                                                                                           Legend
Ownership Structure
                                             Inmarsat plc                                    UK     US
of Inmarsat Earth
Station Licensees                         Inmarsat Holdings
Pre-November 19, 2018                           Ltd.



                                          Inmarsat Group Ltd.



                                               Inmarsat
                                           Investments Ltd.


                                          Inmarsat Ventures
                                                                 (Affected entity)
                                                Ltd.


                                          Inmarsat Finance III
                                                 Ltd.


                                          Inmarsat Solutions
                                                Ltd.


                                            Inmarsat Group
                                              Holdings Inc.



                                                                      Inmarsat Solutions
                           ISAT US Inc.      Inmarsat, Inc.
                                                                          (US) Inc.

 © Inmarsat confidential


                                                                                           Legend
Ownership Structure
                                             Inmarsat plc                                    UK     US
of Inmarsat Earth
Station Licensees                         Inmarsat Holdings
Post-November 19, 2018                          Ltd.



                                          Inmarsat Group Ltd.



                                               Inmarsat
                                           Investments Ltd.


                                             Inmarsat New
                                                                 (Affected entity)
                                             Ventures Ltd.


                                          Inmarsat Finance III
                                                 Ltd.


                                          Inmarsat Solutions
                                                Ltd.


                                            Inmarsat Group
                                              Holdings Inc.



                                                                      Inmarsat Solutions
                           ISAT US Inc.      Inmarsat, Inc.
                                                                          (US) Inc.

 © Inmarsat confidential



Document Created: 2019-01-28 12:52:58
Document Modified: 2019-01-28 12:52:58

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