Attachment 1

This document pretains to ITC-T/C-INTR2019-00084 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTCINTR201900084_1611973

                                       ATTACHMENT 1

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

        This notification relates to the pro forma transfer of control of Inmarsat Group Holdings
Inc. (“IGHI”), a Delaware corporation, which is the holder of the international Section 214
authorizations listed below:

       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
       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 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

                                                1


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 IGHI, its subsidiary Inmarsat Inc.
holds international Section 214 authorization ITC-214-20090501-00194 pursuant to an
assignment granted under IBFS File No. ITC-ASG-20150112-00009. See Public Notice:
International Authorizations Granted, 30 FCC Rcd 290, 292 (2015).

Answer to Question 11

       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 IGHI’s 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, U.K.-organized Inmarsat plc (“Inmarsat”). The ownership structure
of IGH 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 the IGHI:

           •   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 IGHI.

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




                                                  2


Inmarsat plc                     Inmarsat Holdings Limited        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            Inmarsat Finance III Limited
99 City Road                     Limited                          99 City Road
London, United Kingdom           99 City Road                     London, United Kingdom
EC1Y 1AX                         London, United Kingdom           EC1Y 1AX
Citizenship: United Kingdom      EC1Y 1AX                         Citizenship: United Kingdom
Primary business: Provider of    Citizenship: England and Wales   Primary business: Financing,
global mobile satellite          Primary business: Holding        predominantly through inter-
communications services          Company                          company loans of various
                                                                  investments
Inmarsat Solutions Limited       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 IGHI’s ownership chain,
resulting in no change whatsoever in the ultimate ownership and control of the IGHI. 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 spectrum
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 the IGHI, and Inmarsat New Ventures Ltd. was inserted in its place in IGHI’s
ownership chain. IGHI 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. Pursuant to 47 CFR § 63.24(f), the prior approval of the
FCC was not required for this pro forma transfer of control; but a post-consummation
notification is required within 30 days after the transaction. IGHI is filing this notification as
quickly as possible after the FCC’s International Bureau Filing System re-opened following the
suspension of operations due to the partial federal government shutdown. IGHI regrets this
inadvertent lapse and requests a waiver of the deadline.




                                                    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 12:53:11
Document Modified: 2019-01-28 12:53:11

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