Attachment notice

notice

NOTICE submitted by WorldSpace

notice

2006-03-28

This document pretains to SAT-T/C-20050425-00090 for Transfer of Control on a Satellite Space Stations filing.

IBFS_SATTC2005042500090_492245

PaulHastings anomers inmcn Higtoe e t T esnt t 41 T96 + wenpastnigscon 200 sst—rm it . targiona@paulhastings.com . "©0(c March 28, 2006 c seear.o0002 RECEIVE! Marlene H. Dortch Secretary waR 2 8 Federal Communications Commision 236 Massachusetts Avenue, NE redon Communiatons Conmso Suize 110 qiteeot ons Washington, D.C. 20002 Re: WorldSpace,Inc. Further Interim Notice of Consummation of Pro FormaTransfer of Contzol File 2 Dear Madame Secretary We represent WorldSpace,Inc.(WorldSpace"),the parent company of AfriSpace, Inc., which holds authorizations from the Commission to operate geostationary space stations (callsigns $2666 and $2367) OnJuly 18, 2005, the Commission granted WorldSpace‘s above—referenced application for consent to a prirma transfer ofdjare contral to multiple individual sharcholders, As described in our Interim Notice of Consummation of P Foma Transfer of Control fled on October 11, 2005, WorldSpace closed on an inital public offering (‘TPO®) ofthe company‘s stock on August 9,2005. The IPO resulted in the sale of11,868,400 shares of WorkdSpace stock, and reduced the shares of WorldSpace‘s controlling sharcholder, Nosh A. Samara, to 57.5 percent of the company‘s outstanding stock. As described in WorldSpace‘s application, the IPO was not expected to, and did not, resultin a transfer of dt/ir control of WorldSpace. The «t/ire tansfer of control approved by the Commission has not yet taken place and wl not take place, ifatal, unil the time at which the holders of certain convertible debt instruments convert their debt into equity in WorldSpace and, in any event, such conversion will not result in transfer of defade control. Howeer, WorldSpace sought approval for the djaretransfer of control prior to the TPO because the holders of these convertible debinstruments have the legal right to convert their debat any time, and WorldSpace has no control over when this conversion may take place, On behalf ofWorldSpace, for good cause shown, we therefore respectfully request a continued waiver of the 60—day period in which a transfer of control must be consummated pursuant to 47 C.FR. $ 25.119(),and ask thatthis period be further extended untilat lastJuly 18, 2006. WorldSpace willpromptly notify the Commission when the pmorms transfer of control is consummated, and willat that ime provide final

PaulHastings Marlene H. Dortch March 28, 2006 Page 2 ownership percentages forall owners required to be identified under the Commission‘s ules In the event that the Commission or itsstaff should have any questions concerning this notification, kindly refer them to the undersigned counsel for WorldSpace. Res (H Tim K. Glunta of PAUL, HASTINGS, JANOFSKY & WALKER LLP Counsel to WorldSpace, Inc.


Document Created: 2006-03-30 15:46:22
Document Modified: 2006-03-30 15:46:22
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