Attachment notice

notice

NOTICE submitted by WorldSpace

notice

2008-04-07

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

IBFS_SATTC2005042500090_634258

Paul, Hastings, Janofsky & Walker LLP PaulHustings 875 15th Street, N.W. Washington, DC 20005 9 telephone 202 551 1700 facsimile 202 551 1705 www.paulhastings.com “IbEDI ACCEPTED (202) 551-1791 APR - 7 2008 taragiunta@paulhas tings.com redera\ Communications Commission Office of the Secretary April 7,2008 58637.00002 Marlene H. Dortch Secretary Federal Communications Commission 236 Massachusetts Avenue, N.E. Suite 110 Waslungton, D.C. 20002 Re: Worldspace, Inc. Notice of Consummation of Pro Foma Transfer of Control File No. SAT-T/C-20050425-00090 Dear Madame Secretary: We represent Worldspace, Inc. (“WorldSpace”), the parent company of AfriSpace, Inc., whch holds authorizations from the Commission to operate geostationary space stations (call signs S2666 and S2367). On July 18,2005, the Commission granted WorldSpace’s above-referenced application for consent to aprofOma transfer of dejure control to multiple indrvidual shareholders. As described in our Interim Notice of Consummation of Pro Foma Transfer of Control fded on October 11,2005, and Further Interim Notice of Consummation fded on March 28, 2006, Worldspace closed on an initial public offering (“IPO’’) of the company’s stock on August 9,2005 as contemplated by Worldspace’s application. The IPO resulted in the sale of 11,868,400 shares of Worldspace stock, and reduced the shares of Worldspace’s c o n t r o h g shareholder, Noah A. Samara, to 57.5 percent of the company’s outstandmg stock. As described in WorldSpace’s application and in the letters described above, the IPO was not expected to, and drd not, result in a transfer of dejure control of Worldspace. The de jure transfer of control approved by the Commission was not expected to take place, if at all, untd the time at wbch the holders of certain convertible debt instruments converted their debt into equity in Worldspace. Since Worldspace could not know when, or if, such debt would be converted into equity, Worldspace requested a waiver of the 60-day period in whch a transfer of control must be consummated pursuant to 47 C.F.R. 25.119(f). It has come to WorldSpace’s attention that as a result of a partial conversion by one of the holders of the convertible debt instruments previously described to the Commission, combined with routine sales of the company’s shares on the open market, Mr. Samara

PaulHustings Marlene H. Dortch April 7,2008 Page 2 now holds 47.10 percent’ of Worldspace’s stock and has therefore relmquished dejnre control of Worldspace. Consistent with the above-referenced application, Mr. Samara continues to exercise defacto control of Worldspace and remains the company’s single largest shareholder. The only other shareholder that holds more than 10 percent of Worldspace’s stock is Aletheia Research & Management, Inc., an investment company that has bought its shares on the open market and currently holds 36.02 percent of the voting stock of Worldspace. In the event that the Commission or its staff should have any questions concerning h s notification, h d l y refer them to the undersigned counsel for Worldspace. R e s p e y l l y sudjuqtted, I L/ of PAUL, HASTINGS, JANOFSKY & WALKER LLP Counsel to Worldspace, Inc. * As of December 31,2007, Mr. Samara held these shares as follows: 2.08 percent in h s own name; 4.37 percent through TelUS, a U.S. holding company organized in the State of Maryland that is controlled by Mr. Samara; and 40.65 percent through Yenura Pte. Ltd., a Singapore holding company in whch Mr. Samara owns 100 percent of the voting stock.


Document Created: 2008-04-09 14:13:20
Document Modified: 2008-04-09 14:13:20
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