Attachment Narrative

This document pretains to SAT-T/C-20170215-00018 for Transfer of Control on a Satellite Space Stations filing.

IBFS_SATTC2017021500018_1186675

FCC Form 312 Planet Labs Inc. – Google Inc. Transfer of Control Application Response to Question 43 DESCRIPTION OF THE TRANSACTION Planet Labs Inc. (“Planet”) and Google Inc. (“Google” and together the “Applicants”) hereby request authority to transfer control of Terra Bella Technologies Inc. (“Terra Bella”), a wholly-owned subsidiary of Google,1 from Google to Planet (the “Transaction”). Pursuant to a Purchase Agreement dated February 2, 2017, upon consummation of the Transaction, Planet indirectly will own 100% of Terra Bella.2 Terra Bella holds the following FCC licenses:3 Call Sign Type Expiration Date E130037 Fixed Earth Station 03/28/2028 S2862 Space Station 12/16/2028 Terra Bella is a satellite imaging company that owns and operates the SkySat fleet, which presently consists of seven (7) spacecraft providing high-precision, less than 90 cm resolution imagery, and has been authorized to launch an additional eight (8) high-precision imaging spacecraft. Terra Bella is headquartered in Mountain View, California. For more information, visit https://terrabella.google.com/. Planet is an integrated aerospace and data analytics company that operates a fleet of Earth-imaging satellites collecting information about our changing planet. Planet is driven by a mission to image the entire Earth every day, and make global change visible, accessible, and actionable. Founded in 2010, Planet designs, builds, and operates small satellites, as well as online platforms that serve data to users, helping decision-makers solve our world’s toughest challenges, and entrepreneurs to build new businesses. Planet is headquartered in San Francisco, California. For more information, visit https://www.planet.com/. 1 In turn, Google is a wholly-owned subsidiary of Alphabet Inc., a Delaware corporation. 2 See attached Ownership Exhibit. 3 Terra Bella also holds another earth station license, Call Sign E120025, for which there is an application pending to assign the license to Kongsberg Satellite Services AS (“KSAT”). See Application, Kongsberg Satellite Services AS, File No. SES-ASG-20170112-00044 (filed Jan. 12, 2017). Accordingly, the Applicants do not seek authority to transfer control of this license to Planet. Please also be aware that a request for special temporary authority remains pending to change the remote control point for Call Sign E120025 contingent upon and concurrent with the transfer of the earth station from Terra Bella to KSAT. See STA Application, Kongsberg Satellite Services AS, File No. SES-STA-20170112-00045 (filed Jan. 12, 2017). 1

FCC Form 312 Planet Labs Inc. – Google Inc. Transfer of Control Application Response to Question 43 Approval of the Transaction will serve the public interest. The Planet system provides regular, global coverage at a medium resolution (three to five meters) that can be used in applications such as mapping and agricultural monitoring. The Terra Bella system enables regular, rapidly updated snapshots of select areas of the globe at high resolution (sub-meter) that can be (but has not yet been) used in applications for monitoring supply chain changes in commodities and shipping, or tracking mineral mining and extraction. By combining the complementary services and diverse capabilities of Planet and Terra Bella, the company will be able to better serve the needs of its customers and better positioned to compete against other providers of imagery services or data, which are already operating or are expected to be operational in the near term. Further, approving the combination of the two companies will not create any obstacles or otherwise hinder market entry for any competitors of imagery services or data. Many Terra Bella employees have accepted post-closing offers of employment from Planet. Ownership of Terra Bella technology, and access to its satellites, will remain in the hands of a U.S. company, and Terra Bella jobs will stay in the United States. For all of the above reasons, the Applicants respectfully submit that this Transaction is in the public interest and should be granted expeditiously. 2

FCC Form 312 Planet Labs Inc. – Google Inc. Transfer of Control Application Response to Questions 40 and A20 OWNERSHIP EXHIBIT Upon consummation of the proposed transaction, Terra Bella Technologies Inc. (“Terra Bella”) will become a wholly-owned subsidiary of Planet Labs TB, Inc. Planet Labs TB, Inc. will be a wholly-owned subsidiary of PL Intermediate TB, Inc., which in turn will be a wholly- owned subsidiary of Planet Labs Inc. (“Planet”). As part of the transaction, Google Inc., a subsidiary of Alphabet Inc., the ultimate parent of Terra Bella, will acquire approximately a 15.68% equity interest in Planet on a fully-diluted basis. The attached appendix provides a chart of the post-acquisition ownership structure for Terra Bella. Planet is a privately held corporation. After consummation of the transaction, the following individuals or corporations will hold a 10 percent or more equity and/or voting interest in Terra Bella: Draper Fisher Jurvetson (California corporation) 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025 ~12.93% equity interest on a fully-diluted basis Google Inc. (Delaware corporation) 1600 Amphitheatre Parkway Mountain View, CA 94043 ~15.68% equity interest on a fully-diluted basis William S. Marshall (United Kingdom citizen) 346 9th St. San Francisco, CA 94103 ~32.31% voting interest Robert H. Schingler, Jr. (United States citizen) 346 9th St. San Francisco, CA 94103 ~32.31% voting interest 1

FCC Form 312 Planet Labs Inc. – Google Inc. Transfer of Control Application Response to Questions 40 and A20 Officers The address for all officers of Planet is 346 9 th Street, San Francisco, CA 94103. Name Title William S. Marshall Chief Executive Officer Tom Barton Chief Operating Officer David Oppenheimer Chief Financial Officer Directors Name Address William S. Marshall 346 9th Street San Francisco, CA 94103 Robert H. Schingler, Jr. 346 9th Street San Francisco, CA 94103 Steve Jurvetson 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025 Zachary Bogue 665 3rd Street, Suite 150 San Francisco, CA 94107 Ann Mather 8025 Carmel Valley Road Carmel, CA 93923 Carl Bass 111 McInnis Parkway San Rafael, CA 94903 2

FCC Form 312 Planet Labs Inc. – Google Inc. Transfer of Control Application Response to Questions 40 and A20 APPENDIX Post-Acquisition Ownership and Control of Terra Bella Technologies Inc. Planet Labs Inc. 100% ownership PL Intermediate TB, Inc. 100% ownership Planet Labs TB, Inc. 100% ownership Terra Bella Technologies Inc.


Document Created: 2017-02-14 18:47:07
Document Modified: 2017-02-14 18:47:07
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