Attachment 1.65 letter

1.65 letter

AMENDMENT submitted by Hogan & Hartson LLP

1.65 letter

2007-10-05

This document pretains to SES-AMD-20060804-01315 for Amended Filing on a Satellite Earth Station filing.

IBFS_SESAMD2006080401315_599729

HOGAN & colimbiesuare HARTSON HLED/ACCEPTED 555 Thirteenth Street, NW Washington, DC 20004 OCT —5 2007 +1.202.637.5600 Tet +1,202.637.5910 Fax Federal Communications Commissi on Office of the Secretary wwwhhlaw.com October 5, 2007 Peter A. Rohrbach Partmer +1.202,637.8631 parohrhach@hhlaw.com BY HAND DELIVERY p1Le Ms. Marlene H. Dortch Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 Re: VIZADA Services LLC (formerly FTMSC US, LLC), Amendments to Applications for Section 214 Authority andfor Earth Station Licenses, Requests for Special Temporary Authority, and Petition for Declaratory Ruling, File Nos. ITC—AMD—20060804—00288, SES—AMD—20060804—01315, ITC—STA—20070814—00333, SES—STA—20070814—01092, & ISP—PDR—20060804—00010 Supplemental Information Regarding Ownership Dear Ms. Dortch: MobSat S.A.S. ("MobSat"), by its attorneys and pursuant to Section 1.65 of the Commission‘s Rules, 47 C.F.R. § 1.65, hereby supplements the record in the above— referenced proceedings to provide updated information regarding the ownership of MobSat. Specifically, this submission provides information regarding (1) a recent pro forma restructuring of MobSat‘s ownership and (2) the ownership and control of MobSat Management Sarl ("MobSat Management"), a Luxembourg company that holds an indirect minority interest in MobSat. Pro Forma Restructuring of MobSat Ownership The ownership of MobSat was restructured slightly on September 5 concurrent with the acquisition by Inceptum 1 A.S. ("Inceptum") of Telenor Satellite Services A.S. ("TSS") and its subsidiaries. As a result ofthis restructuring, two intermediate companies have been introduced into the MobSat ownership chain: Inceptum and TSS, which has changed its name to Vizada A.S. Specifically, MobSat Holding 1 B.V., a Netherlands holding company ("Holding 1"), which directly owned both MobSat and Inceptum, contributed 100% of the shares of MobSat to Inceptum. Inceptum in turn contributed the MobSat shares to TSS. Thus, MobSat is now a direct wholly—owned subsidiary of Vizada A.S. (formerly TSS), which in turn is a direct wholly—owned subsidiary of Inceptum. Inceptum is still directly owned by Holding 1, and

Ms. Marlene H. Dortch October 5, 2007 Page 2 MobSat is now an indirect, rather than direct, wholly—owned subsidiary of Holding 1. Thus, this restructuring did not affect the ultimate ownership and control of MobSat. An updated ownership chart reflecting the current structure is attached hereto. Ownership and Control of MobSat Management As explained in the September 4 filing by MobSat and Inceptum,‘ MobSat Management was created for the purpose of providing individuals involved in the management of the Inceptum and MobSat group companies an investment vehicle. MobSat Management holds a 9.3% interest in MobSat Group Holding Sarl ("MobSat Group Holding"), the indirect parent of MobSat and Inceptum. Ownership of MobSat Management: Currently, the following parties own interests in MobSat Management: Apax France VI FCPR ("Apax France"): 66.99% Altamir Amboise SCA ("Altamir Amboise"); 26.05% Bruno Ducharme: 6.95% As discussed in the September 4 Letter, shares in MobSat Management are being made available for purchase by certain individuals involved in the management of the Inceptum and MobSat group companies. To date, none of these individuals has acquired any shares in MobSat Management, but these transactions are expected to take place in the near future. Apax France is a French Fonds Commun de Placements & Risques (the equivalent of a venture capital fund), and Altamir Amboise is a French Sociéfé en Commandite par Actions (the equivalent of a limited partnership). Bruno Ducharme is a Canadian citizen. All of the individuals to whom shares in MobSat Management are being offered are citizens of one of the following WTO—member countries: Belgium, Denmark, France, the Netherlands, Norway, the United Kingdom, and the United States. Control of MobSat Management: MobSat Managementis a société & responsabilité limitée (the equivalent of a limited liability company) under Luxembourg law. A simple majority vote of the shareholders is required for decisions* with the following exceptions. A decision effecting a change in the articles of association requires the affirmative vote of three— quarters of the share capital including at least one of the Apax Funds (Apax France and Altamir Amboise). A decision to remove the company‘s manager or to change the nationality of the company requires a unanimous vote of shareholders representing 100% of the company‘s issued share capital. ! See Letter of Karis A. Hastings to Marlene H. Dortch, IB Dkt No. 06—225, File Nos. ITC—AMD—20060804—00288, er al., dated September 4, 2007 ("September 4 Letter"). * The first time a proposal comes before the shareholders for decision, it can be adopted only if approved by shareholders representing a majority of the share capital. However, the second time the proposal is before the shareholders, it can be adopted based on approval by shareholders representing a majority of the shares voting.

Ms. Marlene 11. Dortch October 5, 2007 Page 3 MobSat Management is managed by a gérant unique (sole manager), MobSat Gérance Sarl ("MobSat Gérance"), a Luxembourg société & responsabilité limitée. Apax France VI owns a 72% interest in MobSat Gérance, and Altamir Amboise owns the remaining 28% interest in the company. As noted above, MobSat Gérance can be removed as the manager of MobSat Management only by a unanimous vote of the shareholders of MobSat Management. Mr. Michael Collins, a U.K. citizen, is the sole manager of MobSat Gérance. Five Factor Principal Place of Business Test: Information regarding the five factors considered by the Commission in determining an entity‘s principal place of business is provided below for MobSat Management: 1. Country of Organization: Luxembourg. 2 Nationality of Investment Principals, Officers and Directors: Shareholders are French entities and a Canadian individual; sole manager is a Luxembourg company that is in turn managed by a U.K. individual. Location of World Headquarters: Registered office is in Luxembourg. A Location of Tangible Properties: N/A. Location of Greatest Sales and/or Revenues: N/A. Holding company. Information regarding the five factors considered by the Commission in determining an entity‘s principal place of business is provided below for MobSat Gérance: . Country of Organization: Luxembourg. Nationality of Investment Principals, Officers and Directors: Sharcholders are French ho entities; sole manager is a U.K. individual. Location of World Headquarters: Registered office is in Luxembourg. in m ie Location of Tangible Properties: N/A. Location of Greatest Sales and/or Revenues: N/A. Holding company. The updated ownership chart for MobSat attached hereto shows the interest held by MobSat Management.

Ms. Marlene H. Dortch October 5, 2007 Page 4 Please refer any questions regarding this matter to the undersigned. Respectfully submitted, 423 1207 d / zeX 4 Agfh L. AQll Peter A, Rohrbach Karis A. Hastings Counselfor MobSat S.A.8. Enclosure Ccl David Krech Susan O‘Connell Cara Grayer Neil Dellar Karl Kensinger Erin McGrath Douglas Young Counsel for Mobile Satellite Ventures Subsidiary LLC

VIZADA Ownership Figure 1: Maurice Tchénio Maurice and Romain Tchénio Other APSA Sharehotders 100% (All individuals) ¥ APAX PARTNERS SNC (SNC) 45.0% 0.02% 37.75% 62.25% Y F APAX PARTNERS SA 54.48% MMG SAS (APSA) (MMG) Invastment * advice 9.04% 79.8% Apax Partners & Cle Gérance SA (APCG) Investment advice GP and manager Investors Floating Limited l Partners + Apax France VI Altamir Amboise SCA (French fund = FCPR (Fonds Communs (Listed company = partnership limited by de Placement a Risques)) shares) (Anax France} (Altamir Amboise} §9.0% total interest Majority + control 22.9%total interest Minority + no—control Manager and Sole GE International Member Management Incorporated (Delaware Corporation) e\ GEAM International Private Equity Fund, L.P. 26.05% (Delaware limited partnership) 100% Apax L MobSat Management Satellite, LLC Summer Street Sateilite Sarl (Delaware LLC) Holding Company, Ltd. (Luxembourg limited ce (Cayman Islands Company) Nability company) 20.5% 4 l LP (>99%) 52.0% 1943% Apax Parallel MobSat Group Holding Sarl Investment V, L.P. 15.4% (Luxembourg limited lability company) (Delaware limited partnership) Minority + no—contral Continued on Next Page

Figure 1 (continued): MobSat Group Holding S&rl (Luxembourg limited liability company) 100% MobSat Holding 2 BV (Netherlands private limited llability company) 100% MobSat Holding 1 BV (Netherlands private limited Nability company) 100% 3 Inceptum 1 A.S. (Norway) 100% Vizada A.S. (Norway) (formerly Telenor Satellite Services A.S.) 100% ¥ MobSat S.A.S. (France) 100% Vizada, S.A. (France) 100% y Vizada Services Holding, Inc. (DE) 100% Y VIZADA Services LLC (DF)


Document Created: 2007-10-22 12:31:03
Document Modified: 2007-10-22 12:31:03
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