Attachment Attachment

This document pretains to SES-ASG-20130115-00060 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2013011500060_981597

Answers to Items 24(c) and 42(a); Exhibit E; Exhibit F E000127, E000128, E980156, E980250 Assignment Application Page 1 of 6 ANSWER TO ITEM 24(c) The earth stations that are the subject of this Application are also authorized to use the following frequencies: Call Sign Additional Frequencies (MHz) Lower Upper E000127 6689 6699 6587 6687 E980156 12250 12750 12749.3700 12749.6300 12748.8700 12749.1300 12748.3700 12748.6300 11450.0000 11700.0000 E980250 5850 5925 6689 6699 6587 6687 6425 6650 4199 4199 3659 3700 3625 3650 ANSWER TO ITEM 42(a) The earth stations that are the subject of this Application are currently authorized to operate with one or more of the following non-U.S. licensed satellites: Satellite Location Country of License Earth Station(s) JCSAT-3 232°W.L. Japan E000128, E000127 ORION-3 139°E.L. Marshall Islands E980156 ANIK E1 118.7°W.L. Canada E980156 ANIK E2 111.1°W.L. Canada E980156 MABUHAY 146°E.L. Philippines E000127, E980250 Telstar 18 138°E.L. Tonga E980250 The Applicants incorporate the Section 25.137 information currently in the files for these earth stations into the subject Application.

Answers to Items 24(c) and 42(a); Exhibit E; Exhibit F E000127, E000128, E980156, E980250 Assignment Application Page 2 of 6 EXHIBIT E The following entities will have a ten (10) percent or greater direct or indirect ownership interest in Emerging Markets Communications, LLC (“EMC”) at the time the proposed transaction is consummated: EMC Acquisition, LLC, a Delaware limited liability company, is the sole member of EMC. EMC Acquisition, LLC is located at c/o ABRY Partners II, LLC, 111 Huntington Avenue, 29th Floor, Boston, MA 02199. EMC Intermediate, LLC, a Delaware limited liability company, is the sole member of EMC Acquisition, LLC. EMC Intermediate, LLC is located at c/o ABRY Partners II, LLC, 111 Huntington Avenue, 29th Floor, Boston, MA 02199. EMC Acquisition Holdings, LLC, a Delaware limited liability company, is the sole member of EMC Intermediate, LLC. EMC Acquisition Holdings, LLC is located at c/o ABRY Partners II, LLC, 111 Huntington Avenue, 29th Floor, Boston, MA 02199. RWB Holding, Inc., a Delaware corporation, holds 9.8 percent of the common shares of EMC Acquisition Holdings, LLC. RWB Holding, Inc. also holds 8,000 preferred shares of EMC Acquisition Holdings, LLC. RWB Holding, Inc. is located at 777 Brickell Avenue, Suite 1150, Miami, FL 33131. EMC HoldCo 2 B.V., a Netherlands company, holds a 90.2 percent of the common shares of EMC Acquisition Holdings, LLC. EMC HoldCo 2 B.V. is located at c/o ABRY Partners II, LLC, 111 Huntington Avenue, 29th Floor, Boston, MA 02199. EMC HoldCo 1 Coop, a Netherlands company, is the sole member of EMC HoldCo 2 B.V. EMC HoldCo 1 Coop is located at c/o ABRY Partners II, LLC, 111 Huntington Avenue, 29th Floor, Boston, MA 02199. EMC Aggregator, LLC, a Delaware limited liability company, holds a 99.0 percent ownership interest in EMC HoldCo 1 Coop. EMC Aggregator LLC is located at c/o ABRY Partners II, LLC, 111 Huntington Avenue, 29th Floor, Boston, MA 02199. ABRY Partners VII, L.P., a Delaware limited partnership, holds a 96.72 percent ownership interest in EMC Aggregator LLC. ABRY Partners VII, L.P. is located at c/o ABRY Partners II, LLC, 111 Huntington Avenue, 29th Floor, Boston, MA 02199. No limited partner of ABRY Partners VII, L.P. will hold a ten percent or greater interest in EMC at the time the proposed transaction is consummated. ABRY VII Capital Partners, L.P., a Delaware limited partnership, is the sole general partner of ABRY Partners VII, L.P. ABRY VII Capital Partners, L.P. is located at 111 Huntington Avenue, 30th Floor, Boston, MA 02199.

Answers to Items 24(c) and 42(a); Exhibit E; Exhibit F E000127, E000128, E980156, E980250 Assignment Application Page 3 of 6 ABRY VII Capital Investors, LLC, a Delaware limited liability company, is the sole general partner of ABRY VII Capital Partners, L.P. ABRY VII Capital Investors is located at 111 Huntington Avenue, 30th Floor, Boston, MA 02199. Jay Grossman, a U.S. citizen, holds 50 percent of the voting interest of ABRY VII Capital Investors, LLC. The address for Jay Grossman is 111 Huntington Avenue, 30th Floor, Boston, MA 02199. Jay Grossman’s principal business is managing ABRY Partners, a group of private equity funds. Peggy Koenig, a U.S. citizen, holds 50 percent of the voting interest of ABRY VII Capital Investors, LLC. The address for Peggy Koenig is 111 Huntington Avenue, 30th Floor, Boston, MA 02199. Peggy Koenig’s principal business is managing ABRY Partners, a group of private equity funds. No other person or entity will have a ten percent or greater ownership interest in EMC at the time the proposed transaction is consummated.

Answers to Items 24(c) and 42(a); Exhibit E; Exhibit F E000127, E000128, E980156, E980250 Assignment Application Page 4 of 6 Pre-Closing Ownership Structure RWB Holding, Inc. Herb Pardula Todd Pardula Trustee and Beneficiary Trustee U.S. Citizen U.S. Citizen Herb Pardula Living Pardula Family Abel Avellan Trust Enterprise Trust U.S. Citizen U.S. Trust U.S. Trust 80.0% Voting 0.0% Voting 20.0% Voting 27.0% Ownership 48.0% Ownership 25.0% Ownership RWB Holding, Inc. Delaware Limited Partnership Licensee

Answers to Items 24(c) and 42(a); Exhibit E; Exhibit F E000127, E000128, E980156, E980250 Assignment Application Page 5 of 6 Post-Closing Ownership Structure Emerging Markets Communications, LLC Mr. Jay Grossman Ms. Peggy Koenig Member Member 50% voting 50% voting ABRY VII Capital 100% voting Investors, LLC Limited Partners 100% voting 0% voting Various ABRY Partners VII principals of Co-Investment GP, ABRY VII Capital Partners, ABRY Partners LLC L.P. Limited Partners 0% voting 100% voting 100% voting 0% voting Various ABRY Partners VII Co- ABRY Investment Employees of ABRY Partners VII, L.P. Investment Fund, L.P. Partnership, L.P. ABRY Partners 3.19% equity 3.19% voting 96.72% equity 96.72% voting 0.08% equity 0.08% voting 0% voting EMC Aggregator, LLC (U.S.) 100% equity 100% voting 99% equity EMC Aggregator Sub, LLC 99% voting (U.S) 1% equity 1% voting EMC HoldCo 1 Coop (Netherlands) 100% equity 100% voting EMC HoldCo 2 B.V. * RWB Holding, Inc. (U.S) (Netherlands) 90.2% equity 90.2% voting 9.8% equity 9.8% voting EMC Acquisition Holdings, LLC (U.S.) * Such ownership percentage 100% equity 100% voting represents the ownership of common shares of EMC Acquisition EMC Intermediate, LLC Holdings, LLC. RWB Holding, Inc. (U.S.) also holds 8,000 preferred shares of EMC Acquisition Holdings, LLC 100% equity 100% voting EMC Acquisition, LLC (U.S.) 100% equity 100% voting Emerging Markets Communications, LLC Licensee

Answers to Items 24(c) and 42(a); Exhibit E; Exhibit F E000127, E000128, E980156, E980250 Assignment Application Page 6 of 6 EXHIBIT F Through this Assignment Application, Emerging Markets Communications, LLC (“EMC”) seeks Commission consent for the proposed assignment of the transmit/receive satellite earth station licenses held by RWB Holding, Inc. (“RWB”) to EMC. On October 31, 2012, RWB filed an application for Commission consent for the pro forma assignment of the earth station licenses. The application was granted on November 20, 2012. The parties consummated the transaction on December 13, 2012. RWB now seeks Commission consent for the assignment of the earth station licenses back to EMC, the original licensee, under new ownership. The post-consummation ownership structure for EMC is set forth in Exhibit E. ABRY Partners is a private equity investment firm focused solely on media, communications, business and information services investments. The proposed assignment from RWB to EMC serves the public interest and will cause no public interest harms because it will enhance EMC’s ability to provide competitive services to its customers. At the same time, the proposed assignment does not raise any competitive concerns. Therefore, the parties respectfully request that the Commission expeditiously approve the assignment. DC01/ 3058470.2


Document Created: 2013-01-15 12:13:47
Document Modified: 2013-01-15 12:13:47
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC