Revised Foreign Ownership Exhibit ERRATA, ERRATUM OR ADDENDUM by Broadpoint Newco, LLC SES-ASG-20150828-00555 Broadpoint -- Revise

Broadpoint -- Revise

ERRATA, ERRATUM OR ADDENDUM submitted by Broadpoint Newco, LLC

Revised Foreign Ownership Exhibit

2016-06-16

This document pretains to SES-ASG-20150828-00555 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2015082800555_1139383

FCC Form 312
Revised Exhibit E
FOREIGN OWNERSHIP DISCLOSURES

Ownership Interests in Applicant and Subsidiary

The specific equity and voting interests of all disclosable interest holders (“Disclosable

Interest Holders”) in Tampnet Inc. is set forth in the ownership diagram in Revised Exhibit E-1.

The equity and voting interests for each of the individuals and entities reflected in the ownership

diagram are calculated according to the Commission’s attribution rules and reflect the aggregate

interests of the individuals and entities disclosed on the diagram. The following narrative

explanation is intended to mirror the description of interests as set forth in the ownership

diagram (Exhibit E-1).

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Tampnet Licensee LLC (as shown on p. 1, Exh. B) is a wholly-owned subsidiary of

Tampnet Inc., a United States corporation.

Tampnet Inc. is a wholly-owned subsidiary of Tampnet AS, a corporation organized

under the laws of Norway.

Tampnet AS is a wholly-owned subsidiary of Brent Invest AS, a corporation organized

under the laws of Norway.

Brent Invest AS is a wholly owned subsidiary of Brent Holding AS, a corporation

organized under the laws of Norway.

Brent Holding AS is a subsidiary of Brent Infrastructure I B.V., a limited liability

company organized under the laws of the Netherlands which owns 94.92% of the company. The

remaining 5.08% interest in Brent Holding AS is held by individual shareholders, each of whom

hold less than 5% equity or voting).

Brent Infrastructure I B.V. is a 50-50 joint venture of Brent Infrastructure I S.à.r.l. and

Brent Infrastructure II SA. The day-to-day business operations, activities, or decisions of Brent

Infrastructure I B.V. are handled by three non-member managers (Directors) as shown on Page 1

of the ownership diagram, attached as Exhibit B.

Brent Infrastructure I S.à.r.l (p. 2, Exh. B), a limited liability corporate entity organized

under the laws of Luxembourg, is wholly owned by Brent Holding Guernsey Limited. The day-

to-day business operations, activities, or decisions of Brent Infrastructure I S.a.r.l. are handled by

four non-member managers (Directors) as shown on Page 2 of the ownership diagram (Exh. B).

Brent Holding Guernsey Limited, a private company organized under the laws of

Guernsey, is 98.65% owned by several limited partnerships, two of which have disclosable

interests and are limited partnerships organized under the laws of Guernsey: EQT Infrastructure

(No. 1) Limited Partnership, a limited partnership organized under the laws of England and

Wales, and EQT Infrastructure (No. 3) Limited Partnership a limited partnership organized under

the laws of England. For simplicity, the limited partnerships are referred to as the “EQT

Infrastructure Fund”; however, EQT Infrastructure Fund has no legal presence.

Each limited partnership in EQT Infrastructure Fund is managed and controlled by a

general partner, EQT Infrastructure (General Partner) LP, a limited partnership organized under

the laws of Guernsey, which holds a 1% equity interest in EQT Infrastructure Fund (which

corresponds to a 1% interest in each limited partnership). None of the remaining limited partners

holding interests in the limited partnerships that comprise the EQT Infrastructure Fund holds

10% or more of the equity or voting interest in Tampnet, and all of which are insulated. EQT

Infrastructure (General Partner) LP has three general partners: EQT Infrastructure Limited, EQT

Infrastructure LLP, and EQT V GmbH & Co. KG.

2

EQT Infrastructure LLP (p. 3, Exh. B), a limited liability partnership organized under the

laws of Guernsey, is 100% indirectly owned by SEP Holdings B.V. SEP Holdings B.V. holds

that interest through its respective interests in EQT Infrastructure Limited, a private corporation

organized under the laws of Guernsey, and EQT Funds Management Limited, a private

corporation organized under the laws of Guernsey, each of whom hold a 50% interest in EQT

Infrastructure LLP.

Although EQT Infrastructure LLP and EQT V GmbH & Co. KG, a limited partnership

organized under the laws of Germany, are additional general partners of EQT Infrastructure

(General Partner) LP, under the partnership agreement, neither has the ability to control or be

involved in the day-to-day business operations, activities, or decisions of EQT Infrastructure

(General Partner) LP.

Karl Heinz Horrer, an individual of German citizenship is the sole director of EQT V

Verwaltung GmbH. EQT V Verwaltung GmbH, a limited liability company organized under the

laws of Germany, is the general partner of EQT V GmbH & Co. KG.

SEP Holdings B.V., a limited liability company organized under the laws of the

Netherlands, is owned by four entities, only two of which hold a 10% or more interest in

Tampnet: SEP Integrated I B.V. and SEP Integrated II B.V. (SEP Integrated III B.V. and SEP

Integrated IV B.V. are not identified on the ownership chart, Exhibit B, although certain

disclosable interest holders hold their interests through these entities.) SEP Holdings B.V. is

managed and controlled by the non-member managers (Directors) listed on Page 3 of Exhibit B.

The shareholders/members of SEP Holdings B.V. are insulated (as described in the certification

attached as Exhibit D).

3

SEP Integrated I B.V. (p. 7, Exh. B), a limited liability company organized under the

laws of the Netherlands, is owned by 8 entities and individuals, all of which are insulated, and 6

of which hold a 10% or more interest in Tampnet: SEPCO B.V., a limited liability company

organized under the laws of the Netherlands, SkogCo B.V., Trill B.V., TomCo 2 B.V., Michael

Föcking, and Paul de Rome. SEP Integrated I B.V. is managed and controlled by the non-

member managers (Directors) listed on Page 7 of Exhibit B.

SEP Integrated II B.V. (p. 7, Ex. B), a limited liability company organized under the laws

of the Netherlands, is owned by 12 entities and individuals, all of which are insulated and only

two of which hold a 10% or more interest in Tampnet: Rakso Holding B.V., a limited liability

company organized under the laws of the Netherlands and Qarlbo Associates. Two individuals

hold a disclosable interest each in Rakso Holding B.V.: Christian Sinding, a Norwegian citizen

and Casper Callerstrom a Swedish citizen. Rakso Holding B.V. is managed and controlled by the

non-member managers (Directors) listed on Page 10 of Exhibit B.

Brent Infrastructure II SA (p. 4, Ex. B), a public limited company organized under the

laws of Luxembourg, is a wholly owned subsidiary of Brent Infrastructure Holding B.V..

Brent Infrastructure Holding B.V., a limited liability company organized under the laws

of the Netherlands, is a wholly owned subsidiary of Brent Infrastructure II Holding S.à.r.l. Brent

Infrastructure Holding B.V. and Brent Infrastructure II Holding S.à.r.l. are managed and

controlled by the non-member managers (Directors) listed on Page 4 of Exhibit B.

Brent Infrastructure II Holding S.à.r.l., a limited liability corporate entity organized under

the laws of Luxembourg, is 98.96% owned by EQT Infrastructure II Limited Partnership.

EQT Infrastructure II Limited Partnership, a limited partnership organized under the laws

of the Netherlands, is wholly-owned by four limited partnerships (pp. 4-5, Ex. B). Only two of

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the limited partnerships hold a 10% or more interest in Tampnet: EQT Infrastructure II (No. 1)

Feeder LP, a limited partnership organized under the laws of the U.K., and EQT Infrastructure II

(No. 2) Feeder LP, a limited partnership organized under the laws of the U.K. The limited

partners of EQT Infrastructure II Limited Partnership are insulated. EQT Infrastructure II

Limited Partnership is managed and controlled by its general partner, EQT Infrastructure II GP

B.V., a limited liability company organized under the laws of the Netherlands.

None of the limited partners in EQT Infrastructure II (No. 1) Feeder LP and EQT

Infrastructure II (No. 2) Feeder LP (p. 5, Exh. B) hold a 10% or more interest in Tampnet and all

are insulated. EQT Infrastructure II (No. 1) Feeder LP and EQT Infrastructure II (No. 2) Feeder

LP are managed and controlled by a general partner, EQT Infrastructure II (GP) Limited, a

private corporation organized under the laws of the U.K. EQT Infrastructure II (GP) Limited is a

wholly owned subsidiary of EQT AB.

EQT Infrastructure II GP B.V. (p. 5, Exh. B) is a wholly owned subsidiary of EQT

Holdings II B.V., a limited liability company organized under the laws of the Netherlands. EQT

Infrastructure II GP B.V., a limited liability company organized under the laws of the

Netherlands, is managed and controlled by a non-member manager, EQT Netherlands

Management B.V., a limited liability company organized under the laws of the Netherlands.

EQT Netherlands Management B.V. (p. 5, Exh. B) is a wholly-owned subsidiary of EQT AB, a

private corporation organized under the laws of Sweden.

EQT Holdings B.V., a limited liability company organized under the laws of the

Netherlands, is a wholly owned subsidiary of EQT AB. EQT Holdings II B.V., a limited liability

company organized under the laws of the Netherlands, is owned by CBTJ Financial Services

B.V., Investor Netherlands B.V., and EQT Holdings B.V. EQT Holdings B.V. and EQT

5

laws of the Netherlands. EQT HC Holdings I B.V., a limited liability company organized under

the laws of the Netherlands holds a 5% voting interest in Tampnet Inc.

CBTJ Financial Services B.V. (p. 9, Exh. B), a limited liability company organized under

the laws of the Netherlands, owns 100% of EQT V Verwaltung GmbH. The

shareholders/members of CBTJ Financial Services B.V. are insulated (as described in the

certification attached as Exhibit D).

Additional indirect ownership interests in Tampnet Inc. are held through SEP Holdings,

B.V.; EQT Holdings Cooperatief W.A.; and, CBTJ Financial Services B.V. Eighteen

individuals, through various personal holding companies, hold disclosable indirect voting

interests in Tampnet Inc. through these three entities (hereafter the “Feeder Entities”). These

individuals and their disclosable (indirect voting) interests are set forth on pp. 10-14 of Exh. B.

2. Control of Tampnet Inc.

Tampnet Inc. is, and will continue to be, controlled by its Board of Directors and

company officers, who are responsible for the management and oversee the day-to-day

operations of the company. The board of Tampnet Inc.’s parent company, Tampnet AS, will

also exercise indirect control over Tampnet Inc. through the Tampnet AS Board of Director’s

power to appoint members of the Tampnet Inc. Board of Directors.

The individuals and entities with disclosable interests in Tampnet Inc., the Disclosable

Interest Holders, as identified on the attached ownership diagram, do not exert control over the

management or operations of Tampnet Inc. These Disclosable Interest Holders do have the right

to appoint Board members of the intermediary entities through which they hold their indirect

interests in Tampnet Inc., and as such have “controlling” interests in Tampnet Inc. to the extent

reflected by their indirect voting interests as shown in Exhibit B. Thus, the Disclosable Interest

7

Holders with a 10%, or greater, interest can and do exert control through their ability to vote

(consistent with their interests) on the selection, approval and removal of the Board members of

the various intermediary entities with interests in Tampnet Inc.

However, none of the Disclosable Interest Holders, other than Mr. Karl Heinz Horrer, 2

hold indirect voting interests in Tampnet Inc. greater than 49.99%. Notably, none of these

individuals holds any equity interest, direct or indirect, in Tampnet Inc. Thus, other than Mr.

Horrer, none of these persons have de jure control of Tampnet Inc. Additionally, none of these

persons have entered into a voting agreement to act together for the purpose of acquiring,

holding, voting, or disposing of their interests in (or otherwise controlling, as described above)

Tampnet Inc., or any of its subsidiaries.

Further, none of these persons exert control over Tampnet Inc. in a manner that would

establish that they have de facto control under the Commission’s traditional analytical

framework. 3 First, none of these Disclosable Interest Holders have unfettered use of the licenses

held by Tampnet Inc. (nor will they have unfettered use of the license to be acquired). Second,

the Disclosable Interest Holders do not control daily operations of Tampnet Inc. As noted above,

the officers and directors of Tampnet Inc. are responsible for the daily operations of the

company, and they operate under a duty to act in the best interests of the company as a whole. 4

Third, policy decisions are made by the officers and directors of Tampnet Inc., and the

2
Under the FCC’s attribution rules Mr. Karl Heinz Horrer is deemed to hold a 100% indirect voting interest in
Tampnet Inc. by virtue of his role as Director of EQT V Verwaltung GmbH. However, Mr. Horrer is not directly
involved in the management or operations of Tampnet Inc. and exercises no control over the operations of the
company. Further, the organization to which Mr. Horrer serves as a Director, EQT V Verwaltung GmbH, has no
authority to take part in the management or control of EQT Infrastructure Limited, or Tampnet Inc. (or any of its
subsidiaries). Thus, Mr. Horrer and EQT V Verwaltung GmbH are effectively insulated from exerting any control
over Tampnet Inc. or any of its subsidiaries.
3
See Applications of Intermountain Microwave, 24 Rad Reg. (P&F) 983 (1963); In Re Application of Ellis
Thompson Corp., 10 F.C.C. Rcd. 12554 (1995).
4
Indeed, many of the organizational documents for the legal entities that constitute the Disclosable Interest Holders
specifically limit the authority of the limited partners, or non-manger LLC members, from having any role in the
control or operations of the respective partnership or LLC (and, by extension, Tampnet Inc.).

8

Disclosable Interest Holders have no role in such decisions. Fourth, officers and directors of

Tampnet Inc. are responsible for employment, supervision and dismissal of personnel, and the

Disclosable Interest Holders have no role in such decisions. Fifth, officers and directors of

Tampnet Inc. are responsible for the payment of financing obligations, including expenses

arising out of operations, and the Disclosable Interest Holders have no role in such matters.

Sixth, the Disclosable Interest Holders do not directly receive moneys and profits from the

operation of facilities. Thus, under the Commission’s own precedent, the Disclosable Interest

Holders do not have any of the indicia of control that would suggest that they exert de jure

control over Tampnet Inc. Accordingly, the interests held by the Disclosable Interests Holders

are non-controlling interests.

The organizational documents for the three Feeder Entities through which these

disclosable interests are held, 5 do not contain language that explicitly insulates such interest

holders from taking such action. However, representatives from each of the three feeder entities

have certified that notwithstanding any provision of each entity’s articles of association, or any

other agreement, no foreign shareholder (i.e., non-U.S. citizen or entity not organized under the

laws of the United States) of the entity is, or will be, engaged in active involvement in the

management or operation of the Company or Tampnet Inc., or any of its subsidiaries.

Representatives of the feeder entities have certified to the accuracy of these facts in the attached

Exhibit D (Insulation Certifications).

Finally, the Knut and Alice Wallenberg Foundation (the “Foundation”) hold a non-

controlling, indirect 42.2% voting (but no equity) interest in Tampnet Inc. Petitioners have

undertaken a diligent effort to discern how the Foundation is controlled. The purpose of the

Foundation is to “promote scientific research and teaching and study activities …” for the

5
The three “feeder” entities are CBTJ Financial Services, B.V., SEP Holdings B.V., and EQT Cooperatief W.A.

9

national benefit. Under Swedish law, specifically the Foundation Act (1994:1220), the board or

administrator of a Swedish foundation is responsible for ensuring the provisions of the

foundation’s deeds are following, and unless otherwise stated, are responsible for the investment

of the foundation’s assets. Publicly available information establishes that while day to day

activities of the Foundation are the responsibility of the Executive Director, the Board of

Directors has the “ultimate responsibility” for management of the Foundation. The Foundation’s

Board Members are disclosed on the Foundation’s website. 6

6
See https://www.wallenberg.com/kaw/en/foundation/board-directors (last visited Mar. 9, 2016).

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Document Created: 2016-06-16 17:43:20
Document Modified: 2016-06-16 17:43:20

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