Attachment 1.65 letter

This document pretains to SES-STA-20070418-00484 for Special Temporal Authority on a Satellite Earth Station filing.

IBFS_SESSTA2007041800484_570691

RECEIVED MAY 2 8 2007 HO GA N & Smai te Dviso na Et w tmmntnre m HART SO N intern atonal Bure «ramzesrsin m +1ameest5010 m wnienion May 17, 2007 Kariey tstnes Amorse Jatwstngs@hblaw.com FILED/ACCEPTED ay nano perivery MAY 17 2007 Ms. Marlene H. Dortch *mieays Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 Re: FTMSC US, LLC, Amendments to Applicationsfor Section 214 Authority andfor Earth Station Licenses, Requestsfor Special Temporary Authority, and Petitionfor Declaratory Ruling, File Nos, TTC—AMD—20060804—00288, SES—AMD—20060804—01315, TTC—STA—20070418—001 52, SES—3TA—20070418—00484, & ISP—PDR—20060804—00010 Notification Pursuant to Section 1.65 Dear Ms. Dortch: MobSat S.A 5. (‘MobSat"), by its attomeys and pursuant to Section 1.65 ofthe Commission‘s rules, 47 C.FR. § 1.65, hereby supplements the record in the above—referenced proceedings. Specifically, MobSat advises the Commission that the proforma restructuring of MobSat‘s ownership discussed in MobSat‘s March 14 letter to the Commission‘ has been consummated. In addition, MobSat incorporates byreference the March 30, 2007, lettr filed by Inceptum 1 A.S. ("Inceptum") in IB DiNo. 06—225° because the information provided in the fetter rlates to MobSat‘s ownership as well. As a result of the restructuring, three intermediate holding companies have become part ofthe MobSat ownership chain.. Prior to the restructuring, Apax France VI FCPR ("Apax France VI), Amboise Investissement SCA (*Amboise"),and Altamir & Cie SCA ("Altamir®) directly ’ See Letter of Karis A. Hastings to Marlene H. Dortch, IB Dit No. 06—225, FCC File Nos. ISP—PDR—20061129—00017, ITC—AMD—20060804—00288, SES—AMD—20060804—01315, ITC— $TA—20070301—00092, SES—STA—20070216—00243, & ISP—PDR—20060804—00010, dated March 14, 2007, Appendix at 12 & Annex 5. * See Leter of Peter A. Rohrbach to Marlene H. Dortch, IB Dit No. 06—225, FCC File Nos. ISP—PDR—20061 129—00017 eal, dated March 30, 2007 & Appendix (*March 30 Letter®).

Ms. MarleneH. Dorch May 17, 2007 Page2 owned interests in MobSat of72%, 20%, and $%, respectively. Post—restructuring, MobSat is now 100% directly owned by a Netherlands holding company, MobSat Holding 1 BV, which in turn is 100% owned by a second Netherlands holding company, MobSat Holding 2 BV. A Luxembourg holding company, MobSat Group Holding Sarl, owns 100% of MobSat Holding 2 BV. Apax France V, Amboise, and Altamir own MobSat Group Holding Sarl in the same proportions as their previous ownership of MobSat. Thus, ultimate ownership and control of MobSat is unchanged. A chart showing the updated ownership structure is attached as Annex 1. MobSat is attaching a copyof the March 30 Letter filed byInceptum. Because Inceptum and MobSat are commonly owned, the information provided therein regarding Inceptum‘s ultimate ownership is also relevant to MobSat. Accordingly, MobSat requeststhat the Commission consider the March 30 Letter as part of the record in the above—referenced proceedings. Please refer any questions regarding these materials to the undersigned. Respectfully submitted, /A 4 {*— Peter A. Rohrbach Karis A. Hastings Counselfor MobSat $A.S Enclosures Susan O‘Connell Counsel for Mobile Satellte Ventures Subsidiary LLC 5 In letter submitted on April 16, and supplemental materials submitted on April 17, April 30 and May 2, MobSat and Inceptum advised the Commission that a U.S. entity with majority U.S. ownership, GEAM International Private Equity Fund, L.P.has agreed to co—invest in MobSat Group Holding Sarl at a level of 15—18%. See Letters of Karis A. Hastings to Marlene H. Dortch, IB Dit No. 06—225, FCC File Nos. ISP—PDR—20061 129—00017, ITC—AMD—20060804— 00288, SES—AMD—20060804—01315, ITC—$TA—20070301—00092, SES—STA—20070216—00243 & ISP—PDR—20060804—00010, dated Apr. 16, 2007, Apr. 17, 2007, Apr. 30, 2007 & May 2, 2007, As described in those documents, this co—investment, which is scheduled to close concurrently with consummation of the proposed acquisition of Telenor Satellte Services AS and its subsidiaries by Inceptum, will ditute the interestsof Apax: France VI, Amboise and Altamir. Charts depicting the ownership of MobSat upon consummation of the co—investment are attached as Annex 2.

Annex 1 Current FTMSC Ownership Awsome mvesnsseent soa (rrance) apax rrance vi ropn Aurami a ore sca (rrance) (rrance) l 20% L* wossat croue nouoNe sine (uo |5% ‘ 100% wossat notomc 2 ay no l 100% wossat HoLOING 1 BV n ‘ 100% wossat sas. (rance) _ 10% reance reuecon moaike sareture commmunications, sa. (rance) 1o0% rrusc us wouome, mc. o5 y 10% rruso us, ui 5)

Annex 2 Page 1 of 3 FTMSC Ownership After Co—Investment (Simplified) Amsoise investissement ceam wrernaonat sca privare Eoutry ruMo, Lo. (rrance) ws) Tss isatm0n arax rrance viecrn acrame a cie sca (rrance) (rrance) ssostan wossat orour nocome ' se8#% bnccmmmmaye! siau (ug I1n wossat Hotome 2 ay n l 1o0% wossat Hocome 1 ay oo ‘ 1o0% wossat sas. (prance) l 1oo% rrance reuecom moaie sateture comuNications, s (rrance) 1 100% rmuseus woupme, me. ©B) J 10x rmuscus, ic ce

Amnex 3 Page 2o3 FTMSC Ownership After Co—Investment Figure 1 Haurice Tchénio Maurice and Romain Tchinio oterarsa Taonim Srmmals roemren (snc) ¢ aeax parmitns sa Sn mio sas esn (mmo) amenactsaas (arce) 4 an n / fimse ns Seciété Européenne (seo mt resngtimnea Fesing Tloates mns Partners & L t t mrses oun(terinare ibitiaiiae. odemaniten Anteamimiies, nlamire aescx stheranihiee: e #emmenei on Pes mt on en BHEZ maves in t international use mc Management Incornorated @tmwan Gomoaten) arer \paa ess Apax sutaliteuie 1 Summer Street Satalite (Deimare o) Molding Company, t. °1 (Gayman sands Comoons) ]_wers Apax Paralll MobSat Group Holding Sirt Hnvestment V, 9. ——— z (oomisiy in inaty amsan) (etanare imted partrersti) w srowt Continued on Next Page

Annex 2 Page 3 of 3 Figure 1 (continued) MobSat GrouHolaingSirt (wranieeyis ncconsing mobsat Holging2 BV (taverants svaie mt asty consan) woos MobSat Holaing 1 BV (neserant inns taviy concon) wonsat sas. (Fance) ww France Telecom Mobie Satetite Communications, 4. (fraece Friisc Us Holding,mc. o rmiscus, ue o

HOGAN & reen HARTSON zomtsereim «rameanseo0 ra +1200e075010 me inoubblamcon coP¥ March 30, 2007 H'ESTMAP g:flwfl; Rulsbach manersen puotibechtm con BY HAND DELIVERY AND ELECTRONIC FILING FILED/ACCEPTED Ms. Marlene H. Dortch Secretary MAR 3 0 2007 Federal Communications Commission eey memines 445 12th Street, S.W. fera Basccuay Washington, D.C. 20554 Re: Telenor AS4, Transferor, and Inceptum 1 AS, Transferee, Consolidated Applicationfor Consent to Transfer ofControl and Petitionfor Declaratory Ruling, 1B Dkt No. 06—225, FCC File Nos. ISP—PDR—20061 129—00017, eral Dear Ms. Dortch: Inceptum 1 AS (¢Inceptum"), by ts attomeys, hereby supplements the record in the above—referenced proceeding by responding to the questions regarding foreign ownership of Inceptum that the Commission staff sent on March 26 and March 29. The questions and their answers are presented in an appendix attached to this etter. Please refer any questions regarding these materials tothe undersigned. Respectfully submitted, RA fa Peter A. Rohrbach a t ___ Karis A. Hastings Counselfor Inceptum 1 AS Enclosure ce: David Krech Susan O‘Connell Cara Grayer Counsel for Inmarsat, Inc Counsel for Mobile Satellite Ventures Subsidiary LLC

APPENDIX L. ANSWERS TO MARCH 26 COMMISSION QUESTIONS Question 1: 1. In order to confirm the principal place of business for each ofthe Apax France "institutional" investors, please provide the following additional information: (s) The aggregate percentage oftotal commitments for banks, insurance companies, and foundations/endowments organized in the United States; (b) The aggregate percentage oftotal commitments for banks, insurance companies, and foundations/endowments organized in foreign countries; and (¢) A listof the countries included in category (b) above. If any of these countries are non— WTO countries, please note the aggregate percentage commitment attributable to the non— WTO investment. (4) The aggregate percentage oftotal commitments for private equity funds and investment managers investing in Apax France that are organized in the United States andthat have their principal places of business in the United States. In making a principal place of business determination, Apax France should include in it determination for each investing entityits world headquarters; tax jurisdiction; and the citizenship or principal place of business ofits controlling principals, directors and/or investment managers. (e) The aggregate percentage of total commitments for private equity funds and investment managers investing in Apax France that are organized in a foreign country or that have their principal places of business in a foreign country; and (1) For the investors in Category (e) above, a list ofthe countries where the investors are organized and where they have their principal places of business. Ifany of these countries are non—WTO countries, please note the ageregate percentage commitment attributable to the non—WTO investment. In making a principal place of business determination, Apax France should include in its determination for each investorits world headquarters; tax jurisdiction; and the citizenship or principal place of business of its controlling principals, directors and/or investment managers. (2) In making the principal place of business determination for the private equity funds and investment managers, please confitm that Apax France relied upon the factors lited above in making its determination (%.e., world headquarters; tax jurisdiction; and the citizenship or principal place of business of ts controlling principals, directors and/or investment managers). If Apax France used different criteria,please listthe factors it considered in making its principalplace of business determinations. Ansiwer: Brief answers to the parts of question 1 are provided below, and a summary ofthe information requested is also supplied in the form of an updated table of Apax France equity investors. This table supersedes the information provided in the table on pages 3—4 of Attachment 2 tothe Consolidated Application. The table is based on information regarding all ofthe limited partnership interests in Apax France. The de minimis equity interest in Apax France held by its general partner, Apax Partners S.A. (*APSA"), is not reflected in the table.

In order to obtain the additional information requested by the Commission concering the principal places ofbusiness of its investors, Apax France sent questionnaires to ts investors. "The questionnaires asked each investor to provide information conceming itsjurisdiction of incorporation, world headquarters, principal place of business, and the itizenship ofits controlling individuals. The results below reflect the answers provided by the investors. All the countriesidentified by the investors in their responses to the questionnaires are WTO member countries. In a few cases the questionnaires were not returned, but for those investors Apar France was able to make a determination ofthe entities‘ principalplaces of business based on its own knowledge concerning the investors. 1(@) 255% 1(b) 17.54% 1(¢) Finland, France, Norway, Sweden, Switzerland (all WTO member countries) 1(d) £19% 1(e) 1926% 1(_ France, Luxembourg, Netherlands Antiles, Singapore, Switzerland, United Kingdom (all WTO member countries) 1( As noted above, the determinations made by Apax France were based on answers to questionnaires that sought information conceming each investor‘s jurisdiction of incorporation, world headquarters, principal place of business, and citizenship of its controlling individuals Apax France did not request information regarding its investors‘ tax jurisdiction.

Type of Investor % of Total Commitments Countrics U.S. Banks, Insurance 255% us Companies, and Foundations/Endowments Non—U.5. Banks, Insurance 1750% Fintand: 1.05% Companies, and France: 9.14% Foundations/Endowments Norway: 1.50% Sweden: 3.00% Switzerland: 2.85% US. Private Equty Funds and $19% us. Investment Managers Non—U.S. Private Equny Funds 19.20% France:3248% and Investment Managers Luxemboure: 0.04%! Singspore: 7.49% Switzerland: 0.75% United Kingdom: 7.50% US: Pension Funds 1eome us Non—U.S. Pension Funds 25.50% Canade: 7.03% Netherlands: 3.74% UK: 14.79% U.S. Private Investment 0.79% us Companies Non:U.S. Private Investment Tam Cinade: 1.05%" Companies France: 2.06% Luxembourg: 1.93%‘ Switzerland: 1.57%° UK.:0.06% US: Individuals and Family None Trusts Non—US; Individuals and Family 1.90% France: 1.88% Trusts UK.:0.01% !\—The imvestment atribited to Luxembouryincludes equiy held by an entiy that advised Apax France thait is incorporated and headquartered in Luxembourg but is conrall by French enites orindivduals 5. The investmentttribated to Switzerlanincludes equity held by an entty that advised Apax Prance that is orporated in the Nethelands Antilesbut has ts headquater and principl place ofbusiness in Swtzerland and is contrlled by Swissand German entties and ndividuals * This interest ncludes a 0.66% mterest in Apox Prance hld by a privat investment company ouned by individuals who ae involved in the managementof Apax France. "The investment atribted to Canadaincludesequty hld by an entity that advised Apax France that t is organized in Canada but has ts headquarters and princial place ofbusiness in the U . and is owned and contolled by U.S. indivduals 5. The investmentatibuted to Lunembours includes equity heldby an entiy that advised Apax France thait is incorporated and has is principal place of busiress in Luxembourg but is benefcialy owned and contolled by Saudi Aribianindividuals * The investmentatvibuted t Siitzeriand includesequity heldby an entity that advsed Apas France thait is incorporated and headquartred in Panama but is controlled by Swiss enties or ndividual and has ts principal place ofbusiness in Swtzerind. . Thisinteretincludes the 0.89% interest n Aparc Prance hld by individuals who are nvolved in ts management. The torlfothis category is greaterthan the apparent um of h individual components dueto rounding. a

Question 2: (2) If the broad category of "institutional investors" used in the Consolidated Application (Attachment 2, pgs. 3—4) includes investors other than those covered by the questions above (ie., banks, insurance companies, foundations/endowments, private equity funds and investment managers), please explain the nature ofthese investing entities and: (a) The aggregate percentage of total commitments for such investors that are organized in the United States andthat have their principal places of business in the United States. For purposes of determining the investors‘ principal places of business, you should use the five factor test specified in the Foreign Carrier Entry Order, 11 ECC Red 3873, 3951, 9 207 (1995). See also Foreign Ownership Guidelines, 19 FCC Red 22612, 22623 (2004) (b) The aggregate percentage oftotal commitments for such investors that are organized in a foreign country or that have their principal places of business in a foreign country. (e) For the investors in Category (b) above, a list of the countries where the investors are organized and where they have their principal places of business. Ifany of these countries are non—WTO countries, please note the aggregate percentage commitment attributable to the non—WTO investment Answer: The updated table provided above supersedes the table included in the Consolidated Application at pages 3—4 of Attachment 2. In the table, the institutionalinvestors have been subdivided into two eategories: one for banks, insurance companies and foundations/endowments and the other for private equity funds (including funds of funds) and investment managers. No other types of entities are included in these two categories. Question 3: (3) Please explain the nature of the business entities included in the category "Other companies" as used in the Consolidated Application (Attachment 2, pg. 4). Unless these companies are banks, insurance companies, foundations/endowments, private equity funds or investment managers, you should provide for these entities the information requested in Question (2) above. Answer: The business entitiesthat were included in the category "Other companies" as used in the Consolidated Application (Attachment 2, pe. 4) are private investment companies. These entities make investments on behalfof small investor groups, such as members of a family, but do not solicit investment more broadly from members of the public. The table above provides information regarding the percentage of total commitments made by private investment companies that are organized in the U.S. and have their principal place of business in the U.3. (0.79%) and those private investment companies that are organized in or have their principal places of business in a foreign country (7.27%6). For the foreign private equity companies, information regarding the countries oftheir principal places of business is also provided. All the countricsare WTO members.

Question 4: (4) Please confirm for Altamir that none of its investors has any control or right to control the management or voting of shares owned by Altamirin Inceptum (through MobSat Group Holding). Answer: None of the investors in Altamir has any control or right to control the management or voting of shares owned by Altamir in Inceptum (through MobSat Group Holding). Question 5: (5) With respect to Amboise and Altamir,in which countries are their shares publicly traded? Also, please use your best efforts to determine the principal place of business for the shareholders that you listed in your March 12, 2007 supplement, based on the sharcholder‘s world headquarters; tax jurisdiction; and the citizenship or principal place of business of its controlling principals,directors and/or investment managers.. Please explain the basis for your principal place of business determination(s). For example, if you use different criteria, please list the factors you considered in making the principal place of business determination(s). Answer: Shares of Amboise and Altamir are publicly traded in France on the Euronext exchange. As we explained in the March 12 supplement, Amboise and Altamir have limited information regarding the sharcholders that have identified themselves as owning an interest in excess of the applicable threshold that triggers the notifieation process. As publicly traded companies, Amboise and Altamir are not in a position to require that their sharchoders provide additional information about themselves. The information below has been collected from various public sources, and Amboise and Altamir are not in a position to verify its accuracy. Ambaise Investors: 4: : As disclosed in the March 12, 2007 supplement, a joint declaration was made by FMR Corp., 82 Devonshire Street, Boston, Massachusetts 02109, United States, and Fidelity International Limited, P.0. Box HM 670, Hamilton HMCX, Bermuda, indicating that both companies were acting on behalf of funds managed by their subsidiaries. FMR Corp. is the parent company of Fidelity International Limited. FMR Corp. (better known as Fidelity Investments) has ts headgquarters in the U.S., and according to public information, members of the founding Johnson family, who are identified as U.S. citizens, retain control of a substantial portion ofthe company‘s stock. 2. MMG SAS: The March 12, 2007 supplement included at Annex 3 a full showing for MMG SAS demonstrating that its principal place of business is France. 3 Schroders Intenational Management, Ltd.: We believe the principal place of business of this entity is the United Kingdom based on the following information drawn from public sources. The entityis incorporated in the U.K., has its headquarters in London, and is authorized and regulated by the U.K. Financial Services Authority. Purthermore, the company has a U.K, VAT registration number, suggesting thatitstax jurisdiction is the U.K. Its parent company is 6

Schroders ple, which also has its headquarters in London and is traded on the London stock exchange. According to public reports, the founding Schroder family maintains nearly 50% of the stock in the parent company., Although the family originally was from Germany, the last few generations of family members involved in the company were apparently bor in the U.K. According to public reports, Schroders ple generates more than halfofits revenue in the U.K. 4. Adslphi European Small Cap Fund: We believe the principal place of business of this entity is the United Kingdom based on the following information drawn from public sources. Adelphi European Small Cap Fundis listed on the Irsh Stock Exchange and is incorporated in the Cayman Islands, a British overseas territory. Its investment manager is Adelphi Capital LLP, which has its headquarters in London. We were unable to find any public information regarding the tax jurisdiction or citizenship of the entity‘s directors or investment managers. 5. AGF Asset Management: AGF Asset Management SA is organized and has its headquarters in France. It is a subsidiary of Alliane SE, a diversified insurance, investment management, and banking firm with ts global headquarters in Germany. Allianz SB is a European Company organized in the EU thatis listed on the following stock exchanges: all German stock exchanges, London, Zurich, Paris, New York (in the form ofADRs), and Milan. According to the Allianz web site, the company‘s management board is comprised offive German nationals, and five nationals from other countries (one each from Austria, South Affica, Argentina, Italy, and France), and its bigest shareholders are Munich Re and German and U.S.— American investment companies. 6. Société Privée de Gestion de Patrimoine (SPGP) SAS: This entity is organized and has its headquarters in France, but we were unable to obtain any further information regarding its principal place of business. Altamir Investors: 1. Eidelity: See item 1 under Amboise Investors. 2. Syeomore Asset Management: This entity is organized and has ts headquarters in France, but we were unable to obtain any further information regarding its principal place of business. 3. Moneta Asset Management SAS: This entity is organized and has ts headquarters in France, but we were unable to obtain any further information regarding its principal place of business IL ANSWER TO MARCH 29 QUESTION Question: Via e—mail on March 29, the staff requested that we clarify whether Apax France VI, which is a fonds commun de placement & risques (FCPRorganized under French law, is more similar to a limited partnership or a corporation or limited liability company. The staff noted that Amboise and Altamir each is a Sociéré en Commandite par Actions (°SCA"), a type of entity that is

described in the application as equivalent to a limited partnership in the United States (Limited Partnership with shares). Answer: A FCPR is similar o a limited partnership, and is reated as a partnership for U.S. tax purposes. As opposed to a company, a FCPR does not have a separate legal personality. It is a co— ownership vehicle with shares held by investors (these securities can be traded),and it is managed by a management company.. A FCPR is governed by a principle of separation between the management and the ownership of the assets. As a consequence, the investors are not involved in the management ofthe FCPR. In contrast,a SCA is a company, ie. a legal entity, but its governance is also comparable to a partnership (with one or several general partners, and limited partners which are sharcholders).


Document Created: 2007-06-01 10:49:10
Document Modified: 2007-06-01 10:49:10
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