Attachment 20130605141635.pdf

20130605141635.pdf

DECISION submitted by IB-fcc

Grant

2013-06-04

This document pretains to SES-STA-20130531-00458 for Special Temporal Authority on a Satellite Earth Station filing.

IBFS_SESSTA2013053100458_999401

E120106 SES—STA—20130531—00458 182013001157 Gogo LLC Approved by OMB 3060—0678 APPLICATION FOR EARTH STATION SPECIAL TEMPORARY AUTHORITY APPLICANT INFORMATIONEnter a description of this application to identify it on the main menu: Gogo STA Request for Transfer of E120106 1. Applicant Name: Gogo LLC Phone Number: 202—870—7220 DBA Name: Fax Number: Street: 5614 Connecticut Avenue, NW E—Mail: bgordon@aircell.com #288 City: Washington State: DC Country: USA Zipcode: 20015 = Attention: Mr William J Gordon HesSE}SIA—20 1305 31( —00458 Call Sign E/A 0104 Grant Date 4| 4[ 2013 {or other identifier) umss Term Dates j | GR;’;‘.N%ED rrom to[A1 20\3 C To: g l §/30/3 | Anterpations Bureau Approvcd%&/rl.@]%c /w; /{;}é/u/,q"/‘/y) Z

2. Contact Name: Karis Hastings Phone Number: 202—599—0975 Company: SatCom Law LLC Fax Number: Street: 1317 F St NW E—Mail: karis@satcomlaw.com Suite 400 City: Washington State: DC Country: USA Zipcode: 20004 — Attention: Relationship: Legal Counsel (If your application is related to an application filed with the Commission, enter either the file number or the IB Submission ID of the related application. Please enter only one.) 3. Reference File Number SEST/C2013050200357 or Submission ID 4a. Is a fee submitted with this application? @ If Yes, complete and attach FCC Form 159. If No, indicate reason for fee exemption (see 47 C.F.R.Section 1.1114). gy Governmental Entity g*3 Noncommercial educational licensee g4 Other(please explain): 4b. Fee Classification CGB — Mobile Satellite Earth Stations 5. Type Request @ Use Prior to Grant {3 Change Station Location {3 Other 6. Requested Use Prior Date 06/07/2013 7. City 8. Latitude (dd mm ss.s h) 0 0 0.0

9. State 10. Longitude (dd mm ss.s h) 0O 0 0.0 11. Please supply any need attachments. Attachment 1: STA Request Attachment 2: Attachment 3: 12. Description. (If the complete description does not appear in this box, please go to the end of the form to view it in its entirety.) Gogo LLC seeks special temporary authority (STA) for a period of 60 days commencing no later than June 7, 2013, for the transfer of control of the company‘s ESAA blanket license, call sign E120106. STA is sought pending action on the underlying application for Commission consent to the transfer of control of the ESAA license, File No. SES—T/C— 13. By checking Yes, the undersigned certifies that neither applicant nor any other party to the application is Yes £4 No subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti—Drug Act of 1988, 21 U.S.C. Section 862, because of a conviction for possession ordistribution of a controlled substance. See 47 CFR 1.2002(b) for the meaning of "party to the application" for these purposes. 14. Name of Person Signing 15. Title of Person Signing Marguerite Elias Executive Vice President and General Counsel WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND / OR IMPRISONMENT (U.S. Code, Title 18, Section 1001), AND/OR REVOCATION OF ANY STATION AUTHORIZATION (U.S. Code, Title 47, Section 312(a)(1)), AND/OR FORFEITURE (U.S. Code, Title 47, Section 503).

FCC NOTICE REQUIRED BY THE PAPERWORK REDUCTION ACT The public reporting for this collection of information is estimated to average 2 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the required data, and completing and reviewing the collection of information. If you have any comments on this burden estimate, or how we can improve the collection and reduce the burden it causes you, please write to the Federal Communications Commission, AMD—PERM, Paperwork Reduction Project (3060—0678), Washington, DC 20554. We will also accept your comments regarding the Paperwork Reduction Act aspects of this collection via the Internet if you send them to PRA@fee.gov. PLEASE DO NOT SEND COMPLETED FORMS TO THIS ADDRESS. Remember — You are not required to respond to a collection of information sponsored by the Federal government, and the government may not conduct or sponsor this collection, unless it displays a currently valid OMB control number orif we fail to provide you with this notice. This collection has been assigned an OMB control number of 3060—0678. THE FOREGOING NOTICE IS REQUIRED BY THE PAPERWORK REDUCTION ACT OF 1995, PUBLIC LAW 104—13, OCTOBER 1, 1995, 44 U.S.C. SECTION 3507.

12. Description Gogo LLC seeks special temporary authority (STA) for a period of 60 days commencing no later than June 7, 2013, for the transfer of control of the company‘s ESAA blanket license, call sign E120106. STA is sought pending action on the underlying application for Commission consent to the transfer of control of the ESAA license, File No. SES—T/C—20130502—00357. See attached narrative.

Application for Earth Station Special Temporary Authority Exhibit 1 Page 1 of 2 EXHIBIT 1: JUSTIFICATION FOR SPECIAL TEMPORARY AUTHORITY By this application, Gogo LLC seeks special temporary authority ("STA") for a period of 60 days commencing no later than June 7, 2013, for the transfer of control of the company‘s blanket license for the operation of Ku—band earth stations aboard aircraft ("ESAAs"), call sign E120106. STA is sought pending Commission action on the underlying application for Commission consent to the transfer of control of the ESAAA license, File No. SES—T/C— 20130502—00357 (the "Transfer Application").‘ As explained in the Transfer Application, Gogo LLC‘s parent company Gogo Inc. ("Gogo") has an S—1 registration statement, for a proposed initial public offering ("IPO®") of its common stock, pending before the Securities and Exchange Commission ("SEC"). At the completion of the IPO, an existing Shareholders‘ Agreement that gives special rights to one Gogo shareholder will be terminated, and no individual or entity will possess either de jure or de facto control of Gogo. Thus, the Transfer Application seeks Commission consent, not to the acquisition of control of Gogo by any person or entity, but merely to this termination of the special rights of one shareholder, which the company has considered to represent de facto control. Grant of STA forthis transfer of control is consistent with Section 25.120 of the Commission‘s rules and will serve the public interest. Gogo is undertaking the IPO in order to obtain an infusion of capital that will support the company‘s ability to continue to expand its business. This, in turn, will enhance Gogo‘s position in the competitive marketplace as a leading provider of in—flight connectivity and a pioneer in wireless in—cabin digital entertainment solutions. Based on new information recently provided by SEC staff, Gogo expects to receive SEC clearance for the IPO by June 7. Timing is of the essence to permit Gogo‘s IPO to proceed while market conditions are favorable. As is typical with IPO offerings, Gogo will conduct a one to two week "road show" to market the shares, followed immediately by pricing of the shares (which constitutes an unconditional agreement to sell the shares) and a few days later by consummation of the share sales. Clearly, Commission consent must be obtained before the last two steps — Gogo cannot unconditionally agree to sell the shares or actually sell them absent Commission authority for the license transfer. Realistically, however, it is not pragmatic even for the road show to commence without Commission action, as it will not be possible for Gogo to effectively market the stock if its ability to consummate the stock sale is still subject to regulatory uncertainty. Gogo currently plans to commence the road show for the IPO on Monday, June 10. To permit the road show to proceed as scheduled, Gogo requests that the Commission act on this STA request no later than June 72 ‘ The Transfer Application has been accepted for filing, and the relevant comment period expires on June 21, 2013. See Public Notice, Satellite Communications Services re: Satellite Radio Applications Accepted for Filing, Report No. SES—0 1552 (May 22, 2013). > Gogo has already obtained International Bureau approval for the transfer of control of its international Section 214 authority. See File No. ITC—T/C—20130429—00126. As of the filing

Application for Earth Station Special Temporary Authority Exhibit 1 Page 2 of 2 If Gogo is forced to delay the road show due to the lack of an STA, the benefits of the IPO could be undermined. Specifically, although the market conditions have recently become very positive for IPO offerings, these conditions can change quickly. Accordingly, even a relatively brief delay in commencement of the IPO process could affect the ultimate success of the IPO and Gogo‘s ability to obtain the capital needed to maintain and expand its services to air travelers and airline operators. Importantly, the capital to be raised through the IPO is critical to fund Gogo‘s expansion of service to international flights, using its ESAA license. This expanded capability is a high priority for the Federal Air Marshal Service ("FAMS") which currently uses Gogo‘s service on domestic flights but is anxious to have connectivity on international routes to improve flight security. Should Gogo lose the current favorable market "window" for any reason, this international deployment could be delayed. ' Finally, the requested STA is justified because Gogo had no possibility to file its underlying transfer of control application any earlier. The blanket ESAA license was granted on May 1, 2013, and Gogo promptly filed the transfer of control application on May 2, 2013. Gogo informed staff of the impending IPO before the grant of the license, but no procedure exists by which a transfer of control application can be initiated while an application for a new license remains pending. For the foregoing reasons, Gogo LLC respectfully requests grant of special temporary authority to permit transfer of control of its ESAA blanket license pending action on the associated Transfer Application. date of this STA application, other applications remain pending with respect to the other licenses and authorizations held by subsidiaries of Gogo. In ULS, see File Nos. 0005699955, 0005719146, and 0005719098 ; in ELS, see File No. 0022—EX—TU—2013. Gogo is separately pursuing Commission action on these applications, all of which are ripe for grant because any relevant public notice period has already expired.


Document Created: 2019-04-22 18:05:50
Document Modified: 2019-04-22 18:05:50
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