Attachment 1.65 letter

1.65 letter

LETTER submitted by SES GLOBAL S.A.

letter

2006-03-21

This document pretains to SES-T/C-20060106-00013 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2006010600013_490159

HOGAN & HARTSON L.L.P COLUMBIA SQUARE 555 THIRTEENTH STREET, NW KARISC,;.U};?ESLT INGS WASHINGTON, DC 20004—1109 (202) e37—5767 March 21, 2006 TEL (202) 637—5600 KAHASTINGS@HHLAW. COM FAX (202) 637—5910 WWW.HHLAW.COM BY ELECTRONIC FILING Ms. Marlene H. Dortch Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 RE: File Nos. SAT—PPL—20060106—00003, SAT—AMD—20060317— 00026, SES—T/C—20060106—00013, & SES—AMD—20060320— 00732; IB Docket No. 06—23 Notification Pursuant to § 1.65 Dear Ms. Dortch: SES GLOBAL S.A. (°SES GLOBAL"), by its attorneys and pursuant to Section 1.65 of the Commiuission‘s rules, hereby updates the above—referenced applications (the "Transfer Applications") to reflect a non—substantive change in the ownership of SES GLOBAL as described in the Transfer Applications. Specifically, SES GLOBAL has been advised that the General Electric Company subsidiaries that are the sole holders of Class C shares of SES GLOBAL (the "GE Entities") will be selling roughly one—quarter of their interest in SES GLOBAL, representing 35 million shares. The GE Entities will sell their shares after converting them into Fiduciary Depositary Receipts ("FDRs"), which represent Class A shares of SES GLOBAL and are publicly traded on the Luxembourg and Euronext exchanges. The sale of shares by the GE Entities will not alter the Luxembourg government‘s interest in SES GLOBAL. The SES GLOBAL Board of Directors today authorized the company to repurchase a portion of the shares being sold (7 million shares) under an ongoing share buy—back program, pursuant to which these shares will subsequently be cancelled. SES GLOBAL expects that the remaining FDRs to be sold by the GE Entities will be purchased by institutional investors. As a result of this sale, and taking into account the authorized share buy—back and cancellation, the effective economic interest collectively held by the GE Entities will decline from 25% to 19%, and the effective voting power of the GE Entities will decline from 20% to 15%. BERLIN BRUSSELS LONDON PARIS BUDAPEST PRAGUE WARSAW MOSCOW TOKYO NEW YORK BALTIMORE McLEAN MIAMI DENVER BOULDER COLORADO SPRINGS LOS ANGELES

HOGAN & HARTSON 1L.L.r Ms. Marlene H. Dortch March 21, 2006 Page 2 SES GLOBAL does not expect that the sale of shares by the GE Entities will result in any shareholder acquiring a 10% or greater economic or voting interest in SES GLOBAL. However, the sale will affect the relative interests held by Class C and Class A shareholders collectively and alter the composition of the SES GLOBAL Board of Directors. The sale will increase the collective economic interest held by the Class A shareholders from 58% to 64% and their effective voting power from 46.5% to 51.4%. Following the sale, the Class C shareholders will be allowed two rather than three of the eighteen member SES GLOBAL Board; ten rather than nine of the members will be elected based on nominations representing the Class A shareholders. The sale will have no impact on the interest of the Luxembourg government in SES GLOBAL, which as direct or indirect holder of all the Class B shares of the company will continue to hold a 16.67% economic and 33.33% voting interest. The SES GLOBAL Articles of Incorporation fix the ratio between the total of Class A and C shares and the Class B shares at two—to—one. Accordingly, as part of the authorized buy—back, SES GLOBAL will repurchase and subsequently cancel 3.5 million Class B shares in order to maintain this rati0. The decision by the GE Entities to sell some of their shares affects in a few respects the information previously provided in the Exhibits to the Transfer Applications. Revised Exhibits are attached to this letter. Please direct any questions regarding this submission to the undersigned. Respectfully submitted, Peter A. Rohrbach Karis A. Hastings Counsel for SES GLOBAL S.A. Attachments

REVISED EXHIBIT TO FILE NO. SAT—PPL—20060106—00003

SES GLOBAL S.A. FCC Form 312 Exhibit B Page 1 of 3 Exhibit B OWNERSHIP AND CONTROL OF SES GLOBAL As described in Exhibit A, SES GLOBAL has agreed to acquire the parent of New Skies, which operates three spacecraft on the Commission‘s Permitted Space Station List. New Skies‘ wholly—owned subsidiary New Skies Networks, Inc. (°NSN") holds Commission licenses to operate six non—common carrier earth stations. This transaction does not implicate the foreign ownership restrictions in Sections 310(a) and 310(b) of the Communications Act. Neither New Skies nor NSN holds any common carrier authorizations, and no foreign government will hold any radio license following the transaction. The Commiuission routinely grants applications for new licenses for space and earth stations filed by SES GLOBAL‘s wholly—owned subsidiary, SES AMERICOM. Nevertheless, the Applicants provide the following information on the ownership and control of SES GLOBAL out of an abundance of caution and to assist the Commission in its evaluation of the proposed transaction. Specifically, under the terms of the agreement between the Applicants, New Skies Satellites Holdings Ltd. ("New Skies Holdings") will amalgamate with SES Holdings (Bermuda) Limited, a newly—formed Bermuda company that is a wholly—owned subsidiary of SES GLOBAL. Both New Skies and NSN are indirect, wholly—owned subsidiaries of New Skies Holdings. Thus, the effect of the transaction will be to make New Skies and NSN indirect, wholly—owned subsidiaries of SES GLOBAL. A chart depicting the ownership of New Skies and NSN subsequent to the transaction is attached to this Exhibit. All the entities on the chart with the exception of New Skies and NSN are holding companies, and the jurisdictions in which they are organized are shown on the chart. All the entities will be wholly owned by SES GLOBAL following consummation. SES GLOBAL is a Luxembourg company with its headquarters in Betzdorf, Luxembourg. SES GLOBAL has three classes of shares (A, B, and C). All shares have one vote each, but the Class B shares carry 40% of the economic rights of shares of Classes A and C. The sole holders of Class C shares of SES GLOBAL are GE—CFE Luxembourg, S. a r.l. CGE—CFE") and GE Capital Equity Holdings, Inc. CGECEH"). GE—CFE and GECEH (the "GE Entities") are wholly—owned indirect subsidiaries of General Electric Company (°GE"). The GE Entities have announced that they plan

SES GLOBAL S.A. FCC Form 312 Exhibit B Page 2 of 3 to sell a portion of their interest in SES GLOBAL. Following this sale, the combined holdings of the GE Entities will represent an effective economic interest of 19.05% and effective voting power of 15.24%.‘ GE is a widely—held, publicly traded U.S. corporation. No person or entity holds an interest in GE sufficient to represent a 10% or greater indirect economic or voting interest in SES GLOBAL. The Etat du Grand Duché de Luxembourg (the "State of Luxembourg") —— and Banque et Caisse d‘Epargne de lEtat (CBCEE") and Société Nationale de Crédit et d‘Investisement ("SNCI"), each of which is an institution created by act of the Luxembourg Parliament and 100% owned by the State of Luxembourg —— are the sole holders of Class B shares of SES GLOBAL. The Class B shareholdings represent an effective economic interest of 16.67% and effective voting power of 33.33% .2 1 These percentages represent the interests of the GE Entities following cancellation of shares that will be purchased by SES GLOBAL as part of a buy—back program, pursuant to which SES GLOBAL will acquire 7 million of the 35 million shares to be sold by the GE Entities. The buy—back program will provisionally dilute the voting and economic interests of the participating shareholders pending subsequent cancellation of the repurchased shares. 2 These percentages take into account the effect of the purchase of shares by SES GLOBAL as part of the buy—back program, pursuant to which SES GLOBAL will purchase and subsequently cancel 3.5 million Class B shares. This is necessary to maintain the required ratio of two—to—one between the total number of Class A and C shares and the number of Class B shares. The buy—back program will provisionally dilute the voting and economic interests of the participating shareholders pending subsequent cancellation of the repurchased shares. The Commission previously considered whether the foreign government ownership position in SES GLOBAL presented any public interest concerns in the context of the acquisition by SES GLOBAL of what is now SES AMERICOM. In that proceeding, SES GLOBAL presented extensive information regarding the rights associated with the Class B shares, and compared those rights to common minority shareholder protections. SES GLOBAL also discussed the regulatory licensing policies of Luxembourg applicable to SES ASTRA. The Commuission found that even assuming the State of Luxembourg would control SES GLOBAL, "such control would not pose a high risk to competition in U.S. markets that would warrant special conditions." See General Electric Capital Corporation and SES GLOBAL S.A., Order and Authorization, 16 FCC Red 17575, 17591 (IB & WTB 2001). Since 2001, foreign government ownership and control of SES GLOBAL has

SES GLOBAL S.A. FCC Form 312 Exhibit B Page 3 of 3 The Class A shares are held by non—U.S. companies and by the public in the form of Fiduciary Deposit Receipts ("FDRs") that are publicly traded on the Luxembourg and Euronext exchanges. Following the sale by the GE Entities discussed above, which will require the Class C shares to be first converted to FDRs, the Class A shares will collectively represent an effective economic interest of 64.28% and effective voting power of 51.43%; the publicly—traded FDRs (the "free float") will collectively represent an effective economic interest of 53.45% and effective voting power of 42.76%. As of December 8, 2005, the Class A shareholders with an interest of greater than 0.05% in SES GLOBAL were all companies organized under the laws of Luxembourg or Belgium. SES GLOBAL does not have current information regarding the identity or citizenship of the FDR holders. However, to SES GLOBAL‘s knowledge, no person or entity holds FDRs representing a 10% or greater voting or economic interest in SES GLOBAL. Under Luxembourg law, any person acquiring FDRs representing a 10% or greater voting interest would be required to notify SES GLOBAL, and the company has received no such notification. decreased. Deutsche Telekom (which is partially owned by the German government) sold its shares in SES GLOBAL in 2004. In addition, the rights of the Luxembourg government with respect to consent to significant share acquisitions have been narrowed.

REVISED EXHIBIT TO FILE NO. SES—T/C—20060106—00013

SES GLOBAL S.A. FCC Form 312 Exhibit E Page 1 of 3 Exhibit E: Response to Item A20 OWNERSHIP AND CONTROL OF SES GLOBAL As described in Exhibit F, SES GLOBAL has agreed to acquire the parent of New Skies Networks, Inc. (°NSN"), which holds Commission licenses to operate six non—common carrier earth stations, and New Skies Satellites B.V. ((New Skies"), which operates three spacecraft on the Commission‘s Permitted Space Station List. This transaction does not implicate the foreign ownership restrictions in Sections 310(a) and 310(b) of the Communications Act. Neither New Skies nor NSN holds any common carrier authorizations, and no foreign government will hold any radio license following the transaction. The Commission routinely grants applications for new licenses for space and earth stations filed by SES GLOBAL‘s wholly—owned subsidiary, SES AMERICOM. Nevertheless, the Applicants provide the following information on the ownership and control of SES GLOBAL out of an abundance of caution and to assist the Commission in its evaluation of the proposed transaction. Specifically, under the terms of the agreement between the Applicants, New Skies Satellites Holdings Ltd. ((New Skies Holdings") will amalgamate with SES Holdings (Bermuda) Limited, a newly—formed Bermuda company that is a wholly—owned subsidiary of SES GLOBAL. Both New Skies and NSN are indirect, wholly—owned subsidiaries of New Skies Holdings. Thus, the effect of the transaction will be to make New Skies and NSN indirect, wholly—owned subsidiaries of SES GLOBAL. A chart depicting the ownership of New Skies and NSN subsequent to the transaction is attached to this Exhibit. All the entities on the chart with the exception of New Skies and NSN are holding companies, and the jurisdictions in which they are organized are shown on the chart. All the entities will be wholly owned by SES GLOBAL following consummation. SES GLOBAL is a Luxembourg company with its headquarters in Betzdorf, Luxembourg. SES GLOBAL has three classes of shares (A, B, and C). All shares have one vote each, but the Class B shares carry 40% of the economic rights of shares of Classes A and C. The sole holders of Class C shares of SES GLOBAL are GE—CFE Luxembourg, 8. a r.l. CGE—CFE") and GE Capital Equity Holdings, Inc. CGECEH"). GE—CFE and GECEH (the "GE Entities") are wholly—owned indirect subsidiaries of

SES GLOBAL S.A. FCC Form 312 Exhibit E Page 2 of 3 General Electric Company (CGE"). The GE Entities have announced that they plan to sell a portion of their interest in SES GLOBAL. Following this sale, the combined holdings of the GE Entities will represent an effective economic interest of 19.05% and effective voting power of 15.24%. GE is a widely—held, publicly traded U.S. corporation. No person or entity holds an interest in GE sufficient to represent a 10% or greater indirect economic or voting interest in SES GLOBAL. The Etat du Grand Duché de Luxembourg (the "State of Luxembourg") —— and Banque et Caisse d‘Epargne de l‘Etat (CBCEE") and Société Nationale de Crédit et d‘Investisement ("SNCI"), each of which is an institution created by act of the Luxembourg Parliament and 100% owned by the State of Luxembourg —— are the sole holders of Class B shares of SES GLOBAL. The Class B shareholdings represent an effective economic interest of 16.67% and effective voting power of 33.33%.> 1 These percentages represent the interests of the GE Entities following cancellation of shares that will be purchased by SES GLOBAL as part of a buy—back program, pursuant to which SES GLOBAL will acquire 7 million of the 35 million shares to be sold by the GE Entities. The buy—back program will provisionally dilute the voting and economic interests of the participating shareholders pending subsequent cancellation of the repurchased shares. 2 These percentages take into account the effect of the purchase of shares by SES GLOBAL as part of the buy—back program, pursuant to which SES GLOBAL will purchase and subsequently cancel 3.5 million Class B shares. This is necessary to maintain the required ratio of two—to—one between the total number of Class A and C shares and the number of Class B shares. The buy—back program will provisionally dilute the voting and economic interests of the participating shareholders pending subsequent cancellation of the repurchased shares. The Commission previously considered whether the foreign government ownership position in SES GLOBAL presented any public interest concerns in the context of the acquisition by SES GLOBAL of what is now SES AMERICOM. In that proceeding, SES GLOBAL presented extensive information regarding the rights associated with the Class B shares, and compared those rights to common minority shareholder protections. SES GLOBAL also discussed the regulatory licensing policies of Luxembourg applicable to SES ASTRA. The Commission found that even assuming the State of Luxembourg would control SES GLOBAL, "such control would not pose a high risk to competition in U.S. markets that would warrant special conditions." See General Electric Capital Corporation and SES GLOBAL S.A., Order and Authorization, 16 FCC Red 17575, 17591 (IB & WTB

SES GLOBAL S.A. FCC Form 312 Exhibit E Page 3 of 3 The Class A shares are held by non—U.S. companies and by the public in the form of Fiduciary Deposit Receipts (CFDRs") that are publicly traded on the Luxembourg and Euronext exchanges. Following the sale by the GE Entities discussed above, which will require the Class C shares to be first converted to FDRs, the Class A shares will collectively represent an effective economic interest of 64.28% and effective voting power of 51.43%; the publicly—traded FDRs (the "free float") will collectively represent an effective economic interest of 53.45% and effective voting power of 42.76%. As of December 8, 2005, the Class A shareholders with an interest of greater than 0.05% in SES GLOBAL were all companies organized under the laws of Luxembourg or Belgium. SES GLOBAL does not have current information regarding the identity or citizenship of the FDR holders. However, to SES GLOBAL‘s knowledge, no person or entity holds FDRs representing a 10% or greater voting or economic interest in SES GLOBAL. Under Luxembourg law, any person acquiring FDRs representing a 10% or greater voting interest would be required to notify SES GLOBAL, and the company has received no such notification. 2001). Since 2001, foreign government ownership and control of SES GLOBAL has decreased. Deutsche Telekom (which is partially owned by the German government) sold its shares in SES GLOBAL in 2004. In addition, the rights of the Luxembourg government with respect to consent to significant share acquisitions have been narrowed.


Document Created: 2006-03-21 15:45:21
Document Modified: 2006-03-21 15:45:21
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