Attachment 03302010 notificatio

03302010 notificatio

CONSUMMATION submitted by SkyTerra Subsidiary LLC

2010-03-30

This document pretains to SES-T/C-20080822-01089 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2008082201089_808739

Foreign Ownership Questions for Harbinger-SkyTerra, IB Docket No. 08-184 1) Please submit the principal place of business showing for Harbinger Class L Holdings (Cayman) Ltd. and Harbinger Class PE Holdings (Cayman), Ltd., previously filed in connection with File No. ISP- PDR-20080129-00009, into the record of this proceeding. For purposes of determining the investors’ principal places of business, please use the five factor test specified in the Foreign Carrier Entry Order, 11 FCC Rcd 3873, 3951, ¶ 207 (1995). See also Foreign Ownership Guidelines, 19 FCC Rcd 22612, 22623 (2004). Principal place of business showings for Harbinger Class L Holdings (Cayman) Ltd. and Harbinger Class PE Holdings (Cayman), Ltd., based on the five factor test, are included in an updated Annex 2 to the Petition for Declaratory Ruling (“Annex 2”) that is attached hereto. The updated Annex 2 also includes five factor showings for the Harbinger entities that were included in Harbinger’s previously-filed principal place of business showing and for two new Harbinger entities, Harbinger Capital Partners Offshore Fund II, Ltd., and Harbinger Capital Partners Intermediate Fund II, Ltd. 1 2) Please describe the nature of the interests held by the “Redeemed Investors.” Please categorize the “Redeemed Investors” holding interests in Harbinger Class L Holdings (Cayman) Ltd., Harbinger Class PE Holdings (Cayman), Ltd., Harbinger Class PE Holdings (U.S.) Trust, and Harbinger Class L Holdings (U.S.), LLC in the same manner as the other Harbinger funds included in Annex 1 to the Petition for Declaratory Ruling (“Annex 1”). The nature of the interests held by the “Redeemed Investors” is described in footnotes 7 and 8 of the updated version of Annex 3 to the Petition for Declaratory Ruling (“Annex 3”) that is attached hereto. 2 The updated version of Annex 1 that is attached hereto 3 includes entries for Harbinger Class L Holdings (Cayman) Ltd., Harbinger Class PE Holdings (Cayman), Ltd., Harbinger Class PE Holdings (U.S.) Trust, and Harbinger Class L Holdings (U.S.), LLC, and these entries categorize the “Redeemed Investors” holding interests in these entities in the same manner as the other Harbinger funds included in Annex 1. 4 1 In the updated Annex 2, the world headquarters for Harbinger Class L Holdings (Cayman) Ltd. and Harbinger Class PE Holdings (Cayman), Ltd. have been corrected from “United States” to “Ireland.” In addition, the “Citizenship of Investment Principals, Officers and Directors” entries for Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. have been corrected by adding “Cayman Islands.” 2 See response to Question 6. 3 See response to Question 6. 4 The entries in the updated Annex 1 for Harbinger Class L Holdings (Cayman) Ltd., Harbinger Class PE Holdings (Cayman), Ltd., Harbinger Class PE Holdings (U.S.) Trust, and Harbinger Class L Holdings (U.S.), LLC also categorize, in the same manner as the other Harbinger funds included in Annex 1, the interests in these entities that are not held by the Redeemed Investors, i.e., they also categorize the interests in these entities that are held by Harbinger Capital Partners Offshore Fund I, Ltd. and Harbinger Capital Partners Fund I, L.P. For this purpose, the 39.34% interest held by Harbinger Capital Partners Offshore Fund I, Ltd. in Harbinger Class PE Holdings (Cayman), Ltd. and the 32.90% interest held by Harbinger Capital Partners Offshore Fund I, Ltd. in Harbinger Class L Holdings (Cayman) Ltd., have been included in the final Annex 1 category and treated as an investment by a Cayman entity. Similarly, the 39.34% interest held by Harbinger Capital Partners Fund I, L.P. in Harbinger Class PE Holdings (U.S.) Trust and the 40.76% interest held by Harbinger Capital Partners Fund I, L.P. in Harbinger Class L Holdings (U.S.), LLC have been included in the next-to-last Annex 1 category and treated as an investment by a U.S. entity. In order to view in isolation the interests of the Redeemed Investors, the categorizations for Harbinger Capital Partners Offshore Fund I, Ltd. and Harbinger Capital Partners Fund I, L.P. would need to be subtracted out. For example, if the 39.34% interest held by Harbinger Capital Partners Offshore Fund I, Ltd. in Harbinger Class PE Holdings (Cayman), Ltd. is subtracted out of the 84.10% aggregate equity shown in the last investor category in the Annex 1 entry for Harbinger Class PE Holdings (Cayman), Ltd., all that will remain in the

3) Annex 1 provides a breakdown of investor interests in the Harbinger Capital Partners Offshore Fund I, Ltd., Harbinger Capital Partners Fund I, L.P., Harbinger Capital Partners Special Situations Fund, L.P. (“Special Situations Fund”), Harbinger Capital Partners Special Situations Offshore Fund, L.P. (“Special Situations Offshore Fund”), and Harbinger Capital Partners SSF CFF Fund, Ltd. (“SSF CFF”) Please provide a description of the types of investors that fall under the category “Any investors that do not fall into one of the foregoing categories that are organized in a foreign country or have their principal place of business in a foreign country.” In addition, please provide the aggregate percentage of equity interests that each type of investor holds in the Harbinger funds named above and the principal place(s) of business for each investor. A new Annex 7 to the Petition for Declaratory Ruling (“Annex 7”), which is attached hereto, identifies, for each of Harbinger Capital Partners Offshore Fund I, Ltd., Harbinger Capital Partners Fund I, L.P., the Special Situations Fund, the Special Situations Offshore Fund, and SSF CFF, as well as for Harbinger Class L Holdings (Cayman) Ltd., Harbinger Class PE Holdings (Cayman), Ltd., and Harbinger Capital Partners Offshore Fund II, Ltd., the types of investors 5 that fall into the last Annex 1 investor category, i.e., the category entitled “Any investors that do not fall into one of the foregoing categories that are organized in a foreign country or have their principal place of business in a foreign country.” Annex 7 also shows, for each of these entities, the percentage interest held by each type of investor falling into the last Annex 1 investor category, 6 and the country or countries, 7 based on the classifications in the final column of Appendix 1, 8 associated with the type of investor. For example, Annex 7 shows that 0.22% of the Special Situations Offshore Fund is held by corporations and business entities not falling into one of the other Annex 1 investor categories; 14.05% is held by “family offices”; 48.90% is held by institutional fund-of-funds; and 3.03% is held by professional firms and services providers. Annex 7 also shows that the 0.22% is associated with investors from the Cayman Islands; the 14.05% is associated with investors from Canada, the Cayman Islands, Ireland, Liechtenstein, Netherland Antilles, the Netherlands, Norway, and Switzerland; the 48.90% is associated with investors from Canada, the Cayman Islands, the Channel Islands, Germany, Guernsey, Ireland, Italy, Luxembourg, Panama, Switzerland, and the British Virgin Islands; and the 3.03% is associated with investors from the Cayman Islands, Norway, and Switzerland. 4) Please confirm that the investors of Harbinger Capital Partners Offshore Fund I, Ltd. are prohibited from participating in the day-to-day management of the fund and are afforded only the usual and customary minority investor protections. The investors of Harbinger Capital Partners Offshore Fund I, Ltd. (the “Offshore Feeder”), which is a Cayman Islands exempted company, are passive investors with no day-to-day involvement in the investment selection, investment management or business operations of the Offshore Feeder. Rather, the Offshore Feeder has delegated these functions, under an Investment Management Agreement, to Annex 1 entry for Harbinger Class PE Holdings (Cayman), Ltd. will be attributable to the Redeemed Investors having interests in Harbinger Class PE Holdings (Cayman), Ltd. 5 Footnotes 1-6 of Annex 7 provide descriptions of the types of investors. 6 Annex 7 does not include information with respect to Harbinger Capital Partners Fund I, L.P., because as shown in Annex 1, Harbinger Capital Partners Fund I, L.P. does not have any investors that fall under the category “Any investors that do not fall into one of the foregoing categories that are organized in a foreign country or have their principal place of business in a foreign country.” 7 The countries are shown in footnotes 7-29 of Annex 7. 8 The final column of Appendix 1 identifies, for particular categories of investors, the “Country of Citizenship/Country of Organization/Principal Place of Business of Beneficial Owner of Equity Interest.”


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Document Modified: 2019-04-07 01:06:38
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