Attachment 20091028124359.pdf

20091028124359.pdf

Section 1.65 Notification submitted by DowLohnes

Section 1.65 ltr

2009-10-15

This document pretains to SES-T/C-20090724-00913 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2009072400913_773306

ORIGINAL z)i DOWLOhneS Raymond G. Bender D 202.776.2758 _E rbender@dowlohnes.com October 15, 2009 F|LED/ACCEPTED oct 15 2009 J Communications Commission Marlene H. Dortch, Esq. Federa ogfice of the Secretary Secretary Federal Communications Commission 445 12th Street, SW, Room 8B201 RECE , VE D Washington, DC 20554 OCT 2 1 2008 Re: Reuters America LLC Satellite Division Pro Forma Transfer of Control International Bureau File No. SES—T/C—20090724—00913 Dear Ms. Dortch: On September 10, 2009, undersigned counsel notified the Commission, on behalf of Reuters America LLC ("Reuters"), licensee of three non—common carrier earth stations, that all acts necessary to consummate the pro forma transfer of control authorized by FCC grant of the above—referenced application were completed as of that date. We recently learned, however, that said notification was not sufficiently precise in describing the transaction that occurred as of September 10. Pursuant to Section 1.65 of the rules, and in accordance with the advice of Karl Kensinger of the International Bureau, this letter describes the partial transaction that occurred as of September 10, and reports on potential next steps for consummating the authorized pro forma transaction in its entirety. The purpose of the above—referenced pro forma transfer application was to obtain FCC consent to unify Thomson Reuters‘ dual listed company ("DLC") structure—whereby Thomson Reuters had two parent—level companies, i.e., Thomson Reuters Corporation and Thomson Reuters PLC—by moving to a traditional single parent company structure. The application reported that "[i)mplementing unification will involve a change in capital structure whereby Thomson Reuters PLC will become a subsidiary of Thomson Reuters Corporation...," and that "as a result of these and related steps, which will occur over a short period of time, all of the companies in the Thomson Reuters organization ultimately will be owned by Thomson Reuters Corporation."‘ Attachment D to the Transfer Application, entitled "Post—DLC Unification Control Structure (July 2009)," depicted the new ownership and control structure after all of the DLC unification—related steps had been completed. As of September 10, 2009, Thomson Reuters PLC did become a subsidiary of Thomson Reuters Corporation as set forth in the Transfer Application and noted above. However, in view _ See Pro Forma Transfer of Control Application in SES—T/C—20090724—00913 (hereinafter "Transfer Application"), Exhibit E p. 3—4. Dow Lohnes PLLC WasHincton, DC | AttantaA, GA 1200 New Hampshire Avenue, NW, Suite 800 Attorneys at Law Washington, DC 20036—6802 www.dowlohnes.com T 202.776.2000 F 202.776.2222

Marlene H. Dortch, Esq. October 15, 2009 Page 2 of Canadian tax considerations currently under review by the company, the related steps that were to have occurred shortly thereafter have not yet occurred. Accordingly, the pro forma transaction authorized pursuant to the above—referenced application has only been partially implemented to date. A substitute Attachment D—entitled "Post—DLC Unification Control Structure (Interim September 2009)"— is being provided herewith to depict the company‘s current ownership and control structure and show that while Thomson Reuters PLC has become a direct subsidiary of Thomson Reuters Corporation, it has not yet completed the final step of becoming a direct subsidiary of TR International Holdings Sarl. As can be seen from Attachment D, all of the transactions effectuated to date, as well as any remaining DLC unification—related steps, involve solely Thomson Reuters entities that previously have been approved by the Commission. Once Thomson Reuters has completed a further tax analysis, it will decide whether to implement the final step of the authorized transaction whereby Thomson Reuters Plc would become a direct subsidiary of TR International Holdings Sarl and, if so, when this final step would occur, at which time we shall notify the Commission. If it is decided that an alternative structure should be implemented, Reuters will submit a pro forma transfer application to cover any such alternative structure. Should any question arise with regard to this matter, kindly communicate with the undersigned. Respectfully submitted, Raymond G. Bender, Jr. Counsel to Reuters America LLC Enclosure RGB/vll ce: Karl Kensinger, Esq. Jeanette Spriggs David Janas, Esq. Michele Berlove, Esq.

Attachment D (Interim September 2009) Thomson Reuters Post—DLC Unification Control Structure All voting interests reflected on this chart are 100% unless otherwise indicated. Woodbridge Approx. 55% TR Corp |_! 5. NSuLc _ TR Plc | ** I; 63.15% Ontario | TR (2008) "__ Limited _ TRint] ~, \Holdings Sart! * | 95.29% TRCL 4.71 .. sz a I mss S e TRHL (BHSA LN Holdings I* '(UK Tax Res)! TRFSA LNUK o unnmi LNUS _ [fi TRUSHI Physicians Desl{ _ ‘Thomson —| ‘Reference Inc.. Reuters | | (__USA,Inc.__| memmdmmmy TR No. 4 Inc. | Thomson Financial | | Holdings Inc | _ | — I TR No. 5 LLC Thomcorp C 5 1 Holdings Inc. _ mm O J_ — TR (TRI) Inc. | Thomson Reuters i oo ies (Markets) LLC | rovafoan repmmmmintommreny _ Reuters | America LLC | | TR No. 8 Inc. _ ‘Thomson _ Reuters x Usrm- * Note: Woodbridge holds its 55% interest in Thomson Reuters Corporation either directly or through affiliates or wholly—owned subsidiaries, with the following wholly—owned subsidiaries holding a 10% or greater interest in Thomson Reuters Corporation: 1683560 Ontario Limited (19.64%) and 1761489 Ontario Limited (12.07%). See Attachment C for further details. ** Thomas Reuters PLC had considered changing its name to Thomson Reuters UK Limited, but that name change has not occurred.


Document Created: 2019-04-28 11:38:58
Document Modified: 2019-04-28 11:38:58
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