Attachment Exhibit E

This document pretains to SES-T/C-20100610-00692 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2010061000692_820956

                                                                           FCC FORM 312
                                                                              EXHIBIT E
                                                                               Page 1 of 3

                           DESCRIPTION OF OWNERSHIP

                            Response to Questions 34 and A20

        Stratos Offshore Services Company (“Stratos Offshore”) and Stratos
Communications, Inc. (“Stratos Communications” and, together with Stratos Offshore,
the “Licensees”) are holders of satellite radio earth station licenses, and are wholly-
owned direct subsidiaries of Stratos Holdings, Inc. (“Stratos Holdings”), which is a
wholly-owned direct subsidiary of Stratos Wireless Inc. (a Canadian corporation), which
is a wholly-owned direct subsidiary of Stratos Global Corporation (“Stratos Global”) (a
Canadian corporation). In turn, Stratos Global is a wholly-owned direct subsidiary of
CIP Canada Investment Inc. (“CIP Canada”) (a Canadian corporation). CIP Canada is a
wholly-owned direct subsidiary of CIP UK Holdings Limited (“CIP UK Holdings”),
which is a wholly-owned direct subsidiary of Inmarsat Finance III Limited (“ Finance
III”), which is a wholly-owned direct subsidiary of Inmarsat plc (“Inmarsat”). CIP UK
Holdings, Finance III, and Inmarsat were formed under the laws of England and Wales.

        Following the consummation of the first phase of a proposed two-phase
reorganization described in previously filed applications,1 Stratos Global and CIP Canada
will be removed from the chain of ownership between Inmarsat and each Licensee, with
Stratos Offshore and Stratos Communications remaining under the ultimate ownership
and control of Inmarsat. Following the consummation of the second phase of the
reorganization, which is the subject of the instant application and which is described in
greater detail in Exhibit F hereto, the Licensees will be wholly-owned subsidiaries of
Stratos Holdings. Stratos Holdings will be held by Inmarsat US Investments Limited
(100% of the preferred shares), its parent Inmarsat US Services LLC (20% of the
common shares), and its parent Inmarsat Group Holdings Inc. (80% of the common
shares). Inmarsat Group Holdings Inc. will be a wholly-owned subsidiary of CIP UK
Holdings, which will be a wholly-owned subsidiary of Finance III. In turn, Finance III
will be a wholly-owned subsidiary of Inmarsat Ventures Ltd, a wholly-owned subsidiary
of Inmarsat Investments Ltd, which will be a wholly-owned subsidiary of Inmarsat Group
Ltd, which will be a wholly-owned subsidiary of Inmarsat Holdings Ltd, which will be a
wholly-owned subsidiary of Inmarsat.

       All of the entities involved in each phase of the reorganization are presently, and
will continue to be, wholly-owned subsidiaries of Inmarsat. They are simply being
moved around within the Inmarsat organizational structure.

       Three organizational charts are attached to this exhibit, reflecting (i) the current
ownership chain of the Licensees, (ii) the ownership of the Licensees following
consummation of Phase 1 of the reorganization, and (iii) the ownership of the Licensees
following consummation of Phase 2 of the reorganization.


1
 See File Nos. SES-T/C-20100521-000638, SES-T/C-20100521-000639, SES-T/C-20100521-000642, and
SES-T/C-20100521-000643.


                                                                                     FCC FORM 312
                                                                                        EXHIBIT E
                                                                                         Page 2 of 3


        Inmarsat plc is a widely-held public company traded on the London Stock
Exchange. The following entities or individuals hold ten percent or greater interests in
Inmarsat plc, and indirectly in Stratos Offshore: Harbinger Capital Partners Master Fund
I, Ltd. (“Master Fund”) (28.13%2); Harbinger Capital Partners Special Situations Fund,
L.P. (“Special Fund”) (28.13%); HGW Holding Company, L.P. (“HGW”) (28.13%),
Harbinger Capital Partners LLC (investment manager to the Master Fund and Special
Fund) (28.13%); Harbinger Capital Partners Special Situations GP, LLC (“HCPSS”)
(general partner of Special Fund) (28.13%); Harbinger Holdings, LLC (managing
member of Harbinger Capital Partners LLC and HCPSS) (28.13%); HGW GP, Ltd
(“HGWGP”) (general partner of HGW) (28.13%); Philip A. Falcone (managing member
of Harbinger Holdings, LLC, portfolio manager to the Master Fund and Special Fund,
and controlling interest holder in HGWGP) (28.13%); and Lansdowne Partners Limited
(“Lansdowne”) (13.04%, aggregate voting power held through management of various
Landsdowne investment funds). The Master Fund, HGW and HGWGP are organized
under the laws of the Cayman Islands, whereas the Special Fund is a Delaware limited
partnership. Each of the other named Harbinger entities is a Delaware limited liability
company. Lansdowne was formed under the laws of England and Wales.

        No other person or entity directly or indirectly holds a ten percent or greater
ownership interest in Stratos Offshore and Stratos Communications. The Commission
has previously approved the indirect foreign ownership in Stratos Offshore and Stratos
Communications.3 Accordingly, the proposed reorganization does not raise any foreign
ownership issues. The address, citizenship, and principle business for the interest holders
disclosed above after the conclusion of the reorganization are as follows:

CIP UK Holdings Limited             Harbinger Capital Partners           Harbinger Capital Partners
1200 Eighteenth Street, NW          LLC                                  Master Fund I, Ltd.
Washington, DC 20036                555 Madison Avenue, 16th Floor       c/o International Fund Services
Citizenship: United Kingdom         New York, NY 10022                   (Ireland) Limited
Principle business: Investment      Citizenship: United States           3rd Floor, Bishop’s Square
                                    Principle business: Investment       Dublin, Ireland 2
                                                                         Citizenship: Cayman Islands
                                                                         Principle business: Investment




2
  The ownership interests reported herein reflect the collective holdings of Master Fund and Special Fund
(28.13%) in Inmarsat plc, and are accurate as of the time the Harbinger and Lansdowne entities submitted
notifications to Inmarsat plc regarding their ownership interests therein.
3
    See Robert M. Franklin, Transferor and Inmarsat, PLC, Transferee, Consolidated Application
for Consent to Transfer of Control of Stratos Global Corporation and Its Subsidiaries from an
Irrevocable Trust to Inmarsat, plc, Memorandum Opinion and Order and Declaratory Ruling, 24
FCC Rcd 449 (IB 2009).


                                                                              FCC FORM 312
                                                                                 EXHIBIT E
                                                                                  Page 3 of 3

Harbinger Capital Partners       Harbinger Capital Partners       Harbinger Holdings, LLC
Special Situations Fund, L.P.    Special Situations GP, LLC       555 Madison Avenue, 16th Floor
555 Madison Avenue, 16th Floor   555 Madison Avenue, 16th Floor   New York, NY 10022
New York, NY 10022               New York, NY 10022               Citizenship: United States
Citizenship: United States       Citizenship: United States       Principle business: Investment
Principle business: Investment   Principle business: Investment
HGW GP, Ltd.                     HGW Holding Company, L.P.        Inmarsat Finance III Limited
555 Madison Avenue, 16th Floor   555 Madison Avenue, 16th Floor   99 City Road
New York, NY 10022               New York, NY 10022               London, United Kingdom
Citizenship: Cayman Islands      Citizenship: Cayman Islands      EC1Y 1AX
Principle business: Investment   Principle business: Investment   Citizenship: United Kingdom
                                                                  Principle business: Investment

Inmarsat Group Holdings Inc.     Inmarsat Group Limited           Inmarsat Holdings Limited
1101 Connecticut Avenue, NW      99 City Road                     99 City Road
Suite 1225                       London, United Kingdom           London, United Kingdom
Washington, DC 20036             EC1Y 1AX                         EC1Y 1AX
Citizenship: United States       Citizenship: England and Wales   Citizenship: England and Wales
Principle business: Investment   Principle business: Investment   Principle business: Investment

Inmarsat Investments Limited     Inmarsat plc                     Inmarsat US Services LLC
99 City Road                     99 City Road                     1101 Connecticut Avenue, NW
London, United Kingdom           London, United Kingdom           Suite 1225
EC1Y 1AX                         EC1Y 1AX                         Washington, DC 20036
Citizenship: England and Wales   Citizenship: United Kingdom      Citizenship: United States
Principle business: Investment   Principle business: Telecom      Principle business: Investment

Inmarsat US Investments          Inmarsat Ventures Limited        Landsdowne Partners Limited
Limited                          99 City Road                     15 Davies Street
99 City Road                     London, United Kingdom           London, United Kingdom
London, United Kingdom           EC1Y 1AX                         W1K 3AG
EC1Y 1AX                         Citizenship: England and Wales   Citizenship: United Kingdom
Citizenship: England and Wales   Principle business: Investment   Principle business: Investment
Principle business: Investment

Philip Falcone                   Stratos Holdings, Inc.
555 Madison Avenue, 16th Floor   6550 Rock Spring Drive
New York, NY 10022               Suite 650
Citizenship: United States       Bethesda, MD 20187
Principle business: Investment   Citizenship: United States
                                 Principle Business: Telecom


 PRESENT OWNERSHIP AND CONTROL OF THE STRATOS LICENSEES




                         Inmarsat plc
                     (England and Wales)


                                  100%

                     Inmarsat Finance III
                           Limited           *All percentages represent both
                     (England and Wales)     equity and voting interests.

                                  100%

                      CIP UK Holdings
                           Limited
                     (England and Wales)

                                  100%

                         CIP Canada
                       Investment Inc.
                          (Canada)

                                  100%

                     Stratos Global Corp.
                           (Canada)


                                  100%

                     Stratos Wireless Inc.
                           (Canada)


                                  100%

                    Stratos Holdings, Inc.
                         (Delaware)


                                  100%



Stratos Mobile         Stratos Offshore           Stratos
Networks, Inc.        Services Company       Communications Inc.
  (Delaware)              (Delaware)            (Delaware)


   OWNERSHIP AND CONTROL OF THE STRATOS LICENSEES POST
     CONSUMMATION OF PHASE 1 OF THE REORGANIZATION




                         Inmarsat plc
                     (England and Wales)

                                              *All percentages represent both
                                   100%
                                              equity and voting interests.
                     Inmarsat Finance III
                           Limited
                     (England and Wales)

                                   100%

                      CIP UK Holdings
                           Limited
                     (England and Wales)

                                   100%

                     Stratos Wireless Inc.
                           (Canada)


                                   100%

                     Stratos Holdings, Inc.
                          (Delaware)


                                   100%



Stratos Mobile         Stratos Offshore            Stratos
Networks, Inc.        Services Company        Communications Inc.
  (Delaware)              (Delaware)             (Delaware)


OWNERSHIP AND CONTROL OF THE STRATOS LICENSEES POST
  CONSUMMATION OF PHASE 2 OF THE REORGANIZATION

                 Inmarsat plc
             (England and Wales)

  100%                                                 *All percentages represent both equity
                                                       and voting interests, unless otherwise
            Inmarsat Holdings Ltd                      noted.
             (England and Wales)

  100%

              Inmarsat Group Ltd
             (England and Wales)

  100%

           Inmarsat Investments Ltd
             (England and Wales)

  100%

            Inmarsat Ventures Ltd
             (England and Wales)

  100%

         Inmarsat Finance III Limited
            (England and Wales)

  100%

          CIP UK Holdings Limited
            (England and Wales)

  100%

         Inmarsat Group Holdings Inc.          80% Common Shares
                  (Delaware)

  100%
                                          20% Common Shares
          Inmarsat US Services LLC
                 (Delaware)
                                          100%
  100%                                   Preferred
                                          Shares
           Inmarsat US Investments
                   Limited
             (England and Whales)


                                        Stratos Holdings, Inc.
                                             (Delaware)
                               100%




         Stratos Mobile                   Stratos Offshore                         Stratos
         Networks, Inc.                  Services Company                     Communications Inc.
           (Delaware)                        (Delaware)                          (Delaware)



Document Created: 2010-06-04 14:00:30
Document Modified: 2010-06-04 14:00:30

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