Attachment Exhibit E

This document pretains to SES-T/C-20100611-00694 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2010061100694_821912

                                                                        FCC Form 312, Exhibit E
                                                                                    Page 1 of 4


                         Exhibit E: Response to Items 34 and A20

                   OWNERSHIP AND CONTROL OF VIZADA, INC.

        By this application, Vizada, Inc. (“Vizada”) seeks Commission consent to the pro
forma transfer of control of earth station licenses held by Vizada. The transfer of control will
occur through a minor restructuring of Vizada’s ownership chain. Specifically, a majority of
the shares of Vizada’s parent, Mobsat Group Holding S.à. r.l. (“MobSat Group Holding”) will
be transferred to a new Luxembourg-based holding company, Chrysaor S.à. r.l. (“Chrysaor”).
The post-closing ownership and control of Vizada is described in this Exhibit.1 In addition,
an ownership chart is attached.

        Vizada is proposing only minor, non-substantial changes in its ownership structure as
recently approved by the Commission in March 2010.2 Vizada, a Delaware corporation, is
and will remain an indirect wholly-owned subsidiary of MobSat Group Holding, a
Luxembourg company. The proposed transaction involves transfer of a majority of the shares
of MobSat Group Holding (88.3%) to Chrysaor. Chrysaor is a société à responsabilité
limitée (the equivalent of a limited liability company) under Luxembourg law. A group of
current shareholders of MobSat Group Holding will own 97.2% of the shares of Chrysaor
post-closing, and through Chrysaor, will continue to hold substantial interests in Vizada.
Specifically, Apax France VI (“Apax France”) will hold a 52.1% total interest in Vizada,
Altamir Amboise SCA (“Altamir Amboise”) will hold a 20.3% total interest in Vizada, and
Apax Parallel Investment V (“API V”) will hold a 14.9% total interest in Vizada. Apax
France is a fonds commun de placement à risques (an investment fund) organized under
French law. Altamir Amboise is organized in France as a société en commandite par action,
which is equivalent to a limited partnership in the United States. API V is a Delaware limited
partnership in which an interest of greater than 99% is held by Summer Street Satellite
Holding Company, Ltd. (“Summer Street”), a Cayman Islands company. Summer Street is
wholly owned by GEAM International Private Equity Fund, L.P., a private equity fund
organized in Delaware that is sponsored by GE Asset Management, Inc.

        Information regarding the five factors considered by the Commission in determining
an entity’s principal place of business is provided below for Chrysaor, the transferee:

    1. Country of Organization: Luxembourg.

    2. Nationality of Investment Principals, Officers and Directors: The principal
       shareholders are French and U.S. entities; the sole manager is a citizen of France.

    3. Location of World Headquarters: Registered office is in Luxembourg

1
       In May, Vizada submitted a Petition for Declaratory Ruling seeking approval of the
proposed changes in Vizada’s foreign ownership that will result from insertion of Chrysaor
into Vizada’s ownership chain. See In the Matter of Vizada, Inc. Petition for Declaratory
Ruling Pursuant to Section 310(b)(4) of the Communications Act, File No. ISP-PDR-
20100514-00009 (IB, filed May 14, 2010). That petition provides additional information
regarding the proposed post-closing ownership structure of Vizada.
2
       VIZADA Services LLC and Vizada, Inc., Order and Declaratory Ruling, File Nos. ISP-
PDR-20060804-00010, ISP-PDR-20080501-00011, DA 10-357 (IB, rel. Mar. 2, 2010)
(“March 2010 Ruling”).


                                                                      FCC Form 312, Exhibit E
                                                                                  Page 2 of 4

      4. Location of Tangible Properties: N/A (Holding Company).

      5. Location of Greatest Sales and/or Revenues: N/A (Holding Company).

        With the exception of Chrysaor, the 10% or greater shareholders of Vizada post-
closing will remain the same as those approved by the Commission in the March 2010
Ruling. Information regarding these shareholders’ names, addresses, citizenship, principal
business, and ownership percentages is already on file with the Commission,3 and their
identities and interests are also shown on the attached figure. Information regarding the
name, address, citizenship, principal business, and ownership percentage of Chrysaor is
provided below.

Name of Beneficial Owner:      Chrysaor S.à. r.l.
Business Type:                 Holding company
Address:                       9, Parc d’activité
                               L-5365 Munsbach
                               Luxembourg
Citizenship:                   Luxembourg
Percentage of Ownership:       88.3% direct ownership of MobSat Group Holding




3
    See id.


                                                                                                                 FCC Form 312, Exhibit E
                                                                                                                             Page 3 of 4

                                                         Post-Closing Vizada Ownership

                                                                         Figure 1:
                                                                                                                                Maurice Tchénio
                                                                           Maurice and Romain
                                                                                 Tchénio
                       Other APSA
                      Shareholders
                      (All individuals)
                                                                                        100%



                               0.02%
              45.5%                                                        APAX PARTNERS SNC
                                                54.48%                           (SNC)

                 APAX PARTNERS SA
                      (APSA)
                                                                                       79.84%
                                                                     0.04%

                                                  Investment                         Apax Partners & Cie Gérance SA
                                                    advice                                      (APCG)
                              Manager
                             with 100%
                              Control;
                             <0.001%                                              GP and manager                    Floating Limited
                               equity                                             (no equity interest)                  Partners
                  SC Vizasat  interest
                 (French société                          Investors
                     civile)



                      General Electric                         Apax France VI                             Altamir Amboise SCA
                         Company                   (French fund – FCPR (Fonds Communs               (Listed company – partnership limited by
                           (New York                     de Placement à Risques))                                   shares)
                          Corporation)                         (Apax France)                                   (Altamir Amboise)

                                                                52.1% total interest                   20.3% total interest                    Other MobSat
                                                                Majority + control                     Minority + no control                    Management
                        [Intermediate                                                                                                          Shareholders
  Manager               GE Companies]                                                                                                          (all individuals)
(0% equity)              (All U.S. Entities)                                                                                       6.86%
                                   100%                                      57.1%      17.65%
                Sole                                                                                                                                60.46%
               Member         GE International
                          Management Incorporated                                      Hutton Collins                           Bruno
                                (Delaware Corporation)                                                                         Ducharme
                                                                Limited
                            GP                                  Partners
                       0.2% equity
                         interest                           99.8%
                                                                                                                                     15.03%
                                GEAM International                                                   22.2%
                              Private Equity Fund, L.P.
                              (Delaware limited partnership)                                 2.8%                       1.0%

                    Apax                                   100%
               Satellite, LLC
               (Delaware LLC)              Summer Street Satellite
                                            Holding Company, Ltd.
                                          (Cayman Islands Company)                            Chrysaor Sàrl                         MobSat Management
               GP (<1%)                                                                 (Luxembourg limited liability                      Sàrl
                                                         LP (>99%)                             company)                               (Luxembourg limited
                                                                                                                                        liability company)
                                     Apax Parallel                           16.9%
                                   Investment V, L.P.
                              (Delaware limited partnership)         14.9% total interest
                                                                     Minority + no control

                                                                                                                         Continued on
                                                                                                                         Next Page


                                                                                           FCC Form 312, Exhibit E
                                                                                                       Page 4 of 4

                                          Figure 1 (continued):



          Chrysaor Sàrl                          MobSat Management Sàrl                     Other MobSat
(Luxembourg limited liability company)        (Luxembourg limited liability company)        Group Holding
                                                                                            Shareholders


                                                                   9.3%                          2.4%
                                 88.3%


                                              MobSat Group Holding Sàrl
                                           (Luxembourg limited liability company)


                                                  100%


                                                   MobSat Holding 2 BV
                                         (Netherlands private limited liability company)


                                                  100%

                                                   MobSat Holding 1 BV
                                         (Netherlands private limited liability company)


                                                  100%

                                                MobSat Holding Norway AS
                                                   f/k/a Inceptum 1 AS
                                                             (Norway)


                                                 100%

                                                 Mobsat Holding US Corp.
                                                     (DE Corporation)


                                                 100%

                                                         Vizada, Inc.
                                                       (DE Corporation)


                                                                          FCC Form 312, Exhibit F
                                                                                      Page 1 of 1

                              Exhibit F: Response to Item A21

                            PUBLIC INTEREST STATEMENT

        By this application, Vizada, Inc. (“Vizada”) seeks Commission consent to the pro
forma transfer of control of earth station licenses held by Vizada. The ownership structure of
Vizada is being revised, with the result that a new holding company, Chrysaor S.à. r.l., will
be inserted into Vizada’s ownership chain. No change is proposed in the operation of the
licensed facilities. Ultimate ownership and control of the licenses will remain substantially
unchanged, and service to customers will continue without interruption. The proposed pro
forma transfer of control will serve the public interest by facilitating more efficient service to
end users.



Document Created: 2010-06-11 17:38:25
Document Modified: 2010-06-11 17:38:25

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