Attachment ASLI Exhibit F

This document pretains to SES-T/C-20101025-01349 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2010102501349_846891

                                                                                           Exhibit F
                                                                                         Page 1 of 6

                 BACKGROUND AND PUBLIC INTEREST STATEMENT


I.     Parties to the Proposed Transfer of Control

       AST Telecom, LLC d/b/a Blue Sky Communications (“Blue Sky”): Blue Sky is a

Delaware limited-liability company. Blue Sky is a wholly-owned, direct subsidiary of eLandia

International, Inc. (“eLandia”) headquartered in Pago Pago, American Samoa, and engaged in

the provision of mobile telecommunications services in American Samoa and ownership and

operation of the American Samoa cable station for the American Samoa Hawaii Cable system,

which connects Hawaii, American Samoa, and the Independent State of Samoa.

       eLandia: eLandia is the indirect parent company of Blue Sky and a diversified holding

company with investments in the information technology and communications sectors. eLandia

is a Delaware corporation headquartered in Miami, Florida.

       Pete R. Pizarro: Mr. Pizarro presently controls eLandia through a Voting Trust,

described below. Mr. Pizarro is also an individual shareholder of eLandia, holding

approximately 2.75 percent of the issued and outstanding common shares of eLandia. Mr.

Pizarro is the Chief Executive Officer of eLandia, and a U.S. citizen.

       The Voting Trust was established as part of eLandia’s capital structure reorganization in

February 2009. That transaction replaced Stanford International Bank Limited (“SIBL”) as the

majority owner of eLandia. SIBL was issued Voting Trust Certificates in exchange for SIBL’s

shares of eLandia. SIBL has become subject to a receivership imposed by the United States

District Court for the Northern District of Texas in connection with a lawsuit by the Securities

and Exchange Commission. The Receiver has “complete and exclusive control, possession, and

custody” of “the assets, monies, securities, properties, real and personal, tangible and intangible,


                                                                                         Exhibit F
                                                                                       Page 2 of 6

of whatever kind and description, wherever located” of SIBL.1 The Receiver confirmed by letter

dated June 2, 2009, to Pete Pizarro that “the assets and business operations of eLandia and its

subsidiaries are not part of the Receivership Estate. The Voting Trust Certificates are, however,

a part of the Receivership Estate.”2

       The Voting Trust now holds 44.75 percent of the common stock of eLandia, and also

holds non-voting preferred stock of eLandia. Under the Voting Trust, Mr. Pizarro is given

discretion to vote the eLandia common stock held by the Voting Trust on most matters (and the

Voting Trust Agreement sets forth voting requirements on other matters). Because Mr. Pizarro

individually also owns 2.75 percent of the outstanding common stock of eLandia, Mr. Pizarro

now exercises the right to vote 47.50 percent of the voting shares of eLandia, and has control of

eLandia pursuant to the Communications Act of 1934, as amended, and the Commission’s rules

and regulations.3

       The Voting Trust agreement provides that Mr. Pizarro, as trustee, has both the “duty” and

“the full power and authority” to vote the shares in the Voting Trust as in the judgment of the

trustee may be for the best interest of eLandia “at all meetings of the stockholders” of eLandia

and “all actions to be taken by written consent of the stockholders” on any and all matters and

questions which may be brought before such meetings, including “in the election of directors.”4

1
    See Amended Order Appointing Receiver, Securities and Exchange Commission v. Stanford
    Int’l Bank, Ltd., Case No. 3-09-cv-0298-N (N.D. Tex. Mar 12, 2009), at ¶¶ 1, 4.
2
    See Letter from Ralph S. Janvey, Receiver, to Pete R. Pizarro, CEO, eLandia International,
    Inc. (June 2, 2009) (emphasis added), filed as attachment to SEC Form 8-K filed by eLandia
    International, Inc. (June 3, 2009).
3
    See Stratos Global Corporation, Transferor, Robert M. Franklin, Transferee, Consolidated
    Application for Consent to Transfer of Control, Memorandum Opinion and Order and
    Declaratory Ruling, 22 FCC Rcd. 21,328 (Dec. 7, 2007) (holding that trustee with the power
    to vote shares is deemed to control shares in trust).
4
    Voting Trust Agreement § 4.2(a).


                                                                                             Exhibit F
                                                                                           Page 3 of 6

The only limitation imposed by the Voting Trust on Mr. Pizarro’s voting power is a requirement

that Mr. Pizarro vote the shares in trust in the same proportion as the holders of the remaining

outstanding shares of common stock present and voting at any meeting of the stockholders with

respect to the sale of eLandia whether by merger, consolidation, sale of all or substantially all the

assets or other similar transaction and with respect to certain increases to the amount of shares

issuable pursuant to a stock option or other equity plan.5 Because Mr. Pizarro possesses voting

control of the shares deposited by SIBL in the Voting Trust, he is deemed to control those

shares.6

        Amper, S.A.: Amper is the transferee in the Proposed Acquisition, described below.

Amper is a Spanish sociedad anónima, i.e., corporation. It operates as a Spanish holding

company whose shares trade publicly on the Madrid Stock Exchange under the symbol AMP.

Amper’s operating units concentrate in three sectors:

               Amper’s telecoms unit provides network and system integration services for

                operators, large industrial, financial, and public-sector clients; it also provides

                access, equipment, and related services to telecommunications operators. Its

                telecoms unit is currently active in Spain and Brazil. Amper is not a

                telecommunications carrier in any of the markets where it operates. Following

                the consummation of the Proposed Acquisition, the eLandia businesses will

                comprise part of Amper’s telecom unit.




5
    Id. § 4.2(b).
6
    Mr. Pizarro may not be terminated as trustee by SIBL. Mr. Pizarro will cease to be trustee
    when he ceases to be the Chief Executive Officer of eLandia, or upon his resignation, death,
    disability, bankruptcy, or breach of the Voting Trust. See id. § 6.1.


                                                                                        Exhibit F
                                                                                      Page 4 of 6

              Amper’s defense unit designs, produces, integrates and maintains electronic

               equipment and information and communications systems—including command

               and control systems and military radio systems—for the defense market. Amper’s

               defense unit is focused on the European market.

              Amper’s homeland security unit designs and builds networks and systems to meet

               the security and critical communication needs. Amper’s homeland security unit is

               focused on the European and Latin American markets.

Amper is headquartered in Madrid.

II.    The Proposed Acquisition

       On July 29, 2010, eLandia entered into an agreement (“Contribution Agreement”) with

Amper, whereby Amper will acquire approximately 84.88 percent of eLandia’s issued and

outstanding shares and, upon closing, indirectly control Blue Sky (“Proposed Acquisition”).

Following the consummation of the Proposed Acquisition, Blue Sky will continue to exist as an

indirect subsidiary of Amper.

       Pursuant to the Contribution Agreement, Amper will acquire 165,705,913 shares of

eLandia’s newly issued common stock in exchange for the contribution to eLandia by Amper of

approximately 90 percent of the outstanding capital stock of Hemisferio Norte, S.A.

(“Hemisferio”). Hemisferio owns 100 percent of Hemisferio Sul Participaçoes Ltda.

(“Hemisferio Sul”), which owns 88.96 percent of Medidata Informática, S.A. (“Medidata”),

which owns 100 percent of XC Comercial e Exportadora Ltda. (“XC,” with Hemisferio,

Hemisferio Sul, and Medidata, the “Contributed Entities”). The shares of eLandia’s common

stock being issued to Amper will represent approximately 84.88 percent of eLandia’s issued and


                                                                                          Exhibit F
                                                                                        Page 5 of 6

outstanding shares of common stock following the closing of the transactions contemplated by

the Contribution Agreement.

          The Contribution Agreement grants eLandia an option to buy Amper’s remaining interest

in Hemisferio in exchange for an option price of $8.9 million, payable by the issuance of shares

of eLandia common stock at a price per share equal to the fair market value of a share of eLandia

common stock as of the date of the exercise of the option (“Hemisferio Option”). eLandia may

exercise the Hemisferio Option within six months of the closing of the Proposed Acquisition.

eLandia’s exercise of the Hemisferio Option would significantly increase Amper’s ownership of

eLandia.

          The Proposed Acquisition will not terminate the ownership interests of eLandia’s current

shareholders. Rather, the current shareholders’ ownership shares will be diluted by eLandia’s

newly-issued common stock. The Voting Trust also currently holds non-voting preferred stock

of eLandia, which will convert to common shares of eLandia as part of the Proposed

Acquisition.7 In addition, pursuant to the Voting Trust agreement, following the Proposed

Acquisition, the Voting Trust will terminate, and ownership of the shares previously held by the

Voting Trust will revert to SIBL. 8 The Receiver will have “complete and exclusive control,

possession, and custody” of those shares.9

III.      Public Interest Statement

          The Proposed Acquisition will provide significant public-interest benefits.



7
       SIBL holds Voting Trust Certificates which entitle SIBL to dividends and distributions from
       eLandia, if any, in respect of the shares SIBL deposited in the Voting Trust.
8
       Voting Trust Agreement §§ 7, 8.
9
       See Amended Order Appointing Receiver, Securities and Exchange Commission v. Stanford
       Int’l Bank, Ltd., Case No. 3-09-cv-0298-N (N.D. Tex. Mar. 12, 2009), at ¶ 4.


                                                                                          Exhibit F
                                                                                        Page 6 of 6

      First and foremost, consummation of the Proposed Acquisition will ease cash-flow

       constraints on eLandia and its operating subsidiaries and improve their access to credit

       markets, allowing them to reduce outstanding debt and focus on reinvestment, renewal,

       and provision of quality services. For Blue Sky and its subsidiary American Samoa

       License, Inc., which operate the principal mobile telecommunications business in

       American Samoa, these changes are particularly important, better positioning them to

       serve an economically-depressed territory that continues rebuilding efforts following a

       devastating tsunami in 2009.

      Second, consummation of the Proposed Acquisition will provide eLandia and its

       operating subsidiaries with a stable and financially-sound parent. As the Commission

       well knows, eLandia has experienced a number of significant ownership and management

       changes in the course of the past few years—changes which have at times made it

       challenging for eLandia to focus on its core businesses. Amper will provide a welcome

       alternative to this uncertainty.

      Third, consummation of the Proposed Acquisition will allow eLandia and Amper to

       realize synergies from combining their Latin American systems integration businesses.

       Although these businesses operate largely outside the United States, their improved

       business prospects will contribute to the overall financial health of eLandia.

Consequently, the Applicants believe that Commission grant of this transfer application will

serve the public interest, convenience, and necessity.



Document Created: 2010-10-22 18:06:13
Document Modified: 2010-10-22 18:06:13

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