Attachment Exhibit F

This document pretains to SES-T/C-20110617-00711 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2011061700711_895183

EXHIBIT F FCC Form 312 - Schedule A Response to Question A21 Public Interest Statement By this application, Enlaces Integra, S. de R.L. de C.V. (“Enlaces Integra”) requests the Commission’s consent to a transfer of control that arises out of the restructuring of Satélites Mexicanos S.A. de C.V. (“SATMEX”), a Mexican satellite operator, with a 75 percent ownership interest in Enlaces Integra. SATMEX filed for bankruptcy (the “Restructuring”) in the U.S. Bankruptcy Court for the District of Delaware on April 6, 2011, Case No. 11-11035. SATMEX is now operating its business as a Debtor-in-Possession. SATMEX’s bankruptcy filing does not include Enlaces Integra. The parties to the SATMEX bankruptcy proceeding have agreed to restructure the ownership of SATMEX. SATMAX currently has the following ownership structure. Deutsche Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria (“DBM”), solely and exclusively as a trustee in the Irrevocable Administration Trust Agreement No. F/589 (the “DBM Trust”), owns various series of shares of SATMEX in trust for the benefit of four entities: (i) Servicios Corporativos Satelitales, S.A. de C.V. and/or the Federal Government of the United Mexican States (“SCS”), (ii) Loral Skynet Corporation (“Loral”), (iii) Principia, S.A. de C.V. (“Principia”) and (iv) Bank of New York (“BoNY”). The DBM Trust’s ownership of SATMEX securities is as follows:  7,500,000 Class I Series A Shares for the benefit of SCS and/or the Government of the United Mexican States, granting it 45% equity voting rights and 16% equity financial rights of SATMEX;  221,667 Class I Series B Shares and 401,770 Class I Series N Shares for the benefit of Loral Skynet, granting it 1.33% equity voting and equity financial rights of SATMEX;  111,667 Class I Series B Shares and 202,395 Class I Series N Shares for the benefit of Principia, granting it 0.67 equity voting and equity financial rights of SATMEX; and  7,166,667 Class II Series B Shares and 29,395,833 Class II Series N Shares for the benefit of BoNY, granting it 43% equity voting rights and 78% equity financial rights of SATMEX. In total, the DBM Trust holds 96% of the equity stock and 90% of the voting stock of SATMEX in trust for the beneficiaries, although no one beneficiary has a controlling interest. Nacional Financiera, S.N.C., Institución de Banca de Desarollo, Dirección Fiduciaria (“NF”), solely and exclusively as trustee in the Irrevocable Administration Trust Agreement No. 80501 (the “NF Trust”), owns 4% of the equity stock and 10% of the voting stock of SATMEX in trust for the benefit of the Mexican government. In connection with the Restructuring, the DBM Trust and the NF Trust entered into a share purchase agreement (the “Share Purchase Agreement”) with Holdsat México, S.A.P.I. de C.V. (“Holdsat México”). Pursuant to the Share Purchase Agreement, the DBM Trust and NF Trust agreed to sell all of their shares of SATMEX to (i) Holdsat México (which will hold 51% of the equity voting rights) and (ii) Satmex International B.V. (“Investment BV”) (which will hold 49% of the equity voting rights), provided, what is currently expected to be less than 5% in the aggregate of the shares of SATMEX to be acquired by Investment BV may be instead transferred to, and directly held by, certain persons who currently own SATMEX’s outstanding Second Priority Senior Secured Notes due 2013. Completion of the Restructuring (including the

consummation of the Share Purchase Agreement) will allow SATMEX to seamlessly continue operating its business and the operation of its satellites. Enlaces Integra offers satellite broadband services through a Time Division Multiplexing/Time Division Multiplexing Access (TDM/TDMA) platform and VSAT, including broadband Internet, video, data and private network services to its customers. Enlaces Integra relies on SATMEX’s satellites to provide service to its customers. The Commission’s approval of the transfer of control of Enlaces Integra to reflect SATMEX’s new ownership as a result of the Share Purchase Agreement is in the public interest. The Commission’s consent to the transfer of control will enable Enlaces Integra to provide continuous service to its customers while SATMEX makes a seamless transition to new ownership. Enlaces Integra’s customers would be adversely affected if Enlaces Integra’s operations were disrupted due to SATMEX’s change in ownership.


Document Created: 2011-06-17 10:58:55
Document Modified: 2011-06-17 10:58:55
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC