Attachment Exhibit E

This document pretains to SES-T/C-20120406-00347 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2012040600347_947687

FCC Form 312 Exhibit E Page 1 of 3 Description of Pro Forma Transfer of Control and Non-Applicability of Foreign Ownership Restrictions Pacific Telecom Inc. (“PTI”), a U.S. corporation, is the 100% direct parent of U.S. corporation The Micronesian Telecommunications Corporation, which in turn is the 100% parent of U.S. corporation and non-common carrier earth station licensee PTI Pacifica Inc. PTI seeks FCC approval for a pro forma transfer of control. The current majority (67%) owner of PTI is Prospector Investments Ltd., a Cayman Islands corporation (“Prospector Cayman”) that is owned 56% by Ricardo C. Delgado, a citizen of the Philippines, and 44% by Jose Ricardo Delgado, also a citizen of the Philippines. This application seeks FCC consent to insert a new U.S. holding corporation, Prospector Pacific Investments Inc. (domiciled in the Commonwealth of the Northern Mariana Islands (“CNMI”), a U.S. territory), in the chain of ownership between Prospector Cayman and PTI. As the proposed new entity in the ownership chain is wholly-owned by Prospector Cayman, the insertion of the new entity results in a transfer of control that is pro forma only. See attached diagrams of the current and proposed ownership structure. Upon completion of the proposed transaction, PTI will be owned 67% by CNMI corporation Prospector Pacific Investments Inc., 28% by Sumitomo Corporation (a Japanese corporation), and 5% by Sumitomo Corporation of America, (a U.S. corporation that is owned 100% by Sumitomo Corporation). As described above, PTI, a U.S. corporation, ultimately is indirectly owned 100 percent by non-U.S.-entities. Because the earth station that is the subject of this application is not classified as common carrier, the foreign ownership provisions of Section 310(b)(4) of the Communications Act, as amended, which establishes a 25 percent limit on indirect foreign ownership for common carrier licenses and aeronautical fixed and en route licenses, do not apply. Nevertheless, please note that PTI has received approvals for 100% indirect foreign ownership of common carrier earth station licenses several times, most recently in 2009 (see IT&E Overseas, Inc. Transferee, and PTI Pacifica Transferee, Memorandum Opinion and Order and Declaratory Ruling, 24 FCC Rcd 5466 (2009)) and in 2010 (IBFS File No. ISP-PDR- 20100720-00015; see International Authorizations Granted, DA 10-2281, December 2, 2010). The requested pro forma transfer is consistent with these prior authorizations. Information responsive to Question A.20 Controlling Entities and Ten Percent or Greater Interest Holders in Licensee PTI Pacifica Inc. Direct Ownership: Name: The Micronesian Telecommunications Corporation (“MTC”) Address: P.O. Box 500306, Tekken Street, Saipan, MP 96950 Citizenship CNMI Principal Business: Incumbent local exchange carrier Percentage Held: 100% in Licensee PTI Pacifica Inc.

FCC Form 312 Exhibit E Page 2 of 3 Indirect Ownership: Name: Pacific Telecom Inc. (“PTI”) Address: P.O. Box 500306, Tekken Street, Saipan, MP 96950 Citizenship CNMI Principal Business: Holding Company Percentage Held: 100% in MTC Name: Prospector Pacific Investments Inc. (“Prospector Pacific”) Address: P.O. Box 500306, Tekken Street, Saipan, MP 96950 Citizenship CNMI Principal Business: Investments/Holding Company Percentage Held: 67% in PTI Name: Prospector Investments Ltd. (“Prospector Cayman”) Address: P.O. Box 500306, Tekken Street, Saipan, MP 96950 Citizenship Cayman Islands Principal Business: Investments/Holding Company Percentage Held: 100% in Prospector Pacific Name: Ricardo C. Delgado Address: 6758 Ayala Ave. 4/F SGV II Building Makati City Philippines Citizenship Philippines Principal Business: Investments Percentage Held: 56% in Prospector Cayman Name: Jose Ricardo Delgado Address: 6758 Ayala Ave. 4/F SGV II Building Makati City Philippines Citizenship Philippines Principal Business: President, PTI Percentage Held: 44% in Prospector Cayman Name: Sumitomo Corporation Address: 1-8-11 Harumi Chuo-ku Tokyo Japan Citizenship Japan

FCC Form 312 Exhibit E Page 3 of 3 Principal Business: Diversified company operating in a variety of business fields, including transportation and constructions systems, infrastructure, real estate, metal products, mineral resources, energy, chemical, telecommunications and electronics. Percentage Held: 28% in PTI1 Ten percent owners of Sumitomo Corporation: None 1 As noted previously, Sumitomo Corporation’s wholly-owned subsidiary, Sumitomo Corporation of America, holds the remaining 5% interest in PTI.

Pacific Telecom Inc. Current Ownership Structure RICARDO C. DELGADO JOSE RICARDO DELGADO NO SHAREHOLDER WITH (PHILIPPINES) (PHILIPPINES) 10% OR MORE 56% 44% PROSPECTOR SUMITOMO CORPORATION INVESTMENTS LTD. (JAPAN) (CAYMAN ISL. CORP) 67% 28% 100% PACIFIC TELECOM INC. SUMITOMO CORPORATION 5% OF AMERICA (U.S.) (CNMI) 100% THE MICRONESIAN TELECOMMUNICATIONS CORPORATION (CNMI) 100% PTI PACIFICA INC. (CNMI) 1 (LICENSE HOLDER)

Pacific Telecom Inc. Post-Transaction Ownership Structure RICARDO C. DELGADO JOSE RICARDO DELGADO (PHILIPPINES) (PHILIPPINES) NO SHAREHOLDER WITH 10% OR MORE 56% 44% PROSPECTOR INVESTMENTS LTD (CAYMAN ISLAND CORP) SUMITOMO CORPORATION (JAPAN) 100% PROSPECTOR PACIFIC 100% INVESTMENTS INC. (CNMI CORP) 28% 67% SUMITOMO CORPORATION PACIFIC TELECOM INC. 5% OF AMERICA (U.S.) (CNMI) 100% THE MICRONESIAN TELECOMMUNICATIONS CORPORATION (CNMI) 100% PTI PACIFICA INC. (CNMI) (LICENSE HOLDER)


Document Created: 2012-04-05 12:23:16
Document Modified: 2012-04-05 12:23:16
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