Attachment Exhibit F - A21

This document pretains to SES-T/C-20120911-00819 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2012091100819_965691

FCC Form 312 Licensee: ITC Global USA, LLC Application for Pro Forma Transfer of Control Transferor: Riverside Fund IV, L.P. Transferee: Riverside Fund IV, L.P. EXHIBIT F - ITEM A21 Page 1 DESCRIPTION OF TRANSACTION AND PUBLIC INTEREST EXHIBIT Riverside Fund IV, L.P. (“Riverside”) files this application for Commission consent for the pro forma transfer of control of the licenses of ITC Global USA, LLC (“Licensee”) (E850127, E020297, E040123, E040166, E040284, E990070, E040444, E050131, E070119, E070239, E100007, E920639, E920640) as a result of the proposed insertion of ITC Global Holdings, LLC (“Holdings”) between ITC Global, Inc. (“ITC Parent”), the parent company of Licensee, ITC Global USA, LLC (“Licensee”), and the current equity holders of ITC Parent, including Riverside (the “Pro Forma Insertion”).1 The insertion of a new holding company, Holdings, is pro forma in nature because Riverside, which currently holds ultimate ownership and control of Licensee as majority owner of ITC Parent, will continue to have ultimate ownership and control of Licensee as majority owner of Holdings upon completion of the Pro Forma Insertion. Licensee, a Florida limited liability company with an office located at 53 Central Avenue, Needham, MA 02494, is a wholly-owned subsidiary of ITC Parent, a Delaware corporation. Upon completion of the Pro Forma Insertion, ITC Parent will be wholly owned by Holdings, which in turn will be majority owned by Riverside. ITC Parent is currently majority owned by Riverside. ITC Parent provides comprehensive networking solutions for business operating anywhere in the world, and provides communications in some of the world’s most difficult regions, including remote and otherwise unreachable mining locations; offshore platforms; floating production, storage, and offloading vessels; and service vessels. Riverside, a Delaware limited partnership, has its principal offices at 699 Boylston Street, 14th Floor, Boston, MA 02116. Riverside is controlled by Riverside Partners, a Boston-based private investment firm that invests in healthcare and technology oriented companies. A description of the post-Pro Forma Insertion ownership of Licensee is provided in Exhibit E. Charts depicting the current and post-Pro Forma Insertion ownership structure of Licensee are attached hereto. The proposed Pro Forma Insertion will serve the public interest. Following the Pro Forma Insertion, Licensee will continue to provide service to its customers under the same rates, conditions and terms of service. Riverside emphasizes that the Pro Forma Insertion will be seamless and completely transparent to Licensee’s customers. Also, the Pro Forma Insertion will not have any adverse impact on competition. No existing or potential competitors will be eliminated as a result of the Pro Forma Insertion. Instead, Licensee will continue to provide service to its customers, furthering the Commission’s policies favoring competition and diversity of services. 1 The Pro Forma Insertion will be accomplished by means of a merger of ITC Global Merger Sub, LLC, a wholly-owned subsidiary of Holdings, with and into ITC Parent, with ITC Parent surviving and becoming a wholly-owned subsidiary of Holdings. A/75143628.4

FCC Form 312 Licensee: ITC Global USA, LLC Application for Pro Forma Transfer of Control Transferor: Riverside Fund IV, L.P. Transferee: Riverside Fund IV, L.P. EXHIBIT F - ITEM A21 Page 1 Riverside requests expedited processing and approval of this Application so that the pro forma insertion of a new holding company can be completed as soon as possible, but no later than September 14, 2012. Riverside must complete this Pro Forma Insertion prior to ITC Parent and Holdings consummating a strategic acquisition, which is expected to occur the week of September 16, 2012. Specifically, the Pro Forma Insertion must be completed as soon as possible so that Holdings can complete the corporate steps to form a new subsidiary that will consummate this strategic acquisition. A/75143628.4

Pre-Pro Forma Insertion Ownership Structure Sole Members Brian David Guthrie Belluck Limited Limited Riverside Partner Partner Steve Partners IV, LLC Kaplan General Limited Partner Partner Arkansas West Virginia Teacher Investment Riverside Yale Retirement Management Partners IV, L.P. University System Board General 14.81% 13.16% 13.16% Partner LP LP LP Michael Monier 100% Fine Spotted Riverside Fund IV, L.P. Partners, LLC (“Riverside”) 13.19% Equity 57.46% Equity 11.09% Voting 64.24% Voting ITC Global, Inc. (“ITC Parent”) 100% ITC Global USA, LLC (“Licensee”)

Post-Pro Forma Insertion Ownership Structure Sole Members Brian David Guthrie Belluck Limited Limited Partner Partner Riverside Steve Partners IV, LLC Kaplan General Limited Partner Partner Arkansas West Virginia Teacher Investment Riverside Yale Retirement Management Partners IV, L.P. University System Board Michael Monier General 14.81% 13.16% 13.16% General Partner LP LP LP 100% Partner Fine Spotted Riverside Fund IV Riverside Fund IV, L.P. Partners, LLC Offshore, L.P. (“Riverside”) <10% Equity 20.00% Equity 59.50% Equity 13.19% Voting 0% Voting 64.24% Voting ITC Global Holdings (“Holdings”) 100% ITC Global, Inc. (“ITC Parent”) 100% ITC Global USA, LLC (“Licensee”)


Document Created: 2012-09-11 12:10:22
Document Modified: 2012-09-11 12:10:22
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