Attachment Exhibit E SES-T/C-20120928-00864

Attachment Exhibit E

This document pretains to SES-T/C-20120928-00864 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2012092800864_967796

FCC Form 312
Exhibit E
Page 1 of 3

Exhibit E: Response to Items 34 and A20
OWNERSHIP AND CONTROL OF VIZADA, INC.

This application seeks Commission consent to the pro forma transfer of control of
earth station licenses held by Vizada, Inc. (“Vizada”). The transfer of control will occur through
a restructuring of Vizada’s ownership chain. Specifically, the shares of Vizada’s immediate
parent, Mobsat Holding US Corp. (“MHUS”) will be transferred to EADS North America
Holdings, Inc. (“ENAH”). ENAH is a direct, wholly-owned subsidiary of Vizada’s ultimate
parent, European Aeronautic Defence and Space Company EADS N.V. (“EADS”). Thus,
following the restructuring, Vizada will continue to be ultimately owned and controlled by
EADS. This exhibit describes the post-closing ownership and control of Vizada, and charts are
also attached for the Commission’s convenience.
Vizada is proposing only non-substantial changes in its ownership structure as
recently approved by the Commission in December 2011.1 Vizada, a Delaware corporation, is
and will remain an indirect, wholly-owned subsidiary of EADS, a Netherlands entity. Under the
current ownership structure, depicted in the simplified chart included as Figure 1 below,
Vizada’s parent company MHUS is owned through a number of intermediate subsidiaries by a
wholly-owned subsidiary of EADS, Astrium B.V. (“Astrium”), formerly known as EADS
Astrium N.V.2 ENAH, a Delaware corporation, is a sister company of Astrium. In order to
effectuate the restructuring, the shares of MHUS will be transferred by its parent Mobsat
Holding Norway AS successively up the current ownership chain to EADS and by EADS to its
subsidiary ENAH. These transfers will occur contemporaneously (i.e., all the transactions will
be completed in a single day).
Following completion of this series of transactions, Vizada will continue to be
directly wholly owned by MHUS, whose name will be changed to Astrium Americas, Inc.
(“Astrium Americas”). Astrium Americas will be directly wholly owned by ENAH, which in
turn will be directly wholly owned by EADS. The restructuring does not require the
Commission to revisit its ruling on foreign ownership of Vizada, because ENAH, the only new
entity that will be part of Vizada’s ownership chain as a result of the transfer, is a U.S.
corporation.

1
See Applications of Chrysaor S.à r.l. and Astrium Holding S.A.S. for Consent to Transfer
of Control and Petition for Declaratory Ruling, IB Docket No.11-43, FCC File Nos. SES-T/C-
20110818-00979 et al.
2
Vizada has learned that a small percentage of the ownership of Astrium is currently held
by EADS through an intervening wholly-owned EADS subsidiary, EADS CASA S.A.
(“CASA”), an entity organized under the laws of Spain. Specifically, EADS owns 97.46% of
Astrium directly and holds the remaining 2.54% of Astrium through CASA.
EADS is taking steps to eliminate this intermediate ownership interest of Astrium
through CASA. Following consummation of the restructuring proposed here, however, Astrium
will no longer be part of Vizada’s ownership chain.

Document Created: 2012-09-28 11:01:55
Document Modified: 2012-09-28 11:01:55

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