Attachment Exhibit E.pdf

This document pretains to SES-T/C-20130612-00491 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2013061200491_1000998

Exhibit E Description of Transaction and Summary of Direct and Indirect Ownership Information Pre- and Post-Transaction On October 26, 2012, One Horizon Group plc (“One Horizon plc”), and Broadband Satellite Services Limited (“BSS”) entered into a Share Purchase Agreement (“One Horizon-BSS Agreement”), in which all of the shares of Satcom Distribution, Inc. (“SDI”), a wholly owned US subsidiary of One Horizon, were to be sold by One Horizon to BSS, subject to consent of the Federal Communications Commission (“One Horizon-BSS Transaction”). Pursuant to an intervening pro forma transaction as approved by the Commission, One Horizon plc is now owned 100% by Intelligent Communication Enterprise, Inc. (“ICE”). The corporate name of ICE has been changed to One Horizon Group, Inc. (“One Horizon Corp”). One Horizon Corp owns 100% of Satcom Distribution, Inc. (“SDI”), a Delaware corporation. The pre-transaction control structure of One Horizon plc is depicted below. Pre‐Transaction Control Structure Intelligent Communication Enterprise Corp. n/k/a One Horizon Group, Inc., a Pennsylvania Corporation 100% One Horizon Group plc a UK public limited company 100% Satcom Distribution, Inc. a Delaware Corporation 100% 100% 100% Horizon Mobile SDN Global LLC Satcom Global, Inc. Communications, Inc. A Delaware LLC A Nevada Corp. A Delaware Corp. Section 214 Authority Section 214 Authority 100% ITC 214 20000803‐00478 ITC‐214‐20070110‐00021 Shared Data Networks LLC A North Carolina LLC 1 VSAT Licenses E920415; E881406; E050007

Subsequent to the execution of the One Horizon-BSS Agreement, BSS determined that it desired to assign its contractual right to acquire the earth station licenses held by Shared Data to the proposed Transferee, Synergy Core LLC (“Synergy”), subject to prior approval of the FCC. The 100% owner of Shared Data is SDN Global LLC (“SDN”). Accordingly, the purchase of Shared Data by Synergy will be brought about by Synergy’s acquisition of 100% of the equity of SDN (“Synergy-Shared Data Transaction”). The instant application seeks Commission approval for the Synergy-Shared Data Transaction. Simultaneous to this filing and in separate applications, BSS is seeking authority to acquire SDI, which, through separate, wholly-owned subsidiaries controls two Section 214 authorizations. Depicted below is the future ownership and control structure for all involved Commission licenses after giving effect to both of the referenced transactions. Post‐Transaction Control Structure Ian Robinson Robert Howes UK Citizen UK Citizen 50% 50% Broadband Satellite Services Limited a UK limited company 100% Satcom Distribution, Inc. a Delaware Corporation Larry W. Jones James P. Burke US Citizen US Citizen 100% 100% 75% 25% Horizon Mobile Synergy Core LLC Satcom Global, Inc. A North Carolina Communications, Inc. A Nevada Corp. LLC. A Delaware Corp. Section 214 Authority Section 214 Authority ITC 214 20000803‐00478 ITC‐214‐20070110‐00021 100% SDN Global LLC A Delaware LLC 100% 2 Shared Data Networks LLC A North Carolina LLC VSAT Licenses E920415; E881406; E050007

Shared Data is signatory to a Consent Decree with the Commission (File No. EB-09-IH-1911, DA No. 10-2139, rel. 11/8/2010) that contains certain compliance and reporting requirements. The proposed Transferee agrees to comply with all such requirements for the duration of the period covered under the Consent Decree. Direct Ownership Information: As noted above, the direct parent entity of Shared Data will continue as present. The ownership details of the direct parent are as follows: Name: SDN Global LLC Address: 2250 Skyview Lane Harleysville, PA 18041 Citizenship: Delaware limited liability company Principal Business: Holding Company Indirect Ownership Information: Upon consummation of the transactions, Synergy Core, LLC will own 100% of SDN Global LLC, which in turn owns 100% of the Licensee Shared Data Networks LLC. The name, address, citizenship and primary business of Synergy Core, LLC follows. Name: Synergy Core, LLC Address: 7123 Ramsgate Road Charlotte, North Carolina 28270 Citizenship: North Carolina limited liability company Principal Business: Operation of earth stations The 10% or greater shareholders of Synergy Core are as follows: Larry W. Jones (U.S. Citizen) (75%) 7123 Ramsgate Road Charlotte, North Carolina 28270 James P. Burke (US Citizen) (25%) 106 Appalachian Way McKinney, TX 75071 3


Document Created: 2013-06-17 17:10:15
Document Modified: 2013-06-17 17:10:15
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