Attachment Exhibit

This document pretains to SES-T/C-20130809-00710 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2013080900710_1006854

Application for Transfer of Control of E070026 Exhibits A, E and F: Response to Questions 43, A20, A21 Page 1 OWNERSHIP INFORMATION At the time the proposed transaction is consummated, the below entities will have a ten (10) percent or greater direct or indirect ownership interest in STM Networks, LLC (“STM Networks”). STM Networks is the licensee of Domestic Fixed Satellite VSAT Network license E070026 (the “Station”), and will remain the licensee following the closing of the transaction.1 Emerging Markets Communications, LLC (“EMC”) will be the sole shareholder of STM. EMC is located at 777 Brickell Avenue, Suite 1150, Miami, FL 33131. EMC Acquisition, LLC, a Delaware limited liability company, is the sole member of EMC. EMC Acquisition, LLC is located at c/o ABRY Partners II, LLC, 111 Huntington Avenue, 29th Floor, Boston, MA 02199. EMC Intermediate, LLC, a Delaware limited liability company, is the sole member of EMC Acquisition, LLC. EMC Intermediate, LLC is located at c/o ABRY Partners II, LLC, 111 Huntington Avenue, 29th Floor, Boston, MA 02199. EMC Acquisition Holdings, LLC, a Delaware limited liability company, is the sole member of EMC Intermediate, LLC. EMC Acquisition Holdings, LLC is located at c/o ABRY Partners II, LLC, 111 Huntington Avenue, 29th Floor, Boston, MA 02199. EMC HoldCo 2 B.V., a Netherlands company, holds a 88.9 percent of the common shares of EMC Acquisition Holdings, LLC. EMC HoldCo 2 B.V.’s mailing address is c/o ABRY Partners II, LLC, 111 Huntington Avenue, 29th Floor, Boston, MA 02199. EMC HoldCo 1 Coop, a Netherlands company, is the sole member of EMC HoldCo 2 B.V. EMC HoldCo 1 Coop’s mailing address is c/o ABRY Partners II, LLC, 111 Huntington Avenue, 29th Floor, Boston, MA 02199. EMC Aggregator, LLC, a Delaware limited liability company, holds a 99.0 percent ownership interest in EMC HoldCo 1 Coop. EMC Aggregator LLC is located at c/o ABRY Partners II, LLC, 111 Huntington Avenue, 29th Floor, Boston, MA 02199. ABRY Partners VII, L.P., a Delaware limited partnership, holds a 96.72 percent ownership interest in EMC Aggregator LLC. ABRY Partners VII, L.P. is located at c/o ABRY Partners II, LLC, 111 Huntington Avenue, 29th Floor, Boston, MA 02199. No limited partner of ABRY Partners VII, L.P. will hold a ten percent or greater interest in EMC at the time the proposed transaction is consummated. ABRY VII Capital Partners, L.P., a Delaware limited partnership, is the sole general partner of ABRY Partners VII, L.P. ABRY VII Capital Partners, L.P. is located at 111 Huntington Avenue, 29th Floor, Boston, MA 02199. 1 Pursuant to application file no. SES-ASG-20130719-00651, the licensee recently was converted to an LLC from a corporation. The licensee’s name previously was STM Networks, Inc.

Application for Transfer of Control of E070026 Exhibits A, E and F: Response to Questions 43, A20, A21 Page 2 ABRY VII Capital Investors, LLC, a Delaware limited liability company, is the sole general partner of ABRY VII Capital Partners, L.P. ABRY VII Capital Investors is located at 111 Huntington Avenue, 29th Floor, Boston, MA 02199. Jay Grossman, a U.S. citizen, holds 50 percent of the voting interest of ABRY VII Capital Investors, LLC. The address for Jay Grossman is 111 Huntington Avenue, 29th Floor, Boston, MA 02199. Jay Grossman’s principal business is managing ABRY Partners, a group of private equity funds. Peggy Koenig, a U.S. citizen, holds 50 percent of the voting interest of ABRY VII Capital Investors, LLC. The address for Peggy Koenig is 111 Huntington Avenue, 29th Floor, Boston, MA 02199. Peggy Koenig’s principal business is managing ABRY Partners, a group of private equity funds. No other person or entity will have a ten percent or greater ownership interest in STM at the time the proposed transaction is consummated.

Application for Transfer of Control of E070026 Exhibits A, E and F: Response to Questions 43, A20, A21 Page 3 Current Ownership Structure STM Networks, LLC Emil Youssefzadeh Faramarz Youssefzadeh 60% 40% STM Group, Inc. (transferor) 100% ownership STM Networks, LLC (licensee)

Application for Transfer of Control of E070026 Exhibits A, E and F: Response to Questions 43, A20, A21 Page 4 Post-Closing Ownership Structure Mr. Jay Grossman Ms. Peggy Koenig Member Member 50% voting 50% voting ABRY VII Capital 100% voting Investors, LLC Limited Partners 100% voting 0% voting Various ABRY Partners principals of VII Co-Investment ABRY VII Capital Partners, ABRY Partners GP, LLC L.P. Limited Partners 0% voting 100% voting 100% 0% voting Various ABRY Partners VII Co- ABRY Investment Employees of ABRY Partners VII, L.P. Investment Fund, L.P. Partnership, L.P. ABRY Partners 3.19% equity 3.19% voting 96.72% equity 96.72% 0.08% equity 0.08% 0% voting EMC Aggregator, LLC (U.S.) 100% equity 100% voting 99% equity EMC Aggregator Sub, LLC 99% voting (U.S) 1% equity 1% voting EMC HoldCo 1 Coop (Netherlands) 100% equity 100% voting EMC HoldCo 2 B.V. * (Netherlands) 88.9% equity 88.9% voting EMC Acquisition Holdings, LLC (U.S.) 100% equity 100% voting EMC Intermediate, LLC (U.S.) 100% equity 100% voting EMC Acquisition, LLC (U.S.) 100% equity 100% voting Emerging Markets Communications, LLC (transferee) 100% equity 100% voting STM Networks, LLC (licensee)

Application for Transfer of Control of E070026 Exhibit F Page 1 PUBLIC INTEREST STATEMENT By this Application, Commission consent is sought for the proposed transfer of control of STM Networks, LLC (“STM Networks”), the licensee of Domestic Fixed Satellite VSAT Network license E070026 (the “Station”), from STM Group Inc. (“STM”) to Emerging Markets Communications, LLC (“EMC”). On July 12, 2013, STM and STM Atlantic N.V., a wholly-owned subsidiary of STM (as “Sellers”) and EMC and EMC Satcom Technologies, LLC, a wholly owned subsidiary of EMC (as “Purchasers”) entered into a Purchase and Sale Agreement, providing for, among other things, the transfer of control of the Station from STM to EMC. EMC presently is the licensee of certain other transmit/receive and receive-only earth station authorizations issued by the Commission. The proposed transfer of control of the Station from STM to EMC will serve the public interest and will cause no public interest harms because it will enable EMC, as the new owner of STM, to continue to provide satellite services to STM’s customers and expand service to new customers. DC01/ 3180835.4


Document Created: 2013-08-09 16:20:14
Document Modified: 2013-08-09 16:20:14
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC