Attachment Exhibit E

This document pretains to SES-T/C-20130910-00789 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2013091000789_1010142

                                                                   FCC Form 312, Exhibit E
                                                                              Page 1 of 10

                           Exhibit E: Response to Item A20

       OWNERSHIP AND CONTROL OF GILAT NORTH AMERICA LLC

        This application seeks Commission consent to the pro forma transfer of control of
Gilat North America, L.L.C. (“Gilat NA”), formerly known as RaySat Antenna Systems,
L.L.C., which holds six blanket licenses for mobile earth stations. A restructuring of the
Gilat NA ownership chain is planned after which the shares of Gilat NA will be held by
Wavestream Corporation (“Wavestream”), rather than Gilat NA’s current parent
company Spacenet Integrated Government Solutions, Inc. (“SIGS”). Because both
Wavestream and SIGS are wholly-owned subsidiaries of Gilat Satellite Networks Ltd.
(“Gilat”), following completion of the restructuring Gilat NA will continue to be
ultimately owned and controlled by Gilat. The post-consummation ownership and
control of Gilat NA are described in more detail in this Exhibit, and charts are also
attached for the Commission’s convenience.

                            Pro Forma Transfer of Control
        Gilat NA is currently a direct, wholly-owned subsidiary of SIGS, and both SIGS
and Wavestream are direct, wholly-owned subsidiaries of Spacenet Inc. (“Spacenet”).
Spacenet is wholly owned by Gilat, a company organized under the laws of Israel. Gilat
has entered into an agreement with SageNet of Tulsa, L.L.C. (“SageNet”) pursuant to
which SageNet has agreed to purchase from Gilat 100% of the issued and outstanding
shares of Spacenet. 1
        Gilat NA and its Commission authorizations are not included in the SageNet
transaction. Accordingly, just prior to consummation of the sale of Spacenet to Sagenet,
the ownership of Gilat NA will be restructured so that at the time of consummation, Gilat
NA will no longer be a Spacenet subsidiary.
        This restructuring will occur in several steps, all of which will take place in
immediate succession. First, SIGS will distribute to its parent Spacenet all the shares of
Gilat NA. Second, Spacenet will contribute the Gilat NA shares to Spacenet’s subsidiary
Wavestream. Third, Spacenet will purchase a portion of its own shares from Gilat in
exchange for transferring to Gilat assets that include all the shares of Wavestream.
Following these steps, Gilat NA will be a direct, wholly-owned subsidiary of
Wavestream, which will be a direct, wholly-owned subsidiary of Gilat. Thus, Gilat NA
will remain indirectly wholly owned by Gilat, as it is today, with no change in the
ultimate ownership and control of Gilat NA.
        The following simplified ownership charts depict these changes. All ownership
interests shown in the charts are 100%.


1
  Gilat and SageNet have separately filed for FCC consent to the transfer of control to
SageNet of Spacenet Services License Sub, Inc., another subsidiary of Spacenet that
holds Commission licenses. See File No. SES-T/C-20130827-00772.


                                                                                         FCC Form 312, Exhibit E
                                                                                                    Page 2 of 10



Current Ownership of Gilat NA and Wavestream:      Step 1: SIGS distributes Gilat NA shares to Spacenet




                    Spacenet Inc..                                          Spacenet Inc..



         Spacenet                                                Spacenet
        Integrated                                              Integrated
       Government                                              Government
      Solutions, Inc.                Wavestream               Solutions, Inc.                Wavestream
                                     Corporation                                             Corporation


       Gilat North                                             Gilat North
      America, L.L.C.                                         America, L.L.C.


                                                                                                  FCC Form 312, Exhibit E
                                                                                                             Page 3 of 10



Step 2: Spacenet contributes Gilat NA shares to Wavestream   Step 3: Spacenet purchases its own shares from Gilat
                                                                     in exchange for shares of Wavestream




               Spacenet Inc..
                                                                                    Wavestream
                                                             Spacenet Inc..         Corporation

    Spacenet
   Integrated
  Government
 Solutions, Inc.                 Wavestream                      Spacenet             Gilat North
                                 Corporation                    Integrated           America, L.L.C.
                                                               Government
                                                              Solutions, Inc.

                                 Gilat North
                                America, L.L.C.


                                                             Gilat then sells Spacenet shares to SageNet,
                                                             leaving Gilat NA and Wavestream with Gilat


                                                                  FCC Form 312, Exhibit E
                                                                             Page 4 of 10

                           Ownership and Control of Gilat
       Following the completion of the above-described steps, Gilat will continue to
wholly own Gilat NA. Gilat is a global provider of digital satellite communications,
network products, and services, including high-performance very small aperture terminal
(“VSAT”) satellite network systems. Information regarding the ownership and control of
Gilat was most recently provided to the Commission when Gilat applied for consent to
acquire Gilat NA in 2010. 2 The discussion below updates that information.
        Gilat’s shares are traded on the NASDAQ and Tel Aviv stock exchanges. There
are only two entities which may be deemed to have beneficial ownership of 10% or
greater in Gilat: York Capital Management Global Advisors, LLC (“York Capital
Management), which may be deemed to have a beneficial ownership interest equal to
approximately 19.4%, and the FIMI Funds, which may be deemed to have a beneficial
ownership interest equal to approximately 18.3%. All information provided herein is
based solely on the most recent Gilat Form 20-F filing submitted to the U.S. Securities
and Exchange Commission.
York Capital Management:
        York Capital Management is a privately owned New York limited liability
company and is an investment advisor registered with the U.S. Securities and Exchange
Commission. York Capital Management is the sole managing member of the general
partner of each of York Capital Management, L.P. (“York Capital”), York Multi-Strategy
Master Fund, L.P. (“York Multi Strategy”), York Credit Opportunities Fund, L.P. (“York
Credit Opportunities”), York Credit Opportunities Master Fund, L.P. (“York Credit
Opportunities Master”), Jorvik Multi-Strategy Master Fund, L.P. (“Jorvik”) and a certain
account managed by York Managed Holdings, LLC (“York Managed Holdings”) (such
account the “Managed Account”). York Capital Management exercises investment
discretion over these investment funds and the Managed Account and accordingly may be
deemed to have beneficial ownership over the shares directly owned by such investment
funds and the Managed Account.
      James G. Dinan is the chairman and one of two senior managers of York Capital
Management. Daniel A. Schwartz is also a senior Manager of York Capital
Management.
      Dinan Management, LLC, a New York limited liability company (“Dinan
Management”), is the general partner of York Capital, York Multi-Strategy and Jorvik.
York Capital Management is the sole managing member of Dinan Management.
      York Credit Opportunities Domestic Holdings, LLC, a New York limited liability
company (“York Credit Opportunities Domestic Holdings”), is the general partner of
York Credit Opportunities and York Credit Opportunities Master. York Capital
Management is the sole managing member of York Credit Opportunities Domestic
Holdings.

2
    See File No. SES-T/C-20100412-00439, Exhibit E.


                                                                     FCC Form 312, Exhibit E
                                                                                Page 5 of 10

        Each of York Capital, York Multi-Strategy, York Credit Opportunities, York
Credit Opportunities Master and Jorvik is a privately owned investment limited
partnership in the principal business of purchasing for investment trading purposes
securities and other financial instruments.
       Dinan Management is a privately owned limited liability company in the principal
business of acting as the general partner of York Capital, York Multi-Strategy and Jorvik
and the general partner or investment manager of five other private investment funds.
         York Credit Opportunities Domestic Holdings is a privately owned limited
liability company in the principal business of acting as the general partner of York Credit
Opportunities and York Credit Opportunities Master and the investment manager of one
other private investment fund.

       York Managed Holdings is a privately owned limited liability company in the
principal business of acting as manager of certain separately managed client investment
accounts.

The FIMI Funds:

       The following entities are private investment funds and may be deemed to
beneficially own and have shared power to vote and shared power of disposition.

        FIMI IV 2007 Ltd. is a corporation organized under the laws of the State of Israel
that serves as the managing general partner of each of FIMI Opportunity IV, L.P. and
FIMI Israel Opportunity IV, Limited Partnership (the “FIMI IV Funds”). Its principal
business is the management of the FIMI IV Funds.

         FIMI FIVE 2012 Ltd. is a corporation organized under the laws of the State of
Israel that serves as the managing general partner of each of FIMI Opportunity V, L.P.
and FIMI Israel Opportunity Five, Limited Partnership (the “FIMI V Funds” and together
with the “FIMI IV Funds,” the “FIMI Funds”). Its principal business is the management
of the FIMI V Funds.

        FIMI Opportunity IV, L.P. is a limited partnership organized under the laws of the
State of Delaware. Its principal business is investment in securities.

        FIMI Israel Opportunity IV, Limited Partnership is a limited partnership
organized under the laws of the State of Israel. Its principal business is investment in
securities.

        FIMI Opportunity V, L.P. is a limited partnership organized under the laws of the
State of Delaware. Its principal business is investment in securities.

        FIMI Israel Opportunity Five, Limited Partnership is a limited partnership
organized under the laws of the State of Israel. Its principal business is investment in
securities.


                                                                     FCC Form 312, Exhibit E
                                                                                Page 6 of 10

        Shira and Ishay Davidi Management Ltd. is a corporation organized under the
laws of the State of Israel and is controlled by Mr. Ishay Davidi. Shira and Ishay Davidi
Management Ltd. is a holding company that controls FIMI IV 2007 Ltd., the managing
general partner of the FIMI IV Funds, and FIMI FIVE 2012 Ltd., the managing general
partner of the FIMI V Funds.

       Mr. Ishay Davidi is a citizen of the State of Israel and serves as the Chief
Executive Officer of all of the FIMI companies listed above.

      Information regarding the name, address, citizenship, principal business, and
ownership percentage of the 10% or greater shareholders of Gilat Satellite Networks Ltd.:

Name of Beneficial Owner:              York Capital Management Global Advisors, LLC
Business Type:                         Investment Advisor
Citizenship:                           United States
Percentage of Ownership:               Beneficial owner and manager of all York funds

Name of Beneficial Owner:              York Capital Management, L.P
Business Type:                         Investment Fund
Citizenship:                           United States
Percentage of Ownership:               1.4% direct ownership of Gilat

Name of Beneficial Owner:              York Multi-Strategy Master Fund, L.P.
Business Type:                         Investment Fund
Citizenship:                           Cayman Islands
Percentage of Ownership:               13.3% direct ownership of Gilat

Name of Beneficial Owner:              York Credit Opportunities Fund, L.P.
Business Type:                         Investment Fund
Citizenship:                           United States
Percentage of Ownership:               0.7% direct ownership of Gilat

Name of Beneficial Owner:              York Credit Opportunities Master Fund, L.P.
Business Type:                         Investment Fund
Citizenship:                           Cayman Islands
Percentage of Ownership:               1.5% direct ownership of Gilat

Name of Beneficial Owner:              Jorvik Multi-Strategy Master Fund, L.P.
Business Type:                         Investment Fund
Citizenship:                           Cayman Islands
Percentage of Ownership:               1.3% direct ownership of Gilat


                                                                   FCC Form 312, Exhibit E
                                                                              Page 7 of 10

Name of Beneficial Owner:             York Managed Holdings, LLC
Business Type:                        Investment Fund
Citizenship:                          United States
Percentage of Ownership:              1.2% direct ownership of Gilat

Name of Beneficial Owner:             Dinan Management, LLC
Business Type:                        Investment Advisor
Citizenship:                          United States
Percentage of Ownership:              General partner of York Capital Management, L.P,
                                      York Multi-Strategy Master Fund, L.P. and Jorvik
                                      Multi-Strategy Master Fund, L.P.

Name of Beneficial Owner:             York Credit Opportunities Domestic Holdings,
                                      LLC
Business Type:                        Investment Advisor
Citizenship:                          United States
Percentage of Ownership:              General partner of York Credit Opportunities
                                      Fund, L.P and York Credit Opportunities Master
                                      Fund, L.P.

Name of Beneficial Owner:             York Credit Opportunities Domestic Holdings,
                                      LLC
Business Type:                        Investment Advisor
Citizenship:                          United States
Percentage of Ownership:              General partner of York Credit Opportunities
                                      Fund, L.P and York Credit Opportunities Master
                                      Fund, L.P.

Name of Beneficial Owner:             James G. Dinan
Business Type:                        N/A
Citizenship:                          United States
Percentage of Ownership:              Chairman and one of two senior managers of York
                                      Capital Management Global Advisors, LLC

Name of Beneficial Owner:             Daniel A. Schwartz
Business Type:                        N/A
Citizenship:                          Canada
Percentage of Ownership:              One of two senior managers of York Capital
                                      Management Global Advisors, LLC

The address for all the above entities and individuals associated with York Capital
Management is:
       767 Fifth Avenue, 17th Floor
       New York, NY 10153


                                                       FCC Form 312, Exhibit E
                                                                  Page 8 of 10

Name of Beneficial Owner:   FIMI IV 2007 Ltd.
Business Type:              Investment Advisors
Citizenship:                Israel
Percentage of Ownership:    Managing general partner of each of the FIMI IV
                            Funds

Name of Beneficial Owner:   FIMI FIVE 2012 Ltd.
Business Type:              Investment Advisors
Citizenship:                Israel
Percentage of Ownership:    Managing general partner of each of the FIMI V
                            Funds

Name of Beneficial Owner:   FIMI Opportunity IV, L.P.
Business Type:              Account Managers
Citizenship:                Delaware
Percentage of Ownership:    The FIMI IV Funds and FIMI V Funds together
                            may be deemed to beneficially own an 18.3%
                            interest in Gilat with shared voting power and
                            shared power of disposition

Name of Beneficial Owner:   FIMI Israel Opportunity IV, L.P.
Business Type:              Account Managers
Citizenship:                Israel
Percentage of Ownership:    The FIMI IV Funds and FIMI V Funds together
                            may be deemed to beneficially own an 18.3%
                            interest in Gilat with shared voting power and
                            shared power of disposition

Name of Beneficial Owner:   FIMI Opportunity V, L.P.
Business Type:              Account Managers
Citizenship:                Delaware
Percentage of Ownership:    The FIMI IV Funds and FIMI V Funds together
                            may be deemed to beneficially own an 18.3%
                            interest in Gilat with shared voting power and
                            shared power of disposition

Name of Beneficial Owner:   FIMI Israel Opportunity Five, L.P.
Business Type:              Account Managers
Citizenship:                Israel
Percentage of Ownership:    The FIMI IV Funds and FIMI V Funds together
                            may be deemed to beneficially own an 18.3%
                            interest in Gilat with shared voting power and
                            shared power of disposition


                                                                   FCC Form 312, Exhibit E
                                                                              Page 9 of 10

Name of Beneficial Owner:              Shira and Ishay Davidi Management Ltd.
Business Type:                         Investment Advisors
Citizenship:                           Israel
Percentage of Ownership:               Controls FIMI IV 2007 Ltd., the managing general
                                       partner of the FIMI IV Funds, and FIMI FIVE
                                       2012 Ltd., the managing general partner of the
                                       FIMI V Funds

Name of Beneficial Owner:              Ishay Davidi
Business Type:                         N/A
Citizenship:                           Israel
Percentage of Ownership:               Controller and COO of all FIMI entities

The address for all the above entities and individuals associated with the FIMI Funds is:
       Electra Tower
       98 Yigal Alon St.
       Tel-Aviv 67891
       ISRAEL

       The following simplified ownership chart shows the ownership of Gilat NA
following consummation of the proposed pro forma transfer.


                                                                 FCC Form 312, Exhibit E
                                                                           Page 10 of 10



               Post-Closing Ownership of Gilat NA



York Capital                                         Shareholders
Management                  FIMI Funds               with less Than
    LLP                                             10% Ownership

                       18.3%
 19.4%                                              62.3%




                         Wavestream
                         Corporation




                         Gilat North
                        America, L.L.C.



Document Created: 2013-09-04 12:54:26
Document Modified: 2013-09-04 12:54:26

© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC