Attachment Attachment

This document pretains to SES-T/C-20130912-00807 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2013091200807_1012237

The instant application seeks FCC authority for the transfer of control of fixed earth station authorizations held by Globecomm Systems, Inc. (“Globecomm”), a Delaware corporation, from Globecomm to Wasserstein Cosmos Co-Invest, L.P. (“Wasserstein Cosmos”), a Delaware limited partnership. Exhibit E: Response to FCC Form 312, Question A20 The following entities will have a ten percent or greater direct or indirect ownership or controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated: Direct Ownership The following entities will have a ten percent or greater direct ownership or controlling interest in Wasserstein Cosmos: Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: General partnership interest representing 0.18% percent equity interest and control of Wasserstein Cosmos Wasserstein Capital, LP c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: 22.34% limited partnership interest in Wasserstein Cosmos Wasserstein Partners III (Reg AIV), LP c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: 22.34% limited partnership interest in Wasserstein Cosmos Lexington Co-Investment Holdings III, L.P. 660 Madison Avenue, 23rd Floor New York, NY 10065 Citizenship: Delaware

Principal Business: Investment Company Direct Ownership Interest: 29.59% limited partnership interest in Wasserstein Cosmos No other person or entity will have a ten percent or greater direct ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. Indirect Ownership Wasserstein & Co., LP Ownership Wasserstein & Co., LP has two partners that will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated – Wasserstein Investments, LLC and Wasserstein Capital, LP. (the latter is also described on the previous page). Wasserstein Investments, LLC c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: General partnership interest representing 0.2% equity interest and control of Wasserstein & Co., LP. Note: The sole member of this entity is Wasserstein Holdings, LLC (described below). Wasserstein Holdings, LLC c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Sole Member of Wasserstein Investments, LLC Note: Wasserstein Holdings, LLC is managed by its officers: Ellis B. Jones (Chairman), George L. Majoros, Jr. (Vice President and Treasurer), and Robert Mersten (Secretary) and its Board of Directors. Members of the Board are Ellis B. Jones and Pamela Wasserstein. All of these individuals are U.S. citizens. The address for all individuals is c/o Wasserstein & Co., LP, 1301 Avenue of the Americas, 41st Floor, New York, NY 10019. Three entities have a ten percent or greater equity interest in Wasserstein Holdings, LLC – the Wasserstein Family Trust LLC, the Cranberry Dune 1998 Long-Term Trust and the Estate of Bruce Wasserstein. Wasserstein Family Trust LLC -2-

c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Holding Company Direct Ownership Interest: 47.02% interest in Wasserstein Holdings, LLC Note: The Wasserstein Family Trust is 100 percent owned by the 2001 Wasserstein Family Trust (described below). 2001 Wasserstein Family Trust c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: New York Principal Business: Trust Note: The 2001 Wasserstein Family Trust is managed by Ellis B. Jones, who also is the Chairman of Wasserstein Holdings, LLC and a member of its Board of Directors. The trustees of the Trust are Pamela Wasserstein, Ben Wasserstein, Alex Wasserstein, and George L. Majoros, Jr. Each of these individuals is a U.S. citizen. The address for all these individuals is c/o Wasserstein & Co., LP, 1301 Avenue of the Americas, 41st Floor, New York, NY 10019. Beneficiaries of the Trust, all of whom are U.S. citizens, are Pamela Wasserstein, Ben Wasserstein, Alex Wasserstein and three additional members of the Wasserstein family who are under eighteen. Cranberry Dune 1998 Long-Term Trust c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Holding Company Direct Ownership Interest: 31.99% interest in Wasserstein Holdings, LLC Note: The Cranberry Dune 1998 Long-Term Trust is managed by Ellis B. Jones, who also is the Chairman of Wasserstein Holdings, LLC and a member of its Board of Directors. The trustees of the Trust are Pamela Wasserstein, Ben Wasserstein, and George Majoros, Jr. The beneficiaries of the Trust are the same as of the 2001 Wasserstein Family Trust. Estate of Bruce Wasserstein c/o Wasserstein & Co., LP -3-

1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: New York Principal Business: Estate Direct Ownership Interest: 15.99% interest in Wasserstein Holdings, LLC Note: The Estate of Bruce Wasserstein is managed by Ellis B. Jones, who also is the Chairman of Wasserstein Holdings, LLC and a member of its Board of Directors. The executors of the Estate are Pamela Wasserstein, Ben Wasserstein, Alex Wasserstein, and Ellis B. Jones. Each of these individuals is a U.S. citizen. The address for all these individuals is c/o Wasserstein & Co., LP, 1301 Avenue of the Americas, 41st Floor, New York, NY 10019. Beneficiaries of the Estate are the same as the beneficiaries of the 2001 Wasserstein Family Trust. Wasserstein Capital, LP Direct Ownership Interest: 99.8% limited partnership interest in Wasserstein & Co., LP Note: The sole general partner of this entity is Wasserstein Investments, LLC (described above). Wasserstein Capital, LP has two limited partners that will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated – the Wasserstein Family Trust, LLC (which holds a 60% limited partnership interest) and the Estate of Bruce Wasserstein (which holds a 40% limited partnership interest), each of which is described above. No other partner of this entity will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. Wasserstein Capital, LP Ownership Wasserstein Capital, LP has three partners that will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated – the Wasserstein Family Trust, LLC, the Estate of Bruce Wasserstein and Wasserstein Investments, LLC, each of which is described above. Wasserstein Partners III (Reg AIV), LP Ownership Wasserstein Partners III (Reg AIV), LP (“WP III”) has two partners that will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated – Wasserstein Partners III (Reg AIV GP), LP (“WP III GP”) and Wasserstein Capital, LP (described above and which will hold a 99% limited partner interest in WP III). No other partner of this entity will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. Wasserstein Partners III (Reg AIV GP), LP c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 -4-

Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: General partnership interest representing 1.0% of the equity interest and control of WP III. Note: The sole general partner of this entity is Wasserstein Capital, LP (described above), which general partnership interest represents a 100% equity interest of this entity. Lexington Co-Investment Holdings III, L.P. Ownership Lexington Co-Investment Holdings III, L.P. has one partner that will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated – CIP Partners III, L.P. CIP Partners III, L.P. 660 Madison Avenue, 23rd Floor New York, NY 10065 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: General partnership interest representing 2% equity interest and control of Lexington Co-Investment Holdings III, L.P. Note: The sole general partner of this entity is CIP Partners GP III LLC (described below). No other partner of this entity will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. CIP Partners GP III LLC 660 Madison Avenue, 23rd Floor New York, NY 10065 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Sole general partnership interest and control of CIP Partners III, L.P. Note: The managing member of this entity is Lexington Partners L.P. (described below). No other member of this entity will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. Lexington Partners L.P. 660 Madison Avenue, 23rd Floor New York, NY 10065 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Managing member of and 100% equity interest in CIP Partners GP III LLC Note: The sole general partner of this entity is Lexington Partners Advisors GP L.L.C. (described below). No other partner of this entity will have an attributable ten percent or greater ownership -5-

or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. Lexington Partners Advisors GP L.L.C. 660 Madison Avenue, 23rd Floor New York, NY 10065 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Sole general partnership interest and control of Lexington Partners L.P. Note: The sole member of this entity is Lexington Partners Advisors Holdings L.P. (described below). No other member of this entity will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. Lexington Partners Advisors Holdings L.P. 660 Madison Avenue, 23rd Floor New York, NY 10065 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Sole member of and 100% equity interest in Lexington Partners Advisors GP L.L.C. Note: The sole general partner of this entity is Lexington Partners Advisors Holdings GP L.L.C. (described below). No other partner of this entity will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. Lexington Partners Advisors Holdings GP L.L.C. 660 Madison Avenue, 23rd Floor New York, NY 10065 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Sole general partnership interest and control of Lexington Partners Advisors Holdings L.P. Note: The managing member of this entity is Brent R. Nicklas (described below). No other member of this entity will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. Brent R. Nicklas 660 Madison Avenue, 23rd Floor New York, NY 10065 Citizenship: U.S. Principal Business: Individual -6-

Direct Ownership Interest: Mr. Nicklas has a 100% equity interest and control of Lexington Partners Advisors Holdings GP L.L.C. No other person or entity will have a ten percent or greater direct or indirect ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. Exhibit F: Response to FCC Form 312, Question A21 The instant application seeks FCC authority for the transfer of control of Globecomm’s VSAT earth stations, call signs E000251, E000277, and E000278, from Globecomm to Wasserstein Cosmos. Description of the Proposed Transaction Wasserstein Cosmos and Globecomm seek FCC consent to the transfer of control of the international and domestic Section 214 authorizations, earth stations licenses, and private wireless authorizations held by Globecomm and its wholly owned subsidiaries to Wasserstein Cosmos. As described below, the transaction will be in the public interest, as it will enable Globecomm to be acquired by a parent with substantial financial wherewithal. The transaction will thus provide Globecomm with a solid financial platform to better enable it to compete within the highly competitive market for global communications. Description of the Parties Globecomm is a global communications solutions provider, offering customers managed access services to the United States Internet backbone, video content, the public switched telephone network or their corporate headquarters or government offices. Globecomm utilizes a combination of terrestrial connectivity, satellite bandwidth and teleports, along with a variety of remote very small aperture terminals, or VSATs, to provide end-to-end connectivity. Globecomm also leases and resells over one GHz of total satellite bandwidth across the globe for different frequencies, coverage areas and polarizations. Domestically, Globecomm and its wholly owned subsidiaries, Globecomm Network Services Corp. and Globecomm Services Maryland, provide nationwide toll-based termination of voice calls. Globecomm holds Section 214 authority to provide international and domestic telecommunications services, non-common carrier earth station authorizations, and a private wireless authorization. Globecomm’s wholly owned subsidiary, Telaurus Communications LLC (“Telaurus”), a Delaware limited liability company, provides a secure and robust global maritime communications network. This network provides shipboard users with an easy to use, reliable and cost effective means by which they can communicate. Telaurus resells pre-paid and post- paid phone cards and voice services for Inmarsat and Iridium satellite phones. Telaurus holds section 214 authority to provide international and domestic telecommunications services.1 1 The following authorizations are the subject of FCC transfer of control applications that will be filed as part of this transaction: Globecomm and Telaurus both hold international and -7-

As described above, the Transferee, Wasserstein Cosmos, is a Delaware limited partnership. Wasserstein Cosmos will be owned by Wasserstein & Co., LP, Wasserstein Family Trust LLC, WP III, Lexington Co-Investment Holdings III, L.P., and other private equity funds that will each hold less than ten percent of the equity and voting interests in Wasserstein Cosmos. The general partner of Wasserstein Cosmos is Wasserstein & Co., LP, a Delaware limited partnership and a leading independent private equity and investment firm. Wasserstein & Co., LP also manages capital on behalf of institutional and individual investors. The firm is focused on investments primarily in the media, consumer products and water equipment and services industries. Wasserstein & Co. has offices in New York and Los Angeles. Description of the Agreement On August 25, 2013, Globecomm entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Wasserstein Cosmos and Cosmos Acquisition Corp., an indirect, wholly owned subsidiary of Wasserstein Cosmos. Pursuant to the terms of the Merger Agreement, and subject to the conditions thereof, Cosmos Acquisition Corp. will merge with and into Globecomm. Globecomm will thus become an indirect, wholly owned subsidiary of Wasserstein Cosmos at closing.2 The Merger Agreement was unanimously approved by Globecomm’s board of directors. The transaction thus will result in the transfer of control of all of the FCC licenses and authorizations held by Globecomm and its wholly owned subsidiaries to Wasserstein Cosmos. Specifically, at closing, Globecomm will be directly wholly owned by Cosmos Holdings Acquisition Corp., a Delaware corporation. Cosmos Holdings Acquisition Corp. in turn will be wholly owned by Wasserstein Cosmos at closing. Because the proposed transfer of control will be completed at the holding company level, the Applicants expect that the transaction will be entirely transparent to Globecomm’s customers and will have no effect on the services those customers currently receive. As it affects only the ownership of Globecomm, the proposed transaction will not result in any adverse change in the assets Globecomm uses to provide service or Globecomm’s day-to-day operations, nor will the transaction itself have any adverse effect on Globecomm’s rates, terms or conditions of service. domestic Section 214 authority. Globecomm holds fixed earth stations, call signs E050308, E060446, E090179, E120057, E120200, E070227, E010177, E020003, E980122, E020288, E970361, E990402, E060431, E970206, E020002, and VSAT networks, call signs E000251, E000277, E000278. Globecomm also holds one private wireless authorization, call sign WQLT500. Globecomm’s wholly owned subsidiary, Cachendo LLC, holds one private wireless authorization, call sign WPLH258. Globecomm also currently holds two common carrier microwave authorizations that will be surrendered prior to closing and, thus, transfer authority is not being sought for them. 2 At the closing of the Merger, each outstanding share of Globecomm common stock, other than shares owned by Globecomm, shares owned by Wasserstein Cosmos or any subsidiary of either Globecomm or Wasserstein Cosmos, and shares with respect to which appraisal rights are properly exercised and not withdrawn, will be converted into the right to receive $14.15 in cash, without interest and less any applicable withholding taxes. -8-

Public Interest Statement The proposed transfer of control of Globecomm and its wholly owned subsidiaries to Wasserstein Cosmos serves the public interest and will cause no offsetting public interest harms. Therefore, the Commission should expeditiously approve the proposed transfer of control. The proposed transfer of control will promote competition by enabling Globecomm to be acquired by a parent with substantial financial resources. Wasserstein & Co. currently manages capital on behalf of institutional and individual investors. The transaction will provide Globecomm with a solid financial platform to better enable it to expand its customer base and develop new products and services to meet the evolving needs of its customers. As such, the transaction will better enable Globecomm to compete in the highly competitive market for global communications. At the same time, the proposed transfer of control does not raise any competitive concerns. Wasserstein Cosmos is not in the business of providing communications services. Accordingly, the transaction does not eliminate a competitor or in any way reduce competition in the market for global communications. In contrast, the transaction will likely increase competition by strengthening Globecomm’s financial wherewithal, enabling it to become an even more effective co -9-

Post-Closing Ownership 2001 Wasserstein Brent Nicklas Family Trust (U.S. Citizen) (New York) 100% 100% Cranberry Dune 1998 Estate of Bruce Long-Term Trust Lexington Partners Advisors Wasserstein Family Wasserstein (Delaware) Holdings GP L.L.C. Trust LLC (New York) (Delaware) (Delaware) 40% LP 15.99% 31.99% GP 60% LP 47.02% Lexington Partners Advisors Holdings L.P. Wasserstein (Delaware) Holdings, LLC 100% (Delaware) Lexington Partners Advisors 100% GP L.L.C. Wasserstein (Delaware) Investments, LLC Wasserstein GP (Delaware) GP Capital, LP (Delaware) Lexington Partners L.P. GP GP (Delaware) 99.8% LP 100% Wasserstein CIP Partners GP III LLC Partners III (Reg 22.34% LP (Delaware) AIV GP), LP GP (Delaware) CIP Partners III, L.P. GP 99% LP (Delaware) Wasserstein & Co., GP LP Wasserstein (Delaware) Lexington Co-Investment Partners III (Reg Holdings III, L.P. AIV), LP (Delaware) (Delaware) GP 29.59% LP 22.34% LP Other Limited Partners1 Wasserstein Cosmos Co-Invest, L.P. (Delaware) 100% Cosmos Holdings Acquisition Corp. (Delaware) 100% Globecomm Systems, Inc. (Delaware) 100% Globecomm Network Globecomm Services Telaurus Communications Cachendo LLC Services Corp. Maryland LLC LLC (Delaware) (Delaware) (Delaware) (Delaware) 1. No other limited partner has a ten percent or greater interest in Wasserstein Cosmos Co-Invest, L.P.


Document Created: 2013-09-12 16:34:41
Document Modified: 2013-09-12 16:34:41
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