Attachment Exhibit E SES-T/C-20150407-00204

Attachment Exhibit E

This document pretains to SES-T/C-20150407-00204 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2015040700204_1082340

FCC Form 312
Application for Pro Forma Transfer of Control of Earth Station Licensee
Question A.20

EXHIBIT E

Transaction Description and Proposed Ownership Streamlining

The applicants seek prior Federal Communications Commission (“FCC”) consent to the
proposed pro forma transfer of control of satellite earth station licensee ISAT US Inc. (“ISAT”
or “Licensee”). The proposed transfer of control will take place in two phases and is intended to
streamline the U.S. organizational structure of Licensee’s ultimate parent, Inmarsat plc
(“Inmarsat”), a UK public limited company. FCC prior approval for this pro forma transfer of
control application is requested so that the transactions can be consummated in June 2015.

Foreign Ownership Authorization

ISAT is the holder of a blanket earth station license designated as common carrier and
currently has more than 25 percent indirect foreign ownership. ISAT has authorization, pursuant
to Section 310(b)(4) of the Communications Act, as amended, for its current foreign ownership
structure under IBFS File No. ISP-PDR-20100107-00006.1 Because ISAT will have new foreign
intermediate parent corporations upon consummation of the proposed pro forma transfer of
control, however, Licensee has filed a new Petition for Declaratory Ruling under IBFS File No.
ISP-PDR-20150401-00001.

Current Ownership Structure

The Licensee ISAT currently is directly owned 100 percent by U.S.-organized Inmarsat
US Holdings, Inc. (“IUSHI” or “Transferor”). See attached Diagram I. IUSHI in turn is
currently directly owned 100 percent by U.K.-organized Inmarsat Services Ltd. Inmarsat
Services Ltd is a wholly-owned subsidiary of U.K.-organized Inmarsat Ventures Ltd, which is a
wholly-owned subsidiary of U.K.-organized Inmarsat Investments Ltd, which is a wholly-owned
subsidiary of U.K.-organized Inmarsat Group Ltd. Inmarsat Group Ltd is a wholly-owned
subsidiary of U.K.-organized Inmarsat Holdings Ltd, which is a wholly-owned subsidiary of
U.K.-organized Inmarsat plc (“Inmarsat”).

Phase One of the Proposed Pro Forma Transfer of Control

In the first phase of the proposed transaction, Inmarsat Services Ltd., being the sole
shareholder of ISAT’s parent IUSHI, proposes to sell its shares of IUSHI in June 2015 to
Inmarsat Group Holdings Inc. (“IGHI”), an affiliated U.S. corporation under common control of
Inmarsat. After the sale, IGHI will be the 100% direct shareholder of IUSHI, which itself is the
100% direct shareholder of ISAT.

1
See Public Notice: International Authorizations Granted, 25 FCC Rcd 10332, 10338 (2010).

Phase Two of the Proposed Pro Forma Transfer of Control

Shortly after the consummation of Phase One, in the second phase of the transaction
IGHI will liquidate IUSHI. After this liquidation, IGHI will be the sole shareholder of Licensee
ISAT US Inc.2

IGHI is a wholly-owned subsidiary of Inmarsat Solutions Ltd, which is a wholly-owned
subsidiary of Inmarsat Finance III Limited (“Finance III”). In turn, Finance III is a wholly-
owned subsidiary of Inmarsat Ventures Ltd, a wholly-owned subsidiary of Inmarsat Investments
Ltd, which is a wholly-owned subsidiary of Inmarsat Group Ltd, which is a wholly-owned
subsidiary of Inmarsat Holdings Ltd, which is a wholly-owned subsidiary of the ultimate parent
corporation Inmarsat plc (“Inmarsat”). The ownership structure of ISAT after completion of the
second phase of the transaction is depicted in the attached Diagram II.

The following entities or individuals hold ten percent or greater interests in Inmarsat plc,
and indirectly in the Licensee:

• Lansdowne Partners Limited (“Lansdowne”) (11.44%, aggregate voting power
held through management of various Lansdowne investment funds). Lansdowne
was formed under the laws of England and Wales.

No other person or entity directly or indirectly holds a ten percent or greater ownership
interest in the Licensee.

The address, citizenship, and primary business for the interest holders disclosed above are as
follows:

2
At the time of the proposed transaction in June 2015, IGHI also will be the 100 percent parent
of earth station licensees Inmarsat Mobile Networks, Inc. and Inmarsat Solutions (US) Inc. IGHI
will have become the direct parent of these two licensees upon the consummation of the pro
forma transfers of control of these two licensees on or about April 30, 2015 pursuant to FCC
grants of the following applications: SES-T/C-20150313-0155, SES-T/C-20150317-00167, and
SES-T/C-20150317-00168.
2

Inmarsat plc Inmarsat Holdings Ltd. Inmarsat Group Limited
99 City Road 99 City Road 99 City Road
London, United Kingdom London, United Kingdom London, United Kingdom
EC1Y 1AX EC1Y 1AX EC1Y 1AX
Citizenship: United Kingdom Citizenship: United Kingdom Citizenship: United Kingdom
Primary business: Telecom Primary business: Holding Primary business: Provider of
Company global mobile satellite
communications services
Inmarsat Investments Limited Inmarsat Ventures Ltd. Inmarsat Services Ltd.
99 City Road 99 City Road 99 City Road
London, United Kingdom London, United Kingdom London, United Kingdom
EC1Y 1AX EC1Y 1AX EC1Y 1AX
Citizenship: United Kingdom Citizenship: England and Wales Citizenship: England and Wales
Primary business: Provider of Primary business: Holding Primary business: Holding
global mobile satellite Company Company
communications services

Inmarsat Finance III Limited Inmarsat Solutions Ltd. Inmarsat Group Holdings Inc.
99 City Road 99 City Road 1101 Connecticut Avenue, NW
London, United Kingdom London, United Kingdom Suite 1200
EC1Y 1AX EC1Y 1AX Washington, DC 20036
Citizenship: United Kingdom Citizenship: England and Wales Citizenship: United States
Primary business: Financing, Primary business: Holding Primary business: Holding
predominantly through inter- Company Company
company loans of various
investments
Landsdowne Partners Limited
15 Davies Street
London, United Kingdom
W1K 3AG
Citizenship: United Kingdom
Primary business: Investment

3

Document Created: 2015-04-01 18:27:52
Document Modified: 2015-04-01 18:27:52

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