Attachment Exhibit E & F

This document pretains to SES-T/C-20150505-00289 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2015050500289_1087372

                                                                           Exhibit E; Exhibit F
                                                                Transfer of Control Application
                                                                                    Page 1 of 5


                                           EXHIBIT E

The following entities will have a ten (10) percent or greater direct or indirect ownership interest
in Scisco Parent, Inc. (“Scisco”) at the time the proposed transaction is consummated:

Emerging Markets Communications, LLC (EMC), a Delaware limited liability company, is the
sole shareholder of Scisco. Emerging Markets Communications, LLC 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 85.6 percent of the common shares of
EMC Acquisition Holdings, LLC. EMC HoldCo 2 B.V. is located at 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 is located at 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.


                                                                          Exhibit E; Exhibit F
                                                               Transfer of Control Application
                                                                                   Page 2 of 5

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 EMC at the time
the proposed transaction is consummated.


                                              Exhibit E; Exhibit F
                                   Transfer of Control Application
                                                       Page 3 of 5

Pre-Closing Ownership Structure

        SeaMobile, Inc.



          SeaMobile, Inc.
              (U.S.)

    100% equity      100% voting

        MariTel Holdings, Inc.
               (U.S.)

    100% equity      100% voting

              Maritime
         Telecommunications
            Network, Inc.
               (U.S.)


     100% equity      100% voting

         MTN License Corp.
              (U.S.)


                                                                                            Exhibit E; Exhibit F
                                                                                 Transfer of Control Application
                                                                                                     Page 4 of 5

                                           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 VII
 principals of         Co-Investment GP,          ABRY VII Capital Partners,
ABRY Partners                LLC                           L.P.                        Limited Partners
0% voting                     100% voting                        100% voting          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% voting 0.08% equity        0.08% voting    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)

                                                 85.6% equity 85.6% 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.)                                        Scisco Parent, Inc.
                                                                                                              (U.S.)
                                                 100% equity       100% voting    100% equity
                                                                                                            Transferee
                                                                                  100% voting
                                                     Emerging Markets                             100% equity        100% voting
                                                    Communications, LLC
                                                             (U.S.)                                      SeaMobile Inc.
                                                                                                             (U.S.)
                                                                                                     (w/pre-merger structure)


                                                                            Exhibit E; Exhibit F
                                                                 Transfer of Control Application
                                                                                     Page 5 of 5

                                           EXHIBIT F

Through this application, Emerging Markets Communications, LLC (“EMC”) seeks Commission
consent for the proposed transfer of control of the transmit/receive satellite earth station licenses
ultimately held by SeaMobile, Inc. (“SeaMobile”) to EMC’s wholly-owned subsidiary, Scisco
Parent, Inc.

The post-consummation ownership structure for EMC is set forth in Exhibit E. ABRY Partners
is a private equity investment firm focused solely on media, communications, business and
information services investments.

The proposed transfer of control of the station licenses from SeaMobile to EMC serves the
public interest and will cause no public interest harms because it will enhance EMC’s ability to
provide competitive services to its customers. At the same time, the proposed transfer of control
does not raise any competitive concerns. Therefore, the parties respectfully request that the
Commission expeditiously approve the application.




80449144.1



Document Created: 2015-05-05 14:24:06
Document Modified: 2015-05-05 14:24:06

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