Attachment Exhibit E & F

This document pretains to SES-T/C-20150505-00291 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2015050500291_1087379

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
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