Attachment Exhibits E and F

This document pretains to SES-T/C-20160119-00063 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2016011900063_1123214

Airbus DS Holding SAS, Transferor Toruk AS, Transferee Call Sign WB36 DESCRIPTION OF TRANSACTION AND PUBLIC INTEREST STATEMENT Astrium Services Business Communications Inc. (“Licensee”) is the holder of the non- common carrier, Earth Stations On-Board Vessels license, call sign WB36. Licensee is an indirect, wholly owned subsidiary of Airbus DS Holding SAS (“Airbus” or “Transferor”). Airbus and Toruk AS (“Toruk” or “Transferee”) (together “Applicants”) hereby request Federal Communications Commission (“Commission”) consent to transfer control of the Licensee from Airbus to Toruk. On December 17, 2015, the Parties and other shareholders entered into a Share Purchase Agreement (“Agreement”) pursuant to which Toruk will purchase all of the issued and outstanding shares of Astrium Services AS (“Astrium”), an indirect subsidiary of Airbus and the immediate parent of the Licensee. Upon closing, the proposed transaction will result in the transfer of control of the Commission license and authorization held by the Licensee, as identified in Exhibit 1.1 Toruk is a Norwegian special-purpose acquisition vehicle that is wholly owned by a Luxembourg entity, Makto S.á.r.l. (“Makto”), which in turn is owned by funds managed and controlled by the French private equity firm, Apax Partners MidMarket SAS (“APMM”). Grant of the requested consent to transfer control of the Licensee will serve the public interest. The proposed indirect acquisition of the Licensee by Toruk will enhance the ability of the Licensee to continue to compete in the market for fixed and mobile satellite services because it will ensure access to capital for further development of the ASBCI business. In addition, the proposed transaction will leverage the new owner’s considerable experience and expertise. Notably, APMM’s affiliate Apax Partners SA previously controlled the Licensee’s business between 2007 and 2011. The proposed transaction poses no risks to competition, as neither Toruk nor APMM is an existing satellite services provider. Finally, post-consummation, the Licensee will be owned and controlled by WTO-member country investors. The Applicants request that the Commission grant consent for the transfer of ASBCI’s ESV license subject to the existing, or a successor, network security agreement by and between ASBCI and the Team Telecom agencies. For the foregoing reasons, the Parties respectfully request that the Commission expeditiously consent to the proposed transfer of control of the Licensee from Airbus to Toruk. 1 Concurrently with this Application, the Applicants will file an application for consent to transfer control of ASBCI’s international Section 214 authority File No. ITC-214-20010529- 00341.

Airbus DS Holding SAS, Transferor Toruk AS, Transferee Call Sign WB36 Exhibit 1 FCC License and Authorization 1. Call Sign WB36, Earth Stations On-Board Vessels 2. Section 214 Authority to Provide Global Facilities-Based and Global Resale International Telecommunications Services (File No. ITC-214-20010529-00341)

Airbus DS Holding SAS, Transferor Toruk AS, Transferee Call Sign WB36 Exhibit 2 Licensee Ownership Structure (Pre-Transaction) Airbus Group SE (Netherlands) 100 % Airbus DS Holdings BV (Netherlands) 100 % Airbus DS Holding SAS (France) 100 % Astrium Services AS (Norway) 100 % Astrium Services Business Communications Inc. (Delaware) (Licensee)

Airbus DS Holding SAS, Transferor Toruk AS, Transferee Call Sign WB36 Licensee Ownership Structure (Post-Transaction)


Document Created: 2016-01-19 20:12:40
Document Modified: 2016-01-19 20:12:40
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