Attachment Exhibits E and F

This document pretains to SES-T/C-20160302-00190 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2016030200190_1127403

FCC Form 312 Exhibit E Page 1 of 1 Exhibit E: Response to Item A20 By this application, SES S.A. (“SES”) and RR Media Inc. (“RR Media America”) seek Commission consent for the transfer of control of RR Media America’s earth station licenses to SES. As described in Exhibit F, SES will acquire RR Media America’s parent company, RR Media Ltd., through its wholly owned subsidiary SES Astra Services Europe S.A. (“SES Astra Services”). This Exhibit describes the ownership and control of SES and SES Astra Services Europe S.A. SES Astra Services is a direct wholly-owned subsidiary of SES (formerly known as SES Global S.A.). Both SES and SES Astra Services are Luxembourg companies located at L-6815 Château de Betzdorf, Luxembourg. Through its subsidiaries and affiliates, SES engages in the provision of satellite services in North and South America, Europe, Africa and Asia under the single brand name “SES.” The individual legal entities, however, remain distinct. Three of SES’s indirect subsidiaries – SES Americom, Inc., SES Satellites (Gibraltar) Ltd., and New Skies Satellites B.V. – hold a number of Commission authorizations for space stations, earth stations and U.S. market access. The names, addresses, and citizenship of stockholders owning of record and/or voting 10 percent or more of SES voting stock are: 1. The Etat du Grand Duché de Luxembourg (the “State of Luxembourg”) – and Banque et Caisse d’Epargne de l’Etat (“BCEE”) and Société Nationale de Crédit et d’Investisement (“SNCI”), each of which is an institution created by act of the Luxembourg Parliament and 100% owned by the State of Luxembourg – hold Class B shares of SES representing a combined effective economic interest of 16.67% and effective voting power of 33.33%. In addition, in 2007 and 2008 these entities received SES Fiduciary Deposit Receipts (“FDRs”), each of which represents one Class A share of SES. The FDRs distributed to these entities represented a combined 5.43% economic interest and effective voting power of 4.35%. SES does not know how many of these FDRs are still held by the Class B shareholders. The principal business of both BCEE and SNCI is financial services. The addresses of BCEE and SNCI are as follows: Banque et Caisse d’Epargne de l’Etat 1, place de Metz L-2954 Luxembourg Société Nationale de Crédit et d’Investissement 7, place du St. Esprit L-1475 Luxembourg The address for the State of Luxembourg is Ministry of State, 4 rue de la Congrégation, L-2910, Luxembourg.

FCC Form 312 Exhibit F Page 1 of 1 Exhibit F: Response to Item A21 PUBLIC INTEREST STATEMENT By this application, SES S.A. (“SES”) and RR Media Inc. (“RR Media America”) seek Commission consent for the transfer of control of RR Media America’s earth station licenses to SES. SES Astra Services Europe S.A. (“SES Astra Services”), a wholly owned subsidiary of SES, has entered into an agreement to acquire 100% ownership of RR Media America’s sole parent, RR Media Ltd. (“RR Media”). Upon consummation of the contemplated transaction, SES will acquire indirect control of the facilities and Commission licenses associated with RR Media America’s Hawley, Pennsylvania teleport. The acquisition will be accomplished by means of a “reverse triangular merger” whereby a subsidiary of SES Astra Services will be created and then merged with RR Media. Following consummation of the transfer of control, the Hawley teleport will continue to be used solely for non-common carrier video and radio distribution services. None of these services will interconnect with the public switched telephone network. Grant of this transfer of control application will serve the public interest, convenience, and necessity. SES, through its various subsidiaries worldwide, operates a fleet of satellites and numerous earth stations and has the resources and engineering expertise required to operate the Hawley teleport. Acquisition of this facility will enhance SES’s ability to provide high quality content management and distribution services to a wide range of broadcasters, cable networks, and direct broadcast satellite operators. Three of SES’s indirect subsidiaries – SES Americom, Inc., SES Satellites (Gibraltar) Ltd., and New Skies Satellites B.V. – already hold a number of Commission authorizations for space stations, earth stations and U.S. market access.


Document Created: 2016-02-23 08:15:51
Document Modified: 2016-02-23 08:15:51
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