Attachment Exhibits E and F

This document pretains to SES-T/C-20170818-00932 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2017081800932_1263657

FCC Form 312 Exhibit E Exhibit E: Response to FCC Form 312, Question A20 Wasserstein Cosmos Co-Invest, L.P. (“Wasserstein Cosmos” or “Transferor”) currently directly owns 95.5% of the outstanding shares of Cosmos Holdings Acquisition Corp. (“Cosmos Holdings”), which is the direct 100% parent of Globecomm Systems, Inc. (“Globecomm”) and Globecomm License Sub LLC (“Globecomm License Sub”). Globecomm is the direct 100% parent of Telaurus Communications LLC (“Telaurus”). Globecomm License Sub holds VSAT earth station authorizations. As described in further detail elsewhere in this exhibit, it is contemplated that control of Cosmos Holdings will be transferred from Wasserstein Cosmos to HCT Acquisition, LLC (“HCT” or “Transferee”). Accordingly, the parties hereto hereby respectfully request Federal Communications Commission (“FCC” or “Commission”) consent to the transfer of control of the VSAT earth station authorizations held by Globecomm License Sub from Wasserstein Cosmos to HCT.1 At the time the proposed transaction is consummated, the entities disclosed below will hold a ten percent or greater direct or indirect ownership or controlling interest in HCT. Other than the parties disclosed below, no other person or entity will have a ten percent or greater direct or indirect ownership or controlling interest in HCT at the time the proposed transaction is consummated. A chart depicting the proposed ownership structure is attached hereto. Direct Ownership The following entities will have a ten percent or greater direct ownership or controlling interest in HCT: Lincoln Investment Solutions, Inc. 1300 S. Clinton Street, Fort Wayne, IN 46802 Citizenship: Delaware Principal Business: Investment Holding Company Direct Ownership Interest: 37.5% equity and voting interest in HCT American United Life Insurance Company One American Square Indianapolis, IN 46206 Citizenship: Indiana Principal Business: Insurance Company Direct Ownership Interest: 25.01% equity and voting interest in HCT 1 Globecomm License Sub holds VSAT earth station authorizations for call signs E000251, E000277, and E000278. Wasserstein Cosmos and HCT (collectively, “Applicants”) are contemporaneously filing applications to transfer control of the fixed earth station and private land mobile authorizations licensed to Globecomm License Sub, and the Section 214 authorizations held by Globecomm and Telaurus. Page 1 of 11

FCC Form 312 Exhibit E No other person or entity will have a ten percent or greater direct ownership or controlling interest in HCT at the time the proposed transaction is consummated. Lincoln Investment Solutions, Inc. and American United Life Insurance Company are parties to investment management agreements with HPS Investment Partners, LLC, pursuant to which HPS Investment Partners, LLC will exercise discretion and control over the investments by Lincoln Investment Solutions, Inc. and American United Life Insurance Company in HCT. HPS Investment Partners, LLC does not hold any equity interests in Lincoln Investment Solutions, Inc. or American United Life Insurance Company and will not hold an attributable ownership interest in HCT. However, to the extent the Commission may view HPS Investment Partners, LLC’s investment management relationship with Lincoln Investment Solutions, Inc. and American United Life Insurance Company as conferring a controlling interest in HCT and, thus, relevant to the evaluation of the instant application, information concerning HPS Investment Partners, LLC is provided below in the section disclosing indirect ownership interests. Cerberus ASRS Funding LLC, Cerberus Onshore II CLO-2 LLC, Cerberus N-1 Funding LLC and Cerberus Onshore II CLO LLC (collectively, the “Cerberus Funds”) will individually hold direct ownership interests of less than ten percent in HCT, but collectively will hold a 16% direct ownership interest in HCT at the time the proposed transaction is consummated. Each of the Cerberus Funds is organized under the laws of the state of Delaware. Cerberus ASRS Funding LLC is managed by its sole member, Cerberus ASRS Holdings LLC (“ASRS Holdings”). Cerberus Onshore II CLO-2 LLC and Cerberus Onshore II CLO LLC are managed by their sole member, Cerberus Levered Loan Opportunities Fund II, L.P. (“CLLOF II”). Cerberus N-1 Funding LLC is managed by its sole member, Cerberus NJ Credit Opportunities Fund, L.P. (“NJ”, together with ASRS Holdings and CLLOF II, collectively, the “Servicers”). The Servicers are parties to investment management agreements with Cerberus Capital Management II, LP and, through certain family trusts used for tax planning purposes,2 are ultimately controlled by Stephen Feinberg. Information for Cerberus Capital Management II, LP and Mr. Feinberg is provided below in the section disclosing indirect ownership interests. Tennenbaum Waterman CLO, LLC, Tennenbaum Senior Loan Fund II, LP, Tennenbaum Senior Loan Funding III, LLC, Tennenbaum Senior Loan SPV IV-A, LLC, Tennenbaum Senior Loan Fund IV-B, LP and TCPC Funding I, LLC (collectively, the “Tennenbaum Funds”) will individually hold direct ownership interests of less than ten percent in HCT, but collectively will hold a 21.49% direct ownership interest in HCT at the time the proposed transaction is consummated. Each of the Tennenbaum Funds is organized under the laws of the state of Delaware. The Tennenbaum Funds are parties to investment management agreements with, and are ultimately controlled by, Tennenbaum Capital Partners, LLC. Information for Tennenbaum Capital Partners, LLC is provided below in the section disclosing indirect ownership interests. Indirect Ownership Lincoln Investment Solutions, Inc. Ownership 2 Ownership information concerning these tax planning trusts is confidential and is not publicly disclosed, but will be provided to the Commission upon its request pursuant to a request for confidentiality. Page 2 of 11

FCC Form 312 Exhibit E The sole shareholder of Lincoln Investment Solutions, Inc. (described above in the section disclosing direct ownership interests) is The Lincoln National Life Insurance Company. As noted above, Lincoln Investment Solutions, Inc. is a party to an investment management agreement with HPS Investment Partners, LLC, pursuant to which HPS Investment Partners, LLC will exercise discretion and control over Lincoln Investment Solutions, Inc.’s investment in HCT. The ownership of HPS Investment Partners, LLC is provided under a separate heading below. The Lincoln National Life Insurance Company 1300 S. Clinton Street, Fort Wayne, IN 46802 Citizenship: Indiana Principal Business: Insurance and Annuity Company Direct Ownership Interest: Sole Shareholder of Lincoln Investment Solutions, Inc. Note: The sole shareholder of The Lincoln National Life Insurance Company is Lincoln National Corporation. Lincoln National Corporation 150 N. Radnor Chester Road, Radnor, PA 19087 Citizenship: Indiana Principal Business: Holding Company Direct Ownership Interest: Sole Shareholder of The Lincoln National Life Insurance Company Note: No shareholder of Lincoln National Corporation will have an attributable ten percent or greater ownership or a controlling interest in HCT at the time the proposed transaction is consummated. American United Life Insurance Company Ownership The sole shareholder of American United Life Insurance Company (described above in the section disclosing direct ownership interests) is OneAmerica Financial Partners, Inc. As noted above, American United Life Insurance Company is a party to an investment management agreement with HPS Investment Partners, LLC, pursuant to which HPS Investment Partners, LLC will exercise discretion and control over American United Life Insurance Company’s investment in HCT. The ownership of HPS Investment Partners, LLC is provided under a separate heading below. OneAmerica Financial Partners, Inc. One American Square Indianapolis, IN 46206 Citizenship: Indiana Principal Business: Insurance Holding Company Direct Ownership Interest: Sole Shareholder of American United Life Insurance Company. Note: The sole shareholder of OneAmerica Financial Partners, Inc. is American United Mutual Insurance Holding Company. Page 3 of 11

FCC Form 312 Exhibit E American United Mutual Insurance Holding Company One American Square Indianapolis, IN 46206 Citizenship: Indiana Principal Business: Mutual Insurance Holding Company Direct Ownership Interest: Sole Shareholder of OneAmerica Financial Partners, Inc. Note: No shareholder of American United Mutual Insurance Holding Company will have an attributable ten percent or greater ownership or a controlling interest in HCT at the time the proposed transaction is consummated. HPS Investment Partners, LLC Ownership HPS Investment Partners, LLC 40 West 57th Street, 33rd Floor New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Investment manager for interests in HCT to be held by Lincoln Investment Solutions, Inc. and American United Life Insurance Company. As noted above, HPS Investment Partners, LLC does not hold any equity interests in Lincoln Investment Solutions, Inc. or American United Life Insurance Company, and will not hold an attributable ownership interest in HCT. As also noted above, HPS Investment Partners, LLC is being reported herein solely to the extent the Commission may view its investment management relationships with Lincoln Investment Solutions, Inc. and American United Life Insurance Company as conferring a controlling interest in HCT. Note: The sole member of HPS Investment Partners, LLC is HPS Group Holdings II, LLC (described below). Accordingly, no other member of this entity will have a controlling interest in HCT at the time the proposed transaction is consummated. HPS Group Holdings II, LLC c/o HPS Investment Partners, LLC 40 West 57th Street, 33rd Floor New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Sole member and control of HPS Investment Partners, LLC Note: The sole member of HPS Group Holdings II, LLC is HPS Group Holdings I, L.P. (described below). Accordingly, no other member of this entity will have a controlling interest in HCT at the time the proposed transaction is consummated. HPS Group Holdings I, L.P. c/o HPS Investment Partners, LLC 40 West 57th Street, 33rd Floor New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Sole member and control of HPS Group Holdings II, LLC Page 4 of 11

FCC Form 312 Exhibit E Note: HPS Group Holdings I, L.P. has one partner that will have a controlling interest in HCT at the time the proposed transaction is consummated – HPS Group GP, LLC (described below). No other partner of this entity will have a controlling interest in HCT at the time the proposed transaction is consummated. HPS Group GP, LLC c/o HPS Investment Partners, LLC 40 West 57th Street, 33rd Floor New York, NY 10019 Citizenship: Delaware Principal Business: General Partner of Holding Company Direct Ownership Interest: Sole general partner and control of HPS Group Holdings I, L.P. Note: The sole member of HPS Group GP, LLC is Scott Kapnick (described below). Accordingly, no other member of this entity will have a controlling interest in HCT at the time the proposed transaction is consummated. Scott Kapnick c/o HPS Investment Partners, LLC 40 West 57th Street, 33rd Floor New York, NY 10019 Citizenship: U.S. Principal Business: Individual Direct Ownership Interest: Sole member and control of HPS Group GP, LLC. Other than the parties disclosed above, no other individual or entity affiliated with HPS Investment Partners, LLC will have a controlling interest in HCT at the time the proposed transaction is consummated. Cerberus Funds Ownership The Cerberus Funds are ultimately controlled, through intervening entities, by Stephen Feinberg, who will have an attributable ten percent or greater ownership or a controlling interest in HCT at the time the proposed transaction is consummated. None of the Cerberus funds will individually hold an attributable ten percent or greater ownership or a controlling interest in HCT at the time the proposed transaction is consummated. In addition, with the exception of certain family trusts used for tax planning purposes and ultimately controlled by Stephen Feinberg, 3 no intervening entity within the Cerberus Funds’ ownership structure will individually hold an attributable ten percent or greater ownership or a controlling interest in HCT at the time the proposed transaction is consummated. However, the Cerberus Funds will collectively hold a 16% ownership interest in HCT at that time. 3 See supra note 2. Page 5 of 11

FCC Form 312 Exhibit E Stephen Feinberg c/o Cerberus Capital Management II, LP 875 Third Avenue New York, NY 10022 Citizenship: U.S. Principal Business: Individual Direct Ownership Interest: Ultimate control of Cerberus Funds As described above, each of the Cerberus Funds are managed by a Servicer, and each Servicer is a party to an investment management agreement with Cerberus Capital Management II, LP, pursuant to which Cerberus Capital Management II, LP will exercise discretion and control over the Cerberus Funds’ investments in HCT which, as noted above, will collectively amount to a 16% ownership interest in HCT at the time the proposed transaction is consummated. Cerberus Capital Management II, LP 875 Third Avenue New York, NY 10022 Citizenship: Delaware Principal Business: Investment Advisor Direct Ownership Interest: Investment manager of the Servicers, which in turn manage the Cerberus Funds Note: Cerberus Capital Management II, LP has one partner that will have an attributable ten percent or greater ownership or a controlling interest in HCT at the time the proposed transaction is consummated – Craig Court GP, LLC (described below). No other partner of this entity will have an attributable ten percent or greater ownership or a controlling interest in HCT at the time the proposed transaction is consummated. Craig Court GP, LLC 875 Third Avenue New York, NY 10022 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: General partnership interest representing 75% or greater equity interest and control of Cerberus Capital Management II, LP. Note: The sole member of Craig Court GP, LLC is Craig Court, Inc. (described below). Accordingly, no other member of this entity will have an attributable ten percent or greater ownership or a controlling interest in HCT at the time the proposed transaction is consummated. Craig Court, Inc. 875 Third Avenue New York, NY 10022 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Sole member and control of Craig Court GP, LLC. Page 6 of 11

FCC Form 312 Exhibit E Note: The sole shareholder of this entity is Stephen Feinberg (described above). Accordingly, no other shareholder of this entity will have an attributable ten percent or greater ownership or a controlling interest in HCT at the time the proposed transaction is consummated. Other than the parties disclosed above, no other individual or entity affiliated with the Cerberus Funds will have an attributable ten percent or greater ownership or a controlling interest in HCT at the time the proposed transaction is consummated. Tennenbaum Funds Ownership The Tennenbaum Funds are ultimately controlled, through intervening entities, by Tennenbaum Capital Partners, LLC. As described above, each of the Tennenbaum Funds is a party to an investment management agreement with Tennenbaum Capital Partners, LLC, pursuant to which Tennenbaum Capital Partners, LLC will exercise discretion and control over the Tennenbaum Funds’ investments in HCT. None of the intervening entities or the Tennenbaum Funds will individually hold an attributable ten percent or greater ownership or a controlling interest in HCT at the time the proposed transaction is consummated, but the Tennenbaum Funds will collectively hold a 21.49% ownership interest in HCT at that time. Tennenbaum Capital Partners, LLC 2951 28th Street Suite 1000 Santa Monica, CA 90405 Citizenship: Delaware Principal Business: Investment Advisor Direct Ownership Interest: Investment manager of Tennenbaum Funds Note: Tennenbaum Capital Partners, LLC is managed by the four voting members of its investment committee, none of whom will hold an attributable ten percent or greater ownership or a controlling interest in HCT at the time the proposed transaction is consummated. Other than the parties disclosed above, no other individual or entity affiliated with the Tennenbaum Funds will have an attributable ten percent or greater ownership or a controlling interest in HCT at the time the proposed transaction is consummated. Page 7 of 11

FCC Form 312 Post-Closing Ownership Exhibit E Scott Kapnick Stephen Feinberg (US) (US) Sole Shareholder Sole Member American United Tennenbaum Capital HPS Group GP, LLC Lincoln National Craig Court, Inc. Mutual Insurance Partners, LLC (US) Corporation (US) Holding Company (US) (US) (US) GP Sole Member Craig Court GP, LLC HPS Group Holdings I, L.P. Sole Shareholder Sole Shareholder (US) (US) GP Sole Member Intervening Entities Intervening Entities The Lincoln OneAmerica Financial (US) Cerberus Capital (US) National Life Partners, Inc. (each holds less than Management II, LP (each holds less than HPS Group Holdings II, LLC Insurance Company (US) 10% interest in HCT (US) 10% interest in HCT (US) (US) Acquisition, LLC)** Acquisition, LLC) Sole Member Sole Shareholder Sole Shareholder HPS Investment Partners, LLC Cerberus Funds Tennenbaum Funds (US) (US) (US) (each holds less than (each holds less than Lincoln Investment American United Life 10% interest in HCT 10% interest in HCT Solutions, Inc. Insurance Company Acquisition, LLC) Acquisition, LLC) (US) (US) 37.5% 25.01% 16% collectively 21.49% collectively HCT Acquisition, LLC (US) Cosmos Holdings Acquisition Corp. (US) Globecomm Systems, Inc. Globecomm License Sub LLC (US) (US) KEY : Investment Advisor (0% Equity) Telaurus Communications LLC ** With the exception of certain family trusts used for tax planning purposes and (US) ultimately controlled by Stephen Feinberg (the identity of which are confidential), no intervening entity in the Cerberus Funds’ structure holds a 10% or greater interest in HCT Acquisition, LLC. Page 8 of 11

FCC Form 312 Exhibit F Exhibit F: Response to FCC Form 312, Question A21 The instant application seeks Commission authority for the transfer of control of VSAT earth station authorizations held by Globecomm License Sub from Wasserstein Cosmos to HCT. Description of the Proposed Transaction The Applicants seek Commission consent to the transfer of control of the VSAT earth station authorizations held by Globecomm License Sub. As described below, the transaction will be in the public interest, as it will enable Globecomm License Sub, Globecomm, and Telaurus (collectively referred to herein as the “Globecomm Licensees”) to be acquired by a new parent company with substantial financial wherewithal. The transaction will thus provide the Globecomm Licensees with a solid financial platform to better enable them to compete within the highly competitive market for global communications. Description of the Parties Globecomm is a global communications solutions provider, offering customers managed access services to the United States Internet backbone, video content, the public switched telephone network or their corporate headquarters or government offices. Globecomm utilizes a combination of terrestrial connectivity, satellite bandwidth and teleports, along with a variety of remote very small aperture terminals, or VSATs, to provide end-to-end connectivity. Globecomm also leases and resells more than one GHz of total satellite bandwidth across the globe for different frequencies, coverage areas and polarizations. Domestically, Globecomm provides nationwide toll-based termination of voice calls. Globecomm holds Section 214 authority to provide international and domestic telecommunications services. Globecomm’s wholly owned subsidiary, Telaurus, a Delaware limited liability company, provides a secure and robust global maritime communications network. This network provides shipboard users with an easy to use, reliable and cost effective means by which they can communicate. Telaurus resells pre-paid and post-paid phone cards and voice services for Inmarsat and Iridium satellite phones. Telaurus holds Section 214 authority to provide international and domestic telecommunications services. Globecomm’s sister company, Globecomm License Sub, a Delaware limited liability company, also holds, in addition to the licenses for VSAT earth stations, licenses for non- common carrier fixed earth stations and private wireless facilities, which support the operations of Globecomm and Telaurus. The Transferee, HCT, is a Delaware limited liability company. Upon consummation of the transaction contemplated herein, HCT will be owned by a group of investors including: (1) Lincoln Investment Solutions, Inc., which is a full service financial services firm; (2) American United Life Insurance Company, which is a leading insurance company; and (3) various investment funds managed by Cerberus Capital Management II, LP and Tennenbaum Capital Partners, LLC, both of which are leading investment management firms. Both Lincoln Page 9 of 11

FCC Form 312 Exhibit F Investment Solutions, Inc. and American United Life Insurance Company are parties to investment management agreements with HPS Investment Partners, LLC a leading investment management firm, pursuant to which HPS Investment Partners, LLC will exercise discretion and control over their investments in HCT. Description of the Agreement On August 7, 2017, Cosmos Holdings, HCT, and a subsidiary controlled by HCT, HCT Merger Sub Corporation (“Merger Sub”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, and subject to the conditions thereof, HCT Merger Sub will merge with and into Cosmos Holdings, leaving Cosmos Holdings as the surviving entity. Upon consummation of the proposed transaction, Cosmos Holdings (and, accordingly, all of its subsidiaries, including the Globecomm Licensees) will be 100% owned and controlled by HCT. The transaction thus will result in the transfer of control of all of the FCC licenses and authorizations held by the Globecomm Licensees from Wasserstein Cosmos to HCT. Specifically, at closing, Globecomm (which wholly owns Telaurus) and Globecomm License Sub will each be direct 100% subsidiaries of Cosmos Holdings. Cosmos Holdings in turn will be owned by HCT and its members, all of whom are described above. Because the proposed transfer of control will be completed at the holding company level, the Applicants expect that the transaction will be entirely transparent to the Globecomm Licensees’ customers and will have no effect on the services those customers currently receive. As it affects only the ownership of the Globecomm Licensees’ parent company, the proposed transaction will not result in any adverse change in the assets that the Globecomm Licensees use to provide service or the Globecomm Licensees’ day-to-day operations, nor will the transaction itself have any adverse effect on the Globecomm Licensees’ rates, terms or conditions of service. Public Interest Statement The proposed transfer of control of Globecomm License Sub to HCT serves the public interest and will cause no offsetting public interest harms. Therefore, the Commission should expeditiously approve the proposed transfer of control. The proposed transfer of control will promote competition by enabling the Globecomm Licensees to be acquired by a reorganized parent company with substantial financial resources. The members of HCT are entities that either manage capital on behalf of institutional and individual investors or are leading financial services firms or insurance companies. The transaction will provide the Globecomm Licensees with a solid financial platform to better enable them to expand their customer base and develop new products and services to meet the evolving needs of their customers. As such, the transaction will better enable the Globecomm Licensees to compete in the highly competitive market for global communications. At the same time, the proposed transfer of control does not raise any competitive concerns. Neither HCT nor any of its members are in the business of providing communications services. Accordingly, the transaction does not eliminate a competitor or in any way reduce competition in the market for global communications. In contrast, the transaction will likely Page 10 of 11

FCC Form 312 Exhibit F increase competition by strengthening the Globecomm Licensees’ financial wherewithal, enabling them to become even more effective competitors. Page 11 of 11


Document Created: 2017-08-18 13:49:41
Document Modified: 2017-08-18 13:49:41
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