Attachment Exhibit A – PDR

This document pretains to SES-T/C-INTR2019-00079 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTCINTR201900079_1612000

                                  BEFORE THE
                       FEDERAL COMMUNICATIONS COMMISSION
                              WASHINGTON, D.C. 20554



In re Application of                                 )
                                                     )
ISAT US Inc.                                         )
Inmarsat Solutions (US) Inc.                         )
                                                     )
Petition for Declaratory Ruling under Section        )      ISP-PDR-2019 _________________
310(b)(4) of the Communications Act of 1934,         )
as Amended                                           )

To: The International Bureau


PETITION SEEKING AMENDED FOREIGN OWNERSHIP DECLARATORY RULING

       This Petition is filed jointly by ISAT US Inc. (“ISAT”) and Inmarsat Solutions (US) Inc.

(“ISUS”) (collectively, the “Licensees”), each of which currently is authorized to operate as a

common carrier earth station licensee with 100 percent foreign ownership pursuant to declaratory

rulings under Section 310(b)(4) of the Communications Act, as amended (the “Act”), as granted

under the Commission’s pre-2013 foreign ownership procedures.1 The Petition seeks an

amended declaratory ruling, also under the Commission’s pre-2013 foreign ownership




1
  ISAT, a U.S. corporation, holds a blanket earth station license designated as common carrier
and has received foreign ownership declaratory rulings under IBFS File Nos. ISP-PDR-
20100107-00006 and ISP-PDR-20150401-0001. See Public Notice: International Authorizations
Granted, 25 FCC Rcd 10332, 10338 (2010) and 30 FCC Rcd 4789 (2015). ISUS, a U.S.
corporation, holds several earth station licenses designated as common carrier and received a
foreign ownership declaratory ruling under its former name, Stratos Communications, Inc., under
IBFS File No. ISP-PDR-20100628-00014 (2010). See Public Notice: International
Authorizations Granted, 25 FCC Rcd 10332, 10334 (2010). The FCC has granted foreign
ownership authorization for multiple licensees with common ownership in a single declaratory
ruling. See, e.g., Applications of SoftBank Corp., Starburst II, Inc., Sprint Nextel Corp, and
Clearwire Corp., 28 FCC Rcd 9642 (2013).


procedures, for the November 2018 pro forma internal reorganization described below.2

Inmarsat plc (“Inmarsat”), a United Kingdom (“U.K.”) public company remains the 100 percent

indirect owner of the Licensees through a series of wholly-owned U.K. and U.S.-domiciled

intermediary corporations.

    I.   DESCRIPTION OF PRO FORMA REORGANIZATION

         This Petition relates to a strictly pro forma transfer of control of the Licensees, as part of

a multi-step internal reorganization dictated by the upcoming exit of the United Kingdom

(“U.K.”) from the European Union (“Brexit”). As of November 19, 2018, Inmarsat reorganized

such that a new entity, U.K.-organized Inmarsat New Ventures Ltd., replaced U.K.-organized

Inmarsat Ventures Ltd. in the ownership chain above the Licensees. The reorganization was

necessitated by the fact that Inmarsat Ventures Ltd. holds a European Union spectrum

authorization and needed to be converted into an entity domiciled in the European Union by the

time of Brexit. As the reorganization was for Brexit purposes, the organizational changes

focused on U.K. and European Union law and not Inmarsat’s U.S. subsidiaries.

         Pursuant to 47 CFR § 25.119(h), the prior approval of the FCC was not required for the

pro forma transfer of control of the Licensees’ common carrier earth station licenses; but a post-

consummation notification is required. Those filings are being made contemporaneously. Even

though the internal reorganization was strictly pro forma and has no substantive effect on the

2
  The Commission adopted new foreign ownership rules in 2013 but expressly stated that it “will
permit licensees that have received a ruling prior to the effective date of the new rules to file a
new petition for declaratory ruling under the new rules, but we will not require them to do so.
We will continue to apply our existing foreign ownership policies and procedures to such
licensees within the parameters of their existing rulings.” See Review of Foreign Ownership
Policies for Common Carrier and Aeronautical Radio Licensees under Section 310(b)(4) of the
Communications Act of 1934, as Amended, IB Docket No. 11-133, Second Report and Order, 28
FCC Rcd 5741, para. 138 (2013).




                                                    2


control of the Licensees, they recognize that under the Commission’s pre-2013 procedures an

amended foreign ownership declaratory ruling was required. This filing is submitted as quickly

as possible after the FCC’s International Bureau Filing System re-opened after the FCC

suspended operations due to the partial federal government shutdown.

       As mentioned above, the Brexit-related internal reorganization is limited to replacing one

U.K. entity (Inmarsat Ventures Ltd.) with a new U.K. entity (Inmarsat New Ventures Ltd.) in the

middle of the Licensees’ ownership chain, resulting in no change whatsoever in the ultimate

ownership and control of the Licensees. Further, the new entity has no employees and has the

same board of directors as the former entity.

       As depicted in the Exhibit (the pre-and post- reorganization ownership chains), the

Licensees are directly owned 100 percent by U.S.-organized Inmarsat Group Holdings, Inc.

(“IGHI”). IGHI in turn is directly owned 100 percent by U.K.-organized Inmarsat Services Ltd.

Inmarsat Services Ltd. is wholly-owned by U.K.-organized Inmarsat New Ventures Ltd., which

is a wholly-owned subsidiary of U.K.-organized Inmarsat Investments Ltd, which is a wholly-

owned subsidiary of U.K.-organized Inmarsat Group Ltd. Inmarsat Group Ltd. is a wholly-

owned subsidiary of U.K.-organized Inmarsat Holdings Ltd., which is a wholly-owned

subsidiary of the ultimate parent, U.K.-organized Inmarsat plc. As the Commission is aware

from prior filings, Inmarsat plc is a widely-held public company traded on the London Stock

Exchange. The only entities with five or more percent ownership of Inmarsat plc are the

investment funds that are identified below based on a stockholder survey. Each identified entity

is domiciled in a World Trade Organization (“WTO”) country.




                                                3


 II.   RELEVANT INFORMATION

       The Licensees are seeking an amended declaratory ruling under the pre-2013 foreign

ownership rules and submit the following identifying and ownership information to assist the

Commission staff in its review.

Contact Information, FRN, Place of Organization, and Type of Business

       Licensees/Petitioners:               ISAT US Inc. and Inmarsat Solutions (US) Inc.
       FRN:                                 001936403 and 0004078440
       Address:                             1101 Connecticut Avenue, Suite 1200
                                            Washington, D.C. 20036
       Tel:                                 (202) 696-1400
       Fax:                                 (202) 248-5177
       Contact:                             M. Ethan Lucarelli
       Email:                               Ethan.Lucarelli@inmarsat.com
       Place of Organization:               U.S. (Delaware)
       Type of Business:                    Corporation

       Legal Counsel Contact

       Adam D. Krinsky
       Timothy J. Cooney
       Wilkinson Barker Knauer, LLP
       1800 M Street, N.W.
       Suite 800 North
       Washington, D.C. 20036
       Tel: (202) 383-3361
       Fax: (202) 783-5851
       Email: akrinsky@wbklaw.com
       tcooney@wbklaw.com

       Licensees Covered By Declaratory Ruling

              The declaratory ruling is requested for ISAT US Inc. and Inmarsat Solutions (US)
       Inc.

       Associated Applications

               The Licensees contemporaneously will file FCC Form 312 post-transaction
       notifications as required by Section 25.119(h) of the FCC’s rules for the pro forma
       transfer of control of their respective common carrier earth station licenses.

       Type of Declaratory Ruling



                                               4


        The Licensees seek an amended declaratory ruling pursuant to Section 310(b)(4)
of the Act under the Commission’s pre-2013 foreign ownership procedures.

Direct Ownership

       The following U.S. entity holds a 100 percent direct ownership in the Licensees:

Name:                                 Inmarsat Group Holdings Inc.
Address:                              1101 Connecticut Avenue
                                      Suite 1200
                                      Washington, D.C. 20036
Citizenship:                          U.S. (Delaware)
Principal Business:                   Holding Company
Type of Business Organization:        Corporation
Percentage Held:                      100 percent direct

        No other individual or entity holds a ten percent or greater direct equity or voting
interest in the Licensees.

Indirect Ownership

       The following entities hold a ten percent or more indirect ownership interest in
the Licensees:

Name:                                 Inmarsat Solutions Ltd.
Address:                              99 City Road
                                      London, United Kingdom
                                      EC1Y 1AX
Citizenship:                          United Kingdom
Principal Business:                   Holding Company
Type of Business Organization:        Corporation
Percentage Held:                      100 percent


Name:                                 Inmarsat Finance III Limited
Address:                              99 City Road
                                      London, United Kingdom
                                      EC1Y 1AX
Citizenship:                          United Kingdom
Principal Business:                   Financing, predominantly through intercompany
                                      loans
Type of Business Organization:        Corporation
Percentage Held:                      100 percent




                                          5


Name:                            Inmarsat New Ventures Ltd.
Address:                         99 City Road
                                 London, United Kingdom
                                 EC1Y 1AX
Citizenship:                     United Kingdom
Principal Business:              Holding Company
Type of Business Organization:   Corporation
Percentage Held:                 100 percent

Name:                            Inmarsat Investments Limited
Address:                         99 City Road
                                 London, United Kingdom
                                 EC1Y 1AX
Citizenship:                     United Kingdom
Principal Business:              Provider of global mobile satellite communications
                                 services
Type of Business Organization:   Corporation
Percentage Held:                 100 percent


Name:                            Inmarsat Group Limited
Address:                         99 City Road
                                 London, United Kingdom
                                 EC1Y 1AX
Citizenship:                     United Kingdom
Principal Business:              Provider of global mobile satellite communications
                                 services
Type of Business Organization:   Corporation
Percentage Held:                 100 percent


Name:                            Inmarsat Holdings Ltd.
Address:                         99 City Road
                                 London, United Kingdom
                                 EC1Y 1AX
Citizenship:                     United Kingdom
Principal Business:              Holding Company
Type of Business Organization:   Corporation
Percentage Held:                 100 percent


Name:                            Inmarsat plc
Address:                         99 City Road
                                 London, United Kingdom
                                 EC1Y 1AX
Citizenship:                     United Kingdom



                                    6


       Principal Business:                    Telecom
       Type of Business Organization:         Public Limited Company
       Percentage Held:                       100 percent


       Name:                                  Lansdowne Partners Limited
       Address:                               15 Davies Street
                                              London, United Kingdom
                                              W1K 3AG
       Citizenship:                           United Kingdom
       Principal Business:                    Investment
       Type of Business Organization:         Corporation
       Percentage Held:                       11.53 percent (as of December 31, 2018)

       No other individual or entity holds an indirect ten percent or greater interest in the
Licensees.

Estimate of Aggregate Foreign Ownership

       As discussed herein, the Licensees’ controlling U.S. parent is owned 100 percent directly
and indirectly by the U.K. entities listed above. The entities holding between 5 and 10 percent of
the publicly traded shares of the ultimate parent Inmarsat plc are identified below:

Five or More Percent Indirect Owners


       Name:                                  Standard Life Aberdeen
       Address:                               1 George Street
                                              Edinburgh, Scotland
                                              EH2 2LL
       Citizenship:                           United Kingdom
       Principal Business:                    Investment
       Type of Business
       Organization:                          Corporation
       Percentage Held:                       8.24 percent


       Name:                                  Jupiter Asset Management Limited
       Address:                               The Zig Zag Building
                                              70 Victoria Street,
                                              London, United Kingdom
                                              SW1E 6SQ
       Citizenship:                           United Kingdom
       Principal Business:                    Investment
       Type of Business
       Organization:                          Corporation



                                                 7


          Percentage Held:                     7.46 percent


          Name:                                Capital Group Companies Inc.
          Address:                             333 S. Hope Street
                                               53rd Floor
                                               Los Angeles, CA 90071
          Citizenship:                         United States
          Principal Business:                  Investment
          Type of Business
          Organization:                        Corporation
          Percentage Held:                     6.31 percent


          Name:                                Artemis Fund Managers Ltd.
          Address:                             Cassini House,
                                               57 St James's Street
                                               London, United Kingdom
                                               SW1A 1LD
          Citizenship:                         United Kingdom
          Principal Business:                  Investment
          Type of Business
          Organization:                        Corporation
          Percentage Held:                     6.27 percent


III.      PUBLIC INTEREST STATEMENT

          The public interest will be served by the Commission issuing a declaratory ruling

approving the pro forma internal reorganization described herein. The Commission has

recognized that foreign investment has been and will continue to be an important source of

financing for U.S. telecommunications companies, fostering technical innovation, economic

growth, and job creation.3 For decades, the Commission consistently has permitted non-U.S.

individuals and entities to hold up to 100 percent of the equity and voting power in holders of




3
    2013 Foreign Ownership Order, 28 FCC Rcd at 5744.




                                                  8


FCC authorizations subject to Section 310(b)(4) of the Act, including the Licensees. 4 In this

case, the internal reorganization is strictly pro forma and has no effect on the Licensees’ ultimate

ownership or control; and the same public interest rationale that applied in the Commission’s

previous foreign ownership declaratory rulings for the Licensees should apply also here.



IV.     CONCLUSION

        For the reasons stated herein, the Licensees respectfully request that the Commission

issue a declaratory ruling that the public interest will be served by authorizing a slightly amended

organizational structure for the Licensees with indirect foreign ownership up to 100 percent and

the same ultimate parent.

                                                        Respectfully submitted,

                                                        ISAT US INC.
                                                        INMARSAT SOLUTIONS (US) INC.

                                                        By: /s/ Adam D. Krinsky

                                                        Adam D. Krinsky
                                                        Timothy J. Cooney
                                                        Wilkinson Barker Knauer, LLP
                                                        1800 N Street, NW Suite 800 North
                                                        Washington, DC 20036
                                                        202.783.4141
                                                        akrinsky@wbklaw.com
                                                        tcooney@wbklaw.com

                                                        Counsel for Licensees
January 28, 2019




4
 See, e.g., Intelsat, Ltd., Transferor, and Zeus Holdings Ltd., Transferee, 19 FCC Rcd 24820 (2004);
Applications of Comsat General Corporation, 19 FCC Rcd 21216 (2004); Voicestream Wireless
Corporation, 16 FCC Rcd 9779 (2001).




                                                   9


                                                                                           Legend
Ownership Structure
                                             Inmarsat plc                                    UK     US
of Inmarsat Earth
Station Licensees                         Inmarsat Holdings
Pre-November 19, 2018                           Ltd.



                                          Inmarsat Group Ltd.



                                               Inmarsat
                                           Investments Ltd.


                                          Inmarsat Ventures
                                                                 (Affected entity)
                                                Ltd.


                                          Inmarsat Finance III
                                                 Ltd.


                                          Inmarsat Solutions
                                                Ltd.


                                            Inmarsat Group
                                              Holdings Inc.



                                                                      Inmarsat Solutions
                           ISAT US Inc.      Inmarsat, Inc.
                                                                          (US) Inc.

 © Inmarsat confidential


                                                                                           Legend
Ownership Structure
                                             Inmarsat plc                                    UK     US
of Inmarsat Earth
Station Licensees                         Inmarsat Holdings
Post-November 19, 2018                          Ltd.



                                          Inmarsat Group Ltd.



                                               Inmarsat
                                           Investments Ltd.


                                             Inmarsat New
                                                                 (Affected entity)
                                             Ventures Ltd.


                                          Inmarsat Finance III
                                                 Ltd.


                                          Inmarsat Solutions
                                                Ltd.


                                            Inmarsat Group
                                              Holdings Inc.



                                                                      Inmarsat Solutions
                           ISAT US Inc.      Inmarsat, Inc.
                                                                          (US) Inc.

 © Inmarsat confidential



Document Created: 2019-01-28 13:13:16
Document Modified: 2019-01-28 13:13:16

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