Transfer of Control Narrative

0005-EX-TU-2016 Text Documents

O3b Limited

2016-05-02ELS_176197

CONSOLIDATED APPLICATION FOR TRANSFER OF CONTROL AND
NOTIFICATION OF PROPOSED CHANGE OF OWNERSHIP OF
FOREIGN-LICENSED SPACE STATIONS WITH U.S. MARKET ACCESS

SES S.A. (“SES”) and O3b Networks Limited (“O3b Networks” and together with SES,

the “Parties”) hereby request Commission consent to the transfer of control to SES of O3b

Limited (“O3b”) and notify the Commission of a proposed change in the ultimate ownership and

control of O3b’s constellation of non-geostationary orbit (“NGSO”) satellites (collectively, the

“O3b Constellation”). The transfer of control will occur pursuant to the acquisition by a wholly-

owned SES subsidiary of additional shares of O3b Networks, which will result in SES holding a

majority ownership and voting interest in O3b Networks, and thereby indirectly in O3b. O3b

holds both individual and blanket earth station licenses and experimental licenses and has been

authorized to use the O3b Constellation to serve U.S.-licensed earth stations. A full list of

Commission authorizations held by O3b is attached as Exhibit 1.

As explained further below, the proposed transaction will serve the public interest,

convenience and necessity. It will have no material impact on competition in the U.S. because

O3b’s operations focus on applications and markets that complement rather than duplicate those

served by SES. To the extent SES’s acquisition of control impacts U.S. consumers at all, that

impact will be positive. The transaction will permit O3b to compete more effectively by giving

it enhanced access to SES’s financial strength and technical expertise, and end users will be able

to purchase a broader range of satellite services from a single source. O3b’s customers will

benefit from the redundancy and diverse service offerings provided by the SES fleet and

organization. The transaction will also lead to operational efficiencies and permit greater

investment in facilities, customer services and technological innovation.

I. THE PARTIES AND THE PROPOSED TRANSACTION

A. SES

SES S.A., a Luxembourg entity, is a global satellite operator and the ultimate parent

company of the SES family of companies. Founded in 1985 as Société Européenne des Satellites,

SES is one of the world’s largest commercial communications satellite operators, with a fleet of

more than 50 geostationary satellites able to reach 99% of the world’s population. SES provides

satellite-based communications solutions to broadcasters, direct-to-home (“DTH”) service

providers, and corporate and government customers worldwide. SES satellite capacity is used

for such services as video and audio content distribution, DTH services, private networks,

broadband services, satellite news gathering, broadcasting, aeronautical and maritime services,

and mobile backhaul. SES S.A. is listed on the Euronext Paris and the Luxembourg Stock

Exchange.

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

geostationary orbit (“GSO”) space stations, earth stations and U.S. market access. Another SES

subsidiary, SES Astra S.A., operates a fleet of Luxembourg-licensed GSO spacecraft optimized

for service to Europe and Africa. SES also holds the following investments in other satellite

operators: a 100% interest in QuetzSat S. de R.L. de C.V., a Mexican broadcasting satellite

service provider that serves Mexico and the U.S. from the 77° W.L. orbital position; a 70%

interest in Ciel Satellite LP, a Canadian broadcasting satellite service provider that operates the

Ciel-2 satellite at 129° W.L.; a 100% interest in SES DTH do Brasil Ltda., a Brazilian satellite

service provider that will serve Brazil and the Americas Region from the nominal 48°W.L.

orbital position; a 50% interest in LuxGovSat S.A., a joint venture with the Luxembourg

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government that intends to acquire, launch, and operate a satellite to provide communications

capacity to NATO and other governmental and institutional customers over Europe, the Middle

East, and Africa; and a 35% interest in YahLive, a partnership with YahSat of Abu Dhabi that

markets Ku-band capacity on the Yahsat 1A satellite to provide television and radio broadcast

distribution services to the Middle East, Central and South West Asia, and Africa.

SES currently holds a minority interest in O3b Networks of 49.14% on a fully diluted

basis through SES Finance Services AG (“SES Finance”), a wholly-owned subsidiary of SES.

SES Finance is a Swiss entity.

Information regarding ownership of SES and a chart showing the O3b ownership

structure following consummation of the proposed transaction are provided in Exhibit 2 to this

application.

B. O3b Networks and O3b

O3b Networks is the parent of O3b, a global satellite services company that since

September 2014 has provided high-speed broadband connectivity via satellite for locations

within 45 degrees of latitude north and south of the equator. The O3b satellite network serves

telecommunications operators, Internet service providers, enterprise and government customers

in emerging markets, as well as U.S. maritime and energy customers. Because the O3b system

combines the reach of satellite with the speed of a fiber‐optic network, it makes access to

low‐cost, high‐speed, low latency Internet and mobile connectivity possible for billions of

consumers and businesses in nearly 180 countries. The O3b Constellation consists of 12

satellites in a Medium Earth Orbit (“MEO”) configuration, with a vast coverage area that

includes emerging and insufficiently connected markets in Latin America, Africa, the Middle

East, Asia, and Australia, with a collective population of over three billion people. O3b is

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already in the process of expanding the total number of satellites in its constellation from twelve

to twenty, a much needed increase to accommodate the growing demand for high-throughput,

high-performance connectivity.

Both O3b Networks and O3b are Jersey corporations.

C. The Proposed Transaction

As noted above, SES Finance currently owns shares of O3b Networks representing a

49.14% ownership interest on a fully diluted basis. SES has agreed to acquire, through SES

Finance or another wholly-owned SES subsidiary, and subject to the receipt of required

regulatory approvals, 3,431 additional shares of O3b Networks, which will give SES a majority

ownership interest in O3b Networks of 50.5% on a fully diluted basis. 1 Following closing, eight

of the fourteen members of the O3b Networks board of directors will be designated by SES.

SES will retain an option to acquire the remaining shares of O3b Networks, giving it full

ownership of the company and, if SES fails to do so by September 30, 2017, the remaining

shareholders in O3b Networks may thereafter require SES to acquire their shares at an agreed

price.

II. THE PROPOSED TRANSACTION WILL SERVE THE PUBLIC INTEREST

Pursuant to Section 310(d) of the Communications Act, the Commission must determine

whether a proposed transfer of licenses will serve “the public interest, convenience and

necessity.” 47 U.S.C. § 310(d). In order to make such a finding, the Commission considers

whether the proposed transferee is qualified to hold Commission authorizations. The

Commission also evaluates the impact of the transaction on Commission objectives. Specifically,
1
Due to the exercise of certain warrants, SES will hold a 54.6% voting interest after
closing.

4

the Commission assesses the transaction in light of the “broad aims of the Communications Act,”

which include “a deeply rooted preference for preserving and enhancing competition in relevant

markets, accelerating private sector deployment of advanced services, ensuring a diversity of

license holdings, and generally managing the spectrum in the public interest.” 2

For transactions affecting foreign-licensed satellites authorized to serve the U.S., the

Commission established procedures in the First Space Station Reform Order, 3 now codified in

Section 25.137(g) of the Commission’s rules, 47 C.F.R. § 25.137(g), requiring submission of a

notification to the Commission. The procedure for reviewing changes in the ownership of such

foreign-licensed satellites is “very simple.” 4 Upon receipt of a notification, the agency issues a

public notice inviting comment limited to “whether the transaction affects any of the

considerations made when the original satellite operator was allowed to enter the U.S. market.” 5

As discussed below, the proposed transaction will promote competition and is consistent

with the public interest and the requirements of the Communications Act.

2
SkyTerra Communications, Inc., Transferor, and Harbinger Capital Partners Funds,
Transferee, Applications for Consent to Transfer of Control of SkyTerra Subsidiary, LLC,
Memorandum Opinion and Order and Declaratory Ruling, DA 10-535, 25 FCC Rcd 3059 (IB,
OET & WTB, 2010) (“Harbinger-SkyTerra Order”) at 3065, ¶ 11 (footnote omitted).
3
Amendment of the Commission’s Space Station Licensing Rules and Policies, First Report
and Order and Further Notice of Proposed Rulemaking, 18 FCC Rcd 10760, 10880 (¶¶ 326-327)
(2003) (“First Space Station Reform Order”).
4
Id., 18 FCC Rcd at 10880 (¶ 326).
5
Id. This procedure does not require prior Commission approval for changes in ownership
of foreign-licensed satellites serving the U.S. However, the Parties request here that the
Commission concurrently consider the change in ownership of the O3b Constellation with the
transfer of control of the associated earth station and experimental licenses, for which prior
consent is required. The transfer of control of the satellites and the earth station and
experimental licenses are inseparable parts of a single transaction, and consolidated review
would be the most efficient use of Commission resources.

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A. SES Is Qualified to Acquire Majority Ownership and Control of O3b

SES, the proposed transferee, holds the necessary qualifications to control Commission

authorizations and to provide satellite services in the United States. The Commission considered

and approved SES’s qualifications when the company, then known as SES GLOBAL S.A.,

acquired SES Americom (then GE Americom) in 2001. 6 This conclusion was confirmed when

SES acquired New Skies in 2006. 7 Thus, there is no legal impediment to SES’s acquisition of a

controlling interest in O3b. Furthermore, the proposed change in O3b’s ultimate ownership and

control will not alter the technical operation of U.S.-licensed earth stations communicating with

the O3b Constellation.

B. The Transaction Will Enhance Competition

The proposed acquisition by SES of a controlling interest in O3b will facilitate the

Parties’ ability to satisfy customer demand for a wide variety of satellite solutions. The services

provided by SES and O3b are complementary, focusing on meeting different needs through

different satellite orbital configurations. Combining these complementary services will allow

SES to compete more effectively with other satellite and terrestrial communication networks.

1. SES and O3b Target Separate Market Segments

As a threshold matter, the Parties note that O3b’s services are targeted to markets that

lack access to low-latency, high-speed connectivity, particularly in regions outside the U.S. The

6
See General Electric Capital Corporation and SES GLOBAL S.A., Order and
Authorization, 16 FCC Rcd 17575 (IB & WTB 2001); General Electric Capital Corporation and
SES GLOBAL S.A., Supplemental Order, 16 FCC Rcd 18878 (IB & WTB 2001).
7
See New Skies Satellites Holdings Ltd. and SES GLOBAL S.A., Public Notice, 21 FCC
Rcd 3194, 3196 (IB 2006) (the Commission finds “no evidence to suggest that SES GLOBAL
lacks the basic qualifications to control” the New Skies entities).

6

O3b Constellation, which was designed to meet the needs of the “other 3 billion” people located

in areas where terrestrial infrastructure is limited, does not have 50-state coverage of the U.S.

While in the U.S. O3b’s unique capabilities – low latency, multiple steerable beams –are forging

novel U.S. markets through innovative applications, 8 most of O3b’s existing capacity is

dedicated to addressing more traditional requirements beyond U.S. borders. The network is

designed to combine the reach of satellite with the speed of fiber to enable emerging market

telecommunications operators and Internet service providers to make Internet access a reality for

population groups unserved or underserved by land-based operations.

For example, O3b recently entered into an agreement to provide capacity to SpeedCast

International Limited in order to provide connectivity to the Republic of Kiribati. 9 Kiribati’s

approximately 100,000 residents live on 33 atolls and islands, across 3.5 million square

kilometers of ocean. O3b’s services will make it possible to bring modern e-commerce, e-

government, e-education, and e-health applications to an area that cannot be economically served

through terrestrial facilities such as undersea fiber optic cables. SpeedCast’s introduction of

service in Kiribati follows its successful reliance on O3b-based infrastructure to serve customers

in Port Moresby and Lae, Papua New Guinea; Christmas Island, Australia; and the Solomon

Islands. Other telecommunications providers use O3b capacity to serve locations in the Pacific,

Africa, South America, and the Middle East. 10

8
See “O3b Maritime: First Class Connectivity at Sea,” (use of O3b’s steerable beams to
follow a ship on its normal route), available at: http://www.o3bnetworks.com/o3bmaritime/.
9
See “O3b and SpeedCast Sign Agreement to Improve Connectivity for the Residents of
the Republic of Kiribati,” March 10, 2016, available at: http://www.o3bnetworks.com/o3b-
speedcast-sign-agreement-improve-connectivity-residents-republic-kiribati/.
10
See http://www.o3bnetworks.com/customers/.

7

As identified on Exhibit 1, O3b holds authority for U.S. earth stations to communicate

with the O3b Constellation. In addition to several licenses for fixed earth stations used for

gateway feeder links and Telemetry, Tracking, and Command (“TT&C”), O3b holds blanket

authorizations for earth stations on vessels (“ESVs”) traveling in the coastal areas of the U.S. and

for land terminals within the continental U.S., Hawaii, Puerto Rico, and the U.S. Virgin Islands.

O3b’s operations under these authorizations support high-throughput maritime applications using

its unique capabilities, expanding the commercial maritime market beyond those segments

addressed by satellite service providers to date. O3b’s steerable spot beam architecture allows

O3b to supply connectivity to multiple markets in the Pacific, including service to the American

Samoa Telecommunications Authority to support broadband access for residents of that U.S.

territory. 11

In short, there is minimal overlap between the U.S. markets served by O3b and SES, and

services enabled by O3b capacity complement rather than duplicate those offered by SES. O3b

service in the U.S. represents a ground-breaking expansion of traditional satellite service – its

maritime service enables broadband for ships carrying thousands of passengers and crew – which

is accomplished by leveraging its unique capabilities to develop new market segments. By

acquiring control of O3b, SES seeks to supplement the services provided by the geostationary

satellites of its existing subsidiaries by adding the capability to offer high-bandwidth, low-

latency connectivity to customers in Africa, Asia, Australia, Latin America, and the Middle East.

11
See “American Samoa Telecommunications Authority (ASTCA) Goes Live with O3b
Networks, Significantly Improves Broadband-based Services to Territory Residents ,” June 15,
2015, available at: http://www.o3bnetworks.com/american-samoa-telecommunications-
authority-astca-goes-live-with-o3b-networks-significantly-improves-broadband-based-services-
to-territory-residents/.

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2. The Transaction Will Benefit U.S. Customers by Combining
Complementary Satellite Systems and Resources

To the extent that O3b does provide service in the U.S., the acquisition of a controlling

interest in the company by SES will have pro-competitive effects. Because there is no material

overlap between the U.S. services of O3b and SES, the merger will not diminish competition.

Instead, U.S. customers of O3b will reap significant rewards. They will benefit from the

additional services and coverage afforded by O3b’s access to the fleets of SES’s other operating

subsidiaries. SES’s financial assets, technical expertise, and marketing resources will make O3b

a stronger competitor in regional and global satellite markets and in markets served by terrestrial

service providers, particularly in underserved areas.

The Commission granted U.S. market access for the O3b Constellation pursuant to the

framework established in DISCO II, which established a presumption that market entry by

operators from WTO-member countries:

will help ensure the presence and advancement of
competition in the satellite services market and yield the
benefits of a competitive marketplace to consumers in the
United States and other countries. 12

The Commission determined that granting O3b’s request for access to the U.S. market

was consistent with these policies. The instant transaction will strengthen O3b’s ability to

compete by giving the company enhanced access to the financial, technical, and marketing

resources of SES, and the transaction raises no new competitive concerns.

O3b and SES do not materially compete today. The geostationary satellites that SES

entities operate are ideally positioned to provide services such as video content distribution

12
Amendment of the Commission’s Regulatory Policies to Allow Non-U.S. Licensed
Satellites to Provide Domestic and International Service in the United States, Report and Order,
12 FCC Rcd 24094, 24112 (1997) (“DISCO II”).

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across broad geographic areas – each satellite can cover roughly one third of the Earth’s surface.

However, communications to and from satellites in geostationary orbit are subject to a delay that

makes such networks less well suited for more time-sensitive applications. The O3b

Constellation’s medium Earth orbit cuts that delay down substantially, providing performance

similar to that of fiber optic cable. As a result, the O3b Constellation can support robust, two-

way interactive services. Moreover, O3b’s scalable network permits concentration of a

significant amount of capacity over a relatively small area in response to customer demand, and

its steerable beams provide additional flexibility in service offerings.

Thus, the differing satellite network configurations used by the existing SES entities and

by O3b carry advantages and disadvantages that correspond to different customer groups and

product markets. In many cases, an individual satellite service customer will be interested in

only one type of capacity, and these customers will be completely unaffected by the proposed

transaction.

For the more limited set of customers which may require access to both geostationary

orbit and MEO satellite capacity, the ability to purchase both from a single entity will be a

valuable benefit. For example, O3b has services that are tailored to providing connectivity to

large cruise ships, using a beam that tracks a vessel as it navigates through the oceans. 13 This

allows O3b to provide cruise ship passengers and crew with a level of connectivity similar to

what they can experience on land. Yet a cruise ship operator may also have routes that extend

beyond the scope of O3b’s coverage for which the larger footprint of a geostationary satellite

13
See “O3b Connects Royal Caribbean “Smart Ship” Anthem of the Seas in the
Mediterranean,” June 23, 2015, available at: http://www.o3bnetworks.com/o3b-connects-royal-
caribbean-smart-ship-anthem-of-the-seas-in-the-mediterranean/.

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network may be required. With SES acquiring control of O3b, such customers will have

seamless access to the full range of satellite services they require.

Other satellite operators have similarly recognized the potential advantages of combining

geostationary orbit and non-geostationary orbit assets into an integrated system. Intelsat, which

operates the largest fleet of commercial geostationary satellites in the world, has announced an

agreement to invest in and partner with OneWeb, which is planning to deploy and operate a Ku-

band constellation in low earth orbit. 14 Through the agreement, Intelsat will have exclusive

rights to distribute OneWeb services in the aeronautical and maritime sectors, as well as other

mobility services. SES’s acquisition of a controlling interest in O3b will bolster its ability to

compete effectively with Intelsat in these market segments.

In addition, the proposed transaction will enhance the efficiency of O3b’s operations.

After SES acquires control, O3b will be able to rely on SES personnel for additional sales,

technical, and management support, reducing overhead expenses. The transaction will also

promote investment in product development and innovation. Since the company’s founding,

O3b has expanded its satellite constellation and plans further growth to meet additional demand.

SES operating entities also are market leaders in service development and infrastructure

investment. SES entities have recently filed seeking authority for a number of new satellites,

including SES-15, a high throughput satellite that will provide expanded capacity for broadband

services. 15 O3b will benefit from this culture of innovation and investment. The transaction will

14
See “Intelsat Enters Strategic Alliance with OneWeb Low Earth Orbit Venture for
Complementary Global Satellite-Based Solutions,” June 25, 2105, available at:
http://www.intelsat.com/intelsat-news/intelsat-enters-strategic-alliance-with-oneweb-low-earth-
orbit-venture-for-complementary-global-satellite-based-solutions/.
15
See SES Satellites (Gibraltar) Ltd., File No. SAT-PPL-20160126-00007.

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strengthen the company’s ability to invest in and deploy new services and facilities to better

serve satellite customers.

C. The Transaction Presents No National Security or Law Enforcement Issues

The Parties will be initiating discussions with the Departments of Justice and Homeland

Security and the FBI (“Team Telecom”) regarding the proposed transaction. The Parties will

advise the Commission regarding the outcome of their discussions with Team Telecom.

III. COMMISSION AUTHORIZATION SHOULD
EXTEND TO PENDING APPLICATIONS

At least one application for use of O3b capacity is currently pending before the

Commission and may be granted while the instant Application is being considered. O3b may

also file additional applications during that period. Accordingly, the Parties request that action

on this application include authority for SES to acquire control with respect to any and all

authorizations issued or assigned to O3b prior to consummation of the proposed transaction, all

applications, petitions, or other filings pending at the time of consummation, and all special

temporary authorizations held by O3b or applications for special temporary authority that are

pending at the time of consummation. Such action would be consistent with prior decisions of

the Commission.16 Following the closing of the proposed transaction, O3b will supplement its

16
See Applications of AT&T Wireless Services, Inc. and Cingular Wireless Corporation
For Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and
Order, WT Docket No. 04-70, 19 FCC Rcd 21522, 21626, ¶¶ 69-71 (2004); Applications of
NYNEX Corp., Transferor, and Bell Atlantic Corp., Transferee, For Consent to Transfer Control
of NYNEX Corp. and Its Subsidiaries, File No. NSD-L-96-10, Memorandum Opinion and Order,
12 FCC Rcd 19985, 20097, ¶¶ 246-48 (1997) (“NYNEX/ Bell Atlantic”); Applications of Pacific
Telesis Group and SBC Communications Inc., Memorandum Opinion and Order, 12 FCC Rcd
2624, 2665, ¶¶ 92-93 (1997); In re Applications of Craig O. McCaw and AT&T, Memorandum
Opinion and Order, 9 FCC Rcd 5836, 5909 n. 300 (1994).

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pending applications as required under the Commission’s rules, 47 C.F.R. § 1.65, to reflect its

new ownership structure.

Further, pursuant to Section 25.116 of the Commission’s Rules, 47 C.F.R. § 25.116, to

the extent necessary the Parties request a blanket exemption from any applicable cut-off rules in

cases where amendments to pending applications are filed to reflect consummation of the

proposed transfer of control. This exemption is requested so that amendments to pending

applications to report the change in ultimate ownership of O3b would not be treated as major

amendments. The scope of the transaction between the parties demonstrates that the ownership

change would not be made for the acquisition of any particular pending application, but as part

of a larger transaction undertaken for an independent and legitimate business purpose. Grant of

such request would be consistent with previous Commission decisions routinely granting a

blanket exemption in cases involving similar transactions. 17

IV. REQUEST FOR PERMIT-BUT-DISCLOSE STATUS

The Applicants request this proceeding be designated “permit but disclose” under the

Commission’s rules controlling ex parte presentations. 47 C.F.R. § 1.1200 et seq. Designation

as a “permit but disclose” proceeding under Section 1.1206 will serve the public interest by

facilitating the development of a complete record upon which a well-reasoned decision can be

made.

V. CONCLUSION

In sum, SES is fully qualified to acquire control of O3b and its constellation-wide market

access grant, earth station licenses, and experimental authorizations, and the acquisition by SES

17
See, e.g. NYNEX/ Bell Atlantic, 12 FCC Rcd at 20092, ¶ 234.

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of majority ownership and control of O3b will enhance competition and serve the public interest.

In view of the simplicity and clear lawfulness of the proposed acquisition, the Parties request

speedy approval, which is particularly warranted in the satellite arena:

In this dynamic and technologically innovative industry, a
proposed venture may become obsolete in just a few
years….To delay a proposed project six months will
increase capital cost and diminish technological advantage;
to delay it a year or more may destroy its attractiveness as
an investment. 18

Accordingly, SES and O3b ask that the FCC review and affirmatively authorize transfer

of the U.S. market access grant for the O3b Constellation and grant its consent to the transfer of

the O3b non-common carrier earth station licenses and experimental authorizations.

18
United States v. FCC, 652 F.2d 72, 95 (D.C. Cir. 1980) (en banc).

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Exhibit 1: List of O3b’s FCC Licenses, Authorizations, and Pending Applications

1. Space Station Market Access

Call File Numbers Description Exp. Date
Sign
S2935 SAT-LOI-20141029-00118; Petition for declaratory ruling granting U.S. market access for O3b constellation. N/A
SAT-AMD-20150115-00004

2. Individual Earth Station Licenses and Special Temporary Authorizations

Call File Numbers Description Exp. Date
Sign
E100088 SES-LIC-20100723-00952; License for non-common carrier earth station in Haleiwa, HI. 09/25/2027
SES-MOD-20140814-00652
E130021 SES-LIC-20130124-00089; License for non-common carrier earth station in South Vernon, TX. 06/20/2028
SES-MOD-20140814-00654
E130107 SES-LIC-20130618-00516; License for non-common carrier earth station with two 2.4m General Dynamics 06/24/2030
SES-AMD-20131122-01187; antennas in Bristow, VA.
SES-AMD-20140814-00653
E140107 SES-LIC-20141022-00809 License for non-common carrier earth station in Haleiwa, HI. 06/05/2030
E150018 SES-LIC-20150310-00138 License for non-common carrier earth station in Bristow, VA. 09/30/2030
N/A SES-STA-20151110-00822 STA to operate two 1.2m antennas for non-commercial testing and 07/04/2016
demonstration purposes in Ft. Belvoir, VA.
N/A SES-STA-20160427-00374 STA to operate one 1.2m antenna for testing and demonstration purposes in San 05/30/2016
Diego, CA (SPAWAR/CODA). Request for 180-day extension pending in File
No. SES-STA-20160427-00375.

3. Earth Stations on Vessels License

Call Sign File Numbers Description Exp. Date
E130098 SES-LIC-20130528-00455; Non-common carrier earth stations on vessels blanket license for coastal areas 05/13/2029
SES-MOD-20140814-00655; of the U.S. between 7° and 50° N. Latitude.
SES-AMD-20131025-01138

4. Land Earth Stations Blanket License

Call File Numbers Description Exp. Date
Sign
E140101 SES-LIC-20141001-00781 Non-common carrier blanket license for service to land terminals in CONUS, Hawaii, 06/08/2030
Puerto Rico and the U.S. Virgin Islands.
5. Miscellaneous Filings for Satellite Services

File Numbers Description
DA 14-637 Waiver of the U.S. Table of Allocations and the Ka-band Plan for ESV operations aboard foreign-flagged
maritime vessels in and near U.S. territorial waters.
SES-MSC-20140318-00150 Waiver of the U.S. Table of Allocations and the Ka-band Plan for testing and operations on foreign-flagged
maritime vessels that will operate in and near U.S. territorial waters.
SES-MSC-20150206-00066 Waiver of the U.S. Table of Allocations and the Ka-band Plan for testing, demonstrations, and commercial
service on foreign-flagged maritime vessels that will operate in and near U.S. territorial waters in the vicinity
of Fort Lauderdale, Puerto Rico and the U.S. Virgin Islands.
SES-MSC-20151021-00760 Waiver of the U.S. Table of Allocations and the Ka-band Plan for testing, demonstrations, and commercial
service on foreign-flagged maritime vessels that will operate in and near U.S. territorial waters in the vicinity
of the Gulf of Mexico, Puerto Rico and the U.S. Virgin Islands, as well as the east coast from Florida to
Maine.

6. FCC Experimental Authorizations

Call Sign File Number Description Exp. Date
WH2XRC 0089-EX-PL-2015 Test authority for Continental U.S., Hawaii, Puerto Rico and the U.S. Virgin Islands for 05/01/2017
1.2 m, 1.8 m, 2.2 m, and 2.4 m antennas.
WH2XRV 0119-EX-PL-2015 Test authority for U.S. and territories for 85 cm and 2.4 m antennas. 05/01/2017

2

FCC Form 312, Questions 40 and A20

The following individuals serve as officers and directors of SES and can be contacted at the SES
address listed above:

Name Title Nationality
Karim Michel Sabbagh President and CEO Canada and Lebanon
Padraig McCarthy Chief Financial Officer Ireland
Martin Halliwell Chief Technology Officer Britain
Ferdinand Kayser Chief Commercial Officer Luxembourg
Christophe De Hauwer Chief Development Officer Belgium
Romain Bausch Chairman of the Board Luxembourg
François Tesch Vice Chairman of the Board Luxembourg
Jean-Paul Zens Vice Chairman of the Board Luxembourg
Serge Allegrezza Director Luxembourg
Marc Beuls Director Belgium
Marcus Bicknell Director Britain
Victor Casier Director Belgium
Bridget Cosgrave Director Ireland and Canada
Hadelin de Liedekerke Beaufort Director France
Jean-Claude Finck Director Luxembourg
Tsega Gebreyes Director Ethiopia
Conny Kullman Director Sweden
Ramu Potarazu Director U.S.
Anne-Catherine Ries Director Luxembourg and France
Jean-Paul Senninger Director Luxembourg
Pascale Toussing Director Luxembourg
Marc Speeckaert Director Belgium
Katrin Wehr-Seiter Director Germany

2

POST-CONSUMMATION SIMPLIFIED OWNERSHIP CHART

This is a simplified chart depicting the post-closing O3b ownership structure. The percentages
shown reflect equity interests on a fully diluted basis.

SES S.A.
(Luxembourg)

100%
SES Holdings (Netherlands) BV
(The Netherlands)

100%
SES Asia S.A.
(Luxembourg)

100% Other Investors
SES Finance Services AG* (These investors are not
(Switzerland) affiliated with SES, and
none of them will have a
10% or greater interest in
50.5% O3b post-closing.)
O3b Networks Limited 49.5%
(Jersey, Channel Islands)

100%
O3b Limited
(Jersey, Channel Islands)

*As noted in the narrative, SES has the option to specify that another wholly-owned SES
subsidiary will acquire the O3b Networks shares in lieu of SES Finance. In the event of such a
decision, the parties will notify the Commission and provide a revised ownership chart.

3

Document Created: 2016-05-02 15:13:32
Document Modified: 2016-05-02 15:13:32

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