Attachment Intelsat LOA.pdf

Intelsat LOA.pdf

SUPPLEMENT

Petition/LOA

2012-02-14

This document pretains to ITC-T/C-20111123-00355 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2011112300355_941473

                                   Federal Communications Commission                                   DA 12-768


                                              Before the
                                   Federal Communications Commission
                                         Washington, D.C. 20554


In the Matter of                                         )
                                                         )
Intelsat Global Holdings, S.A.                           )        IB Docket No. 11-205
                                                         )
Applications to Transfer Control of Intelsat             )
Licenses and Authorizations from BC Partners             )
Holdings Limited to Public Ownership                     )


                                                    ORDER

     Adopted: May 16, 2012                                             Released: May 16, 2012

By the Chief, International Bureau:


I.        INTRODUCTION

         1. In this Order, we consider a series of applications (the “Application”) filed by Intelsat Global
Holdings, S.A. (“Intelsat”) to transfer control of all the licenses and authorizations held by Intelsat
License LLC, Intelsat New Dawn Company, Ltd., Intelsat USA License LLC, and Intelsat General
Corporation (“Intelsat Licensees”) pursuant to a public offering of newly issued voting shares by Intelsat,
subsequent voting share sales by current shareholders and possible private placements of newly issued
voting shares.1 Based on the record established in this proceeding, we find that grant of the Application
will serve the public interest, convenience, and necessity.2

II.       BACKGROUND

         A.     Description of the Applicants

                   1. Prior to the Proposed Transaction


1
 Intelsat License LLC and Intelsat New Dawn Company, Ltd., Application for Transfer of Control, Narrative, IBFS
File Nos. SAT-T/C-20111123-00225, SAT-T/C-20111123-00226, SES-T/C-20111123-01403, SES-T/C-20111206-
01427, ITC-T/C-20111123-00354, and ITC-T/C-20111123-00355. In October 2011, the Commission granted
authority for the pro forma transfer of control of all space and earth station licenses held by Intelsat Licensees.
These transactions involved the creation of new holding companies and removal of certain other holding companies.
Satellite Communications Services Information, re: Actions Taken, Public Notice, Report No. SES-01390 (rel. Oct.
19, 2011); Policy Branch Information, Actions Taken, Public Notice, DA 11-1713, Report No. SAT-00815 (rel. Oct.
14, 2011). We granted an extension of the deadline for consummation of these transactions to April 10, 2012 on
December 13, 2011. On March 16, 2012, Intelsat filed a request for a further 120 day extension request, ending on
August 8, 2012 to consummate these transactions but subsequently closed on the transactions. Intelsat
consummated the transactions on April 10, 2012 and filed the consummation notice on April 23, 2012. Letter from
Jennifer D. Hindin, Counsel for Intelsat to Marlene H. Dortch, Secretary, Federal Communications Commission,
Apr. 23, 2012.
2
  Intelsat Global Holdings, S.A. also filed a transfer of control application for its Private Land Mobile Radio
Licenses in File No. 0004961083, which will be addressed separately.


                                       Federal Communications Commission                                    DA 12-768


         2. Intelsat, a Luxembourg company, is the indirect parent company of the Intelsat Licensees.3
Intelsat’s controlling parent company is BC Partners Holdings Limited (“BCP”), a United Kingdom-
based investment firm organized under the laws of Guernsey.4 BCP is owned by seventeen individual
shareholders5 and currently indirectly owns approximately 71.9 percent voting equity interests in Intelsat
and has the power to elect a majority of the six members of the Intelsat Board of Directors.6 Silver Lake
Group, L.L.C. (“SLP”), a U.S.-based investment firm, controls entities which indirectly own
approximately 15.87 percent of the voting interests in Intelsat.7 The managing members of SLP are three
U.S. citizens: James Davidson, Glenn Hutchins and David Roux.8 Other investors, including Credit
Suisse, Ridgemont Equity Partners and members of Intelsat’s management hold the remaining equity
interests in Intelsat.9

                     2. After the Proposed Transaction

         3. Upon the closing of the transaction, Intelsat10 will be owned by its existing owners plus the
owners of the newly issued shares.11 At that point, the shares of Intelsat will be publicly traded and
Intelsat’s current owners will have the option of further reducing their ownership interests. The
percentage of voting interest each shareholder will have will depend on the number of common shares
issued and sold. Intelsat believes that no one entity or individual will hold 50 percent or more of the
voting shares in Intelsat after the transaction is completed. BCP would no longer have voting control
through a majority of stock.12

         4. Intelsat states that the Board of Directors will continue to be its governing body after the
transaction. Intelsat envisions that the Board of Directors will have eight members who will be elected by
shareholders, who will be given one vote per common share, at a general meeting. Intelsat believes there
is a significant chance that BCP will no longer be empowered to elect a majority of directors.13

           B.      Description of the Transaction

        5. Intelsat will offer newly issued voting shares to the public and may sell additional shares
through private placements. Subsequently, current owners may reduce their shareholdings through
3
    Application at 2.
4
    Id. at 3.
5
 Intelsat Holdings, Ltd., Transferor, and Serafina Holdings Limited, Transferee, Consolidated Application for
Consent to Transfer Control of Holders of Title II and Title III Authorizations, Memorandum Opinion and Order, 22
FCC Rcd 22151, 22154, ¶ 8 (2007) (“Intelsat-Serafina Order”). The shareholders are citizens of: the United States
(one); the United Kingdom (four); Germany (three); Italy (four); France (four); and Greece (one). Id.
6
    Application at 3.
7
  Id at 3, and Exhibit 1. See Appendix B for an organization chart showing Intelsat’s ownership before the
transaction.
8
    Intelsat-Serafina Order, 22 FCC Rcd at 22155, ¶ 11.
9
    Application at 3.
10
     Prior to the closing of the transaction, Intelsat Global Holdings, S.A will be renamed Intelsat S.A.
11
     Application at 4.
12
  Intelsat also believes that none of the current owners of Intelsat, other than BCP, will retain more than a ten
percent interest after the transactions. Id. at 5. Intelsat anticipates that holders of the publicly-traded shares will
own more than 40 percent of Intelsat. Id. Intelsat indicates that it will provide exact ownership percentages for all
ten percent or greater shareholders in its notice of consummation following the transfer of control. Id.
13
     Id.


                                                             2


                                    Federal Communications Commission                                     DA 12-768


market transactions or secondary offerings. Intelsat will time the offering based upon a variety of
conditions including industry and company factors and general market conditions. After the offerings,
Intelsat intends to list its shares on a major U.S. stock exchange. The proceeds of the public offering will
be used for general corporate purposes, including the repayment of portions of Intelsat’s indebtedness.14

          C.       Application and Review Process

         6. The Application was placed on Public Notice on December 20, 2011.15 On January 6, Intelsat
submitted a letter stating that the application does not contemplate any modification to the Intelsat
Licenses or conditions and states that approval of the application will have no effect on the license
conditions imposed by the Commission to promote compliance with the provision of the International
Telecommunications Satellite Organization Agreement.16 On January 18, 2012, the Department of Justice
(DOJ), including the Federal Bureau of Investigation with the concurrence of the Department of
Homeland Security (“Executive Branch Agencies”) filed a letter requesting that the Commission defer
judgment regarding this matter until DOJ had finished reviewing the matter for any national security, law
enforcement, and public safety issues.17 On February 14, 2012, the Executive Branch Agencies filed a
Petition to Adopt Conditions to Authorizations and Licenses.18 No other comments were filed.

III.       PUBLIC INTEREST ANALYSIS

         7. Pursuant to sections 214 and 310(d) of the Communications Act, we must determine whether
the Applicants have demonstrated that the proposed assignment and transfer of control of licenses and
authorizations will serve the public interest, convenience, and necessity.19 In making this assessment, we
first assess whether the proposed transaction complies with the specific provisions of the
Communications Act,20 other applicable statutes, and the Commission’s rules.21 Our public interest
14
     Application at 4.
15
 Intelsat Global Holdings S.A. Files to Transfer Control of Intelsat Licenses and Authorizations from BC Partners
Holdings Limited to Public Ownership, IB Docket No. 11-205, Public Notice, DA 11-2038 (Dec. 20, 2011).
16
   Letter from Kalpak Gude, Intelsat Corporation, to Marlene H. Dortch, Federal Communications Commission, Jan.
6, 2012. See also 47 U.S.C. § 316(a); Petition of the International Telecommunications Satellite Organization
under Section 316 of the Communications Act, as Amended, IB Docket No. 06-137, Order of Modification, 23 FCC
Rcd 2764 (Int’l Bur., 2008).
17
 Letter from U.S. Department of Justice, National Security Division, to Marlene H. Dortch, Federal
Communications Commission, Jan. 18, 2012.
18
  Department of Justice, National Security Division, Petition to Adopt Conditions to Authorizations and Licenses,
IB Docket No. 11-205 (Feb. 14, 2012).
19
     47 U.S.C. §§ 214, 310(d).
20
  Section 310(d), 47 U.S.C. § 310(d), requires that we consider the applications as if the proposed transferee were
applying for the licenses directly under section 308 of the Act, 47 U.S.C. § 308. See, e.g., AT&T Inc. and Cellco
Partnership d/b/a Verizon Wireless Seek FCC Consent To Assign or Transfer Control of Licenses and
Authorizations and Modify a Spectrum Leasing Arrangement, WT Docket No. 09-104, Memorandum Opinion and
Order, 25 FCC Rcd 8704, 8716 ¶ 22 (2010) (“AT&T-Verizon Wireless Order”); Applications of AT&T Inc. and
Centennial Communications Corp. For Consent to Transfer Control of Licenses, Authorizations, and Spectrum
Leasing Arrangements, WT Docket No. 08-246, Memorandum Opinion and Order, 24 FCC Rcd 13915, 13927 ¶ 27
(2009) (“AT&T-Centennial Order”); Applications of Cellco Partnership d/b/a Verizon Wireless and Atlantis
Holdings LLC For Consent to Transfer Control of Licenses, Authorizations, and Spectrum Manager and De Facto
Transfer Leasing Arrangements and Petition for Declaratory Ruling that the Transaction is Consistent with Section
310(b)(4) of the Communications Act, WT Docket No. 08-95, Memorandum Opinion and Order and Declaratory
Ruling, 23 FCC Rcd 17444, 17460 ¶ 26 (2008) (“Verizon Wireless-ALLTEL Order”); Sprint Nextel Corporation and
Clearwire Corporation Applications for Consent to Transfer Control of Licenses, Leases, and Authorizations, WT
Docket No. 08-94, Memorandum Opinion and Order, 23 FCC Rcd 17570, 17578 ¶ 19 (2008) (“Sprint Nextel-
                                                                                                        (continued....)
                                                          3


                                    Federal Communications Commission                                   DA 12-768


evaluation also necessarily encompasses the “broad aims of the Communications Act,” which include,
among other things, a deeply rooted preference for preserving and enhancing competition in relevant
markets, accelerating private sector deployment of advanced services, promoting a diversity of license
holdings, and generally managing the spectrum in the public interest.22 Among the factors the
Commission considers in its public interest review is whether the applicants to the proposed transaction
meet the requisite qualifications requirements to hold and transfer licenses under section 310(d) of the
Communications Act and the Commission’s rules.23

        8. We find that the Application complies with the Communications Act and the Commission’s
rules. The transaction also raises no competitive issues because Intelsat seeks to transfer control of
licenses and authorizations pursuant to a public offering of newly issued voting shares and will not alter
the scope of Intelsat’s operations. We also find that the Intelsat Licensees are qualified to remain
Commission licensees, and that granting the Application will serve the public interest, convenience and
necessity.

        9.       On February 14, 2012, the Executive Branch Agencies filed a Petition to Adopt
Conditions to Authorizations and Licenses. The petition states that the Executive Branch Agencies have
no objection to the grant of the Applications provided that the Commission condition the grant on Intelsat
abiding by the commitments and undertakings contained in a February 14, 2012 Letter to the Executive
Branch Agencies.24 The petition also states that the parties to the Applications do not object to the grant
of the petition. The Commission considers national security, law enforcement, foreign policy, and trade
policy concerns when analyzing a transfer of control or assignment application in which foreign
ownership is involved. Under Commission precedent, we defer to the Executive Branch’s expertise on
national security and law enforcement issues.25 In accordance with the request of the Executive Branch
Agencies, and in the absence of objection from the Applicants, we condition the grant of the Applications
on Intelsat’s compliance with the commitments and undertakings in the February 14, 2012 Letter.
IV.      PROCEDURAL MATTERS

         10. Applicants ask that a grant of this transfer of control apply to: (1) all licenses and

(...continued from previous page)
Clearwire Order”); Applications of AT&T Wireless Services, Inc. and Cingular Wireless Corporation, WT Docket
No. 04-70, Memorandum Opinion and Order, 19 FCC Rcd 21522, 21542 ¶ 40 (2004) (“Cingular-AT&T Wireless
Order”).
21
  See, e.g., AT&T-Verizon Wireless Order, 25 FCC Rcd at 8716 ¶ 22; AT&T-Centennial Order, 24 FCC Rcd at
13927 ¶ 27; Verizon Wireless-ALLTEL Order, 23 FCC Rcd at 17460 ¶ 26; Sprint Nextel-Clearwire Order, 23 FCC
Rcd at 17578-79 ¶ 19; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21542-43 ¶ 40.
22
  See, e.g., AT&T-Verizon Wireless Order, 25 FCC Rcd at 8717 ¶ 23; AT&T-Centennial Order, 24 FCC Rcd at
13928 ¶ 28; Verizon Wireless-ALLTEL Order, 23 FCC Rcd at 17461 ¶ 27; Sprint Nextel-Clearwire Order, 23 FCC
Rcd at 17580 ¶ 20; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21544 ¶ 41.
23
  See 47 U.S.C. §§ 214(a), 310(d); 47 C.F.R. § 1.948; see also, e.g., AT&T-Verizon Wireless Order, 25 FCC Rcd at
8718 ¶ 26; AT&T-Centennial Order, 24 FCC Rcd at 13930 ¶ 31; Verizon Wireless-ALLTEL Order, 23 FCC Rcd at
17464 ¶ 31; Sprint Nextel-Clearwire Order, 23 FCC Rcd at 17582 ¶ 23; Cingular-AT&T Wireless Order, 19 FCC
Rcd at 21546 ¶ 44.
24
  Letter from Intelsat to Lisa O. Monaco and David F. Heyman, dated February 14, 2012 (“February 14, 2012
Letter”). The Petition, with the February 14, 2012 Letter attached, is publicly available on the FCC web site by
searching the record for this proceeding, IB Docket 11-205, through the Electronic Comment Filing System,
available at http://fjallfoss.fcc.gov/prod/ecfs/comsrch_v2.cgi.
25
  See Foreign Participation Order, 12 FCC Rcd at 23918 ¶ 59, 23919-21 ¶¶ 61-66; Amendment of the
Commission’s Regulatory Policies to Allow Non-U.S. Licensed Space Stations to Provide Domestic and
International Satellite Service in the United States, Report and Order, 12 FCC Rcd 24094, 24170, ¶ 178 (1997).


                                                          4


                                 Federal Communications Commission                                DA 12-768


authorizations issued or assigned to Intelsat Licensees during the pendency of the Application and prior to
consummation of any approved transaction; and (2) applications pending at the time of consummation of
the proposed transaction.26 We grant this request to transfer control of the relevant licenses and
authorizations issued or assigned to Intelsat Licensees. Consistent with section 1.65 of the Commission’s
rules,27 Intelsat indicates that it will also amend as necessary any currently pending applications to reflect
the consummation of the transaction approved by this Order. Additionally, to the extent that Appendix A
to this Order does not include all authorizations issued to the Intelsat Licensees during the period between
the filing of the Applications and the consummation of the proposed transaction, the Applicant should file
with the Commission, within 30 days of consummation of the transaction, a section 1.65 letter referencing
IB Docket No. 11-205 and each applicable file number and providing an updated version of Appendix A
that includes all relevant authorizations and call signs.

V.         CONCLUSION

         11. There is no evidence in the record to suggest that the proposed transaction would harm
competition or otherwise contravene any Commission rule or policy. We therefore find that the applicant
has met its burden and that the grant of the Applications, as conditioned herein, will serve the public
interest convenience and necessity. Accordingly, we consent to BCP’s relinquishment of control through
reduction of its ownership of voting shares below the 50 percent level.

VI.        ORDERING CLAUSES

         12. Accordingly, IT IS ORDERED that, pursuant to sections 4(i) and (j), 214, 309, and 310(d) of
the Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j), 214, 309, 310(d), the
applications for the transfer of control of licenses and authorizations set forth in Appendix A are granted,
to the extent specified and as conditioned in this Order.

        13. IT IS FURTHER ORDERED that, pursuant to sections 4(i) and (j), 214, 309, and 310(d) of
the Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j), 214, 309, 310(d), the Petition
to Adopt Conditions to Authorizations and Licenses filed jointly by the U.S. Department of Justice, the
Federal Bureau of Investigation, and the U.S. Department of Homeland Security on October 15, 2007 IS
GRANTED. Grant of the Applications IS CONDITIONED UPON compliance with the commitments
and undertakings set forth in the February 14, 2012 letter from Intelsat, attached to this Order in
Appendix C.
        14. IT IS FURTHER ORDERED that this Order is granted without prejudice to any future action
taken by the Enforcement Bureau in connection with IBFS File Nos. SAT-LOA-20090227-00029, SAT-
AMD-20100302-00038, SAT-LOA-20100217-00029, SAT-AMD-20100602-00120, and SAT-AMD-
20100831-00186.
        15. IT IS FURTHER ORDERED that, pursuant to section 1.65 of the Commission’s rules, 47
C.F.R. § 1.65, the Applicants are afforded 30 days from the date of release of this Order to amend as
necessary any pending applications to reflect the transfer of control approved in this Order.
         16. IT IS FURTHER ORDERED that the deadline for consummating the transactions consented
to by this Order is August 16, 2012.




26
     Application at 8-9.
27
     47 C.F.R. § 1.65.


                                                      5


Federal Communications Commission          DA 12-768




             FEDERAL COMMUNICATIONS COMMISSION



             Mindel De La Torre
             Chief, International Bureau




                6


                            Federal Communications Commission                        DA 12-768


                                        APPENDIX A
                                     Licenses and Grants

   A. Space Station Applications:

File No.                   File Name:                      Call Signs:
SAT-T/C-20111123-00225     Intelsat New Dawn Company,      S2751
                           Ltd
SAT-T/C-20111123-00226     Intelsat License LLC            S2715, S2404, S2391, S2396, S2398,
                                                           S2401, S2388, S2400, S2399, S2389,
                                                           S2789, S2785, S2414, S2411, S2410,
                                                           S2409, S2408, S2407, S2406, S2687,
                                                           S2387, S2385, S2386, S2422, S2253,
                                                           S2381, S2804, S2814, S2237, S2368,
                                                           S2801, S2750, S2160, S2469, S2154,
                                                           S2647, S2733, S2817, S2423, S2382,
                                                           S2380, S2229, S2704, S2460, S2405,
                                                           S2831, S2846


   B. Earth Stations Licenses:

File No.                   File Name:                      Call Signs:
SES-T/C-20111123-01403     Intelsat License LLC            E030073, E030072, E010112, E000488,
                                                           E000364, E010019, E000048, E000049,
                                                           E990365, E990092, E990214, E990323,
                                                           E040174, E030012, E900757, E881304,
                                                           KA391, KL92, KA71, E050311,
                                                           E010133, E000063, E010113, E990223,
                                                           E000363, E980467, E990334, E980460,
                                                           E990024, E970080, E860175, E4132,
                                                           E010206, E2178, E990551, E110100,
                                                           E950502, E950267, E110095, E110120,
                                                           E950307, E010118, E950067, E990055,
                                                           E920519, E040286, KA450, E060388,
                                                           E030182, E070230, E970391, E060384,
                                                           KA251, E970319, E030020, E040343,
                                                           E060198, E000274, KB26, KA262,
                                                           E100118, E040125, E070050, E960186,
                                                           E020126, E030106, E060029, E080006,
                                                           E020315, E030096, E050049, E070139,
                                                           E020314, E020309, E050048, E020191,
                                                           E980503, E050009, E040414, E980501,
                                                           E030100, E040141, E090186, E030082,
                                                           E040140, E090167, E030071, E080170,
                                                           E030103, E030051, E080172, E080011,
                                                           E960187, KA261, WN52, KA260,
                                                           KA275, KA259, KA264, KA258,
                                                           E000296, E000355, E980200, E990131,
                                                           E980526, KA270, E980510, KA269,
                                                           KA268, KA267, E940532, KA266,
                                                           E940333, KA265, E7465, E950508,
                                                  7


                             Federal Communications Commission                     DA 12-768


                                                          E090093, E881286, E010334, E990433,
                                                          E970392, E990091, E980485, E030307,
                                                          KA263, E030101, E060108, E970091,
                                                          E030232, E070221, E020169, E990224,
                                                          E970051, E980502, E030306, E030175,
                                                          E120008, E120009
SES-T/C-20111206-01427     Intelsat License LLC           E080108, E070223, E080224, E080147,
                                                          E110013, E050169, E050174, E070278,
                                                          E070234



   C. International Section 214 Authorizations:

File No.                   Authorization Holder:          Authorization File Nos.
ITC-T/C-20111123-00354     Intelsat General Corporation   ITC-MOD-20050329-00170
ITC-T/C-20111123-00355     Intelsat USA License           ITC-MOD-20051007-00445, ITC-214-
                                                          20051031-00443, ITC-214-19930829-
                                                          00248, ITC-214-19920318-00117




                                                  8


                                                                                                                                         fion



                                                                                                                                                                  FCC Form 603
                                                                                                                                                                       Attachment

                                                                                         Exhibit 1:
                                                                         Intelsat Licensees Current Ownership‘


                           Silver Lake Funds                                                                                              Other Investors & Intelsat
                                  (U.S.)                                                                                                        Management
                                                                                                                                                 (U.S.AWTO}

                           SLP lII Investment                                     Serafina S.A.
                            Holding S.a r.l.                                      (Luxembourg)
                             (Luxembourg)                                                                                   Approx. 13%
                                                                                          lApprox. 71.9%

                                  Approx, 15.87%
                                                                                 Intelsat Global
                                                                                 Holdings S.A.
                                                                                  Luxembour


                                                                       ’7      Intelsat Ir         it
                                                                                 Holdings 5.4 r.l.
                                                                                  (Luxembourg)

                                                                                                                                                            (Gibraltar)
                                                                              Intelsat Haldings S.A.
                                                                                  (Luxembourg)
                                                                                                                                                     Intelsat (Luxembourg)
                                                                                                                                                    Finance Company S.a r.1,
                                                                                   Intelsat S.A.                                                          (Luxembourg)
                                                                                  (Luxembourg}


                                                                            Intelsat (Luxembourg) S.A.                                              Intelsat (Poland) Sp. z 0.0.
                                                                                   (Luxembourg)                                                               (Poland)


                                                                                Intelsat Jackson                                                       Intelsat Corporation
                                                                                  Holdings S.A.                                                             (Delaware)
                                                                                 (Luxembourg)                    Intelsat Global Service LLC
                                                                                                                           (Delaware}


                                                                                     Intelsat Operations S.A.
                                                                                          (Luxembourg)
                                    Intelsat License Holdings LLC                                                      15.6%>
                                                                                                                                                  Intelsat USA Sales LLC
                                              (Delaware}                                Intelsat New Dawn
                                                                                                                                                         (Delaware)
                                                                                        (Gibraltar) Limited
                                                                                             (Gibraltar)
                                         Intelsat License LLC
                                              (Delaware}                                Intelsat New Dawn                     Intelsat General Corporation          Intelsat USA License LLC
                                                                                          Company, Ltd.                                 (Delaware)                          (Delaware)
All subsidiaries are wholly owned unless otherwise noted.                                    (Bermuda)
Intelsat Global Holdings S.A. is the entity recently approved by the FCC to control indirectly the Intelsat Licensees pursuantto a pro forma corporate reorganization. This corporate
reorganization has not yet been completed, but will be consummated prior to the Transactions contemplated by this application.
Intelsat Corporation and Intelsat Global Service LLC hald a 15.6% and a 0.02% economic interest, respectively, in Intelsat Operations S.A. They hold no voting interests or common
shares in Intelsat Operations S.A. Previously, seventeen Delaware corporations (the "Sat HoldCos") that were wholly owned subsidiaries of Intelsat Corporation owned preferred equity
certificates of Intelsat Operations S.A. All of the Sat HoldCos: were merged into Intelsat Corporation on September 30, 2011.. Intelsat Global Services LLC continues to hold 0.02%of
the preferred equity certificates and Intelsat Corporation now holds the remaining preferred equity certificates.


                                                                                                                                                                     FCC Form 603
                                                                                                                                                                       Attachment
                                                                                          Exhibit 2:
                                                                    Intelsat Licensees Ownership Following The Transactions‘


         Silver Lake Funds                                                                                       Other Investors & Intelsat
                                                                 BCP Funds                                                                                        Hotders of New Publicly
               (U.S.)                                                                                                  Management
                                                            (UK/Guernsey!France)                                                                                      Traded Shares
                                                                                                                        (U.S.NTO)

       SLP IIl Investment
        Holding S.& r.1.                                        Serafina S.A.
         (Luxembourg)                                           (Luxembourg}                                    Less than 10%                   More than 40%
                                                                                Less than 50%
                                Less than 10%o

                                                                                   intelsat Global
                                                                                   Holdings S.A. ?
                                                                                   (Luxembourg}

                                                                                 Intelsat investment
                                                                                   Holdings S.4 r..
                                                                                    (Luxembourg)
                                                                                                                                                       Intelsat (Gibraltar) Limited
                                                                                Intelsat Holdings S.A.                                                          (Gibraltar)
                                                                                    (Luxembourg)
                                                                                                                                                        Intelsat (Luxembourg)
                                                                                     Intelsat S.A.                                                     Finance Company S.a r.J.
                                                                                    (Luxembourg)                                                             (Luxembourg)


                                                                              Intelsat (Luxembourg) S.A.                                               Intelsat (Poland) Sp. z 0.0.
                                                                                     {Luxembourg)                                                                (Poland)

                                                                                  Intelsat Jackson
                                                                                    Holdings S.A.                                                         Intelsat Corporation
                                                                                    {Luxembourg)                                                               (Delaware)
                                                                                                                       Intelsat Global Service LLC
                                                                                                                                 (Delaware)

                                                                                       Intelsat Operations S.A
                                         Intelsat License Holdings LLC                       (Luxembourg)
                                                   (Delaware}                                                            15.6%°
                                                                                                                                                     intelsat USA Sates LLC
                                                                                          Intelsat New Dawn
                                                                                                                                                            (Delaware}
                                                                                          (Gibraltar) Limited
                                             Intelsat License LLC                               (Gibralter)
                                                  (Delaware)
                                                                                                                                   Intelsat General Corporation           Intelsat USA License LLC
                                                                                             Intelsat New Dawn
                                                                                                                                             (Delaware)                           (Delaware)
                                                                                               Company, Ltd.
     All subsidiaries are wholly owned unless otherwise noted.                                    (Bermuda)
2.   Intelsat Globat Holdings S.A. is the entity recently approved by the FCC to control indirectly the Intelsat Licensees pursuant to a pro forma corporate reorganization. This corporate
     reorganization has not yet been completed, but will be consummated prior to the sale transactions contemplated by this application.
3.   Intelsat Corporation and Intelsat Global Service LLC hold a 15.6% and a 0.02% economic interest, respectively, in Intelsat Operations S.A. They hold no voting interests or commonshares in
     Intelsat Operations S.A. Previously, seventeen Delaware corporations (the "Sat HoldCos®) that were wholly owned subsidiaries of Intelsat Corporation owned preferred equity certificates of
     Intelsat Operations S.A. All of the Sat HoldCos were merged into Intelsat Corporation on September 30, 2011. Intelsat Global Services LLC continues to hold 0.02% of the preferred equity
     certificates and Intelsat Corporation now holds the remaining preferred equity certificates.



Document Created: 2012-03-02 11:29:02
Document Modified: 2012-03-02 11:29:02

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