Attachment Pro Forma Attachment

This document pretains to SAT-PPL-20190524-00042 for Permitted List on a Satellite Space Stations filing.

IBFS_SATPPL2019052400042_1697484

Notification of Pro Forma Transfer ATTACHMENT 1 NOTIFICATION OF PRO FORMA TRANSFER OF CONTROL OF PERMITTED SPACE STATION LIST SATELLITE Pursuant to Section 25.137(g) of the Federal Communications Commission’s (“Commission” or “FCC”) rules, 47 C.F.R. § 25.137(g), Intelsat S.A. (“Intelsat”) notifies the Commission of the pro forma transfer of control of a non-U.S. licensed space station that has been permitted to serve the United States. Specifically, Intelsat indirectly holds a fifty percent interest in Horizons-1 Satellite LLC (“Horizons-1”), which operates the Horizons I satellite (call sign S2475) licensed by Japan at 127° W.L. that is on the Commission’s Permitted Space Station List (“Permitted List”).1 The FCC has already consented to the transaction that is the subject of this post-closing notice.2 The transaction was completed on May 2, 2019. Answer to Question 42a, Description of Transaction, Public Interest Statement: Intelsat hereby notifies the Commission of the pro forma transfer of control of the Permitted List authority held by Horizons-1 pursuant to a corporate reorganization. Under the FCC’s rules, transfers of control that do not result in a change of the actual controlling party are considered non-substantial or pro forma.3 Moreover, a “corporate reorganization that involves no substantial change in the beneficial ownership of the corporation” is presumptively considered to be non-substantial or pro forma.4 As depicted in Exhibit 2-A, prior to the corporate reorganization, Horizons-1 was owned and controlled through various direct and indirect wholly-owned subsidiaries of Intelsat S.A. The corporate change described herein involves only the insertion into the ownership chain of a new, wholly-owned subsidiary. Specifically, between Intelsat Alliance LP and Intelsat US LLC, Intelsat US Finance LLC, a Delaware limited liability company, is inserted into the ownership chain. The post-consummation ownership structure is depicted in Exhibit 2-B. This corporate change constitutes a non-substantial (pro forma) transfer of control because ultimate ownership and control of the Permitted List authority is exactly the same before and after the corporate reorganization. This internal corporate reorganization serves the public interest by creating operational and administrative efficiencies for Intelsat S.A. and its subsidiaries. 1 Horizons Satellite LLC, Petition for Declaratory Ruling to Add Horizons I to the Permitted Space Station List, Order, 18 FCC Rcd 24745 (2003) (“Horizons I Order and Authorizations”). 2 On May 2, 2019, the International Bureau granted the pro forma transfer of control of a space station license held by Horizons-3 License LLC, an indirectly wholly-owned subsidiary of Intelsat S.A. See Public Notice, Satellite Policy Branch Information, Actions Taken, DA No. 19- 382 (May 3, 2019). 3 47 C.F.R. § 63.24(d) (“Transfers of control or assignments that do not result in a change in the actual controlling party are considered non-substantial or pro forma.”). 4 47 C.F.R. § 63.24(d), Note 2.

As this notification is for a non-substantial or pro forma transfer of control, and the Commission does not generally issue a public notice seeking comment on such notifications,5 Intelsat requests that the Commission accept this notification without issuing a public notice requesting comment. Consistent with the Commission’s rules, Horizons-1 will continue to operate Horizons I in accordance with the conditions of the original order adding this satellite to the Permitted List6 unless otherwise notified by the Commission.7 Answer to Question 34, Foreign Ownership: The corporate reorganization does not affect the indirect foreign ownership in Intelsat’s subsidiaries that was previously approved by the Commission.8 Answer to Question 40, Officers, Directors, and Ten Percent or Greater Shareholders: The officers and directors/managers of Horizons-1 are as follows: Managers: Stephen Bacica Toru Mizoguchi The business address of all Horizons-1 managers is: 7900 Tysons One Place McLean, Virginia 22102 The name, address, citizenship, and principal businesses of each of Intelsat’s ten percent or greater interest holders is: Name: BC Partners Holdings Limited Address: Heritage Hall, Le Marchant Street, St Peter Port, Guernsey, Channel Islands Citizenship: Guernsey Principal Business: Investment Firm Indirect Interest: 41.1% 5 See 47 C.F.R. § 25.151(c)(5); see, e.g. File No. SAT-PPL-20120427-00078 (granted May 25, 2012). 6 See Horizons I Order and Authorization at ¶ 8. 7 47 C.F.R. § 25.137(g) (“A non-U.S.-licensed satellite that has been transferred to new owners may continue to provide service in the United States unless and until the Commission determines otherwise.”). 8 See Intelsat Holdings, Ltd. and Serafina Holdings Limited, Consolidated Application for Consent to Transfer of Control of Holders of Title II and Title III Authorizations, Memorandum Opinion and Order, 22 FCC Rcd 22,151 (2007) (“Intelsat-Serafina Order”); See Intelsat Global Holdings, S.A. Applications to Transfer Control of Intelsat Licenses and Authorizations from BC Partners Holdings Limited to Public Ownership, IB Docket No. 11-205, Order, 27 FCC Rcd 5226 (2012). -2-

Exhibit 2-A: Pre-Transaction Ownership1 BCP Funds Silver Lake Funds (UK/Guernsey/ (U.S.) France) SLP III Investment Public Shareholders, Holding S.à r.l. Serafina S.A. including Intelsat (Luxembourg) (Luxembourg) Management (U.S./WTO) Approx. Approx. 41.1% Approx. 8.8% 50.1% Intelsat S.A.2 (Luxembourg) Intelsat (Luxembourg) S.A. (Luxembourg) Intelsat Envision Holdings LLC (Delaware) Intelsat Connect Finance S.A. (Luxembourg) Intelsat Jackson Holdings S.A. (Luxembourg) Intelsat Genesis Inc. 100% 90%-95% (Delaware) (LP) Intelsat Genesis GP LLC (Delaware) Intelsat Alliance LP (Delaware) Intelsat US LLC Other Intelsat Ventures S.à r.l. (Delaware) Subsidiaries (Luxembourg) Intelsat License Other 50% Holdings LLC Subsidiaries (Delaware) Intelsat General Horizons-3 License LLC Horizons-I Satellite LLC Communications LLC (Delaware) (Delaware) (Delaware) Intelsat License LLC (Delaware) 1. All subsidiaries are wholly owned unless otherwise noted. 2. Dotted lines reflect intermediate subsidiaries not shown.

Exhibit 2-B: Post-Transaction Ownership1 BCP Funds Silver Lake Funds (UK/Guernsey/ (U.S.) France) SLP III Investment Public Shareholders, Holding S.à r.l. Serafina S.A. including Intelsat (Luxembourg) (Luxembourg) Management (U.S./WTO) Approx. Approx. 41.1% Approx. 8.8% 50.1% Intelsat S.A.2 (Luxembourg) Intelsat (Luxembourg) S.A. (Luxembourg) Intelsat Envision Holdings LLC (Delaware) Intelsat Connect Finance S.A. (Luxembourg) Intelsat Jackson Holdings S.A. (Luxembourg) Intelsat Genesis Inc. 100% 90%-95% (Delaware) (LP) Intelsat Genesis GP LLC (Delaware) Intelsat Alliance LP (Delaware) Intelsat US Finance LLC (Delaware) Intelsat US LLC Other Intelsat Ventures S.à r.l. (Delaware) Subsidiaries (Luxembourg) Intelsat License Other 50% Holdings LLC Subsidiaries (Delaware) Intelsat General Horizons-3 License LLC Horizons-I Satellite LLC Communications LLC (Delaware) (Delaware) (Delaware) Intelsat License LLC (Delaware) 1. All subsidiaries are wholly owned unless otherwise noted. 2. Dotted lines reflect intermediate subsidiaries not shown.


Document Created: 2019-05-24 15:21:01
Document Modified: 2019-05-24 15:21:01
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