Attachment Supplement

This document pretains to SES-T/C-20070731-01009 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2007073101009_585222

SQUIRE, SANDERS & DEMPSEY L.L.P. 1201 Pennsylvania Avenue, N.W. P.O. Box 407 LEGAL Washington, D.C. 20044-0407 SQUIB COUNSEL Office: +1.202.626.6600 SANDERS WORLDWIDE Fax: +1.202.626.6780 Direct: +1.202.626.6615 bolcott@ssd.com August 3, 2007 VIA ELECTRONIC MAIL Karl Kensinger Satellite Division, International Bureau Federal Communications Commission 445 12th Street S.W. Washington, D.C. 20054 Re: OuterLink Corporation Application for Transfer of Control FCC File Number SES-T/C-20070731-01009 Dear Karl: Please find attached updated narrative and illustrative attachments for the transfer of control application of Outerlink Corporation ("Outerlink"), holder of FCC licensee call sign E980203. The updated attachments include additional information and updated charts addressing the following issues: The attachments describe the voting and equity interests of Jeffrey Pollock (14% and 11%, respectively) in MerchantBanc, LLC. The attachments also describe the voting and equity interest of James E. Mann (47% and 46%, respectively) in MerchantBanc, LLC. The attachments further describe the management and control structure for MB Venture Management H, LLC ("MB Venture"), explaining that MB Venture is managed by two individuals, Jeffrey Pollock and William Wetzel, each of whom have 50% voting control over MB Venture. CINCINNATI - CLEVELAND . COLUMBUS . HOUSTON - LOS ANGELES - MIAMI . NEW FORK - PALO ALTO - PHOENIX • SAN FRANCISCO TAMPA - TYSONS CORNER - WASHINGTON DC Mo DE JANETRO I BRATISLAVA - BRUSSELS - BUDAPEST" `LONDON MADRID • MILAN MOSCOW - PRAGUE - WARSAW I BEIJING - HONG KONG - SHANGHAI - TOKYO I ASSOCIATED OFFICES: BUCHAREST - DUBLIN - KYIV www.ssd.com

SQUIRE, SANDERS & DEMPSEY L.L.P. Karl Kensinger August 3, 2007 Page 2 Please let us know if you have any further questions about these matters. cc: J. Spriggs

OuterLink Corporation Mobile Satellite Earth Station License E980203 FCC Form 312, Schedule A Narrative Attachment Description of the Transaction OuterLink Corporation ("OuterLink") holds an FCC license to operate a network of mobile satellite earth stations in the domestic Mobile Satellite Service ("MSS"). OuterLink's authorization permits it to operate up to 20,000 mobile earth terminals ("METs"), on a non- interference basis, to provide MSS in the United States via the U.S.-licensed satellite, AMSC-1, at 101° W.L. in portions of the L-band spectrum. OuterLink's MSS operations consist primarily of vehicular asset tracking services for trucks and aircraft. OuterLink Corporation is a wholly owned subsidiary of Newcomb Communications, Inc. ("Newcomb"). Although no one party currently holds a controlling equity share in Newcomb, Paul Newcomb, the founder of the company, acts as Chairman of the Board for Newcomb and designated three of the five board members. Paul Newcomb is also heavily involved in the day- to-day operations of Newcomb. Therefore, Paul Newcomb effectively holds de facto control of Newcomb. The instant application requests approval for the transfer of control of OuterLink to MB Growth Partners II, L.P. ("MB Growth"), a Delaware partnership that is affiliated with MerchantBanc, LLC. MB Growth currently holds a 19% minority share in Newcomb, Outerlink's parent company. Following the transfer of control, MB Growth will still hold a 19% equity share in Newcomb. MB Growth, however, will have de facto control over Newcomb. MB Growth will have the right to appoint three of the five members of the Board of Directors. MB Growth will also hold veto control over numerous major actions of Newcomb. Finally, MB Growth holds a convertible promissory note that would permit MB Growth to increase its equity holdings in Newcomb to 45%. The contact information for MB Growth is: MB Growth Partners II, L.P. c/o MerchantBanc 66 Hanover Street, Suite 303 Manchester, NH 03101 Attention: Jeffrey M. Pollock FRN: 0016770554 The general partner of MB Growth is MB Venture Management II, LLC ("MB Venture"). MB Venture holds a 1.28% interest in MB Growth. The contact information for MB Venture is: MB Venture Management II, LLC c/o MerchantBanc 66 Hanover Street, Suite 303 Manchester, NH 03101 Attention: Jeffrey M. Pollock

The limited partners in MB Growth have no management or operational role in MB Growth. Two limited partners hold ten percent or more of the interests in MB Growth - Paul Funk (12.76%) and Frank V. Sica (12.76%). Their contact information is as follows: Paul Funk 43 Linnaean St. Cambridge, MA 02138 Frank V. Sica 3 Westway Bronxville, NY 10708 MB Venture is a Delaware corporation. Individuals and entities holding ten percent or more of the equity in MB Venture include Frank Pinto (37.5%), Jeffrey M. Pollock (25%) and MerchantBanc, LLC (25%). MB venture has two Managing Members, Jeffrey Pollock and William E. Wetzel, Jr., each of whom hold 50% voting authority and therefore each has negative control of MB Venture. Wetzel's member interests in MB Venture are less than 10%. The contact information for these individuals (all of whom are U.S. citizens) and entities is as follows: Jeffrey M. Pollock 1444 Union Street Manchester, NH 03104 William E. Wetzel, Jr. 145 Chase Way Manchester, NH 03104 Frank Pinto 23 Alba Rd Wellesley, MA 02481 MerchantBanc, LLC 66 Hanover Street, Suite 303 Manchester, NH 03104 MerchantBanc is chartered as a limited purpose trust company in New Hampshire. Individuals and entities that hold attributable shares of the equity or voting rights of MerchantBanc include James E. Mann (47% voting/46% equity) and Jeffrey Pollock (14% voting/11% equity). The contact information for Mann (who is a U.S. citizen) is as follows: James E. Mann 10 Old Road Lane Mount Kisco, NY 10549 Each of the equity interests described above are illustrated in the accompanying chart. 2

Public Interest Showing The proposed transaction has the opportunity to result in substantial public interest benefits by providing a new source of funding to OuterLink in order to expand its service offerings. OuterLink to provide satellite-based asset tracking services to support public safety, emergency response and other critically important services. OuterLink's technology has been used to support and protect important public safety equipment, such as U.S. border patrol aircraft, ambulance helicopters and utility trucks involved in emergency power restoration. In this period of intense homeland security efforts, OuterLink's services are in even greater demand than ever. Therefore, FCC approval to transfer control of OuterLink will enable the company to make its services available to additional commercial and government customers in the United States. 3

OuterLink Pre-Transfer of Control Jeffrey Pollock James Mann 25% 14% voting/11 % equity 47% voting/46% equity <10% Frank Pinto MerchantBanc, LLC Shareholders 37.5% 25% 12.5% Paul Funk Frank Sica MB Venture <10% Management II, LLC Limited Partners Limited 73.2% Limited Partner General Partner 12.76% Partner 12.76% 1.28% MB Growth <10% Mike Crosby Paul Newcomb Andrew Joseph Partners II, LLC Shareholders 19% 16% 12% 37% 16% Newcomb Communications, Inc. 100% OuterLink Corporation

Outerl-ink Post-Transfer of Control Jeffrey Pollock James Mann 25% 14%a voting/11 % equity 47% voting/46% equity <10% Frank Pinto MerchantBanc , LLC 37.5% Shareholders 25% 12.5% MB Venture <10% Paul Funk Frank Sica Management II, LLC Limited Partners Limited General Limited Partner Partner 73.2% Partner 12.76% 1.28% 12.76% MB Growth <10% Paul Newcomb Partners II, LLC Shareholders 45% 23% 32% Newcomb Communications, Inc. 100% OuterLink Corporation Assumes convertible note exercised by MB Growth Partners II, LLC


Document Created: 0000-00-00 00:00:00
Document Modified: 0000-00-00 00:00:00
© 2025 FCC.report
This site is not affiliated with or endorsed by the FCC