Attachment Exhibit F

This document pretains to SES-T/C-INTR2018-05684 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTCINTR201805684_1529585

FCC Form 312                                                                      Exhibit F
Schedule A


                    DESCRIPTION OF TRANSACTION, PARTIES,
                       AND PUBLIC INTEREST STATEMENT

       Description of the Transaction

       This exhibit accompanies applications seeking the Commission’s consent to
transfer control of fixed earth station, VSAT network, private land mobile, and private
microwave licenses1 held by Globecomm License Sub LLC (“Globecomm License Sub”),
which is a wholly-owned subsidiary of Cosmos Holdings Acquisition Corp.
(“Cosmos”), which is a wholly-owned subsidiary of HCT Acquisition LLC (“HCT”). To
effectuate the transfer of control, SpeedCast Americas, Inc. (“SpeedCast Americas”) will
acquire HCT from its current owners.2

       Description of the Parties

       Globecomm License Sub, a Delaware limited liability company, holds licenses for
private wireless facilities, fixed earth stations, and VSAT networks, which support
Globecomm’s existing non-common carrier operations.

       Globecomm License Sub and affiliated companies (collectively, “Globecomm”)
designs, manages, and distributes voice, video, and data solutions to remote locations.
Globecomm’s multi-network satellite, fiber, and cellular infrastructure supports radio
frequency and internet provider communications for government, maritime, media,
enterprise, and oil and gas markets in over 100 countries. In addition to operating
managed network and hosted switch services, Globecomm designs and integrates
broadcast and over-the-top media content delivery solutions, complete enterprise
communications and data management systems, including Internet of Things (“IoT”)
applications, and on premise and cloud-based enterprise video platforms.

1 Application for Transfer of Control of 14 Earth Stations Licensed to Globecomm License Sub
LLC under FCC Call Signs: E060446, E090179, E120057, E120200, E070227, E010177, E020003,
E980122, E020288, E970361, E990402, E060431, E970206, E020002; Application for Transfer of
Control of 3 VSAT Networks Licensed to Globecomm License Sub LLC under FCC Call Signs:
E000251, E000277, E000278; Application for Transfer of Control of 2 Private Land Mobile
Stations Licensed to Globecomm License Sub LLC under FCC Call Signs: WQLT500, WPLH258;
Application for Transfer of Control of 2 Private Microwave Stations Licensed to Globecomm
License Sub LLC under FCC Call Signs: WQTL450, WQTL896.
2 Two Section 214 authorizations previously held by Globecomm companies (ITC-214-20030811-

00396 held by Globecomm Systems, Inc. and ITC-214-20090717-00337 held by Telaurus
Communications LLC) were surrendered on September 7, 2018, and, therefore, no transfer of
control applications have been filed for those authorizations. Globecomm does not offer or
provide common carrier services in the United States; thus, no common carrier operations are
involved in this transaction.


FCC Form 312                                                                      Exhibit F
Schedule A


       HCT is a Delaware limited liability company that, through Cosmos, wholly owns
Globecomm License Sub, and also wholly owns other Globecomm subsidiaries. HCT is
currently owned by a group of investors including: (1) Lincoln Investment Solutions,
Inc., which is a full service financial services firm; (2) American United Life Insurance
Company, a leading insurance company;3 and (3) various investment funds managed
by Cerberus Capital Management II, LP and Tennenbaum Capital Partners, LLC, both
of which are investment management firms.

       SpeedCast Americas is an indirect, wholly-owned subsidiary of SpeedCast
International Limited, an Australian publicly-traded company. SpeedCast Americas, its
parents, and its affiliates (together, “SpeedCast”) provide fully managed
communications, IT and digital solutions via a global, multi-access-technology, multi-
band and multi-orbit network of 70+ satellites and an interconnecting global terrestrial
network, bolstered by extensive on the ground local support from 40+ countries. This
global “network of networks” offers robust, integrated infrastructure for mission critical
applications. Speedcast extends its managed services through differentiated technology
offerings including cybersecurity, crew welfare, content solutions, data and voice
applications and network systems integration services. Speedcast serves more than
2,000 customers in over 140 countries in sectors such as Maritime, Energy, Mining,
Enterprise, Media, Cruise, NGOs and Government. The ownership structure of
SpeedCast Americas is set forth in Exhibit E.

       Public Interest Statement

       No change in the operation or use of the FCC-licensed facilities is expected as a
result of the grant of this proposed transfer of control. Grant of this application will
enable Globecomm to continue providing competitive non-common carrier services to
subscribers by taking advantage of SpeedCast’s scale and capabilities.

       At the same time, the proposed transfer of control will not have any adverse
impact on competition because neither company has significant market share in any
relevant market. Instead, the proposed transaction is likely to spur competition by
putting Globecomm in a better position financially and operationally to compete in
global markets.

       Accordingly, the public interest would be served by prompt consent to this
application.


3
 Lincoln Investment Solutions, Inc. and American United Life Insurance Company are parties
to investment management agreements with HPS Investment Partners, LLC, a leading
investment management firm.



Document Created: 2018-09-11 16:57:41
Document Modified: 2018-09-11 16:57:41

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