> **DA 07-2163**

**Released: May 23, 2007**

**AUTHORIZATIONS GRANTED**

**TELENOR ASA, TRANSFEROR, AND INCEPTUM 1 AS, TRANSFEREE, SEEK FCC
CONSENT TO TRANSFER CONTROL OF LICENSES AND AUTHORIZATIONS AND A
DECLARATORY RULING ON FOREIGN OWNERSHIP**

**IB Docket No. 06-225**

By the Chief, International Bureau; Chief, Wireless Telecommunications
Bureau; Chief, Office of Engineering and Technology:

Telenor ASA ("Telenor" or the "Transferor"), Inceptum 1 AS ("Inceptum"
or the "Transferee"), and Telenor Satellite Services AS ("TSS" and,
together with the Transferor and the Transferee, the "Applicants") filed
a series of applications pursuant to sections 214 and 310(d) of the
Communications Act of 1934, as amended (the "Act"), and a petition for
declaratory ruling under section 310(b)(4) of the Act.[^1] In these
applications, the Applicants seek Commission approval to transfer
control of Commission licenses and authorizations held by subsidiaries
of TSS to Inceptum. TSS is the indirect parent of Telenor Satellite Inc.
("TSI"), Telenor Satellite Services, Inc. ("TSSI"), GMPCS Personal
Communications, Inc., and Marlink, Inc. (collectively, the "TSS
Subsidiaries"). TSI holds international section 214 authorizations,
fixed and mobile earth station licenses, experimental authorizations,
and a business radio license. TSI, GMPCS Personal Communications, Inc.
and Marlink, Inc. each hold international section 214 authorizations.
TSI and TSSI each have pending applications for authority to provide
Broadband Global Area Network ("BGAN") service.[^2] The Applicants also
request a declaratory ruling that the public interest would not be
served by denying approval of Inceptum's indirect foreign ownership in
TSI.[^3]

Upon consideration of the record, we find the Applicants have met their
burden and that grant of the Applications and the petition for
declaratory ruling, as conditioned herein, will serve the public
interest, convenience and necessity.[^4] There is no evidence in the
record to suggest that Inceptum lacks the basic qualifications to be the
transferee of the licenses and authorizations held by TSI.[^5] Nor does
the record contain persuasive evidence that the proposed transfer of
control would harm competition in the relevant U.S. telecommunications
markets.[^6] We also find that it would not serve the public interest to
prohibit the indirect foreign ownership of TSI in excess of the 25%
benchmark in section 310(b)(4).[^7]

Telenor is a Norwegian company that provides mobile communications
services worldwide as well as wireline and broadcast services in the
Nordic region. The government of Norway is the single largest Telenor
shareholder, with a 53.99% voting and equity interest in the company.
Through its subsidiaries, TSS offers a range of satellite services,
including fixed, mobile and hybrid offerings to enterprise and
government users.

Inceptum is a Norwegian company that is currently indirectly owned by
Apax France VI FCPR (Apax France) (72%), Amboise Investissement SCA
(Amboise) (20%), and Altamir & Cie SCA (Altamir) (8%) (Apax France,
Amboise and Altamir are together referred to as the "Apax Funds"). Apax
France is a *fonds commun de placement à risques* (an investment fund)
organized under French law. Amboise and Altamir are each organized in
France as *Société en Commandite par Action,* entities equivalent to
limited partnerships in the United States (limited partnership with
shares). The Apax Funds hold their ownership interests in Inceptum
through Mobsat Group Holding Sarl, a Luxemburg company, and its direct
and indirect wholly-owned subsidiaries, Mobsat Holding 2 BV and Mobsat
Holding 1 BV, both of which are organized in the Netherlands.[^8]
Inceptum anticipates that, at closing of the proposed transaction, GEAM
International Private Equity Fund, L.P. ("GEAM International") will
acquire an indirect ownership interest in Mobsat Group Holding Sarl
through several newly-formed holding companies.[^9] GEAM International
is a private equity fund organized in Delaware that is sponsored by GE
Asset Management, Inc. According to Inceptum, although the details of
GEAM International's co-investment are still being decided, the parties
expect GEAM International to acquire indirectly between 15% and 18% of
the ownership interests in Mobsat Group Holding Sarl, which will dilute
the ownership interests of the Apax Funds.[^10] Thus, the indirect
ownership interests in Inceptum are expected to be as follows upon
closing: Apax France (59.0% to 61.2%), Amboise (16.4% to 17.0%), Altamir
(6.6% to 6.8%) and GEAM International (15% to 18%).[^11]

Pursuant to a Share Purchase Agreement, Inceptum has agreed to acquire
all of the outstanding shares of capital stock of TSS. Once Inceptum
acquires TSS, the shares of Telenor Satellite Services Holdings, Inc.
("TSSH"), the immediate parent of the TSS Subsidiaries, will be merged
into Mobsat Holding US, Inc. ("Mobsat Holding"), a wholly-owned, direct
subsidiary of Inceptum. Thus, the TSS Subsidiaries will become
indirectly wholly owned by Inceptum through Mobsat Holding.[^12]

Two parties submitted comments on the applications: Mobile Satellite
Ventures Subsidiary LLC ("MSV"), and Inmarsat Global Ltd. ("Inmarsat").
In addition, the Department of Homeland Security ("DHS"), with the
concurrence of the Department of Justice ("DOJ") and the Federal Bureau
of Investigation ("FBI," and together with DHS and DOJ, the "Executive
Branch Agencies") petitioned the Commission to defer action on the
applications pending resolution of potential national security, law
enforcement, and public safety issues.

[MSV and Inmarsat Comments:]{.underline}

MSV requests that the Commission limit the aggregate number of BGAN
terminals authorized under Special Temporary Authority ("STA") to
Telenor and FTMSC US LLC ("FTMSC"), which would be under the same
ultimate ownership as Telenor if the proposed transaction is approved,
to no more than 5,000 terminals, rather than 5,000 each (for a total of
10,000 terminals).[^13] MSV argues that limiting the number of
authorized BGAN terminals will serve the public interest by mitigating
interference to MSV and its customers.[^14] Applicants respond that this
is not the appropriate proceeding to address MSV's concerns, but rather
those issues should be dealt with in connection with the relevant BGAN
applications.[^15] They further argue that the STAs for the BGAN
terminals are expressly subject to a non-interference condition, and MSV
has never claimed the BGAN terminal operations are resulting in actual
harmful interference to its services.[^16] MSV replies that, given the
sluggish demand for BGAN service, the Commission has authorized an
excessive number of BGAN terminals under STA, and Telenor and FTMSC will
not need authority for 5,000 or 10,000 BGAN terminals.[^17]

Inmarsat argues that the proposed transaction would undermine the
Inmarsat privatization by allowing the consolidation of two of the
full-service, global distributors of Inmarsat mobile satellite services
(MSS) -- Telenor and FTMSC. According to Inmarsat, Telenor and FTMSC
account for approximately 40% of all Inmarsat global services.[^18]
Inmarsat contends that the effect of this consolidation would harm end
users and resellers of Inmarsat services as well as Inmarsat and
competitive choices available to U.S. businesses, local, state, and
federal governments and the U.S. military.[^19] Inmarsat also maintains
that consolidation of the two distributors is not consistent with the
goals of the ORBIT ACT, which mandates privatization in a manner that
fosters competition.[^20] Inmarsat asks the Commission to examine the
proposed consolidation and associated impact on access to Inmarsat
services by U.S. businesses and government users.[^21] Applicants
respond that Inmarsat's concerns relate to purely private contractual
matters arising out of its commercial agreements with its distributors
and that the Commission should not address those issues in the context
of this transaction.[^22] Applicants also argue that because BGAN
service is the only Commission-authorized service provided by FTMSC in
the United States, which has a very small market at this time, the
common affiliation of FTMSC and Telenor will not adversely affect
competition in the United States.[^23] Inmarsat replies that the
anti-competitive incentives created by the common affiliation of FTMSC
and Telenor limit the choices available to U.S.-based users of Inmarsat
service even when they are outside the United States.[^24]

Based on our review of the record, we conclude that the comments of MSV
and Inmarsat do not merit denial of the applications or the imposition
of conditions on the grant. The issues raised by MSV and Inmarsat in
their comments are not directly related to the proposed transaction, and
as we explain below there are more appropriate avenues for them to seek
redress.

With respect to the MSV comments, the Commission has before it
applications from Telenor and FTMSC, among others, to provide BGAN
service.[^25] It is in the context of such applications that it is
appropriate for MSV to raise issues regarding the number of authorized
BGAN terminals and potential interference issues.

We find that Inmarsat has failed to raise a substantial material
question of fact with respect to the alleged adverse effect on
competition. Inmarsat concedes that it faces vibrant competition from a
wide range of other satellites services.[^26] Inmarsat's arguments
regarding any adverse competitive affect of the transaction in the U.S.
market are speculative, particularly given the small presence that FTMSC
currently has in the U.S.-market.[^27] Inmarsat's concern derives from
the distribution structure which was imposed on it during privatization.
Inmarsat states that the problem presented by the transaction arises
from the remaining vestiges of an anachronistic and inflexible
distribution structure perpetuated by former Inmarsat signatories from
Inmarsat's pre-privatization days that requires distribution of Inmarsat
service through "middlemen" and severely restricts appointment of
additional distributors.[^28] In this respect, we note that Congress
contemplated in the ORBIT Act that certain types of Inmarsat services
that may be used for national security, law enforcement, health and
safety purposes would be available directly from a privatized Inmarsat
as well as indirectly from distributors and other entities.[^29]
Inmarsat does not provide specific information that its
post-privatization distribution arrangements are an impediment to
realizing Congressional expectations on the availability of services for
such purposes.[^30] Should this circumstance arise, any Commission
examination of Inmarsat's post-privatization distribution arrangements
in view of Congress' expectations expressed in the ORBIT Act would be
separate from this proceeding.

[National Security and Law Enforcement Issues:]{.underline}

Applicants initially requested that the Commission condition grant of
the authorizations and transfer of control applications on compliance
with their existing Network Security Agreement and Implementation Plan
("2001 Network Security Agreement").[^31] On March 9, 2007, the
Executive Branch Agencies filed a Petition to Adopt Conditions to
Authorizations and Licenses ("Petition"). The Petition states that the
Executive Branch Agencies have no objection to the grant of the
applications provided that the Commission conditions its approval on
Inceptum abiding by the commitments and undertakings in its February 26,
2007 letter to the Executive Branch agencies.[^32] 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 investment is involved. Under Commission
precedent, we defer to the Executive Branch's expertise on national
security and law enforcement issues.[^33] In accordance with the request
of the Executive Branch agencies, we condition the grant of the
applications and petition on compliance with the 2001 Network Security
Agreement and the commitments and undertakings in the February 26, 2007
Letter.

[Section 310(b)(4) Foreign Ownership Declaratory Ruling]{.underline}:

We find, subject to certain conditions, that the public interest would
be served by allowing the proposed indirect foreign ownership of TSI in
excess of the 25 percent benchmark under section 310(b)(4) of the Act.
We examine in Appendix B the citizenship or "principal place of
business" of the foreign individuals and entities that will hold,
directly or indirectly, equity or voting interests in Mobsat Holding,
the Delaware corporation that will wholly own TSI, a common carrier
licensee. Based on our review of the record, as reflected in the
analysis in Appendix B, we find that the majority of these equity and
voting interests are properly ascribed to individuals or entities that
are citizens of, or that principally conduct business in, countries that
are Members of the World Trade Organization ("WTO"). Accordingly, TSI is
entitled to a rebuttable presumption that its proposed indirect foreign
ownership through MobSat Holding would not pose a risk to competition in
the U.S. market,[^34] and we find no credible evidence in the record to
rebut this presumption. Further, we find that the Petition to Adopt
Conditions to Authorizations and Licenses filed by the Executive Branch
Agencies addresses any national security or law enforcement
concerns.[^35] We therefore conclude, pursuant to section 310(b)(4) of
the Act, that it would not serve the public interest to prohibit the
proposed indirect foreign ownership of TSI, subject to the conditions
set forth below.

Generally, the section 310(b)(4) rulings the Commission issues to common
carrier licensees under the *Foreign Participation Order* approve
specific indirect equity and/or voting interests made by named foreign
investors from WTO Member countries and provide an allowance for an
additional, aggregate 25 percent amount of unidentified foreign equity
and/or voting interests. As explained in Appendix B, we find that France
is the principal place of business of MobSat Holding's 100% direct
parent, Inceptum, and of all the other foreign-organized holding
companies situated above Inceptum in the vertical ownership chain
through which the Apax Funds and GEAM International will hold their
indirect equity and voting interests in Inceptum (*i.e*., MobSat Group
Holding Sarl, MobSat Holding 2 BV, and MobSat Holding 1 BV). In
addition, we find that France is the principal place of business of the
foreign-organized Apax Funds and of the foreign-organized entities that
manage or have a direct or indirect controlling interest in the
funds.[^36] We further find that the shareholders of these controlling
interest holders are all citizens of France, the United Kingdom, and the
United States. Thus, we ascribe to WTO Member countries the foreign
equity and voting interests that will be held indirectly in MobSat
Holding by the Apax Funds and their controlling interest holders. The
holding company structure that will be used to facilitate the GEAM
International co-investment requires that we calculate for these
investing entities additional indirect foreign equity and voting
interests in MobSat Holding. All of these interests, however, represent
WTO Member investment. We also find it reasonable to conclude that, upon
closing of the proposed transaction, investors from the United States
and other WTO Members countries will hold indirectly at least 75% of the
equity and voting interests in MobSat Holding as a result of the passive
equity investment in the Apax Funds and GEAM International. We treat as
non-WTO investment 20.14% of the equity and voting interests that will
be held indirectly in MobSat Holding by limited partners of Amboise and
Altamir (two of the Apax Funds) whose citizenship is not clear from the
record. We also treat as non-WTO investment a 0.004% equity and 1.8%
voting interest that will be held indirectly in MobSat Holding by
foreign shareholders of General Electric Company, due to insufficient
information in the record as to their citizenship. We therefore treat
20.144% of the equity interests (20.14% + 0.004%) and 21.94% of the
voting interests (20.14% + 1.8%) in MobSat Holding as non-WTO ownership
for purposes of the foreign ownership ruling below.[^37]

Accordingly, this ruling permits TSI to be owned indirectly by: (1)
MobSat Group Holding Sarl, MobSat Holding 2 BV, MobSat Holding 1 BV, and
Inceptum (individually, up to and including 100% of the equity and
voting interests); (2) Maurice Tchenio (up to and including 100% of the
voting interests); (3) Apax France (up to and including 61.20% of the
equity and voting interests); (4) through Apax France, Apax Partners SA
("APSA") (individually) and its named direct and indirect shareholders
(collectively) (up to and including a less-than-one percent equity
interest and 61.20% voting interest); (5) the Apax France passive
foreign investors identified in the record (collectively, up to and
including 43.78% of the equity and 71.53% of the voting interests); (6)
Amboise (up to and including 17.00% of the equity and voting interests);
(7) Apax Partners et Compagnie Gerance II SAS and Societe Europeenne
Iena SAS (individually) and their named direct and indirect shareholders
(collectively) (up to and including 17.00% of the voting interests); (8)
Altamir (up to and including 6.8% of the equity and voting interests);
(9) Apax Partners & Cie Gerance SA (individually) and its named direct
and indirect shareholders (collectively) (up to and including 6.8% of
the voting interests); (10) as "floating limited partners" of Amboise or
Altamir: MMG SAS, other named entities and individuals that manage or
control Amboise and Altamir, and funds managed by subsidiaries of
Fidelity International Limited and FMR Corp. (collectively, up to and
including 3.66% of the equity and voting interests); (11) Apax Parallel
Investment V, L.P. and Summer Street Satellite Holding Company, Ltd.
(individually, up to and including 18% of the equity and voting
interests); (12) through Apax Parallel Investment V, L.P., Apax
Satellite, LLC and APSA (individually) and APSA's named direct and
indirect shareholders (collectively) (up to and including a
less-than-one percent equity interest and 18.0% voting interest); and
(13) the GEAM International foreign limited partners identified in the
record (collectively, up to and including 6.10% of the equity and voting
interests).

TSI may accept up to and including an additional aggregate 25% indirect
foreign equity and/or voting interests from these foreign investors and
other foreign investors without seeking prior Commission approval under
section 310(b)(4) subject to two conditions. First, for purposes of
calculating the aggregate 25% amount, TSI shall include all equity and
voting interests held by foreign investors of Amboise and Altamir, with
the exception of the shareholdings approved in the foregoing
paragraph;[^38] and the foreign equity and voting interests held in
General Electric Company. Second, TSI shall seek prior approval before
any foreign individual or entity other than Apax Partners SA and its
named direct and indirect shareholders acquires individually an indirect
equity and/or voting interest in TSI that exceeds 25%. In order to
account for fluctuations in the trading of shares in Amboise and
Altamir, this ruling shall also permit TSI to accept up to and including
an additional aggregate 3.0% indirect foreign equity and/or voting
interests from the Apax Funds' controlling interest holders and from
their respective named direct and indirect foreign shareholders.[^39]

Notwithstanding the provisions of this ruling, TSI shall at all times
comply with the separate requirement for Commission consent to transfer
or assign licenses under section 310(d) of the Act. We emphasize that,
as a Commission licensee, TSI has an affirmative duty to monitor its
foreign equity and voting interests and to calculate these interests
consistent with the attribution principles enunciated by the Commission.

[Foreign Carrier Affiliations]{.underline}:

The Applicants state that, upon consummation of the proposed
transaction, the TSS Subsidiaries will no longer be affiliated with the
incumbent carrier in Norway, or with any other carrier that possesses
market power on the foreign end of U.S. international routes.[^40]
Therefore, pursuant to section 63.10 of the Commission's rules, we
classify the TSS Subsidiaries as non-dominant international carriers
between the U.S. and all international points, including Norway,
effective upon closing.

[Procedural Issues]{.underline}:

The grant of these applications is conditioned on the Applicants
notifying the Commission in writing, prior to the consummation of this
transaction, of the precise ownership interests of each person or entity
that will acquire directly or indirectly at least 10 percent of the
equity or voting interests in MobSat Holding US, Inc.

Grant of this application is without prejudice to any enforcement action
by the Commission for non-compliance with the Commission\'s rules.

The consummation of this transaction shall be completed within 60 days
from the date of authorizations.[^41] Within 30 days of consummation,
the Commission shall be notified by letter of the date of consummation
and the file numbers of the applications involved in the
transaction.[^42] Failure to comply with all relevant Commission rules
and policies, and any specific conditions of this grant, could result in
the imposition of fines and forfeitures.  

Pursuant to section 1.103 of the Commission's rules, the grant is
effective upon release of this Public Notice.[^43] Petitions for
reconsideration under section 1.106 or applications for review under
section 1.115 of the Commission's rules may be filed within 30 days of
this Public Notice.[^44]

-FCC-

# APPENDIX A

# Section 214 applications

***Part 63 -- International Section 214 Authorizations***

+------------------+---------------------------+-----------------------+
| **[File          | **[Authorization          | **[Authorization      |
| No               | Holder]{.underline}**     | Number]{.underline}** |
| .]{.underline}** |                           |                       |
+==================+===========================+=======================+
| ITC-T/           | Telenor Satellite Inc.    | IT                    |
| C-20061129-00529 |                           | C-214-20020926-00462, |
|                  |                           | *et al*.              |
+------------------+---------------------------+-----------------------+
| ITC-T/           | GMPCS Personal            | I                     |
| C-20061129-00531 | Communications, Inc.      | TC-214-20001219-00728 |
+------------------+---------------------------+-----------------------+
| ITC-T/           | Marlink, Inc.             | I                     |
| C-20061129-00530 |                           | TC-214-20010529-00341 |
|                  | Telenor Satellite         |                       |
| ITC-T/           | Services, Inc.            | I                     |
| C-20061215-00575 |                           | TC-214-20061213-00558 |
+------------------+---------------------------+-----------------------+
| **[File          | **                        | **[Application        |
| No               | [Applicant]{.underline}** | Number]{.underline}** |
| .]{.underline}** |                           |                       |
+------------------+---------------------------+-----------------------+
| ITC-T/           | Telenor Satellite         | I                     |
| C-20061215-00575 | Services, Inc.            | TC-214-20061213-00559 |
+------------------+---------------------------+-----------------------+

# section 310(b)(4) pETITION FOR DECLARATORY RULING

  --------------------------------------------------------------------------
  **[File                  **[Applicant]{.underline}**   
  No.]{.underline}**                                     
  ------------------------ ----------------------------- -------------------
  ISP-PDR-20061129-00017   Inceptum 1AS                  

  --------------------------------------------------------------------------

# Section 310(d) applications

***Part 25 -- Satellite Earth Station Authorization Applications***

  ----------------------------------------------------------------------------------------------------------
  **[File                  **[Licensee]{.underline}**   **[Type of Station             **[Lead Call
  No.]{.underline}**                                    Authorization]{.underline}**   Sign]{.underline}**
  ------------------------ ---------------------------- ------------------------------ ---------------------
  SES-T/C-20061129-02062   Telenor Satellite Inc.       Fixed earth stations           E890649, *et al.*

  SES-T/C-20061129-02063   Telenor Satellite Inc        Mobile earth stations          E000280, *et al.*
  ----------------------------------------------------------------------------------------------------------

***Part 90 -- Wireless Radio Services Application***

  --------------------------------------------------------------------------
  **[File                 **[Licensee]{.underline}**   **[Lead Call
  No.]{.underline}**                                   Sign]{.underline}**
  ----------------------- ---------------------------- ---------------------
  0002817301              Telenor Satellite Inc.       KB42877

  --------------------------------------------------------------------------

***Part 5 -- Experimental Application***

  ---------------------------------------------------------------------------
  **[File                 **[Licensee]{.underline}**   **[Call
  No.]{.underline}**                                   Signs]{.underline}**
  ----------------------- ---------------------------- ----------------------
  0030-EX-TU-2006         Telenor Satellite Inc.       WC2XNE, WC2XRT,
                                                       WD2XLH*.*

  ---------------------------------------------------------------------------

**APPENDIX B**

**SECTION 310(b)(4) ANALYSIS**

The following analysis of the ownership information provided for the
record by Inceptum, the transferee, provides the basis for our findings
and conclusions under section 310(b)(4) of the Act.[^45] The calculation
of foreign ownership interests below is consistent with the methodology
described and undertaken by the Commission in other decisions in which
it has issued declaratory rulings under Section 310(b)(4).[^46]

TSI's U.S. parent, MobSat Holding, will be a direct, wholly-owned
subsidiary of Inceptum, a holding company organized under the laws of
Norway. Inceptum is wholly owned by MobSat Holding 1 BV, which, in turn,
is wholly owned by MobSat Holding 2 BV, both of which are Netherlands
private limited liability companies. MobSat Holding 2 BV is wholly owned
by MobSat Group Holding Sarl, a Luxembourg limited liability company
that is currently owned by Apax France (72% equity and voting
interests), Amboise (20% equity and voting interests) and Altamir (8%
equity and voting interests) (collectively, the "Apax Funds"). Each of
the Apax Funds is organized under the laws of France. Inceptum
anticipates that, at closing of the proposed transaction, GEAM
International Private Equity Fund, L.P. (GEAM International) will
acquire an indirect ownership interest in MobSat Group Holding Sarl
through several newly-formed holding companies.[^47] GEAM International
is a private equity fund organized in Delaware that is sponsored by GE
Asset Management. According to Inceptum, although the details of GEAM
International's co-investment are still being decided, the parties
expect GEAM International to acquire between 15% and 18% of the
ownership interests in Mobsat Group Holding Sarl, which will dilute the
ownership interests of the Apax Funds. Thus, the indirect ownership
interests in Inceptum are expected to be as follows upon closing: Apax
France (59.0% to 61.2%), Amboise (16.4% to 17.0%), Altamir (6.6% to
6.8%) and GEAM International (15% to 18%).

Because the exact equity ownership interest to be held by the Apax Funds
and GEAM International have not yet been finalized, we base our
calculations of the foreign equity and voting interests that will be
held in TSI's U.S. parent, MobSat Holding, on the maximum proposed level
of ownership by each Apax Fund and by GEAM International. [^48]

**Foreign Equity and Voting Interests to be Held By Inceptum and its
Parent Companies**. At the outset, we calculate that Inceptum and each
of its above-named 100% direct and indirect parent companies
(collectively, the "Inceptum Parent Companies") will hold, directly or
indirectly, up to and including a 100% equity and voting interest in
MobSat Holding. We also find that Inceptum, MobSat Holding 1 BV, MobSat
Holding 2 BV, and MobSat Group Holding Sarl each has its principal place
of business in France, a WTO Member country.[^49] Accordingly, we find
that these indirect foreign equity and voting interests in MobSat
Holding are properly ascribed to a WTO Member country for purposes of
our public interest analysis under Section 310(b)(4) and the
Commission's foreign ownership policies for common carrier licensees.

**Foreign Equity and Voting Interests to be Held By and Through the Apax
Funds.** We next calculate the foreign equity and voting interests that
will be held indirectly in MobSat Holding by and through the Apax Funds.
Ultimate control of the Apax Funds is held by Maurice Tchenio, a French
citizen.[^50] The vast majority of the equity interests in the Apax
Funds are held by investors that have no control or right to control the
management or voting of shares held indirectly by the Apax Funds in
MobSat Holding.[^51]

We analyze first the foreign equity and voting interests that will be
held indirectly in MobSat Holding by and through Apax France. As noted
above, Apax France will hold between 59.0% and 61.20% of the indirect
equity and voting interests in MobSat Holding (through the Inceptum
Parent Companies). Apax France is controlled by its Investment Fund
Manager, Apax Partners SA (APSA).[^52] APSA's controlling, majority
shareholder is MMG SAS, which is, in turn, owned indirectly by Maurice
and Romain Tchenio, both French citizens.[^53] APSA holds a *de minimis*
equity interest in Apax France that rounds to 0.00%.[^54] Individuals
involved in the management of Apax France hold an aggregate 0.89% equity
interest in Apax France.[^55] Passive investors hold the remaining
equity interests in Apax France.

Consistent with our foreign ownership case precedent, we calculate that
Apax France will hold indirectly up to a 61.20% equity and voting
interest in MobSat Holding. We also calculate that APSA, which controls
Apax France, and the named direct and indirect shareholders of APSA in
the aggregate, will hold indirectly up to a less-than-one percent
(rounding to 0.00%) equity interest and a 61.20% voting interest in
MobSat Holding. We also attribute to Maurice Tchenio individually,
because he controls Apax France, up to a 61.20% indirect voting interest
in MobSat Holding. We find that each of these named individuals and
entities is a citizen of, or has its principal place of business in,
France, the United Kingdom or the United States.[^56] Accordingly, we
find that these indirect equity and voting interests in MobSat Holding
are properly ascribed to WTO Member countries for purposes of our public
interest analysis under Section 310(b)(4) and the Commission's foreign
ownership policies for common carrier licensees.

We also find that 71.53% of the equity interests in Apax France are held
by foreign investors, all of which are citizens of, or have their
principal places of business in, WTO Member countries.[^57] Consistent
with our foreign ownership case precedent, we apply the multiplier to
calculate the percentage of indirect foreign equity that will be held in
MobSat Holding through Apax France. Thus, we calculate that foreign
investors from WTO Member countries will hold indirectly up to 43.78% of
the equity interests in MobSat Holding (71.53% x 61.20%). Consistent
with our foreign ownership case precedent, we also calculate a voting
interest for these passive foreign investors. Because Apax France holds
indirectly a majority, controlling interest in MobSat Holding, we do not
apply the multiplier to calculate the voting interest of these Apax
France foreign investors. We attribute to them an indirect 71.53% voting
interest in MobSat Holding (71.53% x 100%). We find that the remaining
28.47% equity interest held by passive investors in Apax France is
properly ascribed to U.S. citizens and to entities that are both
organized in and have their principal places of business in the United
States. Thus, we find that U.S. investors will hold, through Apax
France, up to an indirect 17.42% equity interest (28.47% x 61.20%) and
28.47% voting interest (28.47% x 100%) in MobSat Holding.

We next analyze the foreign equity and voting interests that will be
held indirectly in MobSat Holding by and through Amboise. As noted
above, Amboise will hold between 16.4% and 17.0% of the indirect equity
and voting interests in MobSat Holding (through the Inceptum Parent
Companies). Amboise is controlled by its managing general partner, Apax
Partners et Compagnie Gerance II SAS (APCG II). Amboise's non-managing
general partner is Societe Europeenne Iena SAS (SEI). Amboise, APCG II
and SEI are organized in France and have their principal places of
business in France. All individuals and entities that have a direct or
indirect equity or voting interest in APCG II and SEI are citizens of,
or have their principal places of business in, France, the United
Kingdom or the United States.[^58] Maurice Tchenio ultimately controls
both APCG II and SEI, neither of which has any equity interest in
Amboise.[^59] All equity investment in Amboise is held in the form of
limited partnership interests.

Consistent with our foreign ownership case precedent, we calculate that
Amboise will hold indirectly up to 17.0% of the equity and voting
interests in MobSat Holding. We also calculate that Amboise' general
partners, APCG II and SEI, and their named direct and indirect
shareholders in the aggregate, will hold indirectly up to a 17.0% voting
interest in MobSat Holding. We also attribute to Maurice Tchenio
individually, because he controls Amboise, up to a 17.00% indirect
voting interest in MobSat Holding. We find that these indirect voting
interests in MobSat Holding are properly ascribed to WTO Member
countries for purposes of our public interest analysis under Section
310(b)(4) and the Commission's foreign ownership policies for common
carrier licensees. As noted above, all equity investment in Amboise is
held in the form of limited partnership interests. All equity investment
in Altamir is held in the same manner. We analyze the Amboise limited
partnership interests below, together with our calculation of foreign
investment in Altamir.

Altamir will hold between 6.6% and 6.8% of the indirect equity and
voting interests in MobSat Holding (through the Inceptum Parent
Companies). Altamir is controlled by its sole general partner, Apax
Partners & Cie Gerance SA (APCG). Altamir and APCG are organized in
France and have their principal places of business in France. All
individuals and entities that have a direct or indirect equity or voting
interest in APCG are citizens of, or have their principal places of
business in, France, the United Kingdom or the United States. [^60]
Maurice Tchenio ultimately controls APCG, which does not hold any equity
interest in Altamir.[^61] All equity investment in Amboise is held in
the form of limited partnership interests.

Consistent with our foreign ownership case precedent, we calculate that
Altamir will hold indirectly up to 6.8% of the equity and voting
interests in MobSat Holding. We also calculate that Altamir's general
partner, APCG, and its named direct and indirect shareholders in the
aggregate, will hold indirectly up to a 6.8% voting interest in MobSat
Holding. We also attribute to Maurice Tchenio individually, because he
controls Altamir, up to a 6.8% indirect voting interest in MobSat
Holding. We find that these indirect voting interests in MobSat Holding
are properly ascribed to WTO Member countries for purposes of our public
interest analysis under Section 310(b)(4) and the Commission's foreign
ownership policies for common carrier licensees.

Shares of Amboise and Altamir are publicly traded in France on the
Euronext exchange. Applicants states that Amboise and Altamir have
limited information regarding the shareholders that have identified
themselves as owning an interest in the companies in excess of the
applicable thresholds that trigger notification to the authorities in
France, which is also released to the public. Inceptum has identified
the entities that have made declarations of ownership in Amboise and
Altamir and provided publicly available information on these entities.
MMG SAS holds a 7.25% interest in Amboise.[^62] In addition, Inceptum
states that other entities and individuals that manage Amboise
collectively hold approximately 1-1.5% of its capital.[^63] Funds
managed by subsidiaries of Fidelity International Limited and FMR Corp.
(better known as Fidelity Investments), hold an aggregate 10.86%
interest in Amboise.[^64] Based on this information, it is reasonable to
conclude that investors with a principal place of business in the United
States or other WTO Member countries hold at least 19.11% of the equity
investment in Amboise (7.25% + 1% + 10.86%).[^65] Applying the
multiplier, this amount represents a 3.25% equity and voting interest in
MobSat Holding through Amboise (19.11% x 17.00%). The record also
indicates that Maurice Tchenio holds a 0.37% interest in Altamir and
that funds managed by subsidiaries of Fidelity International Limited and
FMR Corp. hold a 5.68% interest in Altamir. Based on this information,
it is reasonable to conclude that investors from the United States or
other WTO Member countries hold at least 6.05% of the equity investment
in Altamir (5.68% + 0.37%). Applying the multiplier, this amount
represents a 0.41% equity and voting interest in MobSat Holding through
Altamir (6.05% x 6.8%). Thus, we calculate that investors from the
United States or other WTO Member countries will hold indirectly up to
3.66% (3.25% + 0.41%) of the equity and voting interests in MobSat
Holding as a result of their limited partnership interests in Amboise
and Altamir. The record does not support further conclusions about the
limited partner investment in Amboise and Altamir without additional
information from the Applicants, such as the results of a survey of the
companies' limited partners. Accordingly, consistent with our foreign
ownership case precedent, we treat as non-WTO investment 80.89% of the
equity and voting interests in Amboise (100% - 19.11%), which amounts to
an indirect 13.75% equity and voting interest in MobSat Holding (80.89%
x 17%). We also treat as non-WTO investment 93.95% of the equity and
voting interests in Altamir (100% - 6.05%), which amounts to an indirect
6.39% equity and voting interest in MobSat Holding (93.95% x 6.8%).
Thus, for purposes of our public interest analysis under Section
310(b)(4) of the Act and the Commission's foreign ownership policies
adopted in the *Foreign Participation Order*, we treat as non-WTO
investment the 20.14% indirect equity and voting interests that will be
held indirectly in MobSat Holding by foreign limited partners of Amboise
and Altamir (13.75% + 6.39%).

**Foreign Equity and Voting Interests to be Held Through GEAM
International and API V.** According to Inceptum, at closing of the
proposed transaction, GEAM International will acquire indirectly between
15% and 18% of the indirect equity and voting interests in MobSat
Holding (through the Inceptum Parent Companies). The GEAM International
investment will be structured as follows: GEAM International, a Delaware
limited partnership, will wholly own Summer Street Satellite Holding
Company, Ltd. ("Summer Street"), a company organized in the Cayman
Islands.[^66] Summer Street, in turn, will invest in a Delaware limited
partnership called Apax Parallel Investment V, L.P. ("API V"). API V
will be the entity that makes the 15% to 18% investment in the MobSat
Group Holding Sarl. Summer Street will be the sole limited partner of
API V and will have an ownership interest in API V of nearly 100%. API V
will have no officers or directors but will act through its general
partner. The general partner of API V will be Apax Satellite, LLC ("Apax
Satellite"), a special-purpose limited liability company organized in
Delaware. Apax Satellite will be managed by its sole member, APSA, and
will an ownership interest in API V of less-than-one percent.[^67]

GEAM International is a private equity fund organized in Delaware that
is sponsored by GE Asset Management. The general partner of GEAM
International is GE International Management Incorporated (GEIM), a
Delaware corporation. GEIM is an indirect wholly-owned subsidiary of the
General Electric Company (GE), a New York corporation.[^68] Shares of GE
are widely held and publicly traded. Based on periodic surveys, GE
estimates its total foreign ownership is 10% or less.[^69] GEIM holds a
0.20% general partnership interest in GEAM International. The remaining
equity investment is held by limited partners that are passive fund
investors.[^70]

Consistent with our foreign ownership case precedent, we attribute to
each of API V and Summer Street up to an 18.0% indirect equity and
voting interest in MobSat Holding.[^71] The record supports a finding
that foreign-organized Summer Street, like its U.S.-organized direct and
indirect controlling interest holders (GEAM International, GEIM, and
their ultimate parent company, GE) has its principal place of business
in the United States.[^72] Based on the record, we find that
U.S.-organized API V is properly considered to have its principal place
of business in France or the United States.[^73] We therefore find that
the 18% indirect equity and voting interests to be held by each of API V
and Summer Street in MobSat Holding are properly ascribed to WTO Member
countries for purposes of our public interest analysis under Section
310(b)(4) and the Commission's foreign ownership policies for common
carrier licensees.

We also attribute to each of Apax Satellite (the general partner of API
V) and to APSA (the sole member of Apax Satellite) up to a less-than-one
percent (rounding to 0.00%) indirect equity and 18.0% voting interest in
MobSat Holding. We attribute these same equity and voting interests
ultimately, and in the aggregate, to the named direct and indirect
shareholders of APSA. We also attribute to Maurice Tchenio individually,
because he controls APSA, up to an 18.0% indirect voting interest in
MobSat Holding. We find that each of these named individuals and
entities is a citizen of, or has its principal place of business in,
France, the United Kingdom or the United States. [^74] Accordingly, we
find that these indirect equity and voting interests in MobSat Holding
are properly ascribed to WTO Member countries for purposes of our public
interest analysis under Section 310(b)(4) and the Commission's foreign
ownership policies for common carrier licensees.

Foreign limited partners of GEAM International hold up to 33.88% of its
equity and voting interests.[^75] GEAM International will hold up to 18%
of the indirect equity and voting interests in MobSat Holding.[^76] We
therefore calculate that GEAM International's foreign investors will
hold indirectly up to 6.10% of the equity and voting interests in MobSat
Holding (33.88% x 18%). We find that all of these indirect foreign
equity and voting interests are properly ascribed to WTO Member
countries for purposes of our public interest analysis under Section
310(b)(4) and the Commission's foreign ownership policies for common
carrier licensees.[^77] In addition, because GEIM holds a 0.2% general
partnership interest (presumably, a controlling interest) in GEAM
International, and up to 10% of GE's shareholders may be foreign, we
calculate that foreign citizens may hold indirectly up to an additional
0.004% foreign equity interest (10% x 0.2% x 18.0%) and 1.8% foreign
voting interest (10% x 100% x 18%) in MobSat Holding. Because Inceptum
has not provided information for the record as to the citizenship of
GE's foreign shareholders, we treat these small equity and voting
interests as non-WTO investment.

**Summary of Findings.** We find that France is the principal place of
business of MobSat Holding's 100% direct parent, Inceptum, and of all
the other foreign-organized holding companies situated above Inceptum in
the vertical ownership chain through which the Apax Funds and GEAM
International will hold their indirect equity and voting interests in
Inceptum (*i.e*., MobSat Group Holding Sarl, MobSat Holding 2 BV, and
MobSat Holding 1 BV).

We also find that France is the principal place of business of the Apax
Funds and of the entities that manage or have a direct or indirect
controlling interest in the funds. We further find that the shareholders
of these controlling interest holders are all citizens of France, the
United Kingdom, and the United States. Thus, we ascribe to WTO Member
countries the total equity and voting interests that will be held
indirectly in MobSat Holding by the foreign-organized Apax Funds (up to
85% of the equity and voting interests), by their foreign-organized
controlling interest holders (up to a less-than-one percent, rounding to
0.00%, equity interest and 85% voting interest), and by the funds'
controlling principal, Maurice Tchenio (up to an 85% voting interest).
Mr. Tchenio and one of the Apax Fund controlling interest holders, APSA,
will acquire additional indirect equity and voting interests in MobSat
Holding as a result of the GEAM International co-investment.

Turning to the GEAM International co-investment, we find that
U.S.-organized API V and foreign-organized Summer Street are properly
considered to have their principal places of business in the United
States or France (in the case of API V). Thus, we ascribe to WTO Member
countries the equity and voting interests that will be held indirectly
in MobSat Holding by API V and Summer Street (individually, up to an 18%
equity and voting interest). We also find that U.S.-organized Apax
Satellite, foreign-organized APSA, and the named direct and indirect
shareholders of APSA, are all citizens of, or have their principal
places of business in, France, the United Kingdom, or the United States.
We therefore ascribe to WTO Member countries the equity and voting
interests that will be held indirectly in MobSat Holding as a result of
the GEAM International co-investment as follows: Apax Satellite and its
sole member APSA (individually, up to a less-than-one percent (rounding
to 0.00%) equity and 18.0% voting interest); the named direct and
indirect shareholders of APSA (collectively, up to a less-than-one
percent (rounding to 0.00%) equity and 18% voting interest); and Maurice
Tchenio, the ultimate controlling shareholder of APSA (up to an 18%
voting interest).

We also find it reasonable to conclude that, upon closing of the
proposed transaction, investors from the United States and other WTO
Member countries will hold indirectly at least 75% of the equity and
voting interests in MobSat Holding as a result of the passive equity
investment in the Apax Funds and GEAM International. [^78] As we have
found above, all of the passive investment in Apax France and GEAM
International is properly ascribed to the United States and other WTO
Member countries. Passive investment in Amboise and Altamir that is not
sufficiently identified for the record, and that we therefore treat as
non-WTO investment, will not exceed 20.14% of the indirect equity and
voting interests in MobSat Holding. While we have attributed an
additional *de minimis* non-WTO equity and voting interest to MobSat
Holding due to foreign shareholdings in GE, the ultimate parent of GEAM
International's general partner, these interests account for only an
indirect 0.004% equity and 1.8% voting interest in MobSat Holding.
Accordingly, we treat 20.144% of the indirect equity interests (20.14% +
0.004%) and 21.94% of the indirect voting interests (20.14% + 1.8%) in
MobSat Holding as non-WTO ownership for purposes of our foreign
ownership ruling.

Attachment to Appendix B

Figure 1:

Figure 1 (continued):

[^1]: 47 U.S.C. §§ 214(a), 310 (b)(4), 310(d). On December 21, 2006, the
    Commission placed the Applications on public notice as acceptable
    for filing. *Telenor ASA, Transferor, and Inceptum AS, Transferee,
    Seek FCC Consent to Transfer Control of Licenses and Authorizations
    and Request a Declaratory Ruling on Foreign Ownership,* IB Docket
    No. 06-225, Public Notice, DA 06-2565, 21 FCC Rcd 14726 (IB/WTB/OET
    2006).

[^2]: TSSI: ITC-214-20061213-00559 (BGAN service and other Inmarsat
    services); TSI: SES-LFS-20050930-01352, ITC-214-20051005-00395, and
    subsequent amendments.

[^3]: A list of the applications and petition filed in this proceeding
    is set forth in Appendix A of this Public Notice. Grant of these
    applications and petition is without prejudice to Commission action
    on any related pending applications.

[^4]: 47 U.S.C. §§ 214(a), 310(b)(4), 310(d).

[^5]: *See* 47 U.S.C. § 308(b).

[^6]: *See infra* at 4.

[^7]: 47 U.S.C. § 310(b)(4).

[^8]: *See* Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel
    for Inceptum 1 AS and Mobsat S.A.S., to Marlene H. Dortch,
    Secretary, FCC, dated March 12, 2007 at 12 (March 12 Letter); *see
    also* Letter from Peter A Rohrbach and Karis A. Hastings, Counsel
    for Inceptum 1 AS and Mobsat S.A.S., to Marlene H. Dortch,
    Secretary, FCC, dated March 30, 2007 (March 30 Letter).

[^9]: *See* Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel
    for Inceptum 1 AS and Mobsat S.A.S., to Marlene H. Dortch,
    Secretary, FCC, dated April 16, 2007 (April 16 Letter); *see also*
    Letter from Peter A Rohrbach and Karis A. Hastings, Counsel for
    Inceptum 1 AS and Mobsat S.A.S., to Marlene H. Dortch, Secretary,
    FCC, dated April 30, 2007 (April 30 Letter).

[^10]: An organization chart showing the post merger structure and
    ownership is attached to this Public Notice in Appendix B.

[^11]: The grant of these applications is conditioned on the Applicants
    notifying the Commission in writing of the precise ownership
    interests of the parties prior to closing.

[^12]: March 12 Letter at 12.

[^13]: MSV comments at 4.

[^14]: *Id* at 5.

[^15]: Applicants response at 6-7.

[^16]: *Id.* at 7.

[^17]: MSV reply at 2.

[^18]: Inmarsat comments at 1-2.

[^19]: *Id* at 3.

[^20]: Inmarsat comments at 2 and 8. *See* Open-Market Reorganization
    for the Betterment of International Telecommunications Act (ORBIT
    Act), 47 U.S.C. §§ 701 et. Seq. at § 701(6)(1)(c), Pub. L. No.
    106-180, 114 Stat. 48 (2000), *as amended*, Pub. L. No. 107-233, 116
    Stat. 1480 (2002), *as amended* Pub. L. No. 108-228, 118 Stat. 644
    (2004), *as amended,* Pub. L. No. 108-371, 118 Stat. 1752 (2004).

[^21]: Inmarsat comments at 8-9. *See also* Letter from Diane Cornell,
    Vice President, Government Affairs, Inmarsat, to Marlene H. Dortch,
    Secretary, FCC, dated May 3, 2007.

[^22]: Applicants response at 2.

[^23]: *Id.* at 4-5.

[^24]: Inmarsat reply at 3.

[^25]: *See* SES-LFS-20050930-01352, ITC-214-20051005-00395, and
    subsequent amendments (TSI\'s BGAN applications);
    SES-LFS-20051011-01396, ITC-214-20051012-00406, and subsequent
    amendments (FTMSC\'s BGAN applications).

[^26]: Inmarsat reply at 3.

[^27]: We note that on May 4, 2007 the Office of Fair Trading, United
    Kingdom, requested that the European Commission examine the merger.
    *See*
    http://www.londonstockexchange.com/LSECWS/IFSPages/MarketNewsPopup.aspx?id=1477284&source=RNS

[^28]: Inmarsat comments at 2, 4.

[^29]: ORBIT Act, 47 U.S.C.701(b)(1)(c).

[^30]: Inmarsat references a 2000 Commission proceeding examining direct
    access to Intelsat as directed by the Orbit Act. *See* 47 U.S.C.
    765. That provision, however, is directed to Intelsat and not
    Inmarsat. *See Availability of INTELSAT Space Segment Capacity to
    Users and Service Providers Seeking to Access INTELSAT Directly*, IB
    Docket No. 00-91, Report and Order, 15 FCC Rcd 19160 (2000).

[^31]: *See Lockheed Martin Global Telecommunications, Comsat Corp., and
    Comsat General Corp., Assignor, and Telenor Satellite Mobile
    Satellite Services, Inc. and Telenor Satellite Inc., Assignee,
    Applications for Assignment of Section 214 Authorizations, Private
    Land Mobile Radio Licenses, Experimental Licenses, and Earth Station
    Licenses and Petition for Declaratory Ruling Pursuant to Section
    310(b)(4) of the Communications Act,* Order and Authorization, 16
    FCC Rcd 22897 (2001).

[^32]: Letter from Peter A. Rohrbach and Jeremy B. Zucker, Counsel for
    Inceptum 1 AS, to the Executive Branch Agencies, dated February 26,
    2007 (February 26, 2007 Letter). The Petition and the February 26,
    2007 Letter are publicly available on the FCC web site by searching
    the record for this proceeding, IB Docket No. 06-225, through the
    Electronic Comment Filing System (ECFS).

[^33]: *Rules and Policies on Foreign Participation in the U.S.
    Telecommunications Market*, Report and Order and Order on
    Reconsideration, IB Docket Nos. 97-142 and 95-22, 12 FCC Rcd 23891,
    23918, ¶ 59, 23919-21, ¶¶ 61-66 (1997) (*Foreign Participation
    Order*), *recon. denied*, 15 FCC Rcd 18158 (2000); *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).

[^34]: *See Foreign Participation Order,* 12 FCC Rcd at 23896, 23913 ¶¶
    9, 50, 111-112.

[^35]: Id. at 23918, ¶ 59 and 23919, ¶ 61-66.

[^36]: Like the Apax Funds, all of these controlling interest holders
    are organized under the laws of France.

[^37]: Thus, based on the information provided for the record, the
    proposed transfer of control will not result in more than 25% of the
    equity or voting interests in MobSat Holding being held by investors
    from non-WTO Member countries. The Commission has stated that it
    will deny an application if it finds that more than 25 percent of
    the ownership of an entity that controls a common carrier radio
    licensee is attributable to parties whose principal place(s) of
    business are in non-WTO Member countries that do not offer effective
    competitive opportunities to U.S. investors in the particular
    service sector in which the applicant seeks to compete in the U.S.
    market, unless other public interest considerations outweigh that
    finding. *See* *Foreign Participation Order*, 12 FCC Rcd at 23946, ¶
    131 ("We conclude that our goals of increasing competition and
    opening foreign markets would continue to be served by opening the
    U.S. market to investors from non-WTO Member countries only to the
    extent that the investors' home markets are open to U.S.
    investors.").

[^38]: To the extent the approved limited partners of Amboise and/or
    Altamir sell part or all of their investments in these funds, the
    percentage of unidentified indirect foreign equity and voting
    interests in MobSat Holding may increase. Any such increases must be
    included in the 25% aggregate amount provided in this ruling for
    additional indirect foreign investment in MobSat Holding.

[^39]: *See Verizon Communications, Inc., Transferor, and America Movil
    S.A. de C.V., Transferee*, WT Docket No. 06-113, Memorandum Opinion
    and Order and Declaratory Ruling, 22 FCC Rcd 6195 (2007) at ¶ 67.

[^40]: *See* International Section 214 Transfer of Control Applications,
    File Nos. ITC-T/C-20061129-00529 through -00531,
    ITC-T/C-20061215-00575, Attachment 1 at 7-8. *See also* Letter from
    Peter A. Rohrbach and Karis A. Hastings, Counsel for Inceptum 1 AS
    and Mobsat S.A.S., and Nancy J. Victory and Catherine M. Hilke,
    Counsel for Telenor ASA and Telenor Satellite Services, Inc., to
    Marlene H. Dortch, Secretary, FCC, dated April 17, 2007 (April 17
    Letter).

[^41]: 47 C.F.R. § 25.119(f).

[^42]: *Id*; *see also* 47 C.F.R. § 1.948(d).

[^43]: 47 C.F.R. § 1.103.

[^44]: 47 C.F.R. §§ 1.106, 1.115.

[^45]: We recommend use of the ownership chart attached to this Appendix
    as a roadmap for the calculation of foreign ownership interests that
    will be held in MobSat Holding by and through Inceptum.

[^46]: *See, e.g.*, *Intelsat Ltd., Transferor, and Zeus Holdings
    Limited, Transferee*, IB Docket No. 04-366, Order and Authorization,
    19 FCC Rcd 24820 ¶¶ 19-24 (IB/WTB/OET 2004); *see also* Foreign
    Ownership Guidelines 19 FCC Rcd 22612 (IB 2004), erratum 21 FCC Rcd
    6884 (2006).

[^47]: *See* April 16 Letter.

[^48]: Applicants must notify the Commission in writing of the precise
    ownership interests of the parties prior to closing.

[^49]: See March 12 Letter, Annex 3 (Five Factor "Principal Place of
    Business Test" Chart for Inceptum's Direct and Indirect Shareholders
    ) (revising Attachment 3 of the Consolidated Application) at 1. The
    Consolidated Application cited in this Appendix is attached to each
    of the transfer of control applications filed in this proceeding.
    These applications are listed by File Number in Appendix A.

[^50]: *See* March 12 Letter, Appendix at 6-7.

[^51]: *See* Consolidated Application at 6; *see also* *id*., Attachment
    2 at 1; March 30 Letter at 6. For ease of reference, we refer to
    these investors as the funds' passive investors.

[^52]: *See* March 12 Letter, Appendix at 2-3.

[^53]: Maurice Tchenio and his son Romain jointly own 100% of Apax
    Partners SNC (SNC), which, in turn, owns a controlling 62.25%
    interest in MMG SAS (with the remaining 37.75% interest in MMG SAS
    held directly by Mr. Tchenio). MMG SAS holds a controlling 54.48%
    interest in APSA. *See id*., Appendix at 2-5. Applicants represent
    that Romain's ownership interest in SNC is non-controlling, with his
    voting rights in SNC limited to shareholder decisions to amend the
    company's articles of association. All other matters are determined
    by Maurice Tchenio, who is the sole manager of SNC and can be
    removed from that position only by a unanimous vote of the
    shareholders (including himself). *Id*., Appendix at 2-3. Thus,
    based on the record, we find that Maurice Tchenio controls Apax
    France through his successive controlling interests in SNC, MMG SAS,
    and APSA, which manages Apax France. SNC, MMG SAS and APSA are all
    organized under the laws of France. *Id*., Appendix at 2-5.

[^54]: *See* i*d*., Appendix at 2.

[^55]: *See* March 30 Letter, Appendix at 4, n.7; Consolidated
    Application, Attachment 2 at 4. To simplify our calculations, we
    include the 0.89% investment in our calculation of passive foreign
    investment in Apax France.

[^56]: See March 12 Letter, Annex 3 (Five Factor "Principal Place of
    Business Test" Chart for Inceptum's Direct and Indirect
    Shareholders) (revising Attachment 3 of the Consolidated
    Application) at 2-3*. See also id*., Appendix at 3-4 (providing
    citizenship of SNC, MMG SAS and other APSA shareholders).

[^57]: See March 30 Letter, Appendix at 2-5. As discussed above,
    effectively all of this equity represents passive investment. *See
    supra* note 55 and accompanying text.

[^58]: A principal place of business showing for SEI, APCG II and each
    entity that holds a direct or indirect ownership interest in APCG
    II, as illustrated in the ownership chart attached to this Appendix,
    is contained in the March 12 Letter, Annex 3 (Five Factor "Principal
    Place of Business Test" Chart for Inceptum's Direct and Indirect
    Shareholders) (revising Attachment 3 of the Consolidated
    Application) at 2-4*.* The March 12 letter also lists SEI's
    shareholders (all of whom are citizens of France), and the
    individuals that have an ownership interest in APCG II or in the
    entities that are invested directly or indirectly in APCG II. All of
    these individuals are citizens of France, the United Kingdom, or the
    United States. *See id*., Appendix at 3-4.

[^59]: See March 12 Letter, Appendix at 2.

[^60]: A principal place of business showing for each entity that holds
    a direct or indirect ownership interest in APCG, as illustrated in
    the ownership chart attached to this Appendix, is contained in the
    March 12 Letter, Annex 3 (Five Factor "Principal Place of Business
    Test" Chart for Inceptum's Direct and Indirect Shareholders)
    (revising Attachment 3 of the Consolidated Application) at 2-4*.*
    The March 12 letter also lists the individuals that have an
    ownership interest in APCG or in the entities that are invested
    directly or indirectly in APCG. All of these individuals are
    citizens of France, the United Kingdom, or the United States. *See
    id*., Appendix at 3-5.

[^61]: *See* March 12 Letter, Appendix at 2. Maurice Tchenio holds a
    0.37% equity interest in Altamir. *See* April 16 Letter, Annex 1
    (updating and correcting the ownership chart submitted as Figure 1
    in the Consolidated Application and the March 12 Letter). To
    simplify our calculations, we include this 0.37% investment in our
    calculation of passive foreign investment in Altamir.

[^62]: *See* March 12 Letter, Appendix at 9. As explained *supra* note
    53, MMG SAS is the controlling, majority shareholder of APSA and is
    ultimately controlled by Maurice Tchenio. MMG SAS has its principal
    place of business in France. *See* March 12 Letter, Annex 3 (Five
    Factor "Principal Place of Business Test" Chart for Inceptum's
    Direct and Indirect Shareholders) (revising Attachment 3 of the
    Consolidated Application) at 3.

[^63]: *See* Consolidated Application, Attachment 2 at 4.

[^64]: *See* March 12 Letter, Appendix at 9.

[^65]: As explained above, *supra* note 63, we find that MMG SAS has its
    principal place of business in France. We also find on the basis of
    publicly available information that the Fidelity Investment
    interests in Amboise and Altamir are properly ascribed to the United
    States or another WTO Member country. *See*
    http://www.sec.gov/Archives/edgar/data/315066/000031506607002611/0000315066-07-002611.txt.
    *See also* March 30 Letter, Appendix at 6-7. In the absence of
    additional information with regard to the place of organization of
    the Fidelity funds, or the number of foreign investors in the funds,
    we consider the Fidelity funds to be foreign investors, albeit with
    a principal place of business in the United States or another WTO
    Member country.

[^66]: *See* April 30 Letter at 2.

[^67]: *See* April 30 Letter at 2.

[^68]: All entities in the vertical chain of ownership between GEIM and
    GE are U.S.-organized companies. *See* April 17 Letter at 3.

[^69]: *See* April 16 Letter at 2; s*ee* *also* April 30 Letter at 2.

[^70]: *See* April 17 Letter.

[^71]: As noted above, API V will invest between 15% and 18% in MobSat
    Group Holding Sarl. Summer Street will own nearly 100% of API V in
    the form of limited partnership interests. To simplify our analysis,
    we treat Summer Street's ownership interest in API V as 100%.

[^72]: Summer Street will have no officers and will have as its sole
    director a U.S. citizen employed by GE Asset Management, Inc. Summer
    Street is being set up solely as an intermediate holding company for
    the GEAM International investment and will have no other material
    property or assets. *See* April 30 Letter at 2. *See also id*. at
    2-3 (providing a principal place of business showing for GE).

[^73]: Although API V and its general partner Apax Satellite are
    organized in Delaware, API V is ultimately controlled by APSA, which
    we find has its principal place of business in France. *See* March
    12 Letter, Annex 3 (Five Factor "Principal Place of Business Test"
    Chart for Inceptum's Direct and Indirect Shareholders) (revising
    Attachment 3 of the Consolidated Application) at 2. *See also supra*
    note 56 and accompanying text. API V is being set up solely as an
    intermediate holding company for the GEAM International investment
    and will have no other material property or assets. *See* April 30
    Letter at 2.

[^74]: See March 12 Letter, Annex 3 (Five Factor "Principal Place of
    Business Test" Chart for Inceptum's Direct and Indirect
    Shareholders) (revising Attachment 3 of the Consolidated
    Application) at 2-3*. See also id*., Appendix at 3-4 (providing
    citizenship of SNC, MMG SAS and other APSA shareholders). *See also
    supra* note 53. Although it is organized in Delaware, Apax Satellite
    is wholly owned and controlled by APSA, which we have found to have
    its principal place of business in France. It appears from the
    record that Apax Satellite is being formed solely to serve as the
    general partner of API V. *See supra* note 73. As explained *supra*
    note 72, API V itself is being set up solely as an intermediate
    holding company for the GEAM International investment and will have
    no other material property or assets. *See* April 30 Letter at 2.
    Based on this information, we find that U.S.-organized Apax
    Satellite is properly considered to have its principal place of
    business in France or the United States.

[^75]: *See* April 16 Letter at 3.

[^76]: Because GEAM International will wholly own Summer Street, we
    calculate that GEAM International, through Summer Street, will
    acquire indirectly up to 18% of the equity and voting interests in
    MobSat Holding (through the Inceptum Parent Companies). *See supra*
    note 72 and accompanying text.

[^77]: *See* April 17 Letter at 2-3.

[^78]: As explained above, effectively all of the equity investment in
    the Apax Funds represents passive investment. Similarly, all of the
    equity investment in GEAM International is held by passive investors
    with the exception of a less-than-one percent equity interest held
    by APSA, and a 0.2% equity interest held by GEAM International's
    general partner, which is ultimately wholly owned and controlled by
    GE.