0001104659-08-009478.txt : 20080212 0001104659-08-009478.hdr.sgml : 20080212 20080212172224 ACCESSION NUMBER: 0001104659-08-009478 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080212 DATE AS OF CHANGE: 20080212 GROUP MEMBERS: CD&R ASSOCIATES VI LIMITED PARTNERSHIP GROUP MEMBERS: CD&R INVESTMENT ASSOCIATES VI, INC. GROUP MEMBERS: CDR-SATCO, L.L.C SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICO Global Communications (Holdings) LTD CENTRAL INDEX KEY: 0001359555 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 980221142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81926 FILM NUMBER: 08599566 BUSINESS ADDRESS: STREET 1: PLAZA AMERICA TOWER STREET 2: 11700 PLAZA AMERICA DRIVE, SUITE 1010 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: (703) 964-1400 MAIL ADDRESS: STREET 1: PLAZA AMERICA TOWER STREET 2: 11700 PLAZA AMERICA DRIVE, SUITE 1010 CITY: RESTON STATE: VA ZIP: 20190 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLAYTON DUBILIER & RICE FUND VI L P CENTRAL INDEX KEY: 0001074387 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 113 SOUTH CHURCH STREET STREET 2: GEORGE TOWN CITY: GRAND CAYMAN CAYMAN STATE: E9 BUSINESS PHONE: 3459498066 MAIL ADDRESS: STREET 1: 1403 FOULK ROAD, SUITE 106 CITY: WILMINGTON STATE: DE ZIP: 19803 SC 13G 1 a08-5414_1sc13g.htm SC 13G


	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

ICO Global Communications (Holdings)

Limited

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

44930K108

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 44930K108

	1.	Names of Reporting Persons CDR-SATCO, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 13,928,649(1)

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 13,928,649(1)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,928,649 (1)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x

	11.	Percent of Class Represented by Amount in Row (9) 9.6%(2)

	12.	Type of Reporting Person (See Instructions) OO

(1) See Item 4(c) below.

(2) Based on 144,767,706 shares of Class A common stock outstanding as of October 31, 2007.

CUSIP No. 44930K108

	1.	Names of Reporting Persons Clayton, Dubilier & Rice Fund VI Limited Partnership

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 13,928,649(1)

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 13,928,649(1)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,928,649 (1)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x

	11.	Percent of Class Represented by Amount in Row (9) 9.6%(2)

	12.	Type of Reporting Person (See Instructions) PN

(1) See Item 4(c) below.

(2) Based on 144,767,706 shares of Class A common stock outstanding as of October 31, 2007.

CUSIP No. 44930K108

	1.	Names of Reporting Persons CD&R Associates VI Limited Partnership

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 13,928,649(1)

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 13,928,649(1)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,928,649 (1)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x

	11.	Percent of Class Represented by Amount in Row (9) 9.6%(2)

	12.	Type of Reporting Person (See Instructions) PN

(1) See Item 4(c) below.

(2) Based on 144,767,706 shares of Class A common stock outstanding as of October 31, 2007.

CUSIP No. 44930K108

	1.	Names of Reporting Persons CD&R Investment Associates VI, Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 13,928,649(1)

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 13,928,649(1)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,928,649 (1)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x

	11.	Percent of Class Represented by Amount in Row (9) 9.6%(2)

	12.	Type of Reporting Person (See Instructions) CO

(1) See Item 4(c) below.

(2) Based on 144,767,706 shares of Class A common stock outstanding as of October 31, 2007.

Item 1.
	(a)	Name of Issuer ICO Global Communications (Holdings) Limited
	(b)	Address of Issuer’s Principal Executive Offices Plaza America Tower 1 11700 Plaza America Drive Suite 1010 Reston, VA 20190

Item 2.
	(a)	Name of Person Filing

Name of Person Filing	Address	Citizenship
CDR-SATCO, L.L.C.	1209 Orange Street, Wilmington, New Castle County, Delaware 19801	Delaware
Clayton Dubilier & Rice Fund VI Limited Partnership	Ugland House 113 South Church Street George Town, Grand Cayman, Cayman Islands BWI	Cayman Islands
CD&R Associates VI Limited Partnership	Ugland House 113 South Church Street George Town, Grand Cayman, Cayman Islands BWI	Cayman Islands
CD&R Investment Associates VI, Inc.	Ugland House 113 South Church Street George Town, Grand Cayman, Cayman Islands BWI	Cayman Islands

CDR-SATCO, L.L.C., Clayton Dubilier & Rice Fund VI Limited Partnership, CD&R Associates VI Limited Partnership, and CD&R Investment Associates VI, Inc. have entered into a Joint Filing Agreement, dated February 12, 2008, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which such reporting persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

	(b)	Address of Principal Business Office or, if none, Residence See Item 2(a) above.
	(c)	Citizenship See Item 2(a) above.
	(d)	Title of Class of Securities Class A Common Stock, par value $0.01 per share
	(e)	CUSIP Number 44930K108

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
	N/A

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: See below.
	(b)	Percent of class: See below.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See below.
		(ii)	Shared power to vote or to direct the vote See below.
		(iii)	Sole power to dispose or to direct the disposition of See below.
		(iv)	Shared power to dispose or to direct the disposition of See below.

	As of the date of this report, each of the Reporting Persons beneficially owned the number and percentage of issued and outstanding shares of common stock of ICO Global Communications (Holdings) Limited listed opposite its name, which shares such entities have held since July 26, 2000:

Reporting Person	Amount Beneficially Owned(a)		Percent of Class(b)
CDR-SATCO, L.L.C	13,928,649	(c)	9.6	%
Clayton Dubilier & Rice Fund VI	13,928,649		9.6	%
Limited Partnership CD&R Associates VI Limited Partnership	0	(d)	0	%
CD&R Investment Associates VI, Inc.	0	(d) (e)	0	%

(a)	Does not include 82,500 options to purchase shares of Class A common stock exercisable as of December 31, 2007, issued to Clayton, Dubilier & Rice, Inc. as assignee of compensation to David H. Wasserman, an officer of CDR-SATCO, L.L.C. who serves as a director of ICO Glsdobal Communications (Holdings) Limited. Each of CDR-SATCO, L.L.C., Clayton Dubilier & Rice Fund VI Limited Partnership, CD&R Associates VI Limited Partnership and CD&R Investment Associates VI, Inc. expressly disclaims beneficial ownership of the stock options held by Clayton, Dubilier & Rice, Inc.
(b)	Based on 144,767,706 shares of Class A common stock outstanding as of October 31, 2007.
(c)	CDR-SATCO, L.L.C is a wholly-owned subsidiary of Clayton Dubilier & Rice Fund VI Limited Partnership.
(d)	Clayton Dubilier & Rice Fund VI Limited Partnership is a partnership of which CD&R Associates VI Limited Partnership is the general partner, which is a wholly-owned subsidiary of CD&R Investment Associates VI, Inc. Each of CD&R Associates VI Limited Partnership and CD&R Investment Associates VI, Inc. expressly disclaims beneficial ownership of the shares held by Clayton, Dubilier & Rice Fund VI Limited Partnership, as well as of the shares held by CDR-SATCO, L.L.C.
(e)	CD&R Investment Associates VI, Inc. is managed by an eighteen-person board of directors, and all board action relating to the voting or disposition of these shares requires approval of a majority of the board. The directors of CD&R Investment Associates VI, Inc. may be deemed to share beneficial ownership of the shares shown as beneficially owned by CDR-SATCO, L.L.C. Such persons disclaim such beneficial ownership.

Item 5.			Ownership of Five Percent or Less of a Class
	N/A

Item 6.			Ownership of More than Five Percent on Behalf of Another Person
	See Item 4 above.

Item 7.			Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
	N/A

Item 8.			Identification and Classification of Members of the Group
	See Item 4 above.

Item 9.			Notice of Dissolution of Group
	N/A

Item 10.		Certification
	N/A

Exhibit 1

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true and correct.

CDR-SATCO, L.L.C.

Date: February 12, 2008

By:

/s/ David Wasserman

Name: David Wasserman

Title: Executive Vice President

CLAYTON, DUBILIER & RICE FUND VI

Limited Partnership

By:

CD&R Associates VI Limited Partnership,

its general partner

By: CD&R Investment Associates VI,

Inc., its general partner

Date: February 12, 2008

By:

/s/ Theresa A. Gore

Name: Theresa A. Gore

Title:

Vice President, Treasurer

and Assistant Secretary

CD&R ASSOCIATES VI Limited Partnership

By:

CD&R Investment Associates VI,

Inc., its general partner

Date: February 12, 2008

By:

/s/ Theresa A. Gore

Name:

Theresa A. Gore

Title:

Vice President, Treasurer and

Assistant Secretary

	CD&R INVESTMENT ASSOCIATES VI,
	INC.

Date: February 12, 2008

		By:	/s/ Theresa A. Gore
		Name:		Theresa A. Gore
		Title:		Vice President, Treasurer and
				Assistant Secretary

EX-99.1 2 a08-5414_1ex99d1.htm EX-99.1

Exhibit 99.1

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

CDR-SATCO, L.L.C.

Date: February 12, 2008

By:

/s/ David Wasserman

Name: David Wasserman

Title: Executive Vice President

CLAYTON, DUBILIER & RICE FUND VI

Limited Partnership

By:

CD&R Associates VI Limited Partnership,

its general partner

By: CD&R Investment Associates VI,

Inc., its general partner

Date: February 12, 2008

By:

/s/ Theresa A. Gore

Name: Theresa A. Gore

Title:

Vice President, Treasurer

and Assistant Secretary

CD&R ASSOCIATES VI Limited Partnership

By:

CD&R Investment Associates VI,

Inc., its general partner

Date: February 12, 2008

By:

/s/ Theresa A. Gore

Name:

Theresa A. Gore

Title:

Vice President, Treasurer and

Assistant Secretary

	CD&R INVESTMENT ASSOCIATES VI,
	INC.

Date: February 12, 2008

		By:	/s/ Theresa A. Gore
		Name:		Theresa A. Gore
		Title:		Vice President, Treasurer and
				Assistant Secretary