Description of Transaction and Public Interest Statement

0009-EX-TU-2018 Text Documents

Alliant Techsystems Operations LLC

2018-01-10ELS_203169

FCC Form 703 Page 1 of 8 DESCRIPTION OF TRANSACTION AND PUBLIC INTEREST STATEMENT Through a series of applications, Orbital ATK, Inc. (“Orbital ATK”) and Northrop Grumman Corporation (“Northrop Grumman”) seek consent of the Federal Communications Commission (“FCC” or “Commission”) in connection with a transaction pursuant to which Orbital ATK will be renamed and will become a wholly-owned subsidiary of Northrop Grumman. Orbital ATK, either directly or indirectly through subsidiaries (Alliant Techsystems Inc., Alliant Techsystems Operations LLC, ATK Launch Systems Inc., ATK Space Systems Inc., Orbital Sciences Corporation, and Space Logistics, LLC), holds, and will continue to hold, a number of FCC experimental, aviation, Part 90 wireless, and satellite licenses. A list of the specific FCC licenses at issue (the “FCC Licenses”) is provided in Attachment A to this Exhibit. Description of Transaction On September 17, 2017, Orbital ATK entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Northrop Grumman and Neptune Merger, Inc. (“Sub”), a wholly owned subsidiary of Northrop Grumman. Upon the terms and subject to the conditions set forth in the Merger Agreement, Sub will merge with and into Orbital ATK, with Orbital ATK continuing as the surviving corporation and a wholly-owned subsidiary of Northrop Grumman. Upon consummation of the transaction, the name of Orbital ATK will change,1 but all licenses currently held by Orbital ATK will remain with that entity and each license currently held by a subsidiary of Orbital ATK will remain with that respective subsidiary. No licenses will be assigned to Northrop Grumman or other corporate entities in connection with the transaction. Northrop Grumman is a leading global security company providing innovative systems, products, and solutions to government and commercial customers worldwide, offering a broad portfolio of capabilities and technologies for applications from undersea to outer space and into cyberspace. Orbital ATK is an aerospace and defense systems company and supplier of related products to the U.S. Government, allied nations, prime contractors and other customers. Orbital ATK’s products include launch vehicles and related propulsion systems; satellites and associated components and services; composite aerospace structures; tactical missiles, subsystems and defense electronics; and precision weapons, armament systems and ammunition. The FCC Licenses are, and will continue to be used primarily to provide internal communications in support of Orbital ATK’s businesses. The space station license granted to Orbital ATK’s subsidiary, Space Logistics, LLC, authorizes it to launch and operate a mission extension vehicle that is intended to enhance in-orbit flexibility and end-of-life options for geosynchronous satellite operators. 1 Orbital ATK will update its administrative records with the Commission to reflect its new name after it has been determined and announced.

FCC Form 703 Page 2 of 8 Public Interest Statement In reviewing requests to transfer or assign licenses pursuant to Section 310(d) of the Communications Act of 1934, as amended (the “Act”), the Commission first assesses whether the proposed transaction complies with the specific provisions of the Act, other applicable statutes, and the Commission’s rules.2 If the proposed transaction does not violate a statute or rule, then the Commission considers whether the transaction could result in public interest harms by substantially frustrating or impairing the objectives or implementation of the Act or related statutes.3 If the Commission has determined that a transaction raises no public interest harms or any such harms have been ameliorated by narrowly tailored conditions, the Commission next considers a transaction’s public interest benefits.4 The Commission then grants a request to transfer or assign licenses if it finds, based on the foregoing assessment, “that the public interest, convenience and necessity will be served thereby.”5 The instant application fully meets this standard. First, the transaction complies with all applicable provisions of the Act, other applicable statutes, and the Commission’s rules, and thus there are no FCC regulatory impediments to this transaction. None of the licenses involved in this transaction were initially obtained through FCC auction. There are no transferability restrictions associated with the licenses or with this transaction, and the proposed transaction is consistent with the FCC’s relevant foreign ownership regulations.6 Second, this transaction would not result in any public interest harms by substantially frustrating or impairing the objectives or implementation of the Act or related statutes. To the contrary, grant of the applications will allow Orbital ATK to continue to provide the communications necessary to 2 See Applications of Level 3 Communications, Inc. and CenturyLink, Inc., Memorandum Opinion and Order, WC Docket No. 16-403, FCC 17-142, para. 8 (rel. Oct. 30, 2017). 3 Id. at para. 9; Joint Application of General Communication, Inc. and GCI Liberty, Inc., WC Docket No. 17-114, DA 17-1096, para. 7 (rel. Nov. 8, 2017) (“GCI-Liberty Order”). 4 GCI-Liberty Order at para. 9; see also Application of Cellco Partnership d/b/a Verizon Wireless and XO Holdings, ULS File No. 0007765708, DA 17-1154, at para. 7 (rel. Nov. 29, 2017). 5 47 U.S.C. § 310(d); see Applications of Cellco Partnership d/b/a Verizon Wireless and SpectrumCo LLC and Cox TMI, LLC For Consent To Assign AWS-1 Licenses, Memorandum Opinion and Order and Declaratory Ruling, 27 FCC Rcd 10698 at para. 28 (2012); Application of AT&T Inc. and Qualcomm Inc., Order, 26 FCC Rcd 17589 at para. 2 (2011); Applications of AT&T Inc. and Centennial Communications Corp., Memorandum Opinion and Order, 24 FCC Rcd 13915 at para. 1 (2009); Applications of Cellco Partnership d/b/a Verizon Wireless and Rural Cellular Corp., Memorandum Opinion and Order and Declaratory Ruling, 23 FCC Rcd 12463 at para. 3 (2008); Applications of AT&T Inc. and Dobson Communications Corp., Memorandum Opinion and Order, 22 FCC Rcd 20295 at para. 2 (2007); Applications of Midwest Wireless Holdings, L.L.C. and ALLTEL Communications, Inc., Memorandum Opinion and Order, 21 FCC Rcd 11526 at para. 16 (2006); Applications of Nextel Communications, Inc. and Sprint Corp., Memorandum Opinion and Order, 20 FCC Rcd 13967 at para. 20 (2005); Applications of Western Wireless Corp. and ALLTEL Corp., Memorandum Opinion and Order, 20 FCC Rcd 13053 at para. 17 (2005); Applications of AT&T Wireless Services, Inc. and Cingular Wireless Corp., Memorandum Opinion and Order, 19 FCC Rcd 21522 at para. 40 (2004); Applications for Consent to the Assignment of Licenses Pursuant to Section 310(d) of the Communications Act from NextWave Personal Communications, Inc., Debtor-in-Possession, and NextWave Power Partners, Inc., Debtor-in-Possession, to subsidiaries of Cingular Wireless LLC, Memorandum Opinion and Order, 19 FCC Rcd 2570 at para. 24 (2004). 6 See, e.g., 47 C.F.R. §§ 25.105, 87.19, 90.115.

FCC Form 703 Page 3 of 8 support its businesses on an uninterrupted basis. Third, as the Commission has recognized, there are “clear public interest benefits in a license or authorization holder being able to assign or transfer control of its license or authorization freely.”7 In this case, Orbital ATK and its subsidiaries will continue to hold the licenses after the transaction closes; the only change is that Orbital ATK will be renamed and will acquire a new ultimate parent in Northrop Grumman. Any deemed transfer of the licenses would occur in connection with a transaction that will benefit customers of both companies through, among other things, accelerated innovation.8 Pending Applications and Other Authorizations The list of licenses in Attachment A is intended to include all of the authorizations and applications that Orbital ATK indirectly or directly holds. Additionally, Orbital ATK directly or indirectly may hereafter file additional requests for authorizations for new or modified facilities, and those requests may be granted before or after the Commission takes action on the applications submitted herein. Accordingly, Orbital ATK and Northrop Grumman request that the approval granted in response to this application covers not only licenses currently held by Orbital ATK (or one of its wholly-owned subsidiaries), but also: (1) any FCC authorization granted to Orbital ATK (directly or indirectly) during the pendency of the subject transaction prior to closing; and (2) any application submitted by Orbital ATK, which is pending at the time the proposed transfer is consummated. Such action would be consistent with prior decisions of the Commission.9 For all of the above reasons, the Applicants respectfully submit that this transaction is in the public interest and the applications submitted in connection with it raise no concerns whatsoever and should be granted expeditiously. 7 GCI-Liberty Order at para. 9. 8 See Northrop Grumman to Acquire Orbital ATK for $9.2 Billion, Press Release, Sept. 18, 2017, https://news.northropgrumman.com/news/releases/northrop-grumman-to-acquire-orbital-atk-for-9-2-billion. 9 See, e.g., Sprint Nextel Corporation and Clearwire Corporation, Memorandum Opinion and Order, 23 FCC Rcd 17570 at para. 105 (2008); NYNEX Corp. and Bell Atlantic Corp., Memorandum Opinion and Order, 12 FCC Rcd 19985 at para. 247 (1997); Craig O. McCaw and American Telephone & Telegraph, Memorandum Opinion and Order, 9 FCC Rcd 5836 para. 137 n.300 (1994).

FCC Form 703 Page 4 of 8 ATTACHMENT A FCC LICENSES AND PENDING APPLICATIONS Call Sign Service Orbital Sciences Corp. FRN: 0003577186 1) WL9XKG XT (Experimental Testing) 2) WI2XCG XT (Experimental Testing) 3) WI2XBF XT (Experimental Testing) 4) WD2XIF XD (Experimental Developmental) 5) WE2XSF XD (Experimental Developmental) 6) WE2XSE XD (Experimental Developmental) IG (Industrial/Business Pool, 7) WNZX982 Conventional) ATK Launch Systems Inc. FRN: 0004828349 8) WQNG746 AF (Aeronautical and Fixed) IG (Industrial/Business Pool, 9) KAY769 Conventional) IG (Industrial/Business Pool, 10) KA82995 Conventional) IG (Industrial/Business Pool, 11) WNXU492 Conventional) IG (Industrial/Business Pool, 12) KB89359 Conventional) IG (Industrial/Business Pool, 13) KKE404 Conventional) IG (Industrial/Business Pool, 14) KB25257 Conventional) IG (Industrial/Business Pool, 15) KB27106 Conventional) IG (Industrial/Business Pool, 16) KD25561 Conventional) IG (Industrial/Business Pool, 17) KB27918 Conventional) IG (Industrial/Business Pool, 18) KB35194 Conventional)

FCC Form 703 Page 5 of 8 Call Sign Service IG (Industrial/Business Pool, 19) KB35205 Conventional) IG (Industrial/Business Pool, 20) WPDG366 Conventional) IG (Industrial/Business Pool, 21) WPEI366 Conventional) IG (Industrial/Business Pool, 22) KB63407 Conventional) IG (Industrial/Business Pool, 23) WQVA497 Conventional) IG (Industrial/Business Pool, 24) WPGD280 Conventional) IG (Industrial/Business Pool, 25) KD51741 Conventional) IG (Industrial/Business Pool, 26) WPHN566 Conventional) IG (Industrial/Business Pool, 27) WQGC336 Conventional) Orbital Sciences Corporation FRN: 0014578496 28) 140SC AC (Aircraft) 29) KA98112 AF (Aeronautical and Fixed) 30) 29330MOB AC (Aircraft) Orbital ATK, Inc FRN: 0014956486 31) WL9XXI XT (Experimental Testing) 32) WL9XGF XT (Experimental Testing) 33) WL9XJQ XT (Experimental Testing) 34) WL9XNL XT (Experimental Testing) 35) WH2XFB XD (Experimental Developmental) 36) WI2XHZ XT (Experimental Testing) 37) WH2XPW XT (Experimental Testing) 38) WH2XUD XT (Experimental Testing)

FCC Form 703 Page 6 of 8 Call Sign Service 39) WH2XUE XT (Experimental Testing) 40) WH2XUF XT (Experimental Testing) 41) WH2XUG XT (Experimental Testing) 42) WH2XUH XT (Experimental Testing) 43) WH2XVB XT (Experimental Testing) 44) WH2XVC XT (Experimental Testing) 45) WH2XVD XT (Experimental Testing) 46) WH2XVE XD (Experimental Developmental) 47) WH2XVF XD (Experimental Developmental) 48) WH2XVG XD (Experimental Developmental) 49) WI2XPR XT (Experimental Testing) Alliant Techsystems Inc. FRN: 0015485592 50) WG2XPG XD (Experimental Developmental) Orbital Sciences Corporation FRN: 0016225740 51) WL9XZA XT (Experimental Testing) ATK Space Systems Inc. FRN: 0016244311 IG (Industrial/Business Pool, 52) WQII371 Conventional) IG (Industrial/Business Pool, 53) WQLU780 Conventional) IG (Industrial/Business Pool, 54) WQRE509 Conventional) Orbital Science Corp FRN: 0020275566 IG (Industrial/Business Pool, 55) WPZV554 Conventional) IG (Industrial/Business Pool, 56) WPRK698 Conventional)

FCC Form 703 Page 7 of 8 Call Sign Service IG (Industrial/Business Pool, 57) WPRK699 Conventional) IG (Industrial/Business Pool, 58) WQFU805 Conventional) Alliant Techsystems Operations LLC FRN: 0020605218 59) WPNI921 MG (Microwave Industrial/Business Pool) 60) WQUX809 AF (Aeronautical and Fixed) 61) WQMK478 AF (Aeronautical and Fixed) 62) WNVH555 YG (Industrial/Business Pool, Trunked) 63) WPTF315 YG (Industrial/Business Pool, Trunked) 64) WNEP790 MG (Microwave Industrial/Business Pool) 65) WPND890 MG (Microwave Industrial/Business Pool) IG (Industrial/Business Pool, 66) WNSO448 Conventional) IG (Industrial/Business Pool, 67) WPDT907 Conventional) IG (Industrial/Business Pool, 68) WPNT841 Conventional) IG (Industrial/Business Pool, 69) WQAL450 Conventional) IG (Industrial/Business Pool, 70) WYK236 Conventional) IG (Industrial/Business Pool, 71) WPPG524 Conventional) 72) WPPU563 YG (Industrial/Business Pool, Trunked) IG (Industrial/Business Pool, 73) WPRL662 Conventional) Alliant Techsystems Operations LLC FRN: 0026285189 74) WI2XWL XT (Experimental Testing) Space Logistics, LLC FRN: 0025902156 75) S2990 Satellite Space Station

FCC Form 703 Page 8 of 8 Pending FCC Applications File Number Applicant FRN 1) 0008028990 ATK Space Systems Inc. 0016244311 2) 0004-EX-CN-2018 Orbital ATK 0003577186


Document Created: 2018-01-08 11:22:21
Document Modified: 2018-01-08 11:22:21
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