Description of Transaction and Public Interest Statement

0010-EX-TU-2015 Text Documents

Orbital Sciences Corporation

2015-01-20ELS_157849

                                                                                  FCC Form 603
                                                                                       Exhibit 1
                                                                                     Page 1 of 4


                         DESCRIPTION OF TRANSACTION
                        AND PUBLIC INTEREST STATEMENT


        Through a series of applications, Alliant Techsystems Inc. (“Alliant”) and Orbital
Sciences Corporation (“Orbital” or “Licensee”) seek the consent of the Federal
Communications Commission (“FCC” or “Commission”) to the transfer of control of
Orbital resulting from the merger of Orbital with a wholly owned subsidiary of Alliant.1

                                     Description of Transaction

        Specifically, Vista Merger Sub Inc. (a wholly owned subsidiary of Alliant) will
merge with and into Orbital, with Orbital surviving the merger as a wholly owned
subsidiary of Alliant.2 Alliant’s charter will be revised to change the name of the
combined company to Orbital ATK, Inc. (“Orbital ATK”). In the merger, each share of
Orbital common stock issued and outstanding immediately prior to the closing of the
merger (other than shares owned by Orbital, Alliant or Vista Merger Sub Inc., which will
be cancelled) will be converted into the right to receive 0.449 shares of Alliant common
stock.

        Immediately following the consummation of the transaction, holders of record of
Alliant common stock will own approximately 53.8% of the combined company on a
fully diluted basis and holders of record of Orbital common stock will own
approximately 46.2% of the combined company on a fully diluted basis. The Chairman
of the Orbital ATK board will be the current Chairman of Alliant’s board, and initially
the current Orbital directors and senior management will hold the majority of board seats
and senior management positions of Orbital ATK. The SEC has agreed that Alliant is the
acquiring entity in this transaction. 3

                                  Public Interest Statement

      Under Section 310(d) of the Communications Act of 1934, as amended, licenses
may be transferred or assigned where the Commission finds “that the public interest,


1
 Orbital holds a number of FCC experimental, aviation, and Part 90 wireless licenses in separate
FRN accounts, which are identified in Attachment A to this Exhibit.
2
 The merger will occur immediately after the spin-off of Alliant’s Sporting Group business (to be
held by a newly formed subsidiary of Alliant, Vista Outdoor Inc.), as described in the separate
application seeking FCC consent to the pro forma transfer of control of Alliant subsidiary Federal
Cartridge Company. ULS File No. 0006615942.
3
  See Alliant Form S-4 at 119 (filed Dec. 10, 2014) (discussing the accounting treatment of the
transaction), available at
http://www.sec.gov/Archives/edgar/data/866121/000104746914009779/a2222446zs-4a.htm.


                                                                                FCC Form 603
                                                                                     Exhibit 1
                                                                                   Page 2 of 4

convenience and necessity will be served thereby.”4 This standard involves a balancing
process that weighs the potential public interest benefits of the proposed transaction
against any potential harm. 5 In addition, the Commission has determined that transfer
and assignment applications that demonstrate on their face that a transaction will yield
affirmative public interest benefits and will neither violate the Act or Commission rules
nor frustrate or undermine policies and enforcement of the Act, do not require extensive
review and expenditures of considerable resources by the Commission. 6 The instant
application meets this standard.7 Not only is the proposed transaction permitted under the

4
  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, 10710 (2012) (“Verizon-
SpectrumCo Order”); Application of AT&T Inc. and Qualcomm Inc., Order, 26 FCC Rcd 17589,
17590 (2011) (“AT&T-Qualcomm Order”); Applications of AT&T Inc. and Centennial
Communications Corp., Memorandum Opinion and Order, 24 FCC Rcd 13915, 13916 (2009)
(“AT&T-Centennial Order”); Applications of Cellco Partnerhsip d/b/a Verizon Wireless and
Rural Cellular Corp., Memorandum Opinion and Order and Declaratory Ruling, 23 FCC Rcd
12463, 12465 (2008) (“Verizon-Rural Order”); Applications of AT&T Inc. and Dobson
Communications Corp., Memorandum Opinion and Order, 22 FCC Rcd 20295, 20296 (2007)
(“AT&T-Dobson Order”); Applications of Midwest Wireless Holdings, L.L.C. and ALLTEL
Communications, Inc., Memorandum Opinion and Order, 21 FCC Rcd 11526, 11535 (2006)
(“Alltel-Midwest Order”); Applications of Nextel Communications, Inc. and Sprint Corp.,
Memorandum Opinion and Order, 20 FCC Rcd 13967, 13976-77 (2005) (“Sprint-Nextel Order”);
Applications of Western Wireless Corp. and ALLTEL Corp., Memorandum Opinion and Order,
20 FCC Rcd 13053, 13062-63 (2005) (“Alltel-Western Order”); Applications of AT&T Wireless
Services, Inc. and Cingular Wireless Corp., Memorandum Opinion and Order, 19 FCC Rcd
21522, 21542-43 (2004) (“Cingular-AT&T Wireless Order”); 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, 2580-81 (2004) (“Cingular-NextWave Order”).
5
 Verizon-SpectrumCo Order, 27 FCC Rcd at 10710; AT&T-Qualcomm Order, 26 FCC Rcd at
17598-99; AT&T-Centennial Order, 24 FCC Rcd at 13927; Verizon-Rural Order, 23 FCC Rcd at
12476-77; AT&T-Dobson Order, 22 FCC Rcd at 20333; Alltel-Midwest Order, 21 FCC Rcd at
11535; Sprint-Nextel Order, 20 FCC Rcd at 13976; Alltel-Western Order, 20 FCC Rcd at 13062-
63; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21543; Cingular-NextWave Order, 19 FCC
Rcd 2570 at 2580-81.
6
 See Tele-Communications, Inc. and AT&T Corp., Memorandum Opinion and Order, 14 FCC
Rcd 3160, 3170 (1999); Ameritech Corp. and SBC Communications, Inc., Memorandum Opinion
and Order, 14 FCC Rcd 14712, 14740-41 (1999).
7
  The Commission has emphasized that a detailed showing of benefits is not required for
transactions where there are no anti-competitive effects. The Commission stated in Southern New
England Telecomm. Corp. to SBC Communications Inc., Memorandum Opinion and Order, 13
FCC Rcd 21292, 21315 (1998) that, in the absence of anti-competitive effects, a detailed showing
of benefits is not necessary in seeking approval of a merger. Similarly, as the Commission stated
in its approval of the SBC/Pacific Telesis merger, where it found that the merger would not


                                                                                    FCC Form 603
                                                                                         Exhibit 1
                                                                                       Page 3 of 4

Act and the Commission’s rules, it will serve the public interest without raising any
competitive concerns.

        There are no 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.
See 47 C.F.R. §§ 87.19, 90.115. Moreover, this application does not involve any wireless
licenses for which facilities have not yet been constructed, and thus trafficking concerns
are not implicated.8 A list of FCC licenses held by Orbital and to be transferred to
Alliant is provided in Attachment A to this Exhibit.

       The proposed transaction also does not raise competitive concerns.
Consummation of the transaction will not create a geographic overlap of Wireless Radio
Service licenses capable of providing interconnected mobile voice and/or data services
under applicable service rules. Finally, Orbital ATK will continue providing service on
an uninterrupted basis.

                          Pending Applications and Other Authorizations

        Alliant respectfully requests that a grant of consent to the instant transfer of
control of the Licensee also include applications filed by the Licensee that are pending.
In addition, Alliant seeks authority to include in this transaction other authorizations or
applications not specifically referenced herein as more fully described below.

        While the list of licenses referenced in Attachment A is intended to be complete,
the Licensee may now have on file, or may hereafter file, additional requests for
authorizations for new or modified facilities that may be granted before or after the
Commission takes action on this application. Accordingly, Alliant requests that
Commission approval of this application include authority for it to transfer control of: (1)
any authorization issued to the Licensee during the pendency of the subject transaction
prior to closing; (2) any construction permit held by the Licensee that matures into a
license after closing, as well as (3) any applications that are pending at the time the
proposed transfer of control is consummated. Such action would be consistent with prior



reduce competition and that SBC possessed the requisite qualifications to control the licenses in
question, “[a] demonstration that benefits will arise from the transfer is not . . . a prerequisite to
our approval, provided that no foreseeable adverse consequences will result from the transfer.”
Pacific Telesis Group and SBC Communications Inc., Memorandum Opinion and Order, 12 FCC
Rcd 2624, 2626-27 (1997); see also, Comcast Cellular Holdings, Co. and SBC Communications,
Inc., Memorandum Opinion and Order, 14 FCC Rcd 10604, 10608-09 (WTB 1999).
8
  47 C.F.R. § 1.948(i) (noting that the Commission may request additional information regarding
trafficking if it appears that a transaction involves unconstructed authorizations that were
obtained for the principal purpose of speculation).


                                                                            FCC Form 603
                                                                                 Exhibit 1
                                                                               Page 4 of 4

decisions of the Commission. 9 Moreover, because the instant transfer of control is
intended to include all of the FCC authorizations that the Licensee holds, or will hold,
Alliant requests that Commission approval of this application include authority for it to
transfer any call signs that inadvertently may have been omitted.

        In addition, Alliant hereby requests a blanket exemption from Sections 1.927(h)
and 1.933(b) of the Commission’s rules in cases where the Licensee files amendments to
pending applications to reflect consummation of the transfer of control.10 The exemption
is requested so that such amendments reporting the change in ownership will not be
treated as major amendments requiring a second public notice for the still-pending
applications. Since any ownership changes that result with respect to any particular
pending application are part of a larger transaction undertaken for a legitimate business
purpose, grant of such an exemption would be consistent with previous Commission
decisions. 11

                                        Conclusion

       Alliant is a leading provider of advanced weapons and space systems. Its
advanced technologies and ammunition are critical to keep our Homeland secure and
defend our national security. Alliant is proud to have been chosen to provide key
components for NASA’s Space Shuttle and other NASA missions. Orbital is also a key
provider of space and launch systems that enable or enhance commercial, civil
government and defense operations.

        Commission grant of this application will serve the public interest, convenience
and necessity as it will permit Alliant and Orbital to combine their expertise, more
efficiently manage their holdings, effectuate the proposed merger, and for Orbital ATK to
carry on these operations uninterrupted, which are critical to Homeland security and U.S.
space exploration. For the reasons set forth herein, Alliant requests that the Commission
grant the instant application expeditiously.




9
 NYNEX Corp. and Bell Atlantic Corp., Memorandum Opinion and Order, 12 FCC Rcd 19985,
20097 (1997); Craig O. McCaw and Am. Tel. & Telegraph, Memorandum Opinion and Order, 9
FCC Rcd 5836, 5909 n.300 (1994) (“McCaw”).
10
     47 C.F.R. §§ 1.927(h), 1.933(b).
11
 See, e.g., PacifiCorp Holdings, Inc. and Century Telephone Enterprises, Inc., Memorandum
Opinion and Order, 13 FCC Rcd 8891, 8915 (WTB 1997); McCaw, 9 FCC Rcd at 5909 n.300.


                   Attachment A

           FCC licenses to be transferred


     FRN             Call Sign    Type of License
1    0003577186      WD2XIF       Experimental
2    0003577186      WE2XSE       Experimental
3    0003577186      WE2XSF       Experimental
                                  Industrial/Business
4    0003577186      WNZX982      Pool, Conventional
                                  Aeronautical and
5    0014578496      KA98112      Fixed
6    0014578496      140SC        Aircraft
7    0014578496      29330MOB     Aircraft
8    0014956486      WG2XPG       Experimental
9    0014956486      WH2XFB       Experimental
10   0014956486      WF2XYR       Experimental
11   0014956486      WF2XZL       Experimental
12   0014956486      WH9XVR       Experimental
13   0016225740      WH9XRI       Experimental
                                  Industrial/Business
14   0020275566      WPRK698      Pool, Conventional
                                  Industrial/Business
15   0020275566      WPRK699      Pool, Conventional
                                  Industrial/Business
16   0020275566      WPZV554      Pool, Conventional
                                  Industrial/Business
17   0020275566      WQFU805      Pool, Conventional



Document Created: 2015-01-20 13:43:24
Document Modified: 2015-01-20 13:43:24

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