Public Notice TEL01240NS

Accepted for Filing Non-Streamlined Public Notice

International Telecommunications

2008-03-04

FCC.report > IB > Public Notices > TEL01240NS

Filings Included

File NumberService
ISP-PDR-20080129-00002International Telecommunications
IBFS_PN_622947

PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 12th STREET S.W. WASHINGTON D.C. 20554 News media information 202-418-0500 Fax-On-Demand 202-418-2830; Internet: http://www.fcc.gov (or ftp.fcc.gov) TTY (202) 418-2555 Report No. TEL-01240NS Tuesday March 4, 2008 NON STREAMLINED INTERNATIONAL APPLICATIONS/PETITIONS ACCEPTED FOR FILING Section 214 Applications (47 C.F.R. § 63.18); Authorize Switched Services over Private Lines (47 C.F.R. § 63.16) and Section 310(b)(4) Unless otherwise specified, the following procedures apply to the applications listed below: The applications listed below have been found, upon initial review, to be acceptable for filing. These applications are not subject to the streamlined processing procedures set forth in Section 63.12 of the Commission’s rules, 47 C.F.R. § 63.12. These applications shall not be deemed granted until the Commission affirmatively acts upon the application, either by public notice or by written order. Operation for which authorization is sought may not commence except in accordance with any terms or conditions imposed by the Commission. Unless otherwise specified, interested parties may file comments with respect to these applications within 28 days of the date of this public notice. We request that such comments refer to the application file number shown below. No application listed below shall be granted by the Commission earlier than the day after the date specified in this public notice for the filing of comments. Unless otherwise specified, ex parte communications between outside parties and Commission staff concerning these applications are permitted subject to the Commission’s rules for “permit-but-disclose proceedings.” See 47 C.F.R. § 1.1206. Copies of all applications listed here are available for public inspection in the FCC Reference and Information Center, located in room CY-A257 at the Portals 2 building, 445 12th Street SW, Washington DC 20554. The center can be contacted at (202) 418-0270. People with Disabilities: To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty). All applications listed are subject to further consideration and review, and may be returned and/or dismissed if not found to be in accordance with the Commission’s rules, regulations, and other requirements. Page 1 of 2

ISP-PDR-20080129-00002 P Harbinger Capital Partners Master Fund I, Ltd. Petition for Declaratory Ruling Harbinger Capital Partners Master Fund I, Ltd. (Master Fund) and Harbinger Capital Partners Special Situations Fund, L.P. (Special Fund) (collectively, the "Harbinger Funds" or "Petitioners") have jointly filed a petition for declaratory ruling under section 310(b)(4) of the Communications Act of 1934, as amended, that it is in the public interest for the Harbinger Funds to increase their indirect ownership interests in Mobile Satellite Ventures Subsidiary LLC (MSV) through the purchase of additional shares in MSV's parent company, SkyTerra Communications, Inc. (SkyTerra). SkyTerra is a publicly-traded Delaware corporation. The Harbinger Funds currently have interests in both MSV and SkyTerra, as specified by the Petitioners. Specifically, Petitioners request approval under section 310(b)(4) for the indirect foreign ownership of MSV: (1) by the Harbinger Funds through SkyTerra, up to and including 31.21% equity and 45.19% voting; (2) through the Harbinger Funds and SkyTerra, up to and including 27.25% equity and 48.56% voting; and (3) by the Harbinger Funds through TerreStar Corporation and SkyTerra, up to and including 15.56% equity. According to the Petitioners, the Master Fund is a Cayman Islands exempted company. The majority of the Master Fund's voting shares (83.90%) are owned by Harbinger Capital Partners Offshore Fund I, Ltd., also a Cayman Islands entity. The remaining 16.10% of the voting shares of the Master Fund are owned by Harbinger Capital Partners Fund I, L.P., a Delaware limited partnership. The Petitioners state that all of the direct and indirect interests in the Master Fund are held either by U.S. citizens or citizens of World Trade Organization (WTO) signatories, except for five investors from the Bahamas that hold in the aggregate 0.49% in Harbinger Capital Partners Offshore Fund I, Ltd. These amounts represent an indirect aggregate 0.08% non-WTO Member country interest in MSV. Further, the Master Fund's board of directors is controlled by citizens of the United States and other WTO Member countries, who, in turn, delegated broad investment management authority under an investment management agreement to Harbinger Capital Partners Offshore Manager, LLC, a Delaware limited liability company. This entity is ultimately controlled by individuals who are citizens of the United States. The Special Fund is a Delaware limited partnership whose general partner, Harbinger Capital Partners Special Situations GP, LLC (Special Fund GP), is a Delaware limited liability company. Special Fund GP has management control over the Special Fund and is ultimately controlled by individuals who are citizens of the United States. According to the petition, the limited partners of the Special Fund have no ability to control or be involved in the day-to-day business operations, activities or decisions of the Special Fund. All of the limited partners are U.S. citizens, with the exception of Harbinger Capital Special Situations Offshore Fund, L.P. (Special Offshore Fund), a Cayman Islands limited partnership that holds 70.26% of the equity in the Special Fund. All the ownership interests in this limited partner are held by citizens of the United States and other WTO signatories. The general partner of the Special Offshore Fund is a Delaware limited liability company, which, in turn, is ultimately controlled by a U.S. corporation. The Petitioners assert that the Harbinger Funds would not purchase more than 49.99% of SkyTerra's shares (equity or voting). They state that the Harbinger Funds will not have de jure control of MSV. Moreover, the Petitioners recognize that grant of their petition would not give the Harbinger Funds authority to exercise de facto control over SkyTerra or MSV without first obtaining Commission approval for a transfer of control. REMINDER: Applicants must certify that neither the applicant nor any party to the application is subject to a denial of federal benefits by federal and/or state courts under authority granted in 21 U.S.C. § 862. See 47 C.F.R. §§ 1.2001–.2003. An updated version of Section 63.09-.25 of the rules, and other related sections, is available at http://www.fcc.gov/ib/pd/pf/telecomrules.html Page 2 of 2


Document Created: 2008-03-04 09:54:58
Document Modified: 2008-03-04 09:54:58
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