ESOC Supplement.pdf

Section 1.65 Notification submitted by EchoStar Corporation

1.65 Letter

2011-03-17

This document pretains to SAT-ASG-20110224-00034 for Assignment on a Satellite Space Stations filing.

IBFS_SATASG2011022400034_876263

Pantelis Michalopoulos                                                          1330 Connecticut Avenue, NW
202.429.6494                                                                     Washington, DC 20036-1795
pmichalo@steptoe.com                                                                       Tel 202.429.3000
                                                                                           Fax 202.429.3902
                                                                                                 steptoe.com




March 17, 2011



Marlene H. Dortch
Secretary
Federal Communications Commission
445 12th Street, S.W.
Washington, D.C. 20554


Re:     EchoStar Corporation, EchoStar Satellite Operating Corporation, File Nos. SAT-ASG-
        20110224-00033, SAT-ASG-20110224-00034, SAT-ASG-20110224-00035

Dear Ms. Dortch:

         EchoStar Corporation (“EchoStar”) hereby submits this letter, pursuant to Section 1.65 of the
Commission’s rules,1 to update the information submitted in the above-referenced applications2 and
reflect the incorporation of EH Holding Corporation (“EHH”). Specifically, on February 24, 2011,
EchoStar submitted these applications requesting consent to the pro forma assignment of its space
station authorizations to its indirect wholly-owned subsidiary, EchoStar Satellite Operating Corporation
(“ESOC”). EchoStar explained that the assignment is necessary for EchoStar’s subsidiaries to obtain
debt financing and will improve the provision of satellite services to EchoStar’s customers. EchoStar
also explained that, prior to obtaining financing, it would incorporate a new direct wholly-owned
subsidiary, identified as “Finance Co.,” which, following certain events, would become the indirect
parent of ESOC.3

        1
            47 C.F.R. § 1.65.
        2
         See File Nos. SAT-ASG-20110224-00033, SAT-ASG-20110224-00034, SAT-ASG-20110224-
00035 (filed Feb. 24, 2011).
        3
            See id., Narrative at 2.


Marlene H. Dortch
March 17, 2011
Page 2


       On March 16, 2011, EchoStar incorporated this direct wholly-owned subsidiary, EHH. A list of
EHH’s directors and officers is provided as Attachment 1. The actions described in the original
applications that will result in EHH becoming the indirect parent of ESOC will be completed within 60
days of receiving Commission consent to EchoStar’s applications. EchoStar hereby substitutes EH
Holding Corporation for Finance Co. in all references to Finance Co. in its applications.

        Additionally, EchoStar is attaching to this letter revised charts reflecting the corporate structure
before and after the proposed pro forma transfer of the licenses and reorganization described in the
original applications (Attachment 2) and a revised ownership statement submitted in response to
question A.20 of the Form 312 applications reflecting the incorporation of EHH (Attachment 3).

       If you have any questions, please do not hesitate to contact me.



                                               Respectfully submitted,



                                                              /s/

Alison Minea                                    Pantelis Michalopoulos
Corporate Counsel                               Petra Vorwig
EchoStar Corporation                            L. Lisa Sandoval
1110 Vermont Avenue N.W., Suite 750             Steptoe & Johnson LLP
Washington, D.C. 20005                          1330 Connecticut Avenue, N.W.
(202) 293-0981                                  Washington, D.C. 20036
                                                (202) 429-3000
                                                Counsel for EchoStar Corporation


ATTACHMENT 1


                                     EH Holding Corporation
                                      Directors and Officers

Directors
Charles W. Ergen
Michael T. Dugan
R. Stanton Dodge

Officers
Charles W. Ergen - Chairman
Michael T. Dugan – President and Chief Executive Officer
R. Stanton Dodge – EVP, General Counsel and Secretary
David J. Rayner – Chief Financial Officer


ATTACHMENT 2


                                     Pre-Reorganization Structure


                                      EchoStar Corporation




     EchoStar Satellite Services L.L.C.                      EchoStar 77 Corporation




EchoStar Satellite Operating Corporation


                           Post-Reorganization Structure

                               EchoStar Corporation
                                    (Assignor)



                             EH Holding Corporation




                         EchoStar Satellite Services L.L.C.




EchoStar Satellite Operating Corporation               EchoStar 77 Corporation
       (Space Station Assignee)                    (Blanket Earth Station Assignee)


ATTACHMENT 3


                                               EXHIBIT C

                                   RESPONSE TO QUESTION A.20

                                     OWNERSHIP STATEMENT

1.     Name, address, citizenship and primary business of controlling and intermediate entities

         Upon receiving consent to the pro forma transaction described in these applications, EchoStar
Satellite Operating Corporation (“ESOC”), a Colorado corporation with offices at 100 Inverness Terrace
East, Englewood, CO 80112, will hold the licenses identified in these applications directly. ESOC is a
direct wholly-owned subsidiary of EchoStar Satellite Services L.L.C. (“ESS”), a Colorado limited
liability company with offices at 100 Inverness Terrace East, Englewood, CO 80112. ESS, for its part,
is currently a direct wholly-owned subsidiary of EchoStar Corporation (“EchoStar”), but, following
consummation of the corporate reorganization described in these applications, will become a direct
wholly-owned subsidiary of EH Holding Corporation (“EHH”), a Colorado corporation with offices at
100 Inverness Terrace East, Englewood, CO 80112. EchoStar, a publicly traded Nevada corporation
with offices at 100 Inverness Terrace East, Englewood, CO 80112, presently owns 100 percent of EHH
directly. EchoStar’s primary business is the provision of satellite services and digital set-top box design,
development, and distribution. EchoStar is controlled by Charles W. Ergen, a U.S. citizen, as described
below.

        The following diagram describes the corporate structure that will exist following consummation
of the pro forma transaction.

                                    EchoStar Corporation




                                   EH Holding Corporation




                              EchoStar Satellite Services L.L.C.




                          EchoStar Satellite Operating Corporation


2.     Name, address, citizenship and percentage holdings of all 10%+ stockholders of the
controlling corporation
                                                               Approx.      Approx.
                                                               Equity       Voting
       Ownership Interest                Citizenship           Interest2    Interest1

        Charles W. Ergen2                            USA                       43.8%             56.0%
        Chairman
        EchoStar Corporation
        100 Inverness Terrace East
        Englewood, CO 80112

        William R. Gouger3               USA                                   33.5%             36.7%
        Gouger Franzmann & Hooke, LLC
        400 Inverness Parkway, Suite 250
        Englewood, CO 80112




        1
            As of December 31, 2010.
        2
           Includes both Class A common and Class B common stock ownership. Class B common stock is owned through
certain trusts.
        3
           Includes Class B common stock for which Mr. Gouger has voting power solely by virtue of his position as a trustee
of several trusts established by Mr. Charles W. Ergen.



Document Created: 2011-03-17 15:56:18
Document Modified: 2011-03-17 15:56:18

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