Attachment DA-12-332A1.pdf

DA-12-332A1.pdf

DECISION

DA 12-332

2012-03-02

This document pretains to SAT-ASG-20110822-00165 for Assignment on a Satellite Space Stations filing.

IBFS_SATASG2011082200165_943860

                                   Federal Communications Commission                                                                                                                                                        DA 12—332




                                                Before the
                                   Federal Communications Commission
                                           Washington, D.C. 20554


In the Matter of




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DBSD North America, Inc., Debtor—in—Possession;                                                                                                                                                IB Docket No. 11—150
New DBSD Satellite Services G.P., Debtor—in—
Possession; Pendrell Corporation, Transferor; and
TerreStar License Inc., Debtor—in—Possession;
Assignor,

and

DISH Network Corporation, Transferee; and
Gamma Acquisition L.L.C.; Assignee

Applications for Consent to Assign/Transfer
Control of Licenses and Authorizations of New
DBSD Satellite Services G.P., Debtor—in—
Possession and TerreStar License Inc., Debtor—in—
Possession



In the Matters of

New DBSD Satellite Services G.P., Debtor—in—                                                                                                                                                   IB Docket No. 11—149
Possession

TerreStar Licensee Inc., Debtor—in—Possession

Requests for Rule Waivers and Modified
Ancillary Terrestrial Component Authority
                                                     ORDER

     Adopted: March 2, 2012                                                                                                                                                                       Released: March 2, 2012

By the Chief, International Bureau:

L.        INTRODUCTION

        1.      In this Order, we consider a series of applications by which DISH Network Corporation
("DISH") seeks approval, pursuant to sections 214 and 310 of the Communications Act of 1934, and the
Commission‘s rules,‘ to acquire control of the licenses for the U.S. operations of two satellite systems —
TerreStar—1 and DBSD G1. The relevant licensees, both debtors in possession in connection with
bankruptcy proceedings, are New DBSD Satellite Services G.P., Debtor—in—Possession ("New DBSD
DIP") and TerreStar License Inc., Debtor—in—Possession ("TSL DIP")." The licensees both hold licenses


‘ 47 U.S.C. §§ 214, 310(d); 47 C.E.R. §§ 25.119(d), 25.137(g), and 63.24.
2 See ICO Global Communications (Holdings) Limited; DBSD North America, Inc. Debtor—in—Possession; New
DBSD Satellite Services G.P. Debtor—in—Possession, Transferors, and DISH Network Corporation, Transferee,


                                       Federal Communications Commission                               DA 12—332



for gateway earth stations, mobile earth terminals (MET‘s), and an ancillary terrestrial component (ATC).
The MET and ATC licenses together authorize operations throughout the entire 40 megahertz of spectrum
available for mobile satellite service (MSS) operations in the 2 GHz band (2000—2020 MHz uplink and
2180—2200 MHz downlink). Based on the record established in this proceeding, we find that grant of the
applications will serve the public interest, convenience, and necessity. We also deny certain requests for
waivers of the MSS/ATC rules.

IL.      BACKGROUND

        2.      In the DBSD Consolidated Application filed on April 8, 2011, New DBSD DIP and
DISH seek approval to transfer control of New DBSD DIP to DISH. In the TerreStar Consolidated
Application filed on August 22, 2011, TSL DIP, DISH and Gamma Acquisition LL.C. (Gamma) seek
approval to assign the authorizations held by TSL DIP to Gamma, a wholly owned subsidiary of DISH.*
Concurrently with the filing of the TerreStar Consolidated Application, New DBSD DIP and DISH filed
an amendment to their application to reflect the complementary transaction proposed by TerreStar and
DISH." The parties to both sets of applications requested that the DBSD Consolidated Application, the
DBSD Consolidated Amendment and the TerreStar Consolidated Application be considered as a
consolidated proceeding."

         A.        Description of the Parties

                   1.        New DBSD Satellite Services G.P, Debtor—in—Possession

         3.     Pendrell Corporation ("Pendrell"), a Delaware corporation, formerly ICO Global
Communications (Holdings) Limited, is the parent of DBSD North America, Inc. Debtor—in—Possession
("DBSD NA DIP"), a Delaware corporation. DBSD NA DIP is an indirect parent of DBSD Satellite
Services G.P., Debtor—in—Possession, a Delaware corporation, which owns 99.9% of New DBSD DIP,
also a Delaware corporation.‘ New DBSD DIP holds authorizations for gateway earth stations, METs,
and an ATC.
                   2.        TerreStar License Inc., Debtor—in—Possession

         4.   TerreStar License Inc., Debtor—in—Possession ("TSL DIP") is a wholly owned direct

Consolidated Application for Authority to Transfer Control, Narrative, IBFS File Nos. SES—T/C—20110408—00424
and —00425 (filed Apr. 8, 2011) ("DBSD Consolidated Application"). DBSD amended its application on August 22,
2011. Amendment to Application for Transfer of Control, IBFS File Nos. SES—AMD—20110822—00986, —00987,
—00988, —00989, and —00990 (filed Aug. 22, 2011) ("DBSD Consolidated Amendment").
3 See TerreStar Networks Inc., Debtor—in—Possession; and TerreStar License Inc., Debtor—in—Possession, Transferors,
and DISH Network Corporation and Gamma Acquisition LL.C., Transferees, Consolidated Application for Transfer
of Authorizations, IBFS File Nos. SES—ASG—20110822—00992, —00993, —00994, and ITC—ASG—20110822—00279
(filed Aug. 22, 2011) ("TerreStar Consolidated Application").
* On February 6, Industry Canada approved the transfer of radio licenses held by TerreStar Networks (Canada) Inc.
and 0887729 B.C. Ltd., TerreStar‘s Canadian subsidiaries, to Gamma Acquisition Canada ULC, DISH‘s wholly
owned subsidiary. Letter from Alison Minea, Counsel for DISH, to Marlene Dortch, Secretary, Federal
Communications Commission (filed Feb. 7, 2012) ("Feb. 7 DISH ex parte letter").
* DISH and Gamma have also filed an application for informational purposes to facilitate the updating of
Commission records with respect to the Letter of Intent grants for DBSD G1 and TerreStar—1. See IBFS File Nos.
SAT—T/C—20110408—00071, as amended by SAT—AMD—20110822—00164, and SAT—ASG—20110822—0165.
© DBSD Consolidated Amendment at 2; TerreStar Consolidated Application at 50.
‘ DBSD Consolidated Application at 4, and Attachment 1 at 3. SSG UK Ltd. DIP owns .01% of New DBSD DIP.
8 See Appendix A for a list of all relevant files.
                                                        bo


                                    Federal Communications Commission                                   DA 12—332



subsidiary of TerreStar Networks Inc., Debtor—in—Possession ("TSN DIP"). Both are corporations
organized under the laws of Delaware." TerreStar Corporation, Debtor—in—Possession ("TSC DIP"), is the
indirect parent of TSN DIP and is a publicly traded corporation organized under the laws of Delaware."

       5.      TSN DIP holds licenses to operate ATC base stations and up to two million dual—mode
MSS—ATC mobile earth terminals on a common carrier basis."‘ TerreStar provides commercial wholesale
MSS roaming as a part of an AT&T Mobility offering."" TerreStar offers next—generation mobile
broadband with satellite coverage throughout the 50 states, Puerto Rico and the U.S. Virgin Islands."

                  3.       The Transferees/ Assignees — DISH Network Corporation and Gamma
                           Acquisition L.L.C.

         6.      DISH, a publicly traded company organized under the laws of Nevada, operates a
subscription satellite television service.‘"" Charles W. Ergen is the controlling shareholder of DISH
through stockholdings which give him a 90.5% voting interest and a 53.6% equity interest."" Mr. Ergen
also controls EchoStar Corporation ("EchoStar"), which designs, develops and distributes digital set—top
boxes. EchoStar provides digital broadcast operations to DISH and is DISH‘s sole supplier of digital set—
top boxes for the DISH DBS service. As of February 2012, DISH owns six satellites and leases capacity
on seven additional satellites."" Also as of February 2012, EchoStar and its subsidiaries own six satellites
and lease capacity on five additional satellites."

        7.      Gamma Acquisition L.L.C. ("Gamma") is a limited liability company organized under
the laws of Colorado and is a wholly owned subsidiary of DISH. Gamma was formed for the purpose of



° TerreStar Consolidated Application at Attachment 3.

 TerreStar Corporation, Form 10—K, United States Securities and Exchange Commission, at 1 (Mar. 16, 2010).
TSC DIP holds an indirect 89.3 percent controlling voting interest in TSN DIP through its wholly owned subsidiary
Motient Ventures Holding, Inc. TerreStar Consolidated Application at 11, n.14.
" TerreStar Consolidated Application at 11. See Appendix A for a list of all authorizations and licenses being
transferred. TerreStar has a Network Security Agreement with the Department of Justice and the Department of
Homeland Security. Network Security Agreement between TerreStar Corporation, TerreStar Networks, Inc., the
Department of Justice and the Department of Homeland Security (executed Dec. 18, 2009). These agreements will
continue to apply as conditions of the licenses assigned to Gamma. See TerreStar Networks Inc. Application for
Blanket Authority to Operate Ancillary Terrestrial Component Base Stations and Dual—Mode MSS—ATC Mobile
Terminals in the 2 GHz MSS Bands, Order and Authorization, 25 FCC Red 228, 240 (2010).
 TerreStar Consolidated Application at 12.
} Id. at 12 and Declaration of Dennis Matheson at 1.
* Id. at 4.
5 Id. at 4 and Declaration of Thomas Cullen at 3, see also Attachment 1 at 1.

5 DISH Network Corp., Annual Report (Form 10—K) at 7 (Feb. 23, 2012). In this report, DISH states that it owns
EchoStar I, EchoStar VI, EchoStar X, EchoStar XI, EchoStar XIV and EchoStar XV. It leases capacity on five
satellites from EchoStar — EchoStar VI, EchoStar VIII, EchoStar IX, EchoStar XII, and Nimiq 5, and two from other
parties — Anik F3 and Ciel II. DISH has leased capacity on one space station that is under construction — EchoStar
XVIL Id.
‘ EchoStar Annual Report (Form 10—K) at 6 (Feb. 24, 2011); EchoStar Quarterly Report (Form 10—Q) (at 16—17
(Nov. 7, 2011). EchoStar states that it owns EchoStar III, EchoStar VI, EchoStar VIIH, EchoStar IX and EchoStar
XII and, through its Hughes subsidiary, Spaceway 3. It leases capacity on one satellite from DISH — EchoStar 1,
and leases capacity on four satellites from other parties — AMC—15, AMC—16, Nimiq 5, and Quetzsat—1. EchoStar
owns one satellite currently under construction — EchoStar XVI. EchoStar‘s Hughes subsidiary has one satellite
under construction — Jupiter.


                                   Federal Communications Commission                                  DA 12—332



acquiring the assets of TSN DIP, TSL DIP and the other TerreStar debtors."*

          B.        Description of the Transaction

        8.       DBSD Transaction. DISH proposes to acquire control of DBSD NA DIP and its
subsidiaries by purchasing all of its reissued stock upon emergence from bankruptcy, offering to purchase
some of the DBSD entities‘ debts and providing $87.5 million to support continued operations before
emerging from bankruptcy." DISH will also pay Pendrell approximately $325 million for certain rights
and services."" Upon consummation of the transaction, New DBSD Satellite Services GP, together with
DBSD NA and the debtor entities it owns directly or indirectly, will emerge as subsidiaries of DISH.*‘
DISH will acquire indirect control over the five earth station licenses."" The United States Bankruptcy
Court for the Southern District of New York approved an Investment Agreement detailing the transaction
on Mzgch 15, 2011, and approved the plan of reorganization for emerging from bankruptcy on July 5,
2011.

         9.      Sprint Nextel Corporation ("Sprint") asserted pre—petition claims against DBSD, DBSD
North America, and certain subsidiaries of DBSD North America."" Sprint sought reimbursement of costs
arising from the relocation of Broadcast Auxiliary Service facilities in the 2 GHz bands."" On November
3, 2011, DISH and Sprint reached an agreement"to settle all of these disputes among Sprint, DISH, and
their subsidiaries and affiliates in a mutually satisfactory manner."""

          10.       Gamma—TerreStar Transaction. Gamma proposes to acquire substantially all of the
assets of TerreStar Debtors for $1.375 billion."" On June 14, 2011, DISH, Gamma and the TerreStar
debtors entered into a Purchase Agreement, in which Gamma agreed to purchase substantially all of the
assets of the TerreStar debtors including the TSL DIP"s authorizations granted by the Commission."" The
United States Bankruptcy Court for the Southern District of New York approved the Purchase Agreement
on July 7, 2011."°




® TerreStar Consolidated Application at 10, Attachment 3.
  DBSD Consolidated Application at 6.
* Id. at 7. The rights include acquisition by DISH of a call right to acquire Pendrell‘s stock in DBSD NA DIP. The
applicants, while noting that this right is unlikely to be exercised, specifically seek approval for its potential
exercise. Id. at 8, n.16.
*‘ DBSD Consolidated Application, DBSD North America, Inc. — Corporate Structure Post—Transaction Attachment.
* DBSD Consolidated Application at 9.
* Letter from Peter Corea, DBSD Satellite Services G.P., to Marlene Dortch, Secretary, Federal Communications
Commission, July 28, 2011.

* DBSD Consolidated Application at 5, 7.
* Id. at 7.
* Withdrawal of Petition to Condition Approval or to Deny of Sprint Nextel Corporation, IB Docket No. 11—150, at
2 (Nov. 3, 2011).

* TerreStar Consolidated Application at 2.
* 14.
* Id. at 2—3.


                                     Federal Communications Commission                                     DA 12—332



          C.       Application and Review Process

          11.      The Consolidated Applications were placed on Public Notice on September 15, 2011."°
In response to the Public Notice,"‘ MetroPCS Communications Inc. filed a petition arguing that DISH had
not filed sufficient information to justify a grant."" DISH filed an opposition."" Satellite Holdings LLC
filed a reply supporting grant of the application."* There were numerous ex parte letters filed."

IIL.     PUBLIC INTEREST ANALYSIS _

         12.     Pursuant to sections 214 and 310(d) of the Communications Act,"° we must determine
whether the applicants have demonstrated that the proposed transfer of control will serve the public
interest, convenience, and necessity. In making this determination, we first assess whether the proposed
transaction complies with the specific provisions of the Communications Act, other applicable statutes,
and the Commission‘s rules. If the proposed transaction would not violate a statute or rule, we next
consider whether it could result in public interest harms by substantially frustrating or impairing the
objectives or implementation of the Communications Act or related statutes."" We then employ a

* DISH Network Corporation Files to Acquire Control of Licenses and Authorizations Held By New DBSD
Satellite Services G.P., Debtor—in—Possession and TerreStar License Inc., Debtor—in—Possession, Public Notice, DA
11—1557, IB Docket No. 11—150 (rel. Sept. 15, 2011).
* Sprint Nextel originally filed a Petition requesting that the Commission condition approval of the applications on
DISH immediately meeting its reimbursement obligations to Sprint Nextel or deny the applications. Sprint Nextel
Corporation, Petition of Sprint Nextel Corporation to Condition Approval or to Deny, IB Docket No. 11—150 (filed
Oct. 17, 2011). However, Sprint withdrew that Petition with prejudice because Sprint had reached an agreement
with DISH to settle the disputes regarding the reimbursement obligations. Sprint Withdrawal at 1—2. See supra {[ 9.
> MetroPCS Communications, Inc., Petition of MetroPCS Communications, Inc. to Require Further Public Interest
Showing or, in the Absence of Such a Showing, to Deny the DISH Network Corporation Applications, IB Docket
No. 11—150 (filed Oct. 17, 2011) ("MetroPCS Petition"). CTIA—The Wireless Association ("CTIA") also filed
comments and reply comments in this docket and the separate docket concerning waivers of the ATC rules. CTIA‘s
comments relate to the ATC waiver requests and will be addressed separately.
» DISH Network Corporation, Gamma Acquisition LLC; TerreStar Networks Inc., Debtor—in—Possession; TerreStar
License Inc., Debtor—in—Possession; Pendrell Corporation; DBSD North America Inc., Debtor—in—Possession; and
DBSD Satellite Services G.P., Consolidated Opposition to Petitions to Deny and Response to Comments, IB Docket
Nos. 11—149 and 11—150 (filed Oct. 27, 2011) ("Consolidated Opposition").
* Satellite Holdings, LLC, Reply Comments, IB Docket No. 11—140 (filed Oct. 28, 2011).
* Letters from Counsel for DISH, to Marlene Dortch, Secretary, Federal Communications Commission (filed Sept.
20, 23, 28, and 30, October 25, November 9 and 14, December 15, 2011, January 6, 13, and 20, February 2, 3, 7, 8,
14, 21, 23, and 28, and March 1, 2012); Letter from Mare Martin, Counsel for Sprint Nextel, to Marlene Dortch,
Secretary, Federal Communications Commission (filed Nov. 17, 2011); Letter from Consolidated Applicants to
Marlene Dortch, Secretary, Federal Communications Commission, IB Docket Nos. 11—149 and 11—150 (filed Nov.
30, 2011); Letter from Michael Calabrese, Public Interest Spectrum Coalition, to Marlene Dortch, Secretary, Federal
Communications Commission, (filed Jan. 23, 2012); Letter from Sasha Field, Counsel for TerreStar, to Marliene
Dortch, Secretary, Federal Communications Commission (filed Feb. 2, 2012), Letter from Mace Rosenstein,
Counsel for Ion Media Networks Inc., to Marlene Dortch, Secretary, Federal Communications Commission (filed
March 1, 2012. The summary of ex parte filings in this footnote addresses filings in IB Docket No. 11—150,
concerning the proposed transfer of control. In light of our action in this Order on the waiver requests under
consideration in IB Docket No. 11—149, we have not provided a detailed listing or description of comments and ex
parte filings in that docket.
8 47 U.S.C. §§ 214, 310(d).
* See, e. g., Applications ofXM Satellite Radio Holdings Inc., Transferor, to Sirius Satellite Radio Inc., Transferee,
for Consent to the Transfer Control of Licenses, Memorandum Opinion and Order and Report and Order, 23 FCC
Red 12348, 12364, [ 30 (2008) ("XM—Sirius Order"); News Corp. and DIRECTV Group, Inc. and Liberty Media
Corp. for Authority to Transfer Control, 23 FCC Red 3265, 3276—77, { 22 (2008) ("Liberty Media—DIRECTV
                                                           5


                                    Federal Communications Commission                                     DA 12—332



balancing test weighing any potential public interest harms of the proposed transaction against any
potential public interest benefits."" The applicants bear the burden of proving, by a preponderance of the
evidence, that the proposed transaction, on balance, will serve the public interest."" Our public interest
evaluation necessarily encompasses the "broad aims of the Communications Act,"* which include,
among other things, a deeply rooted preference for preserving and enhancing competition in relevant
markets, accelerating private sector deployment of advanced services, ensuring a diversity of license
holdings, and generally managing spectrum in the public interest."" Our public interest analysis may also
entail assessing whether the proposed transaction will affect the quality of communications services or
will result in the provision of new or additional services to consumers." Our competitive analysis, which
forms an important part of the public interest evaluation, is informed by, but not limited to, traditional
antitrust principles." The Commission considers whether a transaction will enhance, rather than merely
preserve, existing competition, and examines potential and future competition and its impact on the
relevant market."
          13.     We analyze below the competitive issues involved with DISH‘s proposed acquisition of
New DBSD DIP and TSL DIP and conclude that, while the proposed transactions will combine the
authorizations and assets of the two 2 GHz mobile satellite service providers, on balance the public
interest benefits resulting from the contemplated transactions outweigh the likelihood and nature of any
potential anticompetitive harm. We also conclude that the proposed transaction is otherwise consistent
with the Communications Act and Commission rules* and we find that the application is therefore in the
public interest.

         A.       Competitive Issues Regarding the Provision of Mobile Satellite Services

         14.      The applicants assert that the proposed transactions present no adverse competitive

Order"), SBC Comm. Inc. and AT&T Corp. Applications for Approval of Transfer of Control, 20 FCC Red 18290,
18300, [ 16 (2005) ("SBC—AT&T Order");, Verizon Comm., Inc. and MCI, Inc. Applications for Approval of
Transfer of Control, 20 FCC Red 18433, 18443, [ 16 (2005) ("Verizon—MCI Order").
* See, e.g., XM—Sirius Order, 23 FCC Red at 12364, [ 30; Liberty Media—DIRECTV Order, 23 FCC Red at 3277, J
22;, SBC—AT&T Order, 20 FCC Red at 18300, { 16; Verizon—MCI Order, 20 FCC Red at 18443, [ 16; General
Motors Corporation and Hughes Electronics Corporation, Transferors, and The News Corporation Limited,
Transferee, Memorandum Opinion and Order, 19 FCC Red 473, 483, {[ 15 (2004) ("News Corp.—Hughes Order").

* See, e. g., XM—Sirius Order, 23 FCC Red at 12364, [ 30; Liberty Media—DIRECTV Order, 23 FCC Red at 3277, [
22;, SBC—AT&T Order, 20 ECC Red at 18300, [ 16; Verizon—MCI Order, 20 FCC Red at 18443, {[ 16; Application of
EchoStar Communications Corporation (a Nevada Corporation), General Motors Corporation, and Hughes
Electronics Corporation (Delaware Corporations) (Transferors) and EchoStar Communications Corporation (a
Delaware Corporation) (Transferee), Hearing Designation Order, 17 FCC Red 20559, 20574, 4 25 (2002)
(EchoStar—DIRECTV Order).

a0 See, e.g., XM—Sirius Order, 23 FCC Red at 12364, [ 31; Liberty Media—DIRECTV Order, 23 FCC Red at 3277, [
23; News Corp.—Hughes Order, 19 ECC Red at 483, {[ 16; EchoStar—DIRECTV Order, 17 FCC Red at 20575, [ 26.

* See Telecommunications Act of 1996, Pub. L. No. 104—104, § 706, 110 Stat. 56, 153 (1996 Act), codified at 47
U.S.C. §157; 47 U.S.C. §§ 254, 332(c)(7);, 1996 Act, Preamble; XM—Strius Order, 23 FCC Red at 12365, [ 31;
Liberty Media—DIRECTVY Order, 23 FCC Red at 3277—78, [ 23.

42 See, e.g., XM—Sirius Order, 23 FCC Red at 12365, [ 31; Liberty Media—DIRECTV Order, 23 ECC Red at 3277—78,
[ 23.

43 See, e.g., XM—Sirius Order, 23 FCC Red at 12365, " 32; Liberty Media—DIRECTV Order, 23 FCC Red at 3278, I
24;, News Corp.—Hughes Order, 19 ECC Red at 484, |[ 17; EchoStar—DIRECTV Order, 17 FCC Red at 20575, 1 27.

4 See, e.g., XM—Sirius Order, 23 FCC Red at 12366, [ 32; Liberty Media—DIRECTV Order, 23 FCC Red at 3278, [
25.
* DISH is an existing licensee and no issues have been raised in this proceeding concerning its basic qualifications.

                                                          6


                                    Federal Communications Commission                                   DA 12—332



effects and will yield substantial public interest benefits including (1) extracting the MSS/ATC
authorizations and assets of the acquired firms from the bankruptcy process, thereby enabling deployment
of those resources; (2) creating a stronger competitor for the provision of (i) MSS voice and data,
(ii) MSS/ATC and (iii) mobile broadband services:"" and (3) facilitating more efficient use of the 2 GHz
MSS spectrum by combining the assets and the two assignments."‘

                  1.       Overview of Mobile Satellite Service Providers

          15.     MSS Bands. Commercial MSS systems are licensed to operate in the United States in the
following four sets of bands: the 2 GHz Band," the L—Band," the Big LEO (Iow—earth orbit) Band,"" and
the Little LEO Band.""‘ MSS operators are authorized to provide both voice and data services in the 2
GHz Band, the L—Band, and the Big LEO Band and are authorized to provide only data services in the
Little LEO Band.

        16.    MSS Providers in the 2 GHz Band: TerreStar and DBSD North America both operate in
the 2 GHz band, each is allocated 20 megahertz of MSS spectrum. Both TerreStar and DBSD have ATC
authority. DBSD operates using a MSS satellite, DBSD G—1, at 92.85° W.L, launched in April 2008,""
and at the time of application did not provide commercial MSS."" TerreStar operates using a Canadian—
licensed MSS satellite, the TerreStar T—1 at 111° W.L., launched in July 2009,"" and in September 2010,
began providing commercial service as a wholesale providerof satellite roaming to AT&T Mobility."
Both DBSD and TerreStar have ATC authorization, but neither is providing ATC service."" We also note
that in 2001, the International Bureau authorized eight satellite operators to provide MSS in the 2 GHz
band, but to date none except for TerreStar have been successful in bringing service to market.""

          17.    MSS Providers in the L—Band: Inmarsat and LightSquared are the two L—Band satellite


* See TerreStar Consolidated Application at 20—21.
* See Consolidated Opposition at 27. See also DBSD Amendment at 3 and TerreStar Consolidated Application at
23—25. Specifically, the applicants claim that each of the individual spectrum assignments alone is insufficient to
support the launch of a robust, nationwide mobile (MSS/ATC) broadband service that will effectively compete with
the terrestrial Commercial Mobile Radio Service (CMRS) providers. The applicants also claim that the integration
of the combined spectrum in the hands ofan experienced and financially sound distributor of multi—channel video
programming services that already operates a "network of sales support, installation, customer service, and
maintenance infrastructure" will be better positioned to "put underutilized 2 GHz MSS to use" and "meet the
expansive bandwidth requirements of Internet access and other broadband services." Id. at 3—4.
* 2000—2020 MHz (uplink) and 2180—2200 MHz (downlink).
* 1525—1559 MHz (uplink) and 1626.5—1660.5 MHz (downlink).
* 1610—1626.5 MHz {(uplink), 1613.8—1626.5 MHz (secondary downlink allocation); 2483.5—2500 MHz
(downlink).
°* 148—150 MHz (uplink) and 137—138 MHz and 400—401 MHz (downlinks).
* DBSD Consolidated Application at 13.
* Id. at 16.
* ‘Third Report and Analysis of Competitive Market Conditions with Respect to Domestic and International Satellite
Communications Services; Report and Analysis of Competitive Market Conditions with Respect to Domestic and
International Satellite Communications, Third Report, FCC 11—183, B Docket Nos. 09—16 and 10—99, [ 59 (rel. Dec.
13, 2011) ("Third Satellite Competition Report").
* TerreStar Consolidated Application at 13.
* TerreStar Consolidated Application at 31.
* Third Satellite Competition Report at J 49—51.


                                      Federal Communications Commission                                      DA 12—332



operators currently providing service in the L—Band in the United States. The L—Band consists of a 66
megahertz MSS allocation, and Inmarsat and LightSquared operate under a coordination and cooperation
agreement that allows both operators contiguous blocks of spectrum and facilitates the provision of MSS
and ATC broadband services in the United States."°

         18.        Inmarsat currently has 11 satellites in 9 orbital locations, including three satellites in
Inmarsat‘s I—4 constellation."" The I—4 constellation, launched in 2005, is used for Inmarsat‘s Broadband
Global Area Network (BGAN), with one of the three I—4 BGAN satellites servicing the United States.
Inmarsat provides voice, low—speed data, and high—speed data services to customers for various
applications including: (1) land—based applications, including broadband, machine—to—machine (e.g., asset
tracking) and voice; (2) maritime applications, including broadband, voice and maritime safety; and (3)
aeronautical applications, including broadband, voice, low—speed data and safety communications.
These services are available throughout most of the world (except at the poles), including the United
States and U.S. coastal waters.

         19.      LightSquared, owned by Harbinger Capital Partners Master Fund I, Ltd. and Harbinger
Capital Partners Special Situations Fund, L.P. (Harbinger)?61 provides service covering North America via
two geostationary satellites®" that provide voice and low—speed data services to customers, including: (1)
land—based applications (e.g., voice, asset tracking); (2) maritime applications; and (3) government
applications (e.g., disaster relief)." On November 15, 2010, LightSquared launched SkyTerra 1, its
replacement satellite for MSAT—2, and it was placed into service in 2011. SkyTerra 2 (licensed in
Canada), LightSquared‘s replacement satellite for MSAT—1, is being readied for launch. The design of
these satellites will allow communications with smartphones and tablets with a form factor similar to



* Td. at T 52—53.
* Inmarsat PLC, Annual Report and Accounts 2010,
http://annualreport.inmarsat.com/download centre/Inmarsat annual _report 2010.pdf at 9. See also,
http://www.inmarsat.com/About/default.aspx. The I—4 series provide mobile broadband services and are 60 times
more powerful than the I—3 series. They were first launched in 2005 and are anticipated to continue in commercial
operation until about 2020. In August 2010, Inmarsat announced a contract with Boeing to build a constellation of
three I—5 satellites. The I—5 satellites will operate in the Ka—band, with operations expected to start in 2014, and will
enable Inmarsat to provide a global high speed mobile broadband service offering. See Press Release: "Inmarsat
announces $1.2bn investment in next generation Ka—band satellite network," August 6, 2010,
http://www.inmarsat.com/About/Newsroom/Press/00036066.aspx.
® See http://www.inmarsat.com.
*‘ As of December 20, 2011, Harbinger also held a non—controlling interest in TerreStar Corporation of
approximately 3% of the voting shares and approximately 24% of the equity, as well as debt instruments. Letter
from Henry Goldberg, Attorney for Harbinger Capital Partners, to Marlene H. Dortch, Secretary, Federal
Communications Commussion, IB Docket 08—184, November 21, 2011, available at
http://apps.fee.gov/ecfs/document/view?id=7021748027; Letter from Henry Goldberg, Attorney for Harbinger
Capital Partners to Marlene H. Dortch, Secretary, Federal Communications Commission, IB Docket 08—184,
December 21, 2011, available at http://fjallfoss.fec.gov/ecfs/document/view?id=7021751386; Letter from Henry
Goldberg, Attorney for Harbinger Capital Partners to Marlene H. Dortch, Secretary, Federal Communications
Commission, IB Docket 08—184, January 18, 2012, available at
http://fjallfoss.fee.gov/ectfs/document/view?id=7021754431, and Letter from Henry Goldberg, Attorney for
Harbinger Capital Partners to Marlene H. Dortch, Secretary, Federal Communications Commission, IB Docket 08—
184, February 17, 2012, available at http://apps.fee.gov/ecfs/document/view?id=7021861353.
* These satellites are MSAT—1 (at 106.5° W.L., Canadian licensed) and MSAT—2 (at 101° W.L.).
® See SkyTerra Communications Inc., Transferor and Harbinger Capital Partners Funds, Transferee, Applications
for Consent to Transfer Control of SkyTerra Subsidiary, LLC, Memorandum Opinion and Order and Declaratory
Ruling, IB Docket No. 08—184, 24 FCC Red 3059, {[ 33 (2010) (SkyTerra Merger Order).

                                                            8


                                    Federal Communications Commission                                   DA 12—332



current terrestrial wireless devices."

         20.      MSS Providers in the Big LEO Bands: ITridium Communications Inc. ("Iridium") and
Globalstar, Inc. ("Globalstar") operate in the Big LEO Band. Iridium and Globalstar both provide global
voice and low—speed data services to customers for various applications including: (1) land—based
applications (e.g., asset tracking); (2) maritime applications (e.g., vessel monitoring); (3) government
applications (e.g., disaster relief); and (4) military applications." Iridium‘s next—generation constellation,
Iridium NEXT, described as including new product and service offerings as well as upgrades to Iridium‘s
current services including higher data rates, is expected to launch in 2015 and be fully deployed in 2017."°

        21.      MSS Provider in the Little LEO Band: The Little LEO Band is operationally restricted to
low data rates."" ORBCOMM operates in the Little LEO Band, providing narrowband digital two—way
messaging, data communications, and geo—positioning services globally. ORBCOMM provides these
services through value—added resellers."

                  2.       Potential Competitive Effects

         22.     Consistent with the DOJ/FTC Horizontal Merger Guidelines, we begin our analysis of the
competitive effects of this transaction by evaluating the impact of the transactions on the competitive
alternatives available to customers and consider those services which are reasonably interchangeable by
consumers for the same purposes." Recognizing that this transaction will result in consolidated control
of the only two licensees of 2 GHz MSS spectrum, we must determine whether an effect of this
transaction will be the reduction in consumer options for satellite services offered using 2 GHz MSS
spectrum. Thus, for the purpose of our analysis here, we begin by considering whether the proposed
acquisition will lessen competition in mobile satellite services offered by licensees using 2 GHz MSS
spectrum and by licensees using other MSS spectrum which is used for services which consumers find
reasonably interchangeable with the services provided by the two 2 GHz MSS operators.

         23.      MSS operators generally provide three types of mobile satellite services — low—speed
data, voice, and high—speed data — in each of three different locales, namely on land, at sea (maritime),
and in the air (aeronautical)."" The services also vary by the size and type of customer equipment, and by
whether the provider can offer global service, or only offers regional service. Based upon the record
before us at this time, we find that the L—Band MSS operators, Inmarsat and LightSquared, offer the
closest substitute services, each reasonably interchangeable with the services that were planned to be


*4 See LightSquared Petition for Declaratory Ruling, December 20, 2011 describing recent developments in
LightSquared‘s business plans), available at http:/www.lightsquared.com/wp—
content/uploads/2011/12/LightSquared—PDR.pdf.
© See SkyTerra Merger Order at [ 34.
* See http://wwwiridium.com/About/IridiumNEXT.aspx. The Iridium NEXT constellation will include 66
operational LEO satellites, as well as 6 in—orbit spares and 9 ground spares. See also "Iridium Announces
Comprehensive Plan for Next Generation Constellation," June 2, 2010, available at
http://multivu.praewswire.com/manr/iridium/44300/.
6 See 47 CFR § 2.106, footnote US320.
® Third Satellite Competition Report at [ 71; and SkyTerra Merger Order at J 36.
* See DOJ/FTC Horizontal Merger Guidelines, August 19, 2010, available at
http://www.justice.gov/atr/public/guidelines/hmg—2010.html. See also SkyTerra Communications, Inc., Transferor
and Harbinger Capital Partners Funds, Transferee, Applications for Consent to Transfer Control of SkyTerra
Subsidiary, LLC, Memorandum Opinion and Order and Declaratory Ruling, IB Docket No. 08—184, DA 10—535, 25
FCC Red 3059 at J 37 (Int‘l Bur./OET/WTB 2010) ("SkyTerra Merger Order").
* See Sky Terra Merger Order at [ 38.


                                     Federal Communications Commission                                   DA 12—332



offered by DBSD and TerreStar. Similar to the DBSD and TerreStar systems, LightSquared‘s system is
designed to operate with small customer handsets."" While Inmarsat‘s services have in the past operated
with portable laptop—sized customer equipment, recent service offerings include smaller handsets."
Operators in the Big LEO Band currently offer lower data throughput rates than the L—Band and 2 GHz
operators, and will not be offering higher data rates in the near future, and the Little LEO Band is
restricted to low—speed data service. Given the similarity in the type of services and customer equipment,
some customers contemplating the 2 GHz service options are likely to also consider the L—Band service
options as reasonably interchangeal:>le.73 Thus, for the purpose of the current analysis we consider the two
2 GHz MSS operators,74 DBSD and TerreStar, and the two L—Band MSS operators, Inmarsat and
LightSquared."
        24.      In addition, while the proposed acquisition of the two 2 GHz licensees will consolidate 2
GHz spectrum under common control, to date neither of these providers has been successful (financially
or otherwise) in providing MSS on a competitively significant scale. Only TerreStar provides a nascent
MSS and neither provides ATC service. As a result, the fact that these licenses will be consolidated under
common control does not create the same competitive concerns that would exist if both DBSD and
TerreStar were currently providing mobile satellite service. Unlike both of the 2 GHz providers,
however, Inmarsat has been offering its high—speed MSS since 2005 and LightSquared has been offering
voice and low—speed data MSS since 1996.‘° We also note that each of the 2 GHz license holders in
bankruptcy has less MSS spectrum available than either of the two L—Band providers."" In addition,
nothing in the record suggests that, in a timely manner, these firms would have separately emerged from
bankruptcy, each acquired by firms with no other MSS ownership interests."" As a result, the record
before us suggests rather than reduce MSS options, this transaction may facilitate a quicker and larger
scale new entry of 2 GHz MSS and possibly terrestrial service by a financially secure 2 GHz provider that
will compete more effectively against L—Band providers in the provision of MSS and in particular mobile
satellite broadband service to the benefit of consumers.

          B.       Public Interest Benefits

          25.     We next consider evidence of efficiencies and other public interest benefits that


" See http://wwwlightsquared.com/what—we—do/devices/.
" See Sky Terra Mergér Order at Jq[ 45—48. See Inmarsat, Land Services Overview,
http://www. inmarsat.com,/Services/Land/Services/?language=EN&textonly=False (last visited February 2, 2012).
"3 For satellite voice service, customers contemplating the 2 GHz service options likely may consider the Big LEO
service options (Iridium and Globalstar) and the L—Band service options as reasonably interchangeable. For satellite
low—speed data services, customers contemplating the 2 GHz service options likely may consider the Little LEO
service options (Orbcomm), the Big LEO service options, and the L—Band service options as reasonably
interchangeable.
"* The applicants also note several technical differences between the 2 GHz and the L—Band in the implementation of
ATC. TerreStar Consolidated Application at 32.
" We note that, to the extent the Big LEO operators might be a reasonable substitute for some customers, this will
further reduce any potential competitive concerns.
* Third Satellite Competition Report at ([ 48.
"‘ Id. at [ 43.
"* we also note an additional benefit resulting from DISH‘s acquisition of the TSL DIP licenses i.e., the elimination
of any common ownership between LightSquared, which is owned by Harbinger, and Harbinger‘s minority holdings
in TerreStar. After the DISH transaction, Harbinger‘s ownership interest in the TSL DIP licenses will cease. The
elimination of this common ownership through Harbinger is not competitively insignificant given that LightSquared
is one of the MSS providers with an ATC authorization in the L—Band.

                                                         10


                                     Federal Communications Commission                                       DA 12—332



applicants claim will result from the proposed merger." The Commission applies two general criteria in
deciding whether a claimed benefit should be considered and weighed against potential harms. First,
claimed benefits must be merger specific —i.e., the claimed benefits must be likely to be accomplished as
a result of the merger but unlikely to be realized by other means that entail fewer anticompetitive
effects."" Second, claimed benefits must be verifiable."

         26.      The applicants claim that the proposed transactions will enable the two bankrupt
enterprises to emerge from bankruptcy, facilitating retirement of debt and improving access to capital."
We agree. There are significant public interest benefits that will result from an efficient use of the 2 GHz
spectrum by a financially sound licensee that has the requisite capital and capability to develop and
deploy 2 GHz MSS to consumers. The applicants claim that the proposed transactions will bring together
the MSS 2 GHz assignments and allow DISH to offer a new service, on a nationwide basis, which will at
least be a partially competitive substitute for services offered by the CMRS carriers."

         27.       The applicants also claim that combining the two MSS 2 GHz spectrum assignments and
the satellite assets will increase the ability to make efficient use of the 2 GHz spectrum."" They note that
as a result of potential interoperability between the DBSD G—1 and the TerreStar T—1 satellites, capacity
shifting and redeployment could be accommodated."" Additionally, the applicants note that access to a
combined 40 megahertz of spectrum will facilitate deployment of next—generation MSS/ATC.

         C.       Balancing of Public Interest Consideration

        28.    The Commission applies a "sliding scale approach" to evaluating public interest benefit
claims."" Under this approach, where potential harms appear "both substantial and likely, the Applicants‘


" Under Commission precedent, the burden of persuasion is on the parties proposing the transfer of a license or
authorization to show that the potential public interest benefits of the transfer outweigh the potential public interest
harms. See, e.g., Bell Atlantic—NYNEX Order, 12 FCC Red at 20063. SBC—Ameritech Order, 14 FCC Red at 14825.
See also DOJ/FTC Guidelines § 10. ("The Agency will not challenge a merger if cognizable efficiencies are of a
character and magnitude such that the merger is not likely to be anticompetitive in any relevant market. To make
the requisite determination, the Agency considers whether cognizable efficiencies likely would be sufficient to
reverse the merger‘s potential to harm consumers in the relevant market, e.g., by preventing price increases in that
market.").
8 See, e.g., Bell Atlantic—NYNEX Order, 12 FCC Red at 20063; SBC—Ameritech Order, 14 FCC Red at 14825; see
also DOJ/FTC Guidelines § 10 ("The Agencies credit only those efficiencies likely to be accomplished with the
proposed merger and unlikely to be accomplished in the absence of either the proposed merger or another means
having comparable anticompetitive effects.").
*‘ Because much of the information relating to the potential benefits of a mergeris in the sole possession of the
merging parties, those parties must provide sufficient support for any benefit claims so that the Commission can
verify the likelihood and magnitude of each claimed benefit. See, e.g., Bell Atlantic—NYNEX Order, at 20063.
Moreover, speculative benefits that cannot be verified will be discounted or dismissed. Thus, for example, benefits
that are to occur only in the distant future may be discounted or dismissed because, among other things, predictions
about the more distant future are inherently more speculative than predictions about events that are expected to
occur closer to the present. SBC—Ameritech Order, 14 FCC Red at 14825; see also DOJ/FTC Guidelines § 10.

* DBSD Consolidated Application at 11—12; TerreStar Consolidated Application at 22—23.
* TerreStar Consolidated Application at 3, 23—36.
* Id. at 23, DBSD Consolidated Amendment at 4, DBSD Consolidated Application at 27.
* DBSD Consolidated Amendment at 4.
S XM—Sirius Order, 23 FCC Red 12348, 12384, [ 76; Applications of Celleo Partnership d/b/a Verizon Wireless
and Rural Cellular Corporation for Consent to Transfer Control of Licenses and Authorizations, Memorandum
Opinion and Order and Declaratory Ruling, 23 FCC Red 12463, 12506, [ 95 (2008); Applications ofAT&T Inc. and
Dobson Communications Corporation for Consent to Transfer Control of Licenses and Authorizations,
                                                            11


                                    Federal Communications Commission                                    DA 12—332



demonstration of claimed benefits also must reveal a higher degree of magnitude and likelihood than we
would otherwise demand."*" On the other hand, where potential harms appear to be less likely or less
substantial, as in this case, we will accept a lesser showing of the claimed benefits to approve the
transaction."" Accordingly, we disagree with MetroPCS® claim*" that the Applicants have not provided
sufficient evidence of their claimed benefits. As we do not find substantial public interest harms with this
proposed transaction, we find the evidence of claimed benefits that are likely to result from the transfer of
control are sufficient for us to find that the transaction will serve the public interest.""
         D. Related Matters: Waiver Requests

         29.      The applicants also sought technical rule waivers and license modifications in connection
with the ATC authorized in their licenses. These waiver requests are the subject of a separate docket and
will be addressed separately.gl In addition to these requests for technical waivers, DISH has requested
waiver of certain non—technical ATC rule provisions, including the integration and spare satellite
provisions in sections 25.149 (b)(4) and (b)(2). Since the release of the National Broadband Plan two
years ago,"" the Commission has been clear about its intent to remove regulatory barriers in this band
through a rulemaking to unleash more spectrum for mobile broadband." The unique characteristics of
this band, including the possibility of converting it to full terrestrial use, also make it in the public interest
to consider the issues raised by the request to waive certain non—technical ATC provisions in the
rulemaking context. The record in this proceeding does not provide a sufficient basis to depart from the


Memorandum Opinion and Order, 22 FCC Red 20295, 20332, [ 77 (2007); Applications ofAT&T Inc. and
BellSouth Corporation for Consent to the Transfer of Control ofLicenses, Memorandum Opinion and Order, 22
FCC Red 5662, 5761—2, [ 203 (2007); Applications ofMidwest Wireless Holdings, LL.C. and ALLTEL
Communications, Inc., Memorandum Opinion and Order, 21 FCC Red 11526, 11565, 1 109 (2006); Applications of
Western Wireless Corporation and ALLTEL Corporation for Consent to Transfer Control of Licenses,
Memorandum Opinion and Order, 20 FCC Red 13053, 13102, [ 137 (2005); Applications ofAT&T Wireless
Services, Inc. and Cingular Wireless Corporation for Consent to Transfer Control of Licenses and Authorizations,
Memorandum Opinion and Order, 19 FCC Red 21522, 21600, { 206 (2004).
* EchoStar—DirecTV Order, 17 FCC Red at 20631, [ 192 (quoting Applications ofAmeritech Corp., Transferor, and
SBC Communications Inc., Transferee, for Consent to Transfer Control of Licenses, Memorandum Opinion and
Order, 14 FCC Red 14712, 14825, 1 256 (1999)); cf. DOJ/FTC Guidelines § 10 ("The greater the potential adverse
competitive effect of a merger, the greater must be the cognizable efficiencies, and the more they must be passed
through to customers, for the Agencies to conclude that the merger will not have an anticompetitive effect in the
relevant market. When the potential adverse competitive effect of a merger is likely to be particularly substantial,
extraordinarily great cognizable efficiencies would be necessary to prevent the merger from being
anticompetitive.").
* verizon—MCI Order, 20 ECC Red at 18531, [ 196; SBC—AT&T Order, 20 FCC Red at 18385, [ 185.
& See MetroPCS Petition.
* See Application of PacifiCorp Holdings, Inc. and Century Telephone Enterprises, Inc. for Consent to Transfer
Control of Pacific Telecom, Inc., a Subsidiary of PacifiCorp Holdings, Inc., Report No. LB—97—49, Memorandum
Opinion and Order, 13 FCC Red 8891, 8893—84, ([ 3 (WTB 1997). Inasmuch as we have concluded there is
adequate evidence to support a grant of the applications seeking approval of the proposed transfers of control, we
deny MetroPCS®‘ Petition insofar as it relates to the transfer of control applications.
* New DBSD Satellite Service G.P., Debtor—in—Possession, and TerreStar Licensee Inc., Debtor—in—Possession,
Request for Rule Waivers and Modified Ancillary Terrestrial Component Authority, Public Notice, DA 11—1555, IB
Docket No. 11—149 (rel. Sept. 15, 2011).

92 Connecting America: The National Broadband Plan, Recommendation 5.8.4 at 87—88 (2010), available at
http://hraunfoss.fee.gov/edocs_public/attachmatch/DOC—296935A1 .pdf (last visited Feb. 28, 2012).
3 See Fixed and Mobile Services in the Mobile Satellite Service Bands at 1525—1559 MHz and 1626.5—1660.5 MHz,
1610—1626.5 MHz and 2483.5—2500 MHz, and 2000—2020 MHz and 2180—2200 MHz, ET Docket No. 10—142,
Report and Order, 26 FCC Red 5710 (2011).

                                                         12


                                   Federal Communications Commission                             DA 12—332



intended rulemaking approach. Accordingly, the request for waiver of these non—technical rules is denied.
IV.     CONCLUSION

        30.      Upon review of the applications and the record in the proceeding, we conclude that
approval of this transaction is in the public interest.

v.      ORDERING CLAUSES

        31.      Accordingly, IT IS ORDERED that, pursuant to Sections 214 and 310(d) of the
Communications Act of 1934;, as amended, 47 U.S.C. §§ 214 and 310(d), and Sections 25.119(d),
25.137(g) and 63.24 of the Commission‘s rules, 47 C.F.R. §§ 25.119(d), 25.137(g), and 63.24, the
applications to transfer or assign licenses and authorizations listed in Appendix A are GRANTED.

        32.     IT IS FURTHER ORDERED that to the extent indicated herein MetroPCS
Communications, Inc.‘s Petition to Require Further Public Interest Showing or, in the Absence of Such a
Showing, to Deny the DISH Network Corporation Applications is DENIED.

       33.     IT IS FURTHER ORDERED that application IBFS File Nos. SAT—T/C—20110408—00071
as amended by IBFS File No. SAT—AMD—20110822—00164 and SAT—ASG—20110822—00165 ARE
GRANTED to the extent of modifying the name in which the records associated with Call Signs $2651
and $2633 are listed in the International Bureau Filing System, effective upon consummation of the
proposed transaction.

        34.     IT IS FURTHER ORDERED, that the request for waivers of Sections 25.149(b)(ii) and
25.149(b)(4) of the rules, and related modification of ancillary terrestrial component authority, filed by
TerreStar Licensee Inc., Debtor—in—Possession, IBFS File No. SES—MOD—20110822—00983, and by New
DBSD Satellite Services G.P., Debtor—in—Possession, IBFS File No. SES—MOD—20110822—00985, ARE
DENIED.

        35.     This Orderis issued pursuant to Section 0.261 of the Commission‘s rules on delegated
authority, 47 C.F.R. §0.261, and is effective on release. Petitions for reconsideration under Section 1.106
of the Commission‘s rules, 47 C.F.R. §1.106, may be filed within 30 days of the date of the release of this
order. See 47 C.F.R. §1.4(b)(2).

                                                  FEDERAL COMMUNICATIONS COMMISSION



                                         LiCDzz— Mindel De La Torre             4 o t Pez
                                                  Chief, International Bureau




                                                     13


                            Federal Communications Commission                 DA 12—332



                                         APPENDIX A

T.      PART 25 — SATELLITE EARTH STATION LICENSES AND SPACE STATION
        APPLICATIONS

        A.   Space Station Applications:


File Nos.                   File Name:                          Call Signs:
SAT—T/C—20110408—00071      New DBSD Satellite Services         $2651
SAT—AMD—20110822—00164      G.P., Debtor—in—Possession

SAT—ASG—20110822—00165      TerreStar License Inc.,             $2633
                            Debtor—in—Possession



       B.    Earth Station Licenses:



File Nos.                   Licensee:                           Call Signs:
SES—T/C—20110408—00424      New DBSD Satellite Services     E080035
SES—AMD—20110822—00990      G.P., Debtor—in—Possession

SES—T/C—20110408—00424      New DBSD Satellite Services     E080070
SES—AMD—20110822—00989      G.P., Debtor—in—Possession

SES—T/C—20110408—00424      New DBSD Satellite Services     E070291
SES—AMD—20110822—00987      G.P., Debtor—in—Possession

SES—T/C—20110408—00424      New DBSD Satellite Services     E070290
SES—AMD—20110822—00988      G.P., Debtor—in—Possession

SES—T/C—20110408—00425      New DBSD Satellite Services     E070272
SES—AMD—20110822—00986      G.P., Debtor—in—Possession

SES—ASG—20110822—00993      TerreStar License Inc.,         E090061
                            Debtor—in—Possession

SES—ASG—20110822—00994      TerreStar License Inc.,         E060430
                            Debtor—in—Possession

SES—ASG—20110822—00992      TerreStar License Inc.,         EO70098
                            Debtor—in—Possession

       C.    Section 214 Authorizations:



File No.                    Licensee:
ITC—ASG—20110822—00279      TerreStar License Inc.,         ITC—214—20100513—00194
                            Debtor—in—Possession            ITC—214—20100513—00195



                                               14



Document Created: 2019-04-14 14:56:24
Document Modified: 2019-04-14 14:56:24

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