Attachment Narrative

This document pretains to SAT-ASG-20140605-00058 for Assignment on a Satellite Space Stations filing.

IBFS_SATASG2014060500058_1049483

     DESCRIPTION OF THE TRANSACTION AND PUBLIC INTEREST STATEMENT

        DISH Network Corporation (“DISH”); DISH Wireless Holding L.L.C., a wholly-owned
subsidiary of DISH (“DISH Wireless”); Gamma Acquisition L.L.C., a wholly-owned subsidiary
of DISH (“Gamma”); DBSD North America, Inc., a wholly-owned subsidiary of DISH
(“DBSD”); DBSD Services Ltd (“DBSD Services”), a wholly-owned subsidiary of DISH; and
New DBSD Satellite Services G.P. (“New DBSD GP”), a wholly-owned subsidiary of DISH,
(collectively, the “Applicants”) seek Commission approval of a pro forma transfer of control
through the transactions described below.

       DISH currently holds, and, after the transactions described below, will continue to hold,
100% indirect ownership and control over all of the Applicants’ Commission authorizations.
The pro forma transactions described below will serve the public interest by simplifying the
ownership structure of DISH’s wireless business subsidiaries and reorganizing these subsidiaries
under the wireless business segment of DISH. This more efficient structure should facilitate
investment in any future potential service offerings by the Applicants using the authorizations.

I.      Description of the Transactions

       The current ownership structure and control of the Applicants is illustrated in
Attachment 1. DISH seeks to simplify the ownership structure of the Applicants and any
intervening parents, as follows:

        1. The first step is to transfer 100% of the ownership interests of Gamma and DBSD
           from DISH to DISH Wireless (the “DISH Wireless Transaction”) (as illustrated in
           Attachment 2).

        2. The next step is to “collapse” the current partnership structure under DBSD through
           the following transactions (the “DBSD Transactions”):

               a. DBSD Satellite Services Ltd will transfer its 10% partnership interest in
                  DBSD Satellite Services G.P. (“DBSD SS GP”) to DBSD Services, in
                  exchange for 10% of the shares of DBSD Services being issued to DBSD
                  Satellite Services Ltd (as illustrated in Attachment 3);

               b. DBSD SS GP will be dissolved pursuant to Delaware law (as illustrated in
                  Attachment 4);

               c. SSG UK Ltd will transfer its 0.01% partnership interest in New DBSD GP to
                  DBSD Services, in exchange for nominal consideration (as illustrated in
                  Attachment 5); and

               d. New DBSD GP will be dissolved pursuant to Delaware law (as illustrated in
                  Attachment 6).

        The DISH Wireless Transaction and DBSD Transactions are referred to herein
collectively as the “Transactions” and will be consummated following approval by the




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Commission. The proposed ownership structure following Commission approval of the
Transactions is illustrated in Attachment 7.

     The Transactions will: (i) transfer Gamma and DBSD under a new, intermediate entity,
DISH Wireless; and (ii) result in a subsidiary of DBSD, DBSD Services, holding the
Commission authorizations previously held by New DBSD GP.

       The ultimate control and 100% indirect ownership of all of the authorizations will remain
with DISH.

II.       Authorizations To Be Transferred

        New DBSD GP, Gamma, DISH Wireless, and DISH seek consent to the pro forma
transfer of control of the following authorizations:

    Call Sign     License Description            Pre-Transactions         Post-Transactions
                                                 Licensee                 Licensee
    S26511        MSS space station              New DBSD GP              DBSD Services
    E080035       S-band earth station in        New DBSD GP              DBSD Services
                  North Las Vegas
    E080070       Ku-band earth station in       New DBSD GP              DBSD Services
                  North Las Vegas
    E070291       S-band pointing beacon         New DBSD GP              DBSD Services
                  earth stations
    E070290       Ka-band gateway earth          New DBSD GP              DBSD Services
                  station in North Las Vegas
    E070272       S-band blanket license for     New DBSD GP              DBSD Services
                  mobile earth terminals
    S26332        MSS space station              Gamma                    Gamma
    E090061       15 S-band calibration earth    Gamma                    Gamma
                  stations
    E070098       Ku-band earth station for      Gamma                    Gamma
                  two antennas in Las Vegas

1
  These transactions will also result in the transfer of control of the Letter of Intent authorizations
previously held by Gamma (File No. SAT-LOI-19970926-00161) and New DBSD GP (File No.
SAT-LOI-19970926-00163). Those transfers are not subject to prior Commission approval. See
New DBSD Satellite Services G.P., Debtor-in-Possession, Transfer of Control of Earth Station
and Ancillary Terrestrial Component Licenses and Conforming Modifications to Commission
Records, Order, 25 FCC Rcd. 13664, 13667-68 ¶ 7 (2010); 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, Order, 27 FCC Rcd.
2250, 2251 n.5 (2012). The Applicants have completed a Form 312 with respect to each of those
transfers, too, in order to notify the Commission of them.
2
    Id.


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    E060430        S-band blanket license for   Gamma                  Gamma
                   mobile earth terminals

        The Applicants request that the grant of these applications include authority for transfer
of control over any authorizations that may be obtained after this date and prior to consummation
of the Transactions, including without limitation: (1) any Special Temporary Authorizations that
may be held by New DBSD GP or Gamma; (2) authorizations issued to New DBSD GP or
Gamma prior to consummation of the Transactions; and (3) applications filed by New DBSD GP
or Gamma and pending during the period prior to consummation of the Transactions. In addition
to the authorizations, the Applicants note that New DBSD GP and Gamma currently hold AWS-
4 wireless licenses across the United States. The pro forma transfer of these AWS-4 wireless
licenses does not require prior Commission approval.3 Rather, in accordance with the
Commission’s rules for pro forma transfer of control of wireless licenses, the Applicants will
notify the Commission of the transfer of control of those licenses within 30 days of their
transfer.4 Furthermore, Gamma holds domestic and international Section 214 authorizations,
which also do not require Commission approval prior to a pro forma transfer.5 As with the
transfer of the AWS-4 wireless licenses and in accordance with the Commission’s rules, the
Applicants will notify the Commission of the transfer of control of those licenses within 30 days
of their transfer.6

III.      The Transactions Will Serve the Public Interest

        The Transactions will serve the public interest by simplifying the ownership structure of
DISH’s wireless business subsidiaries and reorganizing these subsidiaries under the wireless
business segment of DISH. This more efficient structure should facilitate investment in any
future potential service offerings by the Applicants using the authorizations. These potential
service offerings may provide innovative consumer offerings that could facilitate competition in
the satellite and wireless services industries. The Transactions will result in no public interest
harm as they are simply pro forma transactions undertaken solely as an internal corporate
reorganization with no change in the ultimate control of any licensee. In addition, the
Commission has already reviewed the qualifications of the Applicants, except DISH Wireless,
which is a new wholly-owned subsidiary of DISH.7 Accordingly, the Applicants request
Commission consent to the proposed pro forma transfer of control as contemplated by the
Transactions.




3
    See 47 C.F.R. § 1.948(c)(1).
4
    See id.
5
    See 47 C.F.R. § 63.24(d).
6
    See 47 C.F.R. § 63.24(f).
7
 DBSD North America, Inc., Debtor-in-Possession, and DISH Network Corporation, Order, 27
FCC Rcd. 2250 (2012).


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Document Created: 2014-06-05 16:41:23
Document Modified: 2014-06-05 16:41:23

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