Attachment Exhibit 1

This document pretains to SAT-ASG-20190607-00044 for Assignment on a Satellite Space Stations filing.

IBFS_SATASG2019060700044_1720569

                                                  EXHIBIT 1

      DESCRIPTION OF TRANSACTION AND PUBLIC INTEREST STATEMENT
                       (Response to Questions 43 & A21)

        Pursuant to 47 C.F.R. § 25.119, EchoStar Satellite Operating Corporation (“ESOC”) and

EchoStar 77 Corporation, indirect wholly owned subsidiaries of EchoStar Corporation

(“EchoStar”) and EchoStar Operating L.L.C., a direct wholly owned subsidiary of EchoStar

(together with ESOC and EchoStar 77 Corp. “EchoStar Subsidiaries”), and EchoStar BSS

Corporation (“EBC”), an indirect wholly owned subsidiary of EchoStar (collectively,

“Applicants”) request Commission consent to a pro forma assignment of the space station

licenses and pro forma assignment and transfer of control of the earth station licenses specified

in Attachment B and Attachment C (“Licenses”) in the accompanying Forms 312, Schedule A

(Question A8), from the EchoStar Subsidiaries to EBC. Upon closing of the transaction

described below, certain assets of ESOC and EchoStar Operating L.L.C., including the relevant

Licenses, will be transferred to an entity that will become a wholly owned subsidiary of DISH

Network Corporation (“DISH”) and EchoStar 77 Corporation will become a wholly owned

subsidiary of DISH.1 Both DISH and EchoStar are controlled by Mr. Charles W. Ergen, who

holds a controlling, majority voting interest in both companies.

I.      Description of the Transaction and Public Interest Benefits

        On May 19, 2019, EchoStar and certain subsidiaries of EchoStar entered into an

agreement with DISH and certain subsidiaries of DISH, pursuant to which DISH agreed to

acquire the portion of EchoStar’s business that manages and provides broadcast satellite services




1
  All of these space station licenses authorize non-common carrier services, and thus their pro forma assignment
requires prior Commission approval under 47 C.F.R. § 25.119(i).


(“BSS Business” and, such acquisition, the “Acquisition.”)2 Prior to the consummation of the

Acquisition, the BSS Business will be transferred from EchoStar and certain of its subsidiaries to

EBC and its subsidiaries. Pursuant to the Acquisition agreement, DISH will acquire the

products, assets, licenses and technology, and the business operations, revenues, billings,

liabilities, and operating activities, primarily related to the BSS Business, including several space

station and earth station licenses held by EchoStar which will be assigned subject to FCC

consent. In return EchoStar shareholders will receive shares of DISH common stock.

        As shown in Attachment A (Ownership Diagram), Charles W. Ergen holds a controlling,

majority voting interest in both EchoStar and DISH.3 Following the pro forma transaction,

ultimate control over the Licenses will continue to be exercised by Mr. Ergen through his

ongoing control of DISH.

        This pro forma transaction will serve the public interest by creating a more efficient

structure to facilitate investment in DISH and its affiliated companies.

II.     Authorizations to be Transferred

        The Applicants request consent to assign the Licenses listed in Attachment B and

Attachment C. The Applicants further request that grant of these applications include

Commission consent to the pro forma assignment to EBC of all other station authorizations

currently held by, or issued on or after this filing date to, the EchoStar Subsidiaries and

associated with the Licenses listed in Attachment B and Attachment C, including (i) existing



2
 EchoStar Announces Agreement to Transfer BSS Business to DISH, EchoStar (May 20, 2019),
https://www.echostar.com/Press/Newsandmedia/EchoStar%20Announces%20Agreement%20to%20Transfer%20BS
S%20Business%20to%20DISH.aspx/
3
 See Federal Commc’ns Bar Ass’n Pet. for Forbearance from Section 310(D) Regarding Non-Substantial
Assignments of Wireless Licenses and Transfer of Control, Opinion and Order, 13 FCC Rcd. 6293, 6298–99 (1998)
(describing license transfers to corporations owned or controlled by the assignor’s shareholders as pro forma in
nature).

                                                       2


special temporary authorizations (“STAs”);4 (ii) STAs and licenses granted pursuant to a pending

application; and (iii) pending modifications to licenses.5



III.   Certification

       The Applicants certify that the proposed assignment and transfer of control are pro forma

and will not result in a substantial change in control over the Licenses. The FCC has already

passed on the qualifications of DISH to control FCC licenses. Moreover, Commission approval

of the proposed assignment and transfer of control do not require a waiver or declaratory ruling

regarding any applicable FCC rule. Thus, under 47 C.F.R. § 25.119(i), Commission approval

will be deemed granted one business day after filing.




4
 See IBFS File Nos. SAT-STA-20181212-00089; SAT-STA-20190206-00006; STA SES-STA-20190214-00097;
STA SES-STA-20190308-00311; STA SES-STA-20190214-00098; STA SES-STA-20190214-00099; SES-STA-
20190214-00100.
5
 See IBFS File Nos. SES-MFS-20190214-00090; SES-MFS-20190214-00089; SES-MFS-20190214-00091; MOD
SES-MFS-20190308-00275; MOD SES-MFS-20190214-00088.

                                                 3


                                                 ATTACHMENT A

                                         Pre-Closing Ownership Diagram




                                                        Charles W. Ergen



                                           EchoStar                        DISH Network
                                          Corporation                       Corporation




EchoStar Operating L.L.C.          Hughes Satellite Systems
  Pro Forma Assignor                    Corporation




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




                                   EchoStar Satellite Operating
                                          Corporation
                                      Pro Forma Assignor




                          Legend

                  Controlling Interest
                  (i.e., majority voting interest)

                  100 Percent Ownership


                              ATTACHMENT A

                     Post-Closing Ownership Diagram




                                   Charles W. Ergen


                       EchoStar                       DISH Network
                      Corporation                      Corporation




                                              EchoStar BSS Corporation
               Hughes Satellite Systems
                                                Pro Forma Assignee of
                    Corporation
                                                  EchoStar Satellite
                                               Operating Corporation
                                               and EchoStar Operating
                                                   L.L.C. Licenses
               EchoStar Satellite Services
                        L.L.C.

                                               EchoStar 77 Corporation

             EchoStar Satellite Operating
                    Corporation




      Legend

Controlling Interest
(i.e., majority voting interest)

100 Percent Ownership

                                        2


                                  ATTACHMENT B

                                Space Station Licenses




                                                                       Station
                                                         Orbital
      Licensee          Satellite Name    Call Sign                  Class/Radio
                                                         Location
                                                                       Service
 EchoStar Satellite
                         EchoStar 12        S2653        86.4° WL     DBS/BSS
Operating Corporation
 EchoStar Satellite
                         EchoStar 15        S2811        61.65° WL      DBS
Operating Corporation
 EchoStar Satellite
                         EchoStar 16        S2844        61.54° WL      DBS
Operating Corporation


                                               ATTACHMENT C

                                             Earth Station Licenses



            Licensee1                   Call Sign               Location             Station Class/Radio Service

        EchoStar 77 Corp.                E050196            Blanket License                Fixed Earth Station

    EchoStar Operating L.L.C.            E010242               Gilbert, AZ                 Fixed Earth Station

    EchoStar Operating L.L.C.            E020248            Blackhawk, SD                  Fixed Earth Station

    EchoStar Operating L.L.C.            E020306               Gilbert, AZ                 Fixed Earth Station

    EchoStar Operating L.L.C.            E060003               Gilbert, AZ                 Fixed Earth Station

    EchoStar Operating L.L.C.            E070014               Gilbert, AZ                 Fixed Earth Station

    EchoStar Operating L.L.C.            E070015               Gilbert, AZ                 Fixed Earth Station

    EchoStar Operating L.L.C.            E070273            Quicksburg, VA                 Fixed Earth Station

    EchoStar Operating L.L.C.            E070275             Spokane, WA                   Fixed Earth Station

    EchoStar Operating L.L.C.            E080120            Cheyenne, WY                   Fixed Earth Station

    EchoStar Operating L.L.C.            E150098            Summerset, SD                  Fixed Earth Station

    EchoStar Operating L.L.C.            E170093               Gilbert, AZ                 Fixed Earth Station

    EchoStar Operating L.L.C.            E170094            Quicksburg, VA                 Fixed Earth Station

    EchoStar Operating L.L.C.            E170095            Cheyenne, WY                   Fixed Earth Station

    EchoStar Operating L.L.C.            E980005            Cheyenne, WY                   Fixed Earth Station

    EchoStar Operating L.L.C.            E980047            Cheyenne, WY                   Fixed Earth Station

    EchoStar Operating L.L.C.            E980118            Cheyenne, WY                   Fixed Earth Station




1
  EchoStar 77 Corporation will continue to be the license holder following consummation of the Acquisition and
therefore should be treated as a pro forma transfer of control. All other earth station licenses should be treated as
pro forma assignments.



Document Created: 2019-06-06 16:50:24
Document Modified: 2019-06-06 16:50:24

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