EchoStar Satellite O

SUPPLEMENT submitted by EchoStar Satellite Operating Corporation

Supplement

2019-06-12

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


                                         June 12, 2019


By Electronic Filing

Marlene H. Dortch, Secretary
Federal Communications Commission
445 Twelfth Street, SW
Washington, DC 20554



       Re:    EchoStar Satellite Operating Corporation, Pro Forma Assignment Application
              IBFS File No. SAT-ASG-20190607-00044

Dear Ms. Dortch:

EchoStar Satellite Operating Corporation hereby supplements its June 7, 2019 pro forma
assignment application to assign space station authorizations to EchoStar BSS Corporation in the
above-captioned IBFS file. Attached is an updated Exhibit 1, which provides a revised
description of the transaction and the pre-closing and post-closing ownership diagrams. It
replaces the original Exhibit 1.

Please contact the undersigned with any questions.



                                     Respectfully Submitted,



                                     /s/ Jennifer A. Manner
                                     Jennifer A. Manner
                                     Senior Vice President, Regulatory Affairs


                                           EXHIBIT 1

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

       Pursuant to 47 C.F.R. § 25.119, EchoStar Corporation (“EchoStar”) and DISH Network

Corporation (“DISH”) seek Commission consent for the assignment and transfer of control over

the Commission licenses described herein. The assignments and transfers will take place

through a serious of pro forma transactions. First, EchoStar Satellite Operating Corporation

(“ESOC”), an indirect wholly owned subsidiary of EchoStar, EchoStar Operating L.L.C.

(“EOLLC”), a direct wholly owned subsidiary of EchoStar, and EchoStar BSS Corporation

(“EBC”), an indirect wholly owned subsidiary of EchoStar request Commission consent to a pro

forma assignment of the space station licenses and earth station licenses specified in Attachment

B and Attachment C (“Licenses”) in the accompanying Forms 312, Schedule A (Question A8),

from ESOC and EOLLC to EBC. 1 In addition, EchoStar 77 Corporation, another indirect

wholly owned subsidiary of EchoStar, will become a direct subsidiary of EBC. Immediately

following these transactions, EBC will be transferred to DISH, and become a direct wholly

owned subsidiary. EchoStar 77 Corporation will remain a direct subsidiary of EBC and also

become a wholly owned subsidiary of DISH. EchoStar and DISH request Commission approval

of these transfers of control from EchoStar to DISH. 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


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).

                                                1


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

(“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. In return EchoStar shareholders will receive

shares of DISH common stock.

       As shown in Attachment A (Ownership Diagram), Mr. 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

operating 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



2
 Press Release, EchoStar Corporation, EchoStar Announces Agreement to Transfer BSS
Business to DISH (May 20, 2019),
https://www.echostar.com/Press/Newsandmedia/EchoStar%20Announces%20Agreement%20to
%20Transfer%20BSS%20Business%20to%20DISH.aspx/
3
 See Federal Communications Bar Association Petition 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


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

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, including space and earth station

license like those involved in these transactions. 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 Section 25.119(i) of the Commission’s rules,

Commission approval will be deemed granted one business day after filing.6




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.
6
    See 47 C.F.R. § 25.119(i).

                                                  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      EchoStar BSS Corporation
                                            L.L.C.




                                   EchoStar Satellite Operating
                                          Corporation
                                      Pro Forma Assignor




                          Legend

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

                  100 Percent Ownership



                                                            4


                                                   ATTACHMENT A

                                           Post-Closing Ownership Diagram




                                                        Charles W. Ergen


                                             EchoStar                      DISH Network
                                            Corporation                     Corporation




                                                                   EchoStar BSS Corporation
EchoStar Operating L.L.C.            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

                                                              5


                                  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
Operating Corporation
 EchoStar Satellite
                         EchoStar 15          S2811      61.65° WL      DBS
Operating Corporation
 EchoStar Satellite
                         EchoStar 16          S2844      61.54° WL      DBS
Operating Corporation




                                          6


                                      ATTACHMENT C

                                    Earth Station Licenses



           Licensee7            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




7
  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 as well as pro forma transfers of
control.
                                               7



Document Created: 2019-06-12 13:06:32
Document Modified: 2019-06-12 13:06:32

© 2019 FCC.report
This site is not affiliated with or endorsed by the FCC