Attachment 2003TRW-Northrop nam

2003TRW-Northrop nam

LETTER submitted by Northrop Grumman Corp.

ltr

2003-01-10

This document pretains to SAT-LOA-19970904-00082 for Application to Launch and Operate on a Satellite Space Stations filing.

IBFS_SATLOA1997090400082_860466

@ LEVENTHAL SENTER & LERMAN PpucCc ORIGINAL STEPHEN D. BARUCH (202) 416—6782 FAX: (202) 429—4626 SBARUCH@LSL—LAW.COM January 10, 2003 RECEIVED BY HAND DELIVERY wy sgz_ JAN 1 0 2003 59— 0C reoemal cOM Ms. Marlene H. Dortch, Secretary OFFICE%%NTleégggEgmM Bsion Federal Communications Commission J&NX 9 1 2008 c/o Vistronix, Inc. | 236 Massachusetts Avenue, N.E. Suite 110 Washington, D.C. 20002 Re: TRW Inc. Applications to Operate Fixed—Satellite Service Systems in the Ka— and V—Bands — Section 1.65 Statement {(FCC File Nos. SAT— AMD—19971222—00219, SAT—LOA—19970904—00080, SAT—LOA— 19970904—00081, SAT—LOA—19970904—00082, SAT—LOA— 19970904—00083, SAT—LOA—19970904—00084, SAT—WAV— 19971222—00220) Dear Ms. Dortch: This letier is written on behalf of Northrop Grumman Space & Mission Systems Corporation ("Northrop Grumman"), formerly TRW Inc. ("TRW*"), to inform the Commission, pursuant to Section 1.65 of its Rules, of a change in the ownership of the applicant prosecuting the above—referenced satellite applications. Pursuant to an Order of the FCC‘s International Bureau, released on December 6, 2002 (see TRWInc. and Northrop Grumman Corporation, DA 02—3373) ("Transfer Order")), control of TRW was transferred to Northrop Grumman Corporation on December 11, 2002. Although TRW has remained theapplicant following the transfer of control, the corporate name was subsequently changed to Northrop Grumman Space and Mission Systems Corporation. Accordingly, Northrop Grumman respectfully requests that its pending applications be conformed to reflect the change in control authorized in the Transfer Order and the new name of the applicant. Northrop Grumman notes that, for purposes of the FCC‘s processing rules, this change of control does not subject these applications to treatment as newly—filed under Sections 25.116(c) of the rules. Generally, an application amended to reflect a "substantial change in beneficial ownership or control" under Section 25.116(b)(3) will be treated as newly—filed under Section 25.116(c), except where "the amendment reflects only a change in ownership or control found by the Commission to be in the public interest and, for which a requested exemption from a ‘cut— off date is granted." See 47 C.FR. § 25.116(c)(2). 2000 K STREET, NW, SUITE 600, WASHINGTON, DC 20006—1809 TELEPHONE 202.429.8970 FAX 202.293.7783 WWW.LSL—LAW.COM

> LEVENTHAL SENTER & LERMAN PcC Ms. Marlene H. Dortch January 10, 2003 Page —2— Pursuant to a well—established line of cases, in a transfer that is part of a larger merger of corporate entities that "serves an independent business purpose, and is not primarily for the purpose of acquiring pending applications," a pending application of the acquired company will be exempted from treatment as a newly—filed application. See Airsignal International, 81 F.C.C. 2d 472, 476 (] 10) (1980). See also General Electric Capital Corporation and SES Global, S.A., 16 FCC Red 17575, 17598 (@« 56—57) (IB 2001); DirectCom Networks, Inc., 16 FCC Red 14287, 14293 (« 18) (IB 2001); Teledesic, LLC and ICO—Teledesic Global Limited, 16 FCC Red 6403, 6409 ((14) (IB 2001); Loral Space & Communication Ltd. and Orion Network Systems, Inc., et al., 3 FCC Red 4592, 4598—99 («« 14—19) (IB 1998). Northrop Grumman respectfully requests that this established exemption to the "cut—off" rule be applied in this instance. In its Transfer Order, the International Bureau specifically concluded that Northrop Grumman‘s acquisition of TRW would serve the public interest. See Transfer Order at 8 (« 21). Further, the Bureau found that "the scope ofthe merger transaction as a whole encompasses such a substantial acquisition of non—FCC related business assets" that the four satellite authorizations included "appear to be a relatively minor asset in the overall acquisition price." Transfer Order at 7 (« 18). This logic applies even more strongly to the still pending applications addressed here, which are a very small part of the overall, multi—billion dollar transaction. The merger of TRW into Northrop Grumman was thus driven by an independent business purpose, and not for the purpose of acquiring the pending Ka— and V—band satellite applications. Accordingly, the Airsignal precedent applies in this instance, and the pending applications should be conformed to reflect the change in control approved in the Transfer Order, as well as the change in the applicant‘s name. Furthermore, the applications should continue to be considered in their current processing rounds. Sufficient copies of this letter are provided to associate copies with each of the referenced files. Should there be any questions concerning this matter, please contact the undersigned counsel. Counsel to Northrup Grumman Space & Mission Systems Corporation 2000 K STREET, NW, SUITE 600, WASHINGTON, DC 20006—1809 TELEPHONE 202.429.8970 FAX 202.293.7783 WWW.LSL—LAW.COM

@ LEVENTHAL SENTER & LERMAN puc Ms. Marlene H. Dortch January 10, 2003 Page —3— CC. Todd M. Stansbury, Counsel to @Contact, LLC John P. Janka, Counsel to Hughes Communications, Inc. Phillip L. Spector, Counsel to SkyBridge, LLC Mark A. Grannis, Counsel to Teledesic, LLC James U. Troup, Counsel to CAI Satellite Communications, Inc. W. Theodore Pierson, Counsel to Denali Telecom, LLC William D. Wallace, Counsel to GlobalStar, LP Robert A. Mazer, Counsel to LEO One Worldwide Corp. John P. Stern, Loral Space & Communications, Ltd. Philip L. Verveer, Counsel to Loral Space & Communications, Ltd. Stephen L. Goodman, Counsel to ORBLINK, LLC Henry Goldberg, Counsel to PanAmSat Corp. Karis A. Hastings, Counsel to SES Americom, Inc. Bruce D. Jacobs, Counsel to Spectrum Astro, Inc. Philip L. Malet, Counsel to Motorola, Inc. #176781 2000 K STREET, NW, SUITE 600, WASHINGTON, DC 20006—1809 TELEPHONE 202.429.8970 FAX 202.293.7783 WWW.LSL—LAW.COM


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Document Modified: 2019-04-09 21:11:40
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