Attachment transfer

transfer

OTHER submitted by Hughes

transfer

2007-08-30

This document pretains to SAT-MOD-20060901-00093 for Modification on a Satellite Space Stations filing.

IBFS_SATMOD2006090100093_590707

@ LEVENTHAL SENTER & LERMAN PLC August 30, 2007 FILED/ACCEPTED BY HAND DELIVERY: AUG 3 0 2007 Marlene H. Dortch Federal Communicauons Commission Secretary — Office of the Secretary Federal Communications Commission 445 12" Street, SW Washington, D.C. 20554 Re: Transfer of Control of Hughes Communications, Inc. Dear Ms. Dortch: By this letter, Hughes Communications, Inc. ("Hughes"), indirect parent corporation of HNS License Sub, LLC ("HNS Sub LLC") and HNS License Sub, Limited ("HNS Sub Limited" and, together with HNS Sub LLC, the "HNS Licensees"), hereby informs the Commission that control of the Hughes companies was transferred without prior Commission approval as explained herein. Hughes holds non—common carrier Title III space station authorizations for the SPACEWAY 3 satellite; HNS Sub LLC and HNS Sub Limited hold numerous non—common carrier earth station licenses and authorizations, and HNS Sub LLC also holds authorizations in the Experimental Radio Service. Following a transaction that was approved by the Commission in 2005, and consummated in February 2006 (see, e.g., File No. SAT—ASG—20050826—00168), Hughes and its subsidiaries were indirectly controlled by Apollo Capital Management IV, Inc. and AIF IV Management, Inc. (together, "Apollo IV"). Leon Black was the sole shareholder of Apollo IV, which indirectly controlled five entities affiliated with Apollo (the "Apollo Stockholders"). The Apollo Stockholders held approximately 63% of the stock of Hughes at the time Apollo IV acquired control of Hughes in early 2006. Apollo IV, together with its affiliated investment management entities ("Apollo"), is a global alternative asset manager, with a proven track record of successful private equity, distressed debt and mezzanine investing. Late last week, Hughes‘s corporate officers and outside regulatory counsel were informed by counsel for Apollo that a newly—completed corporate restructuring at the upper levels of the Hughes ownership chain was effectuated pursuant to a three—step reorganization of Apollo, the final step of which was consummated on August 8, 2007. In the second step of this reorganization, which was consummated on July 13, 2007, control of Hughes and the HNS Licensees was transferred from Apollo IV, which was controlled by Leon Black, to BRH Holdings, which is controlled equally by Leon Black, Mare Rowan, and Joshua Harris (with Mr. Black having certain veto rights, as explained below). Like Apollo founder Mr. Black, Messrs. Rowan and Harris are co—founders and long—time principals of Apollo. 2000 K STREET, NW, SUITE 600, WwASHINGTON, DC 20006—1809 TELEPHONE 202.429—8970 FAX 202.293.7783 WWW.LSL—LAW.COM

Marlene H. Dortch August 30, 2007 Page 2 Specifically, pursuant to the Apollo reorganization, a series of intermediate entities has been inserted into the chain of ownership of Apollo IV. In addition, pursuant to the Apollo reorganization, control of Hughes and the HNS Licensees has been transferred from Apollo IV to BRH Holdings. Apollo principals Leon Black, Mare Rowan, and Joshua Harris are the directors of BRH, and Apollo‘s control of BRH Holdings is now exercised equally by Messrs. Black, Rowan, and Harris. However, Mr. Black has the right to veto certain major decisions relating to Apollo, such as the appointment of any director to the board of directors of Apollo. At no time prior to Thursday afternoon of last week (August 23, 2007) was Hughes or any of its corporate officers aware that changes taking place at the top of the complex Apollo ownership chain amounted to a transfer of control under Commission regulations and the Communications Act. The matter apparently came to light within the Apollo group following an ownership review that resulted from an unrelated proposal for the assignment of authorizations held by a company in which the Apollo group of companies holds a minority stake, and counsel for Apollo brought the matter to Hughes‘s attention on August 23. Hughes, its corporate officers, and outside regulatory counsel undertook an immediate investigation of the facts involved. By the end of the day on Friday, August 24, although not all of the details were yet known, Hughes was convinced that control had been prematurely transferred, and ordered the preparation of appropriate documentation to align, formally, control as it now exists with the Commission‘s records. Details of the restructuring transactions and the timing of the transfer of control were assembled and provided to Hughes and its outside regulatory counsel on Wednesday, August 29. Requests for transfer of control and temporary authority related thereto are being prepared and will be filed with the Commission as soon as is practicable. Hughes understands that the Communications Act and the Commission‘s rules require prior Commission consent to any transfer of control of a Commission Title III authorization. Hughes acknowledges that such prior consent was not obtained before the transfer of control of Hughes was consummated. By this letter, Hughes is formally apprising the Commission and responsible staff of the circumstances of the change in its control, as expeditiously as possible, even as it prepares the documentation that will bring its licenses into alignment with its ownership chain. Hughes regrets that it failed to follow the Commission‘s regulations and the Communications Act itself in connection with the transfer of control described herein. By copying this letter to the staff members listed below, Hughes is promptly apprising Commission personnel ofthis development and of the steps Hughes is taking to obtain the required Commuission consent.

& Marlene H. Dortch August 30, 2007 Page 3 Hughes asks that a copy of this letter be placed in the license, authorization, and/or application files of each station listed on the attachment hereto. Respectfully submitted, 710 l —&p \L/i_sD b A )WV L /TzZ N Raul R‘ Rodriguez 9 Stephen D. Baruch Attorneys for Hughes Communications, Inc and its subsidiaries cc (by email): Ms. Helen Domenici, Chief, International Bureau, FCC Mr. Julius Knapp, Chief, Office of Engineering and Technology, FCC Mr. Robert Nelson, Chief, Satellite Division, IB Ms. Andrea Kelly, Chief, Policy Branch, IB Mr. Scott Kotler, Chief, System Analysis Branch, IB Mr. James Burtle, Chief, Experimental Licensing Branch, OET

ATTACHMENT SATELLITE AUTHORIZATIONS File Number Applicant Name Call Sign Location SAT—LOA—20050214—00038, as modified Hughes Communications, Inc. S$2663 (SPACEWAY 3) 94.95W by SAT—MOD—20050523—00106, as amended by SAT—AMD—20060306— 00025, and further modified by SAT— MOD—200860901—00093. SAT—STA—20070720—00106 Hughes Communications, Inc. S$2663 (SPACEWAY 3) 94.95W EARTH STATION AUTHORIZATIONS File Number Applicant Name Call Sign Location SES—MFS—20070419—00489 HNS License Sub, LLC E000166 Germantown, MD SES—STA—20070724—00980 HNS License Sub, LLC E000166 Germantown, MD SES—MOD—20040805—01106 HNS License Sub, Limited E000362 Kailua—Kona, HI SES—L1IC—20010625—01298, as amended by SES—AMD— HNS License Sub, Limited E010187 San Juan, PR 20010712—01299 SES—MOD—20040805—01103 HNS License Sub, Limited E020195 Fairbanks, AK SES—MOD—20040805—01107 HNS License Sub, Limited E020205 Kodiak, AK SES—MOD—20040805—01108 HNS License Sub, Limited E020206 Sand Point, AK SES—MOD—20040805—01105 HNS License Sub, Limited E020207 Elelson AFB, AK SES—MOD—20040805—01104 HNS License Sub, Limited E020208 Agana, Guam SES—L1C—20040927—01461 HNS License Sub, Limited E040382 Wake Island SES—L1IC—20041111—01674 HNS License Sub, Limited E040436 Wahiawa, HI SES—LIC—20061017—01852 as amended by SES—AMD— HNS License Sub, LLC E060382 Castle Rock, CO 20061103—01954 and SES—AMD—20070207—00204 SES—STA—20070709—00908 HNS License Sub, LLC E060382 Castle Rock, CO SES—LIC—20061017—01869, as amended by SES—AMD— HNS License Sub, LLC E060383 Fillmore, CA 20061103—01952 and SES—AMD—20070207—00203 SES—STA—20070709—00909 HNS License Sub, LLC E060383 Fillmore, CA SES—L1C—20061226—02232, as amended by SES—AMD— HNS License Sub, LLC E060445 Germantown, MD 20070124—00137 SES—L1IC—20070709—00913, as amended by SES—AMO— HNS License Sub, Limited E070110 Midway Island 20070730—01004 SES—MOD—20070409—00463 HNS License Sub, LLC E940460 North Las Vegas, NV SES—MOD—20030725—01030 HNS License Sub, LLC E990170 Southfield, MI

ATTACHMENT EXPERIMENTAL AUTHORIZATIONS File Number Applicant Name Call Sign Location 0088—EX—RR—2006 HNS License Sub, LLC WD2XFP Germantown, MD; North Las Vegas, NV 0089—EX—RR—2006 HNS License Sub, LLG WD2XJU San Diego, CA 0011—EX—PL—2006 HNS License Sub, LLC WE2XEW N/A 0110—EX—RR—2007 HNS License Sub, LLC WD2XRV Germantown, MD PENDING APPLICATIONS File Number Applicant Name Call Sign Location SES—STA—20070829—01149 HNS License Sub, LLC E000166 Germantown, MD (STA extension request) SAT—STA—20070830—00118 Hughes Communications, Inc. $2663 STA Request for SPACEWAY 3 IOT


Document Created: 2007-09-05 15:36:48
Document Modified: 2007-09-05 15:36:48
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