Attachment submission

submission

SUBMISSION FOR THE RECORD submitted by Loral

submission

2005-09-06

This document pretains to SAT-T/C-20050628-00140 for Transfer of Control on a Satellite Space Stations filing.

IBFS_SATTC2005062800140_455365

LORAL Space & Communications Ltd Laurence D.Atias f rram—2250iess 1421 Jeferon Davs Hy Adtngonti ,Some B10 Received i rum Nee Foitu onare—tosr «mc on a o7 sep 1 6 2005 SeptembeP6}200505® Intornatonal Dureeu Ms. Marlene H. Dortch Office ofthe Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 Re:—— Loral Space & Communications Ltd. (DIP) (Transferor) Secks Approval for the Transfer of Control of FCC Licenses Held by Loral Orion, Inc. (DIP), Loral SpaceCom Corporation (DIP) and Loral Skynet Network Services, Inc. (DIP) to Loral Space & Communications Inc. (Transferee) and CyberStar Licensee, L.L.C. (Assignor) Seeks Approval for the Assignment of FCC Licenses Held by CyberStar Licensee, LL.C. to Loral CyberStarL.L.C. (Assignee), IB Docket No. 05—233 Loral Orion, Inc. (DIP), File Nos. SAT—T/C—20050628—00140, SAT—T/C—20050628— 00141, 0002221736; Loral Skynet Network Services, Inc. (DIP),File No. SES—T/C— 20050628—00837; Loral SpaceCom Corporation (DIP), File Nos. SES—TIC— 20050628—00838, SES—T/C—20050628—00839; CyberStar Licensee, L. L.C., File No: SAT—ASG—20050628—00138; Space Systems/Loral, Inc. (DIP), File No. 0002221758 Dear Ms. Dortch: Per the informal request ofthe staffof the International Burcau ofthe Federal Communications Commission ("Commission"), this ltter provides certain additional ownership information intended to supplement the above—referenced assignment and transfer of control applications ("Applications"). Itis not possible to know with certainty who initially will own the issued commonstock ofthe proposed Transferee, Loral Space & Communications Inc. (*New Loral"),o the issued preferred stock of Loral Skynet Corporation (*NewSkynet") upon emergence from bankruptey. The deb of the various Loral entities is currentlybeing traded privately and rights to the intilly issued stock are being traded on an "as issued" basis. Consequently, the information set forth herein is based on the knowledge and beliefofthe parties to the Applications. Please also note that the stock of New Loral is expected to be publicly traded on Nasdag or another national securities exchange soon after ts ssuance, Ownership of New Loral, The parties tothe Applications are unaware of any entity other than MHR Fund Management LLC (°MHR") that will initially directly or indirectly own or control 10% or more of the issued commonstock of NewLoral upon emergence from bankruptey. Pursant to the Debtors‘ Fourth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptey Code, dated June 3, 2005, as modified by the Confirmation

Ms. Marlene Dortch, Secretary September 6, 2005 Page 2 Order (the "Plan"), New Loral is not issuing preferred stock in connection with its emergence. We have been advised by MHR that it is expected to indirectly control, in the aggregste, approximately 36% of the initially issued New Loral common stock through its management of certain investment funds identifed in the Applications.. The Plan also provides a management incentive program pursuant to which New Loral"s management and key employees will be granted options that will represent approximately 6.5% of the New Loral common stock on a fully diluted basis as ofthe emergence date Qunership ofNew Samet. All ofthe issued common stock of New Skynet, the direct licensee ofcertain earth station licenses set forth in the Applications, will be directlyowned and controlled by Loral Space & Communications Holdings Corporation, a Delaware corporation, which, in turn,will be wholly owned and contralled by New Loral. New Skynet also will issue preferred stock upon its emergence from bankruptcy. The parties to the Applications are unaware of any entity other than MHR that will directly or indirectlyown or control 10% or more ofthe issued preferred stock of New Skynet. As advised by MHR. MHR is expected to indirectly control, in the aggregate, approximately 38% ofNew Skynet‘s initallyissued preferred stock through its management of certain investment funds identified in the Applications Ownership ofNewLoral and New Synet by Dr. Rachesky. As set forth in the Applications, Dr. Rachesky controls MHR and therefore will indirectly control the New Loral common stock and New Skynet preferred stock that MHR will indirectly control through its management of certain investment funds identifed in the Applications. According to Dr. Rachesky, he also holds direct ownership interest in certain of the funds managed by MHR. As a result of this ownership interest, we have been advised that Dr. Racheskyindirectly will hold a beneficial ownership interest n less than 2% ofthe iniiallyissued NewLoral commonstock and New Skynet preferred stock. In addition to thisindiect beneficial ownership interest, MHR has informed us that Dr. Rachesky, through his ownership of certain affiliates of MHR, also will hold a majority of MHR‘s industry—standard "carry"right to 20% ofthe profits acerved by the funds managed by MHR from their ownership interests in New Loral common stock and New Skynet preferted stock. Please do not hesitate to contact the undersigned with any questions. Respectfully submitted., Az~— _ /{ 4P Laurence D. Atlas ee: JoAnn Lucanik, Satellite Division, Intermational Bureau


Document Created: 2005-09-19 09:47:43
Document Modified: 2005-09-19 09:47:43
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC