Attachment DG Consents- req add

DG Consents- req add

REQUEST submitted by DG Consents

r

2010-07-26

This document pretains to SAT-T/C-20091130-00130 for Transfer of Control on a Satellite Space Stations filing.

IBFS_SATTC2009113000130_837017

                                                                                              ORIGINAL
L  | LERMAN
 S SENTERX
             | PLLC
                                                                                                          STEPHEN D. BARUCH
                                                                                                               202.416.6782
   WAS H IN GTON       DC                                                                           SBARUCH @LERMANSENTER.COM




                                            July 26, 2010

VIA HAND DELIVERY
                                                                           —1II
                                                                           FILE      EPTED
                                                                                D/ACCE
Ms. Marlene H. Dortch
Secretary                                                                             aoal
Federal Communications Commission                                                 JUI 2 6 2010
                                                                          Federal Communications Commussion
445 {2th Street, SW
Washington, DC 20554                                                            Office of the Secretary

               Re:     DG Consents Sub, Inc.
                       File No. SAT—T/C—20091130—00130
                       Call Sign $2129

Dear Ms. Dortch:

       DG Consents Sub, Inc. ("DG Consents Sub"), by its undersigned counsel, respectfully
requests an additional six months (i.e., until January 31, 2011) to consummate the above—
referenced transfer of control of the non—geostationary orbit satellite system licensed to DG
Consents Sub under Call Sign $2129 from Morgan Stanley & Co., Inc. ("Morgan Stanley") to
the shareholders of DigitalGlobe, Inc. ("DigitalGlobe"), the parent company of DG Consents
Sub. As DG Consents Sub explains below, the unusual cirecumstances of this case warrant the
grant of additional time for consummation, and ensure that the overall transaction remains in the
public interest.

       The International Bureau granted DG Consents Sub‘s transfer of control application
effective March 4, 2010. See Public Notice, Report No. S¥AT—00670, DA 10—382 (March 5,
2010). Under the Commission‘s rules, the Bureau‘s action established May 3, 2010 as the date
by which the subject transaction was to be completed. See 47 C.F.R. § 25.119(f) (transfers of
control shall be completed within 60 days from the date of authorization). However, as DG
Consents Sub forecast in its transfer of control application, the event triggering the transfer of
control —i.e., a reduction in Morgan Stanley‘s equity holdings in DigitalGlobe to less than 25
percent — could not be assured of occurring by the May 3 deadline due to market conditions and
other economic factors. This timing uncertainty led DG Consents Sub to request a temporary
waiver of Section 25.119(f) to allow it until August 1, 2010 for consummation of the transfer.
See Letter to Marlene H. Dortch, Federal Communications Commission, from Stephen D.
Baruch and Philip A. Bonomo, Counsel to DG Consents Sub, Inc., File No. SAT—T/C—20091130—
00130 (Apr. 29, 2010). It now appears that the reduction of Morgan Stanley‘s equity interest to
below the 25 percent threshold may not occur until the end of 2010 or January 2011.
Accordingly, DG Consents Sub seeks an additional six months in which to complete its transfer
of control.
                         2000 K STREET NW, SUITE 600 | WASHINGTON, DC 20006—1809
                        TEL 202.429.8970 | FAX 202.293.7783 | WWW.LERMANSENTER.COM


L   | Ms. Marlene H. Dortch
      July 26, 2010
   S Page —2—

        The extension requested herein is necessary because the triggering event —i.e., the
reduction by Morgan Stanley of its equity interest from a level above 25 percent to a level below
25 percent — is not an event that can occur on a schedule. As DG Consents Sub explained in its
application, the transfer of control from Morgan Stanley to the shareholders of DigitalGlobe will
occur pursuant to the terms of an Investor Agreement entered into by the parties in April 2009.
This Investor Agreement specifies that Morgan Stanley will relinguish its current right to
nominate a majority of the board of directors of DigitalGlobe once its equity interest falls below
the 25 percent threshold, but does not designate a date by which such a relinquishment has to
take place. There is no "closing," no new single stockholder acquiring control, and no changing
of the guard as there would be in a conventional transfer.

       The extension requested here is warranted because there is no harm to the public interest
associated with the deferral of consummation. The transfer, once it occurs, will have no
immediate effect on day—to—day operations of DigitalGlobe‘s Earth Exploration Satellite Service
("EESS") system or any impact on DigitalGlobe‘s EESS customers. Indeed, Morgan Stanley
will remain a significant stockholder of DigitalGlobe after the 25 percent threshold is crossed,
and its presence will help ensure the continued smooth operation of DigitalGlobe under standard
corporate provisions whereby stockholder equity rights are commensurate with the level of
equity ownership. Clearly, there is no question that continuation in the short term of the
operation of DigitalGlobe/DG Consents Sub under the current ownership regime remains in the
public interest. Finally, approval of this request will also serve the public interest by avoiding
substantial administrative burdens on DG Consents Sub and Bureau staff. If the instant
extension request is not granted, DG Consents Sub will need to prepare and file a second,
factually duplicative transfer of control application, and the Bureau will in turn be obliged to
process it. Rather than pursue this inefficient use of limited resources, the public interest would
be better served by extending the consummation deadline to encompass a period within which
DG Consents Sub expects the transfer of control to occur.

        For the foregoing reasons, DG Consents Sub requests an additional six months, through
January 31, 2011, in which to consummate the subject transfer of control. Should you have any
questions regarding this request, or require any additional information regarding the reasons for
the deferral, please contact the undersigned counsel.

                                                     Respectfully submitted,


                                                                     Drl
                                                       ephgn D. Baruch
                                                     Philip‘A. Bonomo

                                                     Counsel to DG Consents Sub, Inc.

ce (via email): Karl Kensinger
               Jeanette Spriggs



Document Created: 2019-04-21 03:42:57
Document Modified: 2019-04-21 03:42:57

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