1 65 Letter.pdf

Section 1.65 Notification submitted by EchoStar Corporation

Section 1.65 Letter

2011-04-26

This document pretains to SAT-T/C-20110228-00042 for Transfer of Control on a Satellite Space Stations filing.

IBFS_SATTC2011022800042_886336

Pantelis Michalopoulos 1330 Connecticut Avenue, NW 202.429.6494 Washington, DC 20036-1795 pmichalo@steptoe.com Tel 202.429.3000 Fax 202.429.3902 steptoe.com FILED ELECTRONICALLY April 26, 2011 Marlene H. Dortch Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 Re: EchoStar Corporation and Hughes Communications, Inc., Docket No. 11-55, File Nos. SAT-T/C-20110228-00041 and -00042; SES-T/C-20110228-00221, -00222, -00223, and - 00224; and Experimental License File Nos. 0001-EX-TC-2011, 0002-EX-TC-2011, and 0003-EX-TC-2011 Dear Ms. Dortch: EchoStar Corporation (“EchoStar”) hereby submits this letter, pursuant to Section 1.65 of the Commission’s rules,1 to update the information submitted in the above-referenced applications (the “Hughes Applications”) by EchoStar and Hughes Communications, Inc. (“Hughes”) in order to reflect the incorporation of EH Holding Corporation (“EHH”) and the addition of one layer to the relevant corporate structure. In brief, instead of being directly and wholly owned by EchoStar, following the consummation of the transaction described in the Hughes Applications, Hughes will be directly and wholly owned by the new subsidiary EHH, which in turn will be directly and wholly owned by EchoStar. On March 16, 2011, EchoStar incorporated this direct, wholly owned subsidiary, EHH. The directors of EHH are Charles W. Ergen, Michael T. Dugan, and R. Stanton Dodge. The officers of EHH are Charles W. Ergen, Chairman; Michael T. Dugan, President and Chief Executive Officer; R. Stanton Dodge, Executive Vice President, General Counsel and Secretary; and David J. Rayner, Chief Financial Officer. EHH was created for the purpose of facilitating debt financing going forward and consists of 1 47 C.F.R. § 1.65.

Marlene H. Dortch April 26, 2011 Page 2 EchoStar’s satellite services business. On March 27, 2011, the board of directors of EchoStar approved the contribution of Broadband Acquisition Corporation (“Broadband”) to EHH. Consequently, Broadband became a wholly owned subsidiary of EHH. Upon completion of the transaction described in the Hughes Application, Hughes will be merged into Broadband, with Hughes as the surviving entity (the “Merger”). As a result, once the Hughes Applications are approved and the Merger is consummated, Hughes will be a direct, wholly owned subsidiary of EHH and an indirect, wholly owned subsidiary of EchoStar. Post-transaction, a simplified organizational structure of EchoStar and Hughes is represented as follows: Shareholders EchoStar Corporation (Nevada) 100 % EH Holding Corporation (Colorado) 100 % 100 % EchoStar Satellite Hughes Services L.L.C. Communications Inc. (Colorado) (Delaware) 100 % 100 % EchoStar Satellite Hughes Network Operating Systems, LLC Corporation (Delaware) (Colorado)

Marlene H. Dortch April 26, 2011 Page 3 If you have any questions, please do not hesitate to contact us. Respectfully submitted, /s/ Alison Minea Pantelis Michalopoulos Corporate Counsel Christopher Bjornson EchoStar Corporation Steptoe & Johnson LLP 1110 Vermont Avenue N.W., Suite 750 1330 Connecticut Avenue, N.W. Washington, D.C. 20005 Washington, D.C. 20036 (202) 293-0981 (202) 429-3000 Counsel for EchoStar Corporation


Document Created: 2011-04-26 18:08:47
Document Modified: 2011-04-26 18:08:47
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