Attachment Waiver Request

This document pretains to SAT-T/C-20120817-00136 for Transfer of Control on a Satellite Space Stations filing.

IBFS_SATTC2012081700136_963856

                         FCC Form 312; Response to Question 35


       Attached is waiver request regarding the application signature requirement contained in
Section 25.112(a) of the Commission‘s Rules.


                                         Before the
                          FEDERAL COMMUNICATIONS COMMISSION
                                   ‘Washington, DC 20554




                                                    )
Application of                                      )
                                                    )
Liberty Media Corporation                           )        File Nos.
                                                    )
For Consent to Transfer of De Jure                  )        Docket No.
Control of Sirius XM Radio Inc.                     )
                                                    )


        LIBERTY MEDIA‘S REQUEST FOR WAIVER OF TRANSFEROR/LICENSEE
             _ SIGNATURE REQUIREMENTS FOR APPLICATIONS FOR
                  CONSENT TO TRANSFER OF DE JURE CONTROL

         Liberty Media Corporation ("Liberty Media") requests the limited waiver of the

Federal Communication Commission‘s ("Commission") rules as set forth herein.                            Liberty

Media is filing an Appliéation for Consent to Transfer of De Jure Control ("Application") of

Sirius XM Radio Inc. ("Sirius") and thé space station, satellite earth station, wireless,

experimental and other FCC licenses‘ and authorizations held by Sirius and/or its subsidiaries.

As described in Exhibit 1, which was prepared by Sirius, Sirius has declined to execute the

Application.      Sirius has represented that it will cooperate fully with the Commission‘s

‘evaluation of the. Application. Id.

        More specifically, Liberty Media respectfully requests, pursuant to Sections 1.3 and

1.925 of ‘the Commission‘s Rules, a waiver of the Commission‘s rules to allow the eiectronic

filing of Form 312, Form 603 and Form 703‘ applications for consent to transfer of de jure

control of the Sirius FCC licenses and authorizations without the transferor and/or licensee

‘ A list of the FCC licenses and authorizations held by Sirius and/or its subsidiaries and subject to this waiver
request is annexed as Schedule 1.


electronic signatures.   Each of the applications includes all transferor/licensee information.

Sirius has reviewed the transferor/licensee portions of the Form 312 applications, and Sirius

has prepared the transferor/licensee portions of the Form 603 and Form 703 applications. The

Commission should grant this waiver request and accept the application forms without the

transferor and/or licensee authorized electronic signatures because the application forms

include all transferor/licensee information and Sirius has agreed to cooperate fully with the

Commission in its evaluation of the applications. Libefty Media respectfully submits that this

approach   will conserve the Commission‘s        administrative resources    and enable each

Commission Bureau to consider its respec.tive electronic applications in the normal course.

       Section 1.3 of the Commission‘s Rules states that the Commission may waive any

provision of its Rules, either on its own motion or in response to a petition demonstrating

"good cause" for the waiver requested. 47 C.F.R. §1.3. The Commission generally finds that

good cause exists for a waiver of its rules "where the particular facts make strict compliance

inconsistent with the public interest" under the circumstances presented, and "when the relief

requested would not undermine the policy objéctive of the rule in question."         See, e.g.,

Enhanced 911 Calling Systems, 20 FCC Red. 7709 (2005), at 9. The party seeking a waiver

must show that, due to "unique or unusual factual circumstances," application of the rule

would be "inequitable, unduly burdensome or contrary to the public interest," or would leave

the applicant with "no reasonable alternative." See 47 C.F.R. §1.925(b); see also WAIT Radio

v. FCC, 418 F.2d 1153 (D.C. Cir. 1969), appeal after remand, 459 F.2d 1203 (D.C. Cir.

1972), cert. denied, 409 U.S. 1027 (1972) (agency discretion to proceed through general rules

“ié intimately linked to the existence of a safety valve procedure for consideration of an

application for exemption based on special circumstances").


          As set forth in the Application, Liberty Media is seeking Commission consent to the

 transfer of de jure control of Sirius from the current shareholders of Sirius to Liberty‘ Media.

 Liberty Media already owns 47.3% of the total outstanding shares of Sirius common stock on

 an as—converted basis and has stated in its Application that it will have purchased sufficient

 shares of Sirius‘ common stock and will convert its Preferred Shares such that the transfer of

control will be completed within 60 days of Commission consent.                 Howéver, Liberty Media

will not convert its Preferred Shares in sufficient quan;ities to own more than 50% of the

outstanding common stock of ‘Sirius until the Commission grants its de jure transfer of control

applications.

         Here, Liberty Media is unable to file the necessary electronic applications for consent

to the transfer of ‘dz‘e Jure control of the Sirius FCC licenses and authorizations with electronic

transferor and/or licensee signatures because as described in Exhibit 1 Sirius declines to

execute the application forms and become a party to the applications. Consequently, in order

to file the application forms required to obtain Commission consent, Liberty Media

respectfully requests a waiver of the following Commission regulations requiring transferor

and/or licensee signatures of application forms:i                     |

              e   ‘Section 1.917 requiring electronic signatures for wireless license.
                  applications (47 C.F.R §1.917);

             e    Section 5.57 requiring electronic          signatures         for    experimental
                  authorization applications (47 C.F.R. §5.57); and

             e    Section 25.112(a) requiring electronic signatures for satellite and earth
                  station license applications (47 C.F.R. '§25.112(a)).v



> Pursuant to a second forward purchase contract into which Liberty Media entered, Liberty Media intends to
acquire 41,087,753 common shares on the settlement date, which is scheduled for October 14, 2012. As
explained in the Application, Liberty Media will own 48% of the total outstanding shares of Sirius (on an as—
converted basis) after the October 14 settlement date.


                                          Conclusion

        Liberty Media respectfully requests that the Commission waive its application signature

rules and accept the application forms for filing. Each of the application forms includes all of

the required information for the transferor/licensee which Sirius has confirmed or provided.

Only Sirius‘ signature as a party to the application forms is lacking, for the reasons described

in Exhibit 1. Grant of this waiver request is fully justified to enable Commission review of the

application forrfis required of Liberty Media.          Further, such grant will conserve the

Commission‘s administrative resources and permit use of the Commission‘s standard electronic

application filing systems.

                                            Respectfully submitted,

                                              LIBERTY MEDIA CORPORATION



                                                  dot [ /@%
                                             Robert L. Hoegle, Esquire
                                             Timothy J. Fitzgibbon, Esqulre
                                             Thomas F. Bardo, Esquire

                                              Nelson Mullins Riley & Scarborough LLP
                                             101 Constitution Avenue, N.W., Suite 900
                                             Washington, D.C. 20001
                                             (202) 712—2800
August 16, 2012


                            Schedule
            FCC LICENSES & AUTHORIZATIONS

                     Sirius XM Radio Inc.




E040363         FEarth station              10/19/2019
E060276         Earth station               9/5/2021
E060277         Earth station               10/3/2021
E060363         Earth   station             10/30/2021
EO80168         Earth   station             2/17/2024
E080185         Earth   station             10/9/2023
E110172         Earth   station             2/15/2027
E990291         Earth station               3/20/2026
$2710           Satellite                   8/25/2017
WQKI298         Business radio              5/29/2019
WQPD459         Business radio              4/13/2022
WE2XSS          Experimental


                        XM Radio LLC




$2118 >         Satellite                   5/31/2014
$2119           Satellite                   3/31/2014
S2616           Satellite                   12/15/2014
$2617           Satellite                   4/20/2013
$2786           Satellite                   12/2/2018
E040204 _       Earth station               8/6/2019
E000724         Earth station               1/22/2026
E000158         Earth station               3/20/2026
wWQJP534        Wireless                    10/1/2012
WB2XCA                rimental              9/1/2012


                  Satellite CD Radio LLC




                Satellite                   2/11/2017
                Satellite



Document Created: 2012-08-17 14:30:17
Document Modified: 2012-08-17 14:30:17

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