Attachment Public Notice

This document pretains to SES-AMD-20070531-00739 for Amended Filing on a Satellite Earth Station filing.

IBFS_SESAMD2007053100739_575647

PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 12th STREET S.W. WASHINGTON D.C. 20554 News media information 202-418-0500 Fax-On-Demand 202-418-2830; Internet: http://www.fcc.gov (or ftp.fcc.gov) TTY (202) 418-2555 Report No. TEL-01163NS Friday June 29, 2007 NON STREAMLINED INTERNATIONAL APPLICATIONS ACCEPTED FOR FILING Section 214 Applications (47 C.F.R. § 63.18); Authorize Switched Services over Private Lines (47 C.F.R. § 63.16) and Section 310(b)(4) Unless otherwise specified, the following procedures apply to the applications listed below: The applications listed below have been found, upon initial review, to be acceptable for filing. These applications are not subject to the streamlined processing procedures set forth in Section 63.12 of the Commission’s rules, 47 C.F.R. § 63.12. These applications shall not be deemed granted until the Commission affirmatively acts upon the application, either by public notice or by written order. Operation for which authorization is sought may not commence except in accordance with any terms or conditions imposed by the Commission. Unless otherwise specified, interested parties may file comments with respect to these applications within 28 days of the date of this public notice. We request that such comments refer to the application file number shown below. No application listed below shall be granted by the Commission earlier than the day after the date specified in this public notice for the filing of comments. Unless otherwise specified, ex parte communications between outside parties and Commission staff concerning these applications are permitted subject to the Commission’s rules for “permit-but-disclose proceedings.” See 47 C.F.R. § 1.1206. Copies of all applications listed here are available for public inspection in the FCC Reference and Information Center, located in room CY-A257 at the Portals 2 building, 445 12th Street SW, Washington DC 20554. The center can be contacted at (202) 418-0270. People with Disabilities: To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty). All applications listed are subject to further consideration and review, and may be returned and/or dismissed if not found to be in accordance with the Commission’s rules, regulations, and other requirements. Page 1 of 2

ISP-PDR-20070531-00009 P SkyWave Mobile Communications, Corp. Petition for Declaratory Ruling SkyWave Mobile Communications, Corp. (SkyWave or the "Petitioner") requests a declaratory ruling that it is in the public interest for SkyWave to have indirect foreign ownership in excess of the 25 percent benchmark under section 310(b)(4) of the Communications Act of 1934, as amended. Specifically, SkyWave seeks approval for up to 100% indirect foreign ownership by the current named shareholders of its ultimate parent company, SkyWave Mobile Communications, Inc. (SMCI). In addition, SkyWave seeks approval for indirect foreign ownership interests that would be held by certain named foreign individuals and entities upon their conversion of warrants and stock options held in SMCI, which would dilute the ownership interests of SMCI's current shareholders. Finally, SkyWave seeks approval for additional investment by the foreign individuals and entities named in the petition, and by new foreign investors, up to and including an additional, aggregate 25% indirect equity and/or voting interests without seeking further Commission approval under section 310(b)(4). SkyWave has filed a companion application for consent to the pro forma transfer of control of its blanket mobile earth terminal license (File No. SES-T/C-20070531-00738) and an amendment to its pending Title III application to use the Inmarsat 4F2 satellite (SES-AMD-20070531-00739) in its provision of Inmarsat D+ service. SkyWave is a Delaware corporation that is wholly owned by SkyWave Mobile Holdings, Corp. (SMHC), a Delaware holding company. SMHC, in turn, is wholly owned by SMCI, a Canadian corporation. On January 8, 2004, the Commission issued SkyWave a declaratory ruling that approved its 100% indirect foreign ownership by SMCI and SMCI's named Canadian shareholders, subject to certain conditions. Public Notice, DA 04-25, 19 FCC Rcd 275 (IB 2004) (granting ISP-PDR-20030311-00006) ("2004 Ruling"). According to the Petitioner, on April 20, 2007, new shareholders acquired ownership interests in SMCI as part of a new round of financing. Petitioner states that, when these new shareholdings are combined with existing shareholdings not previously approved in the 2004 Ruling, the combined amount exceeds the allowance permitted under the ruling for an additional, aggregate 25% indirect foreign equity and voting interests in SkyWave. Petitioner seeks approval for the following individuals and entities to hold indirect equity and voting interests in SkyWave, in addition to the shareholders previously approved in the 2004 Ruling: Mahkota SA (organized in Luxembourg with a principal place of business in Luxembourg or Brunei) (25.16%); Partenon Holdings, LLC (U.S.-organized with a principal place of business in Brazil) (2.52%); GTI V, LP and GTI V (NR), LP (both organized and principally conducting business in Canada (collectively, 8.37%); 1168433 Ontario, Inc. (organized and principally conducting business in Canada) (0.26%); and four named Canadian citizens (collectively, 0.69%). SMCI shareholders approved in the 2004 Ruling continue to hold equity and voting interests as specified in the petition, at levels below those approved in the 2004 Ruling. Petitioner also requests approval for warrants and stock options for SMCI so that these convertible interests can be redeemed without further Commission approval under section 310(b)(4). In particular, MMV Financial, a Canadian corporation with its principal place of business in Canada, holds warrants that, if exercised, would represent an equity and voting interest of approximately 1.29% based on the current number of outstanding shares of SMCI. SkyWave also seeks approval for stock options that have been granted but not exercised under SMCI's employee stock option plan. The named individuals that hold granted stock options are citizens of Canada, Brazil, China, Peru, Singapore, Hong Kong, and Mexico. Petitioner asserts that, pursuant to the rules and policies established in the Commission's Foreign Participation Order, 12 FCC Rcd 23891 (1997), Order on Reconsideration, 15 FCC Rcd 18158 (2000), the indirect foreign equity and voting interests for which it seeks approval are consistent with the public interest. REMINDER: Applicants must certify that neither the applicant nor any party to the application is subject to a denial of federal benefits by federal and/or state courts under authority granted in 21 U.S.C. § 862. See 47 C.F.R. §§ 1.2001–.2003. An updated version of Section 63.09-.25 of the rules, and other related sections, is available at http://www.fcc.gov/ib/pd/pf/telecomrules.html Page 2 of 2


Document Created: 2007-06-28 18:09:37
Document Modified: 2007-06-28 18:09:37
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