Attachment Exhibit 1

This document pretains to SES-ASG-INTR2019-02356 for Assignment on a Satellite Earth Station filing.

IBFS_SESASGINTR201902356_1720559

EXHIBIT 1 DESCRIPTION OF TRANSACTION AND PUBLIC INTEREST STATEMENT (Response to Questions 43 & A21) Pursuant to 47 C.F.R. § 25.119, EchoStar Satellite Operating Corporation (“ESOC”) and EchoStar 77 Corporation, indirect wholly owned subsidiaries of EchoStar Corporation (“EchoStar”) and EchoStar Operating L.L.C., a direct wholly owned subsidiary of EchoStar (together with ESOC and EchoStar 77 Corp. “EchoStar Subsidiaries”), and EchoStar BSS Corporation (“EBC”), an indirect wholly owned subsidiary of EchoStar (collectively, “Applicants”) request Commission consent to a pro forma assignment of the space station licenses and pro forma assignment and transfer of control of the earth station licenses specified in Attachment B and Attachment C (“Licenses”) in the accompanying Forms 312, Schedule A (Question A8), from the EchoStar Subsidiaries to EBC. Upon closing of the transaction described below, certain assets of ESOC and EchoStar Operating L.L.C., including the relevant Licenses, will be transferred to an entity that will become a wholly owned subsidiary of DISH Network Corporation (“DISH”) and EchoStar 77 Corporation will become a wholly owned subsidiary of DISH.1 Both DISH and EchoStar are controlled by Mr. Charles W. Ergen, who holds a controlling, majority voting interest in both companies. I. Description of the Transaction and Public Interest Benefits On May 19, 2019, EchoStar and certain subsidiaries of EchoStar entered into an agreement with DISH and certain subsidiaries of DISH, pursuant to which DISH agreed to acquire the portion of EchoStar’s business that manages and provides broadcast satellite services 1 All of these space station licenses authorize non-common carrier services, and thus their pro forma assignment requires prior Commission approval under 47 C.F.R. § 25.119(i).

(“BSS Business” and, such acquisition, the “Acquisition.”)2 Prior to the consummation of the Acquisition, the BSS Business will be transferred from EchoStar and certain of its subsidiaries to EBC and its subsidiaries. Pursuant to the Acquisition agreement, DISH will acquire the products, assets, licenses and technology, and the business operations, revenues, billings, liabilities, and operating activities, primarily related to the BSS Business, including several space station and earth station licenses held by EchoStar which will be assigned subject to FCC consent. In return EchoStar shareholders will receive shares of DISH common stock. As shown in Attachment A (Ownership Diagram), Charles W. Ergen holds a controlling, majority voting interest in both EchoStar and DISH.3 Following the pro forma transaction, ultimate control over the Licenses will continue to be exercised by Mr. Ergen through his ongoing control of DISH. This pro forma transaction will serve the public interest by creating a more efficient structure to facilitate investment in DISH and its affiliated companies. II. Authorizations to be Transferred The Applicants request consent to assign the Licenses listed in Attachment B and Attachment C. The Applicants further request that grant of these applications include Commission consent to the pro forma assignment to EBC of all other station authorizations currently held by, or issued on or after this filing date to, the EchoStar Subsidiaries and associated with the Licenses listed in Attachment B and Attachment C, including (i) existing 2 EchoStar Announces Agreement to Transfer BSS Business to DISH, EchoStar (May 20, 2019), https://www.echostar.com/Press/Newsandmedia/EchoStar%20Announces%20Agreement%20to%20Transfer%20BS S%20Business%20to%20DISH.aspx/ 3 See Federal Commc’ns Bar Ass’n Pet. for Forbearance from Section 310(D) Regarding Non-Substantial Assignments of Wireless Licenses and Transfer of Control, Opinion and Order, 13 FCC Rcd. 6293, 6298–99 (1998) (describing license transfers to corporations owned or controlled by the assignor’s shareholders as pro forma in nature). 2

special temporary authorizations (“STAs”);4 (ii) STAs and licenses granted pursuant to a pending application; and (iii) pending modifications to licenses.5 III. Certification The Applicants certify that the proposed assignment and transfer of control are pro forma and will not result in a substantial change in control over the Licenses. The FCC has already passed on the qualifications of DISH to control FCC licenses. Moreover, Commission approval of the proposed assignment and transfer of control do not require a waiver or declaratory ruling regarding any applicable FCC rule. Thus, under 47 C.F.R. § 25.119(i), Commission approval will be deemed granted one business day after filing. 4 See IBFS File Nos. SAT-STA-20181212-00089; SAT-STA-20190206-00006; STA SES-STA-20190214-00097; STA SES-STA-20190308-00311; STA SES-STA-20190214-00098; STA SES-STA-20190214-00099; SES-STA- 20190214-00100. 5 See IBFS File Nos. SES-MFS-20190214-00090; SES-MFS-20190214-00089; SES-MFS-20190214-00091; MOD SES-MFS-20190308-00275; MOD SES-MFS-20190214-00088. 3

ATTACHMENT A Pre-Closing Ownership Diagram Charles W. Ergen EchoStar DISH Network Corporation Corporation EchoStar Operating L.L.C. Hughes Satellite Systems Pro Forma Assignor Corporation EchoStar 77 Corporation EchoStar Satellite Services L.L.C. EchoStar Satellite Operating Corporation Pro Forma Assignor Legend Controlling Interest (i.e., majority voting interest) 100 Percent Ownership

ATTACHMENT A Post-Closing Ownership Diagram Charles W. Ergen EchoStar DISH Network Corporation Corporation EchoStar BSS Corporation Hughes Satellite Systems Pro Forma Assignee of Corporation EchoStar Satellite Operating Corporation and EchoStar Operating L.L.C. Licenses EchoStar Satellite Services L.L.C. EchoStar 77 Corporation EchoStar Satellite Operating Corporation Legend Controlling Interest (i.e., majority voting interest) 100 Percent Ownership 2

ATTACHMENT B Space Station Licenses Station Orbital Licensee Satellite Name Call Sign Class/Radio Location Service EchoStar Satellite EchoStar 12 S2653 86.4° WL DBS/BSS Operating Corporation EchoStar Satellite EchoStar 15 S2811 61.65° WL DBS Operating Corporation EchoStar Satellite EchoStar 16 S2844 61.54° WL DBS Operating Corporation

ATTACHMENT C Earth Station Licenses Licensee1 Call Sign Location Station Class/Radio Service EchoStar 77 Corp. E050196 Blanket License Fixed Earth Station EchoStar Operating L.L.C. E010242 Gilbert, AZ Fixed Earth Station EchoStar Operating L.L.C. E020248 Blackhawk, SD Fixed Earth Station EchoStar Operating L.L.C. E020306 Gilbert, AZ Fixed Earth Station EchoStar Operating L.L.C. E060003 Gilbert, AZ Fixed Earth Station EchoStar Operating L.L.C. E070014 Gilbert, AZ Fixed Earth Station EchoStar Operating L.L.C. E070015 Gilbert, AZ Fixed Earth Station EchoStar Operating L.L.C. E070273 Quicksburg, VA Fixed Earth Station EchoStar Operating L.L.C. E070275 Spokane, WA Fixed Earth Station EchoStar Operating L.L.C. E080120 Cheyenne, WY Fixed Earth Station EchoStar Operating L.L.C. E150098 Summerset, SD Fixed Earth Station EchoStar Operating L.L.C. E170093 Gilbert, AZ Fixed Earth Station EchoStar Operating L.L.C. E170094 Quicksburg, VA Fixed Earth Station EchoStar Operating L.L.C. E170095 Cheyenne, WY Fixed Earth Station EchoStar Operating L.L.C. E980005 Cheyenne, WY Fixed Earth Station EchoStar Operating L.L.C. E980047 Cheyenne, WY Fixed Earth Station EchoStar Operating L.L.C. E980118 Cheyenne, WY Fixed Earth Station 1 EchoStar 77 Corporation will continue to be the license holder following consummation of the Acquisition and therefore should be treated as a pro forma transfer of control. All other earth station licenses should be treated as pro forma assignments.


Document Created: 2019-06-06 16:50:24
Document Modified: 2019-06-06 16:50:24
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC