Attachment DG Consents Extensio

DG Consents Extensio

LETTER submitted by DG Consents Sub., Inc.

additional 6 month extension request

2010-07-26

This document pretains to SES-T/C-20091201-01512 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2009120101512_831903

ORIGINAL o |sih‘ss L | LERMAN STEPHEN D. BARUCH 202.416.6782 WAS H I NGTON DC SBARUCH @LERMANSENTER.COM July 26, 2010 VIA HAND DELIVERY Ms. Marlene H. Dortch Secretary FILED/ACCEPTED Federal Communications Commission 445 12th Street, SW JHL 26 2010 Washington, DC 20554 Federal Communications Commission Office of the Re: DG Consents Sub, Inc. 16e ot the Secrotaty File No. SES—T/C—20091201—01512 Call Signs E040264 and E950499 Dear Ms. Dortch: DG Consents Sub, Inc. ("DG Consents Sub"), by its undersigned counsel, respectfully requests an additional six months (7.e., until January 31, 2011) to consummate the above— referenced transfer of control of the two fixed—satellite service earth stations licensed to DG Consents Sub under Call Signs E040264 and E950499 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 cireumstances 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. SES—01225 (March 10, 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. SES—T/C—20091201—01512 (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

1g Ms. Marlene H. Dortch July 26, 2010 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, Ip.2./ Stephen‘D. Baruch Philip A. Bonomo Counsel to DG Consents Sub, Inc. ce (via email): Karl Kensinger Jeanette Spriggs


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Document Modified: 2019-04-21 09:26:50
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