*Pages 1--4 from Microsoft Word - 44958.doc* PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 TWELFTH STREET, S. W. WASHINGTON, D. C. 20554 News media information 202/ 418- 0500 Fax- On- Demand 202/ 418- 2830 Internet: http:// www. fcc. gov ftp. fcc. gov DA 04- 4011 Released: December 21, 2004 Inmarsat Group Holdings Limited Files Certification and Petition for Declaratory Ruling Pursuant to Section 621( 5)( F) of the Open- Market Reorganization for the Betterment of International Telecommunications Act, as amended (the “ORBIT Act”) PLEADING CYCLE ESTABLISHED IB Docket No. 04- 439 Comments Due: January 20, 2005 Replies Due: February 4, 2005 On November 15, 2004 and December 16, 2004, Inmarsat Group Holdings Limited, the ultimate parent company of Inmarsat Ventures Limited (together with its subsidiaries, “Inmarsat”), filed with the Commission, a Certification and Request for Declaratory Ruling, along with a supplemental submission, 1 asking that the Commission find that Inmarsat has met the privatization criteria under the Open- Market Reorganization for the Betterment of International Telecommunications Act, as amended (the “ORBIT Act”). 2 Under the certification process set forth in Section 621( 5)( F) of the ORBIT Act, 3 Inmarsat may satisfy the ORBIT Act’s privatization criteria under Section 621 if it certifies to the Commission that (I) Inmarsat has achieved substantial dilution of the aggregate amount of signatory and former signatory financial interest in Inmarsat, 4 (II) any signatories or former signatories that retain a financial interest in Inmarsat do not posses, together or individually, effective control of Inmarsat, and (III) no 1 See Certification and Request for Declaratory Ruling filed by Inmarsat Group Holdings Limited pursuant to Section 621( 5)( F) of the Open- Market Reorganization for the Betterment of International Telecommunications Act, as amended (the “ORBIT Act”), including Attachments A- F, with the Secretary, Federal Communications Commission, dated Nov. 15, 2004 (“ Request for Declaratory Ruling”). Inmarsat made a supplemental submission and certification filing with the Secretary, Federal Communications Commission, dated Dec. 16, 2004 (“ Supplemental Filing”). 2 See Title VI of the Communications Satellite Act of 1962, as amended, 47 U. S. C. §§ 701 et seq., which was added by the Open- Market Reorganization for the Betterment of International Telecommunications Act, Pub. Law 106- 180, 114 Stat. 48 (2000), most recently amended by Pub. Law 108- 371, 118 Stat. 1752 (2004) (herein, “ORBIT Act”). The recent amendment to the ORBIT Act was signed into law on October 25, 2004, modifying the requirements of Section 621( 5) by adding new subsections (F) and (G). See ORBIT Act, §§ 621( 5)( F), 621( 5)( G). 3 ORBIT Act, § 621( 5)( F). 4 The term “substantial dilution” is defined under the amended ORBIT Act to mean that a majority of the financial interests in Inmarsat are no longer held or controlled, directly or indirectly, by signatories or former signatories. See ORBIT Act, § 621( 5)( G). 1 2 intergovernmental organization has more than a minimal ownership interest in Inmarsat. 5 The Certification submitted by Inmarsat states that it has met these requirements. 6 In addition, the ORBIT Act requires that Inmarsat provide financial and other information to the Commission as the Commission may require to verify such certification. 7 In its Request for Declaratory Ruling, Inmarsat provides financial and other information including an organizational chart of Inmarsat’s capitalization and corporate structure, a list of shareholders and holdings per shareholder, a table of changes in Inmarsat shares by former signatories since privatization in 1999, a list of Inmarsat debt holders, the shareholders agreement, and the Article of Association of Inmarsat. In its Supplemental Filing, Inmarsat provides further information about the ownership interest of the International Mobile Satellite Organizations (“ IMSO”), the only intergovernmental organizations with an ownership interest in Inmarsat. Based on its Request for Declaratory Ruling and the attached financial and other information, along with the supplemental submission, and its Certification that each of the conditions under the ORBIT Act has been met, Inmarsat requests that the Commission find that it is in compliance with such certification and that it has met the final ORBIT Act criterion. Under the ORBIT Act, the Commission must determine, after notice and comment, whether Inmarsat is in compliance with such a certification. 8 Thus, we initiate this proceeding to solicit comment on Inmarsat’s Certification and Request for Declaratory Ruling and supplemental submission. 9 Interested parties may file comments no later than January 20, 2005. Replies to such comments must be filed no later than February 4, 2005. All filings concerning matters referenced to in this Public Notice should refer to IB Docket No. 04- 439. Under the Commission’s current procedures for the submission of filings and other documents, 10 submissions in this matter may be filed electronically (i. e., though ECFS) or by hand delivery to the Commission’s Massachusetts Avenue location. 5 See ORBIT Act, §§ 621( 5)( F)( i)( I),( II) and (III). 6 See Supplemental Filing, attached Certification. 7 ORBIT Act, §§ 621( 5)( F)( ii). 8 ORBIT Act, §§ 621( 5)( F)( iii). 9 Inmarsat previously submitted a letter to the Commission on February 10, 2004, detailing its efforts to satisfy the requirements set forth in Sections 621( 2) and 621( 5)( A)( ii) of the ORBIT Act to conduct an initial public offering (IPO) prior to June 30, 2004. Inmarsat's U. S. authorizations are conditioned "on Inmarsat conducting an IPO consistent with sections 621( 2) and 621( 5)( A)( ii) of the Orbit Act." See Comsat Corporation d/ b/ a Comsat Mobile Communications, et al., Memorandum Opinion, Order and Authorization, 16 FCC Rcd. 21661 (2001). The Commission assigned File No. SAT- MSC- 20040210- 00027 to Inmarsat’s February 10, 2004, filing and placed it on public notice. See Report No. SAT- 00197 (March 5, 2004). Although the need to meet the IPO requirements under Sections 621( 2) and 621( 5)( A)( ii) of the ORBIT Act is no longer necessary if Inmarsat is found to have complied with the certification process under 621( 5)( F), until the Commission makes such a finding, the proceeding in File No. SAT- MSC- 20040210- 00027 remains open. Because the record in File No. SAT- MSC- 20040210- 00027 is relevant to issues concerning the ownership of Inmarsat, parties may also rely on information submitted in that record when submitting comments in this proceeding. 10 See Implementation of Interim Electronic Filing Procedures for Certain Commission Filings, Order, 16 FCC Rcd. 21,483 (2001); see also FCC Announces a New Filing Location for Paper Documents and a New Fax Number for General Correspondence, Public Notice, 16 FCC Rcd. 22,165 (2001); Reminder: Filing Locations for Paper Documents and Instructions for Mailing Electronic Media, Public Notice, 18 FCC Rcd. 16,705 (2003). 2 4 418- 0719 or Stephen Duall, Satellite Division, International Bureau, at (202) 418- 0719. -FCC- 4