*Pages 1--5 from Microsoft Word - 48644.doc* FEDERAL COMMUNICATIONS COMMISSION DA 05- 1391 1 Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D. C. 20554 In the Matter of ) ) Hughes Network Systems, Limited, ) and Hughes Network Systems, Inc. ) Assignors, ) File Nos. SES- ASG- 20041223- 01892 ) SES- ASG- 20041223- 01893 and ) SES- ASG- 20041223- 01882 ) HNS License Sub, Limited ) and HNS License Sub, LLC ) Assignees ) ) Applications for Consent for Assignment ) of Earth Station Licenses and Associated ) Special Temporary Authorizations ) ) ORDER Adopted: May 18, 2005 Released: May 18, 2005 By the Chief, International Bureau: I. INTRODUCTION 1. In this Order, we clarify a number of aspects of the transactions we authorized in the Hughes/ Skyterra Assignment Order. 1 None of these clarifications affect our April 18, 2005 decision to grant the three assignment applications at issue. II. BACKGROUND 2. In the Hughes/ Skyterra Assignment Order, the International Bureau (Bureau) granted three applications to subsidiaries of Hughes Network Systems, Inc. (HNS, Inc.) to assign certain earth station licenses and associated Special Temporary Authorizations (STAs) to new HNS subsidiaries that are also owned in part by SkyTerra Communications, Inc. (SkyTerra). In that Order, the Bureau discussed in detail the transaction proposed in one of the assignment applications, and stated that the transactions proposed in the other two assignment applications were similar to the transaction proposed in the first application. 2 In fact, there were important differences in each of the transactions. In this Order, we explain all three transactions in detail. 1 Hughes Network Systems, Limited, Assignor, and HNS License Sub, LLC, Assignee, Consolidated Application for Consent for Assignment of Earth Station Licenses and Associated Special Temporary Authorizations, Order and Authorization, DA 05- 1098 (Int'l Bur., released Apr. 18, 2005) (Hughes/ Skyterra Assignment Order). 2 Hughes/ Skyterra Assignment Order at n. 1. 1 FEDERAL COMMUNICATIONS COMMISSION DA 05- 1391 2 III. DISCUSSION 3. HNS, Inc. 3 is the parent company of two corporations, Hughes Network Systems Europe Limited (HNS Europe), and Hughes Network Systems, LLC (HNS LLC). 4 HNS Europe is the parent company of Hughes Network Systems Ltd. (HNS, Ltd.). 5 HNS LLC is the indirect parent company of Hughes Network Systems (UK) Limited, (HNS (UK) Limited), which in turn is the parent company of HNS License Sub, Limited. 6 HNS License Sub, Limited is incorporated in England. 7 In addition, HNS LLC is the parent company of a different subsidiary, HNS License Sub, LLC. 8 HNS License Sub LLC is incorporated in Delaware. 9 4. In granting File No. SES- ASG- 20041223- 01892 (the 1892 Application), we clarify that the Bureau authorized HNS Ltd., an English company, to assign the earth station licenses and STAs listed in Appendix A to HNS License Sub, Limited, the English subsidiary. 10 In granting File No. SES- ASG- 20041223- 01893 (the 1893 Application) and File No. SES- ASG- 20041223- 01882 (the 1882 Application), we clarify that the Bureau authorized HNS Inc. to assign the earth station licenses, STAs, and modification applications listed in Appendix B to HNS License Sub, LLC, the Delaware subsidiary. 11 5. In addition to these license assignments, SkyTerra Communications, Inc. (SkyTerra) obtained 50 percent ownership in HNS LLC, the parent company of HNS License Sub, LLC, the Delaware subsidiary, and the indirect parent of HNS License Sub, Limited, the English subsidiary. 12 As a result, HNS Inc. now owns 50 percent of HNS LLC, and SkyTerra owns the remaining 50 percent. 13 We approved this transaction in the Hughes/ Skyterra Assignment Order, and nothing in this Order clarifying the assignors provides any basis for revisiting that decision. 3 HNS, Inc. is also a subsidiary of the DIRECTV Group, Inc., which in turn is a subsidiary of News Corporation. Letter from John Janka, Counsel for Hughes Network Systems Ltd. and HNS License Sub Ltd. (dated Feb. 24, 2005) (February 24 Letter). 4 February 24 Letter at Exh. 1. 5 February 24 Letter at Exh. 1. 6 February 24 Letter at Exh. 1. 7 1892 Application, Exh. E at 1. 8 1893 Application, Exh. B at 1; 1882 Application, Exh. B at 1. 9 1893 Application, Exh. E at 1; 1882 Application, Exh. E at 1. 10 See 1892 Application, Form 312, Question A9 and A15. 11 See 1893 Application, Form 312, Question A9 and A15; 1882 Application, Form 312, Question A9 and A15. 12 Hughes/ Skyterra Assignment Order at para. 2. 13 In the Hughes/ Skyterra Assignment Order, the Bureau mistakenly stated that HNS Ltd. rather than HNS Inc. holds 50 percent ownership of HNS LLC. We correct that error in this Order. 2 FEDERAL COMMUNICATIONS COMMISSION DA 05- 1391 3 IV. ORDERING CLAUSES 6. Accordingly, IT IS ORDERED, pursuant to Sections 25.119 and 0. 261 of the Commission's rules, 47 C. F. R. §§ 25. 119, 0.261, that the Hughes/ Skyterra Assignment Order, IS CLARIFIED as set forth above. FEDERAL COMMUNICATIONS COMMISSION Donald Abelson Chief, International Bureau 3 FEDERAL COMMUNICATIONS COMMISSION DA 05- 1391 4 APPENDIX A Earth Station Licenses and STAs That Were Assigned Pursuant to SES- ASG- 20041223- 01892 in the Hughes/ Skyterra Assignment Order Earth Station Licenses 1. E020208 2. E020205 3. E020195 4. E000362 5. E040382 6. E020207 7. E040436 8. E010187 9. E020206 STAs 1. SES- STA- 20040929- 01472 (E040382) 2. SES- STA- 20041112- 01676 (E040436) 4 FEDERAL COMMUNICATIONS COMMISSION DA 05- 1391 5 APPENDIX B Earth Station Licenses and STAs That Were Assigned Pursuant to SES- ASG- 20041223- 01892 and SES- ASG- 20041223- 01882 in the Hughes/ Skyterra Assignment Order A. SES- ASG- 20041223- 01892 Earth Station Licenses 1. E990170 2. E030008 3. E030007 4. E940460 5. E000166 STAs 1. SES- STA- 20040728- 01126 (E000166) 2. SES- STA- 20040728- 01123 (E940460) 3. SES- STA- 20041001- 01482 (E940460) 4. SES- STA- 20040728- 01125 (E990170) 5. SES- STA- 20041117- 01710 (E000166) 6. SES- STA- 20050223- 00216 (E940460) 7. SES- STA- 20050224- 00224 (E940460) Related Modification Applications 1. SES- MOD- 20040930- 01478 (E000166) 2. SES- MOD- 20040930- 01476 (E940460) 3. SES- MOD- 20050222- 00214 (E940460) B. SES- ASG- 20041223- 01892 STAs 1. SES- STA- 20040803- 01089 2. SES- STA- 20050203- 00134 5