Federal Communications Commission DA 20-1271 DA 20-1271 October 27, 2020 APPLICATION GRANTED FOR ASSIGNMENT AND TRANSFER OF CONTROL BY WORLDVU SATELLITES LIMITED, DEBTOR-IN-POSSESSION IB Docket No. 20-290 IBFS File Nos. SES-ASG-20200818-00891, SAT-MPL-20200818-00099, and SAT-MPL-20200831-00101 By this Public Notice, the International Bureau grants the request of WorldVu Satellites Limited, Debtor-in-Possession (OneWeb DIP) and BidCo Limited 100 (BidCo) (together with OneWeb DIP, the Applicants) for Commission consent to the assignment and transfer of control of licenses and market access grants under a planned reorganization of OneWeb DIP and its emergence from Chapter 11 bankruptcy. See Proposed Change of Ownership of the OneWeb System, IBFS File Nos. SES-ASG-20200818-00891, SAT-MPL-20200818-00099, and SAT-MPL-20200831-00101 (filed Aug. 18 and 31, 2020) (Application); 47 U.S.C. § 310(d); 47 CFR §§ 25.119, 25.137(g). OneWeb DIP is a United Kingdom-based satellite operator. It has been granted U.S. market access for a low-Earth orbit, broadband satellite system and licenses for associated earth stations. Application Exh. A (Aug. 31 Update), Attach. A. The Applicants request that any disposition of the Application include authority for BidCo to acquire control of any authorizations issued to OneWeb DIP while the transaction is pending before the Commission. Id. One earth station license (call sign E181294) was granted during the pendency of the Application and is included in the consent given here. In addition, OneWeb DIP holds experimental licenses that are the subject of separate action. All licenses included in this consent are listed in the Appendix to this Public Notice. On March 27, 2020, OneWeb DIP and certain of its affiliates filed petitions for relief under Chapter 11 of Title 11 of the United States Code. Id. Commission approval was granted for the assignment of licenses to OneWeb DIP in bankruptcy. See, e.g., Satellite Communications Services Information: Actions Taken, Public Notice, Report No. SES-02258 at 1 (rel. Apr. 15, 2020). BidCo emerged as the successful bidder to acquire all of the equity interests in OneWeb DIP’s immediate parent company, OneWeb Communications Limited. Application at 2. Upon completion of the transaction, and in exchange for approximately $1 billion of equity commitments to BidCo, Bharti Global Limited (Bharti) Bharti is an Indian conglomerate with diversified interests in the telecommunications, insurance, real estate, hospitality, and technology sectors. It is an existing indirect investor in OneWeb with a 5.1% voting interest. Bharti Airtel Limited, which shares common Bharti Mittal family shareholders with Bharti, is the third largest mobile operator in the world, with over 425 million customers. Id. at 3. and the United Kingdom’s Secretary of State for Business, Energy and Industrial Strategy, representing Her Majesty’s Government (UK Government) will each directly and individually hold approximately 42.2% of the voting equity of BidCo, and therefore indirectly and collectively hold approximately 85% of the voting equity of OneWeb Communications Limited and its wholly owned subsidiary, the reorganized OneWeb. On July 27, 2020, Hughes Network Systems, LLC, an existing investor in OneWeb with a 2.6 percent voting interest, announced an agreement in principle to invest $50 million in BidCo. The terms of Hughes’ investment have not been finalized. The Applicants state that Hughes’ investment, if consummated, would not have a meaningful impact on Bharti and the UK Government’s beneficial interests and voting percentages. Id. at 2, n.9. Additionally, SoftBank Group Corp. (SoftBank), an existing secured creditor of OneWeb DIP, will hold an approximately 12.3% voting interest in BidCo and, indirectly, the reorganized OneWeb. Id. at 5. SoftBank currently holds 37.41 percent of the equity in OneWeb DIP. Id. at 4. The Application was placed on public notice on September 2, 2020. Applications Filed for Assignment and Transfer of Control by WorldVu Satellites Limited, Debtor-In-Possession, Public Notice, DA 20-1015, 2020 WL 5346841 (IB and OET Sept. 2, 2020). No comments were filed. After review of the Application, the International Bureau concludes that the Applicants are qualified to hold Commission licenses, that the proposed assignments and transfer of control do not raise competitive concerns, and that there are no issues related to national security, law enforcement, foreign policy, or trade policy. Accordingly, the Bureau concludes that the planned change in ownership will not adversely affect any of the considerations made when the OneWeb DIP satellite systems were granted market access. The Bureau further concludes that grant of the Application will serve the public interest, convenience, and necessity by permitting OneWeb DIP to exit Chapter 11 bankruptcy, facilitating access to new, secured financing, and strengthening its ability to compete in the marketplace for satellite connectivity services. The Bureau therefore grants the Application. Action by the Chief, International Bureau. – FCC – Attachment List of all licenses and space station market access grants subject to the consent to transfer Call Sign IBFS File Number Space Station Market Access Grants S2963 SAT-LOI-20160428-00041 S2994 SAT-LOI-20170301-00031 Earth Station Authorizations E180620 SES-LIC-20180604-01082 E181293 SES-LIC-20180727-02075 E181294 SES-LIC-20180727-02076 List of all pending OneWeb applications subject to the consent to transfer Call Sign IBFS File Number Space Station Market Access Request S2963 SAT-MPL-20200526-00062 Earth Station License Applications E190759 SES-LIC-20190930-01237 E190236 SES-LIC-20190422-00538 E190727 SES-LIC-20190930-01217 E191337 SES-LIC-20191203-01624 2