******************************************************** NOTICE ******************************************************** This document was converted from WordPerfect to ASCII Text format. Content from the original version of the document such as headers, footers, footnotes, endnotes, graphics, and page numbers will not show up in this text version. All text attributes such as bold, italic, underlining, etc. from the original document will not show up in this text version. Features of the original document layout such as columns, tables, line and letter spacing, pagination, and margins will not be preserved in the text version. If you need the complete document, download the WordPerfect version or Adobe Acrobat version, if available. ***************************************************************** Before the Federal Communications Commission Washington, D.C. In re Application of ) ) ) LMGT ASTRO LICENSEE, LLC ) File No.SAT-ASG-19990527-00059 Assignor ) and ) ASTROLINK INTERNATIONAL, LCC ) Assignee ) ) For Authority to Assign Authorization to ) Launch and Operate a System of ) Ka-Band Fixed Satellites ) Order and Authorization Adopted: September 30, 1999 Released: October 1, 1999 By the Deputy Chief, Satellite and Radiocommunication Division, International Bureau: Introduction 1. By this Order, we grant LMGT Astro License, LLC ("LMGT Astro") authority to assign its authorization to launch and operate the Ka-band AstrolinkTM System ("Astrolink system") to Astrolink International LLC ("AIL"). The application is unopposed. This will facilitate the deployment of an advanced Ka-band satellite network, providing consumers with new broadband satellite services worldwide. Background 2. LMGT Astro is an indirect wholly owned subsidiary of Lockheed Martin Corporation ("Lockheed"). On May 9, 1997, Lockheed was granted authority to launch and operate the Astrolink system. The Astrolink system is a global satellite network consisting of nine geostationary-satellite orbit ("GSO") satellites in five orbital locations designed to provide fixed-satellite services ("FSS") in the Ka-band. Lockheed subsequently sought and obtained authority to effect the pro forma assignment of the Astrolink system authorization to LMGT Astro. LMGT Astro now seeks authority to assign the Astrolink system authorization to AIL. 3. AIL is a Delaware limited liability company with principal offices located in Bethesda, Maryland. It will be owned by three members, namely LMGT, TRW Inc. ("TRW") and Telespazio Luxembourg Holdings, S.A. ("Telespazio"), a company organized under the laws of Luxembourg. LMGT will hold a 45.652 percent equity interest in AIL. The remaining 54.348 percent of equity interest will be equally divided between TRW and Telespazio, each holding 27.174 percent. 4. The applicants indicate that TRW and Telespazio have joined LMGT in the formation of AIL in order to finance and implement the Astrolink system. Each of the three members will make a capital contribution to AIL in return for an equity interest in AIL. Under this arrangement, LMGT will provide $400 million in cash and $20 million in other assets, and TRW and Telespazio will each make $250 million cash contributions. In addition, each will play a significant role in the construction and deployment of the Astrolink system. LMGT will provide the system's space segment and satellite control facilities, TRW will furnish the system's spacecraft payloads, and Telespazio will supply the system's ground segment facilities. 5. The applicants state that grant of the application will serve the public interest for three reasons. First, the financial commitments of AIL's three principals will provide a major infusion of capital to finance the construction, launch and operation of the Astrolink system. Second, the formation of AIL creates a strategic alliance of advanced-technology companies with extensive experience and expertise in the deployment of satellite space and ground segment systems. This will enable the Astrolink system to offer broadband satellite service using the most advanced technologies available. Third, participation of Telespazio, which is part of a major Italian telecommunications enterprise that is an experienced participant in the European telecommunications marketplace, will provide the Astrolink system with a strong market presence in Europe. Discussion 6. Section 310(d) of the Communications Act of 1934 ("the Act") requires that the Commission authorize the assignments or transfers of control of radio license only upon finding that the public interest, convenience, and necessity will be served. Three matters relevant to this requirement warrant discussion. 7. First, the authorization AIL seeks to assign is for provision of service on a non- common carrier basis. Therefore, although Telespazio and its owners are organized under the laws of foreign countries, the limits on foreign ownership of licensees contained in Section 310(b) of the Act are not applicable. 8. Second, neither TRW nor Telespazio has any substantial interest in any licensee providing commercial fixed satellite services in the U.S. market. Thus, the proposed transaction would not increase concentration or reduce the current level of competition in relevant U.S. product markets and does not warrant further competitive analysis. 9. Third, the Commission has held that vertical integration of companies having satellite manufacturing expertise with companies with experience in the provision of satellite services could lead to efficiencies and increased competition. Accordingly, we believe the equity funding that the proposed assignment should facilitate the deployment of an advanced Ka-band satellite network, and that the combined technical and marketing expertise of AIL's principals should hasten the delivery of new broadband satellite services for the benefit of domestic and international businesses and consumers. Ordering Clauses 10. Accordingly, pursuant to authority delegated by Section 0.261 of the Commission's rules, 47 C.F.R.  0.261, IT IS ORDERED that assignment application, File No. SAT-ASG-19990527-00059, filed by LMGT Astro License, LLC and Astrolink International LLC IS GRANTED. 11. IT IS FURTHER ORDERED that the assignment shall be consummated within 60 days from the release of this Order and that the Commission shall be notified by letter within 30 days of the consummation. 12. IT IS FURTHER ORDERED that this Order is effective upon release. FEDERAL COMMUNICATIONS COMMISSION Cassandra C. Thomas Deputy Chief, Satellite and Radiocommunication Division International Bureau