# Before the

# FEDERAL COMMUNICATIONS COMMISSION

# Washington, D.C. 20554

+----------------------------------+---+------------------------------+
| In the Matter of                 | ) | File No.                     |
|                                  |   | SAT-T/C-19990727-00080       |
| NetSat 28 Company, L.L.C.        | ) |                              |
|                                  |   |                              |
| For Authority to Transfer        | ) |                              |
| Control of its Authorization to  |   |                              |
| Launch and Operate a             | ) |                              |
| Geostationary Satellite in the   |   |                              |
| Ka-Band Fixed-Satellite Service  | ) |                              |
| at 95º W.L.                      |   |                              |
|                                  | ) |                              |
|                                  |   |                              |
|                                  | ) |                              |
|                                  |   |                              |
|                                  | ) |                              |
+----------------------------------+---+------------------------------+
|                                  |   |                              |
+----------------------------------+---+------------------------------+

**ORDER AND AUTHORIZATION**

Adopted: July 25, 2001 Released: July 26, 2001

By the Chief, International Bureau:

**I. INTRODUCTION**

1 In this Order, we grant NetSat 28 Company L.L.C. (NetSat 28) authority
to assign its space station license to EMS Technologies, Inc. (EMS).
This grant should provide NetSat 28 with additional financial support
and technical expertise, thereby enabling it to compete better in the
marketplace. We expect this strengthening of competition to lead to
wider service offerings and lower prices for consumers.

**II. BACKGROUND**

**A. Licensing Proceeding**

2 In 1997, the International Bureau (Bureau) authorized NetSat 28 to
construct, launch, and operate a geostationary-orbit satellite at the
95° W.L. orbit location to provide fixed-satellite service in the United
States in the Ka-band.[^1] This authorization was granted as part of the
first "processing round" of Ka-band systems, in which the Bureau
authorized a total of 13 Ka-band systems, including NetSat 28's
system.[^2] Satellite systems in this band have the potential to provide
a wide variety of broadband interactive digital services in the United
States and around the world, including voice, data, video,
videoconferencing, facsimile, computer access, and telemedicine.[^3]

3 NetSat 28's license, like all satellite licenses, required the
licensee to meet explicit system implementation deadlines, or
\"milestones.\" Milestones are necessary to ensure "that licensees are
building their systems in a timely manner and that the orbit-spectrum
resource is not being held by licensees unable or unwilling to proceed
with their plans."[^4] NetSat 28's authorization stated that it would be
null and void unless NetSat 28 commenced construction of its system by
May 1998.[^5] NetSat 28, however, entered into a non-contingent
construction contract after this deadline, on December 17, 1999.
Accordingly, in June 2000, the Bureau concluded that NetSat 28\'s
Ka-band license was null and void, and that the orbital assignment
granted to NetSat 28 was available for reassignment.[^6]

4 On July 27, 1999, NetSat 28 filed a transfer of control application
proposing to sell a controlling interest in its company to EMS.[^7] In
the *NetSat 28 Revocation Order*, the Bureau concluded that NetSat 28\'s
transfer of control application was moot as a result of the revocation
of its license.[^8]

5 Subsequently, on December 15, 2000, NetSat 28 petitioned for waiver of
the construction commencement milestone. The Bureau reinstated NetSat
28\'s license and granted its waiver petition.[^9] We deferred action on
the transfer of control application to this Order.[^10]

**B. Proposed Transfer of Control**

6 NetSat 28 is a limited liability company established in 1995, and is
currently owned by three entities: (i) dbX Second Corporation, an entity
ultimately controlled by David A. Bayer; (ii) Geo Licensing Company,
L.L.C. (GLC), an entity ultimately controlled by Thomas W. Glynn; and
(iii) Hellman & Friedman Capital Partners III, L.P. (HFCP III), an
investment fund.[^11] Another company controlled by Mr. Glynn, Glynn
Scientific, Inc. (GSI) has done the initial satellite design and
subsequent technical design work for NetSat 28.[^12]

7 EMS is a publicly traded company that manufactures custom-designed,
highly engineered hardware for use in space and satellite
communications, radar, surveillance, and military countermeasures.[^13]
In January 1999, EMS acquired the satellite products business of Spar
Aerospace Limited. That business included design and manufacture of
complete satellite payload systems as well as several other product
lines for satellites.[^14]

8 NetSat 28 proposes a two-step transaction, with both steps occurring
at the same time. First, the ownership interests in NetSat 28 held by
all three current members would be transferred to Nation Net L.L.C.
(Nation Net), making NetSat 28 a wholly-owned subsidiary of Nation
Net.[^15] Nation Net is owned by GLC.[^16] Mr. Glynn owns 60 percent of
GLC. Mr. Glynn also owns an indirect interest in Nation Net through his
31 percent interest in GSI, which owns 13 percent of GLC.[^17] Neither
Mr. Bayer nor HFCP III would have an ownership interest in Nation
Net.[^18] Second, 50.1 percent of Nation Net\'s interest in NetSat 28
would be transferred to EMS, potentially increasing up to 95.1 percent,
while Nation Net would own the remainder.[^19] Finally, NetSat 28 states
that, as part of this transaction, Mr. Glynn would provide NetSat 28
with an irrevocable, royalty-free license to use his patents for an
innovative satellite switching design.[^20]

9 We placed NetSat 28\'s transfer of control application on public
notice on August 25, 1999.[^21] Four parties filed petitions to deny
this application.[^22] NetSat 28 filed an opposition to those petitions
on October 7, 1999, and four parties filed replies.[^23] NetSat 28 also
filed an amendment to its application on October 7, 1999.[^24]

10 On May 30, 2001, we requested NetSat 28 to provide more detailed
information on its transfer.[^25] NetSat 28 replied on June 7, 2001, and
requested confidential treatment of its response.[^26] After Pegasus
filed a Freedom of Information Act (FOIA) request for the *June 7
Letter* on June 29, 2001, we denied NetSat 28\'s request for
confidentiality.[^27] NetSat 28 filed an application for review of that
decision on July 13, 2001. In its application for review, NetSat 28
agreed to disclose the information in the *NetSat 28 June 7 Letter*,
except for the specific dollar amounts of parties\' investment in NetSat
28, and the specific dollar amounts of valuations of patents involved in
the proposed transfer of control.[^28] NetSat 28 has also provided a
fuller explanation of why it believes the redacted information should be
kept confidential.[^29] Pegasus filed an opposition to NetSat 28\'s
application for review, and that application is still pending. Because
NetSat 28 has publicly disclosed sufficient information on the record to
support our decision on its transfer of control application, we will act
on it now. For reasons discussed below, we grant NetSat 28\'s transfer
of control application.

**III. DISCUSSION**

**A. Status of License**

11 Several parties argue that NetSat 28\'s license became null and void
when NetSat 28 failed to meet its construction commencement milestone,
and so no longer has any license to transfer.[^30] PCG and Celsat also
question whether NetSat 28\'s construction contract is sufficient to
satisfy NetSat 28\'s construction commencement milestone.[^31] Because
the *NetSat 28 Waiver Order* waived NetSat 28\'s construction
commencement milestone,[^32] and reinstated NetSat 28\'s license, [^33]
arguments about its license status and construction contract are now
moot.

**B. Trafficking**

**1. Background**

12 In the *Ka-band Service Rules Order*, the Commission adopted an
anti-trafficking rule prohibiting Ka-band licensees from selling a bare
license for profit.[^34] The Commission explained that the
anti-trafficking rule is intended to discourage speculators and prevent
unjust enrichment of those who do not implement their proposed
systems.[^35] The anti-trafficking rule appears as Section
25.145(d).[^36] Section 25.145(d) states that the Commission may require
parties seeking authority to transfer a license to submit an
affirmative, factual demonstration that no trafficking has occurred,
including (i) complete details as to the sale of facilities or merger of
interests, (ii) an itemized accounting of the consideration involved in
the sale or merger, and (iii) a demonstration that the amounts assigned
to the facilities represents their fair market value.[^37]

13 According to Hughes, it appears that two of the three owners of
NetSat 28 are \"cashing out,\" because they will no longer have any
interest in the license.[^38] Pegasus argues that NetSat 28 should not
be allowed to sell its assets to EMS for an amount exceeding its
aggregate investment in the preparation and prosecution of its
application and other efforts necessary to initiate operations.[^39]

14 Hughes maintains further that NetSat 28\'s application does not show
that it has any assets other than its Ka-band license.[^40]
Specifically, Hughes questions whether NetSat 28 has done sufficient
work on its satellite system to consider it an asset to be transferred
along with the license.[^41] Hughes requests that NetSat 28 provide more
information about the proposed transfer, including a list of significant
assets held by NetSat 28, and a list of assets to be transferred to
EMS.[^42] NetSat 28 maintains that its assets include Mr. Glynn\'s
switching patents, and \"contracts and relationships with outside
vendors and strategic parties,\" in addition to its Ka-band
license.[^43] NetSat 28 notes that the Commission has approved several
other transfers of control to allow an infusion of capital.[^44] While
Hughes agrees that infusions of capital are not prohibited by the
anti-trafficking rule, it states that NetSat 28 does not provide enough
information regarding the transaction to determine whether it is a
permissible infusion of capital.[^45] Hughes responds that NetSat 28\'s
descriptions of its assets are vague, and that NetSat 28 does not
discuss how those assets are valued in the transaction.[^46] Hughes
claims that this transaction is more analogous to the one in the
*AT&T/Ford Order*, where the Commission denied the transfer of control
application.[^47]

**2. Discussion**

15 We find that this transaction is not prohibited by our
anti-trafficking rules because NetSat 28 is not entering into this
transaction for profit. Only two of the three investors in NetSat 28,
dbX Second Corporation and HFCP III, are divesting their interests in
the company.[^48] These investors will receive an amount equal to their
total investments, plus eight percent interest.[^49] Therefore, we
conclude that dbX Second Corporation and HFCP III are not profiting from
this transaction. Thus, we disagree with Hughes that these two investors
in NetSat 28 are profiting from the transaction. With respect to the
third investor, Mr. Glynn, we find that he is not selling his interest
in NetSat 28\'s license at all, let alone selling his interest for
profit, because he will retain his interest in NetSat 28 through his
indirect ownership of Nation Net.[^50]

16 Furthermore, because we determine that NetSat 28\'s investors are not
selling their interests in the NetSat 28 Ka-band license for profit, we
do not need to reach the issue Hughes raised regarding the valuation of
the other assets in this transaction.[^51] If we were to reach this
issue, however, we would conclude that Hughes is mistaken in asserting
that the assets in this transaction other than the license have no
value, and that that NetSat 28 is seeking to transfer a bare license.
First, contrary to Hughes\' claim, NetSat 28 has done sufficient work on
its satellite system to consider it an asset. NetSat 28 has entered into
an agreement to build a satellite on September 30, 1999.[^52] NetSat 28
states that work has commenced on the payload design and the first stage
of the actual payload construction.[^53] In addition, NetSat 28 is
transferring an irrevocable royalty-free license to use Mr. Glynn\'s
switching patents to EMS.[^54] We disagree with Hughes that NetSat 28
has not adequately discussed the valuation of this asset. In its *June 7
Letter*, NetSat 28 describes Mr. Glynn\'s patents in detail, and
describes the valuation placed on those patents in the transaction.[^55]
Thus, if it were necessary to reach this issue, we would conclude that
NetSat 28 is not transferring a bare license to EMS.[^56]

17 We also disagree with Hughes that NetSat 28\'s transfer of control
application is analogous to the application denied in the *AT&T/Ford
Order*. In that Order, AT&T proposed to purchase space station licenses
from Ford Aerospace Satellite Services Corporation (FASSC), and then
substitute different satellite designs and begin the satellite
procurement, design and construction process anew.[^57] The Commission
denied AT&T\'s and FASSC\'s transfer of control application because it
would be equivalent to granting AT&T a new license outside of the
processing round pending at that time.[^58] NetSat 28\'s case is
different from the *AT&T/Ford Order* because NetSat 28 has started
construction of its satellite,[^59] and EMS is committed to completing
the construction of and launching the satellite as NetSat 28 designed
it.[^60] Furthermore, NetSat 28 states that Mr. Glynn will continue to
be involved with the satellite\'s construction, and that EMS is going
forward with NetSat 28\'s original design.[^61] Thus, EMS has not
purchased NetSat 28 merely to obtain a license outside the second
Ka-band processing round.

18 We find that the NetSat 28 application before us now is more
analogous to the one we approved in the *KaStar Transfer Order*. In that
Order, we allowed new capital investment because it was clear that the
licensee had not obtained its license for speculation, and retained a
commitment to launch its satellite system.[^62] We find that, like
KaStar, NetSat 28 is committed to completing and launching its satellite
system,[^63] and that its proposed transfer of control serves a
legitimate business purpose of securing financing.

**C. Transfer of Control**

19 Under Section 310(d) of the Communications Act, we must find that the
proposed assignment serves the public interest, convenience, and
necessity before we can approve the transfer of authorizations or
licenses.[^64] To make this finding, we must weigh any potential public
interest harms against any potential public interest benefits,
considering competitive effects and other public interest factors such
as rapid delivery of service to the public.[^65] As the Commission
explained in the *TCI/AT&T Order*:

> \[O\]ur public interest analysis is not, however, limited by
> traditional antitrust principles . . . . It also encompasses the broad
> aims of the Communications Act . . . . To apply our public interest
> test, then, we must determine whether the merger violates our rules,
> or would otherwise frustrate our implementation or enforcement of the
> Communications Act and federal policy. That policy is, of course,
> shaped by Congress and deeply rooted in a preference for competitive
> processes and outcomes.[^66]

20 EMS is in the business of constructing sophisticated subsystems,
including antennas, beam-forming networks, and power supplies for
high-performance, non-commercial spacecraft. In January 1999, EMS
acquired the Montreal facilities of Spar Aerospace Limited, which
provided EMS with payload-level design and production capabilities, and
experience with bandwidth-on-demand ground terminals.[^67] Thus, EMS
does not have a substantial interest in any licensee providing
commercial fixed satellite service in the U.S. market.[^68] Accordingly,
we find that the proposed transaction will not increase concentration or
reduce the current level of competition in the U.S. commercial fixed
satellite service market, or any other U.S. product market. Accordingly,
this transaction does not warrant further competitive analysis.[^69]

**IV. ORDERING CLAUSES**

21 Accordingly, IT IS ORDERED that File No. SAT-T/C-19990727-00080,
Application For Authority to Transfer Control of its Authorization to
Launch and Operate a Geostationary Satellite in the Ka-Band
Fixed-Satellite Service at 95º W.L., filed by NetSat 28 Company, L.L.C.
IS GRANTED.

22 This Order is issued pursuant to Section 0.261 of the Commission's
rules on delegated authority, 47 C.F.R. § 0.261, and is effective upon
release. Petitions for reconsideration under Section 1.106 or
applications for review under Section 1.115 of the Commission's rules,
47 C.F.R. §§ 1.106, 1.115, may be filed within 30 days of the date of
the release of this Order. (*See* 47 C.F.R. § 1.4(b)(2).)

FEDERAL COMMUNICATIONS COMMISSION

Donald Abelson

Chief, International Bureau

[^1]: NetSat 28 Company, L.L.C., *Order and Authorzation*, 13 FCC Rcd
    1392 (Int'l Bur. 1997) (*NetSat 28 Authorization Order*). For
    purposes of this Order, the Ka-band is the 19.7--20.2 GHz,
    28.35--28.6 GHz, and 29.25--30.0 GHz frequency bands.

[^2]: Assignment of Orbital Locations to Space Stations in the Ka-band,
    *Order*, 13 FCC Rcd 13737 (1996).

[^3]: See Rulemaking to Amend Parts 1, 2, 21, and 25 of the Commission's
    Rules to Redesignate the 27.5-29.5 GHz Frequency Band, to Reallocate
    the 29.5-30.0 GHz Frequency Band, to Establish Rules and Policies
    for Local Multipoint Distribution Service and for Fixed Satellite
    Services, *Third Report and Order*, CC Docket No. 92-297, 12 FCC Rcd
    22310, 22311 (para. 1) (1997) (*Ka-Band Service Rules Order*).

[^4]: *NetSat 28 Authorization Order*, 13 FCC Rcd at 1401 (para. 26);
    Columbia Communications Corporation, *Memorandum Opinion and Order*,
    15 FCC Rcd 15566, 15571 (para. 11) (Int\'l Bur. 2000).

[^5]: *NetSat 28 Authorization Order*, 13 FCC Rcd at 1403 (para. 31).

[^6]: NetSat 28 Company, L.L.C., *Memorantum Opinion and Order*, 15 FCC
    Rcd 11321, 11324 (paras. 10-12) (Int'l Bur. 2000) (*NetSat 28
    Revocation Order*).

[^7]: NetSat 28 Transfer of Control Application, File No.
    SAT-T/C-19990727-00080 (NetSat 28 Application).

[^8]: *NetSat 28 Revocation Order*, 15 FCC Rcd at 11323 (para. 9).

[^9]: NetSat 28 Company, L.L.C., *Memorandum Opinion and Order*, DA
    01-1284 (released May 25, 2001), at paras. 7-11 (*NetSat 28 Waiver
    Order*) (*petition for recon. pending*). In addition to waiving
    NetSat 28\'s construction commencement milestone, the Bureau
    extended NetSat 28\'s construction completion milestone to August
    2003, and its launch milestone to September 2003. *NetSat 28 Waiver
    Order* at 19-22.

[^10]: *NetSat 28 Waiver Order* at para. 24.

[^11]: NetSat 28 Application, Exh. A at 1; NetSat 28 October 7
    Amendment, Exh. A at 1.

[^12]: NetSat 28 Application, Exh. A at 1; NetSat 28 October 7
    Amendment, Exh. A at 1.

[^13]: NetSat 28 Application, Exh. A at 2.

[^14]: NetSat 28 Application, Exh. A at 2.

[^15]: NetSat 28 October 7 Amendment, Exh. A at 1.

[^16]: NetSat 28 October 7 Amendment, Exh. A at 1.

[^17]: NetSat 28 Application, Exh. A at 1-2; NetSat 28 October 7
    Amendment, Exh. A at 1-2.

[^18]: NetSat 28 Application, Exh. A at 2; NetSat 28 October 7
    Amendment, Exh. A at 2.

[^19]: NetSat 28 October 7 Amendment, Exh. A at 3.

[^20]: NetSat 28 Opposition at 3.

[^21]: Satellite Policy Branch Information, Public Notice, SAT-00024
    (released Aug. 25, 1999).

[^22]: These parties are Celsat America, Inc. (Celsat), Hughes
    Communications, Inc. (Hughes), Pacific Century Group, Inc. (PCG),
    and Pegasus Development Corporation (Pegasus). These pleadings were
    filed on September 28, 1999, and we refer to them as \"Petitions.\"

[^23]: These parties are Celsat, Hughes, KaSTAR Satellite Communications
    Corp. (KaStar), and PCG. These pleadings were filed on October 15,
    1999, and we refer to them as \"Replies.\"

[^24]: We invited comment on NetSat 28\'s amendment on December 23,
    2000. Satellite Policy Branch Information, Public Notice, SAT-00030
    (released Dec. 23, 1999). Three parties filed pleadings on January
    3, 2001: Celsat, Hughes, and PCG. We refer to these pleadings as
    \"Further Comments.\" In its Further Comments, Hughes repeated by
    reference its September 24, 1999 Petition. NetSat 28 filed a Further
    Reply on January 10, 2001.

[^25]: Letter from Thomas S. Tycz, Chief, Satellite and
    Radiocommunication Division, International Bureau, FCC, to Robert A.
    Mazer, Counsel for NetSat 28 (dated May 30, 2001) (*May 30 Letter*).

[^26]: Letter from Robert A. Mazer, Counsel for NetSat 28, to Magalie R.
    Salas, Secretary, FCC (dated June 7, 2001) (*June 7 Letter*),
    *citing* 47 C.F.R. §§ 0.457, 0.459.

[^27]: Letter from Thomas S. Tycz, Chief, Satellite and
    Radiocommunication Division, International Bureau, FCC, to Robert A.
    Mazer, Counsel for NetSat 28 (dated July 12, 2001) (*July 12
    Letter*).

[^28]: NetSat 28 Confidentiality Application for Review, App. A
    (redacted version of *June 7 Letter*).

[^29]: NetSat 28 Application for Review at 2-4.

[^30]: Celsat Petition at 4-6; Pegasus Petition at 3; Celsat Reply at
    2-8, 10-11; PCG Reply at 2-10; PCG Further Comments at 3; Celsat
    Further Comments at 2-3.

[^31]: PCG Petition at 1-6; Celsat Petition at 2-4. *See also* Pegasus
    Petition at 3-4 (NetSat 28\'s orbital location should be made
    available for reassignment in the second Ka-band processing round).

[^32]: *NetSat 28 Waiver Order* at paras. 7-11.

[^33]: *NetSat 28 Waiver Order* at para. 13.

[^34]: *Ka-band Service Rules Order*, 12 FCC Rcd at 22339-40 (para. 74).

[^35]: *Ka-band Service Rules Order*, 12 FCC Rcd at 22339 (para. 74).

[^36]: 47 C.F.R. § 25.145(d).

[^37]: 47 C.F.R. § 25.145(d)(2), (3)(i), (3)(ii), (3)(iii).

[^38]: Hughes Petition at 5.

[^39]: Pegasus Petition at 5, *citing* Pan American Satellite
    Corporation and Cygnus Satellite Corporation, *Memorandum Opinion
    and Order*, 2 FCC Rcd 441, 442 (para. 10) (Com. Car. Bur. 1987);
    Marr Broadcasting Company, Inc., *Memorandum Opinion and Order*, 2
    FCC Rcd 3466, 3466-67 (para. 4) (1987).

[^40]: Hughes Petition at 1-5. *See also* Pegasus Petition at 3-4.

[^41]: Hughes Petition at 5-6.

[^42]: Hughes Petition at 6-7. *See also* Pegasus Petition at 6-7.

[^43]: NetSat 28 Opposition at 20.

[^44]: NetSat 28 Opposition at 21-22, *citing* LMGT Astro Licensee LLC,
    *Order and Authorization*, 15 FCC Rcd 21777 (Sat. and Rad. Div.,
    Int\'l Bur. 1999) (*LMGT Astro Order*); Constellation
    Communications, Inc., *Order*, 10 FCC Rcd 2258 (Int\'l Bur. 1995),
    *aff\'d.* 11 FCC Rcd 18502 (1996); STARSYS Global Position, Inc*.*,
    *Declaratory Order*, 8 FCC Rcd 1662 (Com. Car. Bur. 1993); Request
    for Declaratory Ruling Filed by Satellite CD Radio, *Declaratory
    Order*, 9 FCC Rcd 2569 (Com. Car. Bur. 1994).

[^45]: Hughes Reply at 3-5.

[^46]: Hughes Reply at 5-6.

[^47]: Hughes Reply at 6-7, *citing* American Telephone and Telegraph
    Company and Ford Aerospace Satellite Services Corporation,
    *Memorandum Opinion and Order*, 2 FCC Rcd 4431 (1987) (*AT&T/Ford
    Order*). Hughes correctly observes that the Commission also denied a
    milestone extension request in the *AT&T/Ford Order*. Hughes Reply
    at 6-7. We emphasize that, in this case, we waived NetSat 28\'s
    construction commencement milestone because NetSat 28 showed that it
    faced special circumstances resulting from the Commission\'s
    improper inclusion of NetSat 28 corporate officers in the
    *MobileMedia* investigation. *NetSat 28 Waiver Order* at paras. 7-9.
    We did base our waiver NetSat 28\'s construction commencement
    milestone on NetSat 28\'s proposed merger with EMS or any other
    business decision within NetSat 28\'s control.

[^48]: *June 7 Letter*, App. A at 1.

[^49]: *June 7 Letter*, App. A at 1. NetSat 28 continues to seek
    confidential treatment of the dollar amount of the investments of
    dbX Second Corporation and HFCP III. However, the *June 7 Letter*
    and NetSat 28\'s confidentiality application for review make clear
    that these two investors are receiving exactly the amoutn they
    invested, plus eight percent interest. *June 7 Letter*, App. A at 1;
    NetSat 28 Confidentiality Application for Review at 4.

[^50]: As we noted in Section II.B. above, Nation Net is owned by GLC.
    Mr. Glynn owns 60 percent of GLC. Mr. Glynn also owns an indirect
    interest in Nation Net through his 31 percent interest in GSI, which
    owns 13 percent of GLC. NetSat 28 Application, Exh. A at 1-2; NetSat
    28 October 7 Amendment, Exh. A at 1-2. NetSat 28 does not state who
    owns the remainder of GLC.

[^51]: Hughes Petition at 1-6.

[^52]: NetSat 28 Opposition at 4.

[^53]: NetSat 28 Opposition at 7-8.

[^54]: NetSat 28 Opposition at 2-3.

[^55]: *June 7 Letter*, App. A at 2.

[^56]: We would not place any weight, however, on NetSat 28\'s assertion
    that its transaction with EMS includes \"contracts and relationships
    with outside vendors and strategic parties.\" NetSat 28 Opposition
    at 20. We agree with Hughes that, without some explanation, we
    cannot determine whether these \"relationships\" represent something
    of tangible value.

[^57]: *AT&T/Ford Order*, 2 FCC Rcd at 4432-33 (para. 15).

[^58]: *AT&T/Ford Order*, 2 FCC Rcd at 4433 (para. 16).

[^59]: *See also NetSat 28 Waiver Order* at para. 17.

[^60]: NetSat 28 Opposition at 4-8.

[^61]: NetSat 28 Application, Exh. A at 2; NetSat 28 October 7
    Amendment, Exh. A at 2; NetSat 28 Opposition at 6-7.

[^62]: KaStar 73 Acquistion, LLC, and KaStar 109.2 Acquistion, LLC,
    Applications for Consent to Transfer of Control, *Memorandum Opinion
    and Opinion and Order*, 15 FCC Rcd 1615, 1619 (para. 12) (Int\'l
    Bur. 1999) (*KaStar Transfer Order*).

[^63]: *NetSat 28 Waiver Order* at para. 19.

[^64]: ^?^ 47 U.S.C. § 310(d).

[^65]: ^?^ Applications for Consent to the Transfer of Licenses and
    Section 214 Authorizations from Southern New England
    Telecommunications Corp., Transferor, to SBC Communications, Inc.,
    Transferee, *Memorandum Opinion and Order*, CC Docket No. 98-25, 13
    FCC Rcd 21292, 21298 (para. 13) (1998) (*SNET/SBC Order*);
    Application of WorldCom, Inc. and MCI Communications Corporation for
    Transfer of Control of MCI Communications Corporation to WorldCom,
    Inc., *Memorandum Opinion and Order*, CC Docket No. 97-211, 13 FCC
    Rcd 18025, 18030-31 (paras. 8-9) (1998) (*MCI/WorldCom Order*).

[^66]: ^?^ Applications for Consent to the Transfer of Licenses and
    Section 214 Authorizations from Tele-Communications, Inc.,
    Transferor, to AT&T Corp., Transferee, *Memorandum Opinion and
    Order*, CS Docket No. 98-178, 14 FCC Rcd 3160, 3169 (para. 14)
    (1999) (*TCI/AT&T Order*). *See also* Application of MCI
    Telecommunications Corporation, Assignor, and Echostar 110
    Corporation, Assignee, *Order and Authorization*, FCC 99-109
    (released May 19, 1999) (*MCI/Echostar Order*) at para. 7.

[^67]: NetSat 28 Opposition at 6, NetSat 28 October 7 Amendment, Exhibit
    A at 2.

[^68]: NetSat 28 does not seek authority to transfer a common carrier
    license, and so Section 310(b) of the Communications Act, 47 U.S.C.
    § 310(b), does not apply, and we do not need to determine whether
    EMS is organized under the laws a foreign country.

[^69]: *LMGT Astro Order*, 15 FCC Rcd at 21779 (para. 8).