PUBLIC NOTICE![](media/image1.png){width="0.6541666666666667in"
height="0.6604166666666667in"}

FEDERAL COMMUNICATIONS COMMISSION

445 TWELFTH STREET, S.W.

WASHINGTON, D.C. 20554 **DA 06-1254**

News media information 202/418-0500 Fax-On-Demand 202/418-2830 Internet:
http://www.fcc.gov ftp.fcc.gov

**Released: June 16, 2006**

> **APPLICATIONS FILED FOR CONSENT TO TRANSFER CONTROL**
>
> **OF MOBILE SATELLITE VENTURES SUBSIDIARY LLC FROM MOTIENT CORPORATION
> AND SUBSIDIARIES TO SKYTERRA COMMUNICATIONS, INC.**

**WC Docket No. 06-106**

**PLEADING CYCLE ESTABLISHED**

**Petitions to Deny Due: July 17, 2006**

**Oppositions Due: July 27, 2006**

**Replies Due: August 1, 2006**

Introduction

SkyTerra Communications, Inc. ("SkyTerra") and Motient Corporation and
subsidiaries ("Motient") (collectively, "the Applicants") have filed a
series of applications pursuant to sections 214 and 310(d) of the
Communications Act of 1934, as amended.[^1] The Applicants seek
Commission approval of the transfer of control to SkyTerra of licenses
and authorizations held by Mobile Satellite Ventures Subsidiary LLC
("MSV Sub"), a direct wholly-owned subsidiary of Mobile Satellite
Ventures LP ("MSV LP").[^2] MSV LP and its general partner, Mobile
Satellite Ventures GP Inc. ("MSV GP") are owned and controlled by five
entities that are limited partners of MSV LP.[^3] SkyTerra, a
publicly-traded U.S. corporation holds an 18.2% indirect interest in MSV
LP through its 80% owned subsidiary MSV Investors, LLC. The licenses and
authorizations for which the Applicants seek consent to transfer control
in this docketed proceeding consist of international and domestic
section 214 authorizations, satellite space station licenses, satellite
earth station licenses, and an experimental license, all held by MSV
Sub.[^4]

MSV Sub is a Delaware limited-liability company with headquarters in
Reston, Virginia. The Applicants state that MSV Sub offers a full range
of maritime, land, and aeronautical satellite services, including voice
and data, using both its own U.S.-licensed satellite and the
Canadian-licensed L band satellite (MSAT-1) licensed to Mobile Satellite
Ventures (Canada) Inc. SkyTerra is a U.S. publicly traded company with
indirect interests in MSV LP and TerreStar Networks, Inc. Motient, a
publicly traded company, is a nationwide provider of wireless data
solutions for Fortune 500 companies and the small to medium size
business enterprise market.

Pursuant to an Exchange Agreement ("Agreement") between SkyTerra and
Motient, SkyTerra will obtain the vast majority of Motient's interests
in MSV LP and all of Motient's interest in MSV GP. In exchange, Motient
will receive non-voting common stock of SkyTerra which, in turn, will be
converted to voting stock upon distribution by Motient to Motient's
common stockholders.

Through similar and separate Exchange Agreements between SkyTerra and
Columbia Capital, Spectrum Equity and MSV Investors, LLC (collectively
with Motient, "the Initial Exchange"), SkyTerra will ultimately obtain
78.2% of the voting interest in MSV GP and 58.8% of the equity interest
in MSV LP, resulting in a controlling interest and majority equity
interest in the MSV Licensees. TMI Communications and Company, Limited
Partnership (TMI) will retain its 21.8% equity interest in MSV LP and
21.8% voting interest in MSV GP. Following the transaction no single
shareholder will have a 50% or greater equity or voting interest in
SkyTerra.[^5]

Applicants state that the proposed transfer of control is in the public
interest because it will provide for the development of an integrated
satellite and terrestrial communications network that will provide
ubiquitous, transparent, and seamless broadband service throughout North
America to conventional handsets.

Applicants are also requesting the Commission to approve the transaction
without a declaratory ruling regarding the foreign ownership interest of
MSV Sub attributable to TMI because, according to Applicants, TMI is not
increasing the already approved 40% equity and/or voting interest level
set in a previous Commission Order and the foreign ownership of MSV Sub
attributable to non-TMI interest holders will not exceed 25%.[^6]

**SECTION 214 AUTHORIZATIONS**

The following applications for consent to the transfer of control of
international Section 214 authorizations to SkyTerra have been assigned
the file numbers listed below.

**A. International**

**[File No.]{.underline} [Authorization Holder]{.underline}
[Authorization Number]{.underline}**

ITC-T/C-20060518-00283 Mobile Satellite Ventures ITC-214-19950314-00022

> Subsidiary LLC ITC-214-19951215-00023

**B. Domestic**

Applicants filed an application for consent to transfer control of
domestic section 214 authority to SkyTerra. Applicants assert that this
transaction is entitled to presumptive streamlined treatment under
section 63.02(b)(2)(i) of the Commission\'s rules because:  (1)
Applicants and their affiliates combined will hold less than a 10%
market share of the interstate, interexchange market; (2) Applicants and
their affiliates will provide local exchange service, if at all, only in
areas served by dominant local exchange carriers (none of which is a
party to the proposed transaction); and (3) neither of the Applicants
nor their affiliates is dominant with respect to any service.[^7] In
light of the multiple applications pending before the Commission in this
transaction and the public interest review associated with them,
however, we conclude that Applicants\' domestic transfer of control
application is not subject to streamlined treatment.

**SECTION 310(D) APPLICATIONS**

**Part 25-Satellite Earth Station Authorization Applications**

The following applications for consent to the transfer of control of
satellite earth stations authorizations to SkyTerra have been assigned
the file numbers listed below.

**[File No.]{.underline} [Licensee]{.underline} [Call
Sign]{.underline}**

SES-T/C-20060517-000828 Mobile Satellite Ventures E930124

Subsidiary LLC E940374

SES-T/C-20060517-000829 E930367

E980179

E990133

**Part 25-Satellite Space Station Authorization Applications**

The following applications for consent to the transfer of control of
satellite space stations authorizations to SkyTerra have been assigned
the file numbers listed below.

**[File No.]{.underline} [Licensee]{.underline} [Call
Sign]{.underline}**

SAT-T/C-20060517-00062 Mobile Satellite Ventures AMSC-1 Subsidiary LLC
S2358

**Part 5-Experimental Radio Service (other than broadcast) Authorization
Applications**

The following application for consent to the transfer of control of
experimental radio service (other than broadcast) authorization to
SkyTerra has been assigned the file number listed below.

**[File No.]{.underline} [Licensee]{.underline} [Call
Sign]{.underline}**

0020-EX-TC-2006 Mobile Satellite Ventures WD2XNL

Subsidiary LLC

EX PARTE STATUS OF THIS PROCEEDING

Pursuant to section 1.1200(a) of the Commission's rules,[^8] the
Commission may adopt modified or more stringent ex parte procedures in
particular proceedings if the public interest so requires. We announce
that this proceeding will be governed by permit-but-disclose ex parte
procedures that are applicable to non-restricted proceedings under
section 1.1206 of the Commission's rules.[^9]

We direct parties making oral ex parte presentations to the Commission's
statement re-emphasizing the public's responsibility in
permit-but-disclose proceedings and are reminded that memoranda
summarizing the presentation must contain the presentation's substance
and not merely list the subjects discussed.[^10] More than a one- or
two-sentence description of the views and arguments presented is
generally required.[^11] Other rules pertaining to oral and written
presentations are set forth in section 1.1206(b) as well.[^12] We urge
parties to use the Electronic Comment Filing System ("ECFS") to file ex
parte submissions.[^13]

GENERAL INFORMATION

The applications referenced herein have been found, upon initial review,
to be acceptable for filing. The Commission reserves the right to return
any application if, upon further examination, it is determined to be
defective and not in conformance with the Commission's rules or
policies. Final action on these applications will not be taken earlier
than thirty-one days following the date of this Public Notice.[^14]

Interested parties must file comments or petitions to deny no later than
**July 17, 2006**. Persons and entities that file comments or petitions
to deny become parties to the proceeding. They may participate fully in
the proceeding, including seeking access to any confidential information
that may be filed under a protective order, seeking reconsideration of
decisions, and filing appeals of a final decision to the courts.
Responses or oppositions to comments and petitions must be filed no
later than **July 27,** **2006**. Replies to such pleadings must be
filed no later than **August 1, 2006**. All filings concerning matters
referenced in this Public Notice should refer to DA 06-06-1254 and WC
Docket No. 06-106, as well as the specific file numbers of the
individual applications or other matters to which the filings pertain.

Under the Commission's procedures for the submission of filings and
other documents,[^15] submissions in this matter may be filed
electronically (i.e., though ECFS) or by hand delivery to the
Commission's Massachusetts Avenue location.

-   Electronic Filers:[^16] Comments may be filed electronically using
    the Internet by accessing the ECFS: <http://www.fcc.gov/cgb/ecfs/>.
    In completing the transmittal screen, filers should include their
    full name, U.S. Postal Service mailing address, and the applicable
    docket number. Parties also may submit an electronic comment by
    Internet e-mail. To get filing instructions, filers should send an
    e-mail to ecfs@fcc.gov, and include the following words in the body
    of the message, "get form." A sample form and directions will be
    sent in response.

-   Paper Filers: Parties who choose to file by paper must file an
    original and four copies of each filing.

> Filings can be sent by hand or messenger delivery, by commercial
> overnight courier, or by first-class or overnight U.S. Postal Service
> mail (although we continue to experience delays in receiving U.S.
> Postal Service mail). All filings must be addressed to the
> Commission\'s Secretary, Office of the Secretary, Federal
> Communications Commission.
>
> The Commission\'s contractor will receive hand-delivered or
> messenger-delivered paper filings for the Commission\'s Secretary at
> 236 Massachusetts Avenue, N.E., Suite 110, Washington, D.C. 20002. The
> filing hours at this location are 8:00 a.m. to 7:00 p.m. All hand
> deliveries must be held together with rubber bands or fasteners. Any
> envelopes must be disposed of before entering the building.
>
> Commercial overnight mail (other than U.S. Postal Service Express Mail
> and Priority Mail) must be sent to 9300 East Hampton Drive, Capitol
> Heights, MD 20743.
>
> U.S. Postal Service first-class, Express, and Priority mail should be
> addressed to 445 12th Street, S.W., Washington, D.C. 20554.

One copy of each pleading must be delivered electronically, by e-mail or
facsimile, or if delivered as paper copy, by hand or messenger delivery,
by commercial overnight courier, or by first-class or overnight U.S.
Postal Service mail (according to the procedures set forth above for
paper filings), to the Commission\'s duplicating contractor, Best Copy
and Printing, Inc., at fcc@bcpiweb.com or (202) 488-5563 (facsimile).

Additionally, filers may deliver courtesy copies by email or facsimile
to the following Commission staff:

(1) Jodi Cooper, Policy Division, International Bureau, at
jodi.cooper@fcc.gov or (202) 418-2824 (facsimile);

(2) JoAnn Lucanik, Satellite Division, International Bureau, at
joann.lucanik@fcc.gov or (202) 418-0748 (facsimile);

\(3\) Jeanette Spriggs, Satellite Division, International Bureau, at
<jeanette.spriggs@fcc.gov> or (202) 418-0748 (facsimile);

\(4\) Adam Kirschenbaum, Competition Policy Division, Wireline
Competition Bureau, at <adam.kirschenbaum@fcc.gov> or (202) 418-1413
(facsimile);

\(5\) Nancy Hey, Office of Engineering and Technology, at
<nancy.hey@fcc.gov> or 202.418.2432; and

\(6\) Jim Bird, Office of General Counsel, at <jim.bird@fcc.gov> or
(202) 418-1234 (facsimile).

Copies of the Applications and any subsequently-filed documents in this
matter may be obtained from Best Copy and Printing, Inc., in person at
445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554, via
telephone at (202) 488-5300, via facsimile at (202) 488-5563, or via
e-mail at fcc@bcpiweb.com. The Applications and any associated documents
are also available for public inspection and copying during normal
reference room hours at the following Commission office: FCC Reference
Information Center, 445 12th Street, S.W., Room CY-A257, Washington,
D.C. 20554. The Applications also are available electronically through
the Commission's ECFS, which may be accessed on the Commission's
Internet website at http://www.fcc.gov.

People with Disabilities: To request this Public Notice in accessible
formats (computer diskette, large print, audio recording, and Braille)
send an email to <fcc504@fcc.gov> or call the Consumer & Governmental
Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty).

For further information, contact Jodi Cooper, Policy Division,
International Bureau, at 202-418-2064.

**-FCC-**

[^1]: 47 U.S.C. §§ 214, 310(d).

[^2]: MSV LP is the sole member of MSV Sub, and MSV GP is the general
    partner of MSV LP. Applicants are requesting that the Commission
    include authority for the transfer of control of (1) all
    authorizations issued to MSV Sub during the period between the
    filing of the application with the Commission and actual
    consummation of the proposed transaction; and (2) all applications
    (including applications for Special Temporary Authority), petitions,
    or other filings that are pending at the time of consummation of the
    proposed transfer of control. Applicants state that, following the
    closing of the proposed transaction, MSV Sub will supplement its
    pending applications as required under the Commission's rules, 47
    C.F.R. § 1.65, to reflect the new ownership structure. *See*
    application at pp. 5-6.

[^3]: The five entities are: Motient Corporation (45.2% MSV GP and 45.1%
    MSV LP); TMI Communications and Company, Limited Partnership (21.8%
    MSV GP and 21.8% MSV LP); MSV Investors, LLC (22.8% MSV GP and 22.8%
    MSV LP); funds affiliated with Columbia Capital (7.8% MSV GP and
    7.8% MSV LP); and funds affiliated with Spectrum Equity (2.3% MSV GP
    and 2.3% MSV LP).

[^4]: On June 12, 2006, MSV International, LLC, a direct wholly-owned
    subsidiary of MSV LP, surrendered its satellite space station
    authorization to provide mobile service to South America, File No.
    SAT-LOA-20030827-00174 (*See* File No. SAT-T/C-20060517-00063). As a
    result of the withdrawal, Applicants are no longer requesting that
    the space station authorization be transferred to SkyTerra.

[^5]: SkyTerra is currently 60% owned and controlled, in the aggregate,
    by the Apollo Stockholders. The Apollo Stockholders are (1) Apollo
    Investment Fund IV, L.P.; (2) Apollo Overseas Partners IV, L.P.; (3)
    AP/RM Acquisition, LLC; (4) AIF IV/RRRR, LLC; and (5) ST/RRRR, LLC.
    The individuals and/or entities with a 10% or greater interest in
    SkyTerra are Apollo Investment Fund IV, L.P. (50%) and Harbinger
    Capital Partners Master Fund1, Ltd (13%). The Apollo Stockholders'
    voting interests in SkyTerra are ultimately controlled by Mr. Leon
    Black through a series of intermediate subsidiaries and management
    arrangements. After consummation of the transaction, no individual
    or entity other than the Apollo Funds will hold a 10% or greater
    equity or voting interest in SkyTerra. The voting and equity
    interest of Apollo Funds will be reduced to a range between
    16.6%-25.8% because it is not know exactly how many shares of common
    stock the Apollo Funds will subscribe for in the Initial Exchange.

[^6]: In a November 21, 2001 decision ("2001 Order"), the Commission
    approved of TMI's indirect foreign ownership of MSV Sub in excess of
    25%. The 2001 Order permitted the MSV Licensee to be owned
    indirectly by TMI and/or BCE Inc. and their Canadian shareholders in
    an amount up to and including equity and/or voting interest of 40%.
    The 2001 Order also stated that further Commission approval would
    not be required unless foreign individuals or entities other than
    TMI were to acquire (individually and/or in the aggregate) a greater
    than 25% indirect equity and/or voting interest in MSV Sub. See
    Motient Services Inc., TMI Communications and Company LP, and Mobile
    Satellite Ventures LLC, Order and Authorization, File No.
    SAT-ASG-20010302-00017 et al. (DA 01-2732); 16 FCC Rcd 20469 (Nov.
    21, 2001).

[^7]: 47 C.F.R. § 63.02(b)(2)(i).

[^8]: 47 C.F.R. § 1.1200(a).

[^9]: *Id.* § 1.1206.

[^10]: *See* Commission Emphasizes the Public's Responsibilities in
    Permit-But-Disclose Proceedings, Public Notice, 15 FCC Rcd 19945
    (2000).

[^11]: *See* 47 C.F.R. § 1.1206(b) (2).

[^12]: *Id.* § 1.1206(b).

[^13]: *See* discussion *infra* Part VI.

[^14]: *See* 47 U.S.C. § 309(b).

[^15]: *See Implementation of Interim Electronic Filing Procedures for
    Certain Commission Filings*, Order, 16 FCC Rcd 21483 (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 22165 (2001); *Reminder: Filing Locations for Paper Documents
    and Instructions for Mailing Electronic Media*, Public Notice, 18
    FCC Rcd 16705 (2003).

[^16]: *See* *Electronic Filing of Documents in Rulemaking Proceedings*,
    GC Docket No. 97-113, Report and Order, 13 FCC Rcd 11322 (1998).