**DA 04-2083**

**Released: July 12, 2004**

**NEW SKIES SATELLITES N.V. (TRANSFEROR) AND MUNARO HOLDING B.V.
(TRANSFEREE) SEEK APPROVAL TO TRANSFER CONTROL OF FCC LICENSES AND
AUTHORIZATIONS HELD BY NEW SKIES SATELLITES N.V. AND NEW SKIES NETWORKS,
INC.**

**IB Docket No. 04-247**

**PLEADING CYCLE ESTABLISHED**

**Petitions Due: August 11, 2004**

**Oppositions Due: August 23, 2004**

**Replies Due: August 30, 2004**

# INTRODUCTION

On June 25, 2004, Munaro Holding B.V. ("Munaro") and New Skies
Satellites N.V. ("New Skies") (collectively, "Applicants") filed an
application pursuant to section 310(d) of the Communications Act of
1934, as amended,[^1] seeking consent to transfer control of non-common
carrier fixed satellite service earth station licenses held by New Skies
Networks, Inc. ("New Skies Networks") from New Skies to Munaro
("Transfer Application").[^2] The Applicants also filed, under section
25.137(g) of the Commission rules,[^3] an application notifying the
Commission of Munaro's proposed acquisition of New Skies'
foreign-licensed satellites that are authorized to provide service in
the United States pursuant to the Commission's Permitted Space Station
List ("Permitted List"). The Applicants request that the Commission
modify the Permitted List to specify Munaro as the new owner and
operator of the New Skies satellites, subject to consummation of the
proposed transaction ("Notification Application").[^4]

**II. THE PARTIES**

New Skies, the transferor, is a Netherlands-based satellite company
created in 1998 from certain assets formerly held by the International
Telecommunications Satellite Organization ("INTELSAT').[^5] Pursuant to
the Open-Market Reorganization for the Betterment of International
Telecommunications Act (the "ORBIT Act"), New Skies conducted an initial
public offering in October 2000, and, in March 2001, the Commission
granted New Skies permanent authority to provide satellite services to,
from, and within the United States. New Skies' satellites offer video,
data, voice and Internet communications services to a range of
telecommunications carriers, broadcasters, large corporations, Internet
service providers and government entities around the world. Several of
New Skies' satellites, licensed by the Kingdom of The Netherlands, are
authorized to provide service to the United States pursuant to the
Commission's Permitted Space Station List ("Permitted List"), and are
the subject of the Notification Application. New Skies' direct,
wholly-owned subsidiary, New Skies Networks, also holds six U.S.
non-common carrier earth station licenses, which are the subject of the
Transfer Application.

Munaro, the transferee, is a Netherlands private company with limited
liability that is 100% indirectly owned by Neptune Holdings GP, a Cayman
Islands general partnership. Applicants state that ultimate ownership
and control of Munaro, which would be renamed New Skies Satellites,
B.V., would be held indirectly by five private equity funds affiliated
with Blackstone, a leading global investment and advisory firm
(collectively, the "Blackstone Funds"). Two of these entities,
Blackstone NSS Communications Partners (Cayman) L.P., a Cayman Islands
limited partnership, and Blackstone Capital Partners (Cayman) IV
L.P.,[^6] also a Cayman Islands limited partnership, would hold
indirectly, and in the aggregate, approximately 93.5% of the equity of
Neptune Holdings GP. The three other Blackstone limited partnerships
would hold the remaining indirect interests in Munaro: Blackstone Family
Communications Partnership (Cayman) L.P., Blackstone Capital Partners
(Cayman) IV-A L.P., and Blackstone Family Investment Partnership
(Cayman) IV-A L.P.[^7]

Two Blackstone executives, Peter G. Peterson and Stephen A. Schwarzman,
would indirectly control all five of the Blackstone Funds through
ownership interests in the general partners of the Blackstone Funds.
Most of the equity in the Blackstone Funds will be contributed by over
300 limited partners, including both U.S. and non-U.S. investors.
Applicants state that, under the limited partnership agreement for each
of the Blackstone Funds, the limited partners will have no material
involvement in the control and management of the operation of the
limited partnership, and therefore no power to control the day-to-day
operations of the Blackstone Funds, Munaro, or the licensee, New Skies
Networks. Applicants further represent that no single limited partner
will indirectly own a 10% or greater interest in Munaro.

# THE TRANSACTION

On June 5, 2004, Munaro and its parent**,** Neptune Holdings GP, entered
into a transaction agreement with New Skies, whereby Neptune Holdings GP
would acquire substantially all of the assets of New Skies, including
its foreign-licensed satellite systems, all of the capital stock of New
Skies Networks, which holds six U.S. non-common carrier earth station
licenses, and all physical assets associated with those licenses. New
Skies would receive its consideration under the transaction in cash,
which would be distributed to its shareholders**,** and New Skies would
be liquidated. In the alternative, the Applicants might choose to
accomplish the transfer of control as follows: New Skies would create a
new, wholly-owned subsidiary and transfer all of its assets and
liabilities to that subsidiary, including all of the capital stock of
New Skies Networks. Munaro would then acquire from New Skies all of the
capital stock of the newly-created subsidiary. Munaro would merge with
the subsidiary, which would cease to exist, and hold directly the stock
of New Skies Networks. In either event, Applicants state, the
acquisition of New Skies Networks would be accomplished via transfer of
corporate control.

# Public Interest Showing

The Applicants contend that approval of the proposed transaction would
promote competition and serve the public interest, convenience and
necessity. They state that New Skies' business, trademarks and
operations will remain unchanged, as well as its existing management
team. The Applicants state that the transaction will enable the creation
of an optimized capital structure, with reduced dependence on public
capital markets which will help New Skies continue to grow its business,
to develop and introduce new products and services and to compete with
rival suppliers. The Applicants state that the transaction raises no
competitive issues because neither Munaro nor its affiliates own
interests in existing satellite providers.[^8] Further, Applicants state
that the proposed transaction will remove any and all remaining
ownership interests now held by former signatories of, or investors in,
the former intergovernmental organization, INTELSAT. Applicants state
that New Skies is not subject to section 310(b) of the Communications
Act[^9] because New Skies is a provider of non-common carrier and
information services. They state that New Skies neither owns nor
operates any voice or VOIP network switching equipment other than for
its internal communications use.

New Skies currently owns and operates three foreign-licensed satellites,
NSS-5, NSS-7 and NSS-806, that are authorized to provide service to the
United States via the Commission's Permitted List.[^10] In support of
its request for the Commission to "review and affirmatively authorize
transfer of the New Skies' Permitted List authorizations" to Munaro, the
Applicants state that Munaro "does not now possess, nor will it acquire
or enjoy the exclusive right of handling telecommunications to or from
the United States, its territories or possessions, and any other country
or territory, by reason of any concession, contract, understanding or
working arrangement to which the satellite operator or any persons or
companies controlling or controlled by the operator are parties." Munaro
also "acknowledges that the transfer of the Permitted List
authorization\[s\] will not authorize it to provide any Direct-to-Home
(DTH) service, Direct Broadcast Satellite (DBS) service, or Digital
Audio Radio Service (DARS) to, from, or within the United States." In
accordance with section 25.137(g), we invite parties to raise issues
regarding whether the proposed transaction would have any effect on the
analysis conducted in the Commission orders that authorized these
satellite systems to be placed on the Permitted List.

# SECTION 310 Licenses and authorizations

Applicants filed the following applications seeking consent to transfer
control of earth station licenses and to transfer Permitted List
authorizations from New Skies Satellites N.V. to Munaro Holding B.V.:

+------------------+---------------------------------------------------+
| **[Satellite     |                                                   |
| Space Stations   |                                                   |
| on the           |                                                   |
| Commission's     |                                                   |
| Permitted Space  |                                                   |
| Station          |                                                   |
| List             |                                                   |
| ]{.underline}:** |                                                   |
+------------------+---------------------------------------------------+
| **File Number**  | **Licensee/Call Signs**                           |
+------------------+---------------------------------------------------+
| SAT-PP           | New Skies Satellites N.V.                         |
| L-20040625-00123 |                                                   |
|                  | *Call Sign(s)*: NSS-5; NSS-7 and NSS-806          |
+------------------+---------------------------------------------------+

+------------------+---------------------------------------------------+
| **[Satellite     |                                                   |
| Earth            |                                                   |
| Stations         |                                                   |
| ]{.underline}:** |                                                   |
+------------------+---------------------------------------------------+
| **File Number**  | **Licensee/Call Signs**                           |
+------------------+---------------------------------------------------+
| SES-T/           | New Skies Networks, Inc.                          |
| C-20040625-00886 |                                                   |
|                  | *Call Sign(s)*: E000102; E020071; E980076;        |
|                  | E000726; E000696; E000152                         |
+------------------+---------------------------------------------------+

# GENERAL INFORMATION

The Applications referenced herein have been found, upon initial review,
to be acceptable for filing. The Commission reserves the right to return
the Applications if, upon further examination, it is determined to be
defective and not in conformance with the Commission's rules,
regulations, or policies. Final action will not be taken on the
Applications earlier than 31 days following the date of this Public
Notice.[^11]

Interested parties may file comments regarding or petitions to deny the
Applications and Petition for Declaratory Ruling no later than **August
11, 2004**. Oppositions or responses to these comments and petitions may
be filed no later than **August 23, 2004**. Replies may be filed no
later than **August 30, 2004**. All filings concerning matters
referenced in this Public Notice should refer to **IB Docket No.
04-247.**

Under the Commission's procedures for the submission of filings and
other documents,[^12] submissions in this matter may be filed
electronically (*i.e.*, though ECFS) or by hand delivery to the
Commission's Massachusetts Avenue location.

-   **If filed by ECFS**,[^13] comments shall be sent as an electronic
    file via the Internet to http://www.fcc.gov/e-file/ecfs.html. In
    completing the transmittal screen, commenters should include their
    full name, Postal Service mailing address, and the applicable docket
    number. Parties may also submit an electronic comment by Internet
    e-mail. To get filing instructions for e-mail comments, commenters
    should send an e-mail to ecfs@fcc.gov, and should include the
    following words in the body of the message, "get form \<your e-mail
    address\>." A sample form and directions will be sent in reply.

-   **If filed by paper**, the original and four copies of each filing
    must be filed 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). The Commission\'s contractor, Natek, Inc., 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 mail, Express Mail, and Priority Mail should be
    addressed to 445 12th Street, S.W., Washington, D.C. 20554. All
    filings must be addressed to the Commission\'s Secretary, Office of
    the Secretary, Federal Communications Commission.

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:

(1) the Commission\'s duplicating contractor, Best Copy and Printing,
Inc., at fcc@bcpiweb.com or (202) 488-5563 (facsimile);

(2) James Ball, Chief, Policy Division, International Bureau, at
james.ball@fcc.gov or (202) 418-2824 (facsimile);

(3) Alexandra Field, Policy Division, International Bureau, at
alexandra.field@fcc.gov or (202) 418-2824 (facsimile);

\(4\) Kimberly Cook, Policy Division, International Bureau, at
kimberly.cook@fcc.gov or (202) 418-2824 (facsimile);

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

(6) Susan O'Connell, Policy Division, International Bureau, at
susan.o'connell@fcc.gov or (202) 418-2824 (facsimile);

(7) David Krech, Policy Division, International Bureau, at
david.krech@fcc.gov or (202) 418-2824 (facsimile); and

(8) Neil Dellar, Office of General Counsel, at neil.dellar@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. Additional
information regarding the transaction will be available on the FCC\'s
Office of General Counsel\'s website, http://www.fcc.gov/ogc, which will
contain a fully indexed, unofficial listing and electronic copies of all
materials in this docket. Alternate formats of this public notice
(computer diskette, large print, audio recording, and Braille) are
available to persons with disabilities by contacting Brian Millin at
(202) 418-7426 (voice), (202) 418-7365 (TTY), or send an e-mail to
access@fcc.gov.

For further information, contact the Policy Division, International
Bureau at 202-418-1460.

-FCC-

[^1]: 47 U.S.C. § 310(d).

[^2]: *See* File No. SES-T/C-20040625-00886.

[^3]: 47 C.F.R. § 25.137(g).

[^4]: *See* File No. SAT-PPL-20040625-00123.

[^5]: INTELSAT refers to the former treaty-based intergovernmental
    satellite organization.

[^6]: Instead of Blackstone Capital Partners (Cayman) IV L.P. ("BCP
    IV"), it is possible the acquiring entity will be Blackstone NSS
    Capital Partners (Cayman) IV L.P. ("BCP NSS IV").  In that case,
    Applicants state that the acquiring entity would have substantially
    the same terms and conditions as the existing funds, to the maximum
    extent applicable.  The general partner of BCP NSS IV would be the
    existing general partner of BCP IV.  The limited partners of BCP NSS
    IV would be the same as the limited partners of BCP IV, unless
    excluded from the investment by the General Partner in order to
    ensure, among other things, that the investment would be in
    compliance with laws and regulations.

[^7]: Instead of Blackstone Capital Partners (Cayman) IV-A L.P. ("BCP
    IV-A"), it is possible the acquiring entity will be Blackstone NSS
    Capital Partners (Cayman) IV-A L.P. ("BCP NSS IV-A").  In that case,
    Applicants state that the acquiring entity would have substantially
    the same terms and conditions as the existing funds, to the maximum
    extent applicable.  The general partner of BCP NSS IV-A would be the
    existing general partner of BCP IV-A.  The limited partners of BCP
    NSS IV-A would be the same as the limited partners of BCP IV-A,
    unless excluded from the investment by the General Partner in order
    to ensure, among other things, that the investment would be in
    compliance with laws and regulations.

[^8]: Other funds affiliated with Blackstone hold a 10% or greater
    interest in the following entities: Centennial Communications Corp.,
    Crowley Wireless Broadband LLC, FiberNet Telecom Group, Inc.,
    Freedom Communications Inc., PaeTec Communications, Inc., and
    Utilicom Networks LLC.

[^9]: *See* 47 U.S.C. § 310(b).

[^10]: On June 23, 2004, New Skies notified the Commission of the
    decommissioning of the NSS-513 satellite and requested that the
    Commission remove NSS-513 from the Permitted List.

[^11]: *See* 47 U.S.C. §309(b).

[^12]: *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 22,165 (2001); *Reminder: Filing Locations for Paper Documents
    and Instructions for Mailing Electronic Media*, Public Notice, 18
    FCC Rcd 16705 (2003).

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