**Before the**

Federal Communications Commission

Washington, D.C. 20554

+----------------------------------+---+------------------------------+
| In the Matter of                 | * | File No.                     |
|                                  | * | ISP-PDR-20070314-00004       |
| Mobile Satellite Ventures        | ) |                              |
| Subsidiary LLC and               | * | File No.                     |
|                                  | * | ISP-PDR-20080111-00001       |
| SkyTerra Communications, Inc.    |   |                              |
|                                  | * |                              |
| Petition for Declaratory Ruling  | * |                              |
| Under Section 310(b) of the      | ) |                              |
| Communications Act of 1934, as   | * |                              |
| Amended                          | * |                              |
|                                  |   |                              |
| Harbinger Capital Partners       | * |                              |
| Master Fund I, Ltd. and          | * |                              |
| Harbinger Capital Partners       | ) |                              |
| Special Situations Fund, L.P.    | * |                              |
|                                  | * |                              |
| Petition for Expedited Action    |   |                              |
| for Declaratory Ruling Under     | * |                              |
| Section 310(b) of the            | * |                              |
| Communications Act of 1934, as   | ) |                              |
| Amended                          | * |                              |
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+----------------------------------+---+------------------------------+

ORDER AND DECLARATORY RULING

**Adopted: March 7, 2008 Released: March 7, 2008**

 By the Commission:  Commissioners Copps concurring and issuing a
statement.

# introduction

1.  In this *Order and Declaratory Ruling*, we consider a petition for
    declaratory ruling filed by Mobile Satellite Ventures Subsidiary LLC
    (MSV) and SkyTerra Communications, Inc. (SkyTerra and, together with
    MSV, the "Petitioners") pursuant to section 310(b)(4) of the
    Communications Act of 1934, as amended (the "Act").[^1] As discussed
    below, we find that the public interest would not be served by
    prohibiting indirect foreign ownership of MSV in excess of the 25
    percent benchmark set forth in section 310(b)(4) of the Act, and
    therefore grant the MSV/SkyTerra Petition, subject to the
    limitations contained in this *Order and Declaratory Ruling*. We
    also consider a petition filed jointly by two of SkyTerra's existing
    shareholders, Harbinger Capital Partners Master Fund I, Ltd. (Master
    Fund) and Harbinger Capital Partners Special Situations Fund, L.P.
    (Special Fund) (and, together with the Master Fund, the "Harbinger
    Funds" or "Harbinger Petitioners") requesting expedited action for
    interim authority under section 310(b)(4) of the Act to increase
    their ownership in MSV.[^2] We grant the petition for interim
    authority for the Harbinger Petitioners to increase their ownership
    in MSV through open market purchases of SkyTerra shares, not to
    exceed a non-controlling (*de jure* or *de facto*) 49.99 percent
    equity interest and 49.99 voting interest, subject to and without
    prejudice to any action the Commission may take on the separate
    Harbinger Funds petition requesting a declaratory ruling under
    section 310(b)(4) for permanent authority.[^3]

# BACKGROUND

2.  MSV is a Delaware limited liability company that holds FCC licenses
    and authorizations and that operates a Mobile Satellite Service
    (MSS) system in the L-band.[^4] It uses both its own U.S.-licensed
    satellite and the Canadian-licensed L band satellite (MSAT-1)
    licensed to Mobile Satellite Ventures (Canada), Inc.[^5]

3.  On September 15, 2006, the International Bureau, the Wireline
    Competition Bureau, and the Office of Engineering and Technology
    released the *2006 MSV Order* that consented to the transfer of
    control of Commission licenses and authorizations held by MSV from
    Motient Corporation (Motient) to SkyTerra.[^6] The *2006 MSV Order*
    also included a declaratory ruling that approved specific amounts of
    indirect foreign equity and voting interests that would be held in
    MSV upon consummation of the transfer of control.[^7] As part of the
    transfer of control of MSV from Motient to SkyTerra, Motient had to
    distribute by way of a dividend approximately 25.5 million shares of
    non-voting SkyTerra stock to Motient shareholders, which would have
    the effect of converting the SkyTerra non-voting stock to voting
    stock.[^8] This distribution, however, has yet to occur due to
    pending litigation. Accordingly, the total number of outstanding
    voting shares of SkyTerra is approximately half of what the number
    of outstanding voting shares would have been had the dividend
    occurred. In addition, certain foreign shareholders have increased
    their ownership interests in SkyTerra since the *2006 MSV Order* was
    issued. Thus, the indirect foreign ownership in MSV is greater than
    the amount approved in the *2006 MSV Order*.

4.  On March 14, 2007, MSV and SkyTerra filed a petition for declaratory
    ruling seeking approval for the current levels of indirect foreign
    ownership in MSV as set forth in their filings. The International
    Bureau placed the MSV/SkyTerra Petition on public notice as
    acceptable for filing on April 27, 2007.[^9] No oppositions to or
    comments on the petition were received.[^10] MSV and SkyTerra
    subsequently supplemented their petition with additional
    information.[^11]

5.  Additionally, in January 2008, the Harbinger Petitioners jointly
    filed a petition requesting expedited action for interim authority
    under section 310(b)(4) of the Act to increase their indirect
    ownership in MSV through additional purchases of SkyTerra shares on
    the open market.[^12] The Harbinger Petitioners request approval for
    the Harbinger Funds to make additional purchases in SkyTerra that
    would increase their aggregate equity interest in MSV by as much as
    27 percent, and would increase their aggregate voting interest in
    MSV by as much as 31.36 percent. The Harbinger Petitioners assert
    that the Harbinger Funds would not purchase more than 49.99% of
    SkyTerra's shares (equity or voting), preventing the Harbinger Funds
    from having *de jure* control of MSV. Moreover, the Harbinger
    Petitioners recognize that grant of their Petition for Interim
    Authority would not give the Harbinger Funds authority to exercise
    *de facto* control over SkyTerra or MSV without first obtaining
    Commission approval for a transfer of control.[^13]

6.  The Harbinger Funds have separately filed a second petition
    requesting a declaratory ruling under section 310(b)(4) of the Act
    for substantially the same authority requested in the Petition for
    Interim Authority, but on a permanent basis.[^14] The Harbinger
    Petitioners acknowledge that grant of interim authority pursuant to
    the expedited request would be subject to the ultimate outcome of
    their Petition for Permanent Authority for the additional
    purchases.[^15]

# DISCUSSION

## Ownership Structure of MSV and SkyTerra

7.  MSV, the holder of FCC licenses and authorizations, is a direct
    wholly-owned subsidiary of MSV LP, a Delaware limited partnership.
    MSV LP's general partner is Mobile Satellite Ventures, G.P. (MSV
    GP), a Delaware corporation. MSV LP's limited partners, SkyTerra and
    other unnamed limited partners, hold respectively, 99.29 and 0.71
    percent of the equity interests in MSV LP.[^16] MSV LP's general
    partner, MSV GP, holds all of the voting interests and none of the
    equity interests in MSV LP.[^17]

8.  SkyTerra is a publicly-traded company organized under the laws of
    Delaware. SkyTerra holds 100 percent of the equity and voting
    interests in MSV GP, and, through MSV GP, holds all voting interest
    in MSV LP.[^18] SkyTerra's ownership, according to the supplemental
    ownership information submitted by Petitioners, is summarized by the
    table in Appendix A, Attachment 1. The foreign owner-ship of MSV by
    and through SkyTerra shareholders is shown in Attachments 2 and 3 of
    Appendix A.

## The MSV/SkyTerra Petition and Summary of Analysis

9.  MSV and SkyTerra seek a declaratory ruling that it is in the public
    interest for MSV to have indirect foreign ownership: (a) by certain
    SkyTerra shareholders, up to and including an aggregate 7.52 percent
    equity and 22.84 percent voting interests;[^19] and (b) through the
    foreign interests of certain SkyTerra shareholders, up to and
    including an aggregate 25.28 percent equity and 21.72 percent voting
    interests.[^20] In addition, MSV and SkyTerra request a declaratory
    ruling that it is in the public interest for BRH Holdings GP, Ltd.
    to hold up to and including a 29.84 percent voting interest in MSV
    through the Apollo Funds' investment in SkyTerra.[^21] Finally, they
    request approval to have up to and including an additional aggregate
    25 percent indirect equity and/or voting interest from foreign
    individuals or entities without seeking further Commission approval
    under section 310(b)(4).[^22]

10. In considering the MSV/SkyTerra Petition, request, we examine the
    indirect foreign ownership interests that are held in MSV pursuant
    to our public interest analysis under section 310(b)(4) of the Act
    and the Commission's foreign ownership policies adopted in the
    *Foreign Participation Order*.[^23] As part of that analysis, we
    consider any national security, law enforcement, foreign policy, or
    trade policy concerns raised by the foreign investment.[^24] Relying
    on Commission precedent, we find that the indirect foreign ownership
    of MSV does not raise any issues under sections 310(a) and
    310(b)(1)-(b)(3) of the Act.[^25] Our analysis in Appendix B focuses
    on issues raised under section 310(b)(4).

11. Section 310(b)(4) of the Act establishes a 25 percent benchmark for
    investment by foreign individuals, corporations, and foreign
    governments in entities that control U.S. common carrier radio
    licenses. This section also grants the Commission discretion to
    allow higher levels of foreign ownership if it determines that such
    ownership is not inconsistent with the public interest.[^26] The
    calculation of foreign ownership interests under section 310(b)(4)
    is a two-pronged analysis in which the Commission examines
    separately the equity interests and the voting interests in the
    licensee's direct or indirect parent.[^27] The Commission calculates
    the equity interest of each foreign investor in the parent and then
    aggregates these interests to determine whether the sum of the
    foreign equity interests exceeds the statutory benchmark. Similarly,
    the Commission calculates the voting interest of each foreign
    investor in the parent and aggregates these voting interests.[^28]
    The presence of aggregated alien equity or voting interests in a
    common carrier licensee's parent in excess of the 25 percent
    benchmark triggers the applicability of section 310(b)(4)'s
    statutory benchmark.[^29] Once the benchmark is triggered, section
    310(b)(4) directs the Commission to determine whether the "public
    interest will be served by the refusal or revocation of such
    license."[^30]

12. In the *Foreign Participation Order*, the Commission concluded that
    the public interest would be served by permitting greater investment
    by individuals or entities from World Trade Organization (WTO)
    Member countries in U.S. common carrier and aeronautical fixed and
    aeronautical en route radio licensees.[^31] Therefore, with respect
    to indirect foreign investment from WTO Member countries, the
    Commission replaced its "effective competitive opportunities" test
    with a rebuttable presumption that such investment generally raises
    no competitive concerns.[^32] In evaluating requests for approval of
    foreign ownership interests under section 310(b)(4), the Commission
    uses a "principal place of business" test to determine the
    nationality or "home market" of foreign investors.[^33]

13. We examine, in Appendix B, the citizenship or "principal place of
    business" of the foreign individuals and entities that hold,
    directly or indirectly, equity or voting interests in MSV LP, the
    U.S. parent company of MSV, the common carrier licensee. As set
    forth in Appendix B, and based on our analysis of the MSV/SkyTerra
    Petition and the supplemental information submitted for the
    record,[^34] we find that the majority of these equity and voting
    interests are properly ascribed to individuals or entities that are
    citizens of, or that principally conduct business in, WTO Member
    countries for purposes of our public interest analysis under section
    310(b)(4) of the Act and the policies adopted in the *Foreign
    Participation Order*.[^35] Accordingly, MSV is entitled to a
    rebuttable presumption that its indirect foreign ownership does not
    pose a risk to competition in the U.S. market,[^36] and we find no
    credible evidence in the record to rebut this presumption. We
    therefore conclude, pursuant to section 310(b)(4) of the Act, that
    it would not serve the public interest to prohibit the indirect
    foreign ownership of MSV in excess of the 25 percent benchmark in
    section 310(b)(4) of the Act.

## Declaratory Ruling

14. This ruling permits MSV to have indirect foreign ownership by
    certain SkyTerra shareholders up to and including an aggregate 7.52
    percent equity and 22.84 percent voting interest, and through
    certain SkyTerra shareholders up to and including an aggregate 25.26
    percent equity and 21.72 percent voting interest. Although MSV and
    SkyTerra request approval for an aggregate 25.28 percent foreign
    equity interest, we treat the 0.02 percent equity interest held
    indirectly in MSV by the non-U.S., non-Canadian shareholders of BCE,
    Inc. as non-WTO investment because we do not have adequate
    information as to their citizenship or principal places of business.
    The ruling also approves the 29.84 percent voting interest held
    indirectly in MSV by BRH Holdings GP, Ltd. and permits MSV to accept
    up to and including an additional aggregate 25 percent indirect
    equity and/or voting interest from foreign individuals or entities,
    excluding BRH Holdings GP, Ltd., as discussed in Appendix B and as
    specified in the ruling below.[^37]

15. Specifically, this ruling permits MSV to be owned indirectly
    *by*: (1) Apollo Overseas Partners IV, L.P. up to and including a
    0.63 percent equity and a 1.20 percent voting interest; (2)
    Harbinger Capital Partners Master Fund I, Ltd. up to and including a
    4.40 percent equity and a 13.83 percent voting interest; (3) Former
    MSV Investor I up to and including a 0.96 percent equity and a 3.01
    percent voting interest; and (4) Columbia Capital Equity Partners
    III (Cayman), L.P. up to and including a 1.53 percent equity and a
    4.80 percent voting interest. This ruling also permits MSV to be
    owned indirectly *through* the following SkyTerra shareholders that
    have foreign investment as described in the record and in Appendix
    B: (5) Apollo Investment Fund IV, L.P. up to and including a 0.26
    percent equity and a 0.50 percent voting interest; (6) Apollo
    Overseas Partners IV, L.P. up to and including a 0.63 percent equity
    and a 1.20 percent voting interest; (7) AP/RM Acquisition LLC up to
    and including a 0.02 percent equity and a 0.07 percent voting
    interest; (8) Harbinger Capital Partners Master Fund I, Ltd. up to
    and including a 3.69 percent equity and a 13.83 percent voting
    interest; (9) Harbinger Capital Partners Special Fund I, L.P. up to
    and including a 1.07 percent equity and a 3.37 percent voting
    interest; (10) Columbia Capital Equity Partners III (Cayman), L.P.
    up to and including a 0.70 percent equity and a 2.17 percent voting
    interest; (11) Columbia Capital Equity Partners III (QP), L.P. up to
    and including a 0.04 percent equity and a 0.14 percent voting
    interest; (12) Spectrum Equity Investors IV, L.P. up to and
    including a 0.14 percent equity and a 0.44 percent voting interest;
    and (13) TerreStar Corporation (through Motient Venture Holdings,
    Inc.) up to and including a 18.72 percent equity interest.[^38] We
    also permit BRH Holdings GP, Ltd. to hold up to and including a
    29.84 percent voting interest in MSV through the Apollo Funds'
    investment in SkyTerra.

16. MSV may accept up to and including an additional aggregate 25
    percent indirect equity and/or voting interests from these foreign
    investors and other foreign investors without seeking prior
    Commission approval under section 310(b)(4) subject to the following
    conditions. First, MSV shall obtain prior approval before any
    foreign individual or entity acquires individually an indirect
    equity and/or voting interest in MSV in excess of 25 percent, with
    the exception of BRH Holdings GP, Ltd., which shall not, however,
    acquire any additional indirect voting interest in MSV without prior
    Commission approval. Second, for purposes of calculating the
    aggregate 25 percent amount, MSV shall include the foreign equity
    and voting interests attributed in this Order to investors from
    non-WTO Member countries (in the aggregate, 7.49 percent equity and
    7.79 percent voting interests). Third, MSV shall treat as
    unidentified, non-WTO investment any future investment by TerreStar
    until MSV demonstrates that the equity and voting interests held
    indirectly in MSV through TerreStar are properly ascribed to the
    United States or another WTO Member country. Our grant of the
    MSV/SkyTerra Petition is without prejudice to any enforcement action
    by the Commission for non-compliance with the Act or the
    Commission's rules as a result of MSV exceeding the foreign
    ownership levels approved in the *2006 MSV Order*. We emphasize
    that, as a Commission licensee**,** MSV has an affirmative duty to
    continue to monitor its foreign equity and voting interests and to
    calculate these interests consistent with the attribution principles
    enunciated by the Commission.[^39]

## Interim Authority for Harbinger Petitioners

17. As described at paragraphs 5-6, *supra*, the Harbinger Funds filed
    their Petition for Interim Authority under section 310(b)(4) of the
    Act to increase their indirect ownership in MSV through additional
    purchases of SkyTerra shares on the open market. The Harbinger Funds
    followed up by filing their Petition for Permanent Authority under
    section 310(b)(4) of the Act, seeking substantially the same
    authority requested in the Petition for Interim Authority, but on a
    permanent basis. In support of their Petition for Interim Authority,
    the Harbinger Petitioners state that expedited approval is necessary
    to allow the Harbinger Funds to take advantage of "near term
    opportunities to purchase additional shares of SkyTerra stock
    through open market transactions" to increase their current SkyTerra
    investment.[^40] If the shares are not purchased when they become
    available in the open market, the Harbinger Petitioners contend that
    they could lose a business opportunity that would harm their
    business plans.[^41] The Harbinger Petitioners also note that the
    Commission has detailed ownership information regarding the
    Harbinger Funds in connection with the petition for declaratory
    ruling filed by MSV and SkyTerra addressed in this *Order and
    Declaratory Ruling*.[^42]

18. On balance, we believe the public interest would not be served by
    denying the Petition for Interim Authority. The ownership and
    control of the Harbinger Funds is set forth in Appendix B. As we
    conclude there, we find -- based on the information provided by the
    Harbinger Petitioners and by MSV and SkyTerra -- that the Funds have
    their principal places of business in the United States or the
    Cayman Islands and that all but a *de minimis* portion of their
    equity investment is properly ascribed to the United States and
    other WTO Member countries. We believe that granting this Petition
    for Interim Authority under these particular circumstances would
    facilitate the customary operations of the capital markets and
    ensure that investment is made in accordance with the requirements
    of section 310(b)(4) of the Act. Furthermore, fostering unnecessary
    barriers to entry would appear to run contrary to the Commission's
    open entry policies adopted in the *Foreign Participation
    Order*.[^43] We therefore grant the Petition for Interim Authority
    to allow the Harbinger Funds to increase their aggregate indirect
    ownership in MSV through additional purchases of SkyTerra stock on
    the open market, not to exceed a non-controlling (*de jure* or *de
    facto*) 49.99 percent equity and 49.99 percent voting interest.[^44]
    In no event shall the equity or voting interest held by the
    Harbinger Funds, when aggregated with interests held by any
    commonly-controlled funds, exceed 49.99 percent.

19. Our grant of the Petition for Interim Authority will avoid
    regulatory interference in the normal processes of capital markets,
    while ensuring the Commission has the opportunity to conduct an
    in-depth review of the issues raised by the Petition for Permanent
    Authority filed by the Harbinger Petitioners, after the conclusion
    of the appropriate notice and comment procedures.[^45] This interim
    action is subject to and without prejudice to any action the
    Commission may take on the separate Petition for Permanent Authority
    to increase the ownership by the Harbinger Funds in MSV. Similarly,
    though the Department of Justice, the Federal Bureau of
    Investigation, and the Department of Homeland Security did not
    submit comments on the Petition for Interim Authority, those
    agencies requested the opportunity to review the Petition for
    Permanent Authority from a national security perspective. As a
    result, the Commission's action in this *Order and Declaratory
    Ruling* does not foreclose the possibility that the Harbinger Funds
    may have to alter their investment in MSV or SkyTerra at a later
    date to come into compliance with future Commission decisions.

# Ordering clauses

20. Accordingly, IT IS ORDERED that, pursuant to sections 4(i), 4(j) and
    310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C.
    §§ 154(i), (j), 310(b)(4), and section 1.2 of the Commission's
    rules, 47 C.F.R. § 1.2, the Petition for Declaratory Ruling filed by
    Mobile Satellite Ventures Subsidiary LLC and SkyTerra
    Communications, Inc. IS GRANTED to the extent specified in this
    *Order and Declaratory Ruling.*

21. IT IS FURTHER ORDERED that, pursuant to sections 4(i), 4(j) and
    310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C.
    §§ 154(i), (j), 310(b)(4), and section 1.2 of the Commission's
    rules, 47 C.F.R. § 1.2, the Petition for Interim Authority filed by
    the Harbinger Petitioners IS GRANTED subject to and without
    prejudice to any action the Commission may take on the Harbinger
    Petitioners' Petition for Permanent Authority
    (ISP-PDR-20080129-00002) and to the extent otherwise specified in
    this *Order and Declaratory Ruling*.

22. IT IS FURTHER ORDERED that this *Order and Declaratory Ruling* SHALL
    BE EFFECTIVE upon release. Petitions for reconsideration under
    section 1.106 of the Commission's rules, 47 C.F.R. § 1.106, may be
    filed within thirty days of the date of public notice of this order.

    Federal Communications Commission

    Marlene H. Dortch

    Secretary

**APPENDIX A**

**SkyTerra Ownership**

**(Attachment 1)**

  ------------------------------ --------------------- -------------------
  Shareholder(s)                 Aggregate Equity      Aggregate voting
                                 Interest in SkyTerra  interest in
                                                       SkyTerra

  5 private equity funds         15.34%                29.84%
  affiliated with Apollo                               
  Management ("Apollo Funds")                          

  5 private equity funds         5.20%                 16.20%
  affiliated with Columbia                             
  Capital ("Columbia Funds")                           

  3 private equity funds         0.72%                 2.24%
  affiliated with Spectrum                             
  Equity ("Spectrum Funds")                            

  2 Private Investment Funds     5.97%                 18.63%
  ("Harbinger Funds")                                  

  Former Minority Investors of   3.43%                 10.69%
  MSV LLC                                              

  BCE, Inc.                      20.68%                0.00%

  TerreStar Corporation (through 41.48%                0.00%
  Motient Venture Holdings)                            

  Other Non-U.S. shareholders    1.77%                 5.53%

  Other U.S. shareholders        5.41%                 16.88%

  **Total**                      100%                  100%
  ------------------------------ --------------------- -------------------

![](media/image1.jpeg){width="6.467361111111111in"
height="7.488194444444445in"}

![](media/image2.jpeg){width="6.489583333333333in"
height="7.717361111111111in"}

**APPENDIX B**

**Section 310(b)(4) Foreign Ownership Analysis**

1.  We evaluate in this Appendix the foreign ownership interests held in
    MSV LP, the U.S. parent company of MSV, pursuant to section
    310(b)(4) of the Act.[^46] The vast majority of MSV LP's equity
    interests (99.29%) and all of its voting interests are held by
    SkyTerra, a publicly-traded company organized in Delaware. Thus, we
    calculate below the percentage of foreign equity and voting
    interests held in MSV LP by and through certain SkyTerra
    shareholders.[^47] We then examine whether these foreign equity and
    voting interests are properly ascribed to individuals that are
    citizens of, or entities that have their principal places of
    business in, WTO Member countries.

```{=html}
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```
23. We conducted a two-tier "by and through" analysis of the foreign
    ownership of MSV LP. For purposes of our review, a "by shareholder"
    is a foreign investor that holds an equity and/or voting interest
    directly in SkyTerra. A "through shareholder" is a foreign investor
    that holds an equity and/or voting interest indirectly in SkyTerra
    as a result of the foreign investor's ownership interest in a
    SkyTerra shareholder.[^48] In support of its Petition, Petitioners
    submitted the following information: (1) the percentage of equity
    and voting interests held directly in SkyTerra by its foreign
    shareholders,[^49] and (2) the percentage of foreign equity and
    voting interests, broken out by WTO Member and non-WTO Member
    countries, held indirectly in SkyTerra through its
    shareholders.[^50] Petitioners also submitted for the record the
    corresponding calculations of foreign equity and voting interests
    held in MSV LP by and through the SkyTerra shareholders.[^51]

24. The charts below summarize the foreign equity and voting interests
    of certain SkyTerra shareholders for which Petitioners are
    requesting authorization.

  -------------------------- ----------------------- -----------------------
  **Ownership Interests Held                         
  by Certain SkyTerra                                
  Shareholders in MSV LP**                           

  **Investor/Shareholder**   **Foreign Equity        **Foreign Voting
                             Interest**              Interest**

  Funds Affiliated with      0.63%                   1.20%
  Apollo Management                                  

  Funds Affiliated with      4.40%                   13.83%
  Harbinger Capital Partners                         

  Former MSV Minority        0.96%                   3.01%
  Investors                                          

  Funds Affiliated with      1.53%                   4.80%
  Columbia Capital                                   

  **TOTAL WTO**              **7.52%**               **22.84%**
  -------------------------- ----------------------- -----------------------

  -------------------------- ----------------------- ----------------------------
  **Ownership Interests Held                         
  through Certain SkyTerra                           
  Shareholders in MSV LP**                           

  **Investor/Shareholder**   **Foreign Equity        **Foreign Voting Interest**
                             Interest**              

  Funds Affiliated with      0.91%                   1.77%
  Apollo Management[^52]                             

  Funds Affiliated with      4.76%                   17.20%
  Harbinger Capital Partners                         

  Funds Affiliated with      0.73%                   2.31%
  Columbia Capital                                   

  Funds Affiliated with      0.14%                   0.44%
  Spectrum Equity                                    

  BCE, Inc.                  0.02%                   

  TerreStar Corporation      18.72%                  0.00%
  through Motient Venture                            
  Holdings                                           

  **TOTAL WTO**              **25.28%**              **21.72%**
  -------------------------- ----------------------- ----------------------------

25. As we discuss below, we find, based on our review of the record,
    that: (1) the total indirect foreign equity and voting interests
    held in MSV LP *by* certain SkyTerra shareholders is 7.52% and
    22.84%, all of which are investments from WTO Member countries;
    and (2) the total indirect foreign equity and voting interests held
    in MSV LP *through* certain SkyTerra shareholders for which
    Petitioners seek approval is 25.28 percent and 21.72 percent,
    respectively, and we find that nearly all of these foreign equity
    and voting interests are properly ascribed to WTO Member countries.
    We also find that the indirect voting interest held by BRH Holdings
    GP, Ltd., a foreign-organized entity affiliated with the Apollo
    Funds, is 29.84 percent and is properly ascribed to a WTO Member
    country. Additionally, we find that the aggregate non-WTO equity and
    voting interests held indirectly in MSV LP are 7.49 percent and 7.79
    percent, respectively.[^53]

26. [Foreign Equity and Voting Interests Held By and Through the Apollo
    Funds]{.underline}: The Apollo Funds that hold shares of SkyTerra
    stock are Apollo Investment Fund IV, L.P. (AIF IV), Apollo Overseas
    Partners IV, L.P. (Apollo Overseas Partners), AIF IV/RRR LLC, AP/RM
    Acquisition LLC, and ST/RRRR LLC.[^54] The Apollo Funds hold
    collectively 15.34 percent of the equity interests and 29.84 percent
    of the voting interests of SkyTerra.[^55] According to the
    Petitioners, each of the Apollo Funds is organized in the United
    States, with the exception of Apollo Overseas Partners IV, L.P.,
    which is a Cayman Islands limited partnership.[^56] AIF IV and
    Apollo Overseas Partners are directly controlled by Apollo Advisors
    IV, L.P. in its capacity as their managing general partner. Through
    separate management agreements, Apollo Advisors IV, L.P. has
    delegated to Apollo Management IV, L.P., management, operation and
    control of AIF IV and Apollo Overseas Partners. The organizational
    documents of AIF IV/RRR LLC, AP/RM Acquisition LLC, and ST/RRRR LLC
    also appoint Apollo Management IV, L.P. as manager of those
    entities.[^57] Three U.S. citizens ultimately control the Apollo
    Funds through Apollo Advisors IV, L.P., Apollo Management IV, L.P.,
    and a series of additional intermediate entities and management
    arrangements. All of these intermediate entities are organized in
    the United States with the exception of BRH Holdings GP, Ltd., a
    Cayman Islands exempted company.[^58]

27. Because Apollo Overseas Partners is a foreign-organized company, we
    calculate the equity and voting interests that it holds indirectly
    in MSV LP as a result of Apollo Overseas Partners' direct
    shareholdings in SkyTerra. According to information provided by
    Petitioners, Apollo Overseas Partners holds directly 0.63 percent of
    the equity interests and 1.20 percent of the voting interests in
    SkyTerra, resulting in Apollo Overseas Partners holding an indirect
    equity interest of 0.63 percent (0.63% x 99.29%) and an indirect
    voting interest of 1.20 percent (1.20% x 100%) in MSV LP.[^59]

28. We find that the indirect 0.63 percent equity interest and indirect
    1.20 percent voting interest held in MSV LP by Apollo Overseas
    Partners are properly treated as investment from a WTO Member
    country for purposes of our public interest analysis under section
    310(b) (4) of the Act and the Commission's foreign ownership
    policies adopted in the *Foreign Participation Order.* Apollo
    Overseas Partners is organized and has its world headquarters in the
    Cayman Islands. The general partner and manager of Apollo Overseas
    Partners ─ Apollo Advisors IV, L.P. and Apollo Management IV, L.P.,
    respectively ─ are organized in the United States and are ultimately
    controlled by three U.S. citizens through a series of entities
    organized for the most part in the United States.[^60] Petitioners
    provide information to demonstrate that all of the economic
    interests in Apollo Overseas Partners are attributable to the United
    States and other WTO Member countries.[^61] We find on the basis of
    this information that Apollo Overseas Partners has its principal
    place of business in the United States or the Cayman Islands, which
    we consider to be a WTO Member.[^62] The record also supports a
    finding that the remaining Apollo Funds, which are organized in the
    United States, have their principal places of business in the United
    States.[^63]

29. Turning next to foreign investment held in MSV LP through the Apollo
    Funds, Petitioners assert that foreign individuals and entities
    presently account for 99.73 percent of the equity investment in
    Apollo Overseas Partners, 2.12 percent of the equity investment in
    AIF IV, 5.09 percent of the equity investment in AP/RM Acquisition
    LLC, 0.07 percent of the equity investment in AIF IV/RRR LLC, and
    0.22 percent of the equity investment in ST/RRRR LLC.[^64] We
    calculate that these foreign investors hold indirectly, on an
    aggregate basis, a 0.91 percent equity interest and a 1.77 percent
    voting interest in SkyTerra through the Apollo Funds,[^65] which
    amounts to an aggregate 0.91 percent indirect foreign equity
    interest and 1.77 percent indirect foreign voting interest held in
    MSV LP through the Apollo Funds.[^66] Accordingly, we attribute to
    these foreign investors of the Apollo Funds an aggregate 0.91
    percent indirect equity interest and 1.77 percent indirect voting
    interest held in MSV LP through the SkyTerra shareholders. Based
    upon the record and the representations made by the Petitioners, we
    find that all of these foreign equity and voting interests are
    properly ascribed to WTO Member countries.[^67] As a final matter,
    we attribute to BRH Holdings GP, Ltd., a Cayman Islands company, a
    29.84 percent voting interest in SkyTerra through the Apollo Funds.
    The 29.84% voting interest that we attribute to BRH Holdings GP,
    Ltd. represents the aggregate voting interest held by the Apollo
    Funds in SkyTerra.[^68] As previously discussed, BRH Holdings GP,
    Ltd. is one of the intermediate entities through which the three
    Apollo principals, all U.S. citizens, control the Apollo Funds.
    [^69] BRH Holdings GP, Ltd. is wholly owned by the three Apollo
    principals, its world headquarters is located in the United States,
    and its officers and directors are all citizens of the United
    States. We therefore find that BRH Holdings GP, Ltd. has its
    principal place of business in the United States or the Cayman
    Islands, and that its 29.84 percent voting interest in SkyTerra and,
    in turn, in MSV LP, is properly ascribed to a WTO Member country.

30. [Foreign Equity and Voting Interests Held By and Through the
    Harbinger Funds]{.underline}: Harbinger Capital Partners Masters
    Fund I, Ltd. (Harbinger Master Fund Cayman), a Cayman Islands
    exempted company, and Harbinger Capital Partners Special Situations
    Fund, L.P. (Harbinger Special Fund), a Delaware limited partnership
    (together, the "Harbinger Funds") hold collectively 5.97 percent of
    the equity and 18.63 percent of the voting interest of
    SkyTerra.[^70] Harbinger Master Fund Cayman holds 4.43 percent of
    the equity interests and 13.83 percent of the voting interests in
    SkyTerra.[^71] Harbinger Special Fund holds 1.54 percent of the
    equity interests and 4.80 percent of the voting interests in
    SkyTerra.[^72] Harbinger Master Fund Cayman is controlled by
    Harbinger Capital Partners Offshore Fund I, Ltd. (Offshore Fund), a
    Cayman Islands exempted corporation.[^73] The investment principals,
    officers and directors of Harbinger Master Fund Cayman and Offshore
    Fund are citizens of the United States, Ireland and the United
    Kingdom.[^74] Harbinger Special Fund is controlled by its general
    partner, Harbinger Capital Partners Special Situations GP, LLC
    (Harbinger Special Situations GP), a Delaware limited liability
    company.[^75] Harbinger Special Situations GP has management control
    over the Harbinger Special Fund and is ultimately controlled by
    individuals that are citizens of the United States.

31. Because Harbinger Master Fund Cayman is a foreign-organized company,
    we calculate the equity and voting interests that it holds
    indirectly in MSV LP as a result of Harbinger Master Fund Cayman's
    direct shareholdings in SkyTerra. According to information provided
    by Petitioners, Harbinger Master Fund Cayman holds 4.43 percent of
    the equity interests and 13.83 percent of the voting interests in
    SkyTerra.[^76] We therefore calculate that Harbinger Master Fund
    Cayman holds indirectly 4.40 percent of the equity (4.43% x 99.29%)
    and 13.83 percent of the voting (13.83% x 100%) interests in MSV
    LP.[^77] Based on our review of the record, we find that the
    indirect 4.40 percent equity and indirect 13.83 percent voting
    interests held in MSV LP by Harbinger Master Fund Cayman are
    properly treated as investment from a WTO Member country for
    purposes of our public interest analysis under section 310(b)(4) of
    the Act and the Commission's foreign ownership policies adopted in
    the *Foreign Participation Order*. Harbinger Master Fund Cayman and
    its controlling stakeholder, Offshore Fund, are both organized in
    the Cayman Islands, which we consider to be a WTO Member. Their
    investment principals, officers, and directors are citizens of WTO
    Member countries (the United States, Ireland and the United
    Kingdom), and they have their world headquarters in a WTO Member
    country (Ireland).[^78] Moreover, notwithstanding a *de minimis*
    non-WTO equity interest from Bahamian investors, the vast majority
    of the direct and indirect equity interests in Harbinger Master Fund
    Cayman is from investors from WTO Member countries.[^79]

32. We also find that Harbinger Special Fund is properly viewed, for
    purposes of our analysis, as having its principal place of business
    in the United States. As noted above, Harbinger Special Fund is
    organized in Delaware and ultimately controlled by U.S. citizens
    through a U.S.-organized general partner. [^80] Although the
    majority (70.26%) of the economic interests in Harbinger Special
    Fund are held by an unnamed Cayman Islands limited partnership
    (Cayman LP), Petitioners represent that Cayman LP's general partner
    is a Delaware limited liability company that, in turn, is ultimately
    controlled by a corporation that is organized in the United States
    and ultimately controlled by a U.S. citizen.[^81] Petitioners
    represent that, other than the economic interest held by Cayman LP,
    the remaining limited partners of Harbinger Special Fund are
    individual U.S. citizens or U.S.-organized entities that principally
    conduct business in the United States.[^82] Accordingly, we find it
    reasonable to conclude, based on the record, that Harbinger Special
    Fund, which is U.S.-organized, also has its principal place of
    business in the United States. We, therefore, do not count as
    foreign the 1.54 percent equity and 4.80 percent voting interests
    that Harbinger Special Fund holds indirectly in MSV LP as a result
    of Harbinger Special Fund's direct shareholdings in SkyTerra. We
    calculate below, however, the significant foreign investment held
    indirectly in MSV LP as a result of foreign investment in Harbinger
    Special Fund's foreign limited partner, Cayman LP.

33. Turning to foreign investment held in MSV LP through the Harbinger
    Funds, Petitioners submitted information showing that one
    foreign-organized entity, the Offshore Fund, holds 83.90 percent of
    the equity interests in Harbinger Master Fund Cayman, which
    constitutes a controlling interest.[^83] They also submitted
    information showing that one foreign-organized entity, Cayman LP,
    holds a 70.26 percent equity interest, representing a
    non-controlling limited partnership interest, in Harbinger Special
    Fund.[^84] Based upon the information submitted by Petitioners, we
    find that the Offshore Fund holds indirectly 3.72 percent of the
    equity (83.90% x 4.43%) and 13.83 percent of the voting interests in
    SkyTerra through Harbinger Master Fund Cayman,[^85] and Cayman LP
    holds indirectly 1.08 percent equity (70.26% x 1.54%) and 3.37
    percent voting (70.26% x 4.80%) interest in SkyTerra through the
    Harbinger Special Fund. We then calculate their respective equity
    and voting interests in MSV LP by multiplying their interests by
    SkyTerra's investment in MSV LP. Accordingly, we find that the
    Offshore Fund holds indirectly 3.69 percent equity (3.72% x 99.29%)
    and 13.83 percent voting (13.8% x 100%) interest in MSV LP through
    Harbinger Master Fund Cayman, and Cayman LP holds indirectly 1.07
    percent equity (1.08% x 99.29%) and 3.37 percent voting (3.37% x
    100%) interest in MSV LP through Harbinger Special Fund.

34. We also calculate separately the indirect equity and voting
    interests held in SkyTerra and MSV LP by foreign investors of the
    Offshore Fund through Harbinger Master Fund Cayman. According to the
    Petition, approximately 90.67 percent of Offshore Fund's equity is
    held by foreign citizens or entities, while the remaining 9.33
    percent are held by U.S. individuals or entities.[^86] Of the 90.67
    percent, Petitioners represent that 90.18 percent are held by
    non-U.S. individuals and entities from WTO Member countries, and the
    remaining 0.49 percent is held by non-U.S. individuals or entities
    from the Bahamas, a country that is not part of the WTO.[^87]
    Accordingly, we find that Offshore Fund foreign investors from WTO
    Member countries hold indirectly 3.35 percent equity (90.18% x
    83.90% x 4.43%) and 13.83 percent voting (13.83% x 100%) interests
    in SkyTerra.[^88] We also find that Offshore Fund investors from
    non-WTO Member countries hold indirectly 0.02 percent equity (0.49%
    x 83.90% x 4.43%) and 0.06 percent voting (0.49% x 83.90% x 13.83%)
    interest in SkyTerra.[^89] By multiplying their interests by
    SkyTerra's investment in MSV LP, we find that Offshore Fund
    investors from WTO Member countries hold 3.33 percent equity (3.35%
    x 99.29%) and 13.83 percent voting (13.83% x 100%) interest, and
    Offshore Fund investors from non-WTO Member countries hold 0.02
    percent equity (0.02% x 99.29%) and 0.06 percent voting (13.83% x
    100%) interest in MSV LP.

35. In addition, we calculate separately the indirect equity and voting
    interests held in SkyTerra and MSV LP by foreign investors of Cayman
    LP through Harbinger Special Fund.[^90] Cayman LP holds 70.26
    percent of the equity of Harbinger Special Fund. According to the
    Petitioners, the foreign limited partners of Cayman LP hold
    approximately 85.49 percent of its equity.[^91] Thus, these limited
    partners hold indirectly 0.92 percent of the equity (85.49% x 70.26%
    x 1.54%) and 2.88 percent of the voting (85.49% x 70.26% x 4.80%)
    interests in SkyTerra which, in turn, represents 0.91 percent equity
    (0.92% x 99.29%) and 2.88 percent voting (2.88% x 100%) interests in
    MSV LP. We find that these foreign equity and voting interests are
    properly ascribed to WTO Member countries.

36. [Foreign Equity and Voting Interests Held By and Through Former MSV
    Minority Investors]{.underline}:[^92] The Former MSV Minority
    Investors are comprised of two U.S. citizens (collectively, Former
    MSV Investor VI), four private equity funds (Former MSV Investor I,
    Former MSV Investor II, Former MSV Investor III and Former MSV
    Investor IV), and a U.S. institutional investor (Former MSV Investor
    V).[^93] Collectively, the Former MSV Minority Investors hold 3.41
    percent of the equity and 10.70 percent of the voting interests in
    SkyTerra.[^94] Of the four private equity funds, three are organized
    and have their world headquarters in the United States, are
    controlled by U.S. citizens, with the majority of their equity
    coming from the United States.[^95]

37. Because Former MSV Investor I is a foreign-organized company (Cayman
    Islands), we calculate the equity and voting interests that it holds
    indirectly in MSV LP through its direct shareholdings in SkyTerra.
    Former MSV Investor I holds a 0.96 percent equity and 3.01 percent
    voting interest in SkyTerra.[^96] Thus, by multiplying these
    interests by SkyTerra's investment in MSV LP, we find that Former
    MSV Investor I holds indirectly 0.95 percent of the equity interests
    (0.96% x 99.29%) and 3.01 percent of the voting interests (3.01% x
    100%) in MSV LP.[^97] Because Former MSV Investor I's world
    headquarters is in the United States, tangible properties and
    greatest sales and/or revenues in the United States, and officers
    are U.S. citizens,[^98] we find that the 0.95 percent equity
    interest and 3.01 percent voting interest held in MSV LP by Former
    MSV Investor I are properly treated as investment from the United
    States or the Cayman Islands, which we treat as a WTO Member[^99]
    for purposes of our public interest analysis under section 310(b)(4)
    of the Act and the Commission's foreign ownership policies adopted
    in the *Foreign Participation Order*.

38. We next calculate the indirect foreign ownership interests held in
    MSV LP through Former MSV Investor I and Former MSV Investor III,
    each of which has foreign limited partners. Former MSV Investor I
    and Former MSV Investor III each holds a 0.96 percent equity and a
    3.01 percent voting interest in SkyTerra. Foreign limited partners
    hold 42.51 percent of the economic interests in Former MSV Investor
    I, and foreign limited partners hold 6.85 percent of the economic
    interests in Former MSV Investor III. We calculate that the foreign
    limited partners of Former MSV Investor I hold indirectly 0.41
    percent equity (0.96% x 42.51%) and 1.28 percent voting (3.01% x
    42.51%) interest in SkyTerra, and the foreign limited partners of
    Former MSV Investor III hold indirectly 0.07 percent equity (0.96% x
    6.85%) and 0.21 percent voting (3.01% x 6.85%) interest in SkyTerra.
    These interests, in turn, represent 0.41 percent equity (0.41% x
    99.29%) and 1.28 percent voting (1.28% x 100%) interest in MSV LP by
    the foreign limited partners of Former MSV Investor I, and 0.07
    percent equity (0.07% x 99.29%) and 0.21 percent voting (0.21% x
    100%) interest in MSV LP by the foreign limited partners of Former
    MSV Investor III. Because the Petitioners were unable to provide the
    citizenship or home market information for these limited partners,
    however, we consider their investments to be unidentified and,
    therefore, attribute these investments to non-WTO Member countries.

39. [Foreign Equity and Voting Interests Held By and Through the
    Columbia Funds]{.underline}: The Columbia Funds that hold shares of
    SkyTerra stock are Columbia Capital Equity Partners III (Cayman),
    L.P. (CCEP III Cayman), Columbia Capital Equity Partners III (QP),
    L.P. (CCEP III QP), Columbia Capital Equity Partners III (AI), L.P.
    (CCEP III AI), Columbia Capital Investors III, LLC (CCI III), and
    Columbia Capital Employee Investors III, LLC (CCEI III).[^100] The
    Columbia Funds hold collectively 5.20 percent of the equity
    interests and 16.20 percent of the voting interests in
    SkyTerra.[^101] Each of the Columbia Funds is organized in Delaware,
    except CCEP III Cayman, which is organized as a Cayman Islands
    limited partnership. CCEP III Cayman's general partner, Columbia
    Capital Equity Partners (Cayman) III Ltd, is also organized in the
    Cayman Islands.[^102]

40. Because CCEP III Cayman is a foreign-organized company, we calculate
    the equity and voting interests that it holds indirectly in MSV LP
    as a result of CCEP III Cayman's direct shareholdings in SkyTerra.
    CCEP III Cayman holds directly 1.54 percent of the equity interests
    and 4.80 percent of the voting interests in SkyTerra. Therefore,
    CCEP III Cayman holds indirectly 1.53 percent of the equity
    interests (1.54% x 99.29%) and 4.80 percent of the voting interests
    (4.80% x 100%) in MSV LP.[^103] We find that the 1.54 percent equity
    and 4.80 percent voting interests held indirectly in MSV LP by CCEP
    III Cayman are properly treated as investment from a WTO Member
    country for purposes of our public interest analysis under section
    310(b)(4) of the Act and the Commission's foreign ownership policies
    adopted in the *Foreign Participation Order*. Petitioners represent
    that all of the Columbia Funds, including CCEP III Cayman,
    ultimately are controlled by U.S. citizens.[^104] In addition, the
    vast majority of the economic interests in the funds are
    attributable to investors from the United States and other WTO
    Member countries.[^105] Based upon the record and the
    representations made by the Petitioners, we find that all of the
    Columbia Funds, including CCEP III Cayman, principally conduct
    business in the United States or another WTO Member country (Cayman
    Islands).

41. Turning next to foreign investment held in MSV LP through the
    Columbia Funds, Petitioners assert that foreign investors hold 45.28
    percent of the equity in CCEP III Cayman and 1.56 percent of the
    equity in CCEP III QP.[^106] As noted, CCEP III Cayman holds
    directly 1.54 percent of the equity and 4.80 percent of the voting
    interests in SkyTerra. CCEP III QP holds directly 2.80 percent of
    the equity and 8.74 percent of the voting interests in SkyTerra. We
    therefore calculate that foreign investors hold indirectly in
    SkyTerra a 0.70 percent (1.54% x 45.28%) equity interest through
    CCEP III Cayman and a 0.04 percent (2.80% x 1.56%) equity interest
    through CCEP III QP. These interests represent a 0.70 percent
    indirect equity interest in MSV LP (0.70% x 99.29%) held through
    CCEP III Cayman and a 0.04 percent indirect equity interest in MSV
    LP (0.04% x 99.29%) held through CCEP III QP. Consistent with our
    foreign ownership case precedent, we also calculate for the foreign
    investors of CCEP III Cayman and CCEP III QP a voting interest of
    2.17 percent (4.80% x 45.28%) and 0.14 percent (8.74% x 1.56%),
    respectively, in SkyTerra. These interests represent a 2.17 percent
    indirect voting interest in MSV LP (2.17% x 100%) held through CCEP
    III Cayman and a 0.14 percent indirect voting interest in MSV LP
    (0.14% x 100%) held through CCEP III QP. Accordingly, we attribute
    to the foreign investors of the Columbia Funds an indirect,
    aggregate 0.74 percent equity and 2.31percent voting interest in MSV
    LP.[^107] Based on the information submitted by Petitioners, we find
    that all of these equity and voting interests are properly ascribed
    to WTO Member countries.[^108]

42. [Foreign Equity and Voting Interests Held Through the Spectrum
    Funds]{.underline}: The Spectrum Funds are Spectrum Equity Investors
    IV, L.P. ("Spectrum IV"), Spectrum Equity Investors Parallel IV,
    L.P. ("Spectrum Parallel IV"), and Spectrum Equity IV Investment
    Managers, L.P. ("Spectrum IV Managers").[^109] The Spectrum Funds
    hold collectively 0.71 percent of the equity interests and 2.24
    percent of the voting interests in SkyTerra.[^110] Each of the
    Spectrum Funds is organized as a Delaware limited partnership and is
    ultimately controlled by individuals that are citizens of the United
    States.[^111]

43. Petitioners represent that foreign individuals and entities hold
    19.99 percent of the equity investment in Spectrum IV and 2.07
    percent of the equity investment in Spectrum Parallel IV. Spectrum
    IV holds 0.70 percent equity and 2.20 percent voting interest in
    SkyTerra, and Spectrum Parallel IV holds no equity and 0.01 percent
    voting interest in SkyTerra. Accordingly, based upon the record, we
    find that foreign investors hold 0.14 percent of the equity (0.70% x
    19.99%) and 0.44 percent of the voting (2.20% x 19.99%) interests in
    SkyTerra through Spectrum IV,[^112] and hold no equity (0.00% x
    2.07%) or voting (0.01% x 2.07%) interest in SkyTerra through
    Spectrum Parallel IV. The interests held by foreign investors in
    Spectrum IV amount to a 0.14 percent indirect equity (0.14% x
    99.29%) and a 0.44 percent indirect voting (0.44% x 100%) interest
    in MSV LP.[^113] Petitioners represent that all of the foreign
    investment in the Spectrum Funds is attributable to WTO Member
    countries. [^114] We accept this representation**,** and we find
    that the indirect foreign investment of the Spectrum Funds in MSV LP
    is properly ascribed to WTO Member countries.

44. [Foreign Equity and Voting Interests Held Through BCE:]{.underline}
    According to Petitioners, BCE, Inc. (BCE) holds 20.68 percent of
    SkyTerra's equity interests and no voting interests.[^115] BCE is a
    publicly-traded corporation organized under the laws of Canada. In
    2001, the International Bureau, under delegated authority,
    authorized MSV "to be owned indirectly by TMI and/or BCE, Inc. and
    their Canadian shareholders in an amount up to and including an
    equity and/or voting interest of 40%."[^116] BCE's 20.68 percent
    direct equity interest in SkyTerra represents a 20.53 percent
    indirect equity interest in MSV LP (20.68% x 99.29%). We find that
    this equity interest falls within the parameters of the 2001 ruling.
    With regard to BCE's shareholders, however, Petitioners state that
    as of December 31, 2006, non-U.S., non-Canadian investors from WTO
    Member countries held 0.10 percent of the equity and voting
    interests in BCE.[^117] We find that these non-U.S., non-Canadian
    investors hold indirectly a 0.02 percent (0.10% x 20.68%) equity
    interest in SkyTerra, and a 0.02 percent (0.02% x 99.29%) equity
    interest in MSV LP through SkyTerra.[^118] We are unable to
    determine, however, the citizenship or principal places of business
    of BCE's non-U.S., non-Canadian shareholders given the limited
    amount of information provided by the Petitioners. [^119]
    Accordingly, in accordance with our policies, we treat this
    investment as non-WTO Member country investment.

45. [Foreign Equity and Voting Interests Through Motient Venture
    Holdings/TerreStar Corporation]{.underline}: Motient Venture
    Holdings, Inc. (Motient Venture Holdings) holds 41.48 percent of
    SkyTerra's equity interests and no voting interests.[^120] Motient
    Venture Holdings is a wholly-owned subsidiary of TerreStar
    Corporation (TerreStar) (formerly Motient Corporation).[^121]
    According to Petitioners, foreign individuals and entities account
    for 56.26 percent of the equity investment in TerreStar.[^122] We
    therefore calculate that foreign investors hold indirectly a 23.34
    percent equity interest in SkyTerra through their shareholdings in
    TerreStar (56.26% x 41.48%), which amounts to an indirect 23.17
    percent equity interest in MSV LP (23.34% x 99.29%). Based on
    submissions made by Petitioners, we find that 18.72 percent of this
    equity is properly treated as investment from WTO Member countries,
    with the remaining 4.45% treated as investment from non-WTO Member
    countries.[^123] Petitioners note that these foreign ownership
    calculations for TerreStar do not include the foreign ownership
    interests held through Harbinger Master Fund Cayman as a result of
    foreign investment in that fund's controlling shareholder, the
    Offshore Fund.[^124] Petitioners request specific approval for the
    non-U.S., WTO investors holding interests in MSV LP through the
    Offshore Fund's indirect interest in TerreStar.[^125] Based on the
    information submitted by Petitioners, we calculate that non-U.S.,
    WTO investors in Offshore Fund hold indirectly a 22.70 percent
    equity interest in TerreStar.[^126] This amount represents a 9.42
    percent (22.70% x 41.48%) indirect equity interest in SkyTerra and,
    in turn, a 9.35 percent (9.42% x 99.29%) indirect equity interest in
    MSV LP. We calculate that non-WTO investors in Offshore Fund hold
    indirectly a 0.12 percent equity interest in TerreStar.[^127] This
    amount represents a 0.05 percent (0.12% x 41.48%) indirect equity
    interest in SkyTerra and, in turn, a 0.05 percent (0.05% x 99.29%)
    indirect equity interest in MSV LP. We include this amount in our
    calculation of total non-WTO equity investment in MSV LP.

46. While we have accepted Petitioners' representations as to the
    citizenship and principal places of business of TerreStar's
    shareholders, we are concerned about the quality of information made
    available to the Commission with respect to the foreign ownership of
    TerreStar, with the exception of the Harbinger Funds for which we
    have more complete information. We will treat any future investment
    by TerreStar in SkyTerra and, in turn, in MSV LP, as unidentified
    foreign investment unless and until we are provided with information
    to demonstrate that TerreStar's shareholdings in SkyTerra are
    properly ascribed to the United States or other WTO Member
    countries.[^128] We also caution TerreStar that, as a significant
    stakeholder in SkyTerra and, in turn, in MSV, a Commission licensee
    subject to section 310(b) of the Act, TerreStar should have internal
    procedures in place to monitor the citizenship and principal places
    of business of investors acquiring its shares in public
    markets.[^129]

47. [Equity and Voting Interests Held By Other Non-U.S. SkyTerra
    Shareholders and Other Limited Partners of MSV LP]{.underline}:
    Other non-U.S. shareholders of SkyTerra hold 1.77 percent and 5.53
    percent of its equity and voting interests, respectively.[^130] We
    therefore calculate that these other non-U.S. SkyTerra shareholders
    hold indirectly a 1.76 percent equity interest (1.77% x 99.29%) and
    5.53 percent voting interest (5.53% x 100%) in MSV LP. Limited
    partners of MSV LP other than SkyTerra, which are not named for the
    record, hold 0.71 percent of MSV LP's equity interests.[^131] We
    find that there is not adequate information in the record to
    determine the citizenship of the other non-U.S. SkyTerra
    shareholders or other limited partners of MSV LP, and we therefore
    ascribe these interests to non-WTO Member countries.

48. [Summary of Findings]{.underline}. In summary, based on the
    information submitted by Petitioners with respect to the foreign
    ownership of MSV LP, we find that the total indirect foreign equity
    and voting interests held in MSV LP *by* SkyTerra shareholders for
    which Petitioners seek approval under section 310(b)(4) are 7.52
    percent and 22.84 percent, respectively.[^132] We find that all of
    these SkyTerra shareholders have their principal places of business
    in WTO Member countries. We also find that the total indirect
    foreign equity and voting interests held in MSV LP *through* certain
    SkyTerra shareholders for which Petitioners seek approval is 25.28
    percent and 21.72 percent, respectively. Of this amount, we find
    that 0.02 percent of the equity interests are attributable to
    non-U.S., non-Canadian shareholders of BCE for which we do not have
    adequate information as to their citizenship or principal places of
    business. We therefore treat this 0.02 equity percent indirect
    equity interest in MSV LP as non-WTO investment. Further, we find
    that other investors from non-WTO Member countries (including other
    unidentified investors) hold indirectly an aggregate 7.47 percent
    and 7.79 percent of MSV LP's equity and voting interests,
    respectively. These other non-WTO equity and voting interests in MSV
    LP are attributable to (1) unidentified investors in Former MSV
    Investor I (0.41 percent equity and 1.28 percent voting
    interests); (2) unidentified investors in Former MSV Investor III
    (0.07 percent equity and 0.21 percent voting interests); (3)
    Bahamian investors in the Offshore Fund, through Harbinger Master
    Fund Cayman (0.02 percent equity and 0.06 percent voting
    interests); (4) shareholders of TerreStar (4.45 percent equity
    interest); (5) Bahamian investors in the Offshore Fund, through
    Harbinger Master Fund Cayman's investment in TerreStar (0.05 percent
    equity interest); (6) Other non-U.S. SkyTerra shareholders (1.76
    percent equity and 5.53 percent voting interests); and (7) Other
    limited partners of MSV LP (0.71 percent equity and voting
    interests). Additionally, we find that the indirect voting interest
    held in MSV LP by BRH Holdings GP, Ltd. is 29.84 percent and
    properly ascribed to a WTO Member country.

**STATEMENT OF COMMISSIONER**

**MICHAEL J. COPPS, CONCURRING**

 

Re:       *Mobile Satellite Ventures Subsidiary LLC and SkyTerra
Communications, Inc. Petition for Declaratory Ruling Under Section
310(b) of the Communications Act of 1934, as amended; Harbinger Capital
Partners Master Fund I, Ltd. and Harbinger Capital Partners Special
Solutions Fund, L.P. Petition for Expedited Action Under Section 310(b)
of the Communications Act of 1934, as amended,* Order and Declaratory
Ruling

Today's decision authorizes, on an interim and permanent basis, certain
shifts in the ownership structure of a company holding U.S. common
carrier satellite licenses. The net result is that a different mixture
of private equity funds will control the company. While I have no reason
to believe that this latest group of owners will operate the company any
differently than the present owners, I concur in today's decision---as I
have in prior satellite transactions involving private equity
firms---because the Commission still has not conducted a comprehensive
investigation into the effects of private equity investment on
Commission licensees.

[^1]: 47 U.S.C. § 310(b)(4). Mobile Satellite Ventures Subsidiary LLC
    and SkyTerra Communications, Inc., Petition for Declaratory Ruling
    under Section 310 of the Communications Act, as Amended, File No.
    ISP-PDR-20070314-00004 (filed March 14, 2007) (MSV/SkyTerra
    Petition), amended by Letter from Tom W. Davidson, Counsel for
    SkyTerra, and Bruce Jacobs, Counsel for Mobile Satellite Ventures
    Subsidiary LLC (MSV), to Marlene H. Dortch, Secretary, Federal
    Communications Commission (FCC) (dated Oct. 5, 2007) (October 5,
    2007 Letter); Letter from Tom W. Davidson, Counsel for SkyTerra, to
    Marlene H. Dortch, Secretary, FCC (dated Nov. 6, 2007) (November 6,
    2007 Letter); Letter from Tom W. Davidson, Counsel for SkyTerra, to
    Marlene H. Dortch, Secretary, FCC (dated Nov. 26, 2007) (November
    26, 2007 Letter). *See also* Letter from Tom W. Davidson and Karen
    Milne, Counsel for SkyTerra, and Bruce Jacobs and Clifford M.
    Harrington, Counsel for MSV, to Marlene H. Dortch, Secretary, FCC
    (dated Jan. 25, 2008) (January 25, 2008 Letter); Letter from Tom W.
    Davidson, Counsel for SkyTerra, to Marlene H. Dortch, Secretary, FCC
    (dated Jan. 29, 2008) (January 29, 2008 Letter).

[^2]: Harbinger Capital Partners Master Fund I, Ltd. and Harbinger
    Capital Partners Special Situations Fund, L.P., Amended Petition for
    Expedited Action for Declaratory Ruling under Section 310(b) of the
    Communications Act, as amended, File No. ISP-PDR-20080111-00001
    (Petition for Interim Authority). The Petition for Interim
    Authority, originally filed January 11, 2008, was amended twice to
    update and correct information contained in the original petition.
    The third and final amendment, filed on January 17, 2008, was
    jointly signed by Harbinger Capital Partners Master Fund I, Ltd.,
    Harbinger Capital Partners Special Situations Fund, L.P., SkyTerra
    Communications, Inc., and Mobile Satellite Ventures Subsidiary LLC
    (January 17, 2008). This is the version of the Petition for Interim
    Authority we grant in this *Order and Declaratory Ruling*.

[^3]: *See* Harbinger Capital Partners Master Fund I, Ltd. and Harbinger
    Capital Partners Special Situations Fund, L.P., Petition for
    Declaratory Ruling Under Section 310(b) of the Communications Act of
    1934, as amended, File No. ISP-PDR-20080129-00002 (Petition for
    Permanent Authority).

[^4]: In 1989, the Commission licensed MSV to operate a U.S. Mobile
    Satellite Service (MSS) in the L band. Amendment of Parts 2, 22 and
    25 of the Commission's Rules to Allocate Spectrum for and to
    Establish Other Rules and Policies Pertaining to the Use of Radio
    Frequencies in a Land Mobile Satellite Service for the Provision of
    Various Common Carrier Services, Hughes Communications Mobile
    Satellite, Inc., *et al.*, Gen. Docket No. 84-1234**,** *Memorandum
    Opinion, Order and Authorization*, FCC 89-183**,** 4 FCC Rcd 6041
    (1989), *remanded by Aeronautical Radio, Inc. v. FCC*, 928 F.2d 428
    (D.C. Cir. 1991), *Final Decision on Remand*, 7 FCC Rcd 266 (1992),
    *aff'd, Aeronautical Radio, Inc. v. FCC*, 983 F.2d 275 (D.C. Cir.
    1993); *see also AMSC Subsidiary Corporation,* *Memorandum Opinion
    and Order*, FCC 93-243**,** 8 FCC Rcd 4040 (1993). The "L-band" is a
    general designation for frequencies from 1 to 2 GHz. In the United
    States, the Commission has allocated L-band spectrum for MSS
    downlinks (space to Earth transmissions) in the 1525-1544 MHz and
    1545-1559 MHz bands and for MSS uplinks (Earth to space
    transmissions) in the 1626.5-1645.5 MHz and 1646.5-1660.5 MHz bands.
    *See* 47 C.F.R. § 2.106.

[^5]: *See* MSV/SkyTerra Petition at 3.

[^6]: *Motient Corporation and Subsidiaries, Transferors, and SkyTerra
    Communications, Inc., Transferee, Application for Authority to
    Transfer Control of Mobile Satellite Ventures Subsidiary LLC*, WC
    Docket No. 06-106, Memorandum Opinion and Order and Declaratory
    Ruling, DA 06-1872**,** 21 FCC Rcd 10198 (WTB, OET, Int'l Bur. 2006)
    (*2006 MSV Order*). The transfer of control of MSV to SkyTerra was
    consummated on September 26, 2006. *See* Letter from Tom W.
    Davidson, Counsel for SkyTerra, to Marlene H. Dortch, Secretary, FCC
    (dated Sept. 26, 2006). Motient Corporation subsequently changed its
    name to TerreStar Corporation. *See* November 6, 2007 Letter.

[^7]: In the *2006 MSV Order* the Bureau issued a declaratory ruling
    permitting MSV to be owned directly by (1) TMI and/or its parent
    corporation, BCE, Inc. and their Canadian shareholders, up to and
    including a 40% equity and/or voting interest, and (2) the Apollo
    Funds and their foreign limited partners and members, up to and
    including a 2.15% equity interest and a 3.74% voting interest. The
    declaratory ruling also authorized MSV to accept up to and including
    an additional aggregate 25% indirect foreign equity and/or voting
    interest from these foreign investors and other foreign investors
    subject to certain conditions. *See* *2006 MSV Order*, 21 FCC Rcd at
    10218 ¶ 46.

[^8]: *See* Letter from Henry Goldberg, Counsel for Motient Corporation,
    to Marlene H. Dortch, Secretary, FCC, at 2 (dated Aug. 24, 2006).

[^9]: *See* Public Notice, Report No. TEL-01141NS (rel. April 27, 2007).

[^10]: The Department of Justice, the Federal Bureau of Investigation,
    and the Department of Homeland Security did not submit comments on
    the MSV/SkyTerra Petition.

[^11]: *See* *supra* note 1.

[^12]: *See supra* note 2.

[^13]: *De jure* and *de facto* control are defined in *Intermountain
    Microwave*, 12 FCC 2d 559 (1963) and the International Bureau's
    *Foreign Ownership Guidelines*, 19 FCC Rcd 22612, 22632-634 (Int'l.
    Bur. 2004), as amended by erratum, 21 FCC Rcd 6484 (Int'l Bur.
    2006).

[^14]: *See* Petition for Permanent Authority.

[^15]: *See* Petition for Interim Authority at 13; Petition for
    Permanent Authority at 3.

[^16]: Pursuant to additional transactions after the release of the
    *2006 MSV Order,* SkyTerra now holds 99.29% of MSV LP's equity and
    100% of MSV GP's equity and voting interests. *See* January 25
    Letter at 2, Attachment A.

[^17]: *Id.* at Attachment A.

[^18]: *Id.*.

[^19]: *See id*. at 3, Attachments 7(a) and 8(a). These SkyTerra
    shareholders are: (1) Apollo Overseas Partners, L.P.; (2) Harbinger
    Capital Partners Master Fund I, Ltd.; (3) the Former MSV Investor I;
    and (4) Columbia Capital Equity Partners III (Cayman), L.P.

[^20]: *Id.* at 3, Attachments 7(b) and 8(b). These SkyTerra
    shareholders are: (1) the Apollo Funds; (2) the Harbinger Funds; (3)
    the Columbia Funds; (4) the Spectrum Funds; (5) BCE, Inc.; and (6)
    TerreStar Corporation, through its wholly-owned subsidiary Motient
    Venture Holdings, Inc.

[^21]: *Id*. at 3.

[^22]: *Id.* According to the Petitioners, the foreign ownership of MSV
    by BCE, Inc. is within the range previously approved by the
    Commission in the *2006 MSV Order*. January 25, 2008 Letter at 3,
    n.8 (citing *2006 MSV Order,* 21 FCC Rcd 10198).

[^23]: 47 U.S.C. § 310(b)(4); *Rules and Policies on Foreign
    Participation Order in the U.S. Telecommunications Market*, IB
    Docket Nos. 97-142, 95-22**,** Report and Order and Order on
    Reconsideration, FCC 97-398, 12 FCC Rcd 23891 (1997) (*Foreign
    Participation Order*), Order on Reconsideration, FCC 00-339, 15 FCC
    Rcd 18158 (2000).

[^24]: The Commission considers national security, law enforcement,
    foreign policy, and trade policy concerns when analyzing foreign
    investment pursuant to sections 310(b)(4) and 310(d). *Foreign
    Participation Order*, 12 FCC Rcd at 23918-21 ¶¶ 59-66. As noted in
    n.10, *supra,* the Department of Justice, the Federal Bureau of
    Investigation, and the Department of Homeland Security did not
    submit comments on the instant petition. Grant of the transfer of
    control applications in the *2006 MSV Order* is conditioned on
    SkyTerra's compliance with the commitments and undertakings
    contained in the Executive Branch Agreement attached to that Order.
    *See 2006 MSV Order*, 21 FCC Rcd at 10201**-**202 ¶ 9, 10218**-**219
    ¶¶ 47-49, and 10219**-**220 ¶ 52.

[^25]: Section 310(a) of the Act prohibits any radio license from being
    "granted to or held by" a foreign government or its representative.
    47 U.S.C. § 310(a). In this case, no foreign government or its
    representative holds any of the radio licenses. Section
    310(b)(1)-(2) of the Act prohibits common carrier, broadcast and
    aeronautical fixed or aeronautical en route radio licenses from
    being "granted to or held by" aliens, or their representatives, or
    foreign corporations. 47 U.S.C. § 310(b)(1)-(2). We find that no
    alien, representative, or foreign corporation holds any of the
    common carrier licenses in this case. Accordingly, we find that the
    proposed transaction is not inconsistent with the foreign ownership
    provisions of section 310(a) or 310(b)(1)-(2) of the Act. *See
    Applications of VoiceStream Wireless Corp., Powertel, Inc.,
    Transferors, and Deutsche Telekom AG, Transferee,* IB Docket No.
    00-187, Memorandum Opinion and Order, 16 FCC Rcd 9779, 9804-9809 ¶¶
    38-48. Additionally, because the foreign investment in MSV is held
    through a controlling U.S. parent company, MSV LP**,** the proposed
    transaction does not trigger section 310(b)(3) of the Act, which
    places a 20% limit on alien, foreign corporate or foreign government
    ownership of entities that themselves hold common carrier, broadcast
    and aeronautical fixed or aeronautical en route Title III licenses.
    *Compare* 47 U.S.C. § 310(b)(3) *with* § 310(b)(4). *See Request for
    Declaratory Ruling Concerning the Citizenship Requirements of
    Sections 310(b)(3) and (4) of the Communications Act of 1934, as
    amended,* Declaratory Ruling, 103 F.C.C. 2d 511 (1985) (*Wilner &
    Scheiner I*), *recon. in part*, 1 FCC Rcd 12 (1986).

[^26]: 47 U.S.C. § 310(b)(4).

[^27]: *See BBC License Subsidiary L.P.,* Memorandum Opinion and Order,
    10 FCC Rcd 10968, 10973 ¶ 22 (1995) (*BBC License Subsidiary*).

[^28]: *See id.* at 10972 ¶ 20, 10973-74 ¶¶ 22-25.

[^29]: *See id.* at 10973-74 ¶ 25.

[^30]: 47 U.S.C. § 310(b)(4).

[^31]: *See* *Foreign Participation Order*, 12 FCC Rcd at 23896, 23913
    ¶¶ 9, 50, 111-112.

[^32]: *Id*.

[^33]: To determine a foreign entity's home market for purposes of the
    public interest determination under section 310(b)(4), the
    Commission will identify and balance the following factors: (1) the
    country of a foreign entity's incorporation, organization, or
    charter; (2) the nationality of all investment principals, officers,
    and directors; (3) the country in which the world headquarters is
    located; (4) the country in which the majority of the tangible
    property, including production, transmission, billing, information,
    and control facilities, is located; and (5) the country from which
    the foreign entity derives the greatest sales and revenues from its
    operations. *Foreign Participation Order*, 12 FCC Rcd at 23941 ¶ 116
    (citing *Market Entry and Regulation of Foreign-Affiliated
    Entities*, Report and Order, 11 FCC Rcd 3873, 3951 ¶ 207 (1995)).

[^34]: The charts in paragraph 3 of Appendix B summarize the
    MSV/SkyTerra request with respect to the equity and voting interests
    of the various SkyTerra funds. This aggregated information is based
    upon more detailed information filed by MSV and SkyTerra to support
    their request, including Excel charts containing the granular
    information needed to confirm the Petitioners' calculations in the
    charts in Appendix B. In addition, the Petitioners provided the
    citizenship/principal place of business information for the
    foreign-organized SkyTerra shareholders and for the foreign owners
    of the SkyTerra shareholders. We view the information provided by
    MSV and SkyTerra in this proceeding as particularly useful, and we
    encourage other applicants to provide similarly detailed information
    to facilitate review of such petitions.

[^35]: *See supra* ¶ 12.

[^36]: *See Foreign Participation Order,* 12 FCC Rcd at 23896, 23913 ¶¶
    9, 50, 111-112.

[^37]: The calculations of MSV's indirect foreign ownership and the
    ruling issued in this order are based on information filed by
    Petitioners as of January 25, 2008. Petitioners have notified the
    Commission that, since that date, Harbinger Capital Partners Fund I,
    L.P. (Harbinger Partners) has purchased voting and non-voting shares
    of SkyTerra stock. *See* Letter from Tom W. Davidson and Karen
    Milne, Counsel for SkyTerra, to Marlene H. Dortch, Secretary, FCC
    (dated Feb. 27, 2008) (February 27, 2008 Letter). Petitioners state
    it is their understanding that Harbinger Partners -- which is
    distinct from the Harbinger Funds referenced in this *Order and
    Declaratory Ruling* -- is owned, organized and controlled 100%
    domestically. According to Petitioners, Harbinger Partners'
    acquisition of SkyTerra non-voting stock reduced the total amount of
    foreign equity in SkyTerra and had no effect on foreign voting in
    SkyTerra. Harbinger Partners acquired SkyTerra voting stock on the
    open market. SkyTerra states that, as a result, it cannot determine
    whether Harbinger Partners purchased the voting shares from U.S. or
    foreign SkyTerra shareholders. Even assuming, however, that
    Harbinger Partners acquired the voting shares from U.S. individuals
    or entities, Petitioners note that the share purchase would have no
    effect on the foreign ownership of SkyTerra or MSV. Given that the
    new Harbinger investment reduced MSV's indirect foreign equity
    interests and did not result in any increase in its indirect foreign
    voting interests, we base our analysis and ruling on the ownership
    information provided to us by SkyTerra as of January 25, 2008.

[^38]: In addition to approval for the ownership in MSV by the Harbinger
    Funds pursuant to the grant of the MSV/SkyTerra Petition, we have
    separately granted interim authority in this *Order and Declaratory
    Ruling* for Harbinger Petitioners to increase their ownership in
    MSV, not to exceed 49.99 percent equity interest and 49.99 voting
    interest, subject to and without prejudice to any action the
    Commission may take on the separate Harbinger Funds petition
    requesting a declaratory ruling under section 310(b)(4) for
    permanent authority. *See infra* ¶¶ 17-19.

[^39]: *Verizon Communications, Inc., Transferor and America Movil,
    S.A., DE C.V., Transferee, Application for Authority to Transfer
    Control of Telecomunicaciones de Puerto Rico, Inc. (TELPRI)*, WT
    Docket No. 06-113, Memorandum Opinion and Order and Declaratory
    Ruling, FCC 07-43, 22 FCC Rcd 6195, 6225 ¶ 68 (2007).

[^40]: *See* Petition for Interim Authority at 10.

[^41]: *Id*.

[^42]: *See* Petition for Interim Authority at 12. *See also infra*
    Appendix B, ¶¶ 9-14.

[^43]: *Foreign Participation Order*, 12 FCC Rcd 23891.

[^44]: We caution the Harbinger Petitioners that they are required to
    seek and obtain prior Commission approval before the Harbinger
    Funds, and any common-controlled funds, obtain any level of
    shareholdings or other rights in SkyTerra sufficient to confer on
    them, as a group, *de jure* or *de facto* control of MSV and
    SkyTerra. Our grant of the Petition for Interim Authority should not
    be construed as approving any such transfer of control to the
    Harbinger Funds.

[^45]: In that regard, we are unaware of a prior decision in which the
    Commission has addressed a petition filed by an investor seeking a
    foreign ownership ruling under section 310(b)(4) of the Act.

[^46]: The methodology that we use to calculate foreign equity and
    voting interests in common carrier licensees under section 310(b) of
    the Act is explained in the *Foreign Ownership Guidelines*, 19 FCC
    Rcd 22612, 22624-22631 (Int'l Bur. 2004). We recommend the use of
    the ownership charts in Appendix A as a roadmap for our section
    310(b)(4) analysis of the foreign ownership interests held in MSV
    LP, the U.S. parent company of common carrier licensee MSV.

[^47]: Petitioners do not request specific approval for limited partners
    that hold the remaining 0.71% equity interest in MSV LP. Petitioners
    request approval for MSV LP's foreign ownership by and through
    certain shareholders of SkyTerra.

[^48]: The "by" SkyTerra shareholders are (1) Apollo Overseas Partners
    IV, L.P.; (2) Harbinger Capital Partners Master Fund I, Ltd.; (3)
    Columbia Capital Equity Partners III (Cayman), L.P.; and (4) Former
    MSV Minority Investor I. The "through" SkyTerra shareholders are (1)
    the Apollo Funds (Apollo Investment Fund IV, L.P., Apollo Overseas
    Partners IV, L.P., AP/RM Acquisition LLC, AIF IV/RRR LLC; and
    ST/RRRR LLC); (2) the Harbinger Funds (Harbinger Capital Partners
    Masters Fund I, Ltd. and Harbinger Capital Partners Special Fund,
    L.P.); (3) Columbia Capital Equity Partners III (QP), L.P. and
    Columbia Capital Equity Partners III (Cayman), L.P.; (3) Spectrum
    Equity Investors IV, L.P. and Spectrum Equity Investors Parallel IV,
    L.P.; (5) BCE, Inc.; and (6) TerreStar Corporation, through its
    wholly-owned subsidiary Motient Venture Holdings, Inc. The specific
    foreign ownership interests for which Petitioners request approval
    are listed in the charts in ¶ 3**.**

[^49]: *See* January 25, 2008 Letter, Attachments A, 7(a). The
    percentage of equity and voting interests held directly in SkyTerra
    by its foreign shareholders is also illustrated in this Order in
    Appendix A, Attachment 2.

[^50]: *See* January 25, 2008 Letter, Attachments A, 7(b). The
    percentage of foreign equity and voting interests held indirectly in
    SkyTerra through its shareholders is also illustrated in this Order
    in Appendix A, Attachment 3.

[^51]: *See* January 25, 2008 Letter, Attachments 8(a) and 8(b).

[^52]: This chart does not reflect the 29.84% foreign voting interest
    attributed to BRH Holdings GP, Ltd., a Cayman Islands company
    through which the Apollo Fund principals hold their controlling
    interests in the Funds. Following a reorganization of the Apollo
    Funds, Petitioners amended their initial request for declaratory
    ruling to include approval for BRH Holdings GP, Ltd. to hold up to
    and including a 29.84% voting interest in MSV LP (the aggregate
    voting interest held by the Apollo Funds in SkyTerra, and, in turn,
    in MSV LP). *See* January 25, 2008 Letter at 3; January 29, 2008
    Letter (providing a revised organizational chart of the Apollo
    Funds).

[^53]: The calculations of MSV's indirect foreign ownership and the
    ruling issued in this order are based on information filed by
    Petitioners as of January 25, 2008. Petitioners have notified the
    Commission that, since that date, Harbinger Capital Partners Fund I,
    L.P. (Harbinger Partners) has purchased voting and non-voting shares
    of SkyTerra stock. *See* Letter from Tom W. Davidson and Karen
    Milne, Counsel for SkyTerra, to Marlene H. Dortch, Secretary, FCC
    (dated Feb. 27, 2008) (February 27, 2008 Letter). Petitioners state
    it is their understanding that Harbinger Partners is owned,
    organized and controlled 100% domestically. According to
    Petitioners, Harbinger Partners' acquisition of SkyTerra non-voting
    stock reduced the total amount of foreign equity in SkyTerra and had
    no effect on foreign voting in SkyTerra. Harbinger Partners acquired
    SkyTerra voting stock on the open market. SkyTerra states that, as a
    result, it cannot determine whether Harbinger Partners purchased the
    voting shares from U.S. or foreign SkyTerra shareholders. Even
    assuming, however, that Harbinger Partners acquired the voting
    shares from U.S. individuals or entities, Petitioners note that the
    share purchase would have no effect on the foreign ownership of
    SkyTerra or MSV. Given that the new Harbinger investment reduced
    MSV's indirect foreign equity interests and did not result in any
    increase in its indirect foreign voting interests, we base our
    analysis and ruling on the ownership information provided to us by
    SkyTerra as of January 25, 2008.

[^54]: AIF IV holds a 12.45% equity and a 23.40% voting interest in
    SkyTerra. The remainder of the equity and voting interests in
    SkyTerra are as follows: Apollo Overseas Partners (0.63% equity and
    1.20% voting); AIF IV/RRR LLC (1.25% equity and 2.99% voting); AP/RM
    Acquisition LLC (0.44% voting and 1.38% voting); and ST/RRRR LLC
    (0.56% equity and 0.87% voting). *See* January 25, 2008 Letter,
    Attachment 7(a).

[^55]: *See* January 25, 2008 Letter, Attachment A.

[^56]: *See* January 25, 2008 Letter, Attachment 7(a). *See also* WC
    Docket No. 06-106, Letter from Tom Davidson, Counsel for SkyTerra
    Communications, Inc. to Marlene Dortch, Secretary, FCC, dated August
    22, 2006 (August 22, 2006 Letter) at 1-2; WC Docket No. 06-106,
    Letter from Tom Davidson, Counsel for SkyTerra Communications, Inc.
    and Henry Goldberg, Counsel for Motient Corporation, to Marlene
    Dortch, Secretary, FCC, dated August 31, 2006 (August 31, 2006
    Letter).

[^57]: *See* October 5, 2007 Letter, n.1.

[^58]: *See* January 29, 2008 Letter that provides an organizational
    chart of the Apollo Funds. *See also* October 5, 2007 Letter at 5,
    n.2., Attachment 3. Since the *2006 MSV Order*, the control
    structure of the Apollo Funds has changed as a result of a
    reorganization (Apollo Reorganization). Prior to the Apollo
    Reorganization, Mr. Leon Black indirectly controlled the Apollo
    Funds. Control of the Apollo Funds is now exercised equally by
    Apollo principals Leon Black, Marc Rowan, and Joshua Harris.
    Additional intermediate entities, including BRH Holdings GP, Ltd.,
    have been inserted into the chain of ownership of the Apollo Funds.

[^59]: *See* January 25, 2008 Letter, Attachments A, 8(a).

[^60]: As noted, BRH Holdings GP, Ltd. is the only foreign-organized
    entity in the Apollo vertical ownership chain. *See* ¶ 5.

[^61]: Apollo Advisors IV, L.P. holds 0.05% of the equity interests in
    Apollo Overseas Partners. *See* November 6, 2007 Letter, Attachment
    2. Apollo Advisers IV L.P.'s limited partners hold 100 percent of
    its equity interests, and all of its limited partners are U.S.
    citizens. *See* January 29, 2008 Letter (Apollo organizational
    chart) and August 31, 2006 Letter at 2. Apollo Overseas Partners'
    remaining equity is held by limited partners comprised of (1)
    non-U.S. banks, pension/employee benefit plans, insurance companies
    organized in France and the Cayman Islands (39.07%); (2) non-U.S.
    foundations/endowment/trusts organized in the British Virgin Islands
    and Cayman Islands (40.91%); (3) other institutional investors
    organized in, and with a principal place of business in, the United
    States (0.22%); and (4) other institutional investors with a
    principal place of business in the Netherlands, British Virgin
    Islands, and Cayman Islands (19.75%). *See* November 6, 2007 Letter,
    Attachment 2.

[^62]: *See Cable & Wireless USA, Inc.*, *Application for Authority to
    Operate as a Facilities-Based Carrier in Accordance with the
    Provisions of Section 63.18(e) of the Rules Between the United
    States and Bermuda,* Order, Authorization and Certificate, 15 FCC
    Rcd 3050, 3052 (Int'l Bur. 2000); *Bell Atlantic New Zealand
    Holdings, Inc. and Pacific Telecom, Inc., Transferee,* Order and
    Authorization, DA 03-3563, 18 FCC Rcd 23140, ¶ 25, n.80 (Int'l Bur.,
    WCB, WTB 2003) (relying on an opinion provided by the U.S.
    Department of State to conclude that the 1994 Marrakesh Agreement
    Establishing the World Trade Organization applies to the United
    Kingdom's overseas territories, including the Cayman Islands).

[^63]: All of the Apollo Funds share the same control structure. *See
    supra* ¶ 5. Petitioners provide information to demonstrate that all
    of the economic interests in the remaining Apollo Funds are
    attributable to the United States and other WTO Member countries.
    *See* November 6, 2007 Letter, Attachment 2. *See also infra* ¶ 8.

[^64]: *See* January 25, 2008 Letter, Attachment 7(b).

[^65]: *See* January 25, 2008 Letter, Attachment 8(b). We calculate the
    foreign equity and foreign voting interests held in SkyTerra through
    each of these funds as follows: Apollo Overseas Partners holds a
    0.63% equity interest and a 1.20% voting interest in SkyTerra and
    foreign individuals and entities hold an aggregate 99.73% equity and
    voting interest in Apollo Overseas Partners. Therefore, the foreign
    equity interest is 0.63% (0.63% x 99.73%) and the foreign voting
    interest is 1.20% (1.20% x 99.73%). AIF IV holds a 12.45% equity
    interest and a 23.40% voting interest in SkyTerra and foreign
    individuals and entities hold an aggregate 2.12% equity and voting
    interest in AIF IV which calculates to a 0.26% foreign equity
    interest (12.45% x 2.12%) and a 0.50% foreign voting interest
    (23.40% x 2.12%) in AIF IV. AP/RM Acquisition LLC holds a 0.44%
    equity interest and a 1.38% voting interest in SkyTerra and foreign
    individuals and entities hold an aggregate 5.09% equity and voting
    interest in AIF IV. Therefore, the foreign equity and foreign voting
    interests held in SkyTerra through AP/RM are 0.02% (0.44% x 5.09%)
    and 0.07% (1.38% x 5.09%), respectively. AIF IV/RRR LLC holds a
    1.25% equity interest and a 2.99% voting interest in SkyTerra and
    foreign individuals and entities hold an aggregate 0.07% equity and
    voting interest in AIF IV/RRR LLC, which calculates to a 0.00%
    foreign equity interest (1.25% x 0.07%) and a 0.00% foreign voting
    interest (2.99% x 0.07%) in AIF IV/RRR LLC. ST/RRRR LLC holds a
    0.56% equity interest and a 0.87% voting interest in SkyTerra and
    foreign individuals and entities hold an aggregate 0.22% equity and
    voting interest in ST/RRRR LLC, which calculates to a 0.00% foreign
    equity interest (0.56% x 0.22%) and a 0.00% foreign voting interest
    (0.87% x 0.22%) in ST/RRRR LLC. Thus, foreign individuals and
    entities hold an aggregate 0.91% equity interest and a 1.77% voting
    interest in SkyTerra through their direct equity and voting
    interests in these funds.

[^66]: We calculate the foreign equity interests in MSV LP by
    multiplying the foreign equity interest held through each fund in
    SkyTerra by 99.29%, which is SkyTerra's equity investment in MSV LP.
    The foreign voting interests are multiplied by 100%, which is
    SkyTerra's voting interest in MSV. Therefore, foreign investors of
    Apollo Overseas Partners hold an aggregate 0.63% equity (0.63% x
    99.29%) and 1.20% voting interest (1.21% x 100%) in MSV LP through
    SkyTerra. Foreign investors of AIF IV hold an aggregate 0.26% equity
    (0.26% x 99.28%) and 0.50% voting interest (0.50% x 100%) in MSV LP
    through SkyTerra. Finally, foreign investors of AP/RM Acquisition
    LLC hold a 0.02% equity (0.02% x 99.29%) and a 0.07% voting interest
    (0.07% x 100%) in MSV LP through SkyTerra. (As we calculated *supra*
    n.20, foreign investment in SkyTerra through AIF IV/RRR LLC and
    ST/RRRR LLC rounds to 0.00%.) Thus, the aggregate foreign equity
    interest is 0.91% and the aggregate foreign voting interest is
    1.77%.

[^67]: *See* November 6, 2007 Letter, Attachment 2. As discussed *supra*
    n.16, the foreign investors in Apollo Overseas Partners are
    institutional investors that have their principal places of business
    in France, the Cayman Islands, the British Virgin Islands, and the
    Netherlands. The foreign investors in AIF IV consist of
    institutional investors with their principal places of business in
    Luxembourg, the United Kingdom, Ireland, British Virgin Islands,
    Cayman Islands, the Netherlands and Guernsey. According to
    Petitioners, the sole foreign investor in AP/RM Acquisition LLC, AIF
    IV/RRR LLC, and ST/RRRR LLC is Apollo Overseas Partners, which is
    organized in the Cayman Islands and which we have found to have its
    principal place of business in the United States or the Cayman
    Islands. *See supra* ¶ 7.

[^68]: *See supra* ¶ 5.

[^69]: *See id*.

[^70]: *See* January 25, 2008 Letter, Attachment A.

[^71]: *See* January 25, 2008 Letter, Attachment 7(a).

[^72]: *See* January 25, 2008 Letter, Attachment 7(a).

[^73]: According to the Petitioners, the Offshore Fund holds 83.90% of
    the voting shares of Harbinger Master Fund Cayman. January 25, 2008
    Letter, Attachment 7(b)(Notes).

[^74]: *See* Petition, Attachment D. Harbinger Master Fund Cayman has a
    board of directors that has delegated broad investment management
    authority under an investment agreement to Harbinger Capital
    Partners Offshore Manager, LLC (Master Fund Manager), a Delaware
    limited liability company. The Master Fund Manager acts as
    investment manager for Harbinger Master Fund Cayman and makes
    investment decisions on its behalf pursuant to contractually
    delegated authority. *Id*. at 11, n.33.

[^75]: *See* Petition at 11, n.34.

[^76]: *See* January 25, 2008 Letter, Attachment 7(a).

[^77]: *Id.* at Attachment 8(a). As explained *supra* note 21, we
    calculate the foreign equity interest in MSV LP by multiplying the
    foreign equity interest held through each fund in SkyTerra by
    99.29%, which is SkyTerra's equity investment in MSV LP. The foreign
    voting interests are multiplied by 100%, which is SkyTerra's voting
    interest in MSV LP.

[^78]: Petition at 12, Attachment D; *see* October 5, 2007 Letter at 4,
    Attachment 1; November 26, 2007 Letter, n.1. *See supra* ¶ 9.

[^79]: *See infra* ¶ 13.

[^80]: *See supra* ¶ 9.

[^81]: October 5, 2007 Letter at 4.

[^82]: October 5, 2007 Letter, Attachment 1 at 4.

[^83]: The Offshore Fund is the Cayman Islands vehicle that holds 83.90
    percent of the equity and voting interests in Harbinger Master Fund
    Cayman. *See supra* note 28 and accompanying text. *See* *also*
    January 25, 2008 Letter, Attachment 7(b)(Notes). Because the
    Offshore Fund is foreign-organized, Petitioners treat as foreign all
    of the 83.90 percent equity and voting interests held by Offshore
    Fund in Harbinger Master Fund Cayman. *See* January 25, 2008 Letter,
    Attachment 7(b). At the same time, they note that a small portion
    (9.33%) of the Offshore Fund's own economic interests are held by
    U.S. investors. *See* Notes to the January 25, 2008 Letter,
    Attachment 7(b). They also calculate that non-WTO investors hold a
    *de minimis* portion (0.49%) of Offshore Fund's economic interests.
    Petitioners request approval for all the non-U.S., WTO individuals
    and entities holding interests in Offshore Fund. *Id*. We calculate
    these interests separately in paragraph 13.

[^84]: *See* January 25, 2008 Letter, Attachment 7(b). Cayman LP is the
    Cayman Islands vehicle that holds 70.26 percent of the equity and
    voting interests in Harbinger Special Fund. *See* January 25, 2008
    Letter, Attachment 7(b)(Notes). Because Cayman LP is
    foreign-organized, Petitioners treat as foreign all of the 70.26
    percent equity and voting interests held by Cayman LP in Harbinger
    Special Fund. *See* January 25, 2008 Letter, Attachment 7(b). At the
    same time, they note that a small portion (14.51%) of Cayman LP's
    economic interests are held by U.S. investors. *See* Notes to the
    January 25, 2008 Letter, Attachment 7(b). Petitioners request
    approval for the non-U.S., WTO individuals and entities holding
    interests in Cayman LP. *Id*. We calculate these interests
    separately in paragraph 14.

[^85]: The Petitioners represent that the 83.90% foreign voting interest
    held by the Offshore Fund in Harbinger Master Fund Cayman is a
    controlling interest and therefore the multiplier was not used to
    calculate the foreign voting interest held by the Offshore Fund in
    Harbinger Master Fund Cayman. January 25, 2008 Letter, Attachment
    7(b).

[^86]: *See* October 5, 2007 Letter, Attachment 1. Non-U.S. individuals
    and entities from WTO Member countries hold approximately 90.18% of
    the limited partnership interests in Offshore Fund. According to
    Petitioners, the Offshore Fund consists of investors that are (1)
    citizens of the United States (0.06%); (2) citizens of Canada, South
    Africa and the United Kingdom (0.07%); (3) banks/insurance
    companies/pension plans and foundations/endowments organized in, and
    with their principal places of business in, the United States
    (5.17%); (4) banks/insurance companies/pension plans and
    foundations/endowments with their principal places of business in
    the Cayman Islands, Isle of Man, Luxembourg, the Netherlands and the
    United Kingdom (4.27%); (5) other investors that are organized in,
    and with their principal places of business in, the United States
    (4.10%); and (6) other investors with their principal places of
    business in Australia, the United Kingdom, Norway, the Netherlands,
    Ireland, Channel Islands, British Virgin Islands, Switzerland,
    Sweden, Singapore, Portugal, Panama, Norway, Netherlands Antilles,
    Luxembourg, Japan, Italy, Isle of Man, France, China, Cayman
    Islands, Canada, Bermuda, and the Bahamas (86.33%).

[^87]: *See* January 25 Letter, Attachment 7(b)(Notes).

[^88]: Because WTO investors hold more than 50% of the equity interests
    in the Offshore Fund (which, in turn, holds a controlling interest
    in Harbinger Master Fund Cayman), Petitioners did not use the
    multiplier to calculate the foreign voting interest held in SkyTerra
    by the Offshore Fund's WTO investors. January 25, 2008 Letter,
    Attachment 7(b)(Notes).

[^89]: January 25, 2008 Letter, Attachment 7(b)(Notes).

[^90]: *See supra* n.39.

[^91]: According to Petitioners, Cayman LP consists of investors that
    are (1) citizens of the United States (0.13%); (2) banks/insurance
    companies/pension plans and foundations/endowments that are
    organized in, and have their principal places of business in, the
    United States (9.09%); (3) other investors that are organized in,
    and have their principal places of business in, the United States
    (5.30%); and (4) other investors that have their principal places of
    business in the Netherlands, Channel Islands, Cayman Islands,
    Canada, Finland, Germany, Ireland, Liechtenstein, Luxembourg,
    Norway, Panama, Switzerland, and the British Virgin Islands
    (85.49%). *See* January 25, 2007 Letter, Attachment 7(b), October 5,
    2007 Letter, Attachment 1.

[^92]: Petitioners state that in September 2006, SkyTerra acquired the
    remaining 20% of the membership interests in MSV Investors, LLC in
    exchange for SkyTerra stock, resulting in SkyTerra becoming the sole
    member of MSV Investors, LLC. SkyTerra had previously owned 80% of
    MSV Investors, LLC. As a result, the former minority embers of MSV
    Investors, LLC became direct shareholders of SkyTerra stock. *Id.*
    at n.2.

[^93]: *See* October 5, 2007 Letter at 5-7.

[^94]: *See* January 25, Letter, Attachment A.

[^95]: *See* October 5, 2007 Letter at 7, Attachments 4, 5 and 6.
    According to the Petitioners, all the equity in Former MSV Investor
    II and Former MSV Investor IV is held, in the aggregate, by
    investors that are citizens of the United States or that are
    organized in the United States and have their principal place of
    business in the United States. The majority of Former MSV Investor
    III's equity is held by U.S. citizens or by investors that are
    organized and have their principal places of business in the United
    States. However, 6.85% of the equity interests in Former MSV
    Investor III are unknown, and are assumed, for purposes of this
    analysis, to come from non-WTO Member countries.

[^96]: *See* January 25, 2008 Letter, Attachment 7(a).

[^97]: *Id.* at Attachment 8(a),

[^98]: *See* Petition at 12, n.39.

[^99]: *See supra* n.17.

[^100]: *See* Petition at 8-9.

[^101]: *See* January 25, 2007 Letter, Attachment A.

[^102]: *Id.*

[^103]: *See* January 25, 2008 Letter, Attachments 7(a) and 8(a).

[^104]: *See* Petition at 8-9, nn.21-25.

[^105]: *See infra* ¶ 20.

[^106]: *See* January 25, 2008 Letter, Attachment 7(b).

[^107]: *See* January 25, 2008 Letter, Attachments 7(b) and 8(b).

[^108]: The Petition represents that the foreign investors of CCEP III
    (Cayman) and CCEP III (QP) are (1) high net worth individuals who
    are citizens of Canada; (2) government agencies (non-pension) of a
    WTO Member country; (3) banks, pension/employee benefit plans,
    insurance companies with principal places of business in Kuwait,
    Japan and the Cayman Islands; (4) other institutional investors with
    principal places of business in Australia, Ireland, Bermuda,
    Luxembourg, Netherlands Antilles, Kuwait, Mauritius, Channel
    Islands, Switzerland, Panama, British Virgin Islands, and Cayman
    Islands. *See* Petition, Attachment B.

[^109]: *See* Petition at 10.

[^110]: *See* January 25, 2007 Letter, Attachment A.

[^111]: *See* Petition at 10, nn.28-30, Attachment C. The foreign
    investors of Spectrum IV consist of (1) high net worth individuals
    who are citizens of the United Kingdom (0.05%); (2) government
    agencies (non-pension) of WTO Member countries (1.30%); (3) non-U.S.
    banks, pension/employee benefit plans, insurance companies with a
    principal place of business in Japan (0.26%); (4) non-U.S.
    foundations/endowments/trusts with a principal place of business in
    the United Kingdom (2.08%); and (5) other institutional investors
    with principal places of business in the Cayman Islands, Germany,
    United Kingdom, British Virgin Islands, Luxembourg, Panama, Bermuda,
    Guernsey and Canada. (16.30%). The foreign investors of Spectrum
    Parallel IV consist of high net worth individuals that are citizens
    of the United Kingdom (2.07%).

[^112]: *See* January 25, 2008 Letter, Attachment 7(b).

[^113]: *Id.* at Attachment 8(b).

[^114]: *See* Petition at 11, Attachment C.

[^115]: *See* January 25, 2008 Letter, Attachment A. *See also* Petition
    at 14, n.43 (noting that BCE holds only non-voting SkyTerra stock).

[^116]: *Motient Services, Inc. and TMI Communications and Company, LP,
    Assignors, and Mobile Satellite Ventures Subsidiary LLC, Assignee,*
    Order and Authorization, DA 01-2732, 16 FCC Rcd 20469, 20477 ¶ 22
    (Int'l Bur. 2001).

[^117]: *See* Petition at 13-14. Petitioners state that, as of December
    31, 2006, the remaining interests in BCE were held directly or
    indirectly by citizens of Canada or entities organized under the
    laws of Canada (85.90%) and by U.S. citizens or entities organized
    under the laws of the United States (14 %). *Id*. at 13, n.41.

[^118]: *See* January 25, 2008 Letter, Attachments 7(b) and 8(b).

[^119]: *Id.* at 13, n.41. Petitioners assert that, as of December 31,
    2006, none of the equity or voting interests in BCE were held
    directly or indirectly by citizens of non-WTO Member countries, or
    by entities that are organized in, or have their principal place of
    business in, non-WTO Member countries. *Id*.

[^120]: *See* January 25, 2008 Letter, Attachment A.

[^121]: *See* January 25, 2008 Letter at 2; November 6 2007 Letter at 1.

[^122]: *See* January 25, 2008 Letter, Attachment 7(b). Petitioners
    calculate the 56.26% foreign ownership of TerreStar as follows: (1)
    18.50% foreign ownership attributed to TerreStar shareholders other
    than Harbinger Master Fund Cayman and Harbinger Special Fund; (2)
    30.00% foreign ownership attributed to Harbinger Master Fund Cayman,
    the same Cayman Islands vehicle that is invested directly in
    SkyTerra (Harbinger Master Fund Cayman holds a 30.00% direct
    interest in TerreStar); and (3) 7.76% foreign ownership by Harbinger
    Special Fund, the same U.S.-organized Harbinger Fund that is
    invested directly in SkyTerra and which has 70.26% foreign ownership
    (Harbinger Special Fund's direct 11.05% interest in TerreStar x
    70.26% foreign ownership of Harbinger Special Fund). *See* Notes to
    January 25, 2008 Letter, Attachment 7(b).

[^123]: *Id.* Petitioners reported that, of the 23.17% equity interests
    in MSV LP that are attributable to foreign shareholders of
    TerreStar, 4.45% are from non-WTO Member countries. *See* January
    25, 2008 Letter, Attachments 7(b) and 8(b). As we discuss in
    paragraph 25, we are concerned about the quality of information made
    available to the Commission with respect to the foreign ownership of
    TerreStar, with the exception of the Harbinger Funds for which we
    have more complete information.

[^124]: *See* January 25, 2008 Letter, Attachment 7(b)(Notes).

[^125]: *Id*.

[^126]: Non-U.S. investors from WTO Member countries hold 90.18% of the
    economic interests in Offshore Fund. *See* January 25, 2008 Letter,
    Attachment 7(b); s*ee also supra* ¶ 13. Offshore Fund, in turn,
    holds 83.90% of the equity (and voting interests) in Harbinger
    Master Fund Cayman. *See* January 25, 2008 Letter, Attachments 7(b);
    *see also supra* ¶ 12. Harbinger Master Fund Cayman holds a 30%
    economic interest in TerreStar as reported by Petitioners. We
    therefore calculate that non-U.S. investors from WTO Member
    countries hold a 22.70 percent equity interest in TerreStar (90.18%
    x 83.90% x 30.00%).

[^127]: Non-U.S. investors from the Bahamas (a non-WTO Member country)
    hold 0.49% of the economic interests in Offshore Fund. *See* January
    25, 2008 Letter, Attachment 7(b); s*ee also supra* ¶ 13. Offshore
    Fund, in turn, holds 83.90% of the equity (and voting interests) in
    Harbinger Master Fund Cayman. *See* January 25, 2008 Letter,
    Attachments 7(b); *see also supra* ¶ 12. Harbinger Master Fund
    Cayman holds a 30% economic interest in TerreStar as reported by
    Petitioners. We therefore calculate that non-U.S. investors from a
    non-WTO Member country hold a 0.12 percent equity interest in
    TerreStar (0.49% x 83.90% x 30.00%).

[^128]: Petition of TelCove, Inc. for Declaratory Ruling Pursuant to
    section 310(b)(4) of the Communications Act of 1934, as amended,
    Order and Declaratory Ruling, DA 06-860, 21 FCC Rcd 3982, 3992 ¶ 24
    (Int'l Bur. 2006).

[^129]: *Cf*. *See Verizon Communications, Inc., Transferor and America
    Movil, S.A. de C.V., Transferee, Application for Authority to
    Transfer Control of Telecomunicaciones de Puerto Rico, Inc.
    (TELPRI),* WT Docket No. 06-113, Memorandum Opinion and Order and
    Declaratory Ruling, FCC 07-43, 22 FCC Rcd 6195, 6223 ¶ 61 (2007).

[^130]: *See* January 25, 2008 Letter, Attachments A, 7(a) and 8(a).

[^131]: *See* January 25, 2008 Letter, Attachment A.

[^132]: These amounts do not include the 20.54 percent equity interest
    held indirectly in MSV LP by BCE. *See* January 25, 2008 Letter,
    Attachment 8(a). As explained above (¶ 23), Petitioners have
    previously received approval for the 20.54 percent equity interest
    held indirectly in MSV LP by BCE and its Canadian shareholders.