*Pages 1--12 from  Microsoft Word - 47992.doc*
 Federal  Communications  Commission  FCC  05-  86 
 Before  the  Federal  Communications  Commission 
 Washington,  D.  C.  20554 
 )  In  the  Matter  of  ) 
 )  Intelsat,  Ltd.  )  IB  Docket  No.  05-  18 
 )  Petition  for  Declaratory  Ruling  that  ) 
 Intelsat,  Ltd.  Complies  With  Section  )  621(  5)(  F)  of  the  ORBIT  Act  ) 


 MEMORANDUM  OPINION  AND  ORDER 
 Adopted:  April  8,  2005  Released:  April  15,  2005 
 By  the  Commission:  I.  INTRODUCTION 


 1.  In  this  Order,  we  find  that  Intelsat,  Ltd.  (  Intelsat)  is  in  compliance  with  the  Certification  it  submitted  to  the  Commission  1  pursuant  to  Section  621(  5)(  F)  of  the  ORBIT  Act,  2  and  it  therefore  need  not 
 comply  with  the  criteria  of  Section  621(  5)(  A)  and  (B)  of  the  ORBIT  Act  (which  required  that  an  initial  public  offering  (  IPO)  be  conducted  and  that  securities  be  publicly  listed).  3  The  Commission  has 
 previously  found  that  Intelsat  has  met  its  obligations  to  achieve  a  pro-  competitive  privatization  under  other  criteria  specified  in  Sections  621  and  622  of  the  ORBIT  Act.  4  In  this  Order,  we  also  find  that  the 
 provisions  relating  to  additional  services  under  Section  602  of  the  ORBIT  Act  are  no  longer  applicable  to  Intelsat,  5  and  that  the  effective  date  for  purposes  of  Section  645(  4)  of  the  ORBIT  Act  is  the  effective  date 


 1  Petition  for  Declaratory  Ruling  that  Intelsat,  Ltd.  Complies  With  Section  621(  5)(  F)  of  the  ORBIT  Act  and 
 attached  Certification  of  Intelsat,  Ltd.,  filed  Dec.  23,  2004,  and  Supplemental  Submissions  updating  Certification,  filed  Jan.  14,  2005  and  Feb.  9,  2005,  File  No.  SAT-  PDR-  20041228-  00231,  IB  Docket  No.  05-  18. 


 2  Open-  Market  Reorganization  for  the  Betterment  of  International  Telecommunications  Act,  Pub.  L.  No.  106-  180, 
 114  Stat.  48  (2000),  as  amended,  Pub.  L.  No.  107-  233,  116  Stat.  1480  (2002),  as  amended  Pub.  L.  No.  108-  228,  118  Stat.  644  (2004),  as  amended,  Pub.  L.  No.  108-  371,  118  Stat.  1752  (2004).  The  ORBIT  Act  amended  the  Satellite 


 Communications  Act  of  1962,  47  U.  S.  C.    701  et  seq.  (Satellite  Act)  and  is  codified  at  47  U.  S.  C.    761  et  seq.  For  the  sake  of  convenience,  in  this  Order,  the  term  ORBIT  Act  and  the  citations  to  statutory  section  numbers  refer  to 
 the  Satellite  Act,  as  amended  by  the  ORBIT  Act.  The  term  ORBIT  Act,  as  amended  refers  to  the  provisions  added  by  the  most  recent  amendment  to  the  ORBIT  Act,  Pub.  L.  No.  108-  371,  118  Stat.  1752  (2004),  signed  into  law  on 
 October  25,  2004,  adding  new  subsections  (F)  and  (G)  to  Section  621(  5),  which  provide  an  alternative  method  for  compliance  with  the  privatization  requirements  of  Section  621(  5)  of  the  ORBIT  Act.  See,  ORBIT  Act,  as  amended, 
   621(  5)(  F)  and  (G).  3 
 ORBIT  Act,    621(  5)(  A)  and  (B).  4 
 ORBIT  Act,    621  and  622.  See  also,  Applications  of  Intelsat  LLC  for  Authority  to  Operate,  and  to  Further  Construct,  Launch  and  Operate  C-  band  and  Ku-  band  Satellites  that  Form  a  Global  Communications  System  in 


 Geostationary  Orbit,  Memorandum  Opinion  Order  and  Authorization,  FCC  01-  183,  16  FCC  Rcd  12280  (2001)  (  Intelsat  LLC  ORBIT  Act  Compliance  Order).  Herein  reference  to  the  Intelsat  LLC  ORBIT  Act  Compliance  Order 
 is  by  paragraph  number.  5 
 ORBIT  Act,    602(  a)  and  (b).  Under  the  ORBIT  Act,  the  term  additional  services  means  for  INTELSAT,  direct-  to-  home  (DTH)  or  direct  broadcast  satellite  (DBS)  video  services,  or  services  in  the  Ka  or  V  bands.  ORBIT 


 Act,    681(  a)(  12)(  B). 
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 of  this  order.  6 
 II.  BACKGROUND 
 2.  In  March  2000,  Congress  passed  the  ORBIT  Act,  to  promote  competition  in  the  provision  of  satellite  communications  services  through  the  pro-  competitive  privatization  of  former  intergovernmental 


 organizations  (  IGOs),  INTELSAT  and  Inmarsat.  7  The  ORBIT  Act  requires  among  other  things,  that  the  Commission  make  a  determination  as  to  whether  INTELSATs  privatization  is  pro-  competitive  and 
 specifies  the  criteria  that  the  Commission  is  to  use  for  making  this  determination.  The  ORBIT  Act  sets  out  detailed  criteria  in  Sections  621  and  622,  which  sets  a  standard  to  ensure  a  pro-  competitive 
 environment  in  the  telecommunications  markets  of  the  United  States.  The  criteria  includes  privatization  from  an  IGO  to  a  non-  IGO  status  within  a  specified  timeframe;  8  conducting  an  IPO  of  securities  that 
 achieves  substantial  dilution  of  the  aggregate  ownership  of  former  Signatories  of  INTELSAT  after  privatization;  9  termination  of  privileges  and  immunities  that  INTELSAT  had  as  an  IGO;  10  incorporation 
 in  a  country  that  is  a  Signatory  to  the  World  Trade  Organization  (  WTO)  Basic  Telecommunications  Agreement  and  that  has  effective  laws  and  regulations  that  secure  competition  in  telecommunications 
 services;  11  conversion  to  a  stock  corporation  with  a  fiduciary  board  of  directors;  12  limitations  on  interlocking  officers,  directors,  or  employees  shared  with  any  IGO  or  any  Signatory  or  former  Signatory 
 of  INTELSAT;  13  and  an  arms-  length  relationship  between  and  among  INTELSAT  and  any  separated  entities  or  Inmarsat.  14  A  recent  amendment  to  Section  621(  5)  of  the  ORBIT  Act  also  added  as  an 
 alternative  to  conducting  an  IPO  and  public  securities  listing,  a  certification  process  that  permits  Intelsat  to  certify,  and  the  Commission  to  determine,  that  certain  financial  and  control  interests  by  Signatories  and 
 former  Signatories,  and  certain  ownership  interests  by  IGOs,  no  longer  exist  in  Inteslat.  15  Until  Intelsat  is  privatized  in  accordance  with  the  requirements  of  the  ORBIT  Act,  the  ORBIT  Act  states  that  Intelsat 
 shall  not  be  permitted  to  provide  additional  services  and  the  United  States  shall  oppose  and  decline  to  facilitate  applications  by  [Intelsat]  for  new  orbital  locations  to  provide  such  services.  16 


 3.  On  August  8,  2000,  the  Commission  released  the  Intelsat  LLC  Licensing  Order  17  authorizing  Intelsat  LLC  to  operate  INTELSATs  existing  and  planned  C-  and  Ku-  band  satellites  as  a  U.  S.  licensee 


 6  ORBIT  Act,    645(  4). 
 7  International  Telecommunications  Satellite  Organization  (  INTELSAT)  and  the  International  Maritime  Satellite 
 Organization  (  Inmarsat)  were  originally  intergovernmental  organizations  created  by  international  agreements  as  a  result  of  early  initiatives  to  develop  space  technology. 


 8  ORBIT  Act,    621(  1)(  A). 
 9  ORBIT  Act,    621(  2)  and  621(  5)(  A). 
 10  ORBIT  Act,    621(  3). 
 11  ORBIT  Act,    621(  7). 
 12  ORBIT  Act,    621(  5)(  D). 
 13  ORBIT  Act,    621(  5)(  C). 
 14  ORBIT  Act,    621(  5)(  E). 
 15  ORBIT  Act,  as  amended,    621(  5)(  F)  and  (G). 
 16  ORBIT  Act,    602(  a)  and  (b). 
 17  Applications  of  Intelsat  LLC  For  Authority  to  Operate,  and  to  Further  Construct,  Launch,  and  Operate  C-  band 
 and  Ku-  band  Satellites  that  Form  a  Global  Communications  System  in  Geostationary  Orbit,  Memorandum  Opinion  Order  and  Authorization,  FCC  00-  287,  15  FCC  Rcd  15460  (2000),  Recon.  denied,  FCC  00-  437,  15  FCC  Rcd  25234 


 (2000).  Herein  reference  to  the  Intelsat  LLC  Licensing  Order  is  by  paragraph  number. 
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 upon  privatization  of  INTELSAT.  18  The  Commissions  authorization  was  to  become  effective  upon  the  date  of  privatization    then  targeted  for  April  1,  2001    and  was  conditioned  upon  a  further  Commission 
 finding  that  INTELSAT  had  actually  privatized  by  transferring  its  satellites  and  associated  assets  to  Intelsat  LLC  and  transferring  its  ITU  network  filings  related  to  its  C-  and  Ku-  band  satellites  to  the 
 national  registry  of  the  United  States.  19  The  Commissions  grant  of  licensing  authority  to  Intelsat  LLC  was  taken  prior  to  INTELSATs  privatization  recognizing  that  INTELSAT  had  to  resolve  a  variety  of 
 issues  and  make  requisite  decisions  in  order  to  privatize  under  the  timeframe  required  by  the  ORBIT  Act.  20  The  Commission  concluded  that  acting  on  Intelsats  request  for  licensing  authority  prior  to 
 INTELSAT  undertaking  its  privatization  would  provide  INTELSATs  September  2000  Board  of  Governors  and  November  2000  Assembly  of  Parties  an  opportunity  to  fully  consider  the  United  States  as 
 a  licensing  jurisdiction.  21  The  Commission  required  INTELSAT  to  supplement  its  applications  following  the  November  2000  Assembly  of  Parties  to  provide  the  full  details  of  INTELSATs  privatization  and 
 further  conditioned  the  grant  of  its  authorizations  on  INTELSAT  privatizing  in  a  manner  consistent  with  Sections  621  and  622  of  the  ORBIT  Act.  22 


 4.  In  May  2001,  as  detailed  in  the  Intelsat  LLC  ORBIT  Act  Compliance  Order,  23  the  Commission  completed  its  review  and  evaluation  of  privatization  plans  submitted  by  INTELSAT,  and 
 determined  that  as  a  whole,  INTELSATs  privatization  plans  were  consistent  with  the  non-  IPO 
 18  In  the  Intelsat  LLC  Licensing  Order,  the  Commission  reviewed  Intelsats  applications  regarding  its  proposed 
 operation  of  INTELSATs  existing  and  planned  C-  band  and  Ku-  band  satellites  in  the  United  States.  For  purposes  of  review  in  that  proceeding,  C-  band  encompassed  the  3.420-  4.  200  GHz  and  5.850-  6.  650  GHz  frequency  bands;  and 


 the  Ku-  band  encompassed  the  10.  950-  11.  200  GHz,  11.  450-  12.200  GHz,  12.  500-  12.750  GHz,  and  13.  750-  14.  500  GHz  frequency  bands.  In  referring  to  the  C-  band  and  Ku-  band  in  the  United  States,  the  frequency  bands  3.700-4.200 
 GHz,  5.925-  6.  425  GHz,  11.  7-  12.2  GHz,  and  14.  0-  14.5  GHz  are  considered  the  conventional  C-  band  and  Ku-  band.  The  remaining  frequency  bands,  3.420-  3.  700  GHz,  5.850-  5.  925  GHz,  6.425-  6.  650  GHz,  10.  95-  11.  20 
 GHz,  11.  45-  11.70  GHz,  and  13.  75-  14.  00  GHz,  are  considered  the  extended  C-  band  and  Ku-  band  and  are  either  not  allocated  or  are  shared  with  other  services  in  the  United  States,  including  the  Federal  Government,  and  subject  to 
 special  conditions  when  used  for  the  fixed-  satellite  service  (  FSS).  The  Commissions  decision  in  the  Intelsat  LLC  Licensing  Order  specified  the  licensing  requirements  under  which  Intelsat  could  operate  in  the  United  States.  See, 
 Intelsat  LLC  Licensing  Order  at  paras.  149-  162,  166-  172.  19 
 Intelsat  LLC  Licensing  Order  at  paras.  2,  158,  160.  The  C-  and  Ku-  band  orbital  locations/  frequency  registrations  were  to  be  transferred  to  the  United  States;  the  Ka-,  V-,  and  BSS-  band  orbital  locations/  frequency  registrations  were 


 to  be  transferred  to  the  United  Kingdom.  20 
 At  the  time,  INTELSAT  was  a  143-  member  intergovernmental  organization  created  by  international  agreement.  See,  Agreement  Relating  to  the  International  Telecommunications  Satellite  Organization,  INTELSAT,  23  U.  S.  T. 


 3813;  TIAS  No.  7532,  (February  12,  1973)  (INTELSAT  Agreement).  See  also,  Operating  Agreement  Relating  to  the  International  Telecommunications  Satellite  Organization,  INTELSAT,  23  U.  S.  T.  4091,  (August  20,  1971) 
 (INTELSAT  Operating  Agreement).  INTELSATs  two-  tier  governance  structure  consisted  of:  (1)  an  Assembly  of  Parties,  comprised  of  representatives  from  all  143-  national  governments,  who  determined  overall  policy  and  long-term 
 objectives  of  INTELSAT  consistent  with  the  underlying  INTELSAT  Agreement;  and  (2)  a  Board  of  Governors,  comprised  of  Signatories,  or  investors  in  the  system,  that  made  commercial  decisions.  Comsat  was  the 
 U.  S.  Signatory  to  the  INTELSAT  Operating  Agreement  and  a  member  of  the  Board  of  Governors.  See,  Intelsat  LLC  Licensing  Order  at  paras.  5-  7,  and  Appendix  B. 
 21  Intelsat  LLC  Licensing  Order  at  paras.  34-  38,  158.  The  25  th  Assembly  of  Parties  met  in  Washington,  D.  C.  from 
 November  13-  17,  2000,  the  INTELSAT  Board  of  Governors  convened  from  December  5-  8,  2000,  and  the  Distribution  Strategy  Drafting  Group  met  from  December  11-  14,  2000.  The  decisions  taken  at  these  meetings,  along 


 with  reports  from  the  30  th  and  31  st  Meeting  of  Signatories  (AP-  25-  14  and  AP-  25-  15  and  its  Corrigendum)  on  review  of  reports  of  the  Penang  Working  Party  (AP-  25-  7)  and  Board  of  Governors  (AP-  25-  10  and  its  Addendum  No.  1) 
 presented  extensive  details  on  the  plan  for  privatization  of  INTELSAT.  22 
 Intelsat  LLC  Licensing  Order  at  paras.  36,  38,  160  and  161.  23 
 See  supra,  note  4. 
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 privatization  criteria  in  Sections  621  and  622  of  the  ORBIT  Act.  Thus,  the  Commission  found  that  under  Section  601  of  the  ORBIT  Act,  use  of  space  segment  operated  by  Intelsat  Ltd.  and  Intelsat  LLC  for 
 services  to,  from,  or  within  the  United  States  would  not  harm  competition  in  the  telecommunications  market  of  the  United  States.  24  The  Commission  authorized  the  licensing  authority  granted  to  Intelsat  LLC 
 to  become  effective  upon  INTELSAT  implementing  its  privatization  by  July  18,  2001,  25  and  conditioned  Intelsat  Ltd.  s  authorizations  on  a  future  finding  that  Intelsat  Ltd.  had  conducted  an  IPO  consistent  with 
 Sections  621(  2)  and  621(  5)(  A)  of  the  ORBIT  Act.  26 
 5.  On  July  18,  2001,  Intelsat  privatized,  issuing  shares  of  Intelsat  Ltd.  to  former  INTELSAT  Signatories  and  non-  Signatory  investing  entities  in  proportion  to  their  March  2001  investment  shares  in 


 INTELSAT.  27  At  that  time,  the  authorizations  issued  to  Intelsat  Ltd.  s  U.  S.  subsidiary,  Intelsat  LLC,  by  the  Commission  became  effective,  allowing  Intelsat  to  provide  C-  and  Ku-  band  services  in  the  United 
 States.  28  Intelsat,  however,  remained  subject  to  the  ORBIT  Acts  requirements  that  Intelsat  Ltd.  conduct  an  IPO.  29  Under  the  ORBIT  Acts  original  deadline,  Intelsat  was  required  to  conduct  an  IPO  by  October 
 1,  2001,  unless,  based  on  market  conditions  and  relevant  business  factors,  the  Commission  extended  the  deadline  to  no  later  than  December  31,  2002.  30  The  deadlines  for  Intelsat  to  conduct  an  IPO  have  been 
 extended  several  times  by  Congress  and  the  Commission.  31  The  most  recent  extension  provides  that 
 24  Intelsat  LLC  ORBIT  Act  Compliance  Order  at  paras.  71  and  73.  Also,  ORBIT  Act,    601(  a)  and  (b). 
 25  Although  the  ORBIT  Act  specified  April  1,  2001  as  the  date  for  INTELSATs  privatization,  the  Commission 
 found  that  the  ORBIT  Acts  consistent  with  standard  permitted  a  degree  of  flexibility  to  consider  timing  issues  associated  with  administrative  processes  of  the  various  governmental  bodies,  as  well  as  U.  S.  international  policies 


 and  commitments.  Intelsat  LLC  ORBIT  Act  Compliance  Order  at  paras.  52-  56.  At  that  time,  INTELSAT  was  also  required  to  transfer  its  C-  and  Ku-  band  satellites  and  associated  assets  to  Intelsat  LLC  and  transfer  INTELSATs 
 ITU  network  filings,  for  the  locations  associated  with  the  operations  of  these  satellites,  on  a  permanent  basis  to  the  Untied  States  national  registry.  Id.  at  paras.  72,  74. 
 26  Intelsat  LLC  ORBIT  Act  Compliance  Order  at  para.  76.  The  Commission  found  that  under  Section  601(  b)(  1)(  D) 
 it  had  discretion  to  authorize  Intelsat  LLC  services  prior  to  Intelsat,  Ltd.  conducting  an  IPO  of  securities  under  the  timeframe  provided  in  the  Act.  Id.  at  para.  24. 


 27  INTELSAT  privatized  at  7:  59:  59  PM  EDT,  on  July  18,  2001.  See,  FCC  Report  to  Congress  as  Required  by  the 
 ORBIT  Act  (rel.  June  15,  2000)  at  3.  At  the  time,  foreign  government-  owned  Signatories  accounted  for  approximately  30  percent  of  INTELSATs  total  ownership,  distributed  among  80  Signatories.  The  remaining  70 


 percent  ownership  was  held  by  63  private  Signatories.  In  addition,  approximately  91  percent  of  the  shares  were  owned  by  entities  from  WTO  Member  countries,  including  the  United  States,  and  approximately  nine  percent  of  the 
 shares  were  owned  by  entities  from  non-  WTO  Member  countries.  See,  Intelsat  LLC  ORBIT  Act  Compliance  Order  at  para.  26;  Intelsat  LLC  Licensing  Order  at  paras.  44,  45. 
 28  Currently,  five  Intelsat  licensees  hold  Commission  licenses:  (1)  Intelsat  LLC  (Title  III  satellite  and  earth  station 
 licenses,  certain  experimental  earth  station  authorizations  and  private  land  mobile  radio  licenses);  (2)  Intelsat  North  America  LLC  (Title  III  space  station  licenses);  (3)  Intelsat  USA  License  Corp.  (Title  II  international  common  carrier 


 authorizations);  (4)  Intelsat  General  Corporation  (Title  II  international  common  carrier  authorizations);  and  (5)  Intelsat  MTC  LLC  (Title  II  international  common  carrier  authorization  and  Title  III  earth  station  authorizations). 
 29  ORBIT  Act,    621(  2)  and  (5)(  A).  See  also,  Intelsat  LLC  ORBIT  Act  Compliance  Order  at  paras.  26-  27,  71,  76. 
 30  ORBIT  Act,    621(  5)(  A)(  i). 
 31  The  Commission  extended  the  October  1,  2001  deadline  to  December  31,  2002.  Intelsat  LLC  Request  for 
 Extension  of  Time  Under  Section  621(  5)  of  the  ORBIT  Act,  Memorandum  Opinion  and  Order,  16  FCC  Rcd  18185  (2001).  On  October  1,  2002,  the  first  amendment  to  Section  621(  5)(  A)(  i)  was  signed  into  law  and  established  a  new 


 IPO  deadline  for  Intelsat  as  December  31,  2003,  but  provided  the  Commission  with  discretion  to  extend  this  deadline,  in  consideration  of  market  conditions  and  relevant  business  factors  relating  to  the  timing  of  an  IPO,  to  no 
 later  than  June  30,  2004.  See,  Pub.  L.  No.  107-  233,  116  Stat.  1480  (2002).  The  Commission  extended  the  December  31,  2003  deadline  to  June  30,  2004.  Intelsat  LLC  Request  for  Extension  of  Time  Under  Section  621(  5)  of 
 the  ORBIT  Act,  Memorandum  Opinion  and  Order,  DA  03-  4023,  18  FCC  Rcd  26290  (2003). 
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 Intelsat  must  conduct  its  IPO  by  June  30,  2005,  unless  the  Commission  extends  the  deadline  to  no  later  than  December  31,  2005.  32 
 6.  In  October  2004,  Congress  amended  the  ORBIT  Act,  adding  Sections  621(  5)(  F)  and  (G),  to  provide  a  certification  process  as  an  alternative  to  the  IPO  requirements  under  Sections  621(  5)(  A)  and 
 (B).  33  Generally,  the  amendment  provides  that  Intelsat  may  be  deemed  a  national  corporation  and  may  forgo  an  IPO  and  public  securities  listing  and  still  achieve  the  purposes  of  Section  621(  5),  if  it  certifies  to 
 the  Commission  that  certain  financial,  control  and  ownership  requirements  have  been  met  with  respect  to  interests  of  Signatories,  former  Signatories  and  IGOs,  and  if  the  Commission,  after  notice  and  comment, 
 determines  that  Intelsat  is  in  compliance  with  such  Certification.  34 
 7.  On  December  22,  2004,  the  Commission  authorized  the  transfer  of  control  of  Intelsats  licenses  and  authorizations  to  Zeus  Holdings  Limited  (  Zeus),  a  private  equity  group,  organized  under 


 Bermuda  law,  which  would  acquire  100  percent  of  the  equity  and  voting  interests  of  Intelsat  (  Zeus/  Intelsat  Transaction).  35  Zeus  is  wholly  owned  by  20  entities  (collectively,  the  Investing 
 Funds),  which  are  ultimately  controlled  by  the  following  four  private  equity  fund  groups,  with  each  fund  group  holding  25  percent  of  the  shares  of  Zeus:  (1)  Apax  Excelsior  VI  and  Apax  Europe  V  (together, 
 Apax);  (2)  Apollo  V  (  Apollo);  (3)  Madison  Dearborn  (  MDP);  and  (4)  Permira  Europe  III  (  Permira)  (collectively,  the  Private  Equity  Funds.)  Two  of  the  Private  Equity  Funds  (Apollo  and 
 MDP)  ultimately  are  controlled  by  U.  S.  citizens  and  the  other  two  (Apax  and  Permira)  ultimately  are  controlled  by  citizens  of  the  United  States  and  other  WTO  Members.  36 


 8.  On  December  23,  2004,  Intelsat  filed  the  Petition  for  Declaratory  Ruling  and  Certification  pursuant  to  Section  621(  5)(  F)  of  the  ORBIT  Act  at  issue  in  this  proceeding.  On  January  14,  2005,  the 
 Commission  placed  Intelsats  Petition  for  Declaratory  Ruling  and  Certification  on  public  notice.  37  On  January  28,  2005,  Intelsat  informed  the  Commission  that  the  Zeus/  Intelsat  Transaction,  as  provided  for  in 
 the  Zeus/  Intelsat  Order  and  Authorization,  had  been  consummated.  38  On  February  3,  2005,  Intelsat  filed  applications  for  a  pro  forma  transfer  of  control  seeking  to  insert  a  new  Bermuda  holding  company  in  the 


 32  The  second  amendment  to  Section  621(  5)(  A)(  i)  was  signed  into  law  on  May  18,  2004,  and  extended  the  IPO 
 deadline  for  Intelsat  until  June  30,  2005,  unless  the  Commission  extends  the  deadline,  in  consideration  of  market  conditions  and  relevant  business  factors,  to  no  later  than  December  31,  2005.  See,  Pub.  L.  No.  108-  228,  118  Stat. 


 644  (2004).  33 
 ORBIT  Act,  as  amended,    621(  5)(  F)  and  (G).  34 
 ORBIT  Act,  as  amended,    621(  5)(  F).  35 
 The  Commission  approved  the  proposed  transfer  of  control  of  Intelsats  Title  II  and  Title  III  licenses  and  authorizations  to  Zeus  Holdings  Limited.  See,  Intelsat,  Ltd.,  Transferor,  and  Zeus  Holdings  Limited,  Transferee, 


 Consolidated  Application  for  Consent  to  Transfer  Control  of  Holders  of  Title  II  and  Title  III  Authorizations  and  Petition  for  Declaratory  Ruling  under  Sections  310  of  the  Communications  Act  of  1934,  as  amended,  Order  and 
 Authorization,  IB  Docket  No.  04-  366,  DA  04-  4034,  19  FCC  Rcd  24820  (Intl  Bur.,  Wireless  Tele.  Bur.,  OET,  2004)  (  Zeus/  Intelsat  Order  and  Authorization).  Herein  reference  to  the  Zeus/  Intelsat  Order  and  Authorization  is  by 
 paragraph  number.  See  also,  Erratum,  IB  Docket  No.  04-  366,  rel.  Jan  28,  2005;  Satellite  Communications  Services  Information,  Actions  Taken,  Public  Notice,  Report  No.  SES-  00682,  Feb.  2,  2005. 
 36  Zeus/  Intelsat  Order  and  Authorization  at  para.  6  and  Appendix  B. 
 37  Intelsat,  Ltd.  Files  Petition  for  Declaratory  Ruling  and  Certification  Pursuant  to  Section  621(  5)(  F)  of  the  Open-Market 
 Reorganization  for  the  Betterment  of  International  Telecommunications  Act,  as  amended,  Public  Notice,  DA  05-  88,  IB  Docket  No.  05-  18  (rel.  Jan.  14,  2005). 


 38  Letter  from  Counsel  for  Intelsat  LLC  and  Intelsat  North  America  LLC,  to  Secretary,  FCC,  IB  Docket  No.  04-  366, 
 dated  Jan.  28,  2005;  Letter  from  Counsel  for  Zeus  Holdings  Limited  to  Secretary,  FCC,  IB  Docket  No.  04-  366,  dated  Jan.  28,  2005. 
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 vertical  ownership  chain  of  Intelsats  U.  S.  licensees.  39  On  February  9,  2005,  Intelsat  filed  an  updated  Certification  in  this  proceeding  to  reflect  the  consummation  of  the  Zeus/  Intelsat  Transaction.  40  On 
 February  23,  2005,  the  Commission  approved  Intelsats  proposed  pro  forma  transfer  of  control.  41 
 9.  Northrop  Grumman  Space  &  Mission  Systems  Corporation  and  Lockheed  Martin  Corporation  filed  comments  in  support  of  a  finding  that  Intelsat  is  in  compliance  with  its  Certification 


 under  Section  621(  5)(  F)  of  the  ORBIT  Act.  42  Comments  were  also  filed  by  the  representative  of  certain  Intelsat  Retirees  opposing  Intelsats  Certification  on  grounds  that  Intelsat,  Ltd.  has  not  completed  the 
 transition  to  privatization  as  it  continues  to  use  the  immunity  accorded  to  pre-  privatized  Intelsat  as  a  defense  against  claims  brought  against  Intelsat.  43  Intelsat  filed  an  opposition  against  the  filing  made  on 
 behalf  of  the  Intelsat  Retirees.  44  Below  we  review  the  assertions  made  by  Intelsat  in  its  Certification  under  Section  621(  5)(  F)  of  the  ORBIT  Act.  We  also  address  the  arguments  raised  by  the  Intelsat  Retirees 
 and  Intelsats  opposition  thereto.  As  discussed,  we  determine  that  Intelsat  is  in  compliance  with  its  Certification. 


 III.  DISCUSSION 
 10.  The  recent  amendment  to  Section  621(  5)  of  the  ORBIT  Act,  provides  the  following: 
 (F)  Notwithstanding  subparagraphs  (A)  and  (B),  a  successor  entity  may  be  deemed  a  national  corporation  and  may  forgo  an  initial  public  offering  and  public  securities  listing 


 and  still  achieve  the  purposes  of  this  section  if   
 (i)  the  successor  entity  certifies  to  the  Commission  that   
 (I)  the  successor  entity  has  achieved  substantial  dilution  of  the  aggregate  amount  of  signatory  or  former  signatory  financial  interest  in  such  entity; 


 39  An  internal  restructuring  was  proposed  that  contemplated  the  insertion  of  a  new  holding  company  for  the  purpose 
 of  securing  certain  financing  through  a  debt  issuance  of  new  Senior  Discount  Notes  due  2015.  As  the  creation  of  the  new  holding  company  resulted  in  no  change  in  ultimate  ownership  or  control  of  the  Intelsats  U.  S.  licensees,  the 


 request  for  approval  was  properly  filed  as  a  pro  forma  transfer  of  control  application.  See,  IB  File  Nos.  SAT-  T/  C-20050203-  00022,  SAT-  T/  C-  20050203-  00023,  SES-  T/  C-  20050203-  00137,  SES-  T/  C-  20050203-  00138,  SES-  T/  C-20050203- 
 00139,  SES-  T/  C-  20050203-  00140,  SES-  T/  C-  20050203-  00141  and  OET  File  No.  0005-  EX-  TU-  2005,  and  WTB  File  No.  0002034757.  On  February  17,  2005,  pursuant  to  Section  1.65  of  Commission  rules,  Intelsat  filed 
 updates  to  these  applications  to  indicate  a  change  in  the  slate  of  officers  and  directors  of  Zeus  and  certain  of  its  subsidiaries.  Letter  from  Counsel  for  Intelsat,  LLC,  to  Secretary,  FCC,  Feb.  17,  2005. 
 40  Letter  from  Counsel  to  Intelsat,  Ltd.  to  Secretary,  FCC,  attaching  updated  Certification  of  Intelsat,  Ltd.,  Feb.  9, 
 2005,  File  No.  SAT-  PDR-  20041228-  00231,  IB  Docket  No.  05-  18  (  February  9  Kullman  Certification).  See  also,  supra,  note  1. 


 41  The  Commission  determined  that  as  proposed,  the  insertion  of  the  new  Bermuda  holding  company,  Intelsat 
 Subsidiary  Holding  Company,  Ltd.,  into  the  vertical  ownership  chain  of  the  U.  S.  Intelsat  licensees  was  a  non-substantial  pro  forma  change  and  did  not  change  the  control  and  ownership  structure  approved  in  the  Zeus/  Intelsat 


 Order  and  Authorization.  See,  e.  g.,  Intelsat,  Ltd.,  File  No.  ISP-  PDR-  20050203-  00004,  Public  Notice,  International  Authorizations  Granted,  Report  No.  TEL-  00884,  DA  05-  479  (Int'l  Bur.,  Feb.  24,  2005). 
 42  Comments  of  Northrup  Grumman  Space  &  Mission  Corporation,  IB  Docket  No.  05-  18,  filed  Feb.  3,  2005. 
 Comments  of  Lockheed  Martin  Corporation,  IB  Docket  No.  05-  18,  filed  Feb.  14,  2005.  43 
 Statement  and  Attachments  filed  by  Larry  Postol  on  behalf  of  Intelsat  Retirees,  IB  Docket  No.  05-  18,  filed  Feb.  14,  2005  (  Intelsat  Retirees). 


 44  Intelsat,  Ltd.  Response  to  Submission  of  Larry  Postol,  IB  Docket  No.  05-  18,  filed  February  28,  2005  (  Intelsat 
 Response). 
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 (II)  any  signatories  and  former  signatories  that  retain  a  financial  interest  in  such  successor  entity  do  not  possess,  together  or  individually,  effective 
 control  of  such  successor  entity;  and 
 (III)  no  intergovernmental  organization  has  any  ownership  interest  in  a  successor  entity  of  INTELSAT; 


 (ii)  the  successor  entity  provides  such  financial  and  other  information  to  the  Commission  as  the  Commission  may  require  to  verify  such  certification. 
 (iii)  the  Commission  determines,  after  notice  and  comment,  that  the  successor  entity  is  in  compliance  with  such  certification 
 (G)  For  purposes  of  subparagraph  (F),  the  term  substantial  dilution  means  that  a  majority  of  the  financial  interests  in  the  successor  entity  is  no  longer  held  or  controlled, 
 directly  of  indirectly,  by  signatories  or  former  signatories.  45 
 11.  Intelsats  Certification,  executed  on  February  8,  2005,  by  Conny  L.  Kullman,  the  Chief  Executive  Officer  of  Intelsat,  Ltd.,  certifies  to  the  financial,  control,  and  ownership  interests  held  in 
 Intelsat  as  required  under  Section  621(  5)(  F)(  i),  stating  under  penalty  of  perjury,  that  the  information  provided  in  the  Certification  and  the  Petition  for  Declaratory  Ruling  is  true  and  correct.  46 


 12.  Specifically,  Intelsats  Certification,  as  required  under  Section  621(  5)(  F)(  i)(  I),  states  that  Intelsat  has  achieved  substantial  dilution  of  the  aggregate  amount  of  former  signatory  financial  interest 
 in  Intelsat.  47  Intelsat  further  certifies,  as  required  under  Section  621(  5)(  F)(  i)(  II),  that  [  a]  ny  signatories  or  former  signatories  that  retain  a  financial  interest  in  Intelsat  do  not  possess,  together  or  individually, 
 effective  control  of  Intelsat.  48  These  provisions  concern  the  continued  financial  interests  in,  and  continued  control  over,  the  privatized  Intelsat  by  Signatories  and  former  Signatories  of  INTELSAT.  49 
 Intelsat  also  certifies,  as  required  under  Section  621(  5)(  F)(  i)(  III),  that  [  n]  o  intergovernmental  organization  has  any  ownership  interest  in  a  successor  entity  of  Intelsat.  50  This  provision  concerns  the 
 nature  of  any  IGO  ownership  interests  in  Intelsat. 
 13.  Through  its  Petition  for  Declaratory  Ruling  and  the  record  developed  in  the  Zeus/  Intelsat  Transaction  proceeding,  Intelsat  requests  that  the  Commission  determine  that  Intelsat  is  in  compliance 


 with  the  Certification  it  filed  pursuant  to  Section  621(  5)(  F)  of  the  ORBIT  Act.  51  In  the  Zeus/  Intelsat  proceeding,  Intelsat  provided  information  about  the  ownership  structure  of  Intelsat  prior  to  and  after  the 


 45  ORBIT  Act,  as  amended,    621(  5)(  F)  and  (G). 
 46  February  9  Kullman  Certification. 
 47  February  9  Kullman  Certification  at  (i). 
 48  February  9  Kullman  Certification  at  (ii). 
 49  In  its  Petition  for  Declaratory  Ruling,  Intelsat  states  that  upon  consummation  of  the  Zeus/  Intelsat  Transaction,  all 
 existing  Signatory  or  former  Signatory  financial  interest  in  all  Intelsat  entities  will  be  eliminated  (Petition  for  Declaratory  Ruling  at  3);  and  that  upon  closing  of  the  Zeus/  Intelsat  Transaction,  the  existing  ownership  interest  of 


 former  Signatories  in  Intelsat,  Ltd.  will  be  eliminated  (Petition  for  Declaratory  Ruling  at  n.  12).  See  also,  February  9  Kullman  Certification  at  (iv)  (  I  have  read  the  foregoing  Petition  for  Declaratory  Ruling  that  Intelsat,  Ltd.  Complies 
 with  Section  621(  5)(  F)  of  the  ORBIT  Act.  The  representations  contained  therein  are  true  and  correct.)  50 
 February  9  Kullman  Certification  at  (iii).  51 
 Intelsat  Petition  at  2,  4,  and  5.  See  also  Zeus/  Intelsat  Order  and  Authorization,  para.  33  and  n.  96  (Zeus  acquired  all  interests  held  by  former  Signatories). 
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 merger  transaction  with  Zeus.  52  Prior  to  the  Zeus/  Intelsat  Transaction,  the  majority  of  ordinary  shares  in  Intelsat  Ltd.  were  under  Signatory  ownership.  53  Under  the  two-  phase  Zeus/  Intelsat  Transaction,  approved 
 in  the  Zeus/  Intelsat  Order  and  Authorization,  54  100  percent  of  the  outstanding  shares  in  Intelsat  Ltd.  were  ultimately  acquired  by  Zeus,  thus  eliminating  the  existing  ownership  interest  of  former  Signatories  in 
 Intelsat,  Ltd.  55  As  a  result,  upon  consummation  of  this  transaction,  each  of  the  four  Private  Equity  Funds,  which  each  hold  25  percent  of  the  equity  interest  in  Zeus,  indirectly  owns  25  percent  of  the  equity  interest 
 in  Intelsat,  Ltd.  56 
 14.  The  record  in  the  Zeus/  Intelsat  Transaction  proceeding,  and  the  Commissions  decision  in  Zeus/  Intelsat  Order  and  Authorization,  provide  information  as  to  the  identification  of  the  four  Private 


 Equity  Funds,  Intelsats  new  owners.  57  In  addition,  the  board  of  directors  of  Zeus  consists  of  an  equal  number  of  appointees  from  each  of  the  Private  Equity  Funds  so  that  none  of  the  Private  Equity  Funds  has 
 de  facto  control.  58  The  Commission  relied  on  this  information  in  making  its  decision  to  approve  the  Zeus/  Intelsat  Transaction,  and  Intelsat  consummated  the  transaction,  as  approved  by  the  Commission,  on 
 January  28,  2005.  59  Following  consummation  of  the  transaction,  Intelsat  states  that  all  existing  Signatory  or  former  Signatory  financial  interests  in  all  Intelsat  entities  have  been  eliminated  and  certifies  to  this 


 52  The  record  in  IB  Docket  No.  04-  366  has  been  incorporated  into  this  proceeding  as  directed  in  Public  Notice,  DA 
 05-  88,  Jan.  14,  2005,  at  2.  Detailed  information  concerning  (then  proposed)  new  ownership  interests  in  Intelsat  is  set  forth  in  (1)  the  Intelsat/  Zeus  Consolidated  Application  for  Consent  to  Transfers  of  Control  of  the  Holders  of  Title 


 II  and  Title  III  Authorizations,  Sept.  3,  2004  (  Consolidated  Application);  (2)  Erratum  to  the  Consolidated  Application,  including  a  replacement  application,  Sept.  10,  2004;  (3)  Letters  from  Counsel  for  Applicants  Zeus 
 Holdings  Limited  and  Intelsat,  Ltd.  to  Secretary,  FCC,  IB  Docket  No.  04-  366,  dated  Nov.  6,  2004  (  Nov.  6  Letter),  Nov.  30,  2004  (  Nov.  30  Letter),  and  Dec.  9,  2004  (  Dec.  9  Letter).  We  also  rely  on  public  data  as  well  as 
 information  provided  in  other  Commission  proceedings  for  purposes  of  verifying  Intelsats  Certification.  53 
 According  to  Intelsat,  in  August  2004,  at  the  time  of  the  announcement  of  the  sale  of  Intelsat  to  Zeus,  ownership  interest  of  former  Signatories  was  76.  6%.  Intelsat  Petition  for  Declaratory  Ruling  at  p.  5,  n.  12. 


 54  Zeus/  Intelsat  Order  and  Authorization  at  paras.  12  and  13. 
 55  Intelsat  Petition  for  Declaratory  Ruling  at  pp.  3,  5,  and  n.  12. 
 56  See  e.  g.,  Consolidated  Application,  Attachment  3  and  Nov.  6  Letter  at  pp.  6-  11,  explaining  the  ownership  and 
 control  structure  of  the  Private  Equity  Funds.  See  also,  Zeus/  Intelsat  Order  and  Authorization  at  paras.  6-  10;  Appendix  B,  para.  4,  and  Part  III. 


 57  As  generally  described  in  the  Consolidated  Application,  Zeus  is  wholly  owned  by  20  Investing  Funds  (including 
 domestic,  Cayman  Islands,  German,  Guernsey,  and  United  Kingdom  limited  partnerships,  a  Guernsey  corporation,  Dutch  partnerships,  and  a  Guernsey  employee  investment  plan)  ultimately  controlled  by  the  four  Private  Equity 


 Funds,  Apax,  Apollo,  MDP,  and  Permira.  See,  Consolidated  Application  at  2.  See  also,  Nov.  6  Letter  at  pp.  6-  11,  and  Zeus/  Intelsat  Order  and  Authorization  at  paras.  6-  10,  16-  27,  and  Appendix  B. 
 58  As  noted  in  the  Zeus/  Intelsat  Order  and  Authorization:  the  board  of  directors  of  Zeus  was  to  consist  of  four 
 individuals  elected  by  the  affirmative  vote  of  three-  fourths  of  the  votes  of  all  issued  and  outstanding  shares  of  Zeus  entitled  to  vote  on  the  election  of  directors;  each  private  equity  fund  had  the  right  to  appoint  one  board  member;  and 


 all  approvals  or  actions  of  Zeus  would  require  approval  by  three  of  the  four  directors,  with  the  exception  of  any  act  that  treats  any  one  of  the  Investing  Funds  differently  from  the  treatment  of  the  other  Investing  Funds,  which  would 
 require  the  approval  of  the  differently-  treated  Investing  Fund.  See  Zeus/  Intelsat  Order  and  Authorization  at  para.  13.  As  shown  in  a  subsequent  pro  forma  transfer  of  control  application  there  was  a  change  in  the  number  of 
 directors  from  four  to  nine;  each  of  the  four  Private  Equity  Funds  now  appoints  two  members  to  the  board,  and  one  of  the  directors  is  from  Zeus.  This  change  did  not  result  in  a  change  of  ownership  or  control  of  Intelsat.  See,  supra, 
 notes  39  and  41.  59 
 See,  supra,  note  38.  We  note  that  the  pro  forma  transfer  of  control  applications  filed  by  Intelsat  on  February  3,  2005,  and  granted  by  the  Commission  on  February  23,  2005,  did  not  involve  a  change  in  the  ultimate  ownership  and 


 control  of  Intelsat,  as  approved  by  the  Commission  in  its  Zeus/  Intelsat  Order  and  Authorization.  See,  supra,  notes  39  and  41. 
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 result.  60  Accordingly,  based  on  the  record  in  this  proceeding  and  information  provided  in  the  Zeus/  Intelsat  Transaction  proceeding,  we  find  that  no  former  Signatory  has  control  over  the  voting 
 interest  held  by  any  investing  fund  61  and  that  Intelsat  has  achieved  substantial  dilution  of  the  aggregate  amount  of  former  Signatory  financial  interest  in  Intelsat.  62  Thus,  we  find  that  Intelsat  is  in  compliance 
 with  its  Certification  made  pursuant  to  Sections  621(  5)(  F)(  i)(  I)  and  (II)  of  the  ORBIT  Act. 
 15.  In  the  Intelsat  LLC  ORBIT  Act  Compliance  Order,  we  found  that  the  International  Telecommunications  Satellite  Organization  (  ITSO),  a  residual  IGO  created  in  2000  to  monitor 


 Intelsats  provision  of  services  to  lifeline  countries  under  a  public  service  agreement  between  INTESLAT  and  the  residual  IGO,  retained  no  ownership  interest  in  Intelsat.  63  Based  on  the  record  in  this 
 proceeding  and  information  provided  in  the  Zeus/  Intelsat  Transaction  proceeding,  we  find  that  there  has  been  no  change  in  ITSOs  status  with  respect  to  its  ownership  relationship  with  Intelsat  and  that  no  other 
 IGO  has  any  ownership  in  Intelsat.  Accordingly,  we  find  that  Intelsat  is  in  compliance  with  its  Certification  made  pursuant  to  Section  621(  5)(  F)(  i)(  III)  of  the  ORBIT  Act. 


 16.  We  next  turn  to  the  concerns  raised  by  the  Intelsat  Retirees.  The  Intelsat  Retirees  argue  that  it  is  improper  for  Intelsat  to  claim  in  this  proceeding  that  it  has  completed  privatization  while  at  the  same 
 time  claiming  treaty  immunity  as  a  public  international  organization  in  a  pending  court  proceeding.  64  The  Intelsat  Retirees  also  argue  that,  as  alleged  in  the  pending  class  action  suit,  Intelsat  has  failed  to  provide 
 vested  health  benefits  to  certain  Retirees  as  required  by  INTELSAT  Board  Resolutions  in  March  and  April  2001,  a  condition  of  the  transfer  of  INTELSAT  to  the  private  entity.  Until  the  vested  health  benefits 


 60  Intelsat  Petition  for  Declaratory  Ruling  at  p.  3;  and  February  9  Kullman  Certification  at  (i),  (ii)  and  (iv).  See  also 
 Zeus/  Intelsat  Order  and  Authorization,  para.  33  and  n.  96  (Zeus  acquired  all  interests  held  by  former  Signatories).  61 
 Our  finding  that  no  former  Signatory  has  control  over  the  voting  interest  held  by  any  investing  fund  is  supported  by  the  record  in  the  Intelsat/  Zeus  Transaction.  That  record  established  that  none  of  the  four  Private  Equity  Funds 


 itself  is  controlled  by  any  principal  or  group  of  principals,  except  that  two  U.  S.  citizens  control  the  Apollo  fund.  See,  Zeus/  Intelsat  Order  and  Authorization  at  Appendix  B  para.  26  and  n.  85  (two  Apollo  principals  that  are  the 
 members,  managers,  and  shareholders  of  Apollo  Advisors  V  (EH),  LLC  and  AIF  V  Management  Inc.  are  U.  S.  citizens);  see  also  id.  at  Appendix  C  (ownership  charts).  The  principals  who  ultimately  hold  the  voting  rights  of 
 each  of  the  four  Private  Equity  Funds  are  citizens  or  the  estate  planning  vehicles  of  citizens  of  the  United  States  or  other  WTO  Member  countries.  Id.  at  Appendix  C.  See  also,  Nov.  6  Letter  at  pp.  6-  11. 
 62  The  ORBIT  Act  defines  substantial  dilution  for  purposes  of  Section  621(  5)(  F)  to  mean  that  a  majority  of  the 
 financial  interests  in  the  successor  entity  (i.  e.,  INTELSAT)  is  no  longer  held  or  controlled,  directly  or  indirectly,  by  signatories  or  former  signatories.  See,  ORBIT  Act    621(  5)(  G).  In  the  Zeus/  Intelsat  Order  and  Authorization  we 


 examined  the  foreign  equity  and  voting  interests  that  would  be  held  by  and  through  the  20  Investing  Funds,  which  were  ultimately  controlled  by  the  principals  of  the  four  Private  Equity  Funds,  which  collectively  owned  100  percent 
 of  Zeus.  See,  Zeus/  Intelsat  Order  and  Authorization  at  Appendix  B,  para.  4.  Based  on  our  review  and  findings  in  the  Zeus/  Intelsat  proceeding,  we  conclude  for  purposes  of  this  proceeding,  that  any  financial  or  equity  interest  held 
 by  existing  Signatories  or  former  Signatories  in  INTELSAT  by  the  new  owners  of  Intelsat  has  been  substantially  diluted  as  defined  under  Section  621(  5)(  G)  of  the  ORBIT  Act.  See,  ORBIT  Act    621(  5)(  G);  and  Zeus/  Intelsat 
 Order  and  Authorization  at  Appendix  B,  paras.  6-  40.  In  addition,  we  note  that  in  this  proceeding,  Intelsat  claims  that  all  existing  Signatory  or  former  Signatory  financial  interest  in  all  Intelsat  entities  was  eliminated  upon 
 consummation  of  the  transaction  approved  by  the  Commission  in  the  Zeus/  Intelsat  Order  and  Authorization.  See  Petition  for  Declaratory  Ruling  at  p.  3  and  February  9  Kullman  Certification  at  (iv). 
 63  Intelsat  LLC  ORBIT  Act  Compliance  Order  at  para.  28.  Rather,  ITSO  has  a  supervisory  role  to  ensure  that  Intelsat 
 honors  its  commitments  to  maintain  global  connectivity  and  coverage  and  provide  satellite  capacity  to  lifeline  countries  under  the  public  services  agreement.  See,  INTELSAT  Assembly  of  Parties,  Record  of  Decisions  of  the 


 Twenty-  Fifth  (Extraordinary)  Meeting,  13-  17  Nov.  2000,  AP-  25-  3E  FINAL  W/  11/  00.  64 
 See,  Statement  on  behalf  of  Intelsat  Retirees,  supra,  note  43.  The  attachments  filed  on  behalf  of  the  Intelsat  Retirees  included  pleadings  pending  before  the  United  States  District  Court  for  the  District  of  Columbia,  Civil 


 Action  No.  1:  04CV01618  (D.  D.  C.  filed  Sept.  20,  2004)  (  Acosta  v.  Intelsat  Global  Service  Corp.). 
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 are  provided,  the  Intelsat  Retirees  claim  Intelsat  has  not  completed  the  transition  to  privatization.  65  Intelsat  replies  that  the  Retirees  submission  concerns  a  matter  unrelated  to  Intelsats  Petition  for 
 Declaratory  Ruling  and  Certification  and  improperly  attempts  to  draw  the  Commission  into  an  alleged  private  breach  of  contract  dispute  pending  before  a  U.  S.  district  court.  66 


 17.  In  the  Intelsat  LLC  ORBIT  Act  Compliance  Order,  the  Commission  reviewed  Intelsats  privatization  plan  and  found  that,  consistent  with  the  requirements  under  Section  621(  3)  of  the  ORBIT 
 Act,  neither  Intelsat  Ltd.,  Intelsat  LLC  nor  any  other  Intelsat  subsidiary  have  privileges  and  immunities  of  the  type  accorded  to  the  former  IGO  (INTELSAT).  67  The  Commission  found  that  the  privatized  Intelsat 
 and  its  subsidiaries  would  be  organized  under  national  laws  and  subject  to  the  requirements  and  regulations  in  which  they  operate  including  tax  and  legal  liability.  68  Thus,  in  granting  Intelsat  licensing 
 authority,  the  Commission  was  satisfied  that  the  privileges  and  immunities  had  been  terminated  consistent  with  the  requirements  of  the  ORBIT  Act.  69  Intelsat  remains  under  a  continuing  obligation  to  comply  with 
 Section  621(  3)  of  the  ORBIT  Act  under  the  terms  of  its  license.  70  Our  review  in  this  proceeding,  however,  concerns  the  evaluation  of  Intelsats  Certification  pursuant  to  Section  621(  5)(  F)  of  the  ORBIT 
 Act  and  whether  Intelsat  has  achieved  a  substantial  dilution  of  Signatory  and  former  Signatory  financial  interest  and  control,  and  whether  all  IGO  ownership  interest  in  Intelsat  has  been  eliminated.  As  discussed 
 above,  we  have  found  that  the  record  in  this  proceeding,  along  with  the  record  in  the  Zeus/  Intelsat  Transaction  proceeding,  supports  such  a  finding.  The  arguments  raised  by  the  Intelsat  Retirees  as  to 
 matters  alleged  in  the  pending  class  action  case  do  not  provide  a  basis  for  finding  that  Intelsat  has  not  complied  with  its  Certification  under  Section  621(  5)(  F). 


 IV.  CONCLUSION 
 18.  Based  on  the  above,  we  conclude  that  Intelsat  has  complied  with  Section  621(  5)(  F)  of  the  ORBIT  Act,  and  as  such,  may  forego  an  IPO  and  public  securities  listing  as  required  under  Section 


 621(  5)(  A)  and  (B).  71  Thus,  we  remove  from  Intelsats  licensing  authority,  conditions  that  require  Intelsat  to  conduct  an  IPO  consistent  with  Sections  621(  2)  and  621(  5)(  A)  of  the  ORBIT  Act.  72  Further,  given  our 


 65  See,  Statement  on  behalf  of  Intelsat  Retirees,  supra,  note  43. 
 66  Intelsat  Response  at  1. 
 67  Intelsat  LLC  ORBIT  Act  Compliance  Order  at  para.  29.  Section  621(  3)  of  the  ORBIT  Act  provides: 
 TERMINATION  OF  PRIVILEGES  AND  IMMUNITIES.    The  preferential  treatment  of  INTELSAT  and  Inmarsat  shall  not  be 
 extended  to  any  successor  entity  or  separated  entity  of  INTELSAT  or  Inmarsat.  Such  preferential  treatment  includes    (A)  privileged  or  immune  treatment  by  national  governments;  (B)  privileges  or  immunities  or  other  competitive 


 advantages  of  the  type  accorded  INTELSAT  and  Inmarsat  and  their  Signatories  through  the  terms  and  operation  of  the  INTELSAT  Agreement  and  the  associated  Headquarters  Agreement  and  the  Inmarsat  Convention;  and  (C) 
 preferential  access  to  orbital  locations.  Access  to  new,  or  renewal  of  access  to,  orbital  locations  shall  be  subject  to  the  legal  or  regulatory  processes  of  a  national  government  that  applies  due  diligence  requirements  intended  to 
 prevent  the  warehousing  of  orbital  locations.  See,  ORBIT  Act    621(  3).  68 
 Intelsat  LLC  ORBIT  Act  Compliance  Order  at  para.  29  (  Intelsat  LLC  will  operate  in  the  U.  S.  market  subject  to  the  same  laws  that  apply  to  U.  S.  satellite  service  providers.  It  will  have  no  immune  treatment  from  the  INTELSAT 


 Agreement  that  provides  for  the  creation  of  ITSO.)  69 
 Intelsat  LLC  ORBIT  Act  Compliance  Order  at  para.  31.  70 
 The  Commission  conditioned  Intelsats  licenses  in  2000  on  privatization  in  a  manner  consistent  with  Section  621  and  622  of  the  ORBIT  Act.  Intelsat  LLC  Licensing  Order  at  para.  160.  It  conditioned  its  findings  in  the  2001 


 Intelsat  LLC  ORBIT  Act  Compliance  Order  on  compliance  with  the  terms  and  conditions  of  the  Intelsat  LLC  Licensing  Order.  See,  Intelsat  LLC  ORBIT  Act  Compliance  Order  at  para.  75. 
 71  ORBIT  Act,  as  amended,    621(  5)(  F). 
 72  Intelsat  LLC  ORBIT  Act  Compliance  Order  at  paras.  71,  76. 
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 findings  in  this  Order,  along  with  our  previous  findings  in  the  Intelsat  LLC  ORBIT  Act  Compliance  Order  that  Intelsats  privatization  is  consistent  with  the  non-  IPO  provisions  of  ORBIT  Act,  73  we  find  that 
 Intelsat  has  met  the  criteria  set  forth  under  Sections  621  and  622  of  the  ORBIT  Act  for  the  purpose  of  satisfying  the  Certification  requirement.  Consequently,  we  find  that  Section  602,  which  prohibits  Intelsat 
 from  providing  additional  services  and  requires  the  United  States  to  decline  and  oppose  new  orbital  locations  for  provision  of  such  services  until  Intelsat  meets  the  privatization  requirements  of  the  ORBIT 
 Act,  is  no  longer  applicable.  74 
 V.  ORDERING  CLAUSES 
 19.  Accordingly,  it  is  DETERMINED  THAT  Intelsat,  Ltds  Certification  COMPLIES  WITH  Section  621(  5)(  F)  and  (G)  of  the  Open-  Market  Reorganization  for  the  Betterment  of  International 


 Communications  Act,  as  amended.  ORBIT  Act    621(  5)(  F)  and  621(  5)(  G). 
 20.  Accordingly,  it  is  FURTHER  DETERMINED  THAT  by  this  action,  and  consistent  with  the  provisions  of  the  Open-  Market  Reorganization  for  the  Betterment  of  International  Communications  Act, 


 as  amended,  Intelsat,  Ltd.  may  forgo  the  requirement  that  it  hold  an  initial  public  offering  of  securities  as  set  forth  in  Sections  621(  2)  and  621(  5)(  A)  and  a  public  listing  of  securities  as  set  forth  in  Section 
 621(  5)(  B).  ORBIT  Act    621(  2),  621(  5)(  A),  621(  5)(  B),  621(  5)(  F),  and  621(  5)(  G). 
 21.  Accordingly,  it  is  FURTHER  DETERMINED  THAT  by  this  action,  and  consistent  with  the  provisions  of  the  Open-  Market  Reorganization  for  the  Betterment  of  International  Communications  Act, 


 as  amended,  Intelsat,  Ltd.  IS  NO  LONGER  SUBJECT  TO  the  provisions  under  Section  602,  which  prohibited  Intelsat,  Ltd.  from  providing  additional  services  and  required  the  United  States  to  oppose  and 
 decline  to  facilitate  applications  for  new  orbital  locations  to  provide  such  services.  ORBIT  Act    602(  a),  602(  b). 


 22.  Accordingly,  it  is  FURTHER  DETERMINED  THAT  by  this  action,  and  consistent  with  the  provisions  of  the  Open-  Market  Reorganization  for  the  Betterment  of  International  Communications  Act, 
 as  amended,  the  conditions  on  Intelsat  Ltd.  s  licenses  and  authorizations  prohibiting  Intelsat  Ltd.  from  providing  additional  services,  defined  as  direct-  to-  home  (DTH)  or  direct  broadcast  satellite  (DBS)  video 
 services,  or  services  in  the  Ka  or  V  bands,  IS  HEREBY  REMOVED.  ORBIT  Act    602(  a),  681(  a)(  12)(  B). 


 73  Intelsat  LLC  ORBIT  Act  Compliance  Order  at  paras.  71-  73,  76. 
 74  ORBIT  Act,    602(  a)  and  (b). 
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 23.  Accordingly,  it  is  FURTHER  DETERMINED  THAT  by  this  action,  and  consistent  with  the  provisions  of  the  Open-  Market  Reorganization  for  the  Betterment  of  International  Communications  Act, 
 as  amended,  the  condition  on  Intelsat  Ltd.  s  licenses  and  authorizations  that  require  a  Commission  finding  that  Intelsat  has  fully  complied  with  the  privatization  requirements  under  Section  621  of  the  ORBIT  Act 
 by  either  conducting  an  initial  public  offering  in  accordance  with  Sections  621(  2)  and  621(  5)(  A)(  i)  or  by  making  a  certification  to  the  Commission  pursuant  to  Section  621(  F)  that  the  Commission  has  determined 
 is  in  compliance  with  the  certification  requirements  of  Section  621(  F)  of  the  ORBIT  Act,  IS  HEREBY  REMOVED.  ORBIT  Act    621(  2),  621(  5)(  A)(  i),  621(  F). 


 FEDERAL  COMMUNICATIONS  COMMISSION 


 Marlene  H.  Dortch  Secretary 
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