DTV » Topics » Hughes Network Systems-SkyTerra Transaction

This excerpt taken from the DTV 10-K filed Mar 10, 2006.

Hughes Network Systems—SkyTerra Transaction

        On December 6, 2004, we announced an agreement, which we refer to as the SkyTerra transaction, to sell a 50% interest in HNS LLC to SkyTerra. On April 22, 2005, upon receipt of regulatory approval and completion of the required financing transactions, we completed the contribution of the HNS net assets to HNS LLC and the sale of the 50% interest in HNS LLC to SkyTerra. In exchange for our contribution of the HNS assets to HNS LLC we received cash proceeds of $196.0 million, and for the sale of the 50% interest in HNS LLC, we received proceeds of $61.4 million, including cash of $50.0 million, and 300,000 shares of SkyTerra common stock with a fair value of $11.4 million.

        We recorded pre-tax impairment charges of $25.3 million during 2005 to "(Gain) loss from asset sales and impairment charges, net" in our Consolidated Statements of Operations primarily related to an increase in the book value of the assets contributed in excess of the fair value indicated by the sale price. Including the $25.3 million of charges in 2005 and the $190.6 million charge we recorded upon announcement of this transaction in the fourth quarter of 2004, the total impairment charge related to this transaction was $215.9 million.

        In January 2006, we completed the sale of our remaining 50% interest in HNS LLC to SkyTerra.

        "Assets of business held for sale" and "Liabilities of business held for sale" in the Consolidated Balance Sheets as of December 31, 2004 include substantially all of the remaining assets and liabilities of HNS. The carrying amounts of major classes of HNS' assets and liabilities that were included in

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"Assets of business held for sale" and "Liabilities of business held for sale" in our Consolidated Balance Sheets were as follows:

 
  December 31,
2004

 
  (Dollars in Millions)

Total current assets   $ 314.3
Total assets     521.1
Total current liabilities     204.9
Total liabilities     240.6
This excerpt taken from the DTV 10-Q filed Nov 4, 2005.

Hughes Network Systems—SkyTerra Transaction

        On December 6, 2004, we announced an agreement, which we refer to as the SkyTerra transaction, to sell a 50% interest in Hughes Network Systems LLC, or HNS LLC, a new entity that owns

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substantially all of the remaining net assets of HNS, to SkyTerra Communications, Inc., or SkyTerra, an affiliate of Apollo Management. On April 22, 2005, upon receipt of regulatory approval and completion of the required financing transactions, we completed the contribution of the HNS net assets to HNS LLC and the sale of the 50% interest in HNS LLC to SkyTerra. In exchange for our contribution of the HNS assets to HNS LLC we received cash proceeds of $196.0 million, which is net of closing adjustments, and for the sale of the 50% interest in HNS LLC, we received proceeds of $61.4 million, including cash of $50.0 million, and 300,000 shares of SkyTerra common stock with a fair value of $11.4 million. The proceeds remain subject to adjustment based on a working capital calculation required by the agreement. In our proposed final working capital statement, we asserted that we were entitled to an additional payment from HNS LLC of $12 million. In a letter dated October 21, 2005, HNS LLC notified us of objections to the proposed final working capital statement and asserted that an additional payment of $19.7 million was due from DIRECTV to HNS LLC. Under the terms of the agreement, if the parties are unable to resolve the dispute, it may be referred to an independent accounting firm for binding resolution.

        We recorded pre-tax charges of $25.3 million during the nine month period ended September 30, 2005 to "(Gain) loss from asset sales and impairment charges, net" in our Consolidated Statements of Operations primarily related to an increase in the book value of the assets contributed in excess of the fair value indicated by the sale price. Including the $25.3 million of charges in 2005 and the $190.6 million charge we recorded upon announcement of this transaction in the fourth quarter of 2004, the total impairment charge related to this transaction was $215.9 million.

        The carrying amounts of major classes of HNS' assets and liabilities that were included in "Assets of business held for sale" and "Liabilities of business held for sale" in our Consolidated Balance Sheets as December 31, 2004 were as follows:

 
  December 31, 2004
 
  (Dollars in Millions)

Total current assets   $ 314.3
Total assets     521.1
Total current liabilities     204.9
Total liabilities     240.6
This excerpt taken from the DTV 10-Q filed Aug 5, 2005.

Hughes Network Systems—SkyTerra Transaction

        On December 6, 2004, we announced an agreement, which we refer to as the SkyTerra transaction, to sell a 50% interest in a new entity that owns substantially all of the remaining net assets of HNS, including the assets of the SPACEWAY business, to SkyTerra Communications, Inc., or SkyTerra, an affiliate of Apollo Management. The assets of the SPACEWAY business exclude rights to the first two satellites designed for the SPACEWAY program, SPACEWAY 1 and SPACEWAY 2, which will be used to support DIRECTV U.S.' DTH satellite broadcasting business. The SPACEWAY assets include the rights related to the third SPACEWAY satellite that is currently under construction, as well as rights to a contemplated fourth SPACEWAY satellite and certain ground equipment and related intellectual property. On April 22, 2005, upon receipt of regulatory approval and completion of the required financing transactions, we completed the contribution of the HNS net assets to Hughes Network Systems LLC, or HNS LLC, and the sale of the 50% interest in HNS LLC to SkyTerra. In exchange for our 50% interest in HNS LLC, we received total proceeds of $257.4 million, including cash of $246.0 million, which is net of closing adjustments, and 300,000 shares of SkyTerra common stock with a fair value of $11.4 million. The proceeds remain subject to adjustment based on a working capital calculation required by the agreement.

        We recorded pre-tax charges of $4.4 million during the three month period ended June 30, 2005 and $25.3 million during the six month period ended June 30, 2005 to "(Gain) loss from asset sales and impairment charges, net" in our Consolidated Statements of Operations primarily related to an increase in the book value of the assets contributed in excess of the fair value indicated by the sale price. Including the $25.3 million of charges in 2005 and the $190.6 million charge we recorded upon announcement of this transaction in the fourth quarter of 2004, the total impairment charge related to this transaction was $215.9 million.

        Also, as a result of this transaction, we recorded $3.4 million of pension related charges during the second quarter of 2005 to "General and administrative expenses" in our Consolidated Statements of

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Operations and expect to record additional pension settlement charges of up to $13.9 million during the remainder of 2005.

        The carrying amounts of major classes of HNS' assets and liabilities that were included in "Assets of business held for sale" and "Liabilities of business held for sale" in our Consolidated Balance Sheets as December 31, 2004 were as follows:

 
  December 31, 2004
 
  (Dollars in Millions)

Total current assets   $ 314.3
Total assets     521.1
Total current liabilities     204.9
Total liabilities     240.6
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