What it does It requires SBS to provide advance or periodic notice of material corporate, ownership, financing, service-portfolio, and securities changes. SBS must report new owners reaching at least 5 percent, identify non-U.S. Class A shareholders quarterly, and give advance notice of specified preferred-stock and Class B common-stock actions. The LOA also requires neutral third-party financial audits, including internal-control reviews, beginning with fiscal year 2023 and continuing for fiscal year 2024 and any audits DOJ requests. DOJ may object to auditors, approve audit terms, receive reports directly, meet privately with auditors, conduct site visits, and request information.

Who it affects The commitments bind SBS and can affect its successors-in-interest, foreign investors, corporate management, auditors, and FCC authorization. DOJ receives compliance and oversight rights; the FCC may condition, modify, revoke, or terminate relevant authorization if concerns are not resolved or SBS breaches the LOA.

Why it matters The LOA is the national-security mitigation arrangement supporting DOJ’s non-objection to FCC consent for SBS’s foreign-ownership petition. It links continued FCC authorization to ownership transparency, financial-control review, and ongoing DOJ access and enforcement recommendations.

Key dates and numbers

• Dated November 28, 2022; FCC MB Docket No. 22-61 (TT 22-001).
• SBS sought authority to exceed 25 percent foreign ownership and potentially reach 49.99 percent aggregate foreign ownership.
• Notice periods include 10 days for newly identified 5-percent owners, 15 days after each quarter for identified non-U.S. Class A owners, and 30 to 60 days for specified changes.
• The initial audit covers fiscal year 2023; a subsequent audit covers fiscal year 2024, with final reports generally due within 180 days of the applicable triggering event.
• MB Docket No. 22-61 (TT 22-001)