SkyTerra Communications Inc. today said it has agreed to acquire a 50 percent stake Hughes Network Systems, a wholly owned subsidiary of The DirecTV Group Inc. in exchange for $50 million in cash and 300,000 shares of SkyTerra common stock.

Under the terms of the agreement, substantially all of Hughes Network System’s assets and liabilities will be contributed to a new limited liability company and, upon closing, SkyTerra will purchase its interest in the new venture. DirecTV will retain a 50 percent in the new venture as well. Also, as part of the transaction, the new venture will own the Spaceway 3 satellite, a Ka-band broadband communications satellite currently being manufactured by Boeing. DirecTV will retain the other two Spaceway satellites to support its direct-to-home satellite television business. Spaceway 3 is expected to be launched early 2007.

SkyTerra is an affiliate of private equity firm Apollo Management L.P.