Attachment DA 09-1350

DA 09-1350

PUBLIC NOTICE submitted by FCC

DA 09-1350

2009-06-19

This document pretains to ITC-ASG-20090522-00242 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2009052200242_718601

PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 TWELFTH STREET, S.W. WASHINGTON, D.C. 20554 DA 09-1350 News media information 202/418-0500 Fax-On-Demand 202/418-2830 Internet: http://www.fcc.gov ftp.fcc.gov Released: June 19, 2009 AT&T INC. AND CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS SEEK FCC CONSENT TO ASSIGN OR TRANSFER CONTROL OF LICENSES AND AUTHORIZATIONS AND MODIFY A SPECTRUM LEASING ARRANGEMENT WT Docket No. 09-104 PLEADING CYCLE ESTABLISHED Petitions to Deny Due: July 20, 2009 Oppositions Due: July 30, 2009 Replies Due: August 6, 2009 I. INTRODUCTION AT&T Inc. (“AT&T”) and Cellco Partnership d/b/a Verizon Wireless and certain of its subsidiaries (“Verizon Wireless”) (collectively, “the Applicants”) have filed a series of applications (“Applications”) pursuant to Sections 214 and 310(d) of the Communications Act of 1934, as amended.1 In these applications, the Applicants seek Commission approval of the assignment or transfer of control of certain wireless licenses and related authorizations located in parts of 18 states held by Verizon Wireless and its subsidiaries from Verizon Wireless to AT&T. The Applicants also seek to modify an existing spectrum leasing arrangement in connection with this transaction. The Applicants state that this transaction implements most of the divestitures required by Verizon Wireless’s acquisition of ALLTEL Corporation.2 These assignment and transfer of control applications pertain to licenses and a de facto transfer spectrum leasing 1 47 U.S.C. §§ 214, 310(d). 2 Applications of Cellco Partnership d/b/a Verizon Wireless and Atlantis Holdings LLC for Consent to Transfer Control of Licenses, Authorizations, and Spectrum Manager and De Facto Transfer Leasing Arrangements and Petition for Declaratory Ruling That the Transaction Is Consistent with Section 310(b)(4) of the Communications Act, WT Docket No. 08-95, Memorandum Opinion and Order and Declaratory Ruling, , 23 FCC Rcd 17444, 17515-16 ¶¶ 157, 159 (2008) (“Verizon-ALLTEL Order”). Specifically, this proposed transaction would fulfill the required divestiture in 79 of the 105 CMAs set forth in the Verizon-ALLTEL Order.

arrangement for the Part 22 Cellular Radiotelephone Service, the Part 24 Personal Communications Service, the Part 27 Advanced Wireless Service, and the Part 101 Common Carrier Fixed Point-to-Point Microwave Service, as well as international Section 214 authorizations. To accomplish this transaction, Verizon Wireless and its subsidiaries that hold the licenses and authorizations that are the subject of these Applications will contribute those licenses and authorizations (and related assets3) to a wholly-owned, indirect subsidiary of Verizon Wireless called Abraham Divestiture Company LLC (“ADC”). Verizon Wireless also will cause its indirect subsidiaries that collectively hold an approximate 94.9 percent interest in Las Cruces Cellular Telephone Company to contribute that interest to ADC. Simultaneously, the indirect Verizon Wireless subsidiary that is the parent of ADC will transfer its interest in ADC to AT&T Mobility LLC, an indirect subsidiary of AT&T, thereby causing ADC to become a wholly-owned, indirect subsidiary of AT&T.4 II. SECTION 310(d) APPLICATIONS Parts 22, 24, 27, and 101 – Wireless Radio Services Applications The following applications for consent to the full and partial assignment or transfer of control of certain licenses from Verizon Wireless to ADC, as owned and controlled by AT&T, have been assigned the file numbers listed below. 3 These related network and operational assets include, among other things, certain employees, retail sites, and customers. See Application, File No. 0003840313, Public Interest Statement at 6. 4 The Applicants state that AT&T may elect to treat this transaction as part of a reverse like-kind exchange under section 1031 of the Internal Revenue Code, 26 U.S.C. § 1031. If so, the Applicants propose that the indirect Verizon Wireless subsidiary that is the parent of ADC will initially transfer its interest in ADC not to an indirect subsidiary of AT&T but instead to Garden Acquisitions Inc. (“GAI”), which would function as an exchange accommodation title holder. GAI would hold title to the interest in ADC for up to 180 days after the closing of this transaction. During this time period, AT&T would manage the subject licenses and authorizations. Upon the completion of the like-kind exchange or after 180 days, whichever comes earlier, GAI would transfer title to the interest in ADC to an indirect subsidiary of AT&T. The Applicants have stated that AT&T will notify the Commission promptly after the closing of this transaction whether it has elected to treat this transaction as part of a reverse like-kind exchange. For further discussion of this reverse like-kind exchange, see Application, File No. 0003840313, Public Interest Statement at 8 n.6 (filed May 22, 2009; amended June 5, 2009). We note that the Applicants have filed two Ownership Reports (Form 602) for the proposed transaction. One Form 602 shows the proposed ownership structure if ADC is transferred to AT&T directly, see AT&T, Ownership Report, File No. 0003847176 (filed May 21, 2009), while the other Form 602 shows the proposed ownership structure if the exchange accommodation title holder is utilized. See Abraham Divestiture Company LLC, Ownership Report, File No. 0003848307 (filed May 21, 2009). In order for the Commission to review the possible reverse like-kind exchange, the Applicants must all agreements between the Applicants and GAI prior to obtaining Commission consent to the transaction. Upon reviewing these agreements, the Commission may require the release of a subsequent public notice regarding this transaction. 2

File No. Licensee Lead Call Sign 00038403135 ALLTEL Communications, LLC KNKA543 0003841825 ALLTEL Communications, LLC KNLG298 0003845294 Alltel Communications, LLC WMJ261 0003841826 ALLTEL Communications of New Mexico, Inc. KNKN216 0003841827 ALLTEL Communications of Southern Michigan Cellular LP KNKA506 0003841830 ALLTEL Communications of the Southwest Limited Partnership KNKN206 0003841832 Alltel Communications of Virginia No. 1, LLC KNKA655 0003845295 Alltel Communications of Virginia No. 1, LLC WLV528 0003841833 Alltel New License Sub, LLC WQIF351 0003845109 Las Cruces Cellular Telephone Company KNKA605 0003841837 Midwest Wireless Communications L.L.C. d/b/a Alltel KNLG882 0003841834 Midwest Wireless Communications L.L.C. d/b/a Alltel KNLF485 0003841842 Midwest Wireless Iowa L.L.C. d/b/a Alltel WPOM853 0003841840 Midwest Wireless Iowa L.L.C. d/b/a Alltel KNLG863 0003841902 WWC Holding Co., Inc. KNKA571 0003841967 WWC Holding Co., Inc. KNLF934 0003841846 WWC License L.L.C. KNKA573 0003841843 WWC License L.L.C. WPYQ942 0003845283 WWC License L.L.C. WMK901 0003841868 Cellco Partnership WQCS434 0003845282 New Par WQHT227 0003841849 New Par KNLF500 0003841851 RCC Minnesota, Inc. WQFA857 0003841854 RCC Minnesota, Inc. KNKN282 0003841852 RCC Minnesota, Inc. WMR721 0003841857 Verizon Wireless (VAW) LLC KNLH260 Part 24 – Wireless Radio Services Applications – De Facto Transfer Spectrum Lease The following application for a new long-term de facto transfer spectrum leasing arrangement between New Cingular Wireless PCS, LLC, a wholly-owned subsidiary of AT&T, and Alltel Communications, LLC, a wholly-owned subsidiary of Verizon Wireless, has been assigned the file number listed below.6 5 This application is the lead application for the wireless radio services. 6 In this application, New Cingular Wireless PCS, LLC and Alltel Communications, LLC (collectively, “Spectrum Lease Applicants”) seek Commission approval of a replacement lease for a portion of an existing lease of this spectrum between the Spectrum Lease Applicants. The lease is being modified to cancel that portion of the existing lease that pertains to the geographic area in which Alltel Communications, LLC is divesting spectrum to ADC as controlled by AT&T (the parent of the underlying licensee) through this transaction. The Spectrum Lease Applicants will subsequently notify the Commission of the termination of the existing leasing arrangement. See Application, File No. 0003847528, Description of Transaction at 1-2. 3

File No. Lessee Lead Lease ID Number 0003847528 Alltel Communications, LLC L000003395 III. SECTION 214 AUTHORIZATIONS The following applications for consent to the partial assignment of international Section 214 authorizations held by certain Verizon Wireless subsidiaries to ADC, as owned and controlled by AT&T, have been assigned the file numbers listed below. File No. Authorization Holder Authorization Number ITC-ASG-20090552-00244 Alltel Communications, LLC ITC-214-19960404-00138 ITC-ASG-20090522-00241 Western Wireless, LLC ITC-214-20010427-00254 ITC-ASG-20090522-00243 Cellco Partnership ITC-214-20010504-00279 ITC-ASG-20090522-00242 Rural Cellular Corporation ITC-214-19940224-00114 ITC-214-19980401-00220 V. EX PARTE STATUS OF THIS PROCEEDING Pursuant to Section 1.1200(a) of the Commission’s rules,7 the Commission may adopt modified or more stringent ex parte procedures in particular proceedings if the public interest so requires. We announce that this proceeding will be governed by permit-but-disclose ex parte procedures that are applicable to non-restricted proceedings under Section 1.1206 of the Commission’s rules.8 Parties making oral ex parte presentations are directed to the Commission’s statement reemphasizing the public’s responsibility in permit-but-disclose proceedings and are reminded that memoranda summarizing the presentation must contain the presentation’s substance and not merely list the subjects discussed.9 More than a one- or two-sentence description of the views and arguments presented is generally required.10 Other rules pertaining to oral and written presentations are set forth in Section 1.1206(b) as well.11 We urge parties to use the Electronic Comment Filing System (“ECFS”) to file ex parte submissions.12 7 47 C.F.R. § 1.1200(a). 8 Id. § 1.1206. 9 See Commission Emphasizes the Public’s Responsibilities in Permit-But-Disclose Proceedings, Public Notice, 15 FCC Rcd 19945 (2000). 10 See 47 C.F.R. § 1.1206(b)(2). 11 Id. § 1.1206(b). 12 See discussion infra Part VI. 4

VI. GENERAL INFORMATION The assignment and transfer of control applications referenced herein have been found, upon initial review, to be acceptable for filing. The Commission reserves the right to return any application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules or policies. Final action on these applications will not be taken earlier than thirty-one days following the date of this Public Notice.13 Interested parties must file petitions to deny no later than July 20, 2009. Persons and entities that file petitions to deny become parties to the proceeding. They may participate fully in the proceeding, including seeking access to any confidential information that may be filed under a protective order, seeking reconsideration of decisions, and filing appeals of a final decision to the courts. Oppositions to such pleadings must be filed no later than July 30, 2009. Replies to such pleadings must be filed no later than August 6, 2009. All filings concerning matters referenced in this Public Notice should refer to DA 09-1350 and WT Docket No. 09-104, as well as the specific file numbers of the individual applications or other matters to which the filings pertain. Under the Commission’s current procedures for the submission of filings and other documents,14 submissions in this matter may be filed electronically (i.e., though ECFS) or by hand delivery to the Commission’s Massachusetts Avenue location. · If filed by ECFS,15 comments shall be sent as an electronic file via the Internet to http://www.fcc.gov/e-file/ecfs.html. In completing the transmittal screen, commenters should include their full name, Postal Service mailing address, and the applicable docket number. Parties may also submit an electronic comment by Internet e-mail. To get filing instructions for e-mail comments, commenters should send an e-mail to ecfs@fcc.gov, and should include the following words in the body of the message, “get form <your e- mail address>.” A sample form and directions will be sent in reply. · If filed by paper, the original and four copies of each filing must be filed by hand or messenger delivery, by commercial overnight courier, or by first-class or overnight U.S. Postal Service mail (although we continue to experience delays in receiving U.S. Postal Service mail). The Commission’s contractor, Natek, Inc., will receive hand-delivered or messenger-delivered paper filings for the Commission’s Secretary at 236 Massachusetts Avenue, N.E., Suite 110, Washington, D.C. 20002. The filing hours at this location are 8:00 a.m. to 7:00 p.m. All hand deliveries must be held together with rubber bands or 13 See 47 U.S.C. § 309(b). 14 See Implementation of Interim Electronic Filing Procedures for Certain Commission Filings, Order, 16 FCC Rcd 21483 (2001); see also FCC Announces a New Filing Location for Paper Documents and a New Fax Number for General Correspondence, Public Notice, 16 FCC Rcd 22165 (2001); Reminder: Filing Locations for Paper Documents and Instructions for Mailing Electronic Media, Public Notice, 18 FCC Rcd 16705 (2003). 15 See Electronic Filing of Documents in Rulemaking Proceedings, GC Docket No. 97-113, Report and Order, 13 FCC Rcd 11322 (1998). 5

fasteners. Any envelopes must be disposed of before entering the building. Commercial overnight mail (other than U.S. Postal Service Express Mail and Priority Mail) must be sent to 9300 East Hampton Drive, Capitol Heights, MD 20743. U.S. Postal Service first- class mail, Express Mail, and Priority Mail should be addressed to 445 12th Street, S.W., Washington, D.C. 20554. All filings must be addressed to the Commission’s Secretary, Office of the Secretary, Federal Communications Commission. One copy of each pleading must be delivered electronically, by e-mail or facsimile, or if delivered as paper copy, by hand or messenger delivery, by commercial overnight courier, or by first-class or overnight U.S. Postal Service mail (according to the procedures set forth above for paper filings), to: (1) the Commission’s duplicating contractor, Best Copy and Printing, Inc., at FCC@BCPIWEB.COM or (202) 488-5563 (facsimile); (2) Erin McGrath, Mobility Division, Wireless Telecommunications Bureau, at erin.mcgrath@fcc.gov or (202) 418-7447 (facsimile); (3) Stacy Ferraro, Spectrum and Competition Policy Division, Wireless Telecommunications Bureau, at stacy.ferraro@fcc.gov or (202) 418-7447 (facsimile); (4) Linda Ray, Broadband Division, at linda.ray@fcc.gov or (202) 418-8188 (facsimile); (5) David Krech, Policy Division, International Bureau, at david.krech@fcc.gov or (202) 418-2824 (facsimile); (6) Jim Bird, Office of General Counsel, at jim.bird@fcc.gov or (202) 418-1234; and (7) Neil Dellar, Office of General Counsel, at neil.dellar@fcc.gov or (202) 418-1234 (facsimile). Copies of the applications and any subsequently-filed documents in this matter may be obtained from Best Copy and Printing, Inc. in person at 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554, via telephone at (202) 488-5300, via facsimile at (202) 488-5563, or via e-mail at FCC@BCPIWEB.COM. The applications and any associated documents are also available for public inspection and copying during normal reference room hours at the following Commission office: FCC Reference Information Center, 445 12th Street, S.W., Room CY- A257, Washington, D.C. 20554. The applications are also available electronically through the Commission’s ECFS, which may be accessed on the Commission’s Internet website at http://www.fcc.gov. In addition, applications filed under Parts 22, 24, 27, and 101 of the Commission’s rules are available electronically through ULS, which may be accessed on the Commission’s Internet website. Additional information regarding the transaction will be available on the FCC’s Office of General Counsel’s website, http://www.fcc.gov/ogc, which will contain a fully indexed, unofficial listing and electronic copies of all materials in this docket. Alternate formats of this public notice (computer diskette, large print, audio recording, and Braille) are available to persons with disabilities by contacting Brian Millin at (202) 418-7426 (voice), (202) 418-7365 (TTY), or by sending an e-mail to access@fcc.gov. For further information, contact Erin McGrath, Mobility Division, Wireless Telecommunications Bureau, at (202) 418-2042, or Stacy Ferraro, Spectrum Competition and Policy Division, Wireless Telecommunications Bureau, at (202) 418-0795. -FCC- 6


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Document Modified: 2019-04-07 17:43:58
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