Attachment Public Notice

Public Notice

PUBLIC NOTICE submitted by FCC

Accepted Public Notice DA 07-2794

2007-06-25

This document pretains to ITC-T/C-20070606-00215 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2007060600215_574940

PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 TWELFTH STREET, S.W. WASHINGTON, D.C. 20554 DA 07-2794 News media information 202/418-0500 Fax-On-Demand 202/418-2830 Internet: http://www.fcc.gov ftp.fcc.gov Released: June 25, 2007 ALLTEL CORPORATION AND ATLANTIS HOLDINGS LLC SEEK FCC CONSENT TO TRANSFER CONTROL OF LICENSES AND AUTHORIZATIONS WT Docket No. 07-128 PLEADING CYCLE ESTABLISHED Petitions to Deny Due: July 25, 2007 Oppositions Due: August 6, 2007 Replies Due: August 13, 2007 I. INTRODUCTION ALLTEL Corporation (“ALLTEL”) and Atlantis Holdings LLC (“Atlantis,” and together with ALLTEL, the “Applicants”) have filed a series of 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 transfer of control of ALLTEL’s licensee subsidiaries to Atlantis. Atlantis is a holding company for certain investment funds ultimately controlled by the principals of TPG Capital, L.P. (“TPG”) and The Goldman Sachs Group, Inc. (“Goldman Sachs”). The Applicants state that, because TPG and Goldman Sachs each control one of Atlantis’s two managing members, TPG Atlantis V-A, L.P. and GS Capital Partners VI Parallel, L.P. (collectively, “Managing Members”), respectively, TPG and Goldman Sachs each will have negative control of Atlantis and, upon consummation of the transaction, ALLTEL. The Applicants further assert that the Managing Members, which will be responsible for the management, operation and control of the business and affairs of Atlantis, will also have negative control of ALLTEL by virtue of each company’s negative control of Atlantis’s board of directors. In addition to the Managing Members, other investment funds ultimately controlled by the principals of TPG and/or Goldman Sachs will hold non-controlling interests in Atlantis.2 The transfer of control will take place as a result of a proposed merger whereby Atlantis Merger Sub, Inc. (“Atlantis Merger Sub”), a wholly- owned subsidiary of Atlantis, will be merged into ALLTEL. The separate corporate existence of Atlantis 1 47 U.S.C. §§ 214, 310(d). 2 The Applicants state that, prior to the consummation of this transaction, TPG and Goldman Sachs intend to syndicate certain of their respective equity investments in Atlantis to additional limited partners or co-investors. As part of this syndication, TPG and Goldman Sachs state that they may create additional investment funds and that these funds may hold a passive equity interest of 10% or greater in Atlantis. The applicants will file an updated FCC Form 602 at the time of consummation to report the final ownership structure of ALLTEL.

Merger Sub will cease, and ALLTEL will continue as the surviving corporation and a wholly-owned subsidiary of Atlantis. These transfer of control applications pertain to licenses for the Part 22 Cellular Radiotelephone Service, the Part 22 Paging and Radiotelephone Service, the Part 24 Personal Communications Service, the Part 27 Upper 700 MHz Guard Band Service, the Part 90 Industrial/Business Pool Service, the Part 90 Private Carrier Paging Service, the Part 90 Specialized Mobile Radio Service, the Part 101 Common Carrier Fixed Point-to-Point Microwave Service, the Part 101 Fixed Point-to-Point Microwave, Part 101 39 GHz Auctioned Service, and the Part 101 Local Multipoint Distribution Service, as well as domestic and international Section 214 authorizations. II. SECTION 310(d) APPLICATIONS The following applications for consent to transfer control of licenses from the existing shareholders of ALLTEL to Atlantis have been assigned the file numbers listed below. File No. Licensee Lead Call Sign 00030401133 ALLTEL Communications, Inc. KNKA257 0003040189 ALLTEL Cellular Assoc. of Arkansas L.P. KNKA385 0003040208 ALLTEL Central Arkansas Cellular L.P. KNKN502 0003040230 ALLTEL Communications of Arkansas RSA #12 Cellular Limited KNKN968 Partnership 0003040472 ALLTEL Communications of La Crosse Limited Partnership KNKA734 0003040484 ALLTEL Communications of Michigan RSA #4 Inc. KNKN771 0003040496 ALLTEL Communications of Michigan RSA #6 Cellular LP KNKQ302 0003040826 ALLTEL Communications of Michigan RSAs, Inc. KNKN698 0003040838 ALLTEL Communications of Mississippi RSA #2 Inc. KNKN623 0003040852 ALLTEL Communications of Mississippi RSA #6 Inc. KNKN559 0003040871 ALLTEL Communications of Mississippi RSA #7 Inc. KNKN619 0003040887 ALLTEL Communications of Nebraska, Inc. KNKA295 0003059679 ALLTEL Communications Company of New Mexico, Inc. KNKN216 0003041171 ALLTEL Communications of North Arkansas Cellular Limited KNKN597 Partnership 0003041205 ALLTEL Communications of North Carolina Limited Partnership KNKA291 0003041223 ALLTEL Communications of North Louisiana Cellular Limited KNKA380 Partnership 0003041349 ALLTEL Communications of Ohio No. 3, Inc. KNKN897 0003041371 ALLTEL Communications of Pine Bluff LLC KNKA681 0003041375 ALLTEL Communications of Saginaw MSA LP KNKA417 3 ULS File No. 0003040113 has been designated the lead application for the wireless radio services, and all pleadings and other submissions filed in this matter that pertain generally to the transaction and not to a particular application will be available through this file number in ULS at http://wireless.fcc.gov/uls/. 2

File No. Licensee Lead Call Sign 0003041428 ALLTEL Communications of Southern Michigan Cellular LP KNKA271 0003041443 ALLTEL Communications of Southwest Arkansas Cellular Limited KNKA567 Partnership 0003041448 ALLTEL Communications of Texas Limited Partnership KNKA422 0003041454 ALLTEL Communications of the Southwest Limited Partnership KNKA303 0003041469 ALLTEL Communications of Virginia No. 1, Inc. KNKA511 0003041473 ALLTEL Communications of Virginia, Inc. KNKA500 0003041530 ALLTEL Mobile of Louisiana, LLC KNKA765 0003041998 ALLTEL Newco LLC KNKA369 0003042016 ALLTEL Northern Arkansas RSA LTD Partnership KNKQ363 0003042027 ALLTEL Ohio Limited Partnership KNKA248 0003042047 ALLTEL Telelink, Inc. WLT651 0003042040 ALLTEL Wireless Holding, LLC KNKA227 0003049169 ALLTEL Wireless Holdings LLC WPGU712 0003042077 ALLTEL Wireless of Alexandria, LLC KNKA588 0003042085 ALLTEL Wireless of Michigan RSA #1&2, Inc. KNKN898 0003042086 ALLTEL Wireless of Mississippi RSA #5, LLC KNKQ448 0003042094 ALLTEL Wireless of North Louisiana, LLC KNKN688 0003042098 ALLTEL Wireless of Wisconsin RSA #3, LLC KNKN360 0003042103 Appleton Oshkosh Neenah MSA LP KNKA425 0003042150 Arkansas RSA #2 (Searcy County) Cellular Limited Partnership KNKQ404 0003042159 Cellular Mobile Systems of Michigan RSA #7 LP d/b/a ALLTEL KNKQ319 0003042185 Celutel of Biloxi, Inc. d/b/a ALLTEL KNKA782 0003042201 Central Florida Cellular Telephone Company, Inc. KNKA715 0003042209 Charleston/North Charleston MSA Limited Partnership DBA ALLTEL KNKA299 Communications, Inc. 0003042219 Eau Claire Cellular Telephone Limited Partnership d/b/a ALLTEL KNKA673 0003042249 Fayetteville MSA Limited Partnership dba ALLTEL KNKA535 0003042271 Georgia RSA #8 Partnership dba ALLTEL KNKN899 0003042367 Great Western Cellular Holdings, L.L.C. WPSJ612 0003042378 ID Holding, LLC KNKN306 0003042394 Jackson Cellular Telephone Company, Inc. d/b/a ALLTEL KNKA799 0003042400 Las Cruces Cellular Telephone Company KNKA605 0003042412 Michigan RSA #9 Limited Partnership d/b/a ALLTEL KNKQ303 0003042476 Midwest Wireless Communications L.L.C. KNKA740 0003042554 Midwest Wireless Iowa L.L.C. KNKN314 0003042617 Midwest Wireless Wisconsin L.L.C. KNKN396 0003042664 Minford Cellular Telephone Company KNKQ325 0003042713 Missouri RSA #15 Limited Partnership dba ALLTEL KNKN593 0003042850 Missouri RSA No. 2 Partnership dba ALLTEL KNKN503 3

File No. Licensee Lead Call Sign 0003042920 Missouri RSA No. 4 Partnership DBA ALLTEL KNKN694 0003042927 MVI Corp. d/b/a ALLTEL KNLG969 0003042983 Northwest Arkansas RSA Limited Partnership d/b/a ALLTEL KNKN580 0003043061 Ohio RSA #3 Limited Partnership d/b/a ALLTEL KNKQ312 0003043065 Ohio RSA 2 Limited Partnership, dba ALLTEL KNKN993 0003043066 Ohio RSA 5 Limited Partnership d/b/a ALLTEL KNKN942 0003043067 Ohio RSA 6 Limited Partnership d/b/a ALLTEL KNKN955 0003043081 Oklahoma RSA No. 4 South Limited Partnership d/b/a ALLTEL KNKQ420 0003043091 Pascagoula Cellular Partnership d/b/a ALLTEL KNKA802 0003043098 Petersburg Cellular Partnership d/b/a ALLTEL KNKA761 0003043101 Radiofone, Inc. d/b/a ALLTEL KNKA352 0003043103 RCTC Wholesale Corporation d/b/a ALLTEL KNKA350 0003043106 Southern Illinois RSA Partnership d/b/a ALLTEL KNKN506 0003043110 Switch 2000 L.L.C. WPQR580 0003043113 Texas RSA 11B Limited Partnership DBA ALLTEL KNKN537 0003043117 Texas RSA 7B2 Limited Partnership d/b/a ALLTEL KNKN731 0003043124 Tucson 21 Cellular Limited Partnership KNKR292 0003043126 Tyler/Longview/Marshall MSA Limited Partnership dba ALLTEL KNKA520 0003043130 Virginia Cellular LLC KNKN714 0003043133 Virginia RSA 2 Limited Partnership dba ALLTEL KNKN912 0003043134 Western CLEC Corporation WPLM339 0003043137 Wisconsin RSA #1 Limited Partnership d/b/a ALLTEL KNKN507 0003043140 Wisconsin RSA #2 Limited Partnership d/b/a ALLTEL KNKN485 0003043143 Wisconsin RSA #6 Limited Partnership d/b/a ALLTEL KNKN541 0003043144 Wisconsin RSA #7 Limited Partnership d/b/a ALLTEL KNKN406 0003043145 Wisconsin RSA No. 8 Limited Partnership d/b/a ALLTEL KNKN459 0003043149 WWC Holding Co., Inc. KNKA571 0003043152 WWC License Holding LLC KNKP536 0003043157 WWC License L.L.C. KNKA573 0003043158 WWC Texas RSA Limited Partnership KNKA437 0003043161 Youngstown/Warren MSA Limited Partnership, DBA ALLTEL KNKA281 The following applications for consent to the transfer of control of certain de facto transfer lease authorizations to Atlantis have been assigned the file numbers listed below. File No. Authorization Holder Lead Call Sign 0003067950 WWC Holding Co., Inc. WPZZ711 (L000001001) 0003067708 ALLTEL Communications, Inc. WPWQ957 (L000001003) 4

The following applications for consent to the pro forma transfer of control of ALLTEL’s minority, non-controlling general partnership interests to Atlantis have been assigned the file numbers listed below.4 File No. Authorization Holder Lead Call Sign 0003072445 Illinois Valley Cellular RSA 2-II Partnership KNKN582 0003072416 RSA 1 Limited Partnership d/b/a Cellular 29 Plus KNKN649 0003072222 Northwest Missouri Cellular Limited Partnership KNKN816 0003072388 Pittsfield Cellular Telephone Company KNKA691 0003072458 Wisconsin RSA No. 4 Limited Partnership KNKN395 0003072241 Wisconsin RSA-10 Limited Partnership KNKN294 III. SECTION 214 AUTHORIZATIONS The following applications for consent to the transfer of control of international Section 214 authorizations held by wholly-owned subsidiaries of ALLTEL have been assigned the file numbers listed below. File No. Authorization Holder Authorization Number ITC-T/C-20070606-00215 ALLTEL Communications, Inc. ITC-214-19960404-00138 ITC-T/C-20070606-00216 Kin Network, Inc. ITC-214-19970219-00097 ITC-T/C-20070606-00217 Western Wireless LLC ITC-214-20010427-00254 The Applicants also have filed an application for consent to transfer control of Kin Network, Inc.’s (“Kin Network’s”) domestic Section 214 authorization to Atlantis in connection with the transaction described above. The application is attached to the above-referenced application for consent to the transfer of control of Kin Network’s international Section 214 authorization to Atlantis.5 Applicants do not request streamlined processing of the international or domestic Section 214 applications because they will be reviewed as part of a larger transaction not subject to streamlined treatment.6 IV. 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 4 Because ALLTEL does not control these licensees, the Applicants were unable to initiate a Form 603 filing for these applications in ULS. Thus, this application was filed manually with a request for waiver of the ULS electronic filing requirement, pursuant to section 1.913(b) of the Commission’s rules. 47 C.F.R. § 1.913(b). We grant the Applicants’ request for waiver of the ULS electronic filing requirement. 5 See Kin Network, Inc. International Section 214 Application, FCC File No. ITC-T/C-20070606-00216, Attachment 1 at 3-4. 6 Id. at 4. 5

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 V. GENERAL INFORMATION The 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 25, 2007. 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 August 6, 2007. Replies to such pleadings must be filed no later than August 13, 2007. All filings concerning matters referenced in this Public Notice should refer to DA 07-2794 and WT Docket No. 07-128, 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. 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 V. 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). 6

· 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 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) Susan Singer, Spectrum and Competition Policy Division, Wireless Telecommunications Bureau, at susan.singer@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); (5) Susan O’Connell, Policy Division, International Bureau, at susan.oconnell@fcc.gov or (202) 418-2824 (facsimile); (6) Jodie May, Competition Policy Division, Wireline Competition Bureau, at jodie.may@fcc.gov or (202) 418-1413 (facsimile); and (8) 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, 90, 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 15 See Electronic Filing of Documents in Rulemaking Proceedings, GC Docket No. 97-113, Report and Order, 13 FCC Rcd 11322 (1998). 7

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. -FCC- 8


Document Created: 2007-06-26 11:56:52
Document Modified: 2007-06-26 11:56:52
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