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.




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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).




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     ·   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-




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

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