Attachment Grant PN

Grant PN

MEMORANDUM OPINION AND ORDER submitted by FCC

Grant PN FCC 07-185

2007-10-26

This document pretains to ITC-T/C-20070606-00216 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2007060600216_600751

Federal Communications Commission FCC 07-185 Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of ) ) Applications of ALLTEL Corporation, Transferor, ) and Atlantis Holdings LLC, Transferee ) WT Docket No. 07-128 ) For Consent To Transfer Control of Licenses, ) Leases and Authorizations ) MEMORANDUM OPINION AND ORDER Adopted: October 26, 2007 Released: October 26, 2007 By the Commission: Commissioner Copps approving in part, dissenting in part and issuing a statement; Commissioner Adelstein approving in part, concurring in part and issuing a statement; and Commissioner McDowell issuing a statement. I. INTRODUCTION 1. In this Order, we consider applications (“Applications”) filed by ALLTEL Corporation (“ALLTEL”) and Atlantis Holdings LLC (“Atlantis,” and together with ALLTEL, the “Applicants”),1 pursuant to Sections 214 and 310(d) of the Communications Act of 1934, as amended.2 In these Applications, ALLTEL and Atlantis seek consent to the transfer of control of the wireless licenses, leases,3 and domestic and international Section 214 authorizations held by subsidiaries of ALLTEL to Atlantis.4 The Applicants also seek to transfer control of ALLTEL’s non-controlling, general partnership interests in six Commission licensees to Atlantis. As discussed below, we conclude, pursuant to our review under Sections 214 and 310(d) of the Communications Act of 1934, as amended (the “Communications Act”), that approval of these applications as conditioned will serve the public interest, convenience, and necessity. 2. ALLTEL, which is a Delaware corporation publicly traded on the New York Stock Exchange,5 provides, through its subsidiaries, wireless voice and data communications services to more than 12 million customers in mid-sized cities and rural areas in 36 states throughout much of the Southeast and portions of the Northeast, Southwest and upper Midwest.6 It provides services to its subscribers on 850 MHz band cellular and 1900 MHz band PCS licenses using Code Division Multiple 1 See Attachment. 2 47 U.S.C. §§ 214, 310(d). 3 The wireless licenses held by ALLTEL include licenses for the Part 22 Cellular Radiotelephone Service, the Part 22 Paging and Radiotelephone Service, the Part 24 Personal Communications Service, the Part 27 Lower 700 MHz 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 39 GHz Auctioned Service, the Part 101 Local Television Transmission Service, and the Part 101 Local Multipoint Distribution Service. 4 See Attachment. 5 Lead Application, File No. 0003040113, Amended Exhibit 1, at 1 (filed June 15, 2007) (“Application, Exhibit 1”). 6 Id. at 1-2.

Federal Communications Commission FCC 07-185 Access (“CDMA”) technology.7 ALLTEL also has deployed a Global System for Mobile Communications (“GSM”) network.8 3. On May 20, 2007, ALLTEL entered into an Agreement and Plan of Merger with Atlantis under which all of ALLTEL’s outstanding stock would be canceled and the current ALLTEL shareholders would receive cash for their canceled shares.9 The transfer of control would take place as a result of a proposed merger whereby Atlantis Merger Sub, Inc. (“Atlantis Merger Sub”), a wholly-owned subsidiary of Atlantis, would be merged into ALLTEL.10 The separate corporate existence of Atlantis Merger Sub would cease, and ALLTEL would continue as the surviving corporation and a wholly-owned subsidiary of Atlantis.11 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”).12 The Applicants state that TPG and Goldman Sachs each would have negative control of Atlantis and, upon consummation of the transaction, ALLTEL, 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.13 The Applicants further assert that the Managing Members, which would be responsible for the management, operation, and control of the business and affairs of Atlantis, would also have negative control of ALLTEL by virtue of each company’s negative control of Atlantis’s board of directors.14 In addition to the Managing Members, other investment funds ultimately controlled by the principals of TPG and/or Goldman Sachs would hold non-controlling interests in Atlantis.15 4. The Applications were placed on public notice on June 25, 2007.16 Although no petitions to deny were filed against the proposed transaction, T-Mobile USA, Inc. (“T-Mobile”) filed comments on July 26, 2007,17 in which it urges the Commission to inquire about ALLTEL’s intentions regarding the continued operation of ALLTEL’s GSM network and seek assurances that it would continue to provide a seamless experience for T-Mobile customers roaming on ALLTEL’s GSM network.18 Further, T-Mobile requests that the Commission “require that Atlantis commit to maintaining ALLTEL’s existing GSM 850 and GSM 1900 band network coverage and honoring the roaming agreements that ALLTEL has entered 7 Id. at 2. 8 Id. ALLTEL states that it is also deploying third generation technologies, such as CDMA2000, 1xRTT and EV- DO to provide enhanced wireless data services. Id. 9 Id. at 3. 10 Id. 11 Id. 12 Id. at 2. 13 Id. at 3 & nn.5, 6. 14 Id. at 3. 15 Id. at 4. 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. Id. at 4-5. The applicants will file an updated FCC Form 602 at the time of consummation to report the final ownership structure of ALLTEL. Id. at 5. 16 ALLTEL Corporation and Atlantis Holdings LLC Seek FCC Consent to Transfer Control of Licenses and Authorizations, WT Docket No. 07-128, Public Notice, DA 07-2794 (rel. June 25, 2007). 17 Comments of T-Mobile USA, Inc. (filed July 26, 2007) (“T-Mobile Comments”). 18 Id. at 4-5. 2

Federal Communications Commission FCC 07-185 with other wireless carriers.”19 T-Mobile argues that ALLTEL’s GSM network is “essential to preserving competition among the many carriers, including T-Mobile,”20 because they rely on that network to provide seamless and affordable roaming coverage necessary to retain and attract subscribers.21 ALLTEL and Atlantis filed a Joint Reply, dated August 6, 2007, in which the Applicants affirm their intention to honor ALLTEL’s existing roaming agreements.22 Atlantis states that it “values Alltel’s relationship with its roaming customers and will assume the obligations associated with these agreements when it acquires control of Alltel upon consummation of the [t]ransaction.”23 Moreover, the Applicants state that “Atlantis is committed to continuing ALLTEL’s longstanding commitment to entering voluntary, market-based roaming agreements with other carriers.”24 5. In addition to ALLTEL’s assurances to honor the roaming agreements, we note that the provision of roaming is subject to the requirements of Section 201, 202, and 208 of the Communications Act.25 In a recent order, the Commission determined that when “a reasonable request is made by a technologically compatible [commercial mobile radio service (“CMRS”)] carrier, a host CMRS carrier must provide automatic roaming to the requesting carrier outside of the requesting carrier’s home market”26 on reasonable and non-discriminatory terms and conditions.27 The Commission also said that if a carrier makes a reasonable request for automatic roaming, “then the would-be host carrier cannot refuse to negotiate an automatic roaming agreement with the requesting carrier.”28 Additionally, we find that the roaming issues raised by T-Mobile do not raise substantial and material questions of fact regarding the proposed transaction before us. 6. We find that the proposed transaction would not result in anticompetitive effects upon the provision of roaming services, because it will not reduce the number of wireless service providers in the applicable markets. Consumers will not see a reduction in the options they have for obtaining service in these markets. And the ability of wireless providers to enter into roaming agreements with ALLTEL would be the same post-merger as it was before the merger. Thus, the proposed transaction does not create merger-specific competitive harm with regard to roaming services. Based on the foregoing, we decline to place any specific roaming conditions on our approval of the proposed transaction. 7. Pursuant to Sections 214 and 310(d) of the Communications Act of 1934, as amended (“Communications Act),29 we must determine whether the Applicants have demonstrated that the proposed transfer of control of ALLTEL’s licenses and authorizations would serve the public interest, 19 Id. at 5. 20 Id. at 4 21 See id. at 2-3 22 Joint Reply Comments of ALLTEL Corporation and Atlantis Holdings LLC (filed Aug. 6, 2007) (“Joint Reply”). 23 Id. at 3 24 Id. at 2-3. 25 Reexamination of Roaming Obligations of Commercial Mobile Radio Service Providers, WT Docket No. 05-265, Report and Order and Further Notice of Proposed Rulemaking, FCC 07-143, at 2 ¶ 1 (“Roaming Report and Order”). 26 Id. at 2 ¶ 2. See also id. at 15 ¶ 33. We also note that it is a long-standing principle of the Commission not to dictate licensees’ technology choices. See, e.g., Applications of AT&T Wireless Services, Inc. and Cingular Wireless Corporation, WT Docket No. 04-70, Memorandum Opinion and Order, 19 FCC Rcd 21522, 21608 ¶ 227 (2004); Spectrum Policy Task Force, ET Docket No. 02-135, Report, at 14 (rel. Nov. 2002). 27 Roaming Report and Order at 10 ¶ 23. 28 Id. at 12 ¶ 28. 29 47 U.S.C. §§ 214, 310(d). 3

Federal Communications Commission FCC 07-185 convenience, and necessity. The Applicants state that the proposed transaction would serve the public interest, because ALLTEL would be able to improve service to consumers, especially in unserved and underserved rural areas; invest in the deployment of advanced services; and expand its network through the purchase of additional spectrum.30 Specifically, the Applicants state that the proposed transaction will provide Alltel with access to a stable source of capital and will prevent the company from being subject to quarter-to-quarter market fluctuations, allowing Alltel to acquire additional spectrum and make significant, capital intensive, infrastructure investments that will enable the rapid deployment of advanced services to rural consumers.31 Further, there have been no questions raised with regard to the basic qualifications of Atlantis or ALLTEL, and we find no evidence that the transferee lacks the requisite financial, legal, technical, or other basic qualifications to be a licensee under the Communications Act. Thus, we find that Atlantis possesses the requisite basic qualifications to be the transferee of the licenses and authorizations currently held by ALLTEL. We also find that, because Atlantis does not provide mobile telephony service or hold licenses,32 the proposed transaction would not have an adverse effect on competition in the mobile telephony market. 8. Although the proposed transaction would not adversely affect competition, the transaction raises issues regarding universal service and E911. On May 1, 2007, the Federal-State Joint Board on Universal Service (Joint Board) recommended that “the Commission take immediate action to rein in the explosive growth in high-cost universal service support disbursements.”33 Specifically, the Joint Board recommended that the Commission impose an interim, emergency cap on the amount of high-cost support that competitive eligible telecommunications carriers (ETCs) may receive for each state based on the average level of competitive ETC support distributed in that state in 2006.34 The Joint Board based its recommendation on its assessment that, “without immediate action to restrain growth in competitive ETC funding, the federal universal service fund is in dire jeopardy of becoming unsustainable.”35 In 2006, the universal service fund provided approximately $4.1 billion per year in high-cost support.36 In contrast, in 2001, high-cost universal service support totaled approximately $2.6 billion.37 In recent years, this growth has been due to increased support provided to competitive ETCs, which receive high-cost support based on the per-line support that the incumbent LECs receive, rather than on the competitive ETCs’ own costs. While support to incumbent LECs has been flat, or has even declined since 2003,38 competitive 30 See Application, Exhibit 1, at 6-8. 31 See id. at 1, 6-8. 32 See id. at 8-10. 33 See Federal-State Joint Board on Universal Service, WC Docket No. 05-337, CC Docket No. 96-45, Recommended Decision, 22 FCC Rcd 8998, 8998 ¶ 1 (Fed.-State Jt. Bd. 2007) (“Recommended Decision”). On May 14, 2007, the Commission released a Notice of Proposed Rulemaking, seeking comment on the Joint Board’s recommendation. Federal-State Joint Board on Universal Service, WC Docket No. 05-337, CC Docket No. 96-45, Notice of Proposed Rulemaking, 22 FCC Rcd 9705 (2007) (“Notice”). 34 Recommended Decision, 22 FCC Rcd at 8998 ¶ 1. 35 Id. at ¶ 4. 36 Universal Service Administrative Company 2006 Annual Report, 39 (2006), available at http://www.usac.org/_res/documents/about/pdf/usac-annual-report-2006.pdf (“USAC 2006 Annual Report”). 37 See Universal Service Monitoring Report, CC Docket No. 98-202, Prepared by the Federal and State Staff for the Federal-State Joint Board on Universal Service in CC Docket No. 96-45, Table 3.2 (2006) (“Universal Service Monitoring Report”). 38 Incumbent LECs received $3.129 billion in high-cost support in 2003; $3.153 billion in 2004; $3.186 billion in 2005; and $3.116 billion in 2006. Universal Service Monitoring Report at Table 3.2 (for 2003, 2004, and 2005 data); USAC 2006 Annual Report at 41 (for 2006 data). In 2001, much of the growth in high-cost support was attributable to removing implicit subsidies from access charges and the inclusion of these amounts in explicit (continued….) 4

Federal Communications Commission FCC 07-185 ETC support, in the six years from 2001 through 2006, has grown from under $17 million to $980 million – an average annual growth rate of over 100 percent.39 9. Although the Commission has not yet adopted the Joint Board’s recommendation, this transaction implicates the Joint Board’s recommendation. ALLTEL is currently the largest beneficiary of competitive ETC funding and accounts for approximately 29 percent of all high cost fund payments to ETCs.40 Given ALLTEL’s significant role in the expansion of the high cost fund through ALLTEL’s receipt of competitive ETC funding, which forms the basis of the Joint Board’s concern, we find that it is in the public interest to immediately address ALLTEL’s continued receipt of competitive ETC funding in the context of this transaction. Specifically, as recommended by the Joint Board, we impose an interim cap on high-cost, competitive ETC support provided to ALLTEL as a condition of this transaction, which will apply until fundamental comprehensive reforms are adopted to address issues related to the distribution of support and to ensure that the universal service fund will be sustainable for future years. As a result of this condition, ALLTEL will be capped at the level of support that it received as a competitive ETC for 2007, measured as of the end of June 2007 on an annualized basis. 10. We also find that it is in the public interest to adopt a limited exception from the application of the interim cap condition to ALLTEL. Specifically, ALLTEL will not be subject to the interim cap condition to the extent ALLTEL (1) files cost data showing its own per-line costs of providing service in a supported service area upon which its high cost universal service support would be based, and (2) demonstrates that its network is in compliance with section 20.18(h) of the Commission’s rules specifying E911 location accuracy as measured at a geographical level defined by the coverage area of each Public Safety Answering Point (PSAP).41 11. Because a competitive ETC’s per-line support is currently based solely on the per-line support received by the incumbent LEC, rather than its own network investments in an area, the competitive ETC has little incentive to invest in, or expand, its own facilities in areas with low population densities, which is inconsistent with the Act’s universal service goal.42 However, to the extent ALLTEL files its own per-line costs, it would have an incentive to invest in areas with low population densities, which would serve our universal service goals. Accordingly, we find that the public interest would be served by allowing ALLTEL to receive high cost support in excess of annualized, June 2007 levels to the (Continued from previous page) universal service mechanisms adopted in the CALLS Order and the MAG Plan Order. See Access Charge Reform, Price Cap Performance Review for Local Exchange Carriers; Low-Volume Long-Distance Users; Federal-State Joint Board on Universal Service, Sixth Report and Order in CC Docket Nos. 96-262 and 94-1, Report and Order in CC Docket No. 99-249, Eleventh Report and Order in CC Docket No. 96-45, 15 FCC Rcd 12962 (2000) (“CALLS Order”); Multi-Association Group (MAG) Plan for Regulation of Interstate Services of Non-Price Cap Incumbent Local Exchange Carriers and Interexchange Carriers; Federal-State Joint Board on Universal Service; Access Charge Reform for Incumbent Local Exchange Carriers Subject to Rate-of-Return Regulation; Prescribing the Authorized Rate of Return From Interstate Services of Local Exchange Carriers, Second Report and Order and Further Notice of Proposed Rulemaking in CC Docket No. 00-256, Fifteenth Report and Order in CC Docket No. 96-45, and Report and Order in CC Docket Nos. 98-77 and 98-166, 16 FCC Rcd 19613 (2001) (“MAG Plan Order”), recon. pending. 39 Universal Service Monitoring Report, at Table 3.2; USAC 2006 Annual Report at 41. 40 Kevin W. Caves and Jeffrey A. Eisenach, The Effects of Providing Universal Service Subsidies to Wireless Carriers, attached to Ex Parte Letter, from Jeffrey A. Eisenach, Chairman, Criterion Economics, LLC, to Marlene Dortch, Secretary, Federal Communications Commission, CC Docket Nos. 96-45 and 05-337, at 18-19 (filed Jun. 13, 2007) (analyzing year 2006 data). 41 The Commission has determined that compliance with its E911 standards is appropriately measured at a geographical level defined by the coverage area of a PSAP. FCC Clarifies Geographic Area Over Which Wireless Carriers Must Meet Enhanced 911 Location Accuracy Requirements, Press Release (Sept. 11, 2007) (“E911 Press Release”), available at http://fjallfoss.fcc.gov/edocs_public/attachmatch/DOC-276577A1.doc. 42 See 47 U.S.C. § 254(b)(3). 5

Federal Communications Commission FCC 07-185 extent such support is based on ALLTEL’s actual costs, and to the extent ALLTEL also meets our E911 standards as described below. ALLTEL must file its cost data with the Commission or the relevant state commission – whichever approves, or subsequently approves, its ETC designation – on an annual basis and line-count data on a quarterly basis. ALLTEL may update its cost data on a quarterly basis, as do rural incumbents today.43 Only if the cost data is approved by the relevant state commission or the Commission may ALLTEL then file the cost data submission with the Universal Service Administrative Company (USAC); ALLTEL's high cost universal service support would then be determined by USAC by applying the same benchmarks that are applied to an incumbent LEC’s costs to determine its support.44 12. Regarding E911, the Commission has found that “measuring and testing location accuracy over geographic areas larger than PSAP service areas appears to be directly contrary to the interests of public safety and homeland security.”45 Moreover, a PSAP that requests Phase II service should be able to expect location information from carriers that meets the Commission’s accuracy requirements within the PSAP’s service area.46 Where such information is not available, emergency response can be delayed or rendered impossible until another source of information is provided.47 Accordingly, the Commission has determined that compliance with its E911 standards is appropriately measured at a geographical level defined by the coverage area of a PSAP.48 Although the Commission has determined that, as a general matter, full compliance with accuracy as measured at the PSAP-level must be met no later than September 11, 2012,49 we find it appropriate to condition ALLTEL’s receipt of high cost funds in excess of annualized, June 2007 levels on a showing of current PSAP-level compliance for those PSAPs in their study area that are capable of receiving E911 Phase II location data.50 The obligations of competitive ETCs include the obligation to facilitate connectivity in emergency situations.51 Thus, to the extent ALLTEL wishes to receive even more high cost universal service funding than it did on an annualized, June 2007 basis, we find the public interest would be served by ALLTEL meeting our E911 standards immediately, rather than in 2012. 13. In conclusion, based on the record before us, we find that the Applicants have demonstrated that the proposed transaction would serve the public interest, convenience, and necessity; that T-Mobile’s 43 See 47 C.F.R. §§ 36.611, 36.612. 44 For example, in the case of a competitive ETC providing service in a non-rural study area, a cost per line would be developed, which would be compared to the benchmark threshold for support calculated by the High-Cost Proxy Model. For competitive ETCs providing service to rural study areas, a cost per line would be developed for each competitive ETC for each incumbent study area that it serves. Support could be determined by comparing the competitive ETC’s cost per loop incurred to provide the supported services to the national average cost per loop developed by the National Exchange Carriers Association (NECA) pursuant to section 36.613 of the Commission’s rules, as adjusted to accommodate the cap on incumbent high-cost loop support. 45 Wireless E911 Location Accuracy Requirements; Revision of the Commission’ s Rules to Ensure Compatibility with enhanced 911 Emergency Calling Systems; Association of Public-Safety Communications Officials- International, Inc. Request for Declaratory Ruling; 911 Requirements for IP-Enabled Service Providers, PS Docket No. 07-114, CC Docket No. 94-102, WC Docket No. 05-196, Notice of Proposed Rulemaking, 22 FCC Rcd 10609, 10611 ¶ 5 (2007). 46 Id. at 10612 ¶ 5. 47 Id. 48 E911 Press Release. 49 Id. 50 Id. at 2. 51 See, e.g., 47 C.F.R. § 54.202(a)(2). 6

Federal Communications Commission FCC 07-185 concerns regarding roaming have been sufficiently addressed; and that granting consent to the proposed transfer of control would further the public interest, subject to the conditions discussed above. 14. Accordingly, IT IS ORDERED that, pursuant to Sections 4(i), 214, 309, and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 214, 309, 310(d), the above-referenced applications for the transfer of control of licenses, leases, and authorizations from ALLTEL Corporation to Atlantis Holdings LLC are GRANTED, to the extent specified in this Memorandum Opinion and Order and subject to the conditions specified herein. FEDERAL COMMUNICATIONS COMMISSION Marlene H. Dortch Secretary 7

Federal Communications Commission FCC 07-185 ATTACHMENT I. SECTION 310(d) APPLICATIONS Applications to transfer control of licenses File No. Licensee Lead Call Sign 000304011352 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 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 52 ULS File No. 0003040113 was designated the lead application for the wireless radio services. 8

Federal Communications Commission FCC 07-185 File No. Licensee Lead Call Sign 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 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 9

Federal Communications Commission FCC 07-185 File No. Licensee Lead Call Sign 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 De facto transfer spectrum leases held by ALTELL subsidiaries File No. Authorization Holder Lead Call Sign 0003067950 WWC Holding Co., Inc. WPZZ711 (L000001001) 0003067708 ALLTEL Communications, Inc. WPWQ957 (L000001003) Non-controlling general partnership interests in Commission licensees held by ALLTEL 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 10

Federal Communications Commission FCC 07-185 II. SECTION 214 AUTHORIZATIONS 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 Kin Network, Inc. (“Kin Network”), a wholly-owned subsidiary of ALLTEL, provides wireline tandem switching services in Kansas. The Applicants filed an application for consent to transfer control of Kin Network, Inc.’s domestic Section 214 authorization to Atlantis in connection with the transaction described above. The application is attached to the application for consent to the transfer of control of Kin Network’s international Section 214 authorization to Atlantis.53 53 See Kin Network, Inc. International Section 214 Application, FCC File No. ITC-T/C-20070606-00216, Attachment 1 at 3-4. 11

Federal Communications Commission FCC 07-185 STATEMENT OF COMMISSIONER MICHAEL J. COPPS APPROVING IN PART, DISSENTING IN PART Re: Applications of ALLTEL Corporation, Transferor, and Atlantis Holdings LLC, Transferee for Consent to Transfer Control of Licenses, Leases and Authorizations, WT Docket No. 07-128. I vote to approve today’s transfer of control. While I cannot be pleased at the current levels of concentration in the wireless industry, I do not see that this transaction makes the situation any worse. I do, however, renew my plea (from my statement on the Univision transaction in March of this year) that the agency conduct a general rulemaking to assess the public interest consequences of private equity firms holding Commission licenses. I dissent, however, to the portion of the order that imposes a cap on the high-cost universal service support the company receives as a competitive eligible telecommunications carrier (CETC). As I explained in my dissent to the Joint Board’s recommendation (in May of this year) for a general CETC cap, piecemeal Universal Service Fund (USF) reform is actually counter-productive to the far more important goal of rationally implementing comprehensive reform. The condition being imposed in today’s merger is even more piecemeal than what the Joint Board recommended in May—I fear that the condition will be an even greater hindrance to rational, comprehensive USF reform. Additionally, it is disappointing to me that the Commission imposes this condition when the Joint Board currently is working hard to provide the Commission a recommendation on broader reform. 12

Federal Communications Commission FCC 07-185 STATEMENT OF COMMISSIONER JONATHAN S. ADELSTEIN APPROVING IN PART, CONCURRING IN PART Re: Application of ALLTEL Corporation, Transferor, and Atlantis Holdings LLC, Transferee for Consent to Transfer Control of Licensees, Leases and Authorizations, WT Docket No. 07-128. I support the portion of this Order that approves the transfer of ALLTEL’s licenses. I write separately, however, to emphasize my disagreement with the rationale, or lack thereof, for the terms required for this transaction, in particular an exception from the application of the interim cap condition placed on this grant. The Order curiously requires that ALLTEL immediately meet E-911 Public Safety Answering Point (PSAP)-level compliance as a condition precedent for exemption from the freeze on ALLTEL’s level of universal service support. This “Jack in the Box” surprise requirement that suddenly sprung up appears as an illogical afterthought. It is unclear to me how ALLTEL might fulfill this condition given that the Commission currently has an open proceeding addressing the details of how carriers must implement PSAP-level accuracy. I must also underscore that my support for this transfer of control does not prejudge my consideration of the broad policy issues regarding whether an interim cap on universal service support is the appropriate vehicle to address the growth of the high cost fund. As such, while I agree that the Commission must remain attentive to the growth of the fund, particularly among competitive eligible telecommunications carriers, it is an issue that should be resolved in the relevant proceeding. For these reasons, I approve and concur in part in my decision today. 13

Federal Communications Commission FCC 07-185 STATEMENT OF COMMISSIONER ROBERT M. McDOWELL Re: Applications of ALLTEL Corporation, Transferor, and Atlantis Holdings LLC, Transferee for Consent To Transfer Control of Licenses, Leases and Authorizations, WT Docket No. 07-128. I am pleased to support the transfer of control of ALLTEL Corporation given the significant benefits to wireless consumers and the citizens in Arkansas. However, I am concerned regarding the “voluntary” conditions agreed to by the applicants. Imposing conditions pertaining to high cost universal service support and Enhanced 911 (E911) deployment are not merger specific, are unnecessary at this time, and may prejudice ongoing Commission deliberations. Today’s Order conditions approval of the transaction by capping ALLTEL’s high cost universal service support at June 2007 levels on an annualized basis for an indeterminate period. The condition also provides ALLTEL a “limited exception”: ALLTEL will not be subject to the cap if it files cost data showing its own per-line costs as an alternative to the capped funding level, and demonstrates immediate compliance with the E911 Public Safety Answering Point (PSAP) location accuracy standard. With respect to universal service, today’s Order expressly states that the Commission has not yet adopted the Joint Board’s recommendation regarding an interim cap on high cost universal service funding for competitive eligible telecommunications carriers (ETCs). ETC support is not raised or discussed in the record of this proceeding. Furthermore, the condition prejudices the Commission’s open docket considering universal service support distribution. I also question whether we have thought about how the actions today may skew future treatment of similarly-situated parties. With respect to E911, given its citation only to an FCC News Release, today’s Order makes plain that the Commission has yet to release its September 11, 2007, E911 Order. There the Commission set a deadline of September 11, 2012, for wireless carriers to satisfy E911 accuracy as measured at the PSAP level despite considerable debate as to whether the mandate has adequate support within the E911 record. E911 is not discussed at all in this proceeding. And, just as with universal service, introducing E911 mandates into this distinct proceeding will surely impact future consideration of similarly-situated parties. The conditions imposed today raise more questions than they answer. Given the ongoing nature of the universal service and E911 proceedings, I wonder whether this is an attempt to bind future Commission action, and dictate or bind government policy. 14


Document Created: 2007-10-29 12:58:17
Document Modified: 2007-10-29 12:58:17
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