Attachment Response to Q 34

This document pretains to SES-T/C-20160412-00345 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2016041200345_1133210

Attachment 1 to IBFS Form 312 Application for Pro Forma Transfer of Control Response to Question No. 34 For a full description of the foreign ownership of the indirect disclosable interest holders, please see the attached Petition for Declaratory Ruling that has been filed with the Federal Communications Commission via the International Bureau Filing System.

http://licensing.fcc.gov/myibfs/web/fileApplication.do?method=printPre... This is to confirm that, effective 4/11/2016, you have successfully filed a Section 310(b) Petition for Declaratory Ruling. For administrative purposes, File Number: ISP-PDR-20160411-00006 has been assigned to this action. 1 of 1 4/11/2016 10:27 PM

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 ) In the Matter of ) ) Sprint Corporation, on behalf of all ) File No. licensee subsidiaries thereof ) ) Petition for Declaratory Ruling Under Section ) 310(b)(4) of the Communications Act, as Amended ) ) PETITION FOR DECLARATORY RULING In 2013, the Federal Communications Commission (“FCC” or “Commission”) issued a declaratory ruling concluding that it was in the public interest for the foreign ownership of Sprint Corporation’s subsidiaries holding FCC licenses and authorizations (“Sprint” and the “Sprint Licensees,” respectively) to exceed the 25% foreign ownership benchmark in section 310(b)(4) of the Communications Act of 1934, as amended (the “Communications Act”).1 In addition, the Commission granted authorization for SoftBank Group Corp. (“SoftBank”) and its shareholders to indirectly own up to 100% of the Sprint Licensees.2 1 47 U.S.C. § 310(b)(4). 2 This declaratory ruling was issued in connection with the broader Sprint/SoftBank transaction. Applications of SOFTBANK CORP., Starburst II, Inc., Sprint Nextel Corporation, and Clearwire Corporation; For Consent to Transfer Control of Licenses and Authorizations; Petitions for Reconsideration of Applications of Clearwire Corporation for Pro Forma Transfer of Control, Memorandum Opinion and Order, Declaratory Ruling, and Order on Reconsideration, 28 FCC Rcd 9642 (2013) (“Sprint/SoftBank Order”). Specifically, the ruling was set forth in paragraph 124 of the FCC’s decision. Id. ¶ 124 (“Sprint/SoftBank Foreign Ownership Grant”). Note that the names of several entities have changed since the initial grant, including the following: (1) SOFTBANK CORP. is now SoftBank Group Corp.; and (2) Starburst II, Inc. is now Sprint Corporation.

Pursuant to that ruling, section 310(b)(4) of the Communications Act, and the FCC’s implementing rules,3 Sprint, on behalf of the Sprint Licensees, now respectfully petitions the Commission for a further finding that it would not serve the public interest to prohibit the indirect foreign owners of the Sprint Licensees to undertake a pro forma internal restructuring, as described herein. I. BACKGROUND AND BASIC DESCRIPTION OF OWNERSHIP All entities that hold common carrier authorizations as part of Sprint’s corporate structure are U.S. subsidiaries of Sprint, a Delaware corporation. In keeping with the terms of the Sprint/SoftBank Foreign Ownership Grant, the majority of Sprint’s equity and voting interests ultimately are held by SoftBank, a Japanese entity. At this time, SoftBank wishes to undertake a pro forma internal restructuring with respect to its intermediate and holding companies by inserting a wholly owned Japanese subsidiary – BM Holdings GK – into the vertical ownership chain between SoftBank and the holding companies in which its Sprint shares are currently held. Under the rules adopted in the Commission’s 2013 Second Report and Order, no Commission approval would be required for a pro forma transaction such as this one.4 Because the Sprint/SoftBank Foreign Ownership Grant was not issued pursuant to the 2013 Second Report and Order, however, Sprint hereby requests a new foreign ownership grant pursuant to these new FCC rules.5 In doing so, Sprint notes that it will continue to be subject to the terms of the 3 47 C.F.R. §§ 1.990 et seq. 4 See Review of Foreign Ownership Policies for Common Carrier and Aeronautical Radio Licensees Under Section 310(b)(4) of the Communications Act of 1934, as Amended, Second Report and Order, 28 FCC Rcd 05741, ¶ 83 (2013) (“Second Report and Order”); 47 C.F.R. § 1.994. 5 The Commission adopted the new foreign ownership rules in April 2013, but these rules were not yet effective when the Commission issued the Sprint/SoftBank Foreign Ownership Grant in July 2013. See generally Second Report and Order; see also id. ¶ 138 (“We do not 2

National Security Agreement entered into as part of the Sprint/SoftBank transaction and that BM Holdings GK will be automatically covered by that agreement. Additional information regarding SoftBank, BM Holdings GK, and other parties that hold a disclosable interest in Sprint is outlined in the appendices to this Petition for Declaratory Ruling (“Petition”). In particular, Appendix A provides a narrative description of the indirect ownership and control structure of Sprint and its foreign holders. Appendix B provides ownership diagrams that illustrate Sprint’s vertical ownership structure, and Appendix C lists each Sprint Licensee. Finally, Appendix D sets forth additional information regarding the proposed pro forma reorganization and how it serves the public interest. II. INFORMATION REQUIRED BY SECTION 1.991 Pursuant to section 1.991 of the Commission’s rules,6 Sprint submits the following information in support of the instant Petition. (a) Name, FRN, Contact Information, Place of Organization, Type of Business, and Certification Information of Applicant: Name: Sprint Corporation7 FCC Registration Number: 0022117618 Mailing Address: c/o Richard Engelman 900 7th Street NW, Suite 700, Washington, DC 20001 Place of Organization: Delaware, United States adopt a rule that changes the terms and conditions of existing foreign ownership rulings issued prior to the effective date of the rules adopted in this proceeding.”); Review of Foreign Ownership Policies for Common Carrier and Aeronautical Radio Licensees, 78 FR 41313 (July 10, 2013) (setting the effective date of the foreign ownership rules as Aug. 9, 2013). 6 47 C.F.R. § 1.991. 7 The names and FCC registration numbers of the Sprint Licensees are outlined in Appendix C. Note that the other contact and certification information supplied for Sprint also applies to each Sprint Licensee for purposes of the instant Petition. Finally, as noted above, each of the Sprint Licensees is organized in the United States. 3

Telephone Number: (703) 433-8124 Facsimile Number: (202) 585-1940 Electronic Mail Address: Richard.2.Engelman@Sprint.com Type of Business Organization: Corporation Name and Title of Certifying Officer: Vonya B. McCann Senior Vice President of Government Affairs (b) Contact Information for Legal Counsel Name: Emily Daniels Firm: Lawler, Metzger, Keeney & Logan, LLC Mailing Address: 1717 K Street, NW, Suite 1075 Washington, DC 20006 Telephone Number: (202) 777-7723 Electronic Mail Address: edaniels@lawlermetzger.com (c) Type of Authorizations and Associated Applications As discussed more extensively in Appendix D, the instant Petition was prompted by a planned pro forma restructuring of SoftBank’s intermediate and holding companies. In connection with this restructuring, Sprint intends to file a series of pro forma transfer of control applications on or around April 11, 2016 for authorizations held on a non-common carrier basis, which are not subject to the limitations of 47 U.S.C. § 310(b)(4), as well as with respect to transmitting satellite earth stations held by the Sprint Licensees. Consistent with the Commission’s rules, Sprint also intends to file a series of post-closing notifications with the FCC regarding the authorizations that the Sprint Licensees hold on a common carrier basis, including receive-only satellite earth stations. A list of the current Sprint Licensees, and the types of authorizations held by each, is included in Appendix C. (d) Type of Declaratory Ruling Requested Sprint requests a declaratory ruling pursuant to section 1.990(a)(1) of the Commission’s rules. 4

(e)/(g) Holders of Direct Interests of 10% or More or a Controlling Interest in the Controlling U.S. Parent of the Petitioning Applicant (1) Name: Starburst I, Inc. Interest Held: 77.5% equity interest in Sprint (the controlling U.S. parent of the Sprint Licensees); treated as holding 100% voting interest in Sprint pursuant to the FCC’s rules8 Place of Organization: United States Type of Business Organization: Corporation Principal Business: Investment holding company (2) Name: Masayoshi Son Interest Held: Chairman of the Board of Sprint Citizenship: Japan (3) Name: Ronald Fisher Interest Held: Vice Chairman of the Board of Sprint Citizenship: United States (4) Name: Raul Marcelo Claure Interest Held: Member of the Board, President, and Chief Executive Officer of Sprint Citizenship: United States (5) Name: Nikesh Arora Interest Held: Member of the Board of Sprint Citizenship: United States (6) Name: Robert Bennett Interest Held: Member of the Board of Sprint Citizenship: United States (7) Name: Gordon Bethune Interest Held: Member of the Board of Sprint Citizenship: United States 8 47 C.F.R. § 1.992(b)(2)(i). 5

(8) Name: Julius Genachowski Interest Held: Member of the Board of Sprint Citizenship: United States (9) Name: Michael Mullen Interest Held: Member of the Board of Sprint Citizenship: United States (10) Name: Sara Martinez Tucker Interest Held: Member of the Board of Sprint Citizenship: United States (f)/(g) Holders of Indirect Interests of 10% or More or a Controlling Interest in the Controlling U.S. Parent of the Petitioning Applicant (1) Name: BM Holdings GK9 Interest Held: 60.5% indirect equity interest in Sprint through Starburst I, Inc. (54.6%) and Galaxy Investment Holdings, Inc. (5.9%); treated as holding 100% indirect voting interest in Sprint pursuant to FCC rules10 Place of Organization: Japan Type of Business Organization: Godo kaisha11 Principal Business(es): Investment holding company12 9 On March 31, 2016, it was resolved to change BM Holdings GK’s name to SoftBank International GK. Formal registration of the name change remains pending. 10 See note 8 supra. 11 A godo kaisha is a Japanese company analogous to a U.S. limited liability company, which offers limited liability to its members. 12 This entity also is authorized to conduct other business, including: information provision services; information processing services; acquiring, holding and managing securities; advertising agency services; and any business related to or incidental to the foregoing. 6

(2) Name: SoftBank Group Corp. Interest Held: 83.4% indirect equity interest in Sprint through BM Holdings GK (60.5%) and Starburst I, Inc. (22.9%); treated as holding 100% indirect voting interest in Sprint pursuant to FCC rules13 Place of Organization: Japan Type of Business Organization: Kabushiki kaisha14 Principal Business: Holding company (3) Name: Masayoshi Son Interest Held: 19.3% indirect equity interest in Sprint through SoftBank Group Corp.; treated as holding 23.1% indirect voting interest in Sprint pursuant to FCC rules15 Citizenship: Japan (h)(1) Estimate of Aggregate Foreign Ownership Subsection (h)(1) of FCC rule section 1.991 requires Sprint to provide information regarding how grant of the Petition would be in the public interest, as well as certain information regarding aggregate ownership information. With respect to the former, a statement addressing the circumstances that prompted filing of the instant Petition and demonstrating that the public interest would be served by grant of the Petition is set forth in Appendix D. With respect to aggregate foreign ownership, the Commission already determined in the Sprint/SoftBank Foreign Ownership Grant that “it would not serve the public interest to prohibit the indirect foreign ownership of the Licensee Subsidiaries in excess of the 25% benchmark in section 310(b)(4) of the Act.”16 In doing so, the Commission specifically contemplated that 13 See note 8 supra. 14 A kabushiki kaisha is a Japanese joint stock corporation, analogous to a U.S. C corporation. 15 See note 8 supra. 16 Sprint/SoftBank Foreign Ownership Grant. 7

SoftBank could hold up to a 100% indirect interest in the Sprint Licensees and accounted for the introduction of additional aggregate foreign ownership: [T]his ruling permits the Licensee Subsidiaries to be 100 percent owned indirectly, as a result of the foreign ownership interests held in Sprint, the controlling U.S. parent of the Licensee Subsidiaries, upon closing, by SoftBank (individually) and by SoftBank’s shareholders (collectively, including Mr. Son). The Licensee Subsidiaries may accept up to and including an additional, aggregate 25 percent equity and/or voting interests from these foreign investors and other foreign investors without seeking prior Commission approval, subject to the following conditions. First, the Licensee Subsidiaries shall obtain prior Commission approval before any foreign individual or entity acquires a direct or indirect equity and/or voting interest in post-transaction Sprint in excess of 25 percent. Second, the Licensee Subsidiaries shall obtain prior Commission approval before Sprint’s direct or indirect equity and/or voting interests from non- WTO Member countries (including interests from unidentified investors) post- transaction exceed 25 percent.17 As set forth in Appendix E, Sprint certifies that it is in compliance with the conditions specified in the Sprint/SoftBank Foreign Ownership Grant. (h)(2) Ownership and Control Structure As required by section 1.991(h)(2) of the Commission’s rules, Appendix A provides a narrative description of the ownership and control structure of Sprint and its foreign holders. In addition, Appendix B provides ownership diagrams that illustrate Sprint’s vertical ownership structure. 17 Id. 8

(i)/(j) Requests for Specific Approval (1) Name: BM Holdings GK Interest Held: 60.5% indirect equity interest in Sprint through Starburst I, Inc. (54.6%) and Galaxy Investment Holdings, Inc. (5.9%); treated as holding 100% indirect voting interest in Sprint pursuant to FCC rules18 Place of Organization: Japan Type of Business Organization: Godo kaisha19 Principal Business(es): Investment holding company20 (2) Name: SoftBank Group Corp. Interest Held: 83.4% indirect equity interest in Sprint through BM Holdings GK (60.5%) and Starburst I, Inc. (22.9%); treated as holding 100% indirect voting interest in Sprint pursuant to FCC rules21 Place of Organization: Japan Type of Business Organization: Kabushiki kaisha22 Principal Business: Holding company23 (3) Name: Masayoshi Son Interest Held: 19.3% indirect equity interest in Sprint through SoftBank Group Corp.; treated as holding 23.1% indirect voting interest in Sprint pursuant to FCC rules24 Citizenship: Japan Principal Business: Communications and technology 18 See note 8 supra. 19 See note 11 supra. 20 See note 12 supra. Information regarding the entities that hold, directly and indirectly, 10% or more of the equity and/or voting interests, or a controlling interest, in BM Holdings GK is described in narrative form in Appendix A and depicted in the diagrams in Appendix B. 21 See note 8 supra. 22 See note 14 supra. 23 Information regarding the entities that hold, directly and indirectly, 10% or more of the equity and/or voting interests, or a controlling interest, in SoftBank Group Corp. is described in narrative form in Appendix A and depicted in the diagrams in Appendix B. 24 See note 8 supra. 9

III. CONCLUSION For the reasons set forth herein and in the associated appendices, Sprint respectfully requests that the Commission issue a declaratory ruling permitting the insertion of a new wholly owned SoftBank subsidiary, BM Holdings GK, into the vertical ownership chain between SoftBank and the holding companies in which its Sprint shares are currently held, subject to standard conditions25 and the governing National Security Agreement. Pursuant to the Commission’s rules, Sprint also respectfully requests advance approval for BM Holdings GK to increase its interests up to and including 100 percent of Sprint’s direct and/or indirect equity and/or voting interests.26 Respectfully submitted, /s/ Richard B. Engelman Regina M. Keeney Richard B. Engelman Emily J. H. Daniels Director, Legal and Government Affairs LAWLER, METZGER, KEENEY & LOGAN, LLC SPRINT CORPORATION 1717 K Street NW, Suite 1075 900 7th Street NW, Suite 700 Washington, DC 20006 Washington, DC 20001 (202) 777-7700 (703) 433-8124 edaniels@lawlermetzger.com Counsel for Sprint Corporation Dated: April 11, 2016 25 See, e.g., 47 C.F.R. § 1.994. 26 Id. § 1.991(k)(1). 10

APPENDIX A NARRATIVE OWNERSHIP DESCRIPTION Sprint. Sprint Corporation (“Sprint”), a U.S. entity, is the parent company of all entities within Sprint’s corporate structure, including all operating companies, holding companies, and subsidiaries with FCC licenses and authorizations (the “Sprint Licensees”).  Control. Sprint is controlled by a ten-member Board of Directors. Masayoshi Son, the Chairman of the Board, is a Japanese citizen. The remaining eight members of the Board are U.S. citizens. One board seat is currently vacant.  Equity and Voting. Following the proposed transaction, SoftBank Group Corp. (“SoftBank”) will hold an indirect 83.4% equity and, for FCC rule purposes, 100% voting interest in Sprint, as outlined below. Other than the parties outlined below, no other foreign individuals or entities hold a greater than 5% interest in Sprint and no other individuals or entities hold a 10% or greater equity or voting interest in Sprint, whether calculated directly or indirectly. In particular, the remaining 16.6% of Sprint’s outstanding stock is widely held by diverse shareholders, none of which are foreign individuals or entities that hold a greater than 5% equity or voting interest in Sprint, and none of which are individuals or entities that hold a 10% or greater equity or voting interest in Sprint. Holding Companies. After the proposed reorganization, SoftBank proposes to hold its 83.4% equity and, for FCC rule purposes, 100% voting interest in Sprint indirectly as follows.  Starburst I, Inc. (“Starburst I”), a U.S. corporation, holds a 77.5% equity and, for FCC rule purposes, 100% voting interest in Sprint. Following the proposed reorganization, 29.6% of Starburst I’s equity interests (i.e., a 22.9% equity interest in Sprint) will be held directly by SoftBank. The remaining 70.4% of Starburst I’s equity interests (i.e., 54.6% of Sprint’s equity interests) will be held by BM Holdings GK, a Japanese godo kaisha.27 In turn, BM Holdings GK is a wholly owned subsidiary of SoftBank, and SoftBank controls, and is the sole member of, BM Holdings GK. Pursuant to the FCC’s rules,28 Starburst I and BM Holdings GK are each deemed to hold an indirect 100% voting interest in Sprint. 27 A godo kaisha is Japanese company analogous to a U.S. limited liability company, which offers limited liability to its members. 28 47 C.F.R. § 1.992(b)(2)(i).

 Galaxy Investment Holdings, Inc. (“Galaxy”), a U.S. corporation, holds a 5.9% equity and voting interest in Sprint. Following the restructuring, Galaxy will be a wholly owned subsidiary of BM Holdings GK. SoftBank. SoftBank – a Japanese kabushiki kaisha29 – is controlled by a nine-member Board of Directors. Masayoshi Son, the Chairman of the Board, is a Japanese citizen, as are four other board members. Of the remaining four board members, three are U.S. citizens, and one is a Chinese citizen. With respect to equity and voting interests, SoftBank is widely held. Masayoshi Son is the Chief Executive Officer of SoftBank, and also holds a 23.1% equity and voting interest in SoftBank (i.e., a 19.3% indirect equity and, for FCC rule purposes, a 23.1% indirect voting interest in Sprint). No other individual or entity holds a 10% or greater equity or voting interest in SoftBank. 29 A kabushiki kaisha is a Japanese joint stock corporation, analogous to a U.S. C corporation. 2

APPENDIX B OWNERSHIP STRUCTURE DIAGRAMS

Current Pre—Reorganization Ownership Structure* Board of Directors Masayoshi Son, Chairman (Japan) Nikesh Arora (United States) Ken Miyauchi (Japan) Ronald Fisher (United States) ',:’;fézi: ang uiD WEeeeyc Below Manabu Miyasaka (Japan) 3A e Tadashi Yanai (Japan) Threshold Mark Schwartz (United States) regs: Shigenobu Nagamori (Japan) 23.1% Voting & 76.9% Voting & Board of Directors Controlling Interest Equity Equity Masayoshi Son, Chairman (Japan) Ronald Fisher, Vice Chairman (United States) SoftBank Group Corp. Raul Marcelo Claure (United States) Japan Nikesh Arora (United States) Interest Robert Bennett (United States) 100%Voting & Equity 100%Voting & Equity Holders Gordon Bethune (United States) Below Julius Genachowski (United States) Reporting Michae! Mullen (United States) Galaxy Investment Threshold Sara Martinez Tucker (United States) Starburst I, Inc. & Hli¢z+ Holdings, Inc. United States States 16.6% Voting & Equity Controlling Interest 5.9% Voting & Equity Sprint Corporation United States 100% Voting & Equity Holding Companies United States 100%Voting & Equity Sprint Licensees United States *For the purposes of these diagrams, Sprint provides actual voting interests, and does not treat a voting interest equal to or exceeding 50% as if it were a 100% interest. Cf. 47 C.F.R. § 1.992(b)(2)(i).

Post—Reorganization Ownership Structure* Board of Directors Masayoshi Son, Chairman (Japan) Nikesh Arora (United States) Ken Miyauchi (Japan) Ronald Fisher (United States) Yun Ma (China) Masayoshi Interest Holders _ Manabu Miyasaka (Japan) Son Below Reporting Tadashi Yanai (Japan) css Mark Schwartz (United States) Shigenobu Nagamori (Japan) ie retmaran 2319voting reguvene6 Board of Directors SoftBank Group Corp. in Masayoshi Son, Chairman (Japan) 100%Voting & Equity Ronald Fisher, Vice Chairman (United States) (Controlling Interest) Raul Marcelo Claure (United States) Nikesh Arora (United States) BM Holdings GK 6 Interest Robert Bennett (United States) 29.6% Voting & 70.4% Voting ' Gramc D(E ~ (ls.ordon Be;hunek(Unltgdjtates) Equit £ Equity Julius Genachowski (United States) Reporting Michael Mullen (United States) Galaxy Investment ols Sara Martinez Tucker (United States) Starburst I, Inc. T Tr — Holdings, Inc.. B m States States 5.9% Voting & Equity 16.6% Voting & Equity Controlling Interest Sprint Corporation United States 100%Voting & Equity Holding Companies United States 100%Voting & Equity Sprint Licensees United States *For the purposes of these diagrams, Sprint provides actual voting interests, and does not treat a voting interest equal to or exceeding 50% as if it were a 100% interest. Cf. 47 C.F.R.§ 1.992(b)(2)(i).

APPENDIX C WHOLLY OWNED SUBSIDIARIES OF SPRINT CORPORATION HOLDING FCC LICENSES, LEASES, AND AUTHORIZATIONS Company Name FRN Radio Service(s) (Radio Service Code) and/or Other Authorization(s) Alda Wireless Holdings, LLC 0004340436 BRS, Broadband Radio Service (BR) EBS, Educational Broadband Service Leases (ED) American Telecasting 0001606201 BRS, Broadband Radio Service (BR) Development LLC EBS, Educational Broadband Service Leases (ED) American Telecasting of Yuba 0004922985 BRS, Broadband Radio Service (BR) City, LLC EBS, Educational Broadband Service Leases (ED) American Telecasting of 0004384632 EBS, Educational Broadband Service and Anchorage, LLC* EBS Leases (ED) American Telecasting of Bend, 0001605674 EBS, Educational Broadband Service (ED) LLC* American Telecasting of 0003775822 BRS, Broadband Radio Service (BR) Columbus, LLC EBS, Educational Broadband Service Leases (ED) American Telecasting of 0004357141 EBS, Educational Broadband Service Denver, LLC* Leases (ED) American Telecasting of Fort 0008146763 EBS, Educational Broadband Service Myers, LLC* Leases (ED) American Telecasting of Ft. 0001606284 BRS, Broadband Radio Service (BR) Collins, LLC EBS, Educational Broadband Service Leases (ED) * In the interest of completeness, all Sprint subsidiaries holding licenses or other FCC authorizations are listed herein. Those entities that currently hold only non-common carrier authorizations are denoted with an asterisk.

Company Name FRN Radio Service(s) (Radio Service Code) and/or Other Authorization(s) American Telecasting of Green 0004384699 BRS, Broadband Radio Service (BR) Bay, LLC EBS, Educational Broadband Service Leases (ED) American Telecasting of 0003775418 BRS, Broadband Radio Service (BR) Lansing, LLC EBS, Educational Broadband Service Leases (ED) American Telecasting of 0004357166 BRS, Broadband Radio Service (BR) Lincoln, LLC EBS, Educational Broadband Service Leases (ED) American Telecasting of Little 0004384731 EBS, Educational Broadband Service Rock, LLC* Lease (ED) American Telecasting of 0004384236 EBS, Educational Broadband Service Louisville, LLC* Leases (ED) American Telecasting of 0001605740 BRS, Broadband Radio Service (BR) Medford, LLC EBS, Educational Broadband Service Licenses and Leases (ED) American Telecasting of 0003790797 BRS, Broadband Radio Service (BR) Michiana, LLC EBS, Educational Broadband Service Leases (ED) American Telecasting of 0001606268 BRS, Broadband Radio Service and Lease Monterey, LLC (BR) American Telecasting of 0004357182 BRS, Broadband Radio Service (BR) Redding, LLC EBS, Educational Broadband Service Licenses and Leases (ED) American Telecasting of Santa 0008146995 EBS, Educational Broadband Service Barbara, LLC* Leases (ED) American Telecasting of Seattle, 0004346003 BRS, Broadband Radio Service (BR) LLC EBS, Educational Broadband Service Leases (ED) 2

Company Name FRN Radio Service(s) (Radio Service Code) and/or Other Authorization(s) American Telecasting of 0004907267 EBS, Educational Broadband Service Sheridan, LLC* Leases (ED) APC PCS, LLC 0002147304 PCS Broadband (CW) APC Realty and Equipment 0004678009 Point to Point Microwave (CF) Company, LLC ATI Sub, LLC 0017806043 BRS, Broadband Radio Service (BR) EBS, Educational Broadband Service Leases (ED) ATL MDS, LLC 0017700493 BRS, Broadband Radio Service (BR) EBS, Educational Broadband Service (ED) Broadcast Cable, LLC 0003790771 BRS, Broadband Radio Service (BR) EBS, Educational Broadband Service Leases (ED) Clearwire Hawaii Partners 0015526551 BRS, Broadband Radio Service (BR) Spectrum LLC EBS, Educational Broadband Service Leases (ED) Point to Point Microwave (CF) Clearwire Spectrum Holdings II 0015316904 BRS, Broadband Radio Service (BR) LLC EBS, Educational Broadband Service Leases and Subleases(ED) Point to Point Microwave (CF) Clearwire Spectrum Holdings 0018399998 BRS, Broadband Radio Service (BR) III, LLC EBS, Educational Broadband Service Leases and Subleases (ED) Point to Point Microwave (CF) 3

Company Name FRN Radio Service(s) (Radio Service Code) and/or Other Authorization(s) Clearwire Spectrum Holdings 0013892427 BRS, Broadband Radio Service (BR) LLC EBS, Educational Broadband Service Leases (ED) Point to Point Microwave (CF) Fixed Wireless Holdings, LLC 0010490498 BRS, Broadband Radio Service (BR) EBS, Educational Broadband Service Leases (ED) Point to Point Microwave (CF) Local Multipoint Distribution Service (LD) Cable Television Relay Service (CARS) Fresno MMDS Associates, 0004357232 EBS, Educational Broadband Service LLC* Leases (ED) Helio, LLC 0013213178 International 214 authorization Horizon Personal 0003018025 PCS Broadband (CW) Communications, Inc. Kennewick Leasing, LLC* 0004927430 EBS, Educational Broadband Service Leases (ED) Louisiana Unwired, LLC 0004547493 PCS Broadband (CW) Nextel Communications of the 0002154086 1910-1915/1990-1995 MHz Bands, Market Mid-Atlantic, Inc. Area (CY) Point to Point Microwave (CF) 800 MHz (GE, GX, YB, YC, YH & YX) Satellite Earth Stations Nextel Communications, Inc. 0012468146 International 214 authorization 4

Company Name FRN Radio Service(s) (Radio Service Code) and/or Other Authorization(s) Nextel of California, Inc. 0003293511 1910-1915/1990-1995 MHz Bands, Market Area (CY) Industrial/Business Pool, Conventional (IG) Point to Point Microwave (CF) 800 MHz (GB, GJ, GM, GO, GP, GX, YB, YC, YE, YH, YM, YO, YP & YX) Nextel of New York, Inc. 0003293537 1910-1915/1990-1995 MHz Bands, Market Area (CY) Point to Point Microwave (CF) 800 MHz (GE, GJ, GX, YC, YE, YH, YJ & YX) Nextel of Puerto Rico, Inc. 0004335196 1910-1915/1990-1995 MHz Bands, Market Area (CY) 800 MHz (YC, YM & YX) Nextel of Texas, Inc. 0001680552 1910-1915/1990-1995 MHz Bands, Market Area (CY) Point to Point Microwave (CF) 800 MHz (GE, GX, YC, YE, YH, YM & YX) Nextel Partners, Inc. 0005016514 International 214 authorization Nextel South Corp. 0001835479 1910-1915/1990-1995 MHz Bands, Market Area (CY) Point to Point Microwave (CF) 800 MHz (GJ, GO, GX, YC, YH, YJ & YX) 5

Company Name FRN Radio Service(s) (Radio Service Code) and/or Other Authorization(s) Nextel West Corp. 0001608363 1910-1915/1990-1995 MHz Bands, Market Area (CY) Point to Point Microwave (CF) Microwave Industrial/Business Pool (MG) 800 MHz (GB, GE, GJ, GM, GX, YC, YE, YH, YJ, YM, YO & YX) Northern PCS Services, LLC 0012168811 Point to Point Microwave (CF) NPCR, Inc. 0010584589 Point to Point Microwave (CF) 800 MHz (GM, GX, YC, YH & YX) NSAC, LLC 0003768553 BRS, Broadband Radio Service (BR) EBS, Educational Broadband Service Licenses, Leases and Subleases (ED) Point to Point Microwave (CF) Local Multipoint Distribution Service Leases (LD) PCTV Gold II, LLC 0003573672 BRS, Broadband Radio Service (BR) EBS, Educational Broadband Service (ED) PCTV Sub, LLC* 0017806118 EBS, Educational Broadband Service Leases (ED) People's Choice TV Corp. 0004924197 Local Television Transmission (CT) People's Choice TV of 0007033053 BRS, Broadband Radio Service (BR) Albuquerque, LLC EBS, Educational Broadband Service and Leases (ED) People's Choice TV of Houston, 0008148603 EBS, Educational Broadband Service and LLC* Leases (ED) People's Choice TV of St. 0008150286 EBS, Educational Broadband Service and Louis, LLC* Leases (ED) 6

Company Name FRN Radio Service(s) (Radio Service Code) and/or Other Authorization(s) PhillieCo, LLC 0002317246 PCS Broadband (CW) Point to Point Microwave (CF) 0025397795 PhillieCo, LLC International 214 authorization SCC X, LLC 0017700527 BRS, Broadband Radio Service (BR) Southwest PCS, LLC 0001696053 Point to Point Microwave (CF) SpeedChoice of Detroit, LLC 0008151375 BRS, Broadband Radio Service (BR) and Educational Broadband Service (ED) Subleases SpeedChoice of Phoenix, LLC* 0008151458 EBS, Educational Broadband Service and Leases (ED) Sprint (Bay Area), LLC 0001800184 BRS, Broadband Radio Service Licenses and Lease (BR) Sprint Communications 0002529659 Aircraft (AC) Company, L.P. Point to Point Microwave (CF) Industrial/Business Pool, Conventional (IG) Microwave Industrial/Business Pool (MG) 3650-3700 MHz (NN) International 214 authorization Satellite Earth Stations Sprint PCS License, L.L.C. 0002963684 PCS Broadband (CW) Sprint Spectrum, L.P. 0005072970 BRS, Broadband Radio Service (BR) PCS Broadband (CW) Point to Point Microwave (CF) EBS, Educational Broadband Service (ED) International 214 authorization 7

Company Name FRN Radio Service(s) (Radio Service Code) and/or Other Authorization(s) Sprint Telephony PCS, L.P. 0002963965 Point to Point Microwave (CF) Sprint/United Management 0012852471 Industrial/Business Pool, Conventional Company (IG) SprintCom, Inc. 0002315950 PCS Broadband (CW) Point to Point Microwave (CF) EBS, Educational Broadband Service Lease (ED) Millimeter Wave 70/80/90 GHz Service (MM) International 214 authorization TDI Acquisition Sub, LLC 0017806084 BRS, Broadband Radio Service (BR) EBS, Educational Broadband Service Lease (ED) Texas Telecommunications, 0003802956 Point to Point Microwave (CF) LLC Transworld Telecom II, LLC* 0017806068 EBS, Educational Broadband Service Lease (ED) UbiquiTel Leasing Company 0007488323 Point to Point Microwave (CF) US Telecom, Inc. 0004372843 International 214 authorization Virgin Mobile USA, L.P. 0006901011 International 214 authorization Washington Oregon Wireless, 0003800729 Point to Point Microwave (CF) LLC WBS of America, LLC* 0017806076 EBS, Educational Broadband Service Lease (ED) WBS of Sacramento, LLC* 0004927539 EBS, Educational Broadband Service Lease (ED) WBSFP Licensing LLC 0004357240 BRS, Broadband Radio Service (BR) 8

Company Name FRN Radio Service(s) (Radio Service Code) and/or Other Authorization(s) WBSY Licensing LLC 0004357273 BRS, Broadband Radio Service (BR) EBS, Educational Broadband Service and Leases (ED) WCOF, LLC* 0017700568 EBS, Educational Broadband Service Leases (ED) Wireless Broadband Services of 0002834505 Point to Point Microwave (CF) America, LLC EBS, Educational Broadband Service Lease (ED) WirelessCo, LLC 0002316545 Point to Point Microwave (CF) PCS Broadband (CW) 9

APPENDIX D CIRCUMSTANCES PROMPTING FILING AND SHOWING THAT GRANT OF THIS PETITION IS IN THE PUBLIC INTEREST Reason for Filing. On March 7, 2016, SoftBank Group Corp.’s (“SoftBank’s”) Board of Directors resolved to reorganize SoftBank’s intermediate and holding companies. As part of this internal restructuring, SoftBank intends to insert a wholly owned subsidiary – BM Holdings GK – into the vertical ownership chain between SoftBank and the holding companies in which its shares in Sprint Corporation (“Sprint”) are currently held (i.e., Starburst I, Inc. (“Starburst I”) and Galaxy Investment Holdings, Inc. (“Galaxy”)). Specifically, and subject to all necessary regulatory approvals, SoftBank plans to transfer 100% of Galaxy’s shares and approximately 70.4% of SoftBank’s interest in Starburst I to BM Holdings GK.30 There will be no changes to SoftBank’s stock, or to the ultimate ownership of SoftBank’s voting or equity interests in Sprint, as a result of the proposed transaction. Likewise, SoftBank’s reorganization will have no impact on Sprint’s operations, ultimate ownership, or ultimate control. Public Interest Showing. The Federal Communications Commission (“Commission”) has long recognized the public interest benefits of foreign investment. For example, the Commission has concluded that the public interest would be served by permitting such foreign ownership, in part, because: 30 Although no final decision has been made, at some point, SoftBank may also decide to transfer the remaining shares of Starburst I (approximately 29.6% of SoftBank’s interest in Starburst I) to BM Holdings GK. The applicants include this information in the interest of transparency, but note that such action would not require regulatory approval.

[R]emoving barriers to entry and focusing on competitive safeguards will promote effective competition in the U.S. telecommunications services market by removing unnecessary regulation and barriers to entry that can stifle competition and deprive U.S. consumers of the benefits of lower prices, improved service quality, and service innovations.31 The Commission also has observed that “foreign investment has been and will continue to be an important source of financing for U.S. telecommunications companies, fostering technical innovation, economic growth, and job creation.”32 Notably, the Commission already expressly concluded that these public interest benefits extend to the foreign ownership of Sprint at issue in this Petition. In the Sprint/SoftBank Order, the Commission based its declaratory ruling on its finding that the “proposed transactions would result in public interest benefits,” and its observation that there was “no basis to conclude that the proposed transactions is likely to harm competition.”33 If anything, the proposed reorganization will create additional public interest benefits. The purpose of SoftBank’s proposed reorganization is to separate SoftBank’s global and domestic operations, which will enable SoftBank to provide greater transparency to its shareholders in reporting the performance of its business operations in Japan and its business operations abroad. This, in turn, will serve the public interest by increasing efficiency in SoftBank’s corporate operations and improving 31 Rules and Policies on Foreign Participation in the U.S. Telecommunications Market; Market Entry and Regulation of Foreign-Affiliated Entities, Report and Order and Order on Reconsideration, 12 FCC Rcd 23891, ¶ 11 (1997). 32 Review of Foreign Ownership Policies for Common Carrier and Aeronautical Radio Licensees Under Section 310(b)(4) of the Communications Act of 1934, as Amended, Second Report and Order, 28 FCC Rcd 5741, ¶ 3 (2013). 33 Applications of SOFTBANK CORP., Starburst II, Inc., Sprint Nextel Corporation, and Clearwire Corporation; For Consent to Transfer Control of Licenses and Authorizations; Petitions for Reconsideration of Applications of Clearwire Corporation for Pro Forma Transfer of Control, Memorandum Opinion and Order, Declaratory Ruling, and Order on Reconsideration, 28 FCC Rcd 9642, ¶ 123 (2013).

SoftBank’s value. As SoftBank’s subsidiary, Sprint will ultimately benefit from the increased efficiency and improved transparency effectuated by the restructuring. As a result of reorganizing in a way that improves its value, SoftBank will be better positioned to manage and invest in Sprint’s operations over the long term.

APPENDIX E CERTIFICATION OF VONYA B. McCANN I, Vonya B. McCann, certify that the information in this Petition is in accordance with the provisions of Sections 1.16 and 1.990(c)(1) of the Commission’s rules, 47 C.F.R. §§ 1.16 and 1.990(c)(1). In particular, Sprint has calculated the ownership interests disclosed in the Petition based upon its review of the Commission’s rules. The interests disclosed satisfy each of the pertinent standards and criteria set forth in the rules. I further certify that Sprint is in compliance with the conditions specified in the Sprint/SoftBank Foreign Ownership Grant. /s/ Vonya B. McCann Vonya B. McCann Senior Vice President of Government Affairs Sprint Corporation Executed on April 11, 2016


Document Created: 2016-04-11 22:32:36
Document Modified: 2016-04-11 22:32:36
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