*Pages 1--4 from Microsoft Word - 28086.doc* PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 TWELFTH STREET, S. W. WASHINGTON, D. C. 20554 DA 03- 1781 News media information 202/ 418- 0500 Fax- On- Demand 202/ 418- 2830 Internet: http:// www. fcc. gov ftp. fcc. gov Released: May 23, 2003 ALASKA NATIVE WIRELESS, L. L. C., COUNCIL TREE ALASKA NATIVE WIRELESS, L. L. C., AND ANW MANAGEMENT SERVICES, LLC SEEK FCC CONSENT TO TRANSFER CONTROL OF LICENSES WT Dkt. No. 03- 127 PLEADING CYCLE ESTABLISHED Petitions/ Comments Due: June 23, 2003 Oppositions Due: July 3, 2003 Replies Due: July 14, 2003 I. THE TRANSACTION Alaska Native Wireless, L. L. C. (“ Alaska Native Wireless”), Council Tree Alaska Native Wireless (“ Council Tree”), and ANW Management Services, LLC (“ ANW Management”) have filed applications (“ Applications”) pursuant to Section 310( d) of the Communications Act of 1934, as amended (the “Act”), 1 seeking Commission approval of the transfer of control and pro forma assignment of fifteen Personal Communications Services (“ PCS”) licenses (“ Licenses”) currently held by Alaska Native Wireless. 2 Post- transaction, the Licenses will be held by AN Subsidiary, L. L. C. (“ AN Subsidiary”), a wholly- owned subsidiary of Alaska Native Wireless, and ultimately controlled by ANW Management. II. PARTIES Alaska Native Wireless currently is majority- owned and controlled by Council Tree, which holds 60.1 percent of the member interests, and is the controlling interest holder and sole manager of Alaska Native Wireless. The other members of Alaska Native Wireless are AT& T Wireless PCS Interests, LLC (“ AT& T Wireless”) and ANW Management, which hold 38.2 percent and 1.7 percent of the member interests, respectively. 3 Additionally, Alaska Native Wireless has a Management Agreement with Edge Wireless Ventures, LLC (“ Edge Ventures”). 1 47 U. S. C. § 310( d). 2 Additionally, Alaska Native Wireless has filed a petition for a declaratory ruling that the indirect foreign ownership of Alaska Native Wireless, which would exceed twenty- five percent as a result of the proposed transfer of control, is consistent with the public interest pursuant to section 310( b)( 4) of the Act. This petition was placed on public notice on April 18, 2003 by the International Bureau. 3 Edge Wireless Ventures, LLC held the 1. 7 percent member interest in Alaska Native Wireless until March 25, 1 2 Post- transaction, the Licenses will be held by AN Subsidiary, wholly- owned by Alaska Native Wireless. The parties state that Alaska Native Wireless will have three members: ANW Management, Council Tree, and AT& T Wireless. ANW Management will have a 1.7 percent equity interest and be the managing member of Alaska Native Wireless. Council Tree and AT& T Wireless will have a 60.1 percent and 38.2 percent non- voting equity interest in Alaska Native Wireless, respectively. The parties state that, pursuant to the Fourth Amended and Restated Limited Liability Agreement of Alaska Native Wireless, LLC, which will be entered into upon consummation of this transaction, ANW Management will be the controlling interest holder of Alaska Native Wireless and AN Subsidiary. ANW Management, a limited liability company formed under the laws of the state of Oregon, has three members: Don Adams (“ Adams”), Darla Pomeroy (“ Pomeroy”), and Edge Ventures. Adams and Pomeroy each hold 50 percent of the voting interests, and Edge Ventures, which is ultimately controlled by Wayne Perry, holds no voting interests in ANW Management. Further details regarding the ownership structure of ANW Management can be found in the Applications and in ANW Management’s Ownership Disclosure Form (Form 602). Additionally, the parties state that Alaska Native Wireless’ Management Agreement with Edge Ventures will be terminated upon consummation of this transaction. III. APPLICATIONS Pro Forma Assignment of Licenses to AN Subsidiary The following application for consent to assign Part 24 PCS licenses on a pro forma basis has been assigned the file number below: File Number Licensee Lead Call Sign 0001254613 Alaska Native Wireless, L. L. C. WPUI366 Transfer of Control of Licenses from Council Tree to ANW Management The following application for consent to transfer control of Part 24 PCS licenses has been assigned the file number below: File Number Licensee Lead Call Sign 0001184495 4 Alaska Native Wireless, L. L. C. WPUI366 IV. DESIGNATED ENTITY AND ENTREPRENEURIAL ELIGIBILITY ISSUES Alaska Native Wireless and Council Tree state that this transaction will include the assignment and transfer of control of C and F Block PCS licenses to AN Subsidiary and ANW Management. The Commission’s rules state that “[ n] o assignment or transfer of control of a license for frequency Block C or 2003, when it transferred this interest to ANW Management. 4 File No. 0001184495 has been designated as the lead application in this transaction, 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. 2 3 frequency Block F won in closed bidding pursuant to the eligibility requirements of § 24.709 will be granted,” except when, among other instances, “[ t] he proposed assignee or transferee meets the eligibility criteria set forth in § 24.709 for this part at the time the application for assignment or transfer of control is filed. . . .” 5 ANW Management and AN Subsidiary state that they are qualified to hold Alaska Native Wireless’ closed bidding licenses and are eligible for very small business bidding credits. 6 V. GENERAL INFORMATION The 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 31 days following the date of this Public Notice. 7 Interested parties may file petitions to deny or comments no later than June 23, 2003. 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. Persons and entities that file comments will have those comments considered but do not become parties to the proceeding and may not be able to participate as fully as petitioners. Oppositions to comments or petitions to deny may be filed no later than July 3, 2003. Replies to oppositions may be filed no later than July 14, 2003. All filings concerning matters referenced in this Public Notice should refer to DA 03- 1781 and WT Docket No. 03- 127, as well as the specific file numbers of the individual applications or other matters to which the filings pertain. All documents filed in this proceeding should indicate in the caption that this matter is before the Wireless Telecommunications Bureau, Commercial Wireless Division, Policy and Rules Branch. Under the Commission’s current procedures for the submission of filings and other documents, 8 submission in this matter may be filed electronically (i. e., by the Commission’s Electronic Comment Filing System (ECFS)) or by hand delivery to the Commission’s Massachusetts Avenue location. € If filed by ECFS, 9 comments shall be sent as an electronic file via the Internet to http:// www. fcc. gov/ e- file/ ecfs. html. Generally, only one copy of an electronic submission must be filed. If multiple docket or rulemaking numbers appear in the caption of this proceeding, however, commenters must transmit one electronic copy of the comments to each docket or rulemaking number referenced in the caption. In completing the transmittal screen, commenters should include their full name, Postal Service mailing address, and the applicable docket or rulemaking 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 5 47 C. F. R. § 24.839( a), (a)( 2). 6 See 47 C. F. R. §§ 1.2110( f)( 2)( ii), 24.712( b), 24.717( b), 24.720( b)( 2). 7 See 47 U. S. C. § 309( b). 8 See In the Matter of Implementation of Interim Electronic Filing Procedures for Certain Commission Filings, Order, FCC 01- 345 (rel. Nov. 29, 2001); see also FCC Announces a New Filing Location for Paper Documents and a New Fax Number for General Correspondence, Public Notice, DA 01- 2919 (rel. Dec. 14, 2001). 9 See Electronic Filing of Documents in Rulemaking Proceedings, 63 Fed. Reg. 24,121 (1998). 3 4 body of the message, “get form .” 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, Vistronix, 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, SW, 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, Qualex International, at qualexint@ aol. com or (202) 863- 2898 (facsimile); (2) Lauren Kravetz Patrich, Commercial Wireless Division, Wireless Telecommunications Bureau, at lkravetz@ fcc. gov, or (202) 418- 7447 (facsimile); (3) Erin McGrath, Commercial Wireless Division, Wireless Telecommunications Bureau, at emcgrath@ fcc. gov or (202) 418- 7447 (facsimile). Copies of the applications and any subsequently- filed documents will be available electronically on the Commission’s Electronic Comment Filing System (“ ECFS”) under WT Docket No. 03- 127. For further information, contact Lauren Kravetz Patrich or Erin McGrath, Commercial Wireless Division, Wireless Telecommunications Bureau, at (202) 418- 7240. -FCC- 4