*Pages 1--4 from Microsoft Word - 44611.doc* PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 TWELFTH STREET, S. W. WASHINGTON, D. C. 20554 DA 04- 3873 News media information 202/ 418- 0500 Fax- On- Demand 202/ 418- 2830 Internet: http:// www. fcc. gov ftp. fcc. gov Released: December 10, 2004 VERIZON WIRELESS AND NEXTWAVE SEEK FCC CONSENT TO TRANSFER CONTROL OF BROADBAND PCS LICENSES WT Docket No. 04- 434 PLEADING CYCLE ESTABLISHED Petitions to Deny Due: January 10, 2005 Oppositions Due: January 21, 2005 Replies Due: January 28, 2005 NextWave Telecom Inc. (“ NextWave Telecom”) and Cellco Partnership d/ b/ a Verizon Wireless (“ Cellco”) (collectively, the “Applicants”) have filed two applications pursuant to Section 310( d) of the Communications Act of 1934, as amended. 1 In these applications, the Applicants seek Commission approval of the proposed transfer of control of licenses held by NextWave Personal Communications Inc., Debtor- In- Possession (“ NPCI”) and NextWave Power Partners Inc., Debtor- In- Possession (“ NPPI”), from NextWave Telecom to Cellco. The proposed transfers of control involve 23 C, D, E, and F- block broadband Personal Communications Services (“ PCS”) licenses. Upon consummation of the proposed transaction, Cellco will receive 10 MHz of spectrum in 19 Basic Trading Areas (“ BTAs”) and 20 MHz of spectrum in four BTAs. 2 The proposed transfers of control will occur pursuant to an acquisition agreement (the “Agreement”) by and among NextWave Telecom, Cellco, and VZW Corp., a wholly- owned subsidiary of Cellco, dated as of November 4, 2004. Because NextWave Telecom is undergoing bankruptcy reorganization, the U. S. Bankruptcy Court for the Southern District of New York has reviewed the Agreement and authorized NextWave Telecom to enter into it and perform its obligations thereunder. 3 This transaction does not involve the transfer of control of any other FCC licenses or authorizations, 1 47 U. S. C. § 310( d). The applications were amended subsequent to their initial submission. When searching for these applications on the Wireless Telecommunications Bureau’s Universal Licensing System (“ ULS”) at http:// wireless. fcc. gov/ uls/, the amended versions of the applications will appear with an “AM” as the purpose code. 2 Post- transaction, Verizon will hold between 35 MHz and 65 MHz of spectrum in the applicable BTAs. 3 See Order Granting Motion Pursuant to Sections 105 and 363 of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure 2002 Approving Acquisition Agreement and Termination Payment, rel. December 1, 2004, Case No. 98 B 21529 (B. Ct. S. D. N. Y.). The bankruptcy court’s order is included as an exhibit to the applications. 1 2 including microwave stations or international Section 214 authorizations. Moreover, the Applicants state that no customers will be transitioned to a new carrier as a result of this transaction. I. SECTION 310( d) APPLICATIONS The following applications for consent to transfer control of PCS licenses, granted pursuant to Part 24 of the Commission’s rules, have been assigned the file numbers below: File No. Licensee Lead Call Sign 0001938332 4 NextWave Personal Communications, Inc. Debtor- in- Possession KNLF644 0001938304 NextWave Power Partners, Inc. Debtor- in- Possession KNKA351 II. DESIGNATED ENTITY AND ENTREPRENUERIAL ELIGIBILITY ISSUES The Commission’s Rules state that “[ n] o assignment or transfer of control of a license for frequency Block C or frequency Block F won in closed bidding pursuant to the eligibility requirements of § 24.709 will be granted,” except when, among other things, “[ t] he application for assignment or transfer of control is filed on or after the date the licensee has notified the Commission pursuant to § 24.203( c) that its five- year construction requirement has been satisfied.” 5 The Applicants state that five- year build-out notifications have been filed for all of the C and F- block licenses implicated in the transfer applications. The Applicants state that the transfers of control are consistent with the Global Resolution Agreement (“ GRA”), dated April 20, 2004, by and among the Commission and NextWave Telecom and its various subsidiaries. 6 In particular, the Agreement, in accordance with Section 3 of the GRA, contemplates that Cellco will deliver to the Commission a portion of the purchase price agreed to by the Commission in satisfaction of NextWave’s settlement obligations to the FCC under the GRA. III. 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 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 4 ULS File No. 000138332 has been designated as the lead application, 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/. 5 47 C. F. R. § 24.839( a)( 6). 6 See Order Granting Motion Pursuant to Section 363 of the bankruptcy Code and Federal Rules of Bankruptcy Procedure 2002, 6004 and 9019 Approving Settlement and Releases, rel. May 25, 2004, Case No 98 B 21529 (B. Ct. S. D. N. Y.), at Exhibit 1. 7 47 C. F. R. § 1.1200( a). 8 Id. § 1.1206. 2