PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 TWELFTH STREET, S.W. WASHINGTON, D.C. 20554 DA 07-4192 News media information 202/418-0500 Fax-On-Demand 202/418-2830 Internet: http://www.fcc.gov ftp.fcc.gov Released: October 11, 2007 VERIZON WIRELESS AND RURAL CELLULAR CORPORATION SEEK FCC CONSENT TO TRANSFER CONTROL OF LICENSES, SPECTRUM MANAGER LEASES, AND AUTHORIZATIONS WT Docket No. 07-208 PLEADING CYCLE ESTABLISHED Petitions to Deny Due: November 13, 2007 Oppositions Due: November 23, 2007 Replies Due: November 30, 2007 I. INTRODUCTION Cellco Partnership d/b/a Verizon Wireless (“Verizon Wireless”) and Rural Cellular Corporation (“RCC”) (collectively, “the Applicants”) have filed a series of applications pursuant to Sections 214 and 310(d) of the Communications Act of 1934, as amended.1 In these applications, the Applicants seek Commission approval of the transfer of control of licenses, authorizations and spectrum manager leases held by RCC and its subsidiaries from RCC to AirTouch Cellular (“AirTouch”), a wholly-owned indirect subsidiary of Verizon Wireless. The transfer of control will take place as a result of a proposed merger whereby Rhino Merger Sub (“Rhino Merger Sub”), a wholly-owned subsidiary of AirTouch, will be merged into RCC. At closing, the separate corporate existence of Rhino Merger Sub will cease, and RCC will continue as the surviving corporation and a wholly-owned subsidiary of AirTouch.2 These transfer of control applications pertain to licenses for the Part 22 Cellular Radiotelephone Service, the Part 22 Common Carrier Paging Service, the Part 24 Personal Communications Service, the Part 101 Local Multipoint Distribution Service, the Part 101 Local Television Transmission Service, and the Part 101 Common Carrier Fixed Point-to-Point Microwave Service, as well as international Section 214 authorizations. The Applicants also request declaratory rulings that the proposed foreign ownership of RCC and its subsidiaries in excess of the 25 percent benchmark set forth in Section 310(b)(4) of the Communications Act is in the public interest.3 1 47 U.S.C. §§ 214, 310(d). 2 RCC will continue to own the stock of its subsidiaries, and the RCC subsidiaries will continue to hold all of the FCC authorizations and spectrum leases that they held prior to the merger. 3 47 C.F.R § 310(b)(4). 2 II. SECTION 310(d) APPLICATIONS The following applications for consent to the transfer of control of RCC’s wireless radio services licenses to Verizon Wireless have been assigned the file numbers listed below. File No. Licensee Lead Call Sign 00031554874 RCC Atlantic Licenses, LLC KNKA797 0003159562 RCC Minnesota, Inc. KKB478 0003155973 TLA Spectrum, LLC KNLH624 0003155970 Wireless Alliance, LLC WPOH983 The following applications for consent to the transfer of control of spectrum manager leases to Verizon Wireless have been assigned the file numbers listed below. File No. Lessee Lead Lease ID Number 0003161770 RCC Minnesota, Inc. L000001889 0003162075 RCC Minnesota, Inc. L000002373 0003162072 RCC Minnesota, Inc. L000001821 0003162079 RCC Minnesota, Inc. L000001763 0003163550 RCC Minnesota, Inc. L000001950 0003173632 RCC Minnesota, Inc. L000001547 0003177105 RCC Minnesota, Inc. L000002409 III. INTERNATIONAL SECTION 214 AUTHORIZATIONS The following application for consent to the transfer of control of RCC’s international Section 214 authorizations to Verizon Wireless has been assigned the file number listed below. File No. Authorization Holder Lead Authorization Number ITC-T/C-20070904-00358 Rural Cellular Corporation ITC-214-19940224-00114 IV. PETITIONS FOR DECLARATORY RULING UNDER SECTION 310(b)(4) The Applicants have filed petitions pursuant to Section 310(b)(4) of the Communications Act for declaratory rulings that it is in the public interest for the RCC and its subsidiaries to have indirect foreign ownership in excess of the 25 percent benchmark under Section 310(b)(4) of the Communications Act. Upon consummation of the proposed transaction, RCC and its subsidiaries will become indirect subsidiaries of Verizon Wireless. Verizon Wireless is a general partnership ultimately controlled indirectly by Verizon Communications Inc. (“Verizon”) and Vodafone Group Plc (“Vodafone”). Verizon, a Delaware corporation, owns 55 percent of the partnership interests and Vodafone indirectly owns 45 percent of the partnership through numerous intermediate subsidiaries, which are organized under the laws of Luxembourg and the United Kingdom, both of which are World Trade Organization (“WTO”) Member countries, or the United States. Applicants request a declaratory ruling allowing Vodafone to hold an indirect ownership interest of up to 65.1 percent in RCC, RCC Atlantic Licenses, 4 This application is the lead application for the wireless radio services. 3 LLC, RCC Minnesota, Inc., and TLA Spectrum, LLC, each of which will become a wholly-owned indirect subsidiary of Verizon Wireless. This petition for declaratory ruling under Section 310(b)(4) of the Communications Act has been assigned File No. ISP-PDR-20070928-00011. The other RCC subsidiary, Western Alliance, LLC (“Western”), is 70 percent owned by RCC and 30 percent owned by T-Mobile USA, Inc. (“T-Mobile”), which is indirectly owned by Deutsche Telekom AG (“DT”), a corporation organized under the laws of the Federal Republic of Germany, a WTO Member country. Applicants request a declaratory ruling allowing Western to have 31.5 percent indirect ownership by Vodafone in addition to the 30 percent ownership by T-Mobile. This petition for declaratory ruling under Section 310(b)(4) of the Communications Act has been assigned File No. ISP-PDR-20070928-00012. V. EX PARTE STATUS OF THIS PROCEEDING Pursuant to Section 1.1200(a) of the Commission’s rules,5 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.6 Parties making oral ex parte presentations are directed to the Commission’s statement reemphasizing the public’s responsibility in permit-but-disclose proceedings and are reminded that memoranda summarizing the presentation must contain the presentation’s substance and not merely list the subjects discussed.7 More than a one- or two-sentence description of the views and arguments presented is generally required.8 Other rules pertaining to oral and written presentations are set forth in Section 1.1206(b) as well.9 We urge parties to use the Electronic Comment Filing System (“ECFS”) to file ex parte submissions.10 VI. GENERAL INFORMATION The transfer of control applications referenced herein have been found, upon initial review, to be acceptable for filing. The Commission reserves the right to return any application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules or policies. Final action on these applications will not be taken earlier than thirty-one days following the date of this Public Notice.11 Interested parties must file petitions to deny no later than November 13, 2007. Persons and entities that file petitions to deny become parties to the proceeding. They may participate fully in the proceeding, including seeking access to any confidential information that may be filed under a protective order, seeking reconsideration of decisions, and filing appeals of a final decision to the courts. Oppositions to such pleadings must be filed no later than November 23, 2007. Replies to such pleadings 5 47 C.F.R. § 1.1200(a). 6 Id. § 1.1206. 7 See Commission Emphasizes the Public’s Responsibilities in Permit-But-Disclose Proceedings, Public Notice, 15 FCC Rcd 19945 (2000). 8 See 47 C.F.R. § 1.1206(b)(2). 9 Id. § 1.1206(b). 10 See discussion infra Part VI. 11 See 47 U.S.C. § 309(b). 4 must be filed no later than November 30, 2007. All filings concerning matters referenced in this Public Notice should refer to DA 07-4192 and WT Docket No. 07-208, as well as the specific file numbers of the individual applications or other matters to which the filings pertain. Under the Commission’s current procedures for the submission of filings and other documents,12 submissions in this matter may be filed electronically (i.e., though ECFS) or by hand delivery to the Commission’s Massachusetts Avenue location. · If filed by ECFS,13 comments shall be sent as an electronic file via the Internet to http://www.fcc.gov/e-file/ecfs.html. In completing the transmittal screen, commenters should include their full name, Postal Service mailing address, and the applicable docket number. Parties may also submit an electronic comment by Internet e-mail. To get filing instructions for e-mail comments, commenters should send an e-mail to ecfs@fcc.gov, and should include the following words in the body of the message, “get form .” A sample form and directions will be sent in reply. · If filed by paper, the original and four copies of each filing must be filed by hand or messenger delivery, by commercial overnight courier, or by first-class or overnight U.S. Postal Service mail (although we continue to experience delays in receiving U.S. Postal Service mail). The Commission’s contractor, Natek, Inc., will receive hand-delivered or messenger-delivered paper filings for the Commission’s Secretary at 236 Massachusetts Avenue, N.E., Suite 110, Washington, D.C. 20002. The filing hours at this location are 8:00 a.m. to 7:00 p.m. All hand deliveries must be held together with rubber bands or fasteners. Any envelopes must be disposed of before entering the building. Commercial overnight mail (other than U.S. Postal Service Express Mail and Priority Mail) must be sent to 9300 East Hampton Drive, Capitol Heights, MD 20743. U.S. Postal Service first-class mail, Express Mail, and Priority Mail should be addressed to 445 12th Street, S.W., Washington, D.C. 20554. All filings must be addressed to the Commission’s Secretary, Office of the Secretary, Federal Communications Commission. One copy of each pleading must be delivered electronically, by e-mail or facsimile, or if delivered as paper copy, by hand or messenger delivery, by commercial overnight courier, or by first- class or overnight U.S. Postal Service mail (according to the procedures set forth above for paper filings), to: (1) the Commission's duplicating contractor, Best Copy and Printing, Inc., at FCC@BCPIWEB.COM or (202) 488-5563 (facsimile); (2) Erin McGrath, Mobility Division, Wireless Telecommunications Bureau, at erin.mcgrath@fcc.gov or (202) 418-7447 (facsimile); (3) Susan Singer, Spectrum and Competition Policy Division, Wireless Telecommunications Bureau, at susan.singer@fcc.gov or (202) 418-7447 (facsimile); (4) Linda Ray, Broadband Division, at linda.ray@fcc.gov or (202) 418-8188 (facsimile); (5) David Krech, Policy Division, International Bureau, at david.krech@fcc.gov or (202) 418-2824 (facsimile); (6) Neil Dellar, Office of General Counsel, at neil.dellar@fcc.gov or (202) 418- 1234 (facsimile); and (7) Jim Bird, Office of General Counsel, at jim.bird@fcc.gov or (202) 418-1234 (facsimile). 12 See Implementation of Interim Electronic Filing Procedures for Certain Commission Filings, Order, 16 FCC Rcd 21483 (2001); see also FCC Announces a New Filing Location for Paper Documents and a New Fax Number for General Correspondence, Public Notice, 16 FCC Rcd 22165 (2001); Reminder: Filing Locations for Paper Documents and Instructions for Mailing Electronic Media, Public Notice, 18 FCC Rcd 16705 (2003). 13 See Electronic Filing of Documents in Rulemaking Proceedings, GC Docket No. 97-113, Report and Order, 13 FCC Rcd 11322 (1998). 5 Copies of the applications and any subsequently-filed documents in this matter may be obtained from Best Copy and Printing, Inc. in person at 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554, via telephone at (202) 488-5300, via facsimile at (202) 488-5563, or via e-mail at FCC@BCPIWEB.COM. The applications and any associated documents are also available for public inspection and copying during normal reference room hours at the following Commission office: FCC Reference Information Center, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. The applications are also available electronically through the Commission’s ECFS, which may be accessed on the Commission’s Internet website at http://www.fcc.gov. In addition, applications filed under Parts 22, 24, 90, and 101 of the Commission’s rules are available electronically through ULS, which may be accessed on the Commission’s Internet website. Additional information regarding the transaction will be available on the FCC's Office of General Counsel's website, http://www.fcc.gov/ogc, which will contain a fully indexed, unofficial listing and electronic copies of all materials in this docket. Alternate formats of this public notice (computer diskette, large print, audio recording, and Braille) are available to persons with disabilities by contacting Brian Millin at (202) 418-7426 (voice), (202) 418-7365 (TTY), or by sending an e-mail to access@fcc.gov. For further information, contact Erin McGrath, Mobility Division, Wireless Telecommunications Bureau, at (202) 418-2042, or Susan Singer, Spectrum Competition and Policy Division, Wireless Telecommunications Bureau, at (202) 418-2042. -FCC-