1 PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 TWELFTH STREET, S.W. WASHINGTON, D.C. 20554 DA 08-1481 News media information 202/418-0500 Fax-On-Demand 202/418-2830 Internet: http://www.fcc.gov ftp.fcc.gov Released: June 25, 2008 VERIZON WIRELESS AND ATLANTIS HOLDINGS LLC SEEK FCC CONSENT TO TRANSFER LICENSES, SPECTRUM MANAGER AND DE FACTO TRANSFER LEASING ARRANGEMENTS, AND AUTHORIZATIONS, AND REQUEST A DECLARATORY RULING ON FOREIGN OWNERSHIP WT Docket No. 08-95 PLEADING CYCLE ESTABLISHED Petitions to Deny Due: July 25, 2008 Oppositions Due: August 4, 2008 Replies Due: August 11, 2008 I. INTRODUCTION Cellco Partnership d/b/a Verizon Wireless (“Cellco”) and its wholly-owned subsidiary AirTouch Cellular (“AirTouch”) (collectively, “Verizon Wireless”)1 and Atlantis Holdings LLC (“Atlantis Holdings”) have filed a series of applications pursuant to Sections 214 and 310(d) of the Communications Act of 1934, as amended (“Communications Act”).2 In these applications, Verizon Wireless and Atlantis (the “Applicants”) seek Commission approval of the transfer of licenses, authorizations, and spectrum manager and de facto transfer leasing arrangements through the transfer of control of subsidiaries of ALLTEL Corporation (“ALLTEL”) and partnerships in which ALLTEL has either controlling or non- controlling general partnership interests (collectively, “ALLTEL Subsidiaries and Partnerships”). As proposed, the transfer of control will take place as a result of a merger whereby Abraham Merger Corporation (“Merger Sub”), a newly-formed, wholly-owned subsidiary of AirTouch, will merge with and into ALLTEL. At closing, the separate corporate existence of Merger Sub will cease, and ALLTEL will continue as the surviving corporation and as a wholly-owned subsidiary of AirTouch. These transfer of control applications pertain to licenses for the Part 22 Cellular Radiotelephone Service, the Part 22 Paging and Radiotelephone Service, the Part 24 Personal Communications Service, the Part 27 700 MHz Band Service, the Part 27 700 MHz Guard Band Service, the Part 90 Industrial/Business Pool Service, the Part 90 Private Carrier Paging Service, the Part 90 Specialized 1 Cellco is a general partnership in which Verizon Communications Inc. and Vodafone Group Plc, an English public limited company, indirectly hold, through wholly-owned subsidiaries, 55% and 45% of the partnership interests, respectively. Cellco holds a 100% indirect interest in AirTouch. 2 47 U.S.C. §§ 214, 310(d). 2 Mobile Radio Service, the Part 101 Common Carrier Fixed Point-to-Point Microwave Service, the Part 101 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, as well as domestic and international Section 214 authorizations. The Applicants also request a declaratory ruling that the public interest would not be served by denying approval of the indirect foreign ownership in the licenses, authorizations, and spectrum manager and de facto transfer leasing arrangements held by the post-transaction ALLTEL Subsidiaries and Partnerships. II. SECTION 310(d) APPLICATIONS The following applications for consent to the transfer of licenses from Atlantis Holdings to Verizon Wireless have been assigned the file numbers listed below. File No. Licensee Lead Call Sign 00034638923 ALLTEL Communications, LLC KNKA257 0003465442 ALLTEL Cellular Associates of Arkansas L.P. KNKA385 0003464389 ALLTEL Central Arkansas Cellular L.P. KNKN502 0003464390 ALLTEL Communications of Arkansas RSA #12 Cellular Limited Partnership KNKN968 0003464393 ALLTEL Communications of La Crosse Limited Partnership KNKA734 0003464394 ALLTEL Communications of Michigan RSA #4 Inc. KNKN771 0003464395 ALLTEL Communications of Michigan RSA #6 Cellular LP KNKQ302 0003464396 ALLTEL Communications of Michigan RSAs, Inc. KNKN698 0003464400 ALLTEL Communications of Mississippi RSA #2 Inc. KNKN623 0003464402 ALLTEL Communications of Mississippi RSA #6 Inc. KNKN559 0003464403 ALLTEL Communications of Mississippi RSA #7 Inc. KNKN619 0003464404 ALLTEL Communications of Nebraska, Inc. KNKA295 0003464406 ALLTEL Communications Company of New Mexico, Inc. KNKN216 0003464408 ALLTEL Communications of North Arkansas Cellular Limited Partnership KNKN597 0003464409 ALLTEL Communications of North Carolina Limited Partnership KNKA291 0003464410 ALLTEL Communications of North Louisiana Cellular Limited Partnership KNKA380 0003464411 ALLTEL Communications of Ohio No. 3, Inc. KNKN897 0003464414 ALLTEL Communications of Pine Bluff LLC KNKA681 0003464415 ALLTEL Communications of Saginaw MSA LP KNKA417 0003464416 ALLTEL Communications of Southern Michigan Cellular LP KNKA271 0003464417 ALLTEL Communications of Southwest Arkansas Cellular Limited Partnership KNKA567 0003464704 ALLTEL Communications of Texas Limited Partnership KNKA422 0003464703 ALLTEL Communications of the Southwest Limited Partnership KNKA303 0003464848 ALLTEL Communications of Virginia No. 1, LLC KNKA511 0003464851 ALLTEL Communications of Virginia, Inc. KNKA500 0003464856 ALLTEL Mobile of Louisiana, LLC KNKA765 3 ULS File No. 0003463892 has been designated the lead application for the wireless radio services, 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/. 3 File No. Licensee Lead Call Sign 0003464996 ALLTEL Newco LLC KNKA369 0003464857 Alltel New License Sub, LLC WQID774 0003465007 ALLTEL Northern Arkansas RSA LTD Partnership KNKQ363 0003465009 ALLTEL Ohio Limited Partnership KNKA248 0003465010 ALLTEL Telelink, Inc. WLT651 0003465013 ALLTEL Wireless Holdings LLC WPGU712 0003465012 ALLTEL Wireless Holdings, LLC KNKA227 0003465014 ALLTEL Wireless of Alexandria, LLC KNKA588 0003465015 ALLTEL Wireless of Michigan RSA #1&2, Inc. KNKN898 0003465101 ALLTEL Wireless of Mississippi RSA #5, LLC KNKQ448 0003465100 ALLTEL Wireless of North Louisiana, LLC KNKN688 0003465099 Appleton Oshkosh Neenah MSA LP d/b/a Alltel KNKA425 0003465098 Arkansas RSA #2 (Searcy County) Cellular Limited Partnership d/b/a Alltel KNKQ404 0003465096 Cellular Mobile Systems of Michigan RSA #7 LP d/b/a ALLTEL KNKQ319 0003465095 Celutel of Biloxi, Inc. d/b/a ALLTEL KNKA782 0003465089 Central Florida Cellular Telephone Company, Inc. d/b/a Alltel KNKA715 0003465080 Charleston/North Charleston MSA Limited Partnership DBA ALLTEL Communications, Inc. KNKA299 0003465079 Eau Claire Cellular Telephone Limited Partnership d/b/a ALLTEL KNKA673 0003465077 Fayetteville MSA Limited Partnership dba ALLTEL KNKA535 0003465064 Georgia RSA #8 Partnership dba ALLTEL KNKN899 0003465062 Great Western Cellular Holdings, L.L.C. d/b/a Alltel WPSJ612 0003465060 ID Holding, LLC d/b/a Alltel KNKN306 0003465059 Jackson Cellular Telephone Company, Inc. d/b/a ALLTEL KNKA799 0003465057 Las Cruces Cellular Telephone Company d/b/a Alltel KNKA605 0003465055 Michigan RSA #9 Limited Partnership d/b/a ALLTEL KNKQ303 0003465053 Midwest Wireless Communications L.L.C. d/b/a Alltel KNKA740 0003465051 Midwest Wireless Iowa L.L.C. d/b/a Alltel KNKN314 0003465047 Midwest Wireless Wisconsin L.L.C. d/b/a Alltel KNKN396 0003465045 Minford Cellular Telephone Company d/b/a Alltel KNKQ325 0003465042 Missouri RSA #15 Limited Partnership dba ALLTEL KNKN593 0003465041 Missouri RSA No. 2 Partnership dba ALLTEL KNKN503 0003465039 Missouri RSA No. 4 Partnership DBA ALLTEL KNKN694 0003464841 MVI Corp. d/b/a ALLTEL KNLG969 0003464840 Northwest Arkansas RSA Limited Partnership d/b/a ALLTEL KNKN580 0003464839 Ohio RSA #3 Limited Partnership d/b/a ALLTEL KNKQ312 0003464836 Ohio RSA 2 Limited Partnership, dba ALLTEL KNKN993 0003464834 Ohio RSA 5 Limited Partnership d/b/a ALLTEL KNKN942 0003464833 Ohio RSA 6 Limited Partnership d/b/a ALLTEL KNKN955 0003464831 Oklahoma RSA No. 4 South Limited Partnership d/b/a ALLTEL KNKQ420 0003464828 Pascagoula Cellular Partnership d/b/a ALLTEL KNKA802 0003464826 Petersburg Cellular Partnership d/b/a ALLTEL KNKA761 0003464822 Radiofone, Inc. d/b/a ALLTEL KNKA352 0003464819 RCTC Wholesale Corporation d/b/a ALLTEL KNKA350 0003464814 Southern Illinois RSA Partnership d/b/a ALLTEL KNKN506 0003464813 Switch 2000 L.L.C. WPQR580 4 File No. Licensee Lead Call Sign 0003464812 Texas RSA 11B Limited Partnership d/b/a ALLTEL KNKN537 0003464811 Texas RSA 7B2 Limited Partnership d/b/a ALLTEL KNKN731 0003464810 Tucson 21 Cellular Limited Partnership d/b/a ALLTEL KNKR292 0003464807 Tyler/Longview/Marshall MSA Limited Partnership dba ALLTEL KNKA520 0003464806 UC/PTC Wisconsin, LLC KNKN360 0003464799 Virginia Cellular LLC KNKN714 0003464796 Virginia RSA 2 Limited Partnership dba ALLTEL KNKN912 0003464795 Western CLEC Corporation WPLM339 0003464793 Wisconsin RSA #1 Limited Partnership d/b/a ALLTEL KNKN507 0003464792 Wisconsin RSA #2 Limited Partnership d/b/a ALLTEL KNKN485 0003464790 Wisconsin RSA #6 Limited Partnership, LLP d/b/a ALLTEL KNKN541 0003464789 Wisconsin RSA #7 Limited Partnership d/b/a ALLTEL KNKN406 0003464788 Wisconsin RSA No. 8 Limited Partnership d/b/a ALLTEL KNKN459 0003464786 WWC Holding Co., Inc. KNKA571 0003464785 WWC License Holding LLC KNKP536 0003464784 WWC License L.L.C. KNKA573 0003464776 WWC Texas RSA Limited Partnership KNKA437 The following applications for consent to the transfer of certain de facto transfer spectrum leasing authorizations from Atlantis Holdings to Verizon Wireless have been assigned the file numbers listed below. File No. Authorization Holder Lead Lease 0003467660 WWC Holding Co., Inc. L000001001 (WPZZ711) 0003467236 Alltel Communications, LLC L000003395 (WPWQ957) The following applications for consent to the transfer of certain spectrum manager leasing authorizations from Atlantis Holdings to Verizon Wireless have been assigned the file numbers listed below. File No. Authorization Holder Lead Lease 0003471004 Pittsfield Cellular Telephone Company L000002677 (KNLH265) 0003471195 ALLTEL Communications, LLC L000003393 (WPTI724) The following applications for consent to the pro forma transfer of ALLTEL’s minority, non- controlling general partnership interests from Atlantis Holdings to Verizon Wireless have been assigned the file numbers listed below. File No. Authorization Holder Lead Call Sign 0003466804 Illinois Valley Cellular RSA 2-II Partnership KNKN582 0003466107 Northwest Missouri Cellular Limited Partnership KNKN816 0003465523 Pittsfield Cellular Telephone Company KNKA691 5 III. SECTION 214 AUTHORIZATIONS The following applications for consent to the transfer of control of international Section 214 authorizations held by wholly-owned subsidiaries of ALLTEL have been assigned the file numbers listed below. File No. Authorization Holder Authorization Number ITC-T/C-20080613-00271 Alltel Communications, LLC ITC-214-19960404-00138 ITC-T/C-20080613-00270 Kin Network, Inc. ITC-214-19970219-00097 ITC-T/C-20080613-00272 Western Wireless, LLC ITC-214-20010427-00254 The Applicants also have filed an application for consent to transfer control of Kin Network, Inc.’s (“Kin Network’s”) domestic Section 214 authorization to Verizon Wireless in connection with the transaction described above. The application is attached to the above-referenced application for consent to the transfer of control of Kin Network’s international Section 214 authorization to Verizon Wireless.4 Applicants do not request streamlined processing of the international or domestic Section 214 applications because they will be reviewed as part of a larger transaction not subject to streamlined treatment. IV. PETITION FOR DECLARATORY RULING UNDER SECTION 310(B)(4) The Applicants have filed a petition pursuant to Section 310(b)(4) of the Communications Act for a declaratory ruling that it is in the public interest for the ALLTEL Subsidiaries and Partnerships 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, the ALLTEL Subsidiaries and Partnerships will become indirectly owned by Verizon Wireless. Verizon Wireless is a general partnership ultimately owned by Verizon Communications Inc. (“Verizon Communications”) and Vodafone Group Plc (“Vodafone”). Verizon Communications, a Delaware corporation, owns 55 percent of Verizon Wireless and Vodafone, a U.K. company, owns 45 percent of Verizon Wireless through numerous intermediate subsidiaries which are organized under the laws of the United States and other World Trade Organization (WTO) Member countries. Applicants request a declaratory ruling allowing Vodafone to hold an indirect ownership interest of up to 65.1 percent in the ALLTEL Subsidiaries and Partnerships, each of which will become indirectly owned by Verizon Wireless. This petition for declaratory ruling under Section 310(b)(4) of the Communications Act has been assigned File No. ISP- PDR-20080613-00012. 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 4 See Kin Network, Inc. International Section 214 Application, FCC File No. ITC-T/C-20080613-00270. 5 47 C.F.R. § 1.1200(a). 6 Id. § 1.1206. 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 July 25, 2008. 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 August 4, 2008. Replies to such pleadings must be filed no later than August 11, 2008. All filings concerning matters referenced in this Public Notice should refer to DA 08-1481 and WT Docket No. 08-95, 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 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). 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). 7 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) Jodie May, Competition Policy Division, Wireline Competition Bureau, at jodie.may@fcc.gov or (202) 418-1413 (facsimile); and (7) Jim Bird, Office of General Counsel, at jim.bird@fcc.gov or (202) 418-2822 (facsimile). 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. In addition, applications filed under Parts 22, 24, 27, and 101 of the Commission’s rules are available electronically through ULS, which may be accessed on the Commission’s Internet website. Finally, the international Section 214 applications also are available electronically through the Commission’s IBFS, 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. To request materials in accessible formats for people with disabilities (Braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty). 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) 418-1340. -FCC-