PUBLIC NOTICE Federal Communications Commission 445 12th St., S.W. Washington, D.C. 20554 News Media Information 202 / 418-0500 Internet: http://www.fcc.gov TTY: 1-888-835-5322 DA 09-1978 August 31, 2009 CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS AND AT&T INC. SEEK FCC CONSENT TO ASSIGN OR TRANSFER CONTROL OF LICENSES AND AUTHORIZATIONS AND REQUEST A DECLARATORY RULING ON FOREIGN OWNERSHIP WT Docket No. 09-121 PLEADING CYCLE ESTABLISHED Petitions to Deny Due: September 30, 2009 Oppositions Due: October 13, 2009 Replies Due: October 20, 2009 I. INTRODUCTION Cellco Partnership d/b/a Verizon Wireless and certain of its subsidiaries (“Verizon Wireless”) and AT&T Inc. and certain of its future subsidiaries (“AT&T”) (collectively, “the Applicants”) have filed a series of applications (“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 assignment or transfer of control of certain wireless licenses and related authorizations in Louisiana and Mississippi to Verizon Wireless. These licenses and authorizations are currently held by Centennial Communications Corp. (“Centennial”), Centennial Southeast License Company LLC (“Centennial Southeast”) and Lafayette Cellular Telephone Company (“Lafayette Cellular”), and are the subject of pending transfer of control applications to AT&T.2 These assignment and transfer of control applications pertain to licenses for the Part 22 Cellular Radiotelephone Service and the Part 101 Common Carrier Fixed Point-to-Point Microwave Service, as well as international Section 214 authorizations. The Applicants also request a declaratory ruling, pursuant to Section 310(b)(4) of the Communications Act,3 extending Verizon Wireless’s existing foreign ownership ruling to encompass the subject common carrier wireless licenses. The Applicants propose to accomplish this transaction through the assignment of the relevant licenses and authorizations (and related assets) held by Centennial Southeast and Centennial, and the 1 47 U.S.C. §§ 214, 310(d). 2 See AT&T Inc. and Centennial Communications Corp. Seek FCC Consent to Transfer Control of Licenses, Leasing Arrangements, and Authorizations, WT Docket No. 08-246, Public Notice, 23 FCC Rcd 17966 (WTB 2008). 3 47 C.F.R § 310(b)(4). 2 transfer of a 95 percent interest in Lafayette Cellular, a partnership holding a license, to Zodiac Newco, LLC (“Zodiac LLC”), a newly-formed, wholly-owned indirect subsidiary of AT&T. Simultaneously, AT&T will transfer its interest in Zodiac LLC to Verizon Wireless, thereby causing control of Zodiac LLC, and all of its FCC licenses and authorizations and interest therein, to be transferred to Verizon Wireless. This proposed transaction will occur only if the FCC approves, and the parties subsequently close, the AT&T-Centennial transaction. II. SECTION 310(d) APPLICATIONS The following applications for consent to the assignment or transfer of control of certain wireless radio services licenses from AT&T’s future subsidiaries to Zodiac LLC, as owned and controlled by Verizon Wireless, have been assigned the file numbers listed below. File No. Licensee Lead Call Sign 0003888718 Lafayette Cellular Telephone Company KNKA458 00038887224 Centennial Southeast License Company LLC KNKN636 III. INTERNATIONAL SECTION 214 AUTHORIZATIONS The following application for consent to the partial assignment of international Section 214 authorizations held by Centennial Communications Corp. to Zodiac LLC, as owned and controlled by Verizon Wireless, have been assigned the file numbers listed below. File No. Authorization Holder Authorization Number ITC-ASG-20090630-00309 Centennial Communications Corp. ITC-214-19970923-00579 ITC-214-20000817-00545 IV. PETITION FOR DECLARATORY RULING UNDER SECTION 310(B)(4) Verizon Wireless has filed a request pursuant to Section 310(b)(4) of the Communications Act for a declaratory ruling that it is in the public interest for Zodiac LLC and Lafayette Cellular 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, Zodiac LLC will become an indirect, wholly- owned subsidiary of Verizon Wireless. Zodiac LLC will hold common carrier wireless licenses and a 95 percent general partnership interest in Lafayette Cellular. Verizon Wireless is a general partnership ultimately owned indirectly by Verizon Communications Inc. (“Verizon”) and Vodafone Group Plc (“Vodafone”). Verizon, a Delaware corporation, owns 55 percent of the partnership interests and Vodafone owns 45 percent of the partnership interests through numerous intermediate subsidiaries, which are organized under the laws of Luxembourg, the Netherlands, and the United Kingdom, all of which are World Trade Organization (WTO) Member countries, or the United States.5 Verizon Wireless requests a 4 This application is the lead application for the wireless radio services. 5 Applications of Cellco Partnership d/b/a Verizon Wireless and Atlantis Holdings LLC For Consent to Transfer Control of Licenses, Authorizations and Spectrum Manager and De Facto Transfer Leasing Arrangements and Petition for Declaratory Ruling that the Transaction is Consistent with Section 310(b)(4) of the Communications 3 declaratory ruling allowing Vodafone to hold an indirect ownership interest of up to 65.1 percent in Zodiac LLC and Lafayette Cellular. The petition for declaratory ruling under Section 310(b)(4) of the Communications Act has been assigned File No. ISP-PDR-20090630-00004. V. EX PARTE STATUS OF THIS PROCEEDING Pursuant to Section 1.1200(a) of the Commission’s rules,6 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.7 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.8 More than a one- or two-sentence description of the views and arguments presented is generally required.9 Other rules pertaining to oral and written presentations are set forth in Section 1.1206(b) as well.10 We urge parties to use the Electronic Comment Filing System (“ECFS”) to file ex parte submissions.11 VI. GENERAL INFORMATION The assignment and 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.12 Interested parties must file petitions to deny no later than September 30, 2009. 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 October 13, 2009. Replies to such pleadings must be filed no later than October 20, 2009. All filings concerning matters referenced in this Public Notice should refer to DA 09-1978 and WT Docket No. 09-121, as well as the specific file numbers of the individual applications or other matters to which the filings pertain. Act, WT Docket No. 08-95, Memorandum Opinion and Order & Declaratory Ruling, 23 FCC Rcd 17444, 17542 ¶ 224 (2008). 6 47 C.F.R. § 1.1200(a). 7 Id. § 1.1206. 8 See Commission Emphasizes the Public’s Responsibilities in Permit-But-Disclose Proceedings, Public Notice, 15 FCC Rcd 19945 (2000). 9 See 47 C.F.R. § 1.1206(b)(2). 10 Id. § 1.1206(b). 11 See discussion infra Part VI. 12 See 47 U.S.C. § 309(b). 4 Under the Commission’s current procedures for the submission of filings and other documents,13 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,14 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) Kathy Harris, Mobility Division, Wireless Telecommunications Bureau, at kathy.harris@fcc.gov or (202) 418-7447 (facsimile); (3) Stacy Ferraro, Spectrum and Competition Policy Division, Wireless Telecommunications Bureau, at stacy.ferraro@fcc.gov or (202) 418-7447 (facsimile); (4) Linda Ray, Broadband Division, Wireless Telecommunications Bureau, 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) Jim Bird, Office of General Counsel, at jim.bird@fcc.gov or (202) 418-1234 (facsimile); and (7) Neil Dellar, Office of General Counsel, at neil.dellar@fcc.gov or (202) 418-1234 (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 13 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). 14 See Electronic Filing of Documents in Rulemaking Proceedings, GC Docket No. 97-113, Report and Order, 13 FCC Rcd 11322 (1998). 5 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 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 Kathy Harris, Mobility Division, Wireless Telecommunications Bureau, at (202) 418-0609, or Stacy Ferraro, Spectrum Competition and Policy Division, Wireless Telecommunications Bureau, at (202) 418-0795. -FCC-