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 10-2255 Released: November 30, 2010 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF LIBERTY-BELL TELECOM, LLC TO DISH MEDIA HOLDINGS CORPORATION STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 10-231 Comments Due: December 14, 2010 Reply Comments Due: December 21, 2010 On November 15, 2010, DISH Media Holdings Corporation (DISH Media), Liberty-Bell, LLC, and Liberty-Bell Telecom, LLC (Liberty-Bell Telecom) (together, Applicants) filed an application pursuant to section 63.03 of the Commission’s rules1 to transfer control of Liberty-Bell Telecom to DISH Media. Liberty-Bell Telecom, a Colorado limited liability company, provides competitive local exchange carrier (LEC) and long distance services in Colorado and has limited operations in New Mexico and Utah.2 It is wholly owned by Liberty-Bell, LLC, a Colorado limited liability company that operates as a holding company and does not itself provide telecommunications services. DISH Media, a Colorado corporation, is a wholly owned subsidiary of DISH Network Corporation (DISH Network), a U.S.-based publicly traded holding company that provides pay-TV services nationwide. Applicants state that DISH Media does not provide telecommunications services. Charles W. Ergen, a U.S. citizen, owns 53.6 percent, and Goldman Sachs Asset Management, L.P. and GS Investment Strategies, LLC (together, Goldman Sachs Asset Management), Delaware-based investment entities, own 13.4 percent of DISH Network. Goldman Sachs Asset Management is wholly owned by The Goldman Sachs Group, Inc., a publicly traded Delaware corporation with no 10 percent or greater interest holders.3 Applicants state 1 47 C.F.R § 63.03; see 47 U.S.C. § 214. Applicants are also filing an application for a transfer of control associated with authorization for international services. Any action on this domestic section 214 application is without prejudice to Commission action on other related, pending applications. Applicants filed supplements to their domestic section 214 application on November 22 and 24, 2010. 2 Applicants state that Liberty-Bell Telecom provides resold services solely in territory served by the incumbent LEC, Qwest Communications International, Inc. They state that Liberty-Bell Telecom is authorized to provide intrastate services in Iowa, Montana, Nebraska, North Dakota, Oregon, South Dakota, and Washington and has also sought certification in Arizona, Idaho, Minnesota, and Wyoming. They further state that Liberty-Bell Telecom does not currently provide service in any of these states. 3 Applicants state that, by virtue of the indirect ownership interest in Liberty-Bell Telecom held by The Goldman Sachs Group, Inc., Liberty-Bell Telecom will become affiliated with several competitive telecommunications entities operating in the U.S. that, following the transaction, no other entity will directly or indirectly own or control 10 percent or more of Liberty-Bell Telecom, LLC. Pursuant to the terms of the proposed transaction, DISH Media will purchase shares and acquire majority ownership and control of Liberty-Bell, LLC, including the right to appoint a majority of the board of managers, 90 percent of the equity interests, and 93.1 percent of the voting interests of Liberty- Bell, LLC. Applicants assert that the proposed transaction is entitled to presumptive streamlined treatment under section 63.03(b)(2)(i) of the Commission’s rules and that a grant of the application will serve the public interest, convenience, and necessity.4 Domestic Section 214 Application Filed for the Transfer of Control of Liberty-Bell Telecom, LLC to DISH Media Holdings Corporation, WC Docket No. 10- 231 (filed Nov. 15, 2010). GENERAL INFORMATION The Wireline Competition Bureau finds, upon initial review, that the transfer of control identified herein is acceptable for filing as a streamlined application. The Commission reserves the right to return any transfer application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules and policies. Pursuant to section 63.03(a) of the Commission’s rules, 47 C.F.R. § 63.03(a), interested parties may file comments on or before December 14, 2010, and reply comments on or before December 21, 2010. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day after the date of this notice.5 Comments must be filed electronically using (1) the Commission’s Electronic Comment Filing System (ECFS) or (2) the Federal Government’s e-Rulemaking Portal. See 47 C.F.R. § 63.03(a) (“All comments on streamlined applications shall be filed electronically . . . .”); Electronic Filing of Documents in Rulemaking Proceedings, 63 FR 24121 (1998). § Comments may be filed electronically using the Internet by accessing the ECFS, http://www.fcc.gov/cgb/ecfs/, or the Federal e-Rulemaking Portal, http://www.regulations.gov. Filers should follow the instructions provided on the website for submitting comments. § For ECFS filers, if multiple docket or rulemaking numbers appear in the caption of this proceeding, filers must transmit one electronic copy of the comments for each docket or rulemaking number referenced in the caption. In completing the transmittal screen, filers should include their full name, U.S. 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, filers should send an e-mail to ecfs@fcc.gov and include the following words in the body of the message, “get form.” A sample form and directions will be sent in response. In addition, e-mail one copy of each pleading to each of the following: 1) The Commission’s duplicating contractor, Best Copy and Printing, Inc., fcc@bcpiweb.com; phone: (202) 488-5300; fax: (202) 488-5563; 2) Tracey Wilson, Competition Policy Division, Wireline Competition Bureau, tracey.wilson@fcc.gov; 4 47 C.F.R. § 63.03(b)(2)(i). 5 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in connection with the proposed transaction. 3) Jodie May, Competition Policy Division, Wireline Competition Bureau, jodie.may@fcc.gov; 4) David Krech, Policy Division, International Bureau, david.krech@fcc.gov; and 5) Jim Bird, Office of General Counsel, jim.bird@fcc.gov. Filings and comments are available for public inspection and copying during regular business hours at the FCC Reference Information Center, Portals II, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. They may also be purchased from the Commission’s duplicating contractor, Best Copy and Printing, Inc., Portals II, 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554; telephone: (202) 488-5300; fax: (202) 488-5563; e-mail: fcc@bcpiweb.com; url: www.bcpiweb.com. People with Disabilities: 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, please contact Tracey Wilson at (202) 418-1394 or Jodie May at (202) 418-0913. -FCC-