PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 TWELFTH STREET, S.W. WASHINGTON, D.C. 20554 News media information 202/418-0500 Fax-On-Demand 202/418-2830 Internet: http://www.fcc.gov ftp.fcc.gov DA 12-999 Released: June 26, 2012 CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS AND T-MOBILE LICENSE LLC SEEK FCC CONSENT TO THE ASSIGNMENT OF ADVANCED WIRELESS SERVICE LICENSES WT Docket No. 12-175 PLEADING CYCLE ESTABLISHED Petitions to Deny Due: July 10, 2012 Oppositions Due: July 17, 2012 Replies Due: July 24, 2012 I. INTRODUCTION Cellco Partnership d/b/a Verizon Wireless (“Verizon Wireless”) and T-Mobile License LLC (“T- Mobile”), a wholly-owned subsidiary of T-Mobile USA, Inc. (collectively, the “Applicants”) have filed a series of applications (“Applications”) pursuant to Section 310(d) of the Communications Act of 1934, as amended (the “Communications Act”), 1 seeking approval for the full and partial assignments of Advanced Wireless Service (“AWS-1”) licenses by and between the Applicants. 2 The Applicants state that the proposed transaction involves licenses in 218 Cellular Market Areas (“CMAs”) and will result in a total net transfer of approximately 390 million MHz*POPs to T-Mobile. 3 They state that, in particular, in 76 CMAs, the transaction involves intra-market swaps of equal amounts 1 47 U.S.C. § 310(d). 2 According to the Applications, foreign entities and persons, through Deutsche Telekom AG (“DT”), hold 100 percent of the attributable ownership interests in T-Mobile USA. The Applicants state that the Commission has previously authorized, pursuant to Section 310(b)(4) of the Communications Act, up to 100 percent indirect foreign investment in T-Mobile USA and its licensee subsidiaries (including T-Mobile) by DT and its German shareholders, including interests held by the German government through its investment in DT. See Applications, Exhibit 1, Description of Transaction and Public Interest Statement (“Public Interest Statement”) at 7 (citing VoiceStream-DT Order, 16 FCC Rcd 9779 (2001)). The foreign ownership ruling issued in the VoiceStream-DT Order was extended in 2006 to cover licenses in the Advanced Wireless Services. See Public Notice, International Authorizations Granted, 21 FCC Rcd 14062 (IB rel. Nov. 30, 2006). T-Mobile requests that the Commission condition its grant of the assignment applications to T-Mobile on compliance with the provisions of the National Security Agreement (NSA) entered into on January 12, 2001, as amended, between DT and the Department of Justice, the Federal Bureau of Investigation and the Department of Homeland Security, which is appended to the VoiceStream-DT Order, 16 FCC Rcd 9779. See Public Interest Statement at 8-9. See also T-Mobile-Suncom Order, 23 FCC Rcd 2515 (2008) (appending the NSA amendment). 3 Public Interest Statement at 1. of AWS spectrum; in 125 CMAs, the transaction involves a net transfer of AWS spectrum to T-Mobile – 10 MHz in 111 CMAs and 20 MHz in the other fourteen; and in 17 CMAs, the transaction involves a net transfer of AWS spectrum to Verizon Wireless – 10 MHz in 14 CMAs and 20 MHz in the other three. 4 According to the Applicants, in those markets, Verizon Wireless currently holds no AWS spectrum. 5 The Applicants contend that the proposed transaction will serve the public interest by allowing each of them to better rationalize its spectrum holdings by improving spectrum contiguity and aligning spectrum blocks in adjacent markets, and by obtaining additional spectrum in specific markets to meet growing customer broadband demand. The Applicants point out that the proposed transaction involves only the assignment of spectrum and does not include any transfer of any other assets, facilities, or customers or any assignment of domestic or international Section 214 authorizations. The licenses that Verizon Wireless would assign to T-Mobile include 47 licenses (covering all or portions of 98 CMAs) that Verizon Wireless has proposed to acquire from SpectrumCo, LLC (“SpectrumCo”), Cox TMI Wireless, LLC (“Cox”), and Leap Wireless International Inc. (“Leap Wireless”). 6 The Applicants state that the proposed transaction is contingent upon regulatory approval of these other pending applications. 7 Preliminary review of the applications indicates that, post-assignment (assuming other pending transactions are approved and consummated), T-Mobile would hold a maximum of 90 megahertz of spectrum across any of the 209 Cellular Market Areas (“CMAs”) in which it is acquiring licenses in this transaction. After this proposed transaction, Verizon Wireless would hold a maximum of 149 megahertz of spectrum in one of the 184 CMAs in which it is acquiring licenses in this transaction. 8 II. SECTION 310(d) APPLICATIONS The following applications for consent to the assignment of licenses have been assigned the following file numbers: File No. Licensee Assignee Lead Call Sign 0005272585 9 Cellco Partnership T-Mobile License LLC WQGA713 50000AWAA12 10 Cellco Partnership T-Mobile License LLC WQGA902 4 Id. at 1-2. 5 Id. at 2. 6 See Cellco Partnership d/b/a Verizon Wireless, SpectrumCo, LLC and Cox TMI Wireless, LLC Seek FCC Consent to Assignment of AWS-1 Licenses, WT Dkt. 12-4, Public Notice, 27 FCC Rcd 360 (Jan. 19, 2012); Verizon Wireless and Leap Wireless Seek FCC Consent to the Exchange of Lower 700 MHz Band A Block, AWS-1, and Personal Communications Service Licenses, Public Notice, 26 FCC Rcd 16810 (Dec. 14, 2011). WTB established a 14-day period in which interested parties can comment on the impact of the Applications on the transactions in WT Docket No. 12-4. See Wireless Telecommunications Bureau Seeks Comment on the Impact on the Verizon Wireless-SpectrumCo and Verizon Wireless-Cox Transactions of the Applications of Verizon Wireless and T- Mobile to Assign AWS-1 Licenses, WT Docket No. 12-4, DA 12-998 (rel. June 26, 2012). 7 Public Interest Statement at 2. 8 In that CMA, Minnesota 8-Lac qui Parle (CMA 489), Verizon Wireless is acquiring 10 megahertz of AWS-1 spectrum in this transaction, but is also transferring 20 megahertz of AWS-1 spectrum to T-Mobile. 9 File No. 0005272585 is the lead application for this transaction. 10 This application and File No. 00050001AWAA12 are attached to File No. 0005272585. The licenses involved in these manual applications are part of proposed assignments of licenses currently pending before the Commission, File No. Licensee Assignee Lead Call Sign 50001AWAA12 Cellco Partnership T-Mobile License LLC WQGA905 0005272654 T-Mobile License LLC Cellco Partnership WQGA747 0005273739 T-Mobile License LLC Cellco Partnership WQGB304 III. EX PARTE STATUS OF THIS PROCEEDING Pursuant to Section 1.1200(a) of the Commission’s rules, 11 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. 12 Parties making oral ex parte presentations are directed to the Commission’s revised ex parte rules. Parties are reminded that memoranda summarizing the presentation must contain the presentation’s substance and not merely list the subjects discussed. 13 More than a one- or two-sentence description of the views and arguments presented is generally required. 14 Other rules pertaining to oral and written presentations are set forth in Section 1.1206(b) as well. 15 IV. GENERAL INFORMATION The assignment 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. Interested parties must file petitions to deny no later than July 10, 2012. 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 July 17, 2012. Replies to such pleadings must be filed no later than July 24, 2012. All filings concerning matters referenced in this Public Notice should refer to WT Docket No. 12-175. and involve proposed assignments from SpectrumCo, LLC (File No. 0004993617), Cox TMI Wireless, LLC (File No. 0004996680), and Leap Wireless International Inc. (File Nos. 0004942973, 0004942992, 0004949596, and 0004949598). Because these assignment applications remain pending and have not yet been consummated, these licenses are not shown as being held by Cellco Partnership d/b/a Verizon Wireless. Thus, File Nos. 0005000AWAA12 and 00050001AWAA12 were filed manually with a request for waiver of the Universal Licensing System (“ULS”) electronic filing requirement pursuant to Section 1.913(b) of the Commission’s rules. 47 C.F.R. § 1.913(b). We grant the Applicants’ request for waiver of the ULS electronic filing requirement. 11 47 C.F.R. § 1.1200(a). 12 47 C.F.R. § 1.1206. 13 See 47 C.F.R. § 1.1206(b)(1). 14 See id. 15 Id. at § 1.1206(b). To allow the Commission to consider fully all substantive issues regarding the Applications in as timely and efficient a manner as possible, petitioners and commenters should raise all issues in their initial filings. New issues may not be raised in responses or replies. 16 A party or interested person seeking to raise a new issue after the pleading cycle has closed must show good cause why it was not possible for it to have raised the issue previously. Submissions after the pleading cycle has closed that seek to raise new issues based on new facts or newly discovered facts should be filed within 15 days after such facts are discovered. Absent such a showing of good cause, any issues not timely raised may be disregarded by the Commission. Under the Commission’s current procedures for the submission of filings and other documents, 17 submissions in this matter may be filed electronically though the Commission’s Electronic Comment Filing System (“ECFS”) or by hand delivery to the Commission. ? If filed by ECFS, 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, U.S. Postal Service mailing address, and the applicable docket number. Parties may also submit an electronic comment by Internet e-mail. ? 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. All hand-delivered or messenger-delivered paper filings for the Commission’s Secretary must be delivered to FCC Headquarters at 445 12th St., SW, Room TW-A325, Washington, D.C. 20554. 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, Express, 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) Sandra Danner, Broadband Division, Wireless Telecommunications Bureau (WTB), at sandra.danner@fcc.gov or (202) 418-7247 (facsimile); (3) Joel Taubenblatt, Spectrum and Competition Policy Division, WTB, at joel.taubenblatt@fcc.gov or (202) 418-7447 (facsimile); and (4) Jim Bird, Office of General Counsel, at TransactionTeam@fcc.gov or (202) 418-1234 (facsimile). Any submission that is e-mailed to Best Copy and Printing, Sandra Danner, Joel Taubenblatt, and Jim Bird should include in the subject line of the e-mail: (1) WT Docket No. 12-175; (2) the name of the submitting party; and (3) a brief description or title identifying the type of document being submitted (e.g., WT Docket No. 12-175, [name of submitting party], Notice of Ex Parte Communication). 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 16 See 47 C.F.R. §1.45(c). 17 See FCC Announces Change in Filing Location for Paper Documents, Public Notice, 24 FCC Rcd 14312 (2009). Reference Information Center, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. The application is also available electronically through ECFS, which may be accessed on the Commission’s Internet website at http://www.fcc.gov. In addition, the application is available electronically through ULS, which may be accessed on the Commission’s Internet website. Information regarding the proposed transaction is also available on the Internet website the FCC has established for this transaction, http://www.fcc.gov/transaction/tmobile-verizonwireless.html, which contains an unofficial listing and electronic copies of materials in this matter. 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 and Governmental Affairs Bureau at (202) 418-0530 (voice) or (202) 418-0432 (TTY). Contact the FCC to request reasonable accommodations for filing comments (accessible format documents, sign language interpreters, CART, etc.) by e-mail: FCC504@fcc.gov; phone: (202) 418-0530 or TTY: (202) 418- 0432. For further information, contact Sandra Danner, Broadband Division, Wireless Telecommunications Bureau, at (202) 418-0916, or Joel Taubenblatt, Spectrum and Competition Policy Division, Wireless Telecommunications Bureau, at (202) 418-1513. -FCC-