PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 12th STREET S.W. WASHINGTON D.C. 20554 News media information 202-418-0500 Internet: http://www.fcc.gov (or ftp.fcc.gov) TTY (202) 418-2555 Wednesday February 19, 2014TEL-01657NS Report No. Section 214 Applications (47 C.F.R. § 63.18); Section 310(b) Petitions Non Streamlined International Applications/Petitions Accepted For Filing Unless otherwise specified, the following procedures apply to the applications listed below: The applications listed below have been found, upon initial review, to be acceptable for filing. These applications are not subject to the streamlined processing procedures set forth in Section 63.12 of the Commission’s rules, 47 C.F.R. § 63.12. These applications shall not be deemed granted until the Commission affirmatively acts upon the application, either by public notice or by written order. Operation for which authorization is sought may not commence except in accordance with any terms or conditions imposed by the Commission. Unless otherwise specified, interested parties may file comments with respect to these applications within 28 days of the date of this public notice. We request that such comments refer to the application file number shown below. No application listed below shall be granted by the Commission earlier than the day after the date specified in this public notice for the filing of comments. Unless otherwise specified, ex parte communications between outside parties and Commission staff concerning these applications are permitted subject to the Commission’s rules for “permit-but-disclose proceedings.” See 47 C.F.R. § 1.1206. Copies of all applications listed here are available for public inspection in the FCC Reference and Information Center, located in room CY-A257 at the Portals 2 building, 445 12th Street SW, Washington DC 20554. The center can be contacted at (202) 418-0270. 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). All applications listed are subject to further consideration and review, and may be returned and/or dismissed if not found to be in accordance with the Commission’s rules, regulations, and other requirements. Page 1 of 3 ISP-PDR-20131218-00013 E TeleGuam Holdings, LLC ("TeleGuam" or "the Petitioner") has filed a petition with the Commission for a declaratory ruling ("Petition") pursuant to section 310(b)(4) of the Communications Act of 1934, as amended (the "Act"), 47 U.S.C. § 310(b)(4), and section 1.990(a)(1) of the Commission's rules, 47 C.F.R. § 1.990(a)(1), that it would serve the public interest to continue to permit foreign ownership in its controlling U.S.-organized parent company, AP TeleGuam Holdings, Inc. ("AP TeleGuam") in excess of the 25 percent foreign ownership benchmark in section 310(b)(4). According to the Petition, TeleGuam holds three common carrier wireless licenses (cellular, broadband PCS and AWS). TeleGuam states that it has filed the instant Petition in connection with the pro forma assignment of the wireless licenses to TeleGuam from its subsidiary, Pulse Mobile, LLC, which occurred in 2012. See ULS File No. 0005297441. It notes that the Commission previously issued a section 310(b)(4) ruling to Pulse Mobile, LLC in 2011, when the Commission approved the transfer of control of TeleGuam and its subsidiaries to AP TeleGuam. See Public Notice, DA 11-1005, 26 FCC Rcd 7928 (WCB/Int'l Bur./WTB 2011). TeleGuam is a Delaware limited liability company that is wholly owned and controlled by AP TeleGuam, a Delaware corporation. According to the Petition, AP TeleGuam has three shareholders with a 10 percent or greater direct interest: (1) AP Cayman Partners II, L.P. ("AP Cayman"), a Cayman Islands limited partnership (24.73% equity and voting interest); (2) Advantage Partners IV, ILP ("Advantage Partners IV"), a Japan limited partnership (42.08% equity and voting interest); and (3) Japan Ireland Investment Partners, an Ireland corporation (25.52% equity and voting interest). Each of these shareholders has a vertical ownership chain that includes a series of intermediate, foreign-organized entities, each of which holds a direct or indirect controlling interest in the shareholder. The Petitioner states that the remaining 7.67 percent of AP TeleGuam is held by an employee sponsored investment partnership organized in Japan (2.81%); a U.S.-organized investment partnership ("U.S. Partnership") that is under common control with AP Cayman and is wholly owned by foreign citizens (4.64%); and three U.S. citizens who hold management positions with TeleGuam (collectively, 0.22%). According to the Petition, ultimate control of AP Cayman (and of U.S. Partnership) is held indirectly by Mr. Douglas Stringer, a U.S. citizen. The Petition states that no single individual has a controlling interest in Advantage Partners IV or Japan Ireland Investment Partners. Voting control of Advantage Partners IV and Japan Ireland Investment Partners is held collectively by four individuals that own 100 percent of Advantage Partners, LLP, a Japanese limited liability partnership that holds an indirect, controlling interest in Advantage Partners IV and Japan Ireland Investment Partners. Two of these individuals, Richard L. Folsom, a U.S. citizen, and Taisuke Sasanuma, a Japanese citizen, each owns 43.4 percent of Advantage Partners, LLP, and the remaining 13.2 percent is owned by two U.S. and foreign citizens (each holding interests of less than ten percent). According to the Petition, Stanley Emmett Thomas, III, a U.S. citizen and Hong Kong resident, is the sole director of AP TeleGuam and has de facto control over TeleGuam as the individual in control of AP TeleGuam. The vast majority of the equity interests in AP Cayman and Advantage Partners IV (99.9%) are held by their U.S. and foreign limited partners, none of which has an equity interest of 10% or greater in AP Cayman or Advantage Partners IV. Petitioner states that all limited partnership interests are insulated according to the requirements in section 1.993 of the rules. Petitioner also states that 99 percent of the equity investment in Japan Ireland Investment Partners is held indirectly by the owners of Advantage Partners, LLP. Pursuant to section 1.991(i) of the rules, the Petitioner requests that the Commission specifically approve the following foreign equity and voting interests held directly or indirectly in AP TeleGuam: AP Cayman Partners II, L.P. 24.73% equity and voting interest Advantage Partners IV, ILP 42.08% equity and voting interest Japan Ireland Investment Partners 25.52% equity and voting interest AP Cayman Partners II General Partner, L.P. 29.37% voting Cayman Capital Management II, Inc. 29.37% voting AP IV GP Partnership 42.08% voting AP IV GP Co., LTD 42.08% voting Japan Ireland Investment Partners, LTD 25.52% equity and voting interest AP5 Co., Ltd. 25.52% equity and voting interest Advantage Partners, LLP 25.52% equity and 67.6% voting interest Taisuke Sasanuma 11.11% equity and 29.3% voting TeleGuam asserts that the public interest would be served by permitting foreign ownership of its controlling U.S. parent, AP TeleGuam, to exceed the 25 percent benchmark in section 310(b)(4) of the Act, as the Commission previously found with respect to its predecessor-in-interest, Pulse Mobile, LLC. Interested parties may file comments on or before March 5, 2014, and reply comments on or before March 12, 2014. Petition for Declaratory Ruling TeleGuam Holdings, LLC Page 2 of 3 REMINDER: Applicants must certify that neither the applicant nor any party to the application is subject to a denial of federal benefits by federal and/or state courts under authority granted in 21 U.S.C. § 862. See 47 C.F.R. §§ 1.2001–.2003. An updated version of Section 63.09-.25 of the rules, and other related sections, is available at http://www.fcc.gov/ib/pd/pf/telecomrules.html Page 3 of 3