**Before the**

Federal Communications Commission

Washington, D.C. 20554

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| In the Matter of                 | * | File No. 0003253513          |
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| Application of SprintCom, Inc.   | ) |                              |
| and Alaska DigiTel, L.L.C. for   | * |                              |
| Long-Term *De Facto* Transfer    | * |                              |
| Spectrum Leasing Arrangement     |   |                              |
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memorandum opinion and order

**Adopted: January 16, 2009 Released: January 16, 2009**

By the Acting Chief, Wireless Telecommunications Bureau:

# INTRODUCTION

1.  In this Order, we consider an application filed by SprintCom, Inc.
    ("SprintCom") and Alaska DigiTel, L.L.C. ("Alaska DigiTel") for
    approval of a long-term *de facto* transfer spectrum leasing
    arrangement between SprintCom and Alaska DigiTel involving three 10
    megahertz broadband Personal Communications Service ("PCS") licenses
    held by SprintCom.[^1] Pursuant to section 310(d) of the
    Communications Act of 1934, as amended ("Communications Act"),[^2]
    and section 1.9030 of the Commission rules,[^3] we must determine
    whether SprintCom and Alaska DigiTel (the "Applicants") have
    demonstrated that grant of the application would serve the public
    interest, convenience, and necessity. Based on the record before us,
    and as explained below, we find that the Applicants have met that
    burden and grant their application, and we deny the petition to deny
    filed by ACS Wireless, Inc. ("ACS Wireless").

# BACKGROUND

2.  *Description of Applicants.* Alaska DigiTel is a limited liability
    company organized under the laws of the state of Alaska.[^4] The
    company holds the following licenses: two 15 megahertz Part 24
    broadband PCS licenses, each with a coverage area over the entire
    State of Alaska; a 20 megahertz Part 22 Cellular Radiotelephone
    Service ("cellular") license that only covers St. Paul Island,
    Alaska (which is located in cellular market area ("CMA") 316 Alaska
    2-Bethel); and nine Part 101 microwave licenses.[^5] Alaska DigiTel
    provides wireless services to more than 32,000 subscribers in and
    around Anchorage, Mat-Su, Girdwood, Homer, Seward, Soldotna,
    Fairbanks, and Juneau,[^6] using its all-digital Code Division
    Multiple Access ("CDMA") network.[^7] It has roaming relationships
    with "the major U.S. CDMA wireless carriers."[^8] Alaska DigiTel
    also offers a data services bundle to its wireless telephone
    subscribers, which includes web browsing and access to downloadable
    content.[^9]

3.  Alaska DigiTel is a wholly-owned subsidiary of GCI, Inc., which in
    turn is a wholly-owned subsidiary of General Communications, Inc.
    ("GCI"), a publicly-traded corporation incorporated under the laws
    of the state of Alaska and headquartered in Anchorage.[^10] On
    August 8, 2008, the Commission approved the transfer of control of
    Alaska DigiTel, including 100 percent ownership, to GCI, Inc.,
    subject to conditions.[^11] On August 18, 2008, GCI, Inc. and Alaska
    DigiTel consummated that transfer of control.[^12] In addition to
    its interest in Alaska DigiTel, GCI, Inc., directly or through
    subsidiaries, holds the following spectrum licenses: a 30 megahertz
    broadband PCS license covering the entire State of Alaska;[^13]
    twelve 25 megahertz cellular licenses covering a total of 21
    communities in different parts of CMA315 Alaska 1-Wade Hampton and
    CMA316 Alaska 2-Bethel;[^14] a Local Multipoint Distribution System
    ("LMDS") license that covers Anchorage;[^15] as well as a number of
    other licenses used in support of its operations. In addition,
    through various subsidiaries, GCI provides local and long distance
    wireline telephone service, as well as Internet and data
    communication services, in Alaska.[^16] It also owns and operates
    cable systems throughout Alaska,[^17] and has ownership interests in
    submarine cables used for wholesale transport of communications to
    the Lower 48 States.[^18]

4.  SprintCom is a wholly-owned subsidiary of Sprint Nextel Corporation
    (hereinafter referred to as "Sprint").[^19] Sprint, a Kansas
    Corporation, is a publicly-traded holding company organized for the
    purpose of providing a wide range of wireless and wireline
    communications services and related businesses through its
    subsidiaries.[^20] SprintCom holds the three Part 24 PCS licenses
    that are the subject of the application. The three 10-megahertz
    licenses authorize operation, respectively, in the Anchorage Basic
    Trading Area ("BTA"), Fairbanks BTA, and Juneau-Ketchikan BTA, which
    in combination cover the entire State of Alaska.[^21]

5.  *Commission Filings.* The Applicants filed the application on
    December 10, 2007, and amended it on January 7, 2008. Alaska DigiTel
    seeks to lease all 10 megahertz of spectrum associated with each of
    the three subject PCS licenses held by SprintCom. The application
    was placed on public notice on December 19, 2007.[^22] Petitions to
    deny were due on January 2, 2008. ACS Wireless filed a Petition To
    Deny and Objections on January 2, 2008, urging the Commission to
    examine closely the underlying lease agreement to evaluate whether
    GCI seeks to use the proposed spectrum leasing arrangement, and the
    lease agreement associated with this arrangement, to support
    anticompetitive conduct.[^23] Alaska DigiTel and SprintCom filed a
    joint opposition to the ACS Wireless Petition,[^24] and GCI filed a
    separate pleading in opposition.[^25] ACS Wireless replied to the
    oppositions.[^26]

# Standard of Review and Public Interest Framework

6.  Pursuant to section 310(d) of the Communications Act[^27] and the
    Commission's secondary markets policies,[^28] we must determine
    whether the Applicants have demonstrated that the proposed *de
    facto* transfer spectrum leasing arrangement would serve the public
    interest, convenience, and necessity. The Commission applies to
    proposed long-term *de facto* transfer spectrum leasing applications
    the same standard of review that it uses generally in license
    assignment or transfer of control proceedings.[^29] In applying our
    public interest test, we must assess whether the proposed *de facto*
    transfer spectrum leasing arrangement complies with the specific
    provisions of the Communications Act,[^30] other applicable
    statutes, and the Commission's applicable rules and policies.[^31]
    If a proposed *de facto* transfer spectrum leasing arrangement does
    not violate a statute or rule, the Commission considers whether it
    could result in public interest harms by substantially frustrating
    or impairing the objectives or implementation of the Communications
    Act or related statutes. [^32] The Commission then employs a
    balancing test weighing any potential public interest harms of the
    proposed transaction against any potential public interest benefits.
    [^33] The Applicants bear the burden of proving, by a preponderance
    of the evidence, that the proposed transaction, on balance, will
    serve the public interest. [^34] If the record presents a
    substantial and material question of fact whether the application
    would serve the public interest, convenience and necessity, then we
    must designate the application for hearing under section 309(e) of
    the Communications Act.[^35]

# Discussion

## Competitive Analysis

7.  [Background]{.underline}. Consistent with the Commission's practice
    when reviewing proposed wireless transactions affecting the mobile
    telephony/broadband market,[^36] we consider the potential
    competitive effects associated with this proposed long-term *de
    facto* transfer spectrum leasing arrangement.[^37] We begin by
    defining the relevant product and geographic markets.

8.  *Product Market**.*** In reviewing this proposed spectrum leasing
    application, we apply the same product market definition for mobile
    telephony/broadband services as applied by the Commission in recent
    transactions.[^38] Although the Commission has determined that there
    are separate relevant product markets for interconnected mobile
    voice services and mobile data services, and also for residential
    services and enterprise services,[^39] it nevertheless analyzes all
    of these product markets under the combined market for mobile
    telephony/broadband service.[^40] Based on consideration of various
    factors, including the nature of these services and their
    relationship with each other, the Commission has determined that
    this approach provides a reasonable assessment of any potential
    competitive harm resulting from transactions.[^41]

9.  *Geographic Market.* The Commission applies the "hypothetical
    monopolist test" to relevant geographic markets that are local, are
    larger than counties, may encompass multiple counties, and,
    depending on the consumer's location, may even include parts of more
    than one state.[^42] The Commission uses two sets of geographic
    areas that effectively may be used to define local markets --
    Component Economic Areas ("CEAs") and CMAs.[^43] Because these two
    sets of geographic areas come from different sides of the equation
    -- demand in the case of CEAs, supply in the case of CMAs -- the
    Commission finds them to be useful cross-checks on each other and,
    together, they help ensure that the Commission's analysis does not
    overlook local areas that require more detailed analysis.[^44]

10. *Input Market for Spectrum.* Consistent with the Commission's recent
    wireless transaction orders, we also examine this transaction in
    light of the input market for spectrum associated with the provision
    of mobile telephony/broadband services in the affected markets. In
    the *Verizon-ALLTEL Order* adopted in November 2008, the Commission
    determined that the input market would vary depending on the
    "suitable" spectrum available in the particular market affected by
    the transaction. Specifically, the Commission found that spectrum
    suitable for the provision of mobile telephony/broadband services
    includes approximately 280 megahertz of cellular, broadband PCS,
    Specialized Mobile Radio ("SMR"), and 700 MHz band spectrum that is
    available for the provision of mobile telephony services on a
    nationwide basis,[^45] as well as the 90 megahertz of Advanced
    Wireless Service spectrum in the 1.7/2.1 GHz band ("AWS-1") and the
    55.5 megahertz of contiguous Broadband Radio Service ("BRS") in the
    2.5 GHz band to the extent such spectrum also is available for the
    provision of mobile telephony/broadband services.[^46]

11. [Discussion]{.underline}. When examining the effect of proposed
    transactions, the Commission applies a two-part initial "screen,"
    followed by a further case-by-case review of the markets identified
    by that screen. As discussed in previous wireless transaction
    orders, the purpose of this initial screen is to eliminate from
    further review those markets in which there is clearly no
    competitive harm in today's generally competitive marketplace.[^47]
    For those markets that are identified by the initial screen, we then
    conduct, on a market-by-market basis, an analysis of other market
    factors that pertain to competitive effects, including the incentive
    and ability of other existing firms to react and of new firms to
    enter the market, in response to attempted exercises of market power
    by the merged entity. Ultimately, we must assess whether the
    combined firm could likely exercise market power in any particular
    market.[^48]

12. The first part of this screen examines changes in the measures of
    the Herfindahl-Hirschman Index ("HHI") of market concentration in
    each affected market, which is calculated based on providers'
    subscriber market shares.[^49] This proposed spectrum leasing
    arrangement did not trigger this HHI-based screen in any market.

13. The second part of this screen examines the input market for
    spectrum available for the provision of mobile telephony/broadband
    services in each of the affected markets.[^50] This spectrum
    aggregation screen varies depending on whether, in addition to the
    280 megahertz of cellular, broadband PCS, SMR, and 700 MHz spectrum,
    there also is AWS-1 and/or BRS spectrum available *locally* in the
    affected market.[^51] In markets in which neither AWS-1 nor BRS
    spectrum is available, the spectrum screen identifies for further
    competitive review each market in which the proposed spectrum
    aggregation would amount to 95 megahertz or more of spectrum.[^52]
    In other markets, where AWS-1 and/or BRS is in fact available, the
    Commission applies a higher spectrum screen.[^53]

14. In our spectrum aggregation analysis, we focus on the amount of
    spectrum within the relevant services and frequency bands that would
    be attributed post-transaction to GCI as the indirect parent company
    of Alaska DigiTel. Specifically, we attribute to GCI all of the
    spectrum licensed to Alaska DigiTel and to GCI's other direct or
    indirect subsidiaries. Therefore, throughout the State of Alaska, at
    least 70 megahertz of spectrum is attributed to GCI.[^54] In
    addition, with respect to St. Paul Island, we attribute an
    additional 20 megahertz of spectrum, for a total of 90
    megahertz.[^55] Finally, with regard to 21 particular communities
    that are located in two different CMAs (CMAs 315 and 316), we
    attribute an additional 25 megahertz of spectrum, for a total of 95
    megahertz, to GCI.[^56]

15. We next evaluate the availability of AWS-1 and BRS spectrum in each
    of the markets affected by this proposed transaction to determine
    the appropriate spectrum screen. We find that the there is only one
    CMA in Alaska -- CMA 315 Alaska 1-Wade Hampton -- where neither
    AWS-1 nor BRS spectrum is available for mobile telephony/broadband
    services.[^57] Accordingly, this is the only CMA subject to a 95
    megahertz screen.[^58] Given GCI's attributed spectrum holdings, we
    examine the nine communities within CMA315 Alaska 1-Wade Hampton in
    which we attribute 95 megahertz to GCI.[^59] Following our
    case-by-case review, we find that the aggregation of 95 megahertz of
    spectrum in these nine communities in CMA315 Alaska 1-Wade Hampton
    would not result in competitive harm. Post-lease, there still would
    be a substantial amount of spectrum -- 185 megahertz of cellular,
    PCS, SMR, and 700 MHz spectrum that is not controlled by GCI -- that
    would be available for the provision of mobile telephony service in
    the nine communities located in CMA315 Alaska 1-Wade Hampton.
    Therefore, there is sufficient spectrum available for current as
    well as potential service providers in these communities. We
    conclude that spectrum aggregation as a result of this lease is
    unlikely to result in competitive harms in any of the nine
    communities in this CMA.

## ACS Wireless's Petition to Deny

16. [Background]{.underline}. In its petition to deny, ACS Wireless
    contends that, before determining whether to grant the spectrum
    leasing application, the Commission should order an evidentiary
    hearing to investigate whether the Lease Agreement between Alaska
    DigiTel and SprintCom is directly or indirectly part of an
    arrangement whereby GCI, through its relationship with Alaska
    DigiTel, is anticompetitively tying its wholesale cable transport
    services, which connect Alaska with the Lower 48 States, to roaming
    agreements with Sprint.[^60] As part of its argument, ACS Wireless
    notes that GCI owns two of the three undersea fiber optic cables
    that connect Alaska to the Lower 48, and states that Lower 48
    carriers like Sprint generally rely on existing undersea cable
    facilities to transport their traffic to and from Alaska rather than
    constructing their own facilities. Then, asserting arguments similar
    to those that ACS Wireless made in 2006 in the *GCI-Alaska DigiTel
    I* proceeding,[^61] ACS Wireless expresses concern that GCI could
    leverage its market power in the transport market to harm
    competition. It states, for example, that "GCI could offer carriers
    a 'sweetheart' deal on roaming if they also used GCI for wholesale
    transport."[^62] Furthermore, ACS Wireless asserts, GCI "could
    anti-competitively tie wholesale transport through coercion,
    below-cost pricing of either transport or roaming services, in
    contract negotiations\[,\] and through deals offered to integrated
    wireline and wireless carriers."[^63]

17. ACS Wireless argues that the following actions are evidence of
    coordinated conduct between GCI and Alaska DigiTel in their
    transport and roaming arrangements with Sprint.[^64] First, ACS
    Wireless states that the proposed spectrum leasing arrangement would
    give Alaska DigiTel control over Sprint's spectrum, and that Alaska
    DigiTel could use that spectrum to carry Sprint's roaming
    traffic.[^65] Second, ACS Wireless notes that GCI and Sprint have
    extended their arrangement under which GCI provides wholesale
    transport services for Sprint to allow the latter to terminate
    traffic from the Lower 48 States in Alaska.[^66] ACS Wireless argues
    that "GCI could have coordinated negotiations on Sprint's wholesale
    transport contract directly or indirectly with negotiations on
    Sprint's roaming and backhaul agreements in a manner that restricted
    competition in the major Alaska roaming markets."[^67] ACS Wireless
    further contends that the spectrum lease agreement "may be a key
    part of the overall arrangement, since \[Alaska DigiTel\] can use
    the leased spectrum to enhance its capacity to carry Sprint's
    roaming traffic."[^68] ACS Wireless requests that the Commission
    conduct an investigation of its claims, including a review of
    Sprint's lease agreement and roaming agreements with Alaska DigiTel,
    and any other agreements related to the Sprint/Alaska DigiTel
    arrangement that might reveal possible anticompetitive
    practices.[^69]

18. In their Joint Opposition to the ACS Wireless Petition, Alaska
    DigiTel and SprintCom argue that the Commission should summarily
    dismiss ACS Wireless's petition to deny as procedurally defective
    because it fails to present specific allegations of anticompetitive
    conduct, as required by Section 309(d) of the Communications Act of
    1934, as amended (the "Act"), and section 1.939 of the Commission's
    rules.[^70] GCI, in its Limited Opposition, similarly contends that
    the ACS Wireless Petition should be dismissed on procedural grounds
    for failing to meet the pleading standards as set forth in these
    provisions.[^71] These parties assert that ACS Wireless's
    contentions are speculative, involve no specific allegations of
    anticompetitive conduct, and rely on the same line of argument that
    the Commission previously found to be unsupported speculation in the
    *GCI-Alaska DigiTel I Order.*[^72] The parties further contend that
    GCI "has not tied its provision of wholesale transport services to
    Sprint to the roaming arrangement between Sprint and \[Alaska
    DigiTel\]," and there is "no truth to the \[ACS Wireless\]
    speculation that GCI is offering Sprint 'below-cost transport
    prices' in order to 'coerce' Sprint 'away from competitors' roaming
    services.'"[^73] The Applicants attach declarations from the
    Director of Roaming Services of Sprint, Mr. Wes Coffindaffer, and
    the President of Alaska DigiTel, Mr. Stephen M. Roberts, to support
    their contentions.[^74] GCI similarly submits a declaration from
    William C. Behnke, its Senior Vice President for Strategic
    Initiatives, who attests that these "factual averments made by GCI
    pertaining to the (a) competitive situation in Alaska; and (b) the
    nature of the business arrangements between GCI and Sprint, on the
    one hand, and between GCI and \[Alaska DigiTel\] on the other, are
    true and correct based on ... personal knowledge."[^75]

19. The Applicants assert that, when considering petitions to deny, the
    Commission employs a two-step analysis.[^76] In the first step, they
    contend, the petitioner must allege specific facts that, if true,
    would establish that a grant of the application would be *prima
    facie* inconsistent with the public interest.[^77] According to the
    Applicants, the Commission can move to the second step "\[o\]nly if
    the Commission determines that the petitioner has satisfied the
    first."[^78] They add that the second part of the test requires the
    Commission to determine if, after considering the record, the
    petition "presents a substantial and material question of fact that
    requires an evidentiary hearing for resolution."[^79]

20. In its Reply, ACS Wireless argues that its petition presents a
    reasonable request that the Commission carry out its public interest
    duties to promote competition in the Alaska marketplace by carefully
    reviewing a transaction that may be evidence of coordinated
    anticompetitive conduct.[^80] ACS Wireless further asserts that
    GCI's Limited Opposition raises additional concerns, including the
    need for more complete attestations that would provide additional
    clarification to establish that GCI has not tied its provision of
    wholesale transport services to Sprint to the Alaska DigiTel-Sprint
    roaming arrangement.[^81] Finally, ACS Wireless takes the position
    that the Applicants have made only a "cursory" claim of public
    interest benefits that would result from the proposed spectrum
    leasing arrangement, and that the Commission indicated in the
    *GCI-Alaska DigiTel I Order* that it would examine any evidence of
    anticompetitive conduct in the Alaskan market in the future to
    promote a competitive marketplace.[^82]

21. [Discussion]{.underline}*.* We deny the ACS Wireless Petition for
    the following two reasons: (1) it fails to establish a *prima facie*
    case that grant of the application would be inconsistent with the
    public interest; and (2) when considered together with other
    relevant record material, the petition does not present a
    substantial and material question of fact whether the grant of the
    spectrum leasing application would serve the public interest.

22. Section 309(d) and (e) of the Act and section 1.939 of the rules set
    forth the applicable requirements for a petition to deny and the
    standards the Commission must employ when reviewing such a
    petition.[^83] Section 309(d)(1) states, in pertinent part, that the
    "petition shall contain specific allegations of fact sufficient to
    show that the petitioner is a party in interest and that a grant of
    the application would be *prima facie* inconsistent with \[the
    public interest, convenience, and necessity\]."[^84] Section
    309(d)(2) provides that, "\[i\]f the Commission finds on the basis
    of the application, the pleadings filed, or other matters which it
    may officially notice that there are no substantial and material
    questions of fact and that a grant of the application would be
    consistent with \[the public interest, convenience, and necessity\]
    \... it shall make the grant, deny the petition, and issue a concise
    statement of the reasons for denying the petition, which statement
    shall dispose of all substantial issues raised by the
    petition."[^85] Section 1.939 of the Commission's rules provides
    that a petition to deny must contain specific allegations of fact
    sufficient to make a *prima facie* showing that grant of the
    application would be inconsistent with the public interest.[^86]
    Section 309(e) of the Act states, *inter alia*, that if "a
    substantial and material question of fact is presented or the
    Commission for any reason is unable to make the finding specified in
    \[section 309(a)\], it shall formally designate the application for
    hearing."[^87]

23. First, the ACS Wireless Petition does not satisfy the requirements
    of section 309(d)(1) because it does not contain specific
    allegations of fact that would establish that grant of this spectrum
    leasing application would be *prima facie* inconsistent with the
    public interest. We agree with the Applicants and GCI that ACS
    Wireless's petition amounts to speculation that the long-term *de*
    *facto* transfer leasing arrangement between SprintCom and Alaska
    DigiTel is anticompetitive. ACS Wireless in its petition merely
    states that the lease agreement "*may* be a product of \[GCI and
    Alaska DigiTel's\] anticompetitive practices,"[^88] and that "GCI
    *could* have coordinated negotiations on Sprint's wholesale
    transport contract directly or indirectly with negotiations on
    Sprint's roaming and backhaul agreements in a manner that restricted
    competition in the major Alaska roaming markets."[^89] In its
    petition, ACS Wireless makes no specific allegations of fact about
    GCI's wholesale transport services or Sprint's and Alaska DigiTel's
    provision of roaming services that show that these entities are
    currently engaged in tying these services. It offers up only
    unsupported speculation as to possible anticompetitive
    interpretations of the actions of GCI, Sprint, and Alaska DigiTel.
    ACS Wireless's failure to support its claims with specific
    allegations of fact falls far short of its obligations under section
    309(d)(1) of the Act and renders its petition to deny defective.

24. Second, even if ACS Wireless had established a *prima facie* case
    that grant of the subject spectrum leasing application would be
    inconsistent with the public interest, we also find the ACS Wireless
    Petition must fail because, after considering the petition and ACS
    Wireless's other pleadings as well as the other relevant record
    documents, there is no substantial and material question of fact as
    to whether the grant of the spectrum leasing application would serve
    the public interest. In contrast to ACS Wireless's unsupported
    speculation that GCI will tie its provision of wholesale transport
    services to Sprint with the roaming arrangements involving Sprint
    and Alaska DigiTel in order to harm competition in roaming services,
    GCI, Alaska DigiTel, and SprintCom have made specific statements to
    rebut ACS Wireless's claims. As noted above, in its Limited
    Opposition, GCI states it "has not tied its provision of wholesale
    transport services to Sprint to the roaming arrangement between
    Sprint and \[Alaska DigiTel\]."[^90] GCI further states there is "no
    truth to the \[ACS Wireless\] speculation that GCI is offering
    Sprint 'below-cost transport prices' in order to 'coerce' Sprint
    'away from competitors' roaming services.'"[^91] In support of these
    statements about the nature of the arrangements involving Alaska
    DigiTel, GCI, and Sprint, these entities attached declarations from
    managers who attest that these statements about the companies'
    business arrangements are true.[^92] In light of these declarations
    and considering that ACS Wireless has offered no specific facts that
    challenge the accuracy of these statements of fact in the GCI
    Limited Opposition and the Alaska DigiTel/SprintCom Joint
    Opposition, we reject ACS Wireless's claims.

25. In its reply, ACS Wireless faults the Behnke Declaration for
    attesting to only the competitive situation in Alaska and the
    business relationships between GCI and Sprint and between GCI and
    Alaska DigiTel.[^93] According to ACS Wireless, Mr. Behnke's failure
    to state specifically that GCI has not tied its provision of
    wholesale transport services to Sprint to the roaming arrangements
    between Sprint and Alaska DigiTel requires further inquiry from the
    Commission. As Mr. Behnke's Declaration is attached to GCI's Limited
    Opposition, it is apparent that he is attesting to the truth of the
    statements made in that document, which include the statement that
    "GCI has not tied its provision of wholesale transport services to
    Sprint to the roaming arrangement between Sprint and \[Alaska
    DigiTel\]."[^94] Therefore, we do not find any merit to ACS
    Wireless's challenge to Mr. Behnke's Declaration.

26. If, in the future, there are specific allegations of facts that
    would show Sprint, Alaska DigiTel, or GCI are indeed engaging in
    unlawful practices in the provision of roaming services, ACS
    Wireless can file a complaint, under Section 208 of the
    Communications Act, with the Commission. In August 2007, the
    Commission adopted an order in which it clarified that automatic
    roaming is a common carrier obligation for Commercial Mobile Radio
    Service (CMRS) carriers.[^95] Therefore, CMRS carriers must provide
    roaming services to other carriers upon reasonable request and on a
    just, reasonable, and non-discriminatory basis pursuant to sections
    201 and 202 of the Communications Act.[^96]

## Public Interest Benefits

27. In addition to assessing the potential competitive harms associated
    with the proposed Alaska DigiTel-SprintCom spectrum leasing
    arrangement, we also consider whether the proposed lease is likely
    to generate verifiable, transaction-specific public interest
    benefits.[^97] In doing so, we ask whether the proposed spectrum
    leasing arrangement would result in demonstrable and verifiable
    benefits to consumers that would not be pursued but for the proposed
    arrangement.[^98]

28. The Applicants contend that the proposed *de facto* transfer
    spectrum leasing arrangement "will serve the public interest by
    allowing Alaska DigiTel to expand the robustness of its wireless
    telecommunications network to provide high quality, advanced
    telecommunications services that achieve good coverage throughout
    the area."[^99] ACS Wireless does not challenge the contention that
    the proposed leasing arrangement will result in these public
    interest benefits.

29. We find that the proposed transaction may result in the
    transaction-specific public interest benefits that the Applicants
    claim and could result in Alaska DigiTel being a more effective
    competitor. Although the Applicants did not provide sufficient
    details and documentation of claimed benefits to enable us to
    conclude with certainty that public interest benefits will occur, we
    accept a lesser showing to approve a long-term *de facto* transfer
    leasing arrangement as consistent with the public interest when, as
    in this case, potential harms appear unlikely and insubstantial.

# conclusion

30. In conclusion, based on the record before us, we find that the
    Applicants have demonstrated that the proposed long-term *de facto*
    transfer spectrum leasing arrangement would serve the public
    interest, convenience, and necessity. Accordingly, the Wireless
    Telecommunications Bureau grants the application to enter into the
    spectrum leasing arrangement.

# ordering clauses

31. Accordingly, having reviewed the application, the petition, and the
    record in this matter, IT IS ORDERED that, pursuant to sections 4(i)
    and (j), 309, 310(d) of the Communications Act of 1934, as amended,
    47 U.S.C. §§ 154(i), (j), 309, 310(d), the application for the
    long-term *de facto* transfer spectrum leasing arrangement between
    SprintCom and Alaska DigiTel, L.L.C., is GRANTED.

32. IT IS FURTHER ORDERED that, pursuant to sections 4(i) and (j), 309,
    and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C.
    §§ 154(i), (j), 309, 310(d), the Petition to Deny the application
    for the long-term *de facto* transfer spectrum leasing arrangement
    between SprintCom and Alaska DigiTel, L.L.C filed by ACS Wireless,
    Inc. is DENIED for the reasons stated herein.

33. IT IS FURTHER ORDERED that this Memorandum Opinion and Order SHALL
    BE EFFECTIVE upon release. Petitions for reconsideration under
    section 1.106 of the Commission\'s rules, 47 C.F.R. § 1.106, may be
    filed within thirty days of the date of public notice of this
    Memorandum Opinion and Order.

34. This action is taken under delegated authority pursuant to sections
    0.131 and 0.331 of the Commission's Rules, 47 C.F.R. §§ 0.131,
    0.331.

    FEDERAL COMMUNICATIONS COMMISSION

> James D. Schlichting, Acting Chief
>
> Wireless Telecommunications Bureau

[^1]: Application of SprintCom, Inc. and Alaska DigiTel, L.L.C. for
    Long-Term *De Facto* Transfer Spectrum Leasing Arrangement, File No.
    0003253513 (filed Dec. 10, 2007, amended Jan. 7, 2008)
    ("Application").

[^2]: 47 U.S.C. § 310(d).

[^3]: 47 C.F.R. § 1.9030.

[^4]: Application of AKD Holdings, LLC, Alaska DigiTel, LLC, and GCI,
    Inc. For Consent to Transfer Control of Licenses and Authorizations,
    WT Docket No. 08-10, *Memorandum Opinion and Order*, DA 08-1882, at
    ¶ 4 (WTB rel. Aug. 8, 2008) (*"GCI-Alaska DigiTel II Order*"); *see
    also* Applications for the Assignment of License from Denali PCS,
    L.L.C. to Alaska DigiTel, L.L.C. and the Transfer of Control of
    Interests in Alaska DigiTel, L.L.C. to General Communication, Inc.,
    WT Docket No. 06-114, *Memorandum Opinion and Order,* 21 FCC Rcd
    14863, 14865 ¶ 2 (2006) ("*GCI-Alaska DigiTel I Order*").

[^5]: *GCI-Alaska DigiTel II Order*, DA 08-1882, at ¶ 4. The call signs
    for these licenses are KNLF297, WPVZ815, WPON879, WQAP303, WQAP304,
    WQAP305, WQEN574, WQEN575, WQFQ763, WQFQ764, WQFQ765, and WQFQ766.

[^6]: *See* General Communication, Inc. News Release, "GCI Closes \$29.5
    Million Investment in Alaska DigiTel, LLC" (Jan. 4, 2007)
    ("GCI-Alaska DigiTel News Release"), available at
    http://www.gci.com/about/akdclosingpressreleasefinal1.pdf (last
    visited Jan. 14, 2009).

[^7]: *See* *GCI-Alaska DigiTel II Order*, DA 08-1882, at ¶ 4; *see
    also*
    http://www.akdigitel.com/catalog/extra_info_pages.php?pages_id=4
    (last visited Jan. 14, 2009) ("Alaska DigiTel Website").

[^8]: GCI, Inc. Form 8-K at Exhibit 99.1 (filed Mar. 14, 2008)
    *available at*
    http://idea.sec.gov/Archives/edgar/data/75679/000007567908000004/inc8k030708exhibit991.htm
    (last visited Jan. 14, 2009).

[^9]: *See*
    http://www.akdigitel.com/catalog/wireless-plans-p-73.html?osCsid=eefbdae1d4411c4f92906b4e9ca6c310
    (last visited Jan. 14, 2009).

[^10]: *GCI-Alaska DigiTel II Order*, DA 08-1882, at ¶ 2.

[^11]: *Id*. at ¶¶ 2, 23. The *GCI-Alaska DigiTel I Order* had approved
    GCI, Inc.'s acquisition of a 78 percent non-controlling equity
    interest in Alaska DigiTel. *GCI-Alaska DigiTel I Order*, 21 FCC Rcd
    at 14866 ¶ 5. GCI, Inc.'s non-controlling equity interest was
    subsequently increased to an approximately 82 percent
    non-controlling equity interest in Alaska DigiTel. *GCI-Alaska
    DigiTel II Order*, DA 08-1882, at ¶ 3 n.13.

[^12]: File No. 0003564301 (filed Aug. 29, 2008) (consummation
    notification).

[^13]: Call Sign KNLF298.

[^14]: One of these licenses, covering four communities on the Aleutian
    Islands in CMA316 Alaska 2-Bethel, was recently acquired as a result
    of GCI Communication Corp.'s, a wholly owned subsidiary of GCI,
    acquisition of Alaska Wireless Communications, LLC. The other 11
    licenses, covering nine communities in CMA315Alaska 1-Wade Hampton
    and eight communities in CMA316, were recently acquired from the
    United Companies, Inc.. The Call Signs for the 12 licenses are
    WPWF379, KNKR275, WPOJ688, WPOJ693, WPOJ694, WPOJ849, WPOJ850,
    WPOJ851, WPOJ853, WPOJ865, WPOJ867, and WPOL233.

[^15]: Call Sign WPLM396.

[^16]: *GCI-Alaska DigiTel II Order*, DA 08-1882, at ¶ 3.

[^17]: *Id*.

[^18]: *Id*.

[^19]: Sprint Nextel Corporation Form 602, File No. 0003437010 (May 14,
    2008).

[^20]: *See* Sprint Nextel Corporation Form 10-K, at 1 (filed Feb. 29,
    2008) *available at*
    http://idea.sec.gov/Archives/edgar/data/101830/000119312508043559/d10k.htm
    (last visited Jan. 14, 2009).

[^21]: Call signs KNLH465, KNLH518, and KNLH545.

[^22]: Wireless Telecommunications Bureau Assignment of License
    Authorization Applications, Transfer of Control of Licensee
    Applications, and *De Facto* Transfer Lease Applications, and
    Designated Entity Reportable Eligibility Event Applications Accepted
    for Filing, *Public Notice*, Rpt. No. 3678 (rel. Dec. 19, 2007).

[^23]: Petition to Deny and Objections of ACS Wireless, Inc., File No.
    0003253513 (filed Jan. 2, 2008) ("ACS Wireless Petition"). In
    addition, on January 3, 2008, ACS Wireless filed a supplemental
    exhibit that ACS claims shows that SprintCom is now holding Alaska
    DigiTel out as the former's presence in Alaska. Supplemental Exhibit
    to Petition To Deny and Objections of ACS Wireless, Inc., File No.
    0003253513 (filed Jan. 3, 2008).

[^24]: Joint Opposition to Petition To Deny and Objections of ACS
    Wireless, Inc., File No. 0003253513 (filed Jan. 16, 2008) ("Alaska
    DigiTel/SprintCom Joint Opposition").

[^25]: Limited Opposition of General Communication, Inc. to the Petition
    To Deny and Objections of ACS Wireless, Inc., File No. 0003253513
    (filed Jan. 15, 2008) ("GCI Opposition").

[^26]: ACS Wireless's Reply to the Joint Opposition of Sprint/DigiTel
    and Limited Opposition of GCI, File No. 0003253513 (filed Jan. 23,
    2008) ("ACS Wireless Reply").

[^27]: 47 U.S.C. § 310(d).

[^28]: *See* Promoting Efficient Use of Spectrum Through Elimination of
    Barriers to the Development of Secondary Markets, WT Docket No.
    00-230, *Report and Order and Further Notice of Proposed
    Rulemaking*, 18 FCC Rcd 20604 (2003) ("*Secondary Markets First
    Report and Order*"); Promoting Efficient Use of Spectrum Through
    Elimination of Barriers to the Development of Secondary Markets WT
    Docket 00-230, *Second Report and Order, Order on Reconsideration,
    and Second Further Notice of Proposed Rulemaking*, 19 FCC Rcd 17503
    (2004) ("*Secondary Markets Second Report and Order*").

[^29]: *See Secondary Markets First Report and Order*, 18 FCC Rcd at
    20656-20657 ¶¶ 116-119, 20660 ¶ 126, 20667 ¶ 147; *Secondary Markets
    Second Report and Order*, 19 FCC Rcd at 17516-17519 ¶¶ 25-27; *see
    also* Applications of AT&T Wireless Services, Inc. and Cingular
    Wireless Corp. For Consent to Transfer Control of Licenses and
    Authorizations, Applications of Subsidiaries of T-Mobile USA, Inc.
    and Subsidiaries of Cingular Wireless Corp. For Consent to
    Assignment and Long-Term De Facto Lease of Licenses, and
    Applications of Triton PCS License Company, LLC, AT&T Wireless PCS,
    LLC, and Lafayette Communications Company, LLC For Consent to
    Assignment of Licenses, WT Docket Nos. 04-70, 04-254, 04-323,
    *Memorandum Opinion & Order*, 19 FCC Rcd 21522, 21542 n.156 (2004)
    ("*Cingular-AT&T Wireless Order*").

[^30]: Section 310(d), 47 U.S.C. § 310(d), requires that we consider
    applications for transfer of control as if the proposed transferee
    were applying for the licenses directly under section 308 of the
    Act, 47 U.S.C. § 308. *See, e.g*., 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 Act, WT Docket No. 08-95,
    *Memorandum Opinion and Order & Declaratory Ruling*, (rel. Nov. 10,
    2008), FCC 08-258, at ¶ 26 & n.136 ("*Verizon-ALLTEL Order*");
    Applications of Sprint Nextel Corporation and Clearwire Corporation
    For Consent to Transfer Control of Licenses, Leases and
    Authorizations, WT Docket No. 08-94, *Memorandum Opinion and Order
    and Declaratory Ruling*, (rel. Nov. 7, 2008), FCC 08-259 at ¶ 19
    n.69 ("*Sprint Nextel-Clearwire Order*"); *GCI-Alaska DigiTel II
    Order*, DA 08-1882, at ¶ 12; Applications of Cellco Partnership
    d/b/a Verizon Wireless and Rural Cellular Corporation For Consent To
    Transfer Control of Licenses, Authorizations, and Spectrum Manager
    Leases, WT Docket No. 07-208, *Memorandum Opinion and Order and
    Declaratory Ruling*, 23 FCC Rcd 12463, 12476-77 ¶ 26 (2008)
    ("*Verizon-RCC Order*"); Applications of AT&T Inc. and Dobson
    Communications Corporation For Consent to Transfer Control of
    Licenses and Authorizations, WT Docket No. 07-153, *Memorandum
    Opinion and Order*, 22 FCC Rcd 20295, 20301 ¶ 10 (2007)
    ("*AT&T-Dobson Order*")**.**

[^31]: *See, e.g*., *Verizon-ALLTEL Order*, FCC 08-258, at ¶ 26 & n.136;
    *Sprint Nextel-Clearwire Order*, FCC 08-259 at ¶ 19 n.69;
    *GCI-Alaska DigiTel II Order*, DA 08-1882, at ¶ 12; *Verizon-RCC
    Order*, 23 FCC Rcd at 12476-77 ¶ 26; AT&T-Dobson Order, 22 FCC Rcd
    at 20301 ¶ 10.

[^32]: *See, e.g*., *Verizon-ALLTEL Order*, FCC 08-258, at ¶ 26 & n.136;
    *Sprint Nextel-Clearwire Order*, FCC 08-259 at ¶ 19 n.69;
    *GCI-Alaska DigiTel II Order*, DA 08-1882, at ¶ 12; *Verizon-RCC
    Order*, 23 FCC Rcd at 12476-77 ¶ 26; *AT&T-Dobson Order*, 22 FCC Rcd
    at 20301 ¶ 10.

[^33]: *See, e.g*., *Verizon-ALLTEL Order*, FCC 08-258, at ¶ 26 & n.136;
    *Sprint Nextel-Clearwire Order*, FCC 08-259 at ¶ 19 n.69;
    *GCI-Alaska DigiTel II Order*, DA 08-1882, at ¶ 12; *Verizon-RCC
    Order*, 23 FCC Rcd at 12476-77 ¶ 26; *AT&T-Dobson Order*, 22 FCC Rcd
    at 20301 ¶ 10.

[^34]: *See, e.g*., *Verizon-ALLTEL Order*, FCC 08-258, at ¶ 26 & n.136;
    *Sprint Nextel-Clearwire Order*, FCC 08-259 at ¶ 19 n.69;
    *GCI-Alaska DigiTel II Order*, DA 08-1882, at ¶ 12; *Verizon-RCC
    Order*, 23 FCC Rcd at 12476-77 ¶ 26; *AT&T-Dobson Order*, 22 FCC Rcd
    at 20301 ¶ 10.

[^35]: 47 U.S.C. § 309(e). *See also* *Verizon-ALLTEL Order*, FCC
    08-258, at ¶ 26 n.136; *Sprint Nextel-Clearwire Order*, FCC 08-259
    at ¶ 19 n.69; *GCI-Alaska DigiTel II Order*, DA 08-1882, at ¶ 14;
    *Verizon-RCC Order*, 23 FCC Rcd at 12476-77t ¶ 26; *AT&T-Dobson
    Order*, 22 FCC Rcd at 20301 ¶ 10.

[^36]: *See, e.g., Verizon-ALLTEL Order*, FCC 08-258, at ¶ 40; *Sprint
    Nextel-Clearwire Order*, FCC 08-259 at ¶¶ 26, 38-40; *GCI-Alaska
    DigiTel II Order*, DA 08-1882, at ¶ 14; *Verizon-RCC Order*, 23 FCC
    Rcd at 12476-77 ¶ 31; *AT&T-Dobson Order*, 22 FCC Rcd at 20306 ¶ 15.

[^37]: *See Secondary Markets First Report and Order*, 18 FCC Rcd at
    20656-20657 ¶¶ 116-119, 20667 ¶ 147.

[^38]: *Verizon-ALLTEL Order*, FCC 08-258, at ¶¶ 45-47; *Sprint
    Nextel-Clearwire Order*, FCC 08-259 at ¶¶ 38-45; *GCI-Alaska DigiTel
    II Order*, DA 08-1882, at ¶ 12; *Verizon-RCC Order*, 23 FCC Rcd at
    12476-77 ¶ 26; *AT&T-Dobson Order*, 22 FCC Rcd at 20308 ¶ 10.

[^39]: *See* *Verizon-ALLTEL Order*, FCC 08-258, at ¶ 45 n. 198; *Sprint
    Nextel-Clearwire Order*, FCC 08-259 at ¶ 38 n.106; *GCI-Alaska
    DigiTel II Order*, DA 08-1882, at ¶ 12; *Verizon-RCC Order*, 23 FCC
    Rcd at 12483-84 ¶ 37; *AT&T-Dobson Order*, 22 FCC Rcd at 20308 ¶
    21*.*

[^40]: *See* *Verizon-ALLTEL Order*, FCC 08-258, at ¶¶ 45-47; *Sprint
    Nextel-Clearwire Order*, FCC 08-259 at ¶ 19 n.69; *GCI-Alaska
    DigiTel II Order*, DA 08-1882, at ¶ 12; *Verizon-RCC Order*, 23 FCC
    Rcd at 12476-77 ¶ 37; *AT&T-Dobson Order*, 22 FCC Rcd at 20308 ¶ 21.

[^41]: *See* *Verizon-ALLTEL Order*, FCC 08-258, at ¶¶ 45-47; *Sprint
    Nextel-Clearwire Order*, FCC 08-259 at ¶ 19 n.69; *GCI-Alaska
    DigiTel II Order*, DA 08-1882, at ¶ 12; *Verizon-RCC Order*, 23 FCC
    Rcd at 12476-77 ¶ 37; *AT&T-Dobson Order*, 22 FCC Rcd at 20308 ¶ 21.

[^42]: *See Verizon-ALLTEL Order*, FCC 08-258, at ¶ 49; *Sprint
    Nextel-Clearwire Order*, FCC 08-259 at ¶ 19 n.69; *GCI-Alaska
    DigiTel II Order*, DA 08-1882, at ¶ 12; *Verizon-RCC Order*, 23 FCC
    Rcd at 12476-77 ¶ 38; *AT&T-Dobson Order*, 22 FCC Rcd at 20309 ¶ 23.

[^43]: The Commission has chosen CEAs and CMAs for its data analysis
    because both are consistent in order of magnitude with its local
    market definition and because each brings a different consideration
    to the analysis. CEAs are designed to represent consumers' patterns
    of normal travel for personal and employment reasons and may
    therefore capture areas within which groups of consumers would be
    expected to shop for wireless service. *See* Kenneth P. Johnson,
    *Redefinition of the BEA Economic Areas*, [Survey of Current
    Business]{.smallcaps}, February 1995, at 75. In addition, CEAs
    should be areas within which any service providers present would
    have an incentive to market -- and actually provide -- service
    relatively ubiquitously. Conversely, CMAs are the areas in which the
    Commission initially granted licenses for the cellular service.
    Although partitioning has altered this structure in many license
    areas, CMAs represent the fact that the Commission's licensing
    programs have to a certain degree shaped the mobile telephony market
    by defining the initial areas in which wireless providers had
    spectrum on which to base service offerings, and they may therefore
    serve as a reasonable proxy for where consumers face the same
    competitors. *See* *Verizon-RCC Order*, 23 FCC Rcd at 12484 n.151;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20309 ¶ 23; *GCI-Alaska DigiTel I
    Order*, 21 FCC Rcd at 14876-77 ¶ 27.

[^44]: *See, e.g., Verizon-ALLTEL Order*, FCC 08-258, at ¶ 49; *Sprint
    Nextel-Clearwire Order*, FCC 08-259 at ¶ 19 n.69; *Verizon-RCC
    Order*, 23 FCC Rcd at 12476-77 ¶ 39; *AT&T-Dobson Order*, 22 FCC Rcd
    at 20309 ¶ 23.

[^45]: *Verizon-ALLTEL Order*, FCC 08-258, at ¶ 53.

[^46]: *Verizon-ALLTEL Order*, FCC 08-258, at ¶¶ 53-55; *Sprint
    Nextel-Clearwire Order*, FCC 08-259 at ¶¶ 53-55.

[^47]: *See, e.g., Verizon ALLTEL Order,* FCC 08-258 at ¶ 75*; Verizon
    Wireless-RCC Order*, 22 FC Rcd at 12489 ¶ 51; *AT&T-Dobson Order*,
    22 FCC Rcd at 20317 ¶ 39; *ALLTEL-Midwest Wireless Order*, 21 FCC
    Rcd at 11547 n.151; *Sprint-Nextel Order*, 20 FCC Rcd at 13993 ¶ 62;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13073-74 ¶ 48;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21568-69 ¶¶ 106-109.

[^48]: *Verizon-ALLTEL Order*, FCC 08-258 at ¶ 41; *Verizon Wireless-RCC
    Order*, 23 FCC Rcd at 12482 ¶ 32; *AT&T-Dobson Order*, 22 FCC Rcd at
    20307 ¶ 16.

[^49]: *Verizon-ALLTEL Order*, FCC 08-258, at ¶ 41; *Sprint
    Nextel-Clearwire Order*, FCC 08-259 at ¶ 76; *GCI-Alaska DigiTel II
    Order*, DA 08-1882, at ¶ 14; *Verizon-RCC Order*, 23 FCC Rcd at
    12476-77 ¶¶ 32, 52; *AT&T-Dobson Order*, 22 FCC Rcd at 20306 ¶ 15.

[^50]: *Verizon-ALLTEL Order*, FCC 08-258, at ¶ 41; *Sprint
    Nextel-Clearwire Order*, FCC 08-259 at ¶¶ 53-55, 77.

[^51]: *See* *Verizon-ALLTEL Order*, FCC 08-258, at ¶ 41; *Sprint
    Nextel-Clearwire Order*, FCC 08-259 at ¶ 53. For markets in which
    only cellular, PCS, SMR, and 700 MHz spectrum is available, and
    neither AWS-1 nor BRS spectrum is available, the Commission applies
    a 95 megahertz spectrum screen. For markets in which AWS-1 and BRS
    spectrum is available, the applicable screen is 145 megahertz. For
    markets in which AWS-1 is available but BRS is not available, the
    Commission applies a spectrum screen of 125 megahertz. Finally, for
    markets in which BRS is available but AWS-1 is not available, the
    Commission applies a spectrum screen of 115 megahertz.
    *Verizon-ALLTEL Order*, FCC 08-258 at ¶ 64; *Sprint Nextel-Clearwire
    Order*, FCC 08-259, at ¶ 74.

[^52]: *Verizon-ALLTEL Order*, FCC 08-258 at ¶ 64; *Sprint
    Nextel-Clearwire Order*, FCC 08-259, at ¶ 74.

[^53]: As noted above, in markets in which only cellular, PCS, SMR, and
    700 MHz spectrum is available, and neither AWS-1 nor BRS spectrum is
    available, the Commission applies a 95 megahertz spectrum screen.

[^54]: This 70 megahertz consists of the 30 megahertz of PCS spectrum
    licensed to Alaska DigiTel throughout the state of Alaska, the 30
    megahertz of PCS spectrum throughout the State of Alaska that is
    indirectly held by GCI through other subsidiaries, and the 10
    megahertz of PCS spectrum (in the three different BTAs that, when
    taken together, cover the State of Alaska) subject to the pending
    spectrum leasing application.

[^55]: The additional 20 megahertz of spectrum attributed for St. Paul
    Island reflects the 20 megahertz cellular license held by Alaska
    DigiTel in that area.

[^56]: Seventeen communities are associated with eleven 25 megahertz
    cellular licenses that GCI acquired from the United Companies:
    Alakanuk, Aniak, Bethel, Chevak, Chuathbaluk, Emmonak, Gambell,
    Hooper Bay, Kipnuk, Kotlik, Mountain Village, Quinhagak, St. Mary's,
    Savoonga, Togiak, Toksook Bay, and Tuununak. Applications of General
    Communications, Inc., and United Companies, Inc., for Transfer of
    Control Licenses, File No. 0003194143, Exhibit 1 (Public Interest
    Statement) at 1. Four additional communities in the Aleutian Islands
    are associated with a 25 megahertz cellular license that GCI
    acquired from Alaska Wireless Communications: Akutan, Dutch Harbor,
    Sand Point, and Unalaska. Applications of General Communications,
    Inc., and Alaska Wireless Communications for Transfer of Control
    Licenses, File No. 0003258273, Exhibit 1 (Public Interest Statement)
    at 4.

[^57]: With regard to AWS-1 spectrum in CMA 315, it appears that there
    is required relocation of transmitters or receivers by government
    users in the CMA. Such relocation is expected to take from six to 46
    months. *See*
    http://www.ntia.doc.gov/osmhome/reports/specrelo/index.htm
    (providing information on AWS relocation, including a relocation
    schedule and cost summary for AWS-1 relocation). As a result, AWS-1
    spectrum in this CMA is not available for deployment by commercial
    licensees within two years and, accordingly, is not included in the
    analysis of the competitive effects. AWS-1 spectrum is considered
    available if the relocation schedule provided by the National
    Telecommunications and Information Administration ("NTIA") is 24
    months or less. *See* *Verizon-ALLTEL Order*, FCC 08-258 at ¶ 62;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20314-15 ¶ 33; *see also* *id.*
    at 20313 n.117 (citing Section 3.2 of the DOJ/FTC Merger Guidelines,
    which states that "a significant market impact from entry must
    result within two years for the entry to be considered 'timely,' and
    thus potentially a factor ameliorating the enhancement of market
    power or hindering its exercise."). With regard to BRS spectrum in
    this CMA, a transition plan and a completion notification have been
    filed for only one of the two BTAs that coincide with this CMA. The
    population of the boroughs that comprise the BTA in which a
    transition plan and a completion notification have been filed
    reflects approximately 24 percent of the CMA population; therefore,
    BRS spectrum is not included in the analysis of the competitive
    effects for this CMA.

[^58]: The respective spectrum screen applicable to each of the other
    affected CMAs -- CMA187 Anchorage, AK, CMA 316Alaska 2-Bethel, and
    CMA317 Alaska 3-Haines -- is higher than 95 megahertz because AWS-1
    spectrum and/or BRS spectrum is available for the provision of
    mobile/telephony services in each of those CMAs. Accordingly, in
    none of these markets does the applicable spectrum screen indicate
    the need for further review.

[^59]: These nine communities are Alakanuk, Chevak, Emmonak, Gambell,
    Hooper Bay, Mountain Village, Savoonga, Kotlick, and St. Mary's.

[^60]: ACS Wireless Petition at 2-3, 5-6.

[^61]: *GCI-Alaska DigiTel I Order*, 21 FCC Rcd at 14902-06 ¶¶ 95-103.
    In the *GCI-Alaska DigiTel I* proceeding, ACS Wireless argued that
    GCI's control over Alaska DigiTel could enable GCI to tie its
    wholesale transport services agreement with Sprint to Alaska
    DigiTel's roaming arrangement with Sprint. ACS Wireless specifically
    requested that the Commission condition approval of the transaction
    on a bar against GCI's ability to tie wholesale transport service
    and roaming services. The Commission rejected that request. It noted
    that, under certain circumstances, the bundling or tying of two
    products or services may result in economic efficiencies and
    consumer benefits. The Commission found that ACS Wireless had failed
    to present any specific allegations as to GCI's conduct. The
    Commission also found that adequate alternative capacity existed in
    the wholesale transport market to enable companies to purchase such
    capacity separate from roaming services. *Id.* at 14906-07 *¶¶*
    104-106.

[^62]: ACS Wireless Petition at 6-7.

[^63]: *Id.* at 7.

[^64]: *Id.*

[^65]: *Id*. at 7-8.

[^66]: *Id*. at 8. In support of its petition, ACS Wireless attaches the
    declaration of its Director of Corporate Strategy, Robert Doucette,
    who attests to the truth of the facts alleged in ACS Wireless's
    petition. *Id.,* Exhibit A.

[^67]: *Id.* at 8-9.

[^68]: *Id*. at 9.

[^69]: *Id*. at 9-10.

[^70]: Alaska DigiTel/SprintCom Joint Opposition at 1-5, 7 (citing 47
    U.S.C. § 309(d) and 47 C.F.R. § 1.939).

[^71]: GCI Opposition at 7-10.

[^72]: Alaska DigiTel/SprintCom Joint Opposition at 2-3; GCI Opposition
    at 4-5, 8-10. *See GCI-Alaska DigiTel I Order, \_21* FCC Rcd at
    14902-06 ¶¶ 95-104. Hence, the Applicants argue that the petition
    amounts, in effect, to an untimely petition for reconsideration of
    the *GCI-Alaska DigiTel I Order*. Alaska DigiTel/SprintCom Joint
    Opposition at 6.

[^73]: Alaska DigiTel/SprintCom Joint Opposition at 11; GCI Opposition
    at 10-11 (using identical language).

[^74]: Alaska DigiTel/SprintCom Joint Opposition, Declarations of
    Stephen M. Roberts, President and a Director of Alaska DigiTel, LLC,
    and Wes Coffindaffer, Director of Roaming Services, Sprint Nextel
    Corporation ("Roberts Declaration" and "Coffindaffer Declaration,"
    respectively).

[^75]: GCI Opposition, Attachment 2, Declaration of William C. Behnke,
    Senior Vice President, Strategic Initiatives, General Communication,
    Inc. ("Behnke Declaration").

[^76]: Alaska DigiTel/SprintCom Joint Opposition at 4-5 (citing *Gencom
    v. FCC*, 832 F2d 171 (D.C. Cir. 1987); *Citizens for Jazz on WRVR v.
    FCC*, 857 F.2d 1556 (D.C. Cir. 1988)).

[^77]: Alaska DigiTel/SprintCom Joint Opposition at 4-5.

[^78]: *Id*. at 5.

[^79]: *Id*.

[^80]: ACS Wireless Reply at 1-2.

[^81]: *Id*. at 3-5.

[^82]: *Id*. at 5-7 (citing the concurring statements of Commissioner
    Copps and Commissioner Adelstein in the *GCI-Alaska DigiTel I
    Order*).

[^83]: 47 U.S.C. § 309(d), (e); 47 C.F.R. § 1.939.

[^84]: 47 U.S.C. § 309(d)(1).

[^85]: 47 U.S.C. § 309(d)(2).

[^86]: 47 C.F.R. § 1.939.

[^87]: 47 U.S.C. § 309(e) (citing 47 U.S.C. § 309(a)).

[^88]: ACS Wireless Petition at 7 (emphasis added).

[^89]: *Id*. at 8-9 (emphasis added).

[^90]: GCI Opposition at 10; *see also* Alaska DigiTel/SprintCom Joint
    Opposition at 11.

[^91]: GCI Opposition at 11; *see also* Alaska DigiTel/SprintCom Joint
    Opposition at 11. We note that the Commission considered a similar
    claim of predatory pricing by ACS Wireless in the *GCI-Alaska
    DigiTel I Order*. In rejecting the claim, the Commission reasoned
    that it is unlikely that such a strategy would succeed "since Dobson
    and ACS Wireless both have extensive network coverage and have more
    subscribers than GCI and Alaska DigiTel combined," and it is "highly
    unlikely that either carrier could maintain an artificially low
    price for a sufficient period of time to drive out either Dobson or
    ACS Wireless." *GCI-Alaska DigiTel I Order*, 21 FCC Rcd at 14908 ¶
    108.

[^92]: GCI Opposition, Attachment 2, Behnke Declaration; Alaska
    DigiTel/SprintCom Joint Opposition, Roberts Declaration and
    Coffindaffer Declaration.

[^93]: ACS Wireless Reply at 4.

[^94]: GCI Opposition at 10.

[^95]: In the Matter of Roaming Obligations of Commercial Mobile Radio
    Service Providers, *Report and Order and Further Notice of Proposed
    Rulemaking*, 22 FCC Rcd 15817, 15818-19 ¶ 2 (2007), petitions for
    recon. pending.

[^96]: 47 U.S.C. §§ 201, 202.

[^97]: *See, e.g., Verizon-ALLTEL Order*, FCC 08-258, at ¶ 114; *Sprint
    Nextel-Clearwire Order*, FCC 08-259 at ¶ 113; *Verizon-RCC Order*,
    23 FCC Rcd at 12504 ¶ 91; *AT&T-Dobson Order*, 22 FCC Rcd at 20330 ¶
    73.

[^98]: *See, e.g., Verizon-ALLTEL Order*, FCC 08-258, at ¶ 114; *Sprint
    Nextel-Clearwire Order*, FCC 08-259 at ¶ 113; *Verizon-RCC Order*,
    23 FCC Rcd at 12504 ¶ 91; *AT&T-Dobson Order*, 22 FCC Rcd at 20330 ¶
    73..

[^99]: Application, Exhibit 1 at 1-2.