Before the

**Federal Communications Commission**

**Washington, D.C. 20554**

+----------------------------------+---+------------------------------+
| In the Matter of                 | ) | File No 0000100503 *et al*.  |
|                                  |   |                              |
| RIG TELEPHONES, INC D/B/A        | ) |                              |
| DATACOM                          |   |                              |
|                                  | ) |                              |
| and                              |   |                              |
|                                  | ) |                              |
| STRATOS OFFSHORE                 |   |                              |
|                                  | ) |                              |
| TELEPHONE COMPANY                |   |                              |
|                                  | ) |                              |
| For Consent to Transfer Control  |   |                              |
| of Microwave and Other Licenses  | ) |                              |
|                                  |   |                              |
|                                  | ) |                              |
|                                  |   |                              |
|                                  | ) |                              |
|                                  |   |                              |
|                                  | ) |                              |
|                                  |   |                              |
|                                  | ) |                              |
+----------------------------------+---+------------------------------+

**ORDER**

**Adopted: September 29, 2000 Released: October 6, 2000**

By the Chief, Public Safety and Private Wireless Division, Wireless
Telecommunications Bureau:

**[Table of Contents]{.smallcaps}**

Paragraph No.

I. INTRODUCTION [1](#introduction)

II\. BACKGROUND [2](#background)

III\. DISCUSSION [4](#discussion)

A. Statutory Authority [4](#statutory-authority)

B. Qualifications [5](#qualifications)

C. Public Interest Analysis [6](#public-interest-analysis)

1\. Competitive Harm Analysis [7](#competitive-harm-analysis)

2\. Public Benefit Analysis [8](#public-benefit-analysis)

IV\. CONCLUSION [10](#conclusion)

V. ORDERING CLAUSES [10](#ordering-clauses)

# INTRODUCTION

1.  In this Order, we grant the applications to assign licenses held by
    Rig Telephones, Inc. d.b.a. Datacom (Datacom) to Stratos Offshore
    Services Company (Stratos). In doing so, we conclude that the
    proposed transaction is in the public interest, and will result in
    benefits to consumers in the Gulf of Mexico (Gulf). We take this
    action after considering the opposition of Petroleum Communications,
    Inc. (PetroCom), as well as several letters from other parties who
    expressed support for the proposed transaction.

# BACKGROUND

2.  Datacom is a commercial entity providing telecommunications services
    to the oil and gas industry offshore, in the inland water, and on
    land, in the Gulf area.[^1] Datacom identifies its primary
    activities as the supply of microwave circuits, radio communications
    equipment, and Supervisory Control and Data Acquisition (SCADA)
    systems for oil, gas, and refinery applications. It advertises that
    its microwave system "substantially cover\[s\] all the areas of the
    Gulf where oil and gas drilling or production is taking place."[^2]

3.  Stratos advertises that it specializes in the provision of
    communications services for customers whose operations lie outside
    the bounds of traditional terrestrial telecommunications.[^3] Within
    the Gulf, Stratos advertises that it provides both microwave and
    satellite services.[^4]

4.  On April 7, Stratos and Datacom filed applications for the
    assignment of Datacom's Specialized Mobile Radio (SMR) licenses,[^5]
    Marine Coastal licenses,[^6] and Industrial/Business Land Mobile
    Radio licenses.[^7] On April 10, Stratos and Datacom filed an
    application for the assignment of 211 common carrier point-to-point
    (common carrier) and private operational fixed service (private)
    microwave licenses held by Datacom.[^8] Stratos and Datacom
    subsequently amended the pending application on April 27, 2000, and
    June 2, 2000, to add seven additional call signs. The parties also
    separately filed an Earth Space Station assignment application with
    the Commission's International Bureau in conjunction with this
    transaction.[^9]

5.  By delegated authority,[^10] the Wireless Telecommunications Bureau
    (Bureau) released a series of Public Notices announcing that the
    SMR, Marine Coastal, and microwave applications had been accepted
    for filing and establishing pleading cycles to enable interested
    parties to comment on the applications.[^11] Because they are not
    subject to the 30-day public notice requirement,[^12] Datacom's
    Private Land Mobile Radio (PLMR) authorizations were not included in
    these Public Notices.[^13]

6.  On June 2, 2000, PetroCom -- a Commission licensee that also
    provides telecommunications services in the Gulf -- filed a petition
    to deny in response to the pleading cycle established for Datacom's
    microwave applications.[^14] Specifically, PetroCom claims that the
    application to assign Datacom's microwave licenses should be denied
    because it will lessen competition and, therefore, not serve the
    public interest.[^15] Furthermore, PetroCom accuses Stratos and
    Datacom of operating in violation of the Commission's Rules.[^16] On
    June 15, 2000, Stratos and Datacom filed an Opposition to the
    Petition.[^17] Finally, PetroCom submitted a reply to the
    Stratos/Datacom pleading on June 23, 2000.[^18]

7.  Four other parties have filed pleadings in this proceeding: Chevron
    USA Production Company,[^19] Shell Offshore, Inc.,[^20] Coastel
    Communications Company,[^21] and Apache Corporation[^22]
    (collectively, letter filers).[^23] The letter filers, who identify
    themselves as customers of Stratos and/or Datacom in the Gulf,[^24]
    all support the proposed transaction and state that the proposed
    transaction would result in public interest benefits.

# DISCUSSION

8.  As explained below, we find that the proposed assignee, Stratos, is
    qualified to hold the licenses as proposed and that the assignment
    of the licenses does not pose an undue risk of harm to competition
    in the U.S. telecommunications markets. Moreover, we find that this
    transaction should result in certain public interest benefits. We
    accordingly conclude that, pursuant to Section 310(d) of the
    Communications Act, grant of the pending applications will serve the
    public interest. Hence, we deny the petitions filed with respect to
    the Stratos and Datacom microwave applications and will grant the
    pending applications. We note that our approval of this transaction
    is consistent with the position of the Department of Justice, which
    has not challenged the proposed transaction.[^25]

## Statutory Authority

9.  Section 310(d) of the Communications Act provides that "\[n\]o
    construction permit, or station license, or any rights thereunder,
    shall be transferred, assigned, or disposed of in any manner ... to
    any person except upon application to the Commission and upon
    finding by the Commission that the public interest, convenience, and
    necessity will be served thereby."[^26] In applying the public
    interest test under Section 310(d), the Commission considers four
    overriding questions: (1) whether the transaction would result in a
    violation of the Act or any other applicable statutory
    provision; (2) whether the transaction would result in a violation
    of Commission rules; (3) whether the transaction would substantially
    frustrate or impair the Commission\'s implementation or enforcement
    of the Act or interfere with the objectives of that and other
    statutes; and (4) whether the transaction promises to yield
    affirmative public interest benefits.[^27] Prior to approving the
    applications, we must determine whether the Applicants have shown
    that the transaction will not violate or interfere with the
    objectives of the Act or the Commission's Rules, and that the
    predominant effect of the transaction will be to advance the public
    interest.[^28]

## Qualifications

10. In evaluating assignment and transfer applications under section
    310(d) of the Communications Act, we do not re-evaluate the
    qualifications of the assignor or transferor unless issues related
    to its basic qualifications have been designated for hearing by the
    Commission or have been sufficiently raised in petitions to warrant
    the designation of a hearing.[^29] By contrast, as a regular part of
    our public interest analysis, we determine whether the proposed
    assignee or transferee is qualified to hold Commission
    licenses.[^30]

11. As an initial matter, PetroCom challenges the qualification of
    Datacom to hold certain private fixed point-to-point microwave
    licenses, alleging that common carrier traffic is flowing through
    the private licenses in violation of the Commission's Rules.[^31]
    PetroCom bases its contention on the configurations of two Datacom
    microwave paths.[^32] In its opposition, however, Datacom certifies
    that the first disputed configuration does not carry any common
    carrier traffic, and that the second is not in service.[^33] For its
    reply, PetroCom continues to challenge the second configuration and
    requests that the Commission demand certification from Datacom that
    it is not providing common carrier traffic over *any* of its private
    carrier facilities that *are* in service.[^34]

12. PetroCom provides no affirmative evidence that Datacom is
    transmitting common carrier traffic over its private facilities.
    PetroCom has not provided us with an adequate reason to require that
    Datacom account for every one of its private wireless licenses and
    certify its compliance with these operational rules. In the absence
    of specific evidence to the contrary, we have no reason to believe
    that Datacom is operating any of the subject facilities in violation
    of the Commission's Rules. We find, therefore, that PetroCom's
    contentions regarding alleged violations of the Commission's Rules
    by Datacom do not constitute a sufficient basis to conclude that
    Datacom, and hence the assignee, Stratos, are disqualified to hold
    Commission licenses on this basis.[^35]

## Public Interest Analysis

13. In conducting our public interest analysis of competitive conditions
    in markets affected by the proposed assignment, we follow an
    approach consistent with that previously taken by the
    Commission.[^36] All of these orders followed the approach used in
    the *LEC In-Region Interexchange Order*,[^37] where the Commission
    found the Department of Justice and Federal Trade Commission 1992
    Horizontal Merger Guidelines[^38] to be a useful analytical tool for
    evaluating the likely competitive effects of mergers and
    acquisitions.[^39]

14. Our analysis of competitive effects under the Commission's public
    interest standard will identify the markets potentially affected by
    the proposed transaction,[^40] assess the effects that the
    transaction may have on competition in these markets,[^41] and
    evaluate whether the proposed transaction will result in
    merger-specific public interest benefits.[^42] Ultimately, we must
    weigh any harmful and beneficial effects to determine whether, on
    balance, the merger is likely to enhance competition in the relevant
    markets.

### Competitive Harm Analysis

15. In its petition to deny the proposed transfer of control of
    licenses, PetroCom defines the relevant market as common carrier
    microwave radio systems in the Gulf. Using this market definition,
    PetroCom has calculated that the pre- and post-merger concentration
    levels, using the Herfindahl-Hirschman Index (HHI), would be 5112.34
    and 9743.38, respectively. PetroCom concludes that the significant
    increase in the HHI resulting from the merger raises significant
    competitive concerns. We disagree with PetroCom for the following
    reasons.

16. First, we find that the product market used by PetroCom, common
    carrier microwave radio systems, is too narrowly drawn and does not
    reflect the realities of the communications market in the Gulf. One
    major microwave competitor in the Gulf, SOLA, appears to operate
    entirely on private microwave channels. There is no significant
    functional difference for end users between radio systems operating
    on common carrier microwave channels and those operating on private
    microwave channels. This is particularly relevant in the Gulf
    because most of the customers are oil and gas exploration and
    drilling companies who are themselves eligible to obtain private
    microwave licenses. Further, many of these companies currently
    operate private microwave systems in the Gulf and would be in a
    position to expand such use if third-party providers attempted to
    raise prices above competitive levels.

17. Second, PetroCom uses callsigns as the basis for market shares used
    in their HHI analysis. Even within PetroCom's narrowly defined
    common carrier microwave market, the use of callsigns is misleading
    because it does not provide any indication of the communications
    capacity associated with a particular callsign. PetroCom's analysis
    does not account for the broad range of differing bandwidths that
    exist throughout the microwave spectrum, reaching from frequency
    bands at 900 MHz to beyond 39 GHz. Thus, we do not believe that
    callsigns are an accurate indicator of market share in this context.

18. Third, there is no evidence to indicate that there are significant
    barriers, such as lack of spectrum, that would preclude a firm from
    entering or expanding in the Gulf in response to price increases.
    Rather, Commission licensing records show that applications for
    microwave licenses in the Gulf continue to be granted.[^43] The
    availability of spectrum would, for example, enable a communications
    company to enter the Gulf, or expand its current presence there.
    Spectrum availability also would appear to enable a gas or oil rig
    owner to consider the option of installing its own microwave system
    to meet its communications needs.

19. Fourth, the record on balance supports the argument of the
    applicants that alternative systems are also widely available in the
    Gulf. Satellite systems and submarine fiber are being used, in some
    cases, as substitutes for microwave systems. Although we lack
    specific data that specifies the relative costs of each of these
    options, the record indicates that these services are being marketed
    in the Gulf as competitors to microwave.[^44]

20. Finally, we note that four large customers of Stratos and/or Datacom
    in the Gulf submitted letters supporting the proposed merger, and no
    customers oppose the transaction. Such a showing of support by
    current customers reinforces our determination that the proposed
    merger does not pose a risk of competitive harm to the
    communications market in the Gulf. To the contrary, these customers
    support the merger because they believe the combined firm will be
    able to provide more ubiquitous and more reliable service. In
    addition, we consider the fact that no opposition from customers has
    been received to be additional evidence that competitive harm is
    absent in this context.

21. For the forgoing reasons, we reject PetroCom's claim that the
    relevant product market for the Gulf geographic region consists
    solely of common carrier microwave service. Instead, we largely
    agree with Stratos and Datacom that the relevant product market is
    broader, and includes private microwave, submarine fiber, and
    satellite services. We reach no determination as to whether other
    services that have been identified as potential elements of the
    product market in the Gulf are in fact part of the relevant product
    market. Further, we have not recalculated the pre- and
    post-transaction HHIs using the appropriate market definition and a
    measure of capacity more accurate than call signs. However, the
    extent of private microwave operations in the Gulf suggests that the
    HHI figures would be considerably lower than those submitted by
    PetroCom. Moreover, whatever the correct HHI levels, we find that no
    anticompetitive effects will arise, based on the other factors we
    have outlined, namely: (1) entry is possible because of the
    availability of microwave spectrum in the Gulf, and would deter any
    anticompetitive behavior by the applicants; and (2) several large
    customers of the applicants support the transaction because it will
    result in improved service to them, and none have filed objections.

### Public Benefit Analysis

22. Stratos and Datacom assert that their merged microwave system will
    produce both network and administrative efficiencies. Stratos and
    Datacom claim that, because the Gulf marketplace requires the
    frequent construction of new facilities that link to existing
    microwave networks, a combined system will fill in geographic gaps
    and reduce the cost of constructing facilities in new
    locations.[^45] In addition, Stratos and Datacom claim that a
    combined system would improve network reliability by increasing the
    routing options for transmissions.[^46] They also state that
    administrative efficiencies -- such as lower maintenance costs,
    billing efficiencies, and lower tower rental costs -- will reduce
    costs and therefore result in public interest benefits.[^47]

23. By contrast, PetroCom disputes whether the efficiencies Stratos and
    Datacom have identified are sufficient for the purposes of our
    analysis. It claims that those efficiencies are too generic to be
    verified, and thus should not be included in our analysis of the
    public interest benefits.[^48] "\[W\]here efficiency claims are
    vague, speculative or unverified, such as is the case here,"
    PetroCom says, "such claims will not be considered."[^49] It also
    claims that, because of the lack of competition within the product
    market PetroCom defines (common carrier point-to-point microwave),
    there is no evidence that any efficiencies will benefit
    customers.[^50]

24. Because a combined Stratos/Datacom system would increase the options
    for routing transmissions,[^51] we conclude that the merger would
    result in more reliable microwave transmissions in the Gulf. Indeed,
    Chevron, which supports the proposed merger, identified "better
    continuity" as one benefit it anticipates,[^52] and Shell Offshore,
    Inc. (SOI) states that "\[a\]ny redundancy that increases the
    capacity and reliability of communications of Stratos Offshore's
    network is of significant benefit to SOI."[^53] We find this benefit
    to be particularly relevant in the microwave services, in which
    adverse weather can disrupt or impair the quality of microwave
    transmissions.[^54]

25. We also find the claimed administrative efficiencies to be
    achievable and likely to improve market performance. While
    PetroCom's claim that the administrative efficiencies "are generic
    and would apply to the combination of almost any two
    telecommunications systems with overlapping geographic
    territories,"[^55] these benefits are uniquely beneficial in the
    Gulf marketplace. Gulf users who are participating in this
    proceeding and who currently use both Stratos and Datacom services
    specifically note that the anticipated administrative efficiencies
    will benefit them. For example, Bachow/Coastel states that "\[it\]is
    efficient, both economically and administratively, for
    Bachow/Coastel to work with one company to supply the changing
    communications needs of its customers."[^56] Because many Gulf
    customers currently link to both Stratos and Datacom's networks, and
    because these companies' communications needs in the Gulf are
    continuously changing as new facilities are deployed and others are
    scaled back,[^57] the efficiencies in the unified billing systems,
    consistent product offerings, and coordinated points of contact that
    the proposed merger will bring are both real and meaningful to Gulf
    customers. For these reasons, we find merit in Stratos and Datacom's
    claim that "\[t\]hese network efficiencies are vital to Stratos
    Offshore's ability to adapt to the changing communications needs of
    oil and gas companies in the \[Gulf\]."[^58]

26. We are also persuaded by the conclusions reached by the customers
    who participated in this proceeding. The efficiencies that have been
    identified are neither vague nor speculative, but are instead
    considered likely by Stratos and Datacom's customers. As Apache
    states, "if Apache desires to coordinate operations in a portion of
    the \[Gulf\] where Stratos Offshore is not operating, but Datacom
    is, Apache would incur administrative and financial costs that would
    not be incurred if Apache were able to approach Stratos Offshore for
    the full geographic range of microwave services in the Gulf of
    Mexico."[^59] These obvious benefits are achievable only as a result
    of the proposed merger.

# CONCLUSION

27. Stratos and Datacom both currently provide point-to-point microwave
    services in the Gulf on wide-area common carrier networks. The
    proposed merger would result in a substantial consolidation of these
    wide-area common carrier networks. We have concluded that the
    relevant market in this unique place is larger than that identified
    by PetroCom, and includes, *inter alia*, Private Fixed Microwave
    services. We do not believe that the combination of these two major
    entities within one portion of the market -- Stratos and Datacom's
    merger of their common carrier microwave systems -- raises the
    prospects for anticompetitive harms that PetroCom suggests. Indeed,
    there is evidence, supported by those Gulf customers who
    participated in this proceeding, that the proposed merger would
    produce pro-competitive benefits that are especially significant in
    the Gulf market.

28. For the above-stated reasons, we conclude that the proposed merger
    is in the public interest. Accordingly, we grant the applications to
    assign licenses held by Datacom to Stratos, and we deny the petition
    to deny filed by PetroCom.

# ORDERING CLAUSES

29. Accordingly, IT IS ORDERED, pursuant to Section 4(i) and (j), 309,
    and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C.
    §§ 154(i), 154(j), 309, and 310(d), that the applications filed by
    Rig Telephones, Inc., d.b.a. Datacom and Stratos Offshore Services
    Company in the above-referenced proceeding ARE HEREBY GRANTED.

30. IT IS FURTHER ORDERED that the petition filed by Petroleum
    Communications, Inc., to deny application file number File No.
    0000100503, IS DENIED.

31. 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

D'wana R. Terry

> Chief, Public Safety and Private Wireless Division

Wireless Telecommunications Bureau

[^1]: Rig Telephones, Inc. d/b/a Datacom Petitions for Reconsideration
    of the Commission's Grant of Datacom's Request for Waiver of Part
    101 of the Commission's Rules, *Order on Reconsideration*, DA
    00-487, ¶ 2 (WTB PSPWD, Mar. 3, 2000).

[^2]: *About the Company* (visited September 13, 2000)
    \<http://www.datacomnet.net/about.html\>.

[^3]: *Company Overview* (visited September 13, 2000) \<
    http://www.stratos.ca/overview\>.

[^4]: *Oil and Gas Services* (visited September 13, 2000)
    \<http://www.stratos.ca/services/oil_gas/offshore/
    og_services.cfm\>.

[^5]: File number S005908 (lead call sign WFPD628).

[^6]: File numbers 853180 through 853187 (lead call sign KEB611).

[^7]: Lead call signs WNRX711 and KD41151.

[^8]: File number 0000100503 (lead call sign KTR41).

[^9]: Satellite Radio Applications Accepted for Filing, *Public Notice*,
    Rept. No. SES-00176 (April 26, 2000). *See also* *Public Notice*,
    Rept. No. SES-00195 (June 28, 2000).

[^10]: *See* 47 C.F.R. § 0.331.

[^11]: Wireless Telecommunications Bureau Weekly Receipts and Disposals,
    *Public Notice*, Report Number 2090 (WTB, April 25, 2000) (SMR);
    Wireless Telecommunications Bureau Weekly Receipts and Disposals,
    *Public Notice*, Report Number 2091 (WTB, May 2, 2000) (Marine
    Coastal); Wireless Telecommunications Bureau Assignment of
    Authorization and Transfer of Control Applications Accepted for
    Filing, *Public Notice*, Report Number 522 (WTB, May 3, 2000)
    (Microwave). The amendments to the Microwave applications were also
    placed on Public Notice. Wireless Telecommunications Bureau
    Assignment of Authorization and Transfer of Control Applications
    Accepted for Filing, *Public Notice*, Report Number 553 (WTB, June
    7, 2000).

[^12]: 47 U.S.C. § 309(b).

[^13]: It nonetheless should be noted that, to date, we have not taken
    any action on these PLMR applications. Further, we anticipate that
    we will act on those applications in concert with our disposition of
    the other Datacom and Stratos applications.

[^14]: Petroleum Communications, Inc., *Petition to Deny* (June 2, 2000)
    (Petition).

[^15]: *Id.* at 12.

[^16]: *Id.* at 10-11.

[^17]: Stratos Offshore Services Company and Rig Telephones, Inc. d/b/a
    Datacom, *Opposition to Petition to Deny* (June 15, 2000)
    (Opposition).

[^18]: Petroleum Communications, Inc., *Reply to Opposition to Petition
    to Deny* (June 23, 2000) (Reply). We also note that on September 25,
    2000, PetroCom stated an intent to file an additional pleading.
    Letter to Ms. Magalie Roman Salas, Secretary, Federal Communications
    Commission, from Richard S. Meyers, Attorney for Petroleum
    Communications, Inc. (Sept. 25, 2000) ("PetroCom Letter"). On
    September 27, 2000, Stratos and Rig filed a response to this letter.
    Letter to Ms. Magalie Roman Salas, Secretary, Federal Communications
    Commission, from Alfred M. Mamlet and Colleen Sechrest, Counsel for
    Stratos Offshore Services Company and Rig Telephone, Inc. d/b/a
    Datacom (Sept. 27, 2000). These letters constitute unauthorized
    pleadings. Any further pleadings, such as that intended by PetroCom,
    would also be unauthorized, given that no additional pleading cycle
    has been established.

[^19]: Chevron U.S.A. Production Company, *In re: Application of Rig
    Telephones, Inc. d/b/a Datacom and Stratos Offshore Services Company
    for Assignment of Fixed Point-to-Point Microwave Service
    Authorizations File No. 0000100503* (July 3, 2000) (Chevron Letter).

[^20]: Shell Offshore, Inc., *Re: Application of Rig Telephones, Inc.
    d/b/a Datacom and Stratos Offshore Services Company for Assignment
    of Fixed Point-to-Point Microwave Service Authorizations \-- File
    No. 0000100503* (June 13, 2000) (Shell Offshore, Inc., Letter).

[^21]: Coastel Communications Company, *Re: Application of Rig
    Telephones, Inc. d/b/a Datacom and Stratos Offshore Services Company
    for Assignment of Fixed Point-to-Point Microwave Service
    Authorizations -- File No. 0000100503* (June 14, 2000)
    (Bachow/Coastel Letter).

[^22]: Apache Corporation, *Re: Application of Rig Telephones, Inc.
    d/b/a Datacom and Stratos Offshore Services Company for Assignment
    of Fixed Point-to-Point Microwave Service Authorizations -- File No.
    0000100503* (June 14, 2000) (Apache Letter).

[^23]: The Shell Offshore, Inc., Letter and the Bachow/Coastel Letter
    were also included as part of the Opposition. We will consider the
    Apache Letter and the Chevron Letter as late-filed comments. Because
    these comments represent the Gulf user group, we find them highly
    relevant to this proceeding and conclude that it is in the public
    interest to consider them as part of this proceeding.

[^24]: Coastel is the B Block Cellular Carrier in the Gulf (MSA 306B),
    and uses microwave facilities operated by Datacom and Stratos as a
    backbone for its communications operations. Coastel is thus both a
    customer and a potential competitor within the Gulf. To the extent
    that the other letter filers do own or can establish their own
    private microwave facilities we also conclude here that they too are
    potential competitors. *See infra* ¶ 16.

[^25]: *See, e.g.,* Various Subsidiaries and Affiliates of Geotek
    Communications, Inc., Debtor in Possession, *Memorandum Opinion and
    Order*, 15 FCC Rcd 790, 801 ¶ 24 (2000).

[^26]: 47 U.S.C. § 310(d).

[^27]: *See Applications of GTE Corporation and Bell Atlantic
    Corporation for Transfer of* Control, CC Docket No. 98-184,
    Memorandum Opinion and Order, FCC 00-221, at ¶ 22 (rel. June 16,
    2000) (*Bell Atlantic/GTE Order*); Applications *of Ameritech Corp.
    and SBC Communications Inc. for Transfer of Control,* CC Docket No.
    98-141, Memorandum Opinion and Order, FCC 99-279, at ¶¶ 49-50 (rel.
    Oct. 8, 1999) (*SBC/Ameritech Order*); *Applications of WorldCom and
    MCI Communications Corporation,* 13 FCC Rcd 18025, 18030-33, ¶¶ 9-12
    (*WorldCom/MCI Order*) (citing *Applications of NYNEX Corporation
    and Bell Atlantic Corporation*, Memorandum Opinion and Order, 12 FCC
    Rcd 19985, 19987 ¶ 2 & n.2 (1997) (*Bell Atlantic/NYNEX Order*));
    *Applications of MCI Communications Corporation and British
    Telecommunications P.L.C*, Memorandum Opinion and Order, 12 FCC Rcd
    15351, 15367 ¶ 33 (1997) (*BT/MCI Order*).

[^28]: *Bell Atlantic/NYNEX Order,* 12 FCC Rcd at 20001, 20007, ¶¶ 29,
    36; *BT/MCI Order*, 12 FCC Rcd at 15367 ¶ 33.

[^29]: *See Mobilemedia Corporation, et al.,* 14 FCC Rcd 8017 ¶ 4 (1999)
    (citing *Jefferson Radio Co. v. FCC,* 340 F.2d 781, 783 (D.C. Cir.
    1964)); s*ee also* Stephen F. Sewell, "Assignments and Transfers of
    Control of FCC Authorizations Under Section 310(d) of the
    Communications Act of 1934," 43 Fed. Comm. L.J. 277, 339-40 (1991).
    The policy of not approving assignments or transfers when issues
    regarding the licensee's basic qualifications remain unresolved is
    designed to prevent licensees from evading responsibility for
    misdeeds committed during the license period. *Id.*

[^30]: *See In re Applications of AirTouch Communications, Inc. and
    Vodafone Group, Plc*, Memorandum Opinion and Order, DA 99-1200, 1999
    WL 413,237 (WTB rel. June 22, 1999) at ¶¶ 5-9.

[^31]: Petition at 10-11 (citing 47 C.F.R. § 101.603(b)(1); 47 C.F.R. §
    101.135).

[^32]: *Id.* at 10.

[^33]: Opposition at 23-26.

[^34]: Reply at 13.

[^35]: As a peripheral matter, we note that the Wireless
    Telecommunications Bureau previously granted waiver to Datacom of
    the Part 101 restrictions on common carrier traffic across private
    1850-1990 MHz stations. In the Matter of Rig Telephones, Inc. d/b/a
    Datacom, *Order*, 13 FCC Rcd 25391 (1998). Subsequent to that, the
    Bureau reversed its decision and denied the waiver. In the Matter of
    Rig Telephones, Inc. d/b/a Datacom, *Order on Reconsideration*, 15
    FCC Rcd 8566 (2000). It also denied another substantially similar
    waiver request. In the Matter of Rig Telephones, Inc. d/b/a Datacom,
    *Order*, 15 FCC Rcd 4668 (2000). For purposes of clarification, we
    note that the waiver request, subsequent grant, and reversal, have
    no bearing on the instant petition. Here, Datacom does not assert
    its prior waiver interests, nor does PetroCom cite to the related
    proceedings.

[^36]: *See, e.g., Bell Atlantic/GTE Order*, FCC 00-221 at ¶¶ 20-25;
    *Bell Atlantic/NYNEX Order,* 12 FCC Rcd at 20000-01, 20007 ¶¶ 29,
    36; *BT/MCI Order*, 12 FCC Rcd at 15367 ¶ 33; *WorldCom-MCI Order*,
    13 FCC Rcd at 18035-39 ¶¶ 15-22. *See also* Applications of
    PacificCorp Holdings, Inc., and Century Telephone Enterprises, Inc.,
    *Memorandum Opinion and Order*, 13 FCC Rcd 8891, 8898 ¶ 12 (WTB
    1997).

[^37]: Regulatory Treatment of LEC Provision of Interexchange Services
    Originating in the LEC's Local Exchange Area and Policy and Rules
    Concerning the Interstate, Interexchange Marketplace, *Second and
    Third Reports and Order*, CC Docket Nos. 960149 & 96-61, 12 FCC Rcd
    15756 (1997) (*LEC In-Region Interexchange Order*).

[^38]: *Department of Justice and Federal Trade Commission 1992
    Horizontal Merger Guidelines*, 4 Trade Reg. Rep. (CCH) ¶ 13104
    (1992), 57 Fed Reg. 41552 4 (dated Apr. 2, 1992, as revised, Apr. 8,
    1997) (Guidelines).

[^39]: We note that PetroCom suggests an obligation for the Commission
    to apply the Herfindahl-Hirschman Index (HHI) consistent with the
    Guidelines. *See* PetroCom Letter, *supra* note 19. The Commission
    has stated, however, that according to the Guidelines, the HHI
    analysis is not meant to be conclusive. *See* In the Matter of
    Application of WorldCom, Inc. and MCI Communications Corporation for
    Transfer of Control of MCI Communications Corporation to WorldCom,
    Inc., *Memorandum Opinion and Order*, 13 FCC Rcd 18025, 18048 ¶ 37.
    Furthermore, the Commission has proceeded to note that, "given the
    unique economic, legal, and technical circumstances that color the
    telecommunications industry, we will not rigidly adhere to the
    results of this analysis where our independent expert analysis
    suggests a different outcome." *Id.*

[^40]: Our determination of the affected markets requires us to identify
    the applicants' existing and potential product offerings, and may
    require us to determine which products offered by other firms
    compete or potentially compete with these offerings.

[^41]: Depending on circumstances, this step may include the
    identification of market participants and analysis of market
    structure, market concentration, and potential entry.

[^42]: These include but may extend beyond factors relating to cost
    reductions, productivity enhancements, or improved incentives for
    innovation*. See Bell Atlantic/NYNEX Order*, 12 FCC Rcd at 20014 ¶
    49; *BT/MCI Order*, 12 FCC Rcd at 15368 ¶ 35. *See also* Guidelines,
    57 Fed. Reg. 41,552, §§ 2.1, 2.2, 4.

[^43]: For example, the Commission has granted the following microwave
    licenses in the Gulf: Union Oil Company of California, WPQS652, File
    No. 0000108919 (Sept. 21, 2000); Coastal Product Service, WPQS632,
    File No. 0000117254 (Sept. 21, 2000); Petroleum Communications,
    Inc., WPQR754, File No. 0000163392 (Sept. 6, 2000); Vastar
    Resources, Inc., WPON831, File No. 0000055157 (Apr. 21, 2000).

[^44]: *See* Opposition at 10-17.

[^45]: *Id.* at 19.

[^46]: *Id.*

[^47]: *Id.* at 21.

[^48]: Reply at 12.

[^49]: *Id.* (citing Guidelines).

[^50]: *Id.*

[^51]: Opposition at 19. *See also* Reply at 5 (stating that "even a
    cursory glance at the map provided with PetroCom's Petition shows
    that much of the two systems run parallel to one another").

[^52]: Chevron Letter.

[^53]: Shell Offshore, Inc., Letter.

[^54]: Reply at 9 (noting that one purported benefit of fiber systems is
    that they are free of the weather-related disruptions that can
    affect microwave transmissions). *See also* *Times-Picayune*
    article; "Digital Cable Technology Revolutionizes Oil Production in
    the 21st Century, by Petroleum Communications, Inc., Harahan,
    Louisiana," *ON&T*, May/June 1999 at 46 (reprinted in Reply, appx.
    B) (stating that "\[u\]nfavorable atmospheric conditions can
    interfere with transmission of quality of microwave signals").

[^55]: Reply at 12.

[^56]: Bachow/Coastel Letter.

[^57]: *See, e.g.* Apache Letter. "In the \[Gulf\], oil and gas
    exploration is a transient operation. As oil and gas production and
    exploration from one location is matured, other location\[s\] must
    be identified and the necessary platforms, equipment and personnel
    moved to the new location." *Id.*

[^58]: Opposition at 19.

[^59]: Apache Letter at 2.