**\`Before the**

Federal Communications Commission

Washington, D.C. 20554

+----------------------------------+---+------------------------------+
| In the Matter of                 | * | WT Docket No. 07-237         |
|                                  | * |                              |
| Applications of T-Mobile USA,    | ) | File Nos. 0003178152,        |
| Inc. and SunCom Wireless         | * | 0003178835,                  |
| Holdings, Inc.                   | * | ITC-T/C-20071001-00404 and   |
|                                  |   | ITC-T/C-20071001-00405       |
| For Consent to Transfer Control  | * |                              |
| of Licenses and Authorizations   | * | File No.                     |
|                                  | ) | ISP-PDR-20071001-00013       |
| and                              | * |                              |
|                                  | * |                              |
| Petition for Declaratory Ruling  |   |                              |
| that the Transaction Is          | * |                              |
| Consistent with Section          | * |                              |
| 310(b)(4) of the Communications  | ) |                              |
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+----------------------------------+---+------------------------------+

Memorandum Opinion and Order

**Adopted: February 08, 2008 Released: February 08, 2008**

By the Commission: Commissioner Copps issuing a statement.

# Introduction

1.  In this Order, we consider applications ("Applications") filed by
    T-Mobile USA, Inc. ("T-Mobile") and SunCom Wireless Holdings, Inc.
    ("SunCom," and together with T-Mobile, the "Applicants"), pursuant
    to sections 214 and 310(d) of the Communications Act of 1934, as
    amended ("Communications Act").[^1] In these Applications, T-Mobile
    and SunCom seek consent to the transfer of control of the wireless
    licenses[^2] and international section 214 authorizations[^3] held
    by subsidiaries of SunCom -- SunCom Wireless License Company, LLC
    and SunCom Wireless Puerto Rico License Co., LLC ("SunCom
    Subsidiaries") -- to T-Mobile. Additionally, the Applicants have
    filed a Petition requesting a clarification that T-Mobile's prior
    foreign ownership rulings permit the indirect foreign ownership of
    the SunCom Subsidiaries,[^4] or, in the alternative, that the
    Commission extend T-Mobile's prior foreign ownership rulings to
    include the SunCom Subsidiaries by issuing a Declaratory Ruling that
    it is in the public interest for the SunCom Subsidiaries to have
    indirect foreign ownership in excess of the 25 percent benchmark
    under section 310(b)(4) of the Communications Act.[^5]

2.  As discussed below, we conclude, pursuant to our review under
    sections 214 and 310(d) of the Communications Act that approval of
    these applications as conditioned and grant of the petition for
    declaratory ruling will serve the public interest, convenience, and
    necessity.

# Background

3.  T-Mobile is a national provider of wireless voice, messaging, and
    data services.[^6] It provides wireless services to more than 27
    million customers and has a wireless network covering an aggregate
    population ("POPs") of more that 244 million people.[^7] T-Mobile
    provides service on its network using Global System for Mobile
    Communications ("GSM"), General Packet Radio Service ("GPRS")
    technology, and Enhanced Data rates for GSM Evolution ("EDGE")
    technologies.[^8] T-Mobile states that it is preparing to deploy a
    Universal Mobile Telecommunications System ("UMTS") network in the
    United States.[^9] T-Mobile also provides Wi-Fi access to more than
    8000 public locations throughout the country.[^10]

4.  T-Mobile, incorporated in Delaware and headquartered in Bellevue,
    Washington,[^11] is an indirect, wholly-owned subsidiary of Deutsche
    Telekom AG ("DT"), a corporation organized under the laws of
    Germany.[^12] The two wholly-owned intermediate subsidiaries,
    between T-Mobile and DT -- T-Mobile International AG ("T-Mobile
    International") and T-Mobile Global Holding GmbH ("T-Mobile Global")
    -- are also organized under the laws of Germany.[^13] The Federal
    Republic of Germany ("FRG") holds an approximately 14.83 percent
    direct interest and 16.87 percent indirect interest in DT.[^14]

5.  SunCom is a regional wireless service provider based in Berwyn,
    Pennsylvania.[^15] It provides digital wireless communications
    services in North Carolina, South Carolina, Tennessee, Georgia,
    Virginia, Puerto Rico, and the U.S. Virgin Islands.[^16] Suncom
    provides service using one Part 22 Cellular Radiotelephone Service
    license, 27 Part 24 Personal Communications Service licenses, and
    multiple Part 101 Common Carrier Fixed Point-to-Point Microwave
    Service licenses, as well as two international section 214
    authorizations.[^17] SunCom has launched service in 27 markets
    including 11 of the top 100 markets in the United States.[^18]
    SunCom provides wireless services, under the SunCom Wireless brand
    name,[^19] to more than 1.1 million customers and its licenses cover
    nearly 15 million people in the continental US and more than 4
    million people in Puerto Rico and the U.S. Virgin Islands.[^20] Like
    T-Mobile, SunCom utilizes GSM, GPRS, and EDGE technologies to
    provide wireless services to its customers.[^21]

6.  Pursuant to an Agreement and Plan of Merger executed on September
    16, 2007, T-Mobile would acquire control of Suncom and the SunCom
    Subsidiaries, including their customers, network assets and
    licenses,[^22] for approximately \$2.4 billion in cash and assumed
    debt.[^23] To effectuate the transfer of control, Tango Merger Sub,
    Inc., a newly formed, wholly-owned subsidiary of T-Mobile, will
    merge with and into SunCom.[^24] Upon closing the proposed
    transaction, SunCom would continue as the surviving
    corporation.[^25] The SunCom Subsidiaries will remain indirect,
    wholly-owned subsidiaries of SunCom and will become indirect,
    wholly-owned subsidiaries of T-Mobile.[^26]

7.  On October 1, 2007, the Applicants filed applications seeking
    consent to the proposed transfer of control of licenses and
    authorizations held by the SunCom Subsidiaries from SunCom to
    T-Mobile. The Applicants also filed a petition requesting a
    declaratory ruling that it is in the public interest for the SunCom
    Subsidiaries to have indirect foreign ownership in excess of the 25
    percent benchmark under section 310(b)(4) of the Communications
    Act.[^27] The Applicants request a declaratory ruling allowing up to
    100 percent indirect foreign ownership in SunCom and the SunCom
    Subsidiaries.[^28] The applications and petition for declaratory
    ruling were placed on Public Notice on October 23, 2007.[^29]
    Petitions to Deny were due on November 23, 2007.[^30]

8.  In response to the Public Notice, the Commission received a letter
    filed by the Department of Homeland Security ("DHS"), with the
    concurrence of the Department of Justice ("DOJ") and the Federal
    Bureau of Investigation ("FBI," and together with DHS and DOJ, the
    "Executive Branch Agencies"), requesting that the Commission defer
    action on this matter to allow them the opportunity to complete
    their review of this matter for any national security, law
    enforcement, and public safety issues.[^31] On January 9, 2008, the
    Executive Branch Agencies filed a Petition to Adopt Conditions to
    Authorizations and Licenses ("Executive Branch Petition"),[^32]
    advising the Commission that they have no objection to this matter,
    provided that the Commission condition the grant on compliance with
    the commitments and undertakings contained in an Agreement dated
    January 12, 2001 ("2001 Agreement") [^33] and amended January 4,
    2008 ("2008 Amendment"). [^34] The Commission also received, in
    response to the Public Notice, a letter from a consumer.[^35]

# Discussion

## Public Interest Analysis

9.  Pursuant to sections 214 and 310(d) of the Communications Act,[^36]
    we must determine whether the Applicants have demonstrated that the
    proposed transfer of control of SunCom's licenses and authorizations
    would serve the public interest, convenience, and necessity. In
    applying our public interest test, we must assess whether the
    proposed transaction complies with the specific provisions of the
    Communications Act,[^37] the Commission's rules, and federal
    communications policy.[^38] If a proposed transaction would 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.[^39] The Commission then employs a balancing
    test weighing any potential public interest harms of a proposed
    transaction against any potential public interest benefits to ensure
    that, on balance, the proposed transaction will serve the public
    interest.[^40]

10. We believe that the proposed transaction would serve the public
    interest by promoting competition in the wireless marketplace and
    increasing the availability of voice, data and advanced wireless
    services benefiting consumers. Specifically, the proposed
    transaction would enable T-Mobile to expand its wireless footprint
    in the Southeast United States, Puerto Rico and the U.S. Virgin
    Islands.[^41] It would also provide customers of both companies
    access to seamless in-network services across a broader geographic
    area, including through T-Mobile's plans for expanding and upgrading
    SunCom's network.[^42] Because of the similarities in technologies
    utilized by T-Mobile and SunCom, T-Mobile should be able to
    integrate the two networks quickly with minimal disruption to
    customers, and many customers should be able to use their existing
    handsets.[^43] Finally, we find no evidence that T-Mobile lacks the
    requisite financial, legal, technical, or other basic qualifications
    under the Communications Act to be the transferee of the licenses
    and authorizations currently held by SunCom.[^44]

11. Consistent with our practice when reviewing proposed wireless
    transactions affecting the mobile telephony market, we next consider
    the potential competitive effects that might result from increased
    concentration.[^45] We find that the proposed transaction would not
    have an adverse effect on competition in the mobile telephony
    market. When examining the effect of proposed transactions, we have
    first applied a three-part initial "screen" that identifies those
    local markets in which there is clearly no competitive harm arising
    from the transaction. Two parts of the screen utilize changes in the
    measures of the Herfindahl-Hirschman Index ("HHI") market
    concentration. The final part of this screen examines the input
    market for spectrum available on a nationwide basis for the
    provision of mobile telephony services.[^46] It identifies the
    markets in which a proposed transaction would result in spectrum
    aggregation in amounts of 95 megahertz or more.[^47] This
    transaction did not trigger either of our HHI screens and will not
    result in T-Mobile holding 95 or more megahertz of spectrum in any
    market. Post-transaction, T-Mobile would hold only 20 to 65 MHz of
    cellular, PCS, SMR, and 700 MHz spectrum in the overlap counties,
    well below the 95 MHz initial screen threshold. Thus, we find that
    it is unlikely that the proposed transaction would result in
    competitive harm.

## Foreign Ownership

12. The Applicants request a declaratory ruling that would allow the
    indirect foreign ownership of the SunCom Subsidiaries in excess of
    the 25 percent benchmark under section 310(b)(4) of the
    Communications Act.[^48] They note that T-Mobile has an existing
    310(b)(4) ruling allowing up to 100 percent indirect ownership by
    DT,[^49] and represent they are in compliance with that and their
    other rulings.[^50] They request that we extend that ruling to cover
    the SunCom Subsidiaries.

13. We examine the foreign ownership interests that will be held in the
    SunCom Subsidiaries as a result of this transaction, pursuant to our
    public interest analysis under sections 310(b)(4) and 310(d) of the
    Communications Act and the Commission's foreign ownership policies
    adopted in the *Foreign Participation Order*.[^51] As part of that
    analysis, we consider any national security, law enforcement,
    foreign policy, or trade policy concerns raised by the foreign
    investment.[^52] Relying on Commission precedent, we find that the
    proposed transfer of control does not raise any issues under
    sections 310(a) and 310(b)(1)-(b)(3) of the Communications Act.[^53]
    Our analysis focuses on issues raised under section 310(b)(4). Based
    on the record before us, we conclude for the reasons stated below
    that it would not serve the public interest to deny consent to the
    proposed transaction because of the indirect foreign equity and
    voting interests that will be held indirectly in the SunCom
    Subsidiaries by their foreign investors.

14. Section 310(b)(4) of the Communications Act establishes a 25 percent
    benchmark for investment by foreign individuals, corporations, and
    governments in entities that control U.S. common carrier radio
    licensees. This section also grants the Commission discretion to
    allow higher levels of foreign ownership if it determines that such
    ownership is not inconsistent with the public interest.[^54] The
    calculation of foreign ownership interests under section 310(b)(4)
    is a two-pronged analysis in which the Commission examines
    separately the equity interests and the voting interests in the
    licensee's direct or indirect parent.[^55] The Commission calculates
    the equity interest of each foreign investor in the parent and then
    aggregates these interests to determine whether the sum of the
    foreign equity interests exceeds the statutory benchmark.[^56]
    Similarly, the Commission calculates the voting interest of each
    foreign investor in the parent and aggregates these voting
    interests.[^57] The presence of aggregated alien equity or voting
    interests in a common carrier licensee's parent in excess of 25
    percent triggers the applicability of section 310(b)(4)'s statutory
    benchmark. Once the benchmark is triggered, section 310(b)(4)
    directs the Commission to determine whether the "public interest
    will be served by the refusal or revocation of such license."[^58]

15. In the *Foreign Participation Order*, the Commission concluded that
    the public interest would be served by permitting greater investment
    by individuals or entities from World Trade Organization ("WTO")
    Member countries in U.S. common carrier and aeronautical fixed and
    en route radio licensees.[^59] Therefore, with respect to indirect
    foreign investment from WTO Members, the Commission replaced its
    "effective competitive opportunities" test with a rebuttable
    presumption that such investment generally raises no competitive
    concerns.[^60] In evaluating an applicant's request for approval of
    foreign ownership interests under section 310(b)(4), the Commission
    uses a "principal place of business" test to determine the
    nationality or "home market" of foreign investors.[^61]

16. We evaluate the indirect foreign ownership under section 310(b)(4)
    by calculating the foreign equity and voting interests in T-Mobile,
    the proposed U.S. parent of the SunCom Subsidiaries. We then
    determine whether these foreign interests properly are ascribed to
    individuals or entities that are citizens of, or have their
    principal places of business in, WTO Member countries.[^62]

### Attribution of Foreign Ownership Interests

17. As stated above, as a result of the proposed transaction, SunCom
    Subsidiaries will be indirect wholly-owned subsidiaries of T-Mobile,
    a U.S. company that is wholly owned by T-Mobile Global.[^63]
    T-Mobile Global is wholly owned by T-Mobile International, which in
    turn is wholly-owned by DT. T-Mobile Global, T-Mobile International,
    and DT are all organized under the laws of the Germany, a WTO Member
    country. The FRG holds a 14.83 percent direct interest in DT.
    Kreditanstalt fur Wiederaufbau ("KFW"), a bank organized under the
    laws of the Germany and controlled by the FRG, holds a 16.87 percent
    direct interest in DT. The FRG holds an 80 percent interest in KFW.

18. The record indicates that the majority of the foreign equity and
    voting interests that will be held indirectly in the SunCom
    Subsidiaries are properly ascribed to Germany, a WTO Member country.
    According to the Applications, DT will hold indirectly 100 percent
    of the equity and voting interests in the SunCom Subsidiaries. As
    noted by the Applicants, the Commission has previously granted a
    declaratory ruling approving the 100 percent indirect foreign
    ownership of T-Mobile by DT for other common carrier wireless
    services.[^64] Moreover, according to the Applicants, the proposed
    transaction will not change, and will have no impact upon, the
    current indirect foreign ownership in T-Mobile. Applicants therefore
    are entitled to a rebuttable presumption that, following
    consummation of the proposed transaction, the indirect foreign
    ownership in the SunCom Subsidiaries would not pose a risk to
    competition in the U.S. market. We find no evidence in the record
    that rebuts this presumption and, as we explain above**,** we find
    no basis to conclude that the proposed transaction is likely to harm
    competition.[^65] We therefore find it is in the public interest to
    extend the T-Mobile section 310(b)(4) foreign ownership rulings to
    cover the SunCom Subsidiaries.

### Declaratory Ruling

19. Accordingly, this declaratory ruling permits the indirect foreign
    ownership of SunCom Wireless License Company, LLC and SunCom
    Wireless Puerto Rico License Co., LLC by: (1) T-Mobile Global
    Holding GmbH and T-Mobile International AG(individually), 100
    percent equity and voting interests, (2) Deutsche Telekom AG
    (individually) and its German shareholders (collectively), 100
    percent equity and voting interests. SunCom Wireless License
    Company, LLC and SunCom Wireless Puerto Rico License Co., LLC may
    have up to and including an additional, aggregate 25 percent
    indirect equity and/or voting interests from other foreign
    individuals and entities without seeking further Commission
    approval, subject to the following conditions: any additional
    investment shall not cause the amount attributable to a single
    foreign individual or entity to exceed 25 percent of SunCom Wireless
    License Company, LLC and SunCom Wireless Puerto Rico License Co.,
    LLC indirect equity or voting interests, and SunCom Wireless License
    Company, LLC and SunCom Wireless Puerto Rico License Co., LLC shall
    seek Commission approval before they accept additional indirect
    investment from Germany in excess of the amount permitted through
    its investment in DT. We emphasize that, as Commission licensees,
    SunCom Wireless License Company, LLC and SunCom Wireless Puerto Rico
    License Co., LLC have an affirmative duty to monitor their foreign
    equity and voting interests and to calculate these interests
    consistent with the attribution principles enunciated by the
    Commission.[^66]

## Dominant Carrier Safeguards

20. The Applicants seek consent to transfer control of the international
    section 214 authorizations held by the SunCom Subsidiaries to
    T-Mobile.[^67] Pursuant to section 63.10 of the Commission's rules,
    the T-Mobile and the SunCom Subsidiaries request "non-dominant"
    status upon consummation of the transaction on all routes between
    the United States and countries listed in their section 214
    Applications except on the U.S.-Croatia, U.S.-Germany, U.S.-Hungary,
    U.S.-Macedonia, U.S.-Montenegro, and U.S.-Slovakia routes.[^68]

21. As part of our public interest analysis under section 214(a) of the
    Communications Act, we consider whether, upon consummation of the
    proposed transaction, the international section 214 authorization
    holders, the SunCom Subsidiaries, will become affiliated with a
    foreign carrier that has market power on the foreign end of a U.S.
    international route that the SunCom Subsidiaries have authority to
    serve pursuant to the international section 214 authorizations that
    will be transferred.[^69] Under rules adopted in the *Foreign
    Participation Order*, the Commission classifies a U.S. carrier as
    "dominant" on a particular route if it is, or is affiliated with, a
    foreign carrier that has market power on the foreign end of that
    route.[^70]

22. Following consummation of the proposed transaction, the SunCom
    Subsidiaries will become affiliated, within the meaning of section
    63.09 of the Commission's rules, with DT and other foreign carrier
    service providers.[^71] We find that, except for DT and its
    subsidiaries and affiliates that provide service in Croatia,
    Germany, Hungary, Macedonia, Montenegro, and Slovakia, none of the
    foreign carriers with which the SunCom Subsidiaries will be
    affiliated is a monopoly provider of communications services or has
    a 50 percent market share in the international transport or local
    access market on the foreign end of a U.S. international route.
    Therefore, we will classify the Sun Com Subsidiaries as non-dominant
    on all U.S. international routes except the U.S.-Croatia,
    U.S.-Germany, U.S.-Hungary, U.S.-Macedonia, U.S.-Montenegro, and
    U.S.-Slovakia routes.

23. With respect to the U.S.-Croatia, U.S.-Germany, U.S.-Hungary,
    U.S.-Macedonia, and U.S.-Slovakia routes, the SunCom Subsidiaries
    agree to be classified as dominant and comply with the dominant
    carrier safeguards set forth in section 63.10 of the Commission's
    rules for those routes.[^72] According to the Applicants, the SunCom
    Subsidiaries will relinquish their existing authority under section
    214 to serve the U.S.-Montenegro route upon consummation of this
    transaction.[^73] We find that the dominant carrier safeguards in
    section 63.10 will protect sufficiently against any potential
    vertical harms to U.S. customers on these routes. Accordingly,
    pursuant to section 214(a) of the Communications Act and section
    63.10 of the Commission's rules, we condition our grant of the
    international section 214 transfer applications on the
    classification of SunCom Wireless License Company, LLC and SunCom
    Wireless Puerto Rico License Co., LLC as dominant carriers on the
    U.S.-Croatia, U.S.-Germany, U.S.-Hungary, U.S.-Macedonia, and
    U.S.-Slovakia routes and that they relinquish their existing
    authority under section 214 to serve the U.S.-Montenegro route
    effective upon closing of the proposed transaction.

## National Security, Law Enforcement, Foreign Policy, and Trade Concerns

24. When analyzing a transfer of control or assignment application in
    which foreign investment is involved, we also consider any national
    security, law enforcement, foreign policy, or trade policy concerns
    raised by the Executive Branch.[^74] On November 23, 2007, the
    Executive Branch Agencies requested that the Commission defer action
    on this matter to allow them the opportunity to complete their
    review of this matter for any national security, law enforcement,
    and public safety issues.[^75] On January 9, 2008, the Executive
    Branch Agencies filed a the Executive Branch Petition, advising the
    Commission that they have no objection to this matter, provided that
    the Commission condition the grant on compliance by DT, T-Mobile,
    and SunCom with the commitments and undertakings contained in the
    2001 Agreement and the 2008 Amendment.[^76]

25. The Executive Branch Petition states that the Executive Branch
    Agencies have taken the position that their ability to satisfy their
    obligations to protect the national security, enforce the laws, and
    preserve the safety of the public could be impaired by transactions
    in which foreign entities will own or operate a part of the U.S.
    telecommunications system, or in which foreign-located facilities
    will be used to provide domestic telecommunications services to U.S.
    customers.[^77] After discussions with representatives of DT,
    T-Mobile, and SunCom, the Executive Branch Agencies have concluded
    that the commitments set forth in the 2001 Agreement and 2008
    Amendment will help ensure that the Executive Branch Agencies and
    other entities with responsibility for enforcing the law, protecting
    the national security, and preserving public safety can proceed in a
    legal, secure, and confidential manner to satisfy these
    responsibilities. Accordingly, the Executive Branch Agencies
    withdrew their Petition to Defer, and they ask the Commission to
    condition the grant on DT's and T-Mobile's compliance with the
    commitments set forth in the 2001 Agreement and 2008 Amendment.[^78]

26. In assessing the public interest, we take into account the record
    and accord deference to Executive Branch expertise on national
    security and law enforcement issues.[^79] As the Commission stated
    in the *Foreign Participation Order*, foreign participation in the
    U.S. telecommunications market may implicate significant national
    security or law enforcement issues uniquely within the expertise of
    the Executive Branch.[^80] We conclude that adoption of the network
    security condition sought by the Executive Branch Agencies addresses
    these concerns.[^81] In accordance with the request of the Executive
    Branch Agencies and in the absence of any objection from the
    Applicants, we condition our grant on compliance by DT, T-Mobile,
    and SunCom with the commitments set forth in the 2001 Agreement and
    the 2008 Amendment.

# Conclusion

27. In conclusion, based on the record before us, we find that the
    Applicants have demonstrated that the proposed transaction would
    serve the public interest, convenience, and necessity; and that
    granting consent to the proposed assignment application would
    further the public interest, subject to the conditions discussed
    above.

# Ordering Clauses

28. Accordingly, IT IS ORDERED that, pursuant to sections 4(i), 309, and
    310(d) of the Communications Act of 1934, as amended, 47 U.S.C. §§
    154(i), 309, 310(d), the above-referenced applications for the
    transfer of control of licenses from SunCom Wireless Holdings, Inc.
    to T-Mobile USA, Inc. are GRANTED, subject to the conditions set
    forth herein.

29. IT IS FURTHER ORDERED that, pursuant to section 214 of the
    Communications Act of 1934, as amended, 47 U.S.C. § 214, and
    sections 63.04 and 63.24 of the Commission\'s rules, 47 C.F.R.
    §§ 63.04, 63.24, the applications to transfer international section
    214 authorizations from SunCom Wireless Holdings, Inc. to T-Mobile
    USA, Inc. are GRANTED, subject to the conditions set forth herein.

30. IT IS FURTHER ORDERED that, pursuant to section 214 of the
    Communications Act of 1934, as amended, 47 U.S.C. § 214, and section
    63.10 of the Commission's rules, 47 C.F.R. § 63.10, SunCom Wireless
    Licensee Company, LLC and SunCom Wireless Puerto Rico License Co.,
    LLC SHALL BE CLASSIFIED as a dominant international carriers in
    their provision of service on the U.S.-Croatia, U.S.-Germany,
    U.S.-Hungary, U.S.-Macedonia, and U.S.-Slovakia routes effective
    upon consummation of the transfers of the international section 214
    authorizations specified in this Memorandum Opinion and Order and
    Declaratory Ruling.

31. IT IS FURTHER ORDERED that, pursuant to section 214 of the
    Communications Act of 1934, as amended, 47 U.S.C. § 214, SunCom
    Wireless Licensee Company, LLC and SunCom Wireless Puerto Rico
    License Co., LLC SHALL RELINQUISH their existing authority under
    section 214 to serve the U.S.-Montenegro route effective upon
    consummation of the transfers of the international section 214
    authorizations specified in this Memorandum Opinion and Order and
    Declaratory Ruling.

32. IT IS FURTHER ORDERED that pursuant to section 310(b) of the
    Communications Act of 1934, as amended, 47 U.S.C. § 310(b), the
    petition for declaratory ruling filed by T-Mobile USA, Inc. and
    SunCom Wireless Holdings, Inc. IS GRANTED to the extent specified in
    this Memorandum Opinion and Order and Declaratory Ruling,

33. IT IS FURTHER ORDERED that, pursuant to sections 4(i) and (j), 214,
    309, and 310(b) and (d) of the Communications Act of 1934, as
    amended, 47 U.S.C. §§ 154(i), 154(j), 214, 309, 310(b), 310(d), the
    Petition to Adopt Conditions to Authorizations and Licenses filed
    jointly by the U.S. Department of Homeland Security, U.S. Department
    of Justice, and the Federal Bureau of Investigation on January 7,
    2008 and amended on January 9, 2008 IS GRANTED. Grant of the
    applications and the declaratory ruling IS CONDITIONED UPON
    compliance with the commitments set forth in the Executive Branch
    Agreements.

34. 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 order.

    FEDERAL COMMUNICATIONS COMMISSION

> Marlene H. Dortch
>
> Secretary

A**PPENDIX A**

**Post-Transaction Organizational Chart**

A**PPENDIX B**

**Executive Branch Petition and 2008 Amendment**

**Before the**

**Federal Communications Commission**

**Washington, D.C. 20554** 

 

+----------------------------------+---+--------------------------------+
| In re Applications of            | ) |                                |
|                                  |   |                                |
| SunCom Wireless Holdings, Inc.,  | ) | > WT Docket No. 07-237         |
|                                  |   |                                |
| > Transferor,                    | ) |                                |
|                                  |   |                                |
| and                              | ) |                                |
|                                  |   |                                |
| T-Mobile USA, Inc.               | ) |                                |
|                                  |   |                                |
| > Transferee                     | ) |                                |
|                                  | ) |                                |
| for Consent to Transfer Control  |   |                                |
| of Licenses and Authorizations   | ) |                                |
| Pursuant to Sections 214 and     |   |                                |
| 310(d) of the Communications Act | ) |                                |
|                                  |   |                                |
|                                  | ) |                                |
|                                  |   |                                |
|                                  | ) |                                |
|                                  |   |                                |
|                                  | ) |                                |
|                                  |   |                                |
|                                  | ) |                                |
|                                  |   |                                |
|                                  | ) |                                |
|                                  |   |                                |
|                                  | ) |                                |
|                                  |   |                                |
|                                  | ) |                                |
+----------------------------------+---+--------------------------------+

**PETITION TO ADOPT CONDITIONS TO**

**AUTHORIZATIONS AND LICENSES**

Pursuant to Section 1.41 of the Federal Communications Commission's
("FCC" or "Commission") rules,[^82] the Department of Homeland Security
("DHS"), with the Department of Justice ("DOJ") and the Federal Bureau
of Investigation ("FBI") (collectively, the "Agencies"), respectfully
submit this Petition to Adopt Conditions to Authorizations and Licenses
("Petition"). Through this Petition, the Agencies advise the Commission
that they have no objection to the Commission granting its consent in
the above-referenced proceeding, provided that the Commission condition
the grant on compliance by Deutsche Telekom AG ("DT"), T-Mobile USA,
Inc. ("T-Mobile") and SunCom Wireless Holdings, Inc. ("SunCom") with the
commitments and undertakings contained in the Agreement dated as of
January 12, 2001 ("Agreement") and amended as of January 4, 2007 (so in
original, intended to be January 4, 2008, "Amendment") between DT,
T-Mobile and SunCom and the Agencies. The Agreement is attached to the
Commission's decision consenting to DT's acquisition of VoiceStream
Wireless Corporation (FCC 01-142, released Apr. 27, 2001), of which
T-Mobile is the successor-in-interest. The Amendment is attached as
Exhibit 1.

In the above-captioned proceeding, T-Mobile and SunCom (together, the
"Applicants") have sought Commission consent to transfer control of
SunCom's wholly-owned, indirect licensee subsidiaries and their FCC
licenses and authorizations to T-Mobile.[^83] Upon consummation of the
proposed transaction, SunCom and its licensee subsidiaries will become
wholly-owned, indirect subsidiaries of T-Mobile, and thus wholly-owned,
indirect subsidiaries of DT.

As the Commission is aware, the Agencies have taken the position that
their ability to satisfy their obligations to protect the national
security, enforce the laws, and preserve the safety of the public could
be impaired by transactions in which foreign entities will own or will
operate a part of the U.S. telecommunications system, or in which
foreign-located facilities will be used to provide domestic
telecommunications services to U.S. customers. After discussions with
representatives of DT, T-Mobile and SunCom in connection with the
proposed request, the Agencies have concluded that the commitments set
forth in the Agreement and Amendment will help ensure that the Agencies
and other entities with responsibility for enforcing the law, protecting
the national security, and preserving public safety can proceed in a
legal, secure, and confidential manner to satisfy these
responsibilities. Accordingly, the Agencies hereby advise the Commission
that they withdraw the request to defer action of November 23, 2007, and
that they have no objection to the Commission granting the
above-referenced applications, provided that the Commission conditions
its consent on DT's and T-Mobile's compliance with the commitments set
forth in the Agreement and Amendment.

The Agencies are authorized to state that the Applicants do not object
to the grant of this Petition.

> Respectfully submitted,

+-------------------------------+--------------------------------------+
| [/S/ STEWART A.               | [/S/ KENNETH L.                      |
| BAKER]{.underline}            | WEINSTEIN]{.underline}               |
|                               |                                      |
| Mr. Stewart A. Baker          | Mr. Kenneth L. Weinstein             |
|                               |                                      |
| Assistant Secretary of Policy | Assistant Attorney General for       |
|                               | National Security United States      |
| United States Department of   | Department of Justice                |
| Homeland Security             |                                      |
|                               | 950 Pennsylvania Ave., N.W.          |
| 3801 Nebraska Ave., N.W.      |                                      |
|                               | Washington, D.C. 20530               |
| Washington, D.C. 20528        |                                      |
+-------------------------------+--------------------------------------+
| [/S/ ELAINE N.                |                                      |
| LAMMERT]{.underline}          |                                      |
|                               |                                      |
| Ms. Elaine N. Lammert         |                                      |
|                               |                                      |
| Deputy General Counsel        |                                      |
|                               |                                      |
| Federal Bureau of             |                                      |
| Investigation                 |                                      |
|                               |                                      |
| 935 Pennsylvania Avenue, N.W. |                                      |
|                               |                                      |
| Washington, D.C. 20530        |                                      |
+-------------------------------+--------------------------------------+

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**STATEMENT OF**

**COMMISSIONER MICHAEL J. COPPS**

 

*Re:       Applications of T-Mobile USA, Inc. and SunCom Wireless
Holdings, Inc. for Consent to Transfer Control of Licenses and
Authorizations, WT Docket No. 07-237.*

 

            Today's decision allows the smallest of the four nationwide
carriers to acquire spectrum and wireless customers in five states, as
well as Puerto Rico and the U.S. Virgin Islands.  The unopposed
transaction does not trigger the 70 MHz spectrum screen that the FCC
applied until several months ago (when, over my strong objection, it
raised that cap to 95 MHz).  Nor should it decrease competition in any
part of the United States because the company being acquired does
business almost entirely outside the existing footprint of the acquiring
company.  Instead, this transaction has strong potential to accelerate
the deployment of new high-speed services to customers of the acquired
company. Accordingly, I am pleased to approve this item.

[^1]: 47 U.S.C. §§ 214, 310(d).

[^2]: *See* Application to Transfer Control of Licenses Held by SunCom
    Wireless License Company, LLC to T-Mobile USA, Inc., File No.
    0003178152 (filed Oct. 1, 2007) ("Application"); Application to
    Transfer Control of Licenses Held by SunCom Wireless Puerto Rico
    License Co., LLC to T-Mobile USA, Inc., File No. 0003178835 (filed
    Oct. 1, 2007, amended Jan. 10, 2008). File No. 0003178152 has been
    designated the lead Application. The other application contains an
    exhibit referring to the exhibits attached to File no. 0003178152.
    Thus, for convenience, when referring to these applications, we only
    cite to the lead Application.

[^3]: *See* Application to Transfer Control of International Section 214
    Authorizations Held by SunCom Wireless License Company, LLC to
    T-Mobile USA, Inc., File No. ITC-T/C-20071001-00404, at 1 (filed
    Oct. 1, 2007); Application to Transfer Control of International
    Section 214 Authorizations Held by SunCom Wireless Puerto Rico
    License Co., LLC to T-Mobile USA, Inc., File No.
    ITC-T/C-20071001-00405, at 1 (filed Oct. 1, 2007) (collectively, the
    "214 Applications"). The authorization numbers associated with these
    file numbers are ITC-214-20010308-00124 (SunCom Wireless) and
    ITC-214-20070626-00246 (SunCom Wireless Puerto Rico).

[^4]: Petition for Clarification or, in the Alternative, Declaratory
    Ruling Under Section 310(b)(4) of the Communications Act of 1934, as
    Amended, and Request for Streamlined Processing, File No.
    ISP-PDR-20071001-00013, at 3 (filed Oct. 1, 2007) ("Petition for
    Declaratory Ruling") (citing Applications of VoiceStream Wireless
    Corporation, Powertel, Inc., Transferors, and Deutsche Telekom AG,
    Transferee, IB Docket No. 00-187, *Memorandum Opinion and Order*, 16
    FCC Rcd 9779, 9845, 9850-51 (2001) ("*DT-VoiceStream Order*");
    International Authorizations Granted, File No.
    ISP-PDR-20060510-00013, Public Notice, DA No. 06-2441, 21 FCC Rcd
    14062 (IB 2006) (extending T-Mobile's 310(b)(4) ruling to cover the
    AWS services); International Authorizations Granted, File No.
    ISP-PDR-20021231-00004, Public Notice, DA No. 03-829, 18 FCC Rcd
    5014 (IB 2003) (allowing T-Mobile/DT ownership in Cook Inlet/VS GSM
    VI PCS, LLC)).

[^5]: Petition for Declaratory Ruling at 3.

[^6]: Application, Description of Transaction at 4; T-Mobile Agrees to
    Acquire SunCom Wireless to Expand Network and Industry-Leading
    Customer Service to the Southeastern United States, Puerto Rico and
    U.S. Virgin Islands, Press Release, at 2 (Sept. 17, 2007) ("Merger
    Press Release"), *available at*
    http://www.t-mobile.com/company/PressReleases_Article.aspx?
    assetName=Prs_Prs_20070917&title=T-Mobile%20Agrees%20to%20Acquire%20SunCom%20Wireless
    (last visited Jan. 30, 2008); T-Mobile, Company Information,
    http://www.t-mobile.com/ Company/CompanyInfo.aspx?tp=
    Abt_Tab_CompanyOverview (last visited Jan. 30, 2008) ("T-Mobile
    Company Information").

[^7]: Application, Description of Transaction at 2.

[^8]: *Id*. at 3.

[^9]: *Id*. at 3.

[^10]: *Id*. at 2-3.

[^11]: SunCom Wireless Holdings, Inc., 10-Q, at 8 (Nov. 1, 2007)
    ("SunCom 10-Q"), *available at*
    http://www.sec.gov/Archives/edgar/data/
    1091973/000089322007003500/w41407e10vq.htm (last visited Jan. 30,
    2008).

[^12]: Application, Description of Transaction at 3; Petition for
    Declaratory Ruling at 2.

[^13]: Petition for Declaratory Ruling at 2.

[^14]: *See* T-Mobile USA, Inc., Form 602 (filed Oct. 1, 2007)
    ("T-Mobile Form 602"); *see also* Application, Description of
    Transaction at 3 (stating that "\[the FRG\] holds an approximate
    31.70 percent attributable ownership interest" in T-Mobile).
    Kreditanstalt fur Wiederaufbau ("KFW"), a bank organized under the
    laws of, and controlled by, the FRG, holds an approximately 16.87
    percent direct interest in DT. The FRG holds an approximately 80
    percent interest in KFW. *See* T-Mobile Form 602 at Attachment.

[^15]: Application, Description of Transaction at 4; SunCom, Investor
    Relations, http://www.suncom.com/
    investor_relations/investor_relations.shtml (last visited Jan. 30,
    2008) ("SunCom Investor Relations").

[^16]: Application, Description of Transaction at 4; Petition for
    Declaratory Ruling at 1-2; Merger Press Release at 2; SunCom, Market
    Area, http://www.suncom.com/investor_relations/market_area.shtml
    (last visited Jan. 30, 2008) ("SunCom Market Area") (providing
    service in North Carolina, South Carolina, northern Georgia, and
    parts of eastern Tennessee and southwestern Virginia).

[^17]: Application, Description of Transaction at 4; Petition for
    Declaratory Ruling at 1.

[^18]: SunCom Investor Relations at 1.

[^19]: SunCom Wireless Holdings, Inc., 10-K, at 1 (filed Mar. 9, 2007)
    ("SunCom 10-K"), *available at* http://www.sec.gov/Archives/
    edgar/data/1091973/000089322007000680/w30813e10vk.htm (last visited
    Jan. 30, 2008).

[^20]: Application, Description of Transaction at 4; Merger Press
    Release at 1; SunCom Investor Relations at 1; SunCom 10-K at 1;
    SunCom 10-Q at 14; SunCom Market Area at 1.

[^21]: Application, Description of Transaction at 4; Merger Press
    Release at 1.

[^22]: Application, Description of Transaction at 4.

[^23]: There will be a cash payment of \$1.6 billion and the assumption
    of approximately \$0.8 billion in net debt. Application, Description
    of Transaction at 4; Merger Press Release at 1.

[^24]: Application, Description of Transaction at 4; SunCom 10-Q at 8;
    SunCom 10-K at 1.

[^25]: Application, Description of Transaction at 4; SunCom 10-Q at 8;
    SunCom 10-K at 1.

[^26]: Application, Description of Transaction at 4; SunCom 10-Q at 8;
    SunCom 10-K at 1. A chart showing the post-transaction organization
    is contained in Appendix A.

[^27]: 47 U.S.C. § 310(b)(4). Applicants also filed a letter, dated
    January 10, 2008, providing additional ownership information as
    requested by the International Bureau. *See* Letter from Michele C.
    Farquhar, Counsel to SunCom Wireless Holding, Inc., to Marlene H.
    Dortch, Secretary, Federal Communications Commission (Jan. 10, 2008)

[^28]: Petition for Declaratory Ruling at 3.

[^29]: T-Mobile USA, Inc. and SunCom Wireless Holdings, Inc. Seek FCC
    Consent to Transfer Control of Licenses and Authorizations, WT
    Docket No. 07-237, *Public Notice*, DA 07-4372, at 1 (WTB rel. Oct.
    23, 2007) ("Public Notice").

[^30]: *Id*.

[^31]: Letter from Gregory Pinto, Director, Regulatory Policy, United
    States Department of Homeland Security, to Marlene H. Dortch,
    Secretary, Federal Communications Commission (dated Nov. 23, 2007).

[^32]: The Executive Branch Petition was originally filed on January 7,
    2008, but an amended version was filed on January 9, 2008.

[^33]: *See DT-VoiceStream Order,* 16 FCC Rcd at 9853.

[^34]: Petition to Adopt Conditions to Authorizations and Licenses
    (January 7, 2008); Petition to Adopt Conditions to Authorizations
    and Licenses (January 9, 2008) (attaching the January 4, 2008
    amendment as an attachment to the Executive Branch Petition). The
    2008 Amendment is dated January 4, 2007, but it was intended to be
    January 4, 2008. Executive Branch Petition at 1-2. The Executive
    Branch Petition and 2008 Amendment are attached in Appendix B.

[^35]: Letter from Charles Waldie, Jr., to Federal Communications
    Commission (Nov. 19, 2007) (*Waldie Letter*).

[^36]: 47 U.S.C. § 310(d).

[^37]: Section 310(d), 47 U.S.C. § 310(d), requires that we consider the
    applications as if the proposed transferee were applying for the
    licenses directly under section 308 of the Communications Act, 47
    U.S.C. § 308. *See, e.g.,* Applications of AT&T Inc. and Dobson
    Communications Corporation for Consent to Transfer Control, WT
    Docket No. 07-153, *Memorandum Opinion and Order*, 22 FCC Rcd 20295,
    20301 ¶ 10 (2007) ("*AT&T-Dobson Order*").

[^38]: *Id.*

[^39]: *Id.*

[^40]: *Id*. at 20302 ¶ 10.

[^41]: *Id.* at i, 6, 7; Merger Press Release at 1 ("The acquisition
    will further enhance T-Mobile's network coverage in the southeastern
    United States and the Caribbean through the complementary addition
    of SunCom's markets and customers in North Carolina, South Carolina,
    Tennessee, Georgia, Puerto Rico, and the U.S. Virgin Islands.").
    T-Mobile has no commercial operations throughout most of these areas
    and relies heavily on SunCom for roaming services. Application,
    Description of Transaction, at 7. The Applicants state that this
    transaction will round out T-Mobile's domestic footprint by allowing
    it to serve 98 of the top 100 markets in the United States and
    expanding its nationwide coverage from 244 million persons to 259
    million persons. *Id.* at i-ii, 7; Merger Press Release at 1.

[^42]: Application, Description of Transaction, at ii, 6-8. The
    Applicants state that the proposed transaction would facilitate
    T-Mobile's continued deployment of advanced wireless services and
    bring those services to SunCom customers more quickly. *Id.* at ii.
    The Applicants state that T-Mobile is preparing to roll out a UMTS
    network using the Advanced Wireless Service spectrum it acquired in
    Auction No. 66. This spectrum provides T-Mobile with sufficient
    capacity to introduce new broadband services into SunCom's license
    area, which SunCom may not be able to do with its existing spectrum
    holdings. Additionally, T-Mobile's efforts to deploy UMTS will be
    aided by the ability to overlay this technology on SunCom's existing
    network rather than building a new network. *Id.* at 11.

[^43]: *Id*. at 12.

[^44]: Among the factors the Commission considers in its public interest
    review is whether the applicant for a license has the requisite
    "citizenship, character, financial, technical, and other
    qualifications." 47 U.S.C. §§ 308, 310(d). *See also AT&T-Dobson*
    Order, 22 FCC Rcd 20302 ¶ 11. We have considered the arguments made
    in the *Waldie Letter* with respect to the quality of T-Mobile's
    service provision in his November 6, 2007 letter but they do not
    persuade us that it would be in the public interest to deny or
    condition our approval of these transfer of control applications.

[^45]: *See, e.g.,* *AT&T-Dobson* Order, 22 FCC Rcd 20306 ¶ 15;
    Horizontal Merger Guidelines, issued by the U.S. Department of
    Justice and the Federal Trade Commission, at § 0.1, n.6. (Apr. 2,
    1992, revised Apr. 8, 1997) ("*DOJ/FTC Merger Guidelines*").

[^46]: *See, e.g.,* *AT&T-Dobson* Order, 22 FCC Rcd 20307 ¶ 16.

[^47]: *Id.* at 20312-14 ¶¶ 30-31. This initial spectrum aggregation
    screen of 95 megahertz is approximately one-third of the 280
    megahertz of cellular, broadband Personal Communications Service,
    Specialized Mobile Radio, and 700 MHz spectrum suitable for mobile
    telephony. *Id.*

[^48]: *See* Petition for Declaratory Ruling, File No.
    ISP-PDR-20071001-00013.

[^49]: Petition for Declaratory Ruling (citing *DT-VoiceStream Order*,
    16 FCC Rcd 9779; International Authorizations Granted, File No.
    ISP-PDR-20060510-00013, *Public Notice*, DA No. 06-2441, 21 FCC Rcd
    14062 (IB 2006) (extending T-Mobile's 310(b)(4) ruling to cover the
    AWS services); International Authorizations Granted, File No.
    ISP-PDR-20021231-00004, Public Notice, DA No. 03-829, 18 FCC Rcd
    5014 (IB 2003) (allowing T-Mobile/DT ownership in Cook Inlet/VS GSM
    VI PCS, LLC)).

[^50]: Petition for Declaratory Ruling at 5; Application at 29.

[^51]: 47 U.S.C. § 310(b)(4), (d); *see* Rules and Policies on Foreign
    Participation in the U.S. Telecommunications Market, *Report and
    Order and Order on Reconsideration*, 12 FCC Rcd 23891 (1997)
    ("*Foreign Participation Order*"), *Order on Reconsideration*, 15
    FCC Rcd 18158 (2000).

[^52]: The Commission considers national security, law enforcement,
    foreign policy, and trade policy concerns when analyzing foreign
    investment pursuant to sections 310(b)(4) and 310(d). *Foreign
    Participation Order*, 12 FCC Rcd at 23918-21 ¶¶ 59-66. *See also
    infra* Section III.D (National Security, Law Enforcement, Foreign
    Policy, and Trade Concerns).

[^53]: Section 310(a) of the Communications Act prohibits any radio
    license from being "granted to or held by" a foreign government or
    its representative. 47 U.S.C. § 310(a). In this case, no foreign
    government or its representative holds any of the radio licenses.
    Section 310(b)(1)-(2) of the Communications Act prohibits common
    carrier, broadcast and aeronautical fixed or *en route* radio
    licenses from being "granted to or held by" aliens, or their
    representatives, or foreign corporations. 47 U.S.C. § 310(b)(1)-(2).
    We find that no alien, representative, or foreign corporation holds
    any of the common carrier licenses in this case. Accordingly, we
    find that the proposed transaction is not inconsistent with the
    foreign ownership provisions of section 310(a) or 310(b)(1)-(2) of
    the Communications Act. *See DT-VoiceStream Order*, 16 FCC Rcd at
    9804-9809 ¶¶ 38-48. Additionally, because the foreign investment in
    the SunCom Subsidiaries is held through a controlling U.S. parent
    company, T-Mobile, the proposed transaction does not trigger section
    310(b)(3) of the Communications Act, which places a 20% limit on
    alien, foreign corporate or foreign government ownership of entities
    that themselves hold common carrier, broadcast and aeronautical
    fixed or en route Title III licenses. *Compare* 47 U.S.C. §
    310(b)(3) *with* § 310(b)(4). *See* Request for Declaratory Ruling
    Concerning the Citizenship Requirements of Sections 310(b)(3) and
    (4) of the Communications Act of 1934, as amended, *Declaratory
    Ruling*, 103 F.C.C. 2d 511 (1985) ("*Wilner & Scheiner I*"), *recon.
    in part*, 1 FCC Rcd 12 (1986).

[^54]: 47 U.S.C. § 310(b)(4).

[^55]: *See* BBC License Subsidiary L.P., *Memorandum Opinion and
    Order*, 10 FCC Rcd 10968, 10973 ¶ 22 (1995) ("*BBC License
    Subsidiary*").

[^56]: *See id.* at 10972, 10973-74 ¶¶ 20, 24-25.

[^57]: *See id.* at 10972, 10973 ¶¶ 20, 23.

[^58]: 47 U.S.C. § 310(b)(4).

[^59]: *Foreign Participation Order*, 12 FCC Rcd at 23896, 23913, 23940
    ¶¶ 9, 50, 111-112.

[^60]: *Id*. The Commission stated, in the *Foreign Participation
    Order*, that it will deny an application if it finds that more than
    25 percent of the ownership of an entity that controls a common
    carrier radio licensee is attributable to parties whose principal
    place(s) of business are in non-WTO Member countries that do not
    offer effective competitive opportunities to U.S. investors in the
    particular service sector in which the applicant seeks to compete in
    the U.S. market, unless other public interest considerations
    outweigh that finding. *See id.*, 12 FCC Rcd at 23946 ¶ 131.

[^61]: To determine a foreign entity's home market for purposes of the
    public interest determination under section 310(b)(4), the
    Commission will identify and balance the following factors: (1) the
    country of a foreign entity's incorporation, organization or
    charter; (2) the nationality of all investment principals, officers,
    and directors; (3) the country in which the world headquarters is
    located; (4) the country in which the majority of the tangible
    property, including production, transmission, billing, information,
    and control facilities, is located; and (5) the country from which
    the foreign entity derives the greatest sales and revenues from its
    operations. *Foreign Participation Order*, 12 FCC Rcd at 23941 ¶ 116
    (citing Market Entry and Regulation of Foreign-Affiliated Entities,
    *Report and Order*, 11 FCC Rcd 3873, 3951 ¶ 207 (1995)**.**

[^62]: In calculating attributable alien equity interests in a parent
    company, the Commission uses a multiplier to dilute the percentage
    of each investor's equity interest in the parent company when those
    interests are held through intervening companies. The multiplier is
    applied to each link in the vertical ownership chain, regardless of
    whether any particular link in the chain represents a controlling
    interest in the company positioned in the next lower tier. *See BBC
    License Subsidiary*, 10 FCC Rcd at 10973-74 ¶¶ 24-25. By contrast,
    in calculating alien voting interests in a parent company, the
    multiplier is not applied to any link in the vertical ownership
    chain that constitutes a controlling interest in the company
    positioned in the next lower tier. *See id.* at 10973 ¶ 23; *see
    also Wilner & Scheiner I*, 103 F.C.C.2d at 522 ¶ 19.

[^63]: A chart showing the post-transaction organization is contained in
    Appendix A.

[^64]: *See DT-VoiceStream Order*, 16 FCC Rcd 9779. The Commission has
    also extended this ruling to cover the AWS services, *see*
    International Authorizations Granted, File No.
    ISP-PDR-20060510-0013, Public Notice, DA No. 06-2441, 21 FCC Rcd
    14062 (IB 2006), and issued rulings allowing T-Mobile/DT ownership
    in other common carriers, *see, e.g.,* ; International
    Authorizations Granted, File No. ISP-PDR-20060522-00009, Public
    Notice, DA No. 06-2567, 21 FCC Rcd 14739 (IB 2006) (allowing
    T-Mobile/DT ownership in Iowa Wireless); International
    Authorizations Granted, File No. ISP-PDR-20021231-00004, Public
    Notice, DA No. 03-829, 18 FCC Rcd 5014 (IB 2003) (allowing
    T-Mobile/DT ownership in Cook Inlet/VS GSM VI PCS, LLC).

[^65]: *See* discussion *supra* ¶ 11. As the Commission stated in the
    *Foreign Participation Order*, the commitments made by WTO Members,
    such as Germany, the Commission's regulatory safeguards, and
    antitrust law should adequately address competitive concerns
    resulting from participation by foreign carriers from WTO Member
    countries in the U.S. telecommunications market. *Foreign
    Participation Order*, 12 FCC Rcd at 23905-09 ¶¶ 33-41.

[^66]: *See, e.g., Foreign Ownership Guidelines*, 19 FCC Rcd 22612
    (2004), *erratum*, 21 FCC Rcd 6484 (2006).

[^67]: *See* 214 Applications, File Nos. ITC-T/C-20071001-00404 and
    ITC-T/C-20071001-00405.

[^68]: *See* 214 Applications, Attachment 1 at 4-9 (citing 47 C.F.R. §
    63.10).

[^69]: 47 U.S.C. § 214(a).

[^70]: *Foreign Participation Order*, 12 FCC Rcd at 23987, 23991-99 ¶¶
    215, 221-39. A carrier classified as dominant on a particular U.S.
    international route due to an affiliation with a foreign carrier
    that has market power on the foreign end of the route is subject to
    specific international dominant carrier safeguards set forth in
    section 63.10 of the rules. 47 C.F.R. § 63.10(c), (e).

[^71]: 47 C.F.R. § 63.09. *See* 214 Applications, Attachment 1 at 4-9.

[^72]: 47 C.F.R. § 63.10.

[^73]: *See* 214 Applications, Attachment 1 at 8-9.

[^74]: *Foreign Participation Order*, 12 FCC Rcd at 23918 ¶ 59;
    Amendment of the Commission's Regulatory Policies to Allow Non-U.S.
    Licensed Space Stations to Provide Domestic and International
    Satellite Service in the United States, IB Docket No. 96-111,
    *Report and Order*, 12 FCC Rcd 24094, 24170 ¶ 178 (1997).

[^75]: Letter from Gregory Pinto, Director, Regulatory Policy, United
    States Department of Homeland Security, to Marlene H. Dortch,
    Secretary, Federal Communications Commission (dated Nov. 23, 2007).

[^76]: Executive Branch Petition at 1-2.

[^77]: *Id.*at 2.

[^78]: *Id.*

[^79]: *See Foreign Participation Order*, 12 FCC Rcd at 23919-21 ¶¶
    61-66.

[^80]: *Id*. at 23919 ¶ 62.

[^81]: *See infra* ¶ 33.

[^82]: 47 C.F.R. § 1.41.

[^83]: *See* FCC File Nos. 0003178152, 0003178835,
    ITC-T/C-20071001-00404, ITC-T/C-20071001-00405 and
    ISP-PSR-20071001-00013.