Before the

Federal Communications Commission

Washington, D.C. 20554

In re Applications of )

)

NEOWORLD LICENSE HOLDINGS, INC. )

)

and )

)

HUGHES ELECTRONICS CORPORATION ) File Nos. 0000103142, *et al.*

) DA 00-1092

and )

)

WILMINGTON TRUST COMPANY, )

LIQUIDATING TRUSTEE )

)

For Consent to Assignment of Licenses )

**MEMORANDUM OPINION AND ORDER**

Adopted: August 3, 2000 Released: August 4, 2000

By the Deputy Chief, Wireless Telecommunications Bureau:

Table of Contents

Paragraph

**I. INTRODUCTION [2](#introduction)**

II\. BACKGROUND [2](#ii.-background)

II\. Discussion [3](#discussion)

A. Statutory Authority [3](#statutory-authority)

B. Qualifications [5](#qualifications)

C. Public Interest Analysis [7](#public-interest-analysis)

1\. Competitive Framework [7](#competitive-framework)

2\. Relevant Markets [7](#relevant-markets)

3\. Analysis of Potential Adverse Effects
[8](#analysis-of-potential-adverse-effects)

a\. Trunked Dispatch [8](#trunked-dispatch)

b\. Mobile Voice [8](#mobile-voice)

4\. Public Interest Benefits [8](#public-interest-benefits)

III\. CONCLUSION [9](#conclusion)

IV\. Ordering clauses [9](#ordering-clauses)

APPENDIX A -- Parties Filing Comments

#  INTRODUCTION

1 In this Order, we grant the applications filed by Neoworld License
Holdings, Inc., an indirect, wholly-owned subsidiary of Neoworld License
Holdings, LLC ("Neoworld"), Hughes Electronics Corporation ("Hughes"),
and Wilmington Trust Company, Liquidating Trustee ("Wilmington Trust")
(collectively, "Applicants"), for assignment of 900 MHz Specialized
Mobile Radio ("SMR") licenses and authorizations held by Hughes or
Wilmington Trust to Neoworld. We deny two pleadings objecting to or
requesting imposition of specific conditions on the assignments.

# II. BACKGROUND {#ii.-background .unnumbered}

2 Organized under the laws of Delaware, Neoworld is headquartered in
Bloomfield, New Jersey. Neoworld currently does not hold any Commission
licenses or authorizations.[^1]

3 Hughes and Wilmington Trust currently hold a number of 900 MHz SMR
licenses that they acquired from the bankruptcy estate of Geotek
Communications, Inc.[^2] On March 24, 2000, Neoworld, Hughes, and
Wilmington Trust entered into an Asset Purchase Agreement pursuant to
which Neoworld agreed to acquire the 900 MHz SMR licenses currently held
by Hughes and Wilmington Trust.[^3] According to Neoworld, it plans to
use the licenses to create a dispatch network, using a digital platform
with digital voice compression for radio transmission and digital
storage, to offer services as an alternative to existing dispatch
services.[^4]

4 On April 7, 2000, pursuant to section 310(d) of the Communications Act
of 1934, as amended ("the Act"),[^5] Wilmington Trust filed applications
seeking Commission consent to assign 59 900 MHz SMR MTA licenses and two
900 MHz SMR Designated Filing Area ("DFA") licenses to Neoworld. On
April 11, 2000, Hughes filed an application seeking Commission consent
to assign 20 900 MHz SMR MTA licenses to Neoworld. On May 12, 2000, by
delegated authority, the Bureau issued a Public Notice to announce that
all of the applications had been accepted for filing and to establish a
pleading cycle to enable interested parties to comment on the proposed
transaction.[^6]

5 In response to the *Acceptance Public Notice*, nine parties filed
comments in support of Commission grant of the assignments to
Neoworld.[^7] In addition, the Alliance for Radio Competition ("ARC")
filed comments recommending that the Commission grant the assignments to
Neoworld, subject to the condition that Neoworld be prohibited, for the
first five years after grant of the assignments to Neoworld, from
assigning to Nextel, or an affiliate of Nextel, any of the licenses that
were unconstructed or were constructed for less than one year.[^8] One
party, John V. Conway, MD, opposed the assignments.[^9]

6 As explained below, we find that the proposed assignments of licenses
from Hughes and Wilmington Trust to Neoworld pose no risk of harm to
U.S. telecommunications markets and would permit Neoworld to offer a
digital dispatch service. Accordingly, we find, pursuant to section
310(d) of the Act, that grant of the pending requests for assignment
would serve the public interest. Therefore, we deny both Dr. Conway's
objection to the assignments and ARC's request to impose conditions on
the instant licenses, and we grant the applications.

#  Discussion

## Statutory Authority

7 Section 310(d) of the Act provides, in pertinent part, that "\[n\]o
construction permit, or station license, or any rights thereunder, shall
be transferred, assigned, or disposed of in any manner, voluntarily or
involuntarily, directly or indirectly, or by transfer of control of any
corporation holding such permit or license, 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."[^10] Section 310(d) also requires the
Commission to consider the license transfer or assignment application as
if it were filed pursuant to section 308 of the Act, which governs
applications for new facilities and for renewal of existing
licenses.[^11]

8 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.[^12] In summary, the Applicants
bear the burden of demonstrating that the transaction will not violate
or interfere with the objectives of the Act or Commission rules, and
that the predominant effect of the transaction will be to advance the
public interest.[^13] Prior to approving the applications, we must
determine whether the Applicants have met this burden.[^14]

## Qualifications

9 In evaluating assignment applications under section 310(d) of the Act,
we do not re-evaluate the qualifications of assignors unless issues
related to basic qualifications have been designated for hearing by the
Commission or have been sufficiently raised in petitions to warrant the
designation of a hearing.[^15] In this case, no party has challenged the
basic qualifications of Hughes or Wilmington Trust.

10 By contrast, as a regular part of our public interest analysis, we
determine whether the proposed assignee is qualified to hold Commission
licenses.[^16] The only issues with respect to the basic qualifications
of Neoworld as assignee were raised by Dr. Conway, who alleges that
Neoworld has "extensive ties to Nextel."[^17] Dr. Conway further alleges
that Brian M. McAuley, who co-founded Nextel's predecessor company, "may
still be on the payroll of Nextel."[^18] Dr. Conway urges the Commission
to take depositions of key employees of both Neoworld and Nextel to
discover if oral or written agreements exist for the use of the licenses
to be assigned "for the financial benefit of Nextel."[^19]

11 We do not believe that Dr. Conway's allegations are sufficient to
warrant further investigation.[^20] Nextel is not a party to the instant
applications, and there is nothing in the record either indicating that
Nextel holds any interest in Neoworld or otherwise supporting Dr.
Conway's allegations.[^21] Indeed, the Applicants point out that
Neoworld will face competition from Nextel.

12 Dr. Conway also alleges that Neoworld is not financially qualified to
hold the licenses at issue, stating that the "\$150 million raised as
capital by Neoworld is insufficient to deploy these licenses."[^22]
Again, Dr. Conway provides no support for his assertion. Furthermore,
CMRS applicants generally are not required to provide detailed financial
plans for the construction of their systems.[^23] Rather, Applicants are
required to be "legally, technically, financially, and otherwise
qualified,"[^24] and Neoworld has certified that "it has the financial
resources available to acquire, construct and operate the facilities
which are the subject of this application, as well as the management
expertise to carry out its business objectives."[^25] Accordingly, we
find that Dr. Conway has provided insufficient information upon which
either to find Neoworld unqualified financially to hold the instant
licenses or to investigate this issue further.

13 Similarly, we decline to impose the condition proposed by ARC on the
licenses to be assigned to Neoworld. Although ARC does not raise issues
as to Neoworld's qualifications to hold the licenses at issue, ARC
requests that the Commission place restrictions on Neoworld's ability to
transfer or assign any of the licenses that were unconstructed or were
constructed for less than one year to Nextel, or an affiliate of Nextel,
for the first five years after grant of the assignments.[^26] ARC states
that such restrictions on the assignment or transfer of the licenses
will "prevent Neoworld from acting as an intermediary for Nextel,
allowing Nextel to circumvent its own Consent Decree restriction against
ownership prior to October 2000."[^27]

14 Again, nothing in the record supports the implication that Neoworld
is a stalking horse for Nextel. Moreover, we agree with the Applicants
that, if Neoworld should seek to transfer or assign these licenses to
Nextel, or to any other party, such application would require an
independent finding by the Commission that the transfer or assignment to
Nextel was in the public interest.[^28] Any concerns regarding Nextel's
qualifications to hold the licenses would be properly raised in that
context and at that time. Of course, we would take enforcement action if
Neoworld effected an unauthorized transfer of control of these licenses
to Nextel. We would expect the U.S. Department of Justice to take
appropriate measures if the Nextel Consent Decree restrictions are
violated.

15 For the reasons discussed above, we therefore deny the objections
raised by Dr. Conway and the request to condition the assignment filed
by ARC.

## Public Interest Analysis

### Competitive Framework

16 Where an assignment of licenses involves telecommunications service
providers, our public interest determination must be guided primarily by
the Act.[^29] Our analysis of competitive effects under the Commission's
public interest standard consists of three steps. First, we determine
the markets potentially affected by the proposed transaction.[^30]
Second, we assess the effects that the transaction may have on
competition in these markets.[^31] Third, we consider whether the
proposed transaction will result in transaction-specific public interest
benefits.[^32] Ultimately, we must weigh any harmful and beneficial
effects to determine whether, on balance, the transaction is likely to
enhance competition in the relevant markets.

### Relevant Markets

17 Neoworld states that it intends to use the licenses to establish "a
superior, cost-and spectrum-efficient dispatch system using a digital
platform combined with digital voice compression for radio transmission
and digital storage and switching technologies that will permit delivery
of features and functions highly-desired by dispatch users, but
unavailable using analog technology."[^33] Consistent with our decision
in the *Geotek Order*,[^34] which evaluated the relevant markets for the
same licenses, we will examine the competitive effects of this
transaction using the product market definitions that we employed in the
*Pittencrieff* decision.[^35] Specifically, we look at the proposed
transaction with respect to two product markets: trunked dispatch and
mobile voice.

### Analysis of Potential Adverse Effects

#### Trunked Dispatch

18 The market for trunked dispatch services includes carriers offering
on a commercial basis both one-to-one and one-to-many calling services
on trunked systems, employing either analog or digital network
architectures and primarily operating at 800 MHz, 900 MHz, and 220
MHz.[^36] As we have found in the past, trunked dispatch markets are
concentrated.[^37] Neoworld does not currently own or operate any
spectrum. Neoworld will be a new entrant into the market, utilizing
spectrum originally licensed to Geotek, but not currently being
used.[^38] Accordingly, we find that assignment of the instant licenses
to Neoworld will result in no adverse effects on competition in trunked
dispatch markets. Rather, as explained below, we find that the proposed
transaction will have pro-competitive benefits.

#### Mobile Voice

19 We define the mobile voice product market as consisting of all
commercially available two-way, mobile voice services, providing access
to the public switched telephone network via terrestrial systems.[^39]
These services are currently provided by cellular companies, broadband
personal communications services ("PCS") providers, and interconnected,
trunked SMR firms.[^40] Although Neoworld has stated that it anticipates
providing very limited interconnection capability to its customers, its
entry nevertheless would represent some additional, potential
competition in the mobile voice markets. We therefore conclude that the
proposed transaction would not adversely affect competition in the
mobile voice markets.

### Public Interest Benefits

20 Applicants contend that the proposed transaction would generate
pro-competitive benefits to consumers by introducing additional
competition into the concentrated dispatch market, and to a much lesser
degree, the mobile voice market.[^41] Applicants contend that Neoworld's
proposed service offering would provide business users a unique choice
in selecting third-party dispatch service, filling a niche not currently
being served.[^42] Traditional dispatch companies typically employ
analog technologies, which may not afford their customers privacy,
adequate capacity, or features. Applicants contend that Neoworld's
proposed digital system, designed specifically for dispatch rather than
mobile voice service, would provide a valuable alternative to business
users.[^43] Further, Applicants contend that the proposed digital SMR
system will allow for increased spectrum capacity and efficient spectrum
utilization, which will ultimately benefit consumers by lowering
costs.[^44] The overwhelming majority of comments received in response
to the *Acceptance Public Notice* support the proposed transaction
because of Neoworld's planned focus on digital dispatch service, and
these parties anticipate that Neoworld's services will produce
pro-competitive benefits in the dispatch market.[^45]

21 We agree with Applicants and the majority of the commenters that
creation of another competitor primarily focused on using this spectrum
to provide dispatch service constitutes a clear, transaction-specific
public interest benefit.

#  CONCLUSION

22 Based upon our review under section 310(d), we determine that this
transaction will not result in harm to competition in any relevant
market. We also determine that the proposed transaction will likely
result in public interest benefits. We therefore conclude that, on
balance, Applicants have demonstrated that these assignments serve the
public interest, convenience, and necessity. Accordingly, we grant the
applications.

#  Ordering clauses

23 IT IS ORDERED, pursuant to sections 4(i) and (j), 309, and 310(d) of
the Communications Act of 1934, as amended, 47 U.S.C. §§154(i) and (j),
309, and 310(d), that the objection to the applications found in the
Comments of John V. Conway, MD, IS DENIED.

24 IT IS ORDERED, pursuant to sections 4(i) and (j), 309, and 310(d) of
the Communications Act of 1934, as amended, 47 U.S.C. §§154(i) and (j),
309, and 310(d), that the request to impose conditions on the instant
licenses found in the Comments of The Alliance for Radio Competition IS
DENIED.

25 Accordingly, having reviewed the applications and the record in this
matter, IT IS ORDERED, pursuant to sections 4(i) and (j), 309, and
310(d) of the Communications Act of 1934, as amended, 47 U.S.C.
§§ 154(i) and (j), 309, and 310 (d), that the applications filed by
Neoworld License Holdings, Inc., Hughes Electronics Corporation, and
Wilmington Trust Company, Liquidating Trustee, in the above-captioned
proceeding ARE GRANTED.

26 This action is taken pursuant to authority delegated by 47 C.F.R. §
0.331.

FEDERAL COMMUNICATIONS COMMISSION

James D. Schlichting

Deputy Chief, Wireless Telecommunications Bureau

[^1]: *See* FCC Ownership Disclosure Information for the Wireless
    Telecommunications Services (FCC Form 602), filed April 26, 2000 by
    Neoworld License Holdings, Inc., as amended on May 5, 2000 and May
    10, 2000 ("Neoworld Form 602").

[^2]: *See Applications of Various Subsidiaries and Affiliates of Geotek
    Communications, Inc., and Wilmington Trust Company or Hughes
    Electronics Corporation, and Applications of Wilmington Trust
    Company or Hughes Electronics Corporation and FCI 900, Inc., For
    Consent to Assignment of 900 MHz Specialized Mobile Radio Licenses*,
    15 FCC Rcd 790 (WTB, 2000) ("*Geotek Order*"). In the *Geotek
    Order*, the Wireless Telecommunications Bureau ("Bureau") also
    granted its further consent to Hughes and Wilmington Trust to allow
    them to assign a portion of the licenses acquired from the Geotek
    bankruptcy estate to FCI 900, Inc., a subsidiary of Nextel
    Communications, Inc. ("Nextel"), in certain markets not covered by a
    Consent Decree between Nextel and the U.S. Department of Justice
    ("Nextel Consent Decree"). *Id.* at 791. The licenses proposed to be
    assigned to Neoworld are those remaining licenses held by Hughes and
    Wilmington Trust, which pertain to markets covered by the Nextel
    Consent Decree.

[^3]: *See* Applications of Neoworld License Holdings, Inc., Hughes
    Electronics Corporation, and Wilmington Trust Company for Assignment
    of Licenses, File Nos. 0000104291 and 0000103142, filed April 7,
    2000 and April 11, 2000, Public Interest Statement at 2 ("Public
    Interest Statement').

[^4]: *Id*.

[^5]: 47 U.S.C. § 310(d).

[^6]: *See* Neoworld License Holdings, Inc., Hughes Electronics
    Corporation, and Wilmington Trust Company Seek FCC Consent for
    Assignment of 900 MHz Specialized Mobile Radio Licenses, *Public
    Notice*, DA 00-1092 (rel. May 17, 2000) ("*Acceptance Public
    Notice*").

[^7]: *See* Comments of Communications Electronics of Virginia, Inc.
    filed June 16, 2000 ("Communications Electronics Comments");
    Comments of ComSpace Corporation, filed June 16, 2000 ("ComSpace
    Comments"); Comments of DFW Communications, filed June 16, 2000
    ("DFW Comments"); Comments of Global Telecom Group, Inc., filed June
    16, 2000 ("Global Telecom Comments"); Comments of Independence
    Communications, filed June 16, 2000 ("Independence Comments");
    Comments of JAN Communications and Electronics Co., Inc., filed June
    16, 2000 ("JAN Comments"); Comments of Regional Communications,
    Inc., filed June 16, 2000 ("Regional Comments"); and Comments of
    Communications USA, filed June 16, 2000 ("Communications USA
    Comments"). The Commission also received improperly filed comments
    from Metropolitan Communications, Inc. in support of the
    applications. *See* Comments of Metropolitan Communications, Inc.,
    dated June 16, 2000.

[^8]: *See* Comments of Alliance for Radio Competition, filed June 16,
    2000, at 6 ("ARC Comments"). ARC also requests that this restriction
    on transfer or assignment be imposed on any third party to which
    Neoworld might assign or transfer these same licenses during the
    initial five-year period. *Id*. at 8.

[^9]: *See* Comments of John V. Conway, MD, dated June 10, 2000 ("Conway
    Comments"). Though Dr. Conway's comments were improperly filed, we
    nevertheless address his comments below.

[^10]: 47 U.S.C. § 310(d).

[^11]: *Id*., 47 U.S.C. § 308.

[^12]: *See Applications of Aerial Communications, Inc., and VoiceStream
    Wireless Holding Corporation for Transfer of Control*, 2000 WL
    339806, at ¶ 9 (WTB/IB rel. Mar. 31, 2000) ("*VoiceStream/Aerial
    Order*") (citing *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, Inc. and
    MCI Communications Corporation for Transfer of Control of MCI
    Communications Corporation to WorldCom, Inc.*, CC Docket No. 97-211,
    13 FCC Rcd 18025, 18,030-33, ¶¶ 9-12 ("*WorldCom/MCI Order*")
    (citing *Applications of NYNEX Corporation and Bell Atlantic
    Corporation*, Memorandum Opinion and Order, 12 FCC Rcd 19,985,
    19,987 ¶ 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
    15, 351, 15,367 ¶ 33 (1997) ("*BT/MCI Order*")); *Applications of
    Vodafone AirTouch, PLC, and Bell Atlantic Corporation*, Memorandum
    Opinion and Order, DA 00-721, 2000 WL 332670, at ¶ 13 (WTB/IB rel.
    Mar. 30, 2000) ("*Bell Atlantic/Vodafone AirTouch Order*") (same).
    *See also*, *Applications of GTE Corporation and Bell Atlantic
    Corporation for Transfer of Control*, Memorandum Opinion and Order,
    CC Docket No. 98-184, FCC 00-221, at ¶ 22 (rel. June 16, 2000)
    ("*Bell Atlantic/GTE Order*").

[^13]: *VoiceStream/Aerial Order*, 2000 WL 339806, at ¶ 9, n. 20 (citing
    *WorldCom/MCI Order*, 13 FCC Rcd at 18,031 ¶ 10 n.33 (citing 47
    U.S.C. § 309(e) (burdens of proceeding and proof rest with the
    applicant)) and *LeFlore Broadcasting Co., Inc.*, Docket No. 20026,
    Initial Decision, 66 F.C.C. 2d 734, 736-37 ¶¶ 2-3 (1975) (burden of
    proof is on licensee on issue of whether applicants have the
    requisite qualifications to be or to remain Commission licensees and
    whether grant of applications would serve public interest,
    convenience and necessity)); *Bell Atlantic/Vodafone AirTouch
    Order*, 2000 WL 332670, at ¶ 13, n. 23 (same). *See also*, *Bell
    Atlantic/GTE Order*, FCC 00-221, at ¶ 22, n. 63.

[^14]: *VoiceStream/Aerial Order*, 2000 WL 339806, at ¶ 9, n.
    21(*citing* *Bell Atlantic/NYNEX Order,* 12 FCC Rcd at 20,001,
    20,007, ¶¶ 29, 36; *BT/MCI Order*, 12 FCC Rcd at 15,367 ¶ 33); *Bell
    Atlantic/Vodafone AirTouch Order*, 2000 WL 332670, at ¶ 13, n. 24
    (same).

[^15]: *See VoiceStream/Aerial Order*, 2000 WL 339806, at ¶ 9, n. 22
    (citing *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)); *Bell Atlantic/Vodafone AirTouch Order*, 2000 WL 332670, at
    ¶ 14, n. 25 (same). *See 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.*

[^16]: *See In re applications of AirTouch Communications, Inc. and
    Vodafone Group*, *Plc*, Memorandum Opinion and Ord*e*r, DA 99-1200,
    1999 WL 413,237 (WTB rel. June 22, 1999) at ¶¶ 5-9
    ("*Vodafone/AirTouch Order*").

[^17]: *See* Conway Comments at 1.

[^18]: *Id*.

[^19]: *Id*. While Dr. Conway does not explicitly state this, we presume
    that his concern is that Nextel will gain control of the licenses in
    violation of the Nextel Consent Decree.

[^20]: Section 1.939(d) of the Commission's rules requires that "a
    petition to deny must contain specific allegations of fact
    sufficient to make a *prima facie* showing that the petitioner is a
    party in interest and that a grant of the application would be
    inconsistent with the pubic interest, convenience and necessity.
    Such allegations of fact, except for those of which official notice
    may be taken, shall be supported by affidavit of a person or persons
    with personal knowledge thereof." *See* 47 C.F.R. § 1.939. *See
    also* 47 U.S.C. § 309(d)(1).

[^21]: *See* Neoworld Form 602. ARC raises vague allegations in its
    comments that the "majority of Neoworld's investors are seed Nextel
    investors, *e.g.* Madison Dearborn." *See* ARC Comments at 5. Even
    assuming that this is true, however, it is likely that the same
    institutional investors may hold interests in a number of different
    Commission licensees. The mere fact that two licensees may have
    similar institutional investors is not determinative of an identify
    of interest without more specific information about the percentage
    and character of interest held.

[^22]: *See* Conway Comments at 1.

[^23]: *But see* 47 C.F.R. § 22.937 (imposing detailed financial
    showings for applicants for new cellular radiotelephone systems).

[^24]: *See* 47 C.F.R. § 1.946(c)(2). *See also* 47 C.F.R. § 1.903(b).

[^25]: *See* Public Interest Statement at 3.

[^26]: *See* ARC Comments at 6. ARC also supports granting an extension
    of the construction period for these licenses; however, Applicants
    have not requested such an extension as part of these applications.
    Hughes and Geotek filed such a request on June 16, 1999 (s*ee*
    Wireless Telecommunications Bureau Seeks Comment on a Request for
    Waiver of the Coverage Requirements for 900 MHz SMR Licensees Filed
    by Geotek Communications, Inc. and Hughes Networks Systems, *Public
    Notice*, DA 99-1283 (June 30, 1999)), but in its reply comments,
    Neoworld states that it intends to discuss the pending request and
    "other matters relating to its build-out schedule" after the
    Commission takes action on the instant assignment applications.
    *See* Reply Comments of Neoworld License Holdings, Inc., filed June
    30, 2000, at 4 n. 6 ("Neoworld Reply Comments").

[^27]: *Id*. at 8.

[^28]: *See* Neoworld Reply Comments at 5-6; Reply of Hughes Network
    Systems and Wilmington Trust Company, filed June 30, 2000, at 2
    ("Creditors' Joint Reply"). Further, Nextel is not a party to the
    proposed transaction, and the Commission is expressly barred from
    considering "whether the public interest, convenience, and necessity
    might be served by the transfer, assignment, or disposal of the
    permit or license to a person other than the proposed transferee or
    assignee." *See* 47 U.S.C. § 310(d).

[^29]: We note that the 1996 amendments to the Communications Act were
    specifically intended to produce competitive telecommunications
    markets. *AT&T Corporation, et al., v. Iowa Utils. Bd.,* 525 US 366,
    371 (1999).

[^30]: 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.

[^31]: Depending on circumstances, this step may include the
    identification of market participants and analysis of market
    structure, market concentration, and potential entry.

[^32]: These include but may extend beyond factors relating to cost
    reductions, productivity enhancements, or improved incentives for
    innovation*. See* *VoiceStream/Aerial Order*, 2000 WL 339806, at ¶
    30, n. 82 (citing *Bell Atlantic/NYNEX Order*, 12 FCC Rcd at 20,014,
    ¶ 49; *BT/MCI Order*, 12 FCC Rcd at 15,368, ¶ 35); *Bell
    Atlantic/Vodafone AirTouch Order*, 2000 WL 332670, at ¶ 25, n. 49
    (same). *See also*, Horizontal Merger Guidelines Issued by the U.S.
    Department of Justice and the Federal Trade Commission, 57 Fed. Reg.
    41,552, §§ 2.1, 2.2, 4 (dated Apr. 2, 1992, as revised, Apr. 8,
    1997).

[^33]: Public Interest Statement at 2.

[^34]: *See Geotek Order*, 15 FCC Rcd at 802-803, ¶¶ 26-27.

[^35]: Pittencrieff Communications, Inc., Transferor, and Nextel
    Communications, Inc., Transferee, For Consent to Transfer Control of
    Pittencrieff Communications, Inc. and its Subsidiaries, *Memorandum
    Opinion and Order,* 13 FCC Rcd 8935, 8946, 8948, 8953, ¶¶ 24, 30,
    42-43. (WTB 1997) ("*Pittencrieff*")*.*

[^36]: *See Geotek Order*, 15 FCC Rcd at 805, ¶ 32 (citing
    *Pittencrieff*, 13 FCC Rcd 8948-49, at ¶ 30). We also determine
    that, for purposes of this proceeding, the relevant geographic
    markets are primarily local, consistent with our findings in
    *Pittencrieff* with respect to dispatch services and with all our
    recent reviews of transactions with respect to mobile voice
    services. *See, generally,* In re Applications of Vanguard Cellular
    Systems, Inc. and Winston, Inc., *Memorandum Opinion and Order*, 14
    FCC Rcd 3844 (WTB 1999); 360° Communications Company and ALLTEL
    Corporation, *Memorandum Opinion and Order*, 14 FCC Rcd 2005 (WTB
    1998).

[^37]: *See Geotek Order*, 15 FCC Rcd at 805, ¶ 33. See *also*, *Fourth
    CMRS Competition Report*, 14 FCC Rcd 10145, 10192 (1999).

[^38]: Public Interest Statement at 9-10.

[^39]: *See Geotek Order*, 15 FCC Rcd at 804, ¶30.

[^40]: *Id*.

[^41]: Public Interest Statement at 10-11, 12.

[^42]: *Id*. at 10-11.

[^43]: *Id.* Neoworld contrasts its proposed digital dispatch service
    with the digital dispatch of other providers, such as Nextel, that
    have a more expanded mobile voice offering. *Id*.

[^44]: *Id*. at 12.

[^45]: *See* Communications Electronics Comments at 1; ComSpace Comments
    at 2; DFW Comments at 1; Global Telecom Comments at 1; Independence
    Comments at 1; JAN Comments at 1; Regional Comments at 1; and
    Communications USA Comments at 1. While proposing conditions on
    future assignment or transfer of the instant licenses to Nextel, ARC
    still supports grant of the proposed transaction (and assignments to
    Neoworld) for its pro-competitive benefits. *See* ARC Comments at 6.