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 Federal  Communications  Commission  FCC  03-  319 
 Before  the  Federal  Communications  Commission 
 Washington,  D.  C.  20554 


 In  the  Matter  of 
 WorldCom,  Inc.  and  its  Subsidiaries  (debtors-in-  possession),  Transferor, 


 and 
 MCI,  Inc.,  Transferee, 
 Applications  for  Consent  to  Transfer  and/  or  Assign  Section  214  Authorizations,  Section 
 310  Licenses,  and  Submarine  Cable  Landing  Licenses 


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 WC  Docket  No.  02-  215 


 MEMORANDUM  OPINION  AND  ORDER 
 Adopted:  December  15,  2003  Released:  December  19,  2003 
 By  the  Commission: 


 I.  INTRODUCTION 
 1.  We  have  before  us  assignment  and  transfer  of  control  applications  seeking  authority  to  assign  or  transfer  control  of  section  214  authorizations,  section  310  licenses,  and  submarine 


 cable  landing  licenses  held  by  WorldCom,  Inc.  (debtor-  in-  possession)  d/  b/  a  MCI  (  WorldCom  DIP,  WorldCom,  or  applicant)  and  its  subsidiaries  as  debtors-  in-  possession  to  the  newly 
 formed  MCI,  Inc.  (  MCI).  1  Our  approval  of  these  applications  is  necessary  to  effectuate  WorldCom  DIPs  reorganization  and  emergence  from  bankruptcy.  As  discussed  below,  we 
 conclude,  pursuant  to  our  review  under  sections  214(  a)  and  310(  d)  of  the  Communications  Act  of  1934,  as  amended  (the  Act),  and  under  section  2  of  the  Cable  Landing  License  Act  2  that 
 approval  of  the  Applications  will  serve  the  public  interest,  convenience,  and  necessity. 


 1  See,  e.  g.,  Application  of  WorldCom,  Inc.  (debtor-  in-  possession)  d/  b/  a  MCI  and  Certain  of  its  Subsidiaries  (as 
 debtors-  in-  possession)  for  Authorization  to  Transfer  and/  or  Assign  Blanket  Domestic  Section  214  Authorization  and  International  Section  214  Authorizations,  WC  Docket  No.  02-  215  (filed  June  13,  2003)  (Application). 


 2  See  An  Act  Relating  to  the  Landing  and  Operation  of  Submarine  Cables  in  the  United  States,  47  U.  S.  C.    34- 
 39  (  Cable  Landing  License  Act),  at    35. 
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 2.  In  this  Order,  we  address  a  reformed  debtor-  in-  possession  seeking  to  finalize  its  reorganization  pursuant  to  the  bankruptcy  laws.  Since  petitioning  for  bankruptcy,  WorldCom 
 DIP  has  aggressively  rid  itself  of  the  individuals  who  allegedly  committed  acts  of  corporate  fraud  3  and  has  substantially  reformed  the  corporate  structures  and  policies  that  enabled  such 
 alleged  fraud  to  occur.  In  the  aftermath  of  public  revelations  concerning  WorldComs  accounting  problems,  we  review  the  qualifications  of  WorldCom  and  MCI  in  the  context  of  these 
 license  and  authorization  transfers  to  the  newly  formed  MCI.  As  explained  in  detail  below,  the  Commission  has  an  obligation  to  undertake  its  own  independent  assessment  of  whether  an 
 applicant  has  the  basic  qualifications  to  be  a  Commission  licensee,  but  we  see  no  reason  here  to  second-  guess  the  extensive  corporate  governance  reforms  made  under  the  careful  review  and 
 special  expertise  of  expert  agencies  including  the  SEC  and  the  federal  courts  that  have  been  involved  in  proceedings  related  to  WorldComs  proposed  reorganization.  Thus,  on  matters  of 
 corporate  governance  reforms  in  this  case,  we  give  due  attention  to  the  extensive  review  by  several  other  expert  federal  agencies  and  courts.  Although  final  decisions  on  liability  for  the  acts 
 committed  under  the  pre-  bankruptcy  WorldCom  continue  to  proceed  in  other  fora,  the  applicants  have  established  that  granting  their  applications  is  in  the  public  interest. 


 II.  BACKGROUND 
 3.  On  June  25,  2002,  WorldCom  publicly  disclosed  substantial  accounting  improprieties.  4  On  July  21,  2002  and  November  8,  2002,  WorldCom  and  221  of  its  direct  and 


 indirect  domestic  subsidiaries  filed  voluntary  bankruptcy  petitions  under  chapter  11  of  the  United  States  Code  in  the  Bankruptcy  Court  for  the  Southern  District  of  New  York.  5  On  August 
 16,  2002,  WorldCom  and  its  subsidiaries  filed  applications  seeking  Commission  approval  of  the  involuntary  pro  forma  assignment  of  the  licenses  and  authorizations  held  by  WorldCom  and 
 some  of  its  subsidiaries  to  WorldCom  and  those  subsidiaries  as  debtors-  in-  possession.  6  The 
 3  Civil  and  criminal  charges  have  been  levied  against  several  of  WorldComs  former  officers  including  former 
 Chief  Executive  Officer  Bernard  J.  Ebbers,  former  WorldCom  Controller  David  F.  Myers,  former  WorldCom  Director  of  General  Accounting  Buford  "Buddy"  Yates,  Jr.,  and  former  accountants  in  WorldCom's  General 


 Accounting  Department,  Betty  L.  Vinson  and  Troy  M.  Normand.  These  former  officers  and  employees  have  no  ongoing  relationship  with  the  applicant.  See,  e.  g.,  WorldCom  Reply  at  4.  Some  of  these  former  officers  and 
 employees  have  pled  guilty  to  criminal  charges.  See,  e.  g.,  Susan  Pulliam  and  Jared  Sandberg,  Two  WorldCom  Ex-Staffers  Plead  Guilty  to  Fraud,  WALL  ST.  J.,  Oct.  11,  2002,  at  A3  (describing  guilty  pleas  from  Vinson,  Normand, 
 Yates,  and  Myers.) 
 4  Application  at  7;  see  also  WorldCom,  WorldCom  Announces  Intention  to  Restate  2001  and  First  Quarter  2002 
 Financial  Statements,  Press  Release  (dated  June  25,  2002);  WorldCom,  SEC  Form  8-  K  (filed  June  25,  2002). 
 5  Application  at  2,  7;  see  also  In  re  WorldCom,  Inc.,  et  al.,  Chap.  11  Case  No.  02-  13533  (AJG),  Voluntary 
 Petition  (Bankr.  S.  D.  N.  Y.  July  21,  2002);  In  re  WorldCom,  Inc.,  et  al.,  Chap.  11  Case  No.  02-  13533  (AJG),  Notice  of  Commencement  of  Chapter  11  Cases  and  First  Day  Motions  (Bankr.  S.  D.  N.  Y.  Nov.  8,  2002). 


 6  See,  e.  g.,  WorldCom  Inc.,  on  Behalf  of  its  Subsidiary  MCI  Communications  Corp.,  Application  for  Authority  for 
 Pro  Forma  Assignment  of  Cable  Landing  Licenses,  WC  Docket  02-  215  (filed  Aug.  16,  2002).  At  this  time,  WorldCom  also  notified  the  Commission  of  its  debtor-  in-  possession  status  in  compliance  with  Rule  63.03(  d)(  2). 


 See  47  C.  F.  R.    63.03(  d)(  2);  Letter  from  Richard  S.  Whitt  and  Karen  M.  Johnson,  WorldCom,  to  Marlene  H.  Dortch,  Secretary,  FCC,  Docket  No.  WC  02-  215  (filed  Aug.  16,  2002)  (WorldCom  Rule  63.03(  d)(  2)  Notice). 
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 Commission  approved  the  assignment  to  WorldCom  and  its  subsidiaries  as  debtors-  in-possession.  7  The  applications  under  review  in  this  Order  seek  Commission  authorization  for 
 WorldCom  DIP  to  transfer  its  licenses  and  authorizations  to  the  reorganized  MCI,  Inc.  in  connection  with  its  emergence  from  bankruptcy. 


 A.  Transferor 
 4.  WorldCom  is  a  Georgia  corporation  with  its  principal  place  of  business  in  Ashburn,  Virginia  employing  approximately  55,000  people.  8  WorldCom  provides  local,  long  distance, 


 switched  access,  broadband,  Internet  access,  and  Internet  backbone  services  throughout  the  United  States.  9  WorldCom  serves  over  20  million  customers  worldwide  ranging  from  residential 
 and  small  business  consumers  to  large  businesses  and  government  offices.  10  WorldComs  Internet  backbone  spans  six  continents  (reaching  over  2,800  cities  in  140  countries),  includes 
 4,500  points  of  presence,  supports  over  3.2  million  dial  modems  and  consists  of  over  98,000  global  network  route  miles,  including  terrestrial  undersea  cable.  11  WorldCom  is  also  a  large 
 facilities-  based  provider  of  communications  services.  Through  acquisitions  of  companies  such  as  Williams  Telecommunications  Group,  Inc.,  MFS  Communications  Company,  Brooks  Fiber, 
 and  MCI  Communications  Corporation,  WorldCom  has  gained  substantial  local  and  long  distance  fiber  optic  and  microwave  transmission  facilities  in  and  around  numerous  cities 
 throughout  the  United  States  and  Europe.  12  WorldCom  states  that  it  possesses  affiliates  in  a  variety  of  countries  worldwide  13  and  that  it  qualifies  for  non-  dominant  status  on  all  international 
 routes  except  on  the  U.  S.-  Brazil  route.  14 


 7  See  Wireless  Telecommunications  Bureau  Grants  Applications  for  Assignment  of  Licenses  to  WorldCom,  Inc. 
 and  its  Subsidiaries  as  Debtors  In  Possession,  WC  Docket  No.  02-  215,  Public  Notice,  17  FCC  Rcd  24530  (WTB  2002);  International  Authorizations  Granted,  Public  Notice,  18  FCC  Rcd  7142  (Intl  Bur.  2003)  (cable  landing 


 licenses);  International  Authorizations  Granted,  Public  Notice,  18  FCC  Rcd  7142  (Intl  Bur.  2003)  (international  section  214  authorizations);  Cable  Television  Relay  Service  (CARS)  Applications  re:  Actions  on  Pending 
 Applications,  Public  Notice,  Report  No.  3878,  2002  WL  31828901  (MB  rel.  Dec.  18,  2002). 
 8  Application  at  4,  26;  WorldCom  Reply,  Ex.  2,  Written  Statement  of  Nicholas  DeB.  Katzenbach,  The  WorldCom 
 Case:  Looking  at  Bankruptcy  and  Competition  Issues:  Hearing  Before  the  Senate  Committee  on  the  Judiciary  at  2,  5  (July  22,  2003)  (Katzenbach  Testimony). 


 9  Id.  at  4. 
 10  Id.  at  4-  5. 
 11  Id.  at  5. 
 12  Id.  at  5-  7. 
 13  Application  at  28;  Application,  Ex.  G. 
 14  Application  at  25,  29-  30. 
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 B.  Transferee 
 5.  WorldCom  will  become  MCI  upon  consummation  of  the  Plan  of  Reorganization  (  Plan)  and  its  emergence  from  bankruptcy.  15  MCI  will  be  a  Delaware  corporation  with 


 principal  offices  in  Ashburn,  Virginia.  16  MCI  will  continue  to  hold  an  ownership  interest  in  Empresa  Brasileira  de  Telecommunicacoes,  S.  A.  (Embratel),  and  the  applicant  agrees  to 
 continue  to  be  classified  as  dominant  on  the  U.  S.-  Brazil  route  pursuant  to  section  63.10  of  the  Commissions  rules.  17 


 C.  The  Proposed  Transaction 
 1.  Terms  of  the  Transaction 
 6.  WorldComs  proposed  reorganization  contemplates  the  creation  of  15  classes  of  holders  of  claims  against,  and  equity  interests  in,  WorldCom.  18  The  Plan  specifies  that  each  class 


 of  individuals  and  entities  with  allowed  claims  will  receive,  generally  speaking,  a  cash  payment  and/  or  securities  in  the  form  of  new  common  stock  and/  or  senior  unsecured  notes,  in  exchange 
 for  complete  and  full  satisfaction  of  such  allowed  claims.  19  The  Plan  calls  for  the  new  common  stock  and  new  notes  to  be  issued  according  to  the  following  aggregate  distribution  of  new 
 securities:  (i)  up  to  two  billion  shares  of  new  common  stock,  par  value  $  0.01  per  share,  and  (ii)  between  $4.5  and  $5.5  billion  of  new  notes.  20  It  is  estimated  that  an  aggregate  of  approximately 
 318  million  shares  of  new  common  stock  of  the  reorganized  company  will  be  issued  to  holders  of  allowed  claims.  Upon  consummation  of  the  Plan,  all  previous  equity  interests  in  WorldCom 
 and  certain  of  its  subsidiaries  will  extinguish.  21 
 7.  Under  the  Plan,  no  single  shareholder  will  own  a  controlling  interest  in  MCI.  However,  the  Applicants  state  that  two  parties,  Matlin  Patterson  Global  Opportunities  Partners, 


 L.  P.  and  Financial  Ventures,  L.  L.  C.,  each  will  own  beneficially  more  than  five  percent  of  the  new  common  stock  of  MCI  as  of  the  effective  date  of  the  companys  emergence  from  Chapter  11 


 15  Id.  at  4,  26. 
 16  Id.  at  4,  26. 
 17  Id.  at  25,  28;  see  also  47  C.  F.  R.    63.  10.  We  note  that  the  applicant  reserves  its  right  to  petition  for 
 reclassification  at  a  later  date.  Application  at  25,  30. 
 18  Application  at  12;  In  re  WorldCom,  Inc.,  et  al.,  Chap.  11  Case  No.  02-  13533  (AJG),  Modified  Second 
 Amended  Joint  Plan  of  Reorganization  Under  Chapter  11  of  the  Bankruptcy  Code  (Bankr.  S.  D.  N.  Y.  Oct.  21,  2002). 
 19  Application  at  2,  12 


 20  Id.  at  12. 
 21  See  In  re  WorldCom,  Inc.,  et  al.,  Chap.  11  Case  No.  02-  13533  (AJG),  Modified  Second  Amended  Joint  Plan  of 
 Reorganization  Under  Chapter  11  of  the  Bankruptcy  Code  (Bankr.  S.  D.  N.  Y.  Oct.  21,  2002). 
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 bankruptcy.  22  No  other  holder  of  allowed  claims  will  receive  a  distribution  of  new  common  stock  that  would  provide  that  holder  with  ten  percent  or  greater  ownership  in  MCI. 
 2.  Public  Comment 
 8.  On  July  9,  2003,  the  Commission  issued  a  consolidated  Public  Notice  in  WC  Docket  No.  02-  215,  finding  the  applications  acceptable  for  filing  on  initial  review  and  setting  forth  a 


 two-  part  pleading  cycle  to  permit  interested  parties  an  opportunity  to  comment.  23  In  addition  to  the  Applicants,  several  parties  filed  comments,  reply  comments,  or  other  pleadings  in  this 
 docket.  The  Official  Committee  of  Unsecured  Creditors  of  WorldCom,  Inc,  et  al.  (Unsecured  Creditors  Committee)  filed  comments  and  reply  comments  in  support  of  the  application.  24  The 
 Office  of  Communications  of  the  United  Church  of  Christ  (UCC)  filed  a  Petition  to  Deny  the  applications,  contending  that  the  alleged  fraud  perpetrated  by  various  officers  and  employees  of 
 WorldCom  makes  the  applicant  unfit  to  hold  Commission  licenses  and  UCC  also  requests  that  the  Commission  designate  these  applications  for  a  hearing  on  character  qualification  issues.  25 
 We  also  note  that  the  UCC  Petition  incorporates  by  reference  its  October  15,  2002  petition  seeking  Commission  adoption  of  a  Notice  of  Proposed  Rulemaking  and  initiation  of  a  section 
 403  inquiry  regarding  the  establishment  of  new  standards  of  conduct  to  be  required  of  all  telecommunications  providers  receiving  authorizations  to  operate  from  the  Commission.  26  We 
 make  no  determination  in  this  Order  regarding  the  merits  of  UCCs  Petition  for  Rulemaking.  Margaret  Snyder  filed  a  Petition  to  Deny  the  application  on  the  basis  of  the  alleged  fraud 
 perpetrated  by  various  officers  and  employees  of  WorldCom,  before  the  Commission  and  other  governmental  agencies.  27  Ms.  Snyder  has  supplemented  her  Petition  to  Deny  six  times  to  discuss 


 22  Application  at  28. 
 23  Commission  Seeks  Comment  on  Applications  for  Consent  to  Assign  and/  or  Transfer  Control  of  Licenses  and 
 Authorizations  Filed  by  WorldCom,  Inc.  (Debtor-  In-  Possession)  and  MCI,  Inc.,  WC  Docket  No.  02-  215,  Public  Notice,  18  FCC  Rcd  14179  (2003),  corrected  by  Erratum  to  DA  03-  2193  (rel.  July  14.  2003)  (July  9,  2003  Public 


 Notice). 
 24  Comments  of  the  Official  Committee  of  Unsecured  Creditors  of  WorldCom,  Inc.,  et  al.,  WC  Docket  No.  02- 
 215  (filed  Aug.  8,  2003)  (Unsecured  Creditors  Committee  Comments);  Reply  Comments  of  the  Official  Committee  of  Unsecured  Creditors  of  WorldCom,  Inc.,  et  al.,  WC  Docket  No.  02-  215  (filed  Aug.  18,  2003)  (Unsecured 


 Creditors  Committee  Reply). 
 25  Office  of  Communication  of  the  United  Church  of  Christ,  Inc.,  Petition  to  Deny,  WC  Docket  No.  02-  215  at  2-  5 
 (filed  Aug.  8,  2003)  (UCC  Petition).  We  note  that  on  December  5,  2002,  the  Wireless  Telecommunications  Bureau  denied  UCCs  informal  objection  to  WorldComs  pro  forma  application  to  transfer  licenses  to  its  debtor-  in-possession 


 status.  See  Wireless  Telecommunications  Bureau  Grants  Applications  for  Assignment  of  Licenses  to  WorldCom,  Inc.  and  its  Subsidiaries  as  Debtors  In  Possession,  WC  Docket  No.  02-  215,  Public  Notice,  17  FCC  Rcd 
 24530  (WTB  2002). 
 26  Office  of  Communication  of  the  United  Church  of  Christ,  Petition  for  Rulemaking  and  Request  for  Initiation  of 
   403  Proceeding  into  Character  of  WorldCom,  Inc.  and  Other  Commission  Licensees,  RM-  10613  (filed  Oct.  15,  2002). 


 27  See  generally  Margaret  F.  Snyder,  Petition  to  Deny  Transfer  of  Licenses,  Authorizations,  and  Certifications  of 
 WorldCom,  Inc.,  WC  Docket  No.  02-  215  (filed  Aug.  7,  2003)  (Snyder  Petition).  In  particular,  Ms.  Snyder  contends  (continued.) 
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 events  that  have  occurred  since  the  close  of  the  pleading  cycle.  28  In  addition,  three  parties  submitted  information  in  response  to  staff  inquiries  regarding  settlement  agreements  with 
 WorldCom  that  do  not  relate  directly  to  the  applications  and  pleadings  before  us.  The  Wireless  Telecommunications  Bureau  has  addressed  these  issues  separately.  29 


 3.  Bankruptcy  Court  Action 
 9.  As  noted  above,  on  July  21,  2002,  and  November  8,  2002,  WorldCom  and  221  of  its  direct  and  indirect  domestic  subsidiaries  commenced  voluntary  bankruptcy  cases  under  Chapter 


 11  of  the  bankruptcy  code.  30  The  bankruptcy  court  appointed  a  15  member  committee  to 


 (Continued  from  previous  page)  that  her  allegations  should  be  reviewed  under  the  Commissions  Character  Qualifications  Policy.  Snyder  Petition 
 at  6  (citing  Policy  Regarding  Character  Qualifications  in  Broadcast  Licensing,  102  FCC  2d  1179  (1986)  (Character  Qualifications  Policy)). 


 28  Ms.  Snyder  first  supplemented  her  petition  to  include  in  the  record  the  State  of  Oklahomas  criminal  indictment 
 of  WorldCom  and  six  of  its  former  managers.  Margaret  Snyder,  First  Supplement  to  Petition  to  Deny  Transfer  of  Licenses,  Authorizations,  and  Certifications  of  WorldCom,  Inc.,  WC  Docket  No.  02-  215  (filed  Aug.  29,  2003) 


 (Snyder  First  Supplement).  Second,  Ms.  Snyder  supplemented  her  petition  to  include  in  the  record  the  civil  complaint  AT&  T  filed  regarding  WorldComs  call-  routing  practices.  Margaret  Snyder,  Second  Supplement  to 
 Petition  to  Deny  Transfer  of  Licenses,  Authorizations,  and  Certifications  of  WorldCom,  Inc.,  WC  Docket  No.  02-215  (filed  September  11,  2003)  (Snyder  Second  Supplement).  Third,  Ms.  Snyder  supplemented  her  petition  to 
 assert  that  WorldCom  lacks  candor  in  its  present  application  for  failing  to  update  its  application  under  Section  1.65  of  the  Commissions  rules,  47  C.  F.  R.    1.65,  to  formally  notify  the  Commission  of  the  Oklahoma  indictments. 
 Margaret  Snyder,  Third  Supplement  to  Petition  to  Deny  Transfer  of  Licenses,  Authorizations,  and  Certifications  of  WorldCom,  Inc.,  WC  Docket  No.  02-  215  (filed  Oct.  8,  2003)  (Snyder  Third  Supplement).  Fourth,  Ms.  Snyder 
 supplemented  her  petition  to  assert  that  the  Commission  should  inquire  into  a  possible  violation  of  the  Commissions  greenmail  rule,  47  C.  F.  R.    1.935,  in  light  of  recent  filings.  Margaret  Snyder,  Fourth  Supplement 
 to  Petition  to  Deny  Transfer  of  Licenses,  Authorizations,  and  Certifications  of  WorldCom,  Inc.  and  Request  to  Inspect  Documents,  WC  Docket  No.  02-  215  (filed  Oct.  15,  2003)  (Snyder  Fourth  Supplement).  Fifth,  Ms.  Snyder 
 supplemented  her  petition  to  assert  that  WorldCom  violated  Commissions  ex  parte  notification  rule,  47  C.  F.  R.    1.1206(  b)(  2)  by  failing  to  summarize  with  sufficient  detail  its  ex  parte  meetings  with  FCC  staff.  Margaret  Snyder, 
 Fifth  Supplement  to  Petition  to  Deny  Transfer  of  Licenses,  Authorizations,  and  Certifications  of  WorldCom,  Inc.,  WC  Docket  No.  02-  215  (filed  Nov.  6,  2003)  (Snyder  Fifth  Supplement).  Sixth,  Ms.  Snyder  amended  her  argument 
 introduced  in  her  Fourth  Supplement  with  facts  specific  to  the  settlement  agreements  filed  in  this  docket.  Margaret  Snyder,  Sixth  Supplement  to  Petition  to  Deny  Transfer  of  Licenses,  Authorizations,  and  Certifications  of 
 WorldCom,  Inc.,  WC  Docket  No.  02-  215  (filed  Dec.  1,  2003)  (Snyder  Sixth  Supplement). 
 29  The  Bureau  reviewed  each  agreement  and  the  evidence  concerning  potential  threats  by  each  party  to  oppose 
 WorldComs  applications.  The  Bureau  found  that  there  is  insufficient  evidence  to  conclude  that  any  of  these  parties  made  the  type  of  threat  covered  by  section  1.935  and,  therefore,  the  agreements  are  not  covered  by  the  rule.  See 


 Letter  from  John  Muleta,  Chief,  Wireless  Telecommunications  Bureau,  to  Arthur  V.  Belendiuk,  counsel  to  Ms.  Snyder,  and  Stephen  L.  Earnest,  Regulatory  Counsel,  BellSouth  Corporation,  DA  03-  3844  (rel.  Dec.  19,  2003); 
 Letter  from  John  Muleta,  Chief,  Wireless  Telecommunications  Bureau,  to  Arthur  V.  Belendiuk,  counsel  to  Ms.  Snyder,  and  Ann  H.  Rakestraw,  Assistant  General  Counsel,  Verizon,  DA  03-  3845  (rel.  Dec.  19,  2003);  Letter  from 
 John  Muleta,  Chief,  Wireless  Telecommunications  Bureau,  to  Arthur  V.  Belendiuk,  counsel  to  Ms.  Snyder,  and  Jim  Lamoureux,  Senior  Counsel,  SBC  Telecommunications,  Inc.,  DA  03-  3846  (rel.  Dec.  19,  2003). 


 30  Application  at  2,  7;  see  also  In  re  WorldCom,  Inc.,  Chap.  11  Case  No.  02-  13533  (AJG)  (Bankr.  S.  D.  NY). 
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 represent  the  unsecured  creditors  of  the  debtors.  31  After  negotiations  with  the  Unsecured  Creditors  Committee,  WorldCom  filed  its  proposed  Plan  and  Disclosure  Statement  with  the 
 bankruptcy  court  on  April  14,  2003,  and  it  was  approved  by  the  Court  in  substantially  similar  form  on  May  28,  2003.  32  As  discussed  in  greater  detail  below,  on  August  6,  2003,  the 
 bankruptcy  court  approved  the  penalty  resulting  from  the  settlement  of  civil  charges  brought  against  WorldCom  by  the  Securities  and  Exchange  Commission  (SEC).  33  WorldCom  solicited 
 acceptances  of  the  Plan  from  its  creditors  and  received  the  requisite  approval,  as  memorialized  by  the  bankruptcy  courts  October  31,  2003  Order  confirming  the  approval.  34 


 4.  SEC  Civil  Case 
 10.  On  June  26,  2002,  the  SEC  filed  civil  charges  against  WorldCom  alleging  fraud  and  improper  accounting.  35  On  November  1,  2002,  the  SEC  amended  its  complaint  against 


 WorldCom  to  allege  additional  violations,  broaden  the  time  period  for  those  violations  back  to  1999,  and  recognize  WorldCom's  acknowledgment  that  its  improper  overstatement  of  income 
 amounted  to  approximately  $9  billion  during  the  period  covered  by  the  SECs  charges.  With  the  consent  of  the  parties,  the  District  Court  for  the  Southern  District  of  New  York  (  District  Court) 
 entered  a  Judgment  of  Permanent  Injunction  on  November  26,  2002  resolving  the  equitable  relief  the  SEC  sought  against  WorldCom,  as  well  as  additional  equitable  relief.  36  The  permanent 
 injunction  requires  WorldCom  (  1)  not  to  violate  securities  laws  in  the  future,  (2)  to  provide  reasonable  training  and  education  to  its  senior  operational  officers  and  financial  reporting 
 personnel  to  minimize  the  possibility  of  future  violations,  (3)  to  conduct  a  review  of  the  effectiveness  of  its  material  internal  accounting  control  structure  and  policies,  (4)  to  follow 
 recommendations  concerning  WorldComs  corporate  governance  and  ethics  policies  made  by  Richard  Breeden,  in  his  capacity  as  WorldCom  Corporate  Monitor,  and  (5)  to  make  a 


 31  Application  at  7. 
 32  Application  at  10;  Application,  Ex.  C. 
 33  In  re  WorldCom  et  al.,  Chap.  11  Case  No.  02-  13533  (AJG),  Order  Granting  Debtors  Motion  for  Approval  of 
 Compromise  and  Settlement  with  Securities  and  Exchange  Commission  (Bankr.  S.  D.  N.  Y.  Aug.  6,  2003). 
 34  In  re  WorldCom  et  al.,  Chap.  11  Case  No.  02-  13533  (AJG),  Order  Confirming  Debtors  Modified  Second 
 Amended  Joint  Plan  of  Reorganization  Under  Chapter  11  of  the  Bankruptcy  Code,  Dated  October  21,  2003  (Bankr.  S.  D.  N.  Y.  Oct.  31,  2003);  In  re  WorldCom  et  al.,  Chap.  11  Case  No.  02-  13533  (AJG),  Findings  of  Fact  and 


 Conclusions  of  Law  (1)  Approving  (i)  Substantive  Consolidation  and  (ii)  the  Settlements  Under  Debtors  Modified  Second  Amended  Joint  Plan  of  Reorganization,  Dated  October  21,  2003,  and  (2)  Confirming  Debtors  Modified 
 Second  Amended  Joint  Plan  of  Reorganization,  Dated  October,  21,  2003  (Bankr.  S.  D.  N.  Y.  Oct.  31,  2003)  (Findings  of  Fact  and  Conclusions  of  Law). 


 35  See  Securities  and  Exch  Commn  v.  WorldCom,  No.  02  Civ.  4963  (JSR)  (S.  D.  N.  Y.)  (SEC  v.  WorldCom). 
 36  See  U.  S.  Securities  and  Exchange  Commission,  In  SEC  v.  WorldCom,  Court  Imposes  Full  Injunctive  Relief, 
 Orders  Extensive  Reviews  of  Corporate  Governance  Systems  and  Internal  Accounting  Controls,  and  Orders  Training  and  Education  Program  to  Minimize  Future  Violations,  Litigation  Release  No.  17866,  Accounting  and 


 Auditing  Enforcement  Release  No.  1678  (Nov.  26,  2002);  Application  at  8. 
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 commitment  to  transparency  and  candor  in  all  company  affairs.  37  On  July  7,  2003,  the  District  Court  approved  the  proposed  settlement  of  the  SECs  claim  for  a  civil  penalty  against  defendant 
 WorldCom,  and  entered  a  Final  Judgment  as  to  Monetary  Relief  providing  that  WorldCom  is  liable  for  a  civil  penalty  in  the  amount  of  $2.25  billion,  but  that  WorldCom  may  satisfy  this 
 obligation  by  paying  to  the  SEC  $500  million  in  cash  and  transferring  $250  million  in  common  stock  of  the  reorganized  company.  38  Under  the  terms  of  the  settlement,  the  funds  paid  and  the 
 common  stock  transferred  by  WorldCom  to  satisfy  the  SECs  judgment  will  be  distributed  to  shareholder  victims  of  WorldComs  fraud,  pursuant  to  section  308  (Fair  Funds  for  Investors)  of 
 the  Sarbanes-  Oxley  Act  of  2002.  39  As  a  result,  it  is  possible  that  some  equity  holders  in  the  pre-bankruptcy  company  may  be  granted  an  equity  interest  in  the  reorganized  company,  pursuant  to 
 the  SECs  implementation  of  section  308  of  the  Sarbanes-  Oxley  Act  of  2002,  including  the  potential  distribution  of  $250  million  in  common  stock  in  the  reorganized  company.  40  The 
 bankruptcy  court  overseeing  WorldComs  bankruptcy  reorganization  approved  this  penalty  on  August  6,  2003.  41 


 5.  Other  Proceedings 
 11.  Although  not  directly  related  to  the  reorganization  of  WorldCom,  two  other  proceedings  involving  WorldCom  commenced  after  the  filing  of  this  application  and  remain 


 pending.  First,  on  August  27,  2003,  the  State  of  Oklahoma  filed  criminal  charges  against  WorldCom  and  six  of  its  former  managers  for  violations  of  the  Oklahoma  Securities  Act.  42 
 Second,  on  September  2,  2003,  AT&  T  filed  a  civil  complaint  against  WorldCom  and  others  alleging  improper  routing  of  certain  calls  to  reduce  access  charge  payments.  43  This  civil  case 


 37  Id. 
 38  SEC  v.  WorldCom,  273  F.  Supp.  2d  431,  435  (S.  D.  N.  Y.  2003);  SEC  v.  WorldCom,  No.  02  Civ.  4963  (JSR), 
 Final  Judgment  as  to  Monetary  Relief,  slip  op.  (S.  D.  N.  Y.  July  7,  2003). 
 39  See  SEC  v.  WorldCom,  273  F.  Supp.  2d  at  434-  35  (S.  D.  N.  Y.  2003). 


 40  See  SEC  v.  WorldCom,  273  F.  Supp.  2d  at  434-  35  (S.  D.  N.  Y.  2003)  (describing  the  concerns  the  SEC  must 
 weigh  in  implementing  a  plan  for  section  308  distributions  to  victim  shareholders  and  noting  that  the  details  of  the  distribution  plan  are  forthcoming);  see  also  infra  note  71. 


 41  In  re  WorldCom  et  al.,  Chap.  11  Case  No.  02-  13533  (AJG),  Order  Granting  Debtors  Motion  for  Approval  of 
 Compromise  and  Settlement  with  Securities  and  Exchange  Commission  (Bankr.  S.  D.  N.  Y.  Aug.  6,  2003). 
 42  See  In  re  State  of  Oklahoma  v.  WorldCom  et  al.,  Case  No.  CF  2003-  4689,  Felony  Counts  (Dist.  Ct.  Oklahoma 
 County,  Okla.  Aug.  27,  2003).  The  individuals  charged  include  former  Chief  Executive  Officer  Bernard  J.  Ebbers,  former  Chief  Financial  Officer  Scott  D.  Sullivan,  former  Controller  David  F.  Myers,  former  Director  of  General 


 Accounting  Buford  T.  Yates,  Jr.,  former  Director  of  Management  Accounting  Betty  L.  Vinson,  and  former  Director  of  Legal  Accounting  Troy  M.  Normand.  Id.  We  note  that  on  November  20,  2003,  the  State  of  Oklahoma  dismissed 
 the  criminal  charges  against  Mr.  Ebbers  with  plans  to  refile  the  charges  at  a  later  time  to  avoid  conflicts  with  federal  prosecution.  See  W.  A.  Drew  Edmondson,  Oklahoma  Attorney  General,  State  Dismisses  Case  Against  Ebbers; 
 Plans  to  Refile,  News  Release  (Nov.  20,  2003),  available  at:  <www.  oag.  state.  ok.  us>. 
 43  In  re  AT&  T  Corp.  v.  MCI,  Inc.  et  al.,  No.  03-  1114-  A,  Complaint  (E.  D.  Va.  Sept.  2,  2003). 
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 initiated  by  AT&  T  was  stayed  by  the  bankruptcy  court  on  October  30,  2003  until  further  ruling  by  the  bankruptcy  court.  44 
 III.  PUBLIC  INTEREST  ANALYSIS 
 12.  In  considering  WorldComs  applications,  the  Commission  must  determine,  pursuant  to  sections  214(  a)  and  310(  d)  of  the  Act,  and  the  Cable  Landing  License  Act,  45  whether  the 


 proposed  transfers  of  control  will  serve  the  public  interest.  46  The  legal  standards  that  govern  our  public  interest  analysis  for  assignment  and  transfer  of  control  applications  under  sections  214(  a) 
 and  310(  d)  and  the  Cable  Landing  License  Act  require  that  we  weigh  the  potential  public  interest  harms  against  the  potential  public  interest  benefits  to  ensure  that,  on  balance,  the  proposed 
 transaction  will  serve  the  public  interest,  convenience,  and  necessity.  47  Our  analysis  considers  the  likely  competitive  effects  of  the  proposed  transfers  and/  or  assignments  and  whether  such 
 transfers  and/  or  assignments  raise  significant  anti-  competitive  concerns.  48  In  addition,  we  consider  the  efficiencies  and  other  public  interest  benefits  that  are  likely  to  result  from  the 


 44  In  re  WorldCom  et  al.,  Chap.  11  Case  No.  02-  13533  (AJG),  Order  Regarding  the  Debtors  Motion  for 
 Sanctions  and  Adjudging  AT&  T  Corp.  in  Contempt  of  Court  (Bankr.  S.  D.  N.  Y.  Oct.  30,  2003). 
 45  47  U.  S.  C.    34-  39.  See  also  Exec.  Ord.  No.  10530,    5(  a),  reprinted  as  amended  in  3  U.  S.  C.  301 
 (  Executive  Order  10530);  Review  of  Commission  Consideration  of  Applications  under  the  Cable  Landing  License  Act,  IB  Docket  No.  00-  106,  Report  and  Order,  16  FCC  Rcd  22167,  22169-  70,  para.  5  (2001)  (Submarine  Cable 


 Report  and  Order);  47  C.  F.  R.    1.767(  b)  (2003);  Streamlined  Procedures  for  Executive  Branch  Review  of  Submarine  Cable  Landing  License  Requests,  Media  Note  (Revised)  (Dec.  20,  2001),  available  at 
 <www.  state.  gov/  r/  pa/  prs/  ps/  2001>  (visited  March  28,  2003).  Pursuant  to  section  1.767(  b)  of  the  Commissions  rules,  the  Cable  Landing  License  Act,  and  Executive  Order  10530,  we  informed  the  Department  of  State  of  the 
 Submarine  Cable  Applications.  Letter  to  Steven  Lett,  U.  S.  Department  of  State,  from  George  Li,  FCC,  (dated  July  10,  2003). 


 46  47  U.  S.  C.    214(  a),  310(  d). 
 47  See,  e.  g.,  Application  of  VoiceStream  Wireless  Corporation,  Powertel,  Inc.,  Transferors,  and  Deutsche  Telekom 
 AG,  Transferee,  for  Consent  to  Transfer  Control  of  Licenses  and  Authorizations  Pursuant  to  Sections  214  and  310(  d)  of  the  Communications  Act  and  for  Declaratory  Ruling  Pursuant  to  Section  310  of  the  Communications  Act, 


 IB  Docket  No.  00-  187,  Memorandum  Opinion  and  Order,  16  FCC  Rcd  9779,  9789,  para.  17  (2001)  (VoiceStream/  Deutsche  Telekom  Order).  See  also  AT&  T  Corp.,  British  Telecommunications,  PLC,  VLT  Co.  LLC, 
 Violet  License  Co.  LLC,  and  TNV  (Bahamas)  Limited,  Applications  For  Grant  of  Section  214  Authority,  Modification  of  Authorizations  and  Assignment  of  Licenses  in  Connection  with  the  Proposed  Joint  Venture  Between 
 AT&  T  Corp.  and  British  Telecommunications,  PLC,  IB  Docket  No.  98-  212,  Memorandum  Opinion  and  Order,  14  FCC  Rcd  19140,  19147,  para.  15  (1999)  (AT&  T/  BT  Order);  Motient  Services  Inc.  and  TMI  Communications  and 
 Company,  LP,  Assignors,  and  Mobile  Satellite  Ventures  Subsidiary  LLC,  Assignee,  Order  and  Authorization,  16  FCC  Rcd  20469,  20473,  para.  11  (Intl  Bur.  2001);  Rules  and  Policies  on  Foreign  Participation  in  the  U.  S. 
 Telecommunications  Market,  IB  Docket  Nos.  97-  142,  95-  22,  Report  and  Order  and  Order  on  Reconsideration,  12  FCC  Rcd  23891,  23919-  21,  paras.  61-  66,  23933-  35,  paras  93-  96  (1997)  (Foreign  Participation  Order),  Order  on 
 Reconsideration,  15  FCC  Rcd  18158  (2000). 
 48  See,  e.  g.,  AT&  T/  BT  Order,  14  FCC  Rcd  at  19148,  para.  15. 
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 proposed  transfers  of  control  of  the  licenses  and  authorizations.  49  We  must  also  address  the  basic  qualifications  of  the  applicants  in  this  case. 
 A.  Character  Qualifications 
 13.  As  a  threshold  matter,  we  must  determine  whether  the  applicant  has  the  requisite  qualifications  to  hold  and  transfer  control  of  licenses  under  section  310(  d)  of  the  Act  and 


 Commission  rules.  50  In  prior  orders,  the  Commission  has  used  its  character  policy,  initially  developed  in  the  broadcast  area,  as  guidance  in  resolving  similar  questions  in  common  carrier 
 license  transfer  proceedings.  51  We  find  no  differently  today.  52  However,  we  note  that  many  of  the  underlying  public  interest  concerns  in  the  broadcast  arena    such  as  indecency  regulation  or 
 compliance  with  affirmative  public  interest  obligations  like  the  Commissions  childrens  television  requirements    do  not  apply  with  equal  force  to  common  carrier  facilities,  where 
 content  is  divorced  from  conduit.  53  In  making  its  character  qualifications  determination,  the 


 49  See,  e.  g.,  VoiceStream/  Deutsche  Telekom  Order,  16  FCC  Rcd  at  9789,  para.  17. 
 50  47  C.  F.  R.    310(  d);  47  C.  F.  R.    1.948  (transfer  of  control  of  wireless  licenses);  Jefferson  Radio  v.  FCC,  340 
 F.  2d  781  (D.  C.  Cir.  1964);  Applications  of  KOLA,  Inc.  et  al.  for  Assignment  of  the  License  of  Radio  Station  KOLA(  FM),  Memorandum  Opinion  and  Order,  11  FCC  Rcd  14297,  14305,  para.  16  (1996). 


 51  See,  e.  g.,  Lockheed  Martin  Corporation,  et  al.,  Applications  for  Transfer  of  Control  of  COMSAT  Corporation 
 and  its  Subsidiaries,  Licensees  of  Various  Satellite,  Earth  Station  Private  Land  Mobile  Radio  and  Experimental  Licenses  and  Holders  of  International  Section  214  Authorizations,  Order  on  Reconsideration,  17  FCC  Rcd  13160, 


 13167-  68,  paras.  17-  18  (2002)  (Lockheed/  COMSAT  Order);  Global  Crossing  Ltd.  (Debtor-  in-  Possession),  Transferor,  and  GC  Acquisition  Limited,  Transferee,  Applications  for  Consent  to  Transfer  Control  of  Submarine 
 Cable  Landing  Licenses,  International  and  Domestic  Section  214  Authorizations,  and  Common  Carrier  and  Non-Common  Carrier  Radio  Licenses,  and  Petition  for  Declaratory  Ruling  Pursuant  to  Section  310(  b)(  4)  of  the 
 Communications  Act,  IB  Docket  No.  02-  286,  Order  and  Authorization,  DA  03-  3121  at  n.  74  (Intl  Bur.,  WTB  &  WCB  rel.  Oct.  8,  2003)  (Global  Crossing  Order);  Application  of  GTE  Corporation,  Transferor,  and  Bell  Atlantic 
 Corporation,  Transferee,  for  Consent  to  Transfer  Control  of  Domestic  and  International  Sections  214  and  310  Authorizations  and  Applications  to  Transfer  Control  of  a  Submarine  Cable  Landing  License,  15  FCC  Rcd  14032, 
 14227-  28,  para.  429  (2000)  (Bell  Atlantic/  GTE  Merger  Order)  (  In  prior  incumbent  LEC  merger  orders,  the  Commission  has  used  the  Commissions  character  policy  in  the  broadcast  area  as  guidance  in  resolving  similar 
 questions  in  license  transfer  proceedings.). 
 52  We  note  that  we  treat  this  application  as  a  whole,  including  various  Title  II  authorizations  and  Title  III  licenses. 
 See  July  9,  2003  Public  Notice  at  2  (stating,  we  find  that  it  is  appropriate  .  .  .  to  consider  the  proposed  transaction  as  a  whole.) 


 53  See,  e.  g.,  MCI  Telecommunications  Corporation  Petition  for  Revocation  of  Operating  Authority,  Order  and 
 Notice  of  Apparent  Liability,  3  FCC  Rcd  509,  515  n.  14  (1988)  (  Although  not  directly  applicable  to  common  carriers,  the  character  qualification  standards  adopted  in  the  broadcast  context  can  provide  guidance  in  the  common 


 carrier  area  as  well.);  see  also  Cablecom-  General,  Inc.  Seeking  Authority  to  Transfer  Control  from  RKO  General  Inc.  (RKO)  to  Capital  Cities  Cable  of  Delaware,  Inc.,  87  FCC  2d  784,  787-  91  (1981)  (distinguishing  the  public 
 interest  review  required  for  point-  to-  point  common  carrier  microwave,  domestic  satellite,  and  CARS  services  from  broadcast  public  interest  requirements);  see  generally  47  C.  F.  R.  Part  73,  Subpart  H  (regulating,  among  other  things, 
 broadcast  hoaxes,  broadcasts  of  lottery  information,  licensee-  conducted  contests,  political  advertising,  cigarette  advertising,  drug  lyrics,  and  sponsorship  identification). 
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 Commission  does  not,  as  a  general  rule,  re-  evaluate  the  qualifications  of  the  transferors  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.  54  On  the  other  hand,  section  310(  d)  requires  the  Commission  to  consider  the  qualifications  of  the  proposed 
 transferee  as  if  the  transferee  were  applying  for  the  license  directly  under  section  308  of  the  Act.  55  The  Commission  previously  has  stated  that  it  will  review  allegations  of  misconduct 
 directly  before  it,  56  as  well  as  conduct  that  takes  place  outside  of  the  Commission.  57  As  described  above,  two  parties  in  this  proceeding,  UCC  and  Margaret  Snyder,  have  alleged  that  the  character 
 of  the  transferor  and  transferee  raise  public  interest  concerns  under  Commission  precedent.  For  the  reasons  discussed  more  fully  below,  we  find  that  these  allegations  do  not  warrant  designation 
 of  a  hearing  or  denial  of  WorldComs  applications  to  proceed  with  its  reorganization. 
 14.  The  Commission  typically  organizes  its  discussion  of  character  qualification  issues  into  separate  analyses  of  both  the  transferor  and  transferee.  However,  in  this  application, 


 WorldCom  has  entered  bankruptcy,  operates  as  a  debtor-  in-  possession,  and  plans  to  emerge  from  bankruptcy  largely  maintaining  its  original  assets.  Specifically,  in  this  application,  the  transferor 
 is  the  debtor-  in-  possession  which  has  undergone  significant  structural  and  accounting  changes,  rather  than  the  pre-  bankruptcy  entity  under  which  substantial  fraud  was  committed.  58  The 
 transferee  in  this  case,  MCI,  Inc.,  essentially  will  assume  control  of  the  reformed  debtor-  in-possession,  pursuant  to  the  bankruptcy  courts  control.  Thus,  the  distinction  between  transferor 
 and  transferee  in  this  case  is  less  clear  than  usual.  As  such,  we  address  together  all  of  the  character  qualification  issues  raised  in  the  record  and  do  not  explicitly  bifurcate  the  issues  into 
 the  typical  transferor  and  transferee  categories. 


 54  See,  e.  g.,  VoiceStream/  Deutsche  Telekom  Order,  16  FCC  Rcd  at  9790,  para.  19;  Jefferson  Radio  v.  FCC,  340 
 F.  2d  781  (D.  C.  Cir.  1964);  Applications  of  KOLA,  Inc.  et  al.  For  Assignment  of  the  License  of  Radio  Station  KOLA(  FM),  Memorandum  Opinion  and  Order,  11  FCC  Rcd  14297,  14305,  para.  16  (1996). 


 55  47  U.  S.  C.    310(  d),  308(  b)  (applications  must  set  forth  such  facts  as  the  Commission  may  require  as  to 
 citizenship,  character,  and  financial,  technical  and  other  qualifications);  see  also  Applications  of  AirTouch  Communications,  Inc.,  Transferor,  and  Vodafone  Group,  PLC,  Transferee,  For  Consent  to  Transfer  of  Control  of 


 Licenses  and  Authorizations,  Memorandum  Opinion  and  Order,  14  FCC  Rcd  9430,  9432-  34,  paras.  5-  9  (1999). 
 56  The  Commission  will  consider  any  violation  of  any  provision  of  the  Act,  or  of  the  Commissions  rules  or 
 policies,  as  predictive  of  an  applicants  future  truthfulness  and  reliability  and,  thus,  as  having  a  bearing  on  an  applicants  character  qualifications.  Bell  Atlantic/  GTE  Merger  Order,  15  FCC  Rcd  at  14227-  28,  para.  429; 


 Character  Qualifications  Policy,  102  FCC  2d  at  1209-  10,  para.  57,  modified,  5  FCC  Rcd  3252  (1990)  (Character  Qualifications  Modification),  recon.  granted  in  part,  6  FCC  Rcd  3448  (1991),  modified  in  part,  7  FCC  Rcd  6564 
 (1992)  (Further  Character  Qualifications  Modification). 
 57  The  Commission  previously  has  determined  that  in  its  review  of  character  issues,  it  will  consider  forms  of 
 adjudicated,  non-  Commission  related  misconduct  that  include:  (1)  felony  convictions;  (2)  fraudulent  misrepresentations  to  governmental  units;  and  (3)  violations  of  antitrust  or  other  laws  protecting  competition.  See, 


 e.  g.,  Bell  Atlantic/  GTE  Merger  Order,  15  FCC  Rcd  at  14227-  28,  para.  429. 
 58  See  supra  para.  3  (describing  the  Commissions  grant  of  WorldComs  pro  forma  applications  to  transfer  and/  or 
 assign  its  licenses  and  authorizations  to  WorldCom  DIP). 
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 1.  Second  Thursday  Analysis 
 15.  The  Commissions  Second  Thursday  policy  applies  in  license  transfer  and  assignment  proceedings  in  which  the  character  of  a  bankrupt  transferor  entity  is  in  dispute.  The  policy  states 


 that  a  grant  without  hearing  of  the  renewal,  extension  and  assignment  applications  pending  before  us  may  be  made  only  if  the  individuals  charged  with  misconduct  will  have  no  part  in  the 
 proposed  operations  and  will  either  derive  no  benefit  from  favorable  action  on  the  applications  or  only  a  minor  benefit  which  is  outweighed  by  equitable  considerations  in  favor  of  innocent 
 creditors.  59  Thus,  the  Second  Thursday  doctrine  accommodates  the  policies  of  the  federal  bankruptcy  law  with  those  of  the  Communications  Act.  60  In  conducting  our  Second  Thursday 
 review  of  whether  the  character  of  the  Applicant  raises  public  interest  concerns,  we  first  analyze  whether  any  individuals  charged  with  misconduct  continue  to  hold  operational  positions  within 
 the  company  or  will  otherwise  benefit  from  the  proposed  transaction.  Next,  we  identify  the  equitable  benefits  attendant  to  the  proposed  transaction  resulting  from  the  bankruptcy 
 proceeding.  61  Finally,  we  weigh  the  public  interest  harms  associated  with  allowing  wrongdoers  to  benefit  under  the  transaction  against  the  public  interest  benefits  of  allowing  reorganization 
 under  the  bankruptcy  laws.  62 
 16.  Applying  our  Second  Thursday  policy  to  the  instant  case,  we  find  that  individuals  charged  with  misconduct  will  have  no  part  in  the  proposed  operations  and  will  derive  no  benefit 


 from  favorable  action  on  the  applications.  WorldCom  has  been  subject  to  extraordinary  reviews  of  its  governance  structure,  accounting  policies,  and  internal  ethics.  WorldCom  states  that  its 
 Special  Investigative  Committee  of  the  Board  of  Directors  conducted  a  detailed  review  of  the  fraud  within  the  company.  63  WorldCom  has  also  engaged  KPMG  to  review  the  companys 
 internal  controls  and  to  comprehensively  audit  the  companys  financial  statements  for  the  years  2000  through  2002.  64  Additionally,  as  bankruptcy  court  examiner,  the  Honorable  Richard 


 59  Application  of  Second  Thursday  Corp.  (WWGM),  Nashville,  Tenn.  for  Renewal  of  License,  Docket  No.  17914, 
 Memorandum  Opinion  and  Order,  22  FCC  2d  515,  516,  para.  5  (1970)  (Second  Thursday)  (internal  citations  omitted).  The  Commissions  Second  Thursday  policy  is  an  exception  to  the  general  rule  that  a  licensee  may  not 


 transfer  facilities  involved  in  a  hearing  concerning  its  character  qualifications  unless  it  is  found  qualified  to  remain  a  licensee.  See  Jefferson  Radio  Co.  v.  FCC,  340  F.  2d  781,  783  (D.  C.  Cir.  1964). 


 60  LaRose  v.  FCC,  494  F.  2d  1145,  1146  n.  2  (D.  C.  Cir.  1974). 
 61  See  id.,  494  F.  2d  at  1146  n.  2. 
 62  The  Commissions  Second  Thursday  policy  does  not  limit  approval  of  a  transfer  only  to  those  situations  in 
 which  suspected  wrongdoers  receive  no  direct  benefit  from  the  sale.  .  .  .  Rather,  the  Commission  balances  the  possible  injury  to  regulatory  authority  that  might  flow  from  a  wrongdoers  realization  of  benefit  with  the  public 


 interest  in  innocent  creditors  recovery.  Mobilemedia  Corporation,  et  al.  Applicant  for  Authorizations  and  Licenses  of  Certain  Stations  in  Various  Services,  WT  Docket  No.  97-  115,  Memorandum  Opinion  and  Order,  14 
 FCC  Rcd  8017,  8023,  para.  21  (1999)  (Mobilemedia  Order)  (citing  Walter  S.  Kelley,  Trustee,  WXFL(  TV),  10  FCC  Rcd  4424,  4426,  para.  12  (1995)). 


 63  See  Application  at  19;  WorldCom  Reply  at  4. 
 64  See  WorldCom,  Inc.,  SEC  Form  8-  K  (filed  June  3,  2003)  (including  KPMG  report  on  its  audit);  see  also  In  re 
 WorldCom  et  al.,  Chap.  11  Case  No.  02-  13533  (AJG),  Findings  of  Fact  and  Conclusions  of  Law,  slip  op.  at  29  (continued.) 
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 Thornburgh  continues  to  conduct  a  review  of  the  accounting  and  corporate  policies  and  activities  that  led  WorldCom  into  bankruptcy.  65  WorldComs  activities  are  also  monitored  closely  by  a 
 court-  appointed  corporate  monitor,  Richard  Breeden.  66  On  its  own  initiative  and  in  response  to  these  reviews,  WorldCom  has  endeavored  to  reform  itself  in  many  far-  reaching  ways  including 
 structural,  policy,  and  personnel  changes,  and  under  careful  continuing  review  by  these  multiple  parties.  67  WorldCom  has  demonstrated  that  all  ties  have  been  severed  between  the  company  and 
 any  alleged  wrongdoers  and  that  no  benefits  will  accrue  to  any  wrongdoers  as  a  result  of  a  grant  of  the  instant  applications.  68  WorldCom  represents  that  the  officers  and  employees  involved  in 
 accounting  fraud,  including  those  insufficiently  attentive  in  preventing  the  fraud,  have  been  discharged  or  otherwise  have  left  the  company  69  and  that  WorldCom  has  a  new  chief  executive 
 officer,  new  board  of  directors,  and  a  radically  reformed  governance  structure  with  safeguards  to  ensure  that  the  Company  remains  a  good  corporate  citizen.  70  Finally,  and,  importantly  for 
 purposes  of  our  Second  Thursday  analysis,  the  Plan  and  the  SEC  settlement  specifically  deny  any  benefits  to  those  responsible  for  fraud  or  other  wrongdoing.  71 


 (Continued  from  previous  page)  (Bankr.  S.  D.  N.  Y.  Oct.  31,  2003)  (stating,  [  t]  he  debtors  have  established  teams  and  developed  plans  to  remediate 
 the  internal  control  weaknesses  identified  by  KPMG  .  .  .  and  [will]  develop  remediation  plans  for  any  other  weaknesses  that  may  be  discovered.). 


 65  Application  at  19;  see  In  re  WorldCom  et  al.,  Chap.  11  Case  No.  02-  15533  (AJG),  Second  Interim  Report  of 
 Dick  Thornburgh,  Bankruptcy  Court  Examiner  (Bankr.  S.  D.  N.  Y.  June  9,  2003). 
 66  Application  at  19;  In  re  SEC  v.  WorldCom,  No.  02  Civ.  4963  (JSR),  Richard  C.  Breeden,  Corporate  Monitor, 
 Restoring  Trust,  Report  to  the  Hon.  Jed  S.  Rakoff,  The  United  States  District  Court  for  the  Southern  District  of  New  York  on  Corporate  Governance  for  the  Future  of  MCI  at  8  (S.  D.  N.  Y.  Aug.  26,  2003)  (Breeden  Report)  (stating, 


 [  a]  fter  exhaustive  multiple  investigations,  the  fraudulent  accounting  activities  seem  to  have  involved  fewer  than  100  persons  out  of  the  entire  employee  base.);  see  also  SEC  v.  WorldCom,  273  F.  Supp.  2d  at  432  (S.  D.  N.  Y.  2003) 
 (stating,  [  f]  ew  if  any  companies  have  ever  been  subject  to  such  wide-  ranging  internal  oversight  imposed  from  without;  but  to  the  companys  credit  it  has  fully  supported  the  Corporate  Monitors  efforts  and  the  strict  discipline 
 thereby  imposed.). 
 67  See  Application  at  19;  WorldCom  Reply  at  4-  7;  see  also  Katzenbach  Testimony  at  3,  6-  9. 


 68  Application  at  19;  WorldCom  Reply  at  8;  see  also  Katzenbach  Testimony  at  2,  6-  7l;  In  re  WorldCom  et  al., 
 Chap.  11  Case  No.  02-  13533  (AJG),  Findings  of  Fact  and  Conclusions  of  Law,  slip  op.  at  104  (Bankr.  S.  D.  N.  Y.  Oct.  31,  2003)  (stating,  [  t]  he  individuals  associated  with  the  prior  wrongdoings  of  the  Debtors  have  either  resigned 


 or  have  been  discharged  by  the  Debtors.  The  current  directors  have  exemplary  reputations,  and  distinguished  credentials.);  id.  at  25  (stating,  [  v]  irtually  the  entire  accounting  staff  of  the  Debtors  has  turned  over  since  June 
 2002.  Approximately  400  new  professionals  have  been  hired.). 
 69  WorldCom  Reply  at  4  (citing  SEC  v.  WorldCom,  273  F.  Supp.  2d  432);  Application  at  19.  See  supra  note  3 
 (describing  criminal  charges  against  former  WorldCom  officers). 
 70  Application  at  9,  19;  WorldCom  Reply  at  4. 


 71  In  re  SEC  v.  WorldCom,  No.  02  Civ.  4963  (JSR),  Submission  of  the  Securities  And  Exchange  Commission 
 Addressing  the  Issues  Identified  in  the  Courts  May  19,  2003  Order  Concerning  the  Proposed  Settlement  Of  The  Commissions  Monetary  Claims  Against  WorldCom,  Ex.  1  (June  6,  2003)  (SEC  Proposed  Settlement)  (approved  in 


 substantial  part  by  the  Court  in,  SEC  v.  WorldCom,  273  F.  Supp.  2d  431  (S.  D.  N.  Y.  2003)).  The  SEC  plan  specifically  excludes  receipt  of  any  portion  of  the  penalty  that  is  to  be  returned  to  holders  of  WorldCom  or  affiliated 
 (continued.) 
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 17.  Ms.  Snyder  questions  the  completeness  of  the  removal  of  culpable  employees  and  speculates  that  other  WorldCom  employees  may  also  be  guilty  of  wrongdoing.  72  Ms.  Snyder 
 asserts  that  any  such  employees  have  been  rewarded,  either  by  being  able  to  keep  the  jobs  they  do  not  deserve  or  by  receiving  promotions  to  fill  the  places  of  those  whose  culpability  could  not 
 be  denied.  73  We  focus  our  attention  primarily  on  any  benefit  that  officers  and  employees  identified  as  involved  in  the  wrongdoing  could  derive  from  the  grant  of  this  application.  As 
 discussed  above,  the  record  indicates  that  all  of  the  employees  found  at  all  culpable  in  the  fraud  as  the  result  of  several  different  independent  reviews  have  been  removed  from  any  involvement 
 with  the  company  and  are  not  eligible  as  claimants  under  the  reorganization.  We  find  that  the  alleged  possibility  of  an  as  yet  unknown  culpable  individual  deriving  a  benefit  from  the  grant  of 
 this  application  is  speculative  in  nature,  and  without  identifying  any  specific  individuals,  is  even  more  speculative.  We  note  that  denying  the  applications  would  not  necessarily  result  in  the 
 discovery  of  any  such  possibly  culpable  individual.  74  Finally,  the  comprehensive  reforms  established  by  the  applicant,  under  the  supervision  of  the  SEC,  the  corporate  monitor,  and  the 
 bankruptcy  court,  further  minimize  the  suggested  possibility  that  any  culpable  individual  will  realize  improper  benefits.  75 


 18.  Commenters  allegations  that  WorldCom  lacks  the  requisite  fitness  of  character  to  hold  Commission  licenses  have  largely  to  do  with  the  failings  of  WorldComs  corporate 
 governance  structure  and  financial  misconduct  prior  to  reorganization.  76  Ms.  Snyder  also  maintains  that  WorldCom  filed  inaccurate  information  with  the  Commission,  such  as  its  SEC  10- 


 (Continued  from  previous  page)  debt  or  stock  (including  MCI)  by  any  past  or  present  director  or  officer  of  WorldCom  or  any  of  its  past  or  present 
 subsidiaries,  .  .  .  any  employee  of  WorldCom  who  has  been  terminated  for  cause  by  WorldCom's  management  in  connection  with  the  fraud,  .  .  .  any  employee,  officer  or  director  of  WorldCom  who  has  been  charged  criminally  in 
 connection  with  the  accounting  fraud,  [or]  .  .  .  any  defendant  in  any  class  action  lawsuit  related  to  the  fraud  .  .  .  .  SEC  Proposed  Settlement.  Moreover,  the  approved  Disclosure  Statement  denies  compensation  or  benefits  to  any 
 [  c]  ulpable  [i]  ndividual.  Application,  Ex.  B,  Plan  of  Reorganization  and  Disclosure  Statement.  This  exceeds  what  the  Commission  has  found  acceptable  in  the  past.  See  Mobilemedia  Order,  14  FCC  Rcd  at  8021-  23,  paras.  13,  15, 
 20-  21  (finding  that  continuing  claims  to  performance,  health,  and  insurance  benefits  by  wrongdoers  are  incidental  benefits  under  a  Second  Thursday  analysis). 


 72  Snyder  Petition  at  7. 
 73  Snyder  Petition  at  7. 
 74  We  also  find  it  not  at  all  clear  that  denying  this  application  would  change  corporate  managers  conduct,  as 
 suggested  by  opponents.  See,  e.  g.,  Snyder  Petition  at  10.  For  example,  the  possibility  that  a  necessary  license  transfer  would  be  denied  does  not,  in  our  view,  add  significantly  to  the  existing  incentives  on  senior  management  to 


 avoid  fraud  (which  may  include  termination,  and  civil  and  criminal  liability). 
 75  See  supra  para.  16.  We  note  that  WorldCom  has  appointed  a  Chief  Ethics  Officer  and  instituted  a  zero 
 tolerance  policy  to  address  violations  of  law,  company  policy,  or  its  Code  of  Ethics  and  Business  Conduct.  See  Katzenbach  Testimony  at  8;  see  also  MCI,  MCI  Names  Nancy  Higgins  As  Chief  Ethics  Officer,  Press  Release  (Oct. 


 14,  2003). 
 76  See  UCC  Petition  at  2-  5;  Snyder  Petition  at  3-  7.  See  also  Application  at  21. 
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 K  report  filed  with  the  Commission.  77  The  same  changes  in  corporate  governance  and  internal  policy  discussed  above  that  are  designed  to  prevent  inaccurate  submissions  to  the  SEC  and  other 
 governmental  entities  should  operate  to  ensure  that  MCI  does  not  file  inaccurate  financial  information  with  this  Commission  in  the  future.  78  Should  any  irregularities  occur  in  the  future, 
 we  will  not  hesitate  to  take  appropriate  enforcement  action.  79 
 19.  The  SEC,  the  court-  appointed  Corporate  Monitor,  the  bankruptcy  court  examiner,  the  United  States  Attorneys  Office,  and  the  Department  of  Justice  have  worked  closely  with 


 WorldCom  to  identify  the  faults  of  the  pre-  bankruptcy  entity  and  to  ensure  that  WorldCom  has  rapidly  and  []  completely  divorced  itself  from  the  misdeeds  of  the  immediate  past  and  [has] 
 undertaken  .  .  .  extraordinary  steps  to  prevent  such  misdeeds  in  the  future.  80  The  Commission  has  a  statutory  obligation  to  undertake  its  own  independent  assessment  of  whether  an  applicant 
 has  the  basic  qualifications  to  be  a  Commission  licensee,  but  we  see  no  reason  here  to  second-guess  the  extensive  corporate  governance  reforms  made  under  the  careful  review  and  special 
 expertise  of  the  Securities  Exchange  Commission  and  the  federal  courts  that  have  been  involved  in  proceedings  related  to  WorldComs  proposed  reorganization. 


 20.  Under  the  second  part  of  our  Second  Thursday  analysis,  we  find  that  there  are  likely  to  be  significant  equitable  benefits  attendant  to  the  reorganization  of  WorldCom  under  the 
 bankruptcy  laws.  As  discussed  above,  the  reorganization  plan,  confirmed  by  the  bankruptcy  court  on  October  31,  2003,  81  controls  how  each  class  of  claimants  can  satisfy  their  allowed 
 claims  through  receipt  of  compensation  including  cash  payments,  new  common  stock,  and  notes  issued  by  the  reorganized  company.  The  applicants  assert  that  granting  these  applications  would 
 advance  the  economic  and  social  benefits  of  Chapter  11  of  the  Bankruptcy  Code  including  the  protection  of  innocent  creditors  and  the  maximization  of  value  to  those  creditors.  82  The 


 77  Snyder  Petition  at  8-  9  (describing  Commission  rules  requiring  the  filing  of  SEC  10-  K  reports);  47  C.  F.  R.   
 1.785(  b);  47  C.  F.  R.    43.21(  b). 
 78  Application  at  21-  22.  We  note  that  WorldCom  maintains  that  it  continues  to  support  government  programs 
 such  as  the  Universal  Service  Fund  and  local  number  portability.  WorldCom  Reply  at  13. 
 79  As  the  Commission  has  stated  before,  [  w]  e  consider  misrepresentation  to  be  a  serious  violation,  as  our  entire 
 regulatory  scheme  rests  upon  the  assumption  that  applicants  will  supply  [the  Commission]  with  accurate  information.  SBC  Communications,  Inc.,  Notice  of  Apparent  Liability  for  Forfeiture  and  Order,  16  FCC  Rcd 


 19091  (2001). 
 80  SEC  v.  WorldCom,  273  F.  Supp.  2d  at  433  (S.  D.  N.  Y.  2003);  see  also  In  re  SEC  v.  WorldCom,  No.  02  Civ.  4963 
 (JSR),  Breeden  Report  at  8  (S.  D.  N.  Y.  Aug.  26,  2003)  (stating,  [  t]  he  new  company  is  being  built  around  a  commitment  to  create  a  corporate  culture  based  on  transparency  and  integrity,  and  to  establish  a  model  of  excellence 


 in  governance  to  replace  the  odious  practices  of  the  past.) 
 81  In  re  WorldCom  et  al.,  Chap.  11  Case  No.  02-  13533  (AJG),  Order  Confirming  Debtors  Modified  Second 
 Amended  Joint  Plan  of  Reorganization  Under  Chapter  11  of  the  Bankruptcy  Code,  Dated  October  21,  2003  (Bankr.  S.  D.  N.  Y.  Oct.  31,  2003). 


 82  Application  at  14-  17;  WorldCom  Reply  at  7-  9;  see  also  SEC  v.  WorldCom,  273  F.  Supp.  2d  at  433-  34 
 (S.  D.  N.  Y.  2003)  (stating  that  liquidation  of  the  company  would  unfairly  impact  creditors  because  reorganization  affords  them  far  more  value  than  liquidation.);  WorldCom  Reply,  Ex.  3,  Written  Statement  of  Marcia  Goldstein, 


 (continued.) 
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 Unsecured  Creditors  Committee  comments  in  support  of  the  proposed  transaction  that  grant  of  these  applications  will  yield  immediate  and  significant  public  interest  benefits.  83  Indeed,  to 
 deny  this  application  would  certainly  delay,  and  most  likely  reduce,  the  value  innocent  creditors  will  realize  through  the  reorganization.  84  The  Commission  recognizes  and  supports  the  important 
 equitable  benefits  inherent  in  reorganization  under  the  bankruptcy  laws  established  by  Congress.  85 


 21.  The  two  commenters  opposing  the  transaction  do  not  directly  discuss  or  dispute  the  equitable  benefits  attendant  to  bankruptcy  proceedings.  Ms.  Snyder,  however,  suggests  that  the 
 bankruptcy  laws  could  be  used  as  a  shield  against  Commission  review  of  the  applicants  character  qualifications,  and  thus  avoid  accountability  to  the  Commission.  86  We  do  not  share 
 Ms.  Snyders  concern  in  this  regard.  First,  our  analysis  ensures  that  wrongdoers  associated  with  the  applicant  do  not  benefit  from  license  transfers  such  as  this.  Second,  we  subject  the  transferee 
 to  our  public  interest  analysis.  Third,  the  record  indicates  that  operating  under  bankruptcy  law  generally  imposes  substantial  short-  term  and  long-  term  burdens  on  the  bankrupt  company  that 
 provide  more  than  an  adequate  disincentive  to  the  use  of  bankruptcy  to  evade  accountability  to  the  Commission  for  a  licensees  acts.  87  Fourth,  Chapter  11  bankruptcy  cases  often  involve  a 
 radical  change  in  the  ownership  and  control  of  the  bankrupt  entity,  as  it  did  in  this  case,  which  substantially  reduces  the  likelihood  of  the  gaming  predicted  by  Ms.  Snyder  because  those  in 
 control  of  a  licensee  cannot  be  assured  that  their  control  will  survive  the  bankruptcy  process.  (Continued  from  previous  page) 
 The  WorldCom  Case:  Looking  at  Bankruptcy  and  Competition  Issues:  Hearing  Before  the  Senate  Committee  on  the  Judiciary  (July  22,  2003)  (Goldstein  Testimony)  (stating,  the  basic  premise  of  [chapter  11]  bankruptcy  policy 
 [is]  that  when  the  going-  concern  value  of  an  enterprise  exceeds  the  liquidation  value  of  the  enterprise,  reorganization  of  the  debtor  will  maximize  return  to  creditors  and  lead  to  the  preservation  of  the  enterprise  for  the 
 greater  good,  citing  United  States  v.  Whiting  Pools,  Inc.,  462  U.  S.  198,  203  (1982)  and  11  U.  S.  C.    1129(  a)(  7));  In  re  WorldCom  et  al.,  Chap.  11  Case  No.  02-  13533  (AJG),  Findings  of  Fact  and  Conclusions  of  Law  (Bankr. 
 S.  D.  N.  Y.  Oct.  31,  2003)  (stating  that  the  values  that  may  be  realized  by  the  holders  of  claims  and  equity  interests  in  the  respective  Classes  of  claims  and  equity  interests  upon  disposition  of  the  Debtors  assets  pursuant  to  a  chapter 
 7  liquidation  are  significantly  less  than  the  value  of  the  recoveries  to  such  Classes  provided  for  under  the  Plan.). 
 83  Unsecured  Creditors  Committee  Comments  at  1. 


 84  See  WorldCom  Reply  at  1-  2;  Unsecured  Creditors  Committee  Comments  at  1;  Goldstein  Testimony  at  11 
 (stating  that,  if  forced  to  liquidate,  WorldComs  creditors  would  recover  significantly  less  than  the  recoveries  provided  for  in  the  reorganization  plan.). 


 85  See,  e.  g.,  Mobilemedia  Order,  14  FCC  Rcd  at  8022,  para.  19  (stating,  [  t]  here  is  no  dispute  that  the  proposed 
 transaction  will  further  the  bankruptcy  code  by  providing  for  a  substantial  recovery  to  innocent  secured  and  unsecured  creditors  holding  massive  amounts  of  debt.) 


 86  See  Snyder  Petition  at  10. 
 87  Goldstein  Testimony  at  13;  Unsecured  Creditors  Committee  Comments  at  8-  9  (describing  the  limitations  on 
 business  decisions,  the  required  public  nature  of  many  competitive  decisions,  the  extremely  limited  access  to  capital  markets  or  trade  credit,  and  the  negative  public  perception  and  uncertainty  attendant  to  operation  in  bankruptcy);  see 


 also  SEC  v.  WorldCom,  273  F.  Supp.  2d  at  433  (stating,  companies  rarely  seek  bankruptcy  except  as  a  last  resort,  for  it  involves  numerous  competitive  disadvantages  as  well,  not  only  in  public  relations  and  customer  dissatisfaction 
 but  in  future  capacity  to  borrow  and  to  raise  capital.). 
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 Moreover,  the  Commission,  as  custodian  of  the  policies  governing  this  nations  telecommunications  marketplace,  has  an  interest  in  advancing  the  policy  goals  of  the  bankruptcy 
 laws,  which  sometimes  require  substantial  changes  in  ownership  and  control  in  order  to  maximize  compensation  to  creditors  and  to  avoid  the  negative  consequences  of  liquidation.  88 
 Finally,  the  Commission  has  available  to  it  other  authority  and  procedural  tools  through  which  it  can  enforce  its  rules,  as  it  deems  necessary,  short  of  and  separate  from  license  revocation. 


 22.  Concluding  our  Second  Thursday  analysis,  we  find  that  it  has  not  been  shown  that  any  actual  or  possible  wrongdoers  will  benefit  from  grant  of  this  application,  and  to  the  extent 
 we  can  give  credence  to  any  such  speculative  benefit,  it  is  far  outweighed  by  the  equitable  considerations  in  favor  of  innocent  creditors.  Accordingly,  we  find  that  granting  the  applications 
 is  fully  consistent  with  the  Second  Thursday  policy. 
 2.  Post-  Application  Issues 
 23.  The  Petitions  to  Deny  allege  that  WorldComs  behavior  since  filing  the  instant  application  on  June  13,  2003  raises  character  qualification  issues.  Although  these  allegations, 


 discussed  more  fully  below,  explicitly  involve  the  character  of  the  transferor,  WorldCom  DIP,  we  note  that  they  also  indirectly  impugn  the  character  of  the  transferee,  MCI,  Inc.,  which  will 
 assume  control  of  the  transferor,  including  its  current  management.  We  review  these  allegations  pursuant  to  section  310(  d)  of  the  Act  which  requires  the  Commission  to  consider  whether  the 
 transfer  will  serve  the  public  interest,  convenience  and  necessity.  Petitions  to  Deny  must  set  forth  specific  allegations  demonstrating  that  grant  of  the  application  would  be  prima  facie 
 inconsistent  with  this  standard,  and  the  existence  of  substantial  and  material  questions  of  fact  exist  that  would  warrant  a  hearing.  89  We  find  that  the  Petitions  to  Deny  have  not  met  this 
 burden,  and  accordingly  we  are  not  designating  these  character  issues  for  a  hearing. 
 24.  We  find  that  although  WorldCom  violated  one  of  the  Commissions  procedural  rules,  this  violation  does  not  warrant  a  hearing  or  forfeiture,  as  advocated  by  Ms.  Snyder.  90 


 Specifically,  we  find  that,  when  it  filed  its  application,  WorldCom  did  not  misrepresent  the  truth 


 88  See  generally  Goldstein  Testimony.  Although  we  do  not  reach  such  a  conclusion  here,  the  Commission  has  in 
 the  past  stated  that  corporate  reorganization  may  even  absolve  carriers  of  past  misconduct.  Applications  of  ASD  Answer  Service,  Inc.  et  al.,  for  Authority  to  Construct  New  One-  Way  Paging  Stations  in  the  Domestic  Public  Land 


 Mobile  Radio  Service  on  34  and  43  Mhz  Frequencies  at  Various  Locations  Throughout  the  United  States,  CC  Docket  Nos.  82-  587,  82-  588,  82-  589,  82-  590,  Memorandum  Opinion  and  Order,  1  FCC  Rcd  753  (1986). 


 89  47  U.  S.  C.    309(  d)(  1).  Proponents  of  a  hearing  designation  must  make  a  two-  part  showing.  First,  the 
 proponents  must  make  specific  allegations  of  fact  sufficient  to  show  that  a  grant  of  the  application  would  be  prima  facie  inconsistent  with  the  public  interest.  Second,  they  must  establish  that  substantial  and  material  questions  of  fact 


 regarding  that  issue  have  been  created.  See  e.  g.,  Gencom  Inc.  v.  FCC,  832  F.  2d  171,  180-  81  (D.  C.  Cir.  1987);  Health  and  Medicine  Policy  Research  Group  v.  FCC,  807  F.  2d  1038,  1045  n.  10  (D.  C.  Cir.  1987);  Astroline 
 Communications  Co.  v.  FCC,  857  F.  2d  1556,  1562  (D.  C.  Cir.  1988). 
 90  Snyder  Petition  at  8-  13. 
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 in  its  answers  to  questions  75  and  77  on  FCC  Form  603  in  the  instant  applications.  91  At  the  time  of  filing,  WorldCom  was  not  subject  to  any  criminal  charges.  92  Nevertheless,  we  find  that 
 WorldCom  failed  to  amend  its  application  in  a  timely  manner,  pursuant  to  section  1.65  of  the  Commissions  rules,  93  to  notify  the  Commission  of  the  State  of  Oklahomas  criminal  charges 
 against  WorldCom.  94  Question  77  is  written  in  broad  terms  that  require  an  applicant  to  report  involvement  in  pending  state  and  federal  felony  cases,  such  as  the  criminal  charges  in  Oklahoma, 
 and  rule  1.65  requires  that  applicants  be  responsible  for  the  continuing  accuracy  and  completeness  of  information  furnished  in  a  pending  application.  95  Although  we  find  that 
 WorldCom  violated  the  Commissions  rule  1.65,  we  find  that  based  on  these  circumstances,  WorldComs  rule  violation  does  not  raise  sufficient  grounds  to  warrant  a  hearing  or  revocation 
 because  this  specific  failure  to  disclose  involved  exceptionally  widely  known  information.  96  We  do,  however,  admonish  WorldCom  for  its  failure  to  observe  our  procedural  requirements.  Strict 
 adherence  to  these  requirements  by  applicants  is  important  to  the  fact-  finding  function  of  this  agency  and  the  fair  administration  of  our  transfer  process.  Under  other  circumstances,  failure  to 
 disclose  material  facts  to  this  Commission  or  amend  an  application  in  a  timely  fashion  could  result  in  fines,  rejection  of  applications,  significant  delays  in  their  resolution,  or  revocation  of 
 licenses. 
 25.  Ms.  Snyder  and  UCC  also  point  to  the  more  recent  allegations,  raised  in  other  fora,  that  WorldCom  has  avoided  payment  of  access  fees  by  its  methods  of  routing  calls,  both  before 


 91  Question  75  of  Form  603  asks,  Has  the  Assignee  or  Transferee  or  any  party  to  this  application,  or  any  party 
 directly  or  indirectly  controlling  the  Assignee  or  Transferee,  or  any  party  to  this  application  ever  been  convicted  of  a  felony  by  any  state  or  federal  court?  If  'Yes',  attach  exhibit  explaining  circumstances.  Question  77  of  Form  603 


 asks,  Is  the  Assignee  or  Transferee,  or  any  party  directly  or  indirectly  controlling  the  Assignee  or  Transferee  currently  a  party  in  any  pending  matter  referred  to  in  the  preceding  two  items?  If  'Yes',  attach  exhibit  explaining 
 circumstances. 
 92  See  WorldCom  Reply  at  14-  15.  As  noted  above,  the  criminal  charges  brought  by  the  State  of  Oklahoma  on 
 August  27,  2003  are  the  first  criminal  charges  brought  against  WorldCom  DIP. 
 93  47  C.  F.  R.    1.65  (requiring  notice  within  30  days  of  information  updating  a  pending  application  [  w]  henever 
 the  information  furnished  in  the  pending  application  is  no  longer  substantially  accurate  and  complete  in  all  significant  respects). 


 94  See  Snyder  Third  Supplement  at  3-  5. 
 95  47  C.  F.  R.    1.65. 
 96  The  Oklahoma  indictments  received  extensive  press  coverage  and  were  included  in  the  record  on  August  29, 
 2003  by  Ms.  Snyder,  only  two  days  after  the  charges  were  filed.  See,  e.  g.,  Leading  in  the  News:  MCI  and  Ebbers  are  Charged  by  Oklahoma,  WALL  ST.  J.,  Aug.  28,  2003,  at  A3;  Christopher  Stern  and  Brooke  A.  Masters, 


 WorldCom,  Ex-  Officers  Charged  in  Oklahoma,  WASH.  POST,  Aug.  28,  2003,  at  E1;  Snyder  First  Supplement.  Thus,  unlike  many  cases  where  applicants  withhold  material  information,  the  information  at  issue  was  obviously  known  to 
 the  Commission. 
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 and  after  its  reorganization.  97  The  Commission  has  begun,  but  has  not  yet  completed,  an  investigation  into  these  allegations.  98  We  find  that  these  allegations  do  not  provide  a  basis  for 
 determining  that  WorldCom  lacks  the  fitness  to  hold  licenses  and  authorizations.  Consistent  with  past  agency  practices,  we  believe  that  these  allegations  are  best  addressed  through  specific 
 enforcement  proceedings.  99  Additionally,  it  does  not  appear  that  Congress  intended  general  allegations  made  upon  information  and  belief    such  as  those  contained  in  the  access  charge 
 complaint  and  in  the  petitions  to  deny    by  themselves  to  be  a  sufficient  basis  on  which  to  require  a  hearing  under  section  309  of  the  Act.  100  The  Commission,  nonetheless,  takes  such 
 allegations  seriously  and  will  impose  appropriate  sanctions  against  WorldCom  or  MCI  if  the  results  of  our  investigation  reveal  a  violation. 


 26.  In  a  final  argument  against  the  license  transfer,  Ms.  Snyder  alleges  that  WorldCom  failed  properly  to  document  certain  ex  parte  contacts  it  had  with  Commission  staff.  101  This 
 allegation  does  not  present  a  substantial  or  material  question  of  fact.  WorldComs  filings  report  presentations  which  are  permissible  under  the  ex  parte  rules,  provided  they  are  properly 
 disclosed  on  the  record.  The  rule  requires  an  ex  parte  presenter  to  file  a  summary  of  data  or  arguments  not  already  reflected  in  that  persons  written  comments,  memoranda  or  other 
 filings.  102  Although  WorldComs  filing  is  spare,  there  is  no  reason  to  believe  that  it  omits  any  significant  material.  WorldCom  has  submitted  extensive  material  for  the  record  in  this  docket 
 and  there  is  no  indication  that  it  presented  any  new  data  or  arguments  during  its  presentation.  103 


 97  Snyder  Petition  at  12;  UCC  Petition  at  4-  5.  As  noted  above,  Ms.  Snyder  has  supplemented  the  record  to 
 include  the  now-  stayed  civil  complaint  AT&  T  has  filed  against  WorldCom  on  this  matter  in  federal  district  court.  See  Snyder  Second  Supplement. 


 98  See  WorldCom  Reply  at  13. 
 99  See  Applications  of  EchoStar  Communications  Corp.  and  Hughes  Corp.  for  Consent  to  Transfer  Control  of 
 Licenses,  17  FCC  Rcd  20559,  20578-  79,  para.  33  (2002);  Bell  Atlantic/  GTE  Merger  Order,  15  FCC  Rcd  at  14229,  para.  432. 


 100  See  Stone  v.  FCC,  466  F.  2d  316,  322  (D.  C.  Cir.  1972)  (  The  allegation  of  ultimate,  conclusionary  facts  or  more 
 general  allegations  on  information  and  belief,  supported  by  general  affidavits  .  .  .  are  not  sufficient,  quoting  S.  Rep.  No.  690,  86th  Cong.,  1st  Sess.  3  (1959)).  See  also  47  U.  S.  C.    309  (  Such  allegations  of  fact  shall,  except  for 


 those  of  which  official  notice  is  taken,  be  supported  by  affidavit  of  a  person  or  persons  with  knowledge.) 
 101  Snyder  Fifth  Supplement. 


 102  47  C.  F.  R.    1.1206(  b)(  2). 
 103  See  Letter  from  A.  Richard  Metzger,  Counsel  for  WorldCom,  to  Marlene  Dortch,  Secretary,  FCC,  WC  Docket 
 No.  02-  215  (filed  Nov.  25,  2003)  (WorldCom  Nov.  25,  2003  Ex  Parte  Letter)  (stating  that  the  presentations  at  those  meetings  were  consistent  with  MCIs  previous  written  submissions  in  this  docket.);  see  also  Letter  from  A. 


 Richard  Metzger,  Counsel  for  WorldCom,  to  Marlene  Dortch,  Secretary,  FCC,  WC  Docket  No.  02-  215  (filed  Oct.  10,  2003);  Letter  from  A.  Richard  Metzger,  Counsel  for  WorldCom,  to  Marlene  Dortch,  Secretary,  FCC,  WC 
 Docket  No.  02-  215  (filed  Oct.  15,  2003). 
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 27.  In  summary,  we  find  that  the  petitions  to  deny  have  failed  to  allege  substantial  and  material  questions  of  fact  regarding  character  issues  that  require  a  hearing.  As  explained  in 
 greater  detail  below,  the  public  interest  benefits  likely  to  result  from  our  grant  of  the  transfer  application  are  substantial  and  uncontested.  If  the  Commission  were  to  refuse  to  grant  the 
 transfer  application  and  set  public  interest  issues  for  a  section  309  hearing,  it  likely  would  pose  a  substantial  impediment  to  WorldComs  emergence  from  bankruptcy  as  MCI,  Inc.  The 
 voluminous  record  before  us  indicates  that  WorldComs  failure  to  emerge  from  bankruptcy  would  impose  public  costs  unmatched  by  benefits,  and  thus  the  balance  of  equities  counsels 
 against  a  refusal  to  grant  the  application  for  an  indeterminable  period  of  time. 
 B.  Public  Interest  Benefits 
 28.  We  find  that  public  interest  benefits  are  likely  to  result  from  a  grant  of  this  application  allowing  WorldCom  to  effectuate  its  reorganization.  These  benefits,  as  claimed  by 


 WorldCom  and  discussed  below,  are  uncontested. 
 29.  First,  as  described  in  detail  above,  we  find  that  facilitating  a  telecommunications  service  providers  successful  emergence  from  bankruptcy  advances  the  public  interest  by 


 providing  economic  and  social  benefits,  especially  including  the  compensation  of  innocent  creditors.  104  It  is  the  Commissions  policy  to  support  the  goals  of  the  bankruptcy  laws  and, 
 where  possible,  to  accommodate  those  goals  with  the  goals  inherent  in  the  Communications  Act,  which  we  are  charged  to  implement.  105 


 104  In  re  WorldCom  et  al.,  Chap.  11  Case  No.  02-  13533  (AJG),  Findings  of  Fact  and  Conclusions  of  Law,  slip  op. 
 at  98  (Bankr.  S.  D.  N.  Y.  Oct.  31,  2003)  (stating,  Congress  has  recognized  that  the  continuation  of  the  operation  of  a  debtors  business  as  a  viable  entity  benefits  the  national  economy  through  the  preservation  of  jobs  and  continued 


 production  of  goods  and  services.);  NLRB  v.  Bildisco  &  Bildisco,  465  U.  S.  513,  528  (1984)  (stating,  [  t]  he  fundamental  purpose  of  reorganization  is  to  prevent  a  debtor  from  going  into  liquidation,  with  an  attendant  loss  of 
 jobs  and  possible  misuse  of  economic  resources.);  SEC  v.  WorldCom,  273  F.  Supp.  2d  at  434  (S.  D.  N.  Y.  2003)  (stating  that  reorganization  is  a  unique  innovation  of  United  States  bankruptcy  law  that  has  contributed  materially 
 to  the  conservation  of  economic  resources  and  the  stability  of  the  U.  S.  economy.) 
 105  See  Mobilemedia  Order,  14  FCC  Rcd  at  8018,  para.  4;  Applications  of  Space  Station  System  Licensee,  Inc., 
 Motorola  Satellite  Communications,  Inc.  and  Wireless  SP,  Inc.,  Assignors,  and  Iridium  Constellation  LLC,  Iridium  Carrier  Services,  LLC  and  Iridium  Satellite  LLC,  Assignees,  for  Consent  to  Assignment  of  License  Pursuant  to 


 Sections  214  and  310(  d)  of  the  Communications  Act,  Memorandum  Opinion  and  Order,  17  FCC  Rcd  2271,  2286-  87,  para.  34  (Intl  Bur.  2002)  (  Because  this  transaction  permits  the  Iridium  system  to  emerge  from  bankruptcy  and 
 continue  operations,  the  competitive  impact  is  likely  to  be  beneficial.);  Application  of  Orbital  Communications  Corporation  and  ORBCOMM  Global,  L.  P.,  Assignors,  and  ORBCOMM  License  Corp.  and  ORBCOMM  LLC, 
 Assignees,  for  Consent  to  Assign  Non-  Common  Carrier  Earth  and  Space  Station  Authorizations,  Experimental  Licenses,  and  VSAT  Network,  Order  and  Authorization,  17  FCC  Rcd  4496,  4504,  para.  15  (Intl  Bur.  2002) 
 (  Because  this  transaction  permits  the  [licensee]  to  emerge  from  bankruptcy  and  continue  operations,  the  competitive  impact  will  be  beneficial  .  .  .  .  Successful  emergence  from  bankruptcy  is  critical  to  the  continued 
 operation  and  expansion  of  the  ORBCOMM  system.);  LaRose  v.  FCC,  494  F.  2d  1145,  1147  n.  2;  see  also  supra  paras.  13-  22. 
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 30.  Second,  we  find  that  allowing  the  substantially  reorganized  MCI,  Inc.  to  continue  to  serve  its  customers  without  disruption  will  benefit  the  public  interest.  106  As  noted  above, 
 WorldCom  serves  a  substantial  number  of  retail  and  wholesale  customers  and  its  network  includes  components,  such  as  Internet  backbone,  that  are  critical  to  smoothly  functioning 
 communications  and  information  networks  in  the  U.  S.  107  Conversely,  denying  this  application  would  subject  WorldComs  20  million  residential,  business,  and  government  customers  to 
 service  discontinuance  or  other  disruptions.  We  find  that  granting  this  application  will  serve  the  public  interest  by  avoiding  interruptions  in  WorldComs  customers  services.  108 


 31.  Third,  we  find  that  maintaining  a  viable  telecommunications  competitor  like  WorldCom  serves  the  competitive  goals  of  the  Act  and  the  public  interest.  109  Granting  these 
 applications  will  advance  the  development  of  competition  in  telecommunications  markets  by  ensuring  that  one  of  the  largest  facilities-  based  competitors  to  the  incumbent  local  exchange 
 carriers  continues  to  invest,  innovate,  and  compete  in  those  markets.  110  Moreover,  denying  this  application  could  disrupt  the  intercarrier  relationships,  as  well  as  equipment  provider  and  other 
 relationships,  under  which  WorldCom  pays  and  receives  hundreds  of  millions  of  dollars  a  year. 
 IV.  CONCLUSION 
 32.  We  conclude  that  the  public  interest  benefits  of  this  transaction  outweigh  any  alleged  harms  and  that  granting  the  application  will  serve  the  public  interest.  Moreover,  the  character 


 issues  raised  in  this  proceeding  do  not  rise  to  a  level  that  warrant  designation  of  a  hearing  or  denial  of  the  application.  Accordingly,  we  approve  the  requested  transfer  /  assignment  of  the 


 106  See  Global  Crossing  Order  at  para.  37  (stating,  we  find  that  the  continued  operation  of  the  FCC-  Licensed 
 Subsidiaries  will  benefit  competition  by  preventing  discontinuance  of  service  .  .  .  .). 
 107  See  supra  para.  4. 


 108  See  Application  at  14;  Unsecured  Creditors  Committee  Comments  at  7  (stating  that  the  reorganization  will 
 involve  no  interruption  of  service  to  existing  customers  and  that  during  the  period  of  reorganization,  WorldCom  has  had  no  disruptions  in  telecommunications  services,  no  mass  customer  migrations,  and  no  interruptions  in 


 internet  backbone  service.) 
 109  See  Applications  of  XO  Communications,  Inc.  for  Consent  to  Transfer  Control  of  Licenses  and  Authorizations 
 Pursuant  to  Sections  214  and  310(  d)  of  the  Communications  Act  and  Petition  for  Declaratory  Ruling  Pursuant  to  Section  310(  b)(  4)  of  the  Communications  Act,  Memorandum  Opinion  and  Order,  17  FCC  Rcd  19212,  para.  42  (Intl 


 Bur.,  WCB  &  WTB  2002)  (  The  proposed  reorganization  plan  .  .  .  will  allow  a  large  competitive  LEC  to  remain  a  valuable  competitor  and  provider  of  telecommunications  services.);  Global  Crossing  Order  at  para.  37  (stating, 
 we  find  that  the  continued  operation  of  the  FCC-  Licensed  Subsidiaries  will  benefit  competition  by  .  .  .  providing  consumers  choices  among  providers  of  telecommunications  services.);  Application  of  Sirius  Satellite  Radio  Inc.  for 
 Transfer  of  Control  of  Station  Authorization,  Order,  18  FCC  Rcd  215,  217,  para.  7  (Intl  Bur.  2003)  (  The  proposed  transaction  will  help  ensure  that  Sirius,  one  of  only  two  licensed  SDARS  providers,  is  financially  robust  and  capable 
 of  continuing  to  provide  service  to  new  and  existing  customers.). 
 110  Id.;  Application  at  14;  see  also  Unsecured  Creditors  Committee  Comments  at  5  (stating  that  emergence  from 
 bankruptcy  will  enable  the  applicant  to  invest  in  new  facilities  and  to  provide  innovative  new  services). 
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 domestic  and  international  section  214  authorizations,  section  310  licenses,  and  submarine  cable  landing  licenses. 
 V.  ORDERING  CLAUSES 
 33.  Accordingly,  IT  IS  ORDERED  that,  pursuant  to  sections  4(  i),  4(  j),  214(  a),  309,  and  310(  d)  of  the  Communications  Act  of  1934,  as  amended,  47  U.  S.  C.    154(  i),  154(  j),  214(  a), 


 309,  and  310(  d),  and  section  2  of  the  Cable  Landing  License  Act,  47  U.  S.  C.    35  and  Executive  Order  No.  10530,  the  Applications  filed  in  the  above-  captioned  proceeding  to  transfer  control  of 
 various  licenses  and  authorizations,  as  listed  in  Appendix  A  to  this  Memorandum  Opinion  and  Order,  ARE  GRANTED  to  the  extent  specified  in  this  Memorandum  Opinion  and  Order. 


 34.  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  Commissions  rules,  47, 
 C.  F.  R.    63.10,  MCI,  Inc.  and  its  affiliates  SHALL  BE  CLASSIFIED  as  dominant  international  carriers  in  the  provision  of  services  on  the  U.  S.-  Brazil  route,  and  SHALL  FILE  the  reports 
 required  by  section  43.61(  c),  47  C.  F.  R.    43.61(  c),  as  applicable. 
 35.  IT  IS  FURTHER  ORDERED  that  the  petitions  to  deny  the  transfers  of  control,  as  amended,  that  were  filed  by  the  UCC  and  Ms.  Snyder,  ARE  DENIED  to  the  extent  specified  in 


 this  Memorandum  Opinion  and  Order.  111 
 FEDERAL  COMMUNICATIONS  COMMISSION 


 Marlene  H.  Dortch  Secretary 


 111  We  note  that  the  Wireless  Telecommunications  Bureau  has  addressed,  by  separate  letter  rulings,  the  issues 
 raised  in  the  Fourth  and  Sixth  Supplements  to  Ms.  Snyders  Petition  to  Deny.  See  supra  note  29. 
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 APPENDIX  A  LIST  OF  FILE  NUMBERS 
 Part  25    Assignment  of  Common  Carrier  Earth  Station  Licenses 
 File  No.  Licensee  Lead  Call  Sign  SES-  ASG-  20030624-  00892  MCI  WorldCom  Network  Services,  Inc. 
 (DIP)  E0000011  SES-  ASG-  20030624-  00893  WorldCom  Broadband  Solutions,  Inc. 
 (DIP)  E860677  SES-  ASG-  20030624-  00891  MCI  WorldCom  International,  Inc.  (DIP)  E881473 
 SES-  ASG-  20030625-  00902  Overseas  Telecommunications,  Inc.  (DIP)  E950232 


 Part  1  -  Assignment  of  Cable  Landing  Licenses 
 File  No.  Licensee  Lead  License  SCL-  ASG-  20030624-  00012  WorldCom,  Inc.  d/  b/  a  MCI  (DIP)  SCL-  LIC-  19970421- 
 00002  SCL-  ASG-  20030623-  00013  MCI  International,  Inc.  (DIP)  SCL-  85-  003 
 SCL-  ASG-  20030624-  00014  Overseas  Telecommunications,  Inc.  (DIP)  SCL-  90-  005  SCL-  ASG-  20030623-  00015  MCI  Communications  Corporation  (DIP)  SCL-  85-  003 
 SCL-  ASG-  20030623-  00016  MFS  CableCo.  U.  S.,  Inc.  (DIP)  SCL-  LIC-  19960606-  00229 
 SCL-  ASG-  20030623-  00017  WorldCom  International  Data  Services,  Inc.  (DIP)  SCL-  87-  071 
 SCL-  ASG-  20030623-  00018  MFS  Globenet,  Inc.  (DIP)  SCL-  LIC-  19971014-  00009 


 Part  63    Transfer  of  Control  of  International  Section  214  Authorizations  112 
 File  No.  Authorization  Holder  Lead  Authorization  ITC-  ASG-  20030627-  00321  MCI  WorldCom  Network  Services,  Inc. 
 (DIP)  ITC-  87-  184  ITC-  ASG-  20030627-  00322  MCI  International,  Inc.  (DIP)  ITC-  89-  155 
 ITC-  ASG-  20030627-  00323  WorldCom,  Inc.  d/  b/  a  MCI  (DIP)  ITC-  214-  19961212-  00626 
 ITC-  ASG-  20030627-  00324  WorldCom  International  Data  Services,  Inc.  (DIP)  ITC-  90-  128 
 ITC-  ASG-  20030627-  00325  MCI  WorldCom  Communications,  Inc.  ITC-  93-  065 
 112  Pursuant  to  47  C.  F.  R.    63.10(  a)(  2),  MCI,  Inc.  shall  be  classified  as  dominant  on  the  Brazil    U.  S.  route.  See 
 supra  para.  34. 
23
 Federal  Communications  Commission  FCC  03-  319 
 24 
 (DIP)  ITC-  ASG-  20030627-  00326  MCI  WorldCom  International,  Inc.  (DIP)  ITC-  214-  19961003- 
 00486  ITC-  ASG-  20030627-  00327  MCI  Communications  Corporation  (DIP)  ITC-  90-  128 
 ITC-  ASG-  20030627-  00328  Overseas  Telecommunications,  Inc.  (DIP)  ITC-  88-  001  ITC-  ASG-  20030627-  00329  MFS  Globenet,  Inc.  (DIP)  ITC-  98-  622 


 Part  78    Assignment  of  Cable  Television  Relay  Service  Licenses 
 File  No.  Licensee  Call  Sign  CAR-  20030625AA-  08  Wireless  Video  Enterprises,  Inc.  (DIP)  WLY-  681 
 CAR-  20030625AB-  08  WorldCom  Broadband  Solutions,  Inc.  (DIP)  WLY-  569 
 CAR-  20030625AC-  08  WorldCom  Broadband  Solutions,  Inc.  (DIP)  WLY-  570 
 CAR-  20030625AD-  08  WorldCom  Broadband  Solutions,  Inc.  (DIP)  WLY-  576 
 CAR-  20030625AE-  08  WorldCom  Broadband  Solutions,  Inc.  (DIP)  WLY-  577 
 CAR-  20030625AF-  08  WorldCom  Broadband  Solutions,  Inc.  (DIP)  WLY-  712 
 CAR-  20030625AG-  08  WorldCom  Broadband  Solutions,  Inc.  (DIP)  WLY-  721 
 CAR-  20030625AH-  08  WorldCom  Broadband  Solutions,  Inc.  (DIP)  WLY-  457 
 CAR-  20030625AI-  08  WorldCom  Broadband  Solutions,  Inc.  (DIP)  WLY-  458 
 CAR-  20030625AJ-  08  WorldCom  Broadband  Solutions,  Inc.  (DIP)  WLY-  459 
 CAR-  20030625AK-  08  WorldCom  Broadband  Solutions,  Inc.  (DIP)  WLY-  545 
 CAR-  20030625AL-  08  WorldCom  Broadband  Solutions,  Inc.  (DIP)  WLY-  546 
 CAR-  20030625AM-  08  WorldCom  Broadband  Solutions,  Inc.  (DIP)  WLY-  560 
 CAR-  20030625AN-  08  WorldCom  Broadband  Solutions,  Inc.  (DIP)  WLY-  561 


 Assignment  of  Authorizations    Part  22    Public  Mobile  Services;  Part  24    Personal  Communications  Services;  Part  27    Miscellaneous  Wireless  Communications  Services; 
 Part  90    Private  Land  Mobile  Radio  Services;  and  Part  101    Fixed  Microwave  Services 
 File  Number  Licensee  Lead  Call  Sign 
24
 Federal  Communications  Commission  FCC  03-  319 
 25 
 0001348258  MCI  WorldCom  Communications,  Inc.  (DIP)  WPNU610 
 0001348830  Express  Communications,  Inc.  (DIP)  KA68598  0001348207  MCI  WorldCom  Network  Services,  Inc. 
 (DIP)  WAX65  0001348860  Intermedia  Communications,  Inc.  (DIP)  WHB565 
 0001348865  Intermedia  Services  LLC  (DIP)  KCK70  0001348897  SkyTel  Communications,  Inc.  (DIP)  WPOL835 
 0001348923  SkyTel  Communications,  Inc.  (DIP)  KNKG783  0001348938  113  WorldCom  Broadband  Solutions,  Inc. 
 (DIP)  WLA870 


 Part  21    Assignment  of  Domestic  Public  Fixed  Radio  Services  Licenses 
 File  Number  Licensee  Lead  Call  Sign  20030627AAA  114  CS  Wireless  Systems,  Inc.  (DIP)  B028 
 20030617AAA  115  Intermedia  Services  LLC  (DIP)  KFK28  20030627AAB  116  WorldCom  Broadband  Solutions,  Inc. 
 (DIP)  B006 


 Part  63    Transfer  of  Control  of  Section  214  Domestic  Authority 


 113  The  July  9,  2003  Public  Notice  notes  that  Nextel  Communications,  Inc.  was  the  high  bidder  for  these  wireless 
 assets  in  a  court-  authorized  auction  on  June  30,  2003.  July  9,  2003  Public  Notice,  18  FCC  Rcd  at  14183  n.  12.  On  August  15,  2003,  WorldCom  and  Nextel  Spectrum  Acquisition  Corp.  filed  applications  seeking  Commission 


 approval  of  the  proposed  assignment  of  these  licenses  from  WorldCom  to  Nextel.  See  Commission  Seeks  Comment  on  Applications  to  Assign  Wireless  Licenses  from  WorldCom,  Inc.  (Debtor-  in-  Possession)  to  Nextel  Spectrum 
 Acquisition  Corp.,  WT  Docket  No.  03-  203,  Public  Notice,  18  FCC  Rcd  19313  (2003)  (Nextel-  WorldCom  Public  Notice).  As  discussed  in  the  Nextel-  WorldCom  Public  Notice,  we  expect  that  the  parties  will  amend  the  Nextel-WorldCom 
 assignment  applications  to  reflect  the  correct  assignor  if  the  subject  applications  are  consummated  prior  to  the  approval  and  consummation  of  the  Nextel-  WorldCom  assignment  applications.  See  Nextel-  WorldCom  Public 
 Notice,  18  FCC  Rcd  at  19314  n.  6. 
 114  See  id. 


 115  See  id. 
 116  See  id. 
25