Federal Register / Vol. 69, No. 185 / Friday, September 24, 2004 / Notices 57289

Name Location Contact information Hours of operation Mean low water depth Fee 

Pine Island Marina Pine Island ............ VHF CH 68; 860–445–

9729.

Apr–Nov, 9 a.m.–5 

p.m.

8 feet ................................ Free (portable 

cart). 

Spicer’s Noank Marina.Mystic Harbor West 

Cove.

VHF CH 68; 860–536–

4978.

Apr–Nov, 9 a.m.–5 

p.m.

6 feet ................................ Free self service 

portable cart; $20 

Service by marina staff with 

portable cart; 

(free dump station). 

Noank Shipyard ..... Mystic Harbor ........ VHF CH 9; 860–536–9651 Year round, 8 

a.m.–4:30 p.m.

15 feet .............................. $5, free for customers. 

Noank Village Boatyard.Mystic River, 

Noank.

VHF CH 68; 860–536–

1770.

May–Dec, 8:30 

a.m.–5 p.m.

8 feet ................................ $5 token for self 

service at stationary; $30 mobile service, (1 

stationary 1 portable). 

Mystic Shipyard ..... Mystic Harbor ........ VHF CH 9, 68; 860–536–

6588.

June–Sept, 8 a.m.–

5 p.m.; May–Oct 

M–F 8 a.m.–5 

p.m.

10 feet .............................. Free. 

Mystic Seaport 

Pumpouts.

Mystic River ........... VHF CH 68; 860–572–

0711.

July–Aug, 8 a.m.–7 

p.m.; May, June, 

Sept, & Oct, 8 

a.m.–4 p.m.

15 feet .............................. Free, (2 pumpouts). 

Mystic Shipyard 

East.

Mystic River ........... VHF CH 9, 68; 860–536–

4882.

May–Oct, 8 a.m.–4 

p.m.

3 feet ................................ $5, free for customers. 

Brewer Yacht Yard 

at Mystic.

Mystic River ........... 860–536–2293 .................. May–Nov, Sun–

Thur, 8 a.m.–5 

p.m.; Fri–Sat, 8 

a.m.–8 p.m.

11 feet .............................. $5, free for customers. 

Brower’s Cove Marina.Mystic River ........... 860–536–8864 .................. Year Round, 9 

a.m.–5 p.m.

N/A (dump station only) ... Free. 

Mystic River Marina Mystic River ........... VHF CH 9; 860–536–3123 May–Sept, 8 a.m.–

5 p.m.

9 feet ................................ $5. 

Groton, Noank, 

Mystic Pumpout 

boat.

Mystic River ........... VHF CH 68; 860–460–

7336, 860–448–4084.

Memorial Day–Oct, 

Sat, Sun & Mon; 

holidays, 10 

a.m.–6 p.m.

N/A (boat) ......................... Free. 

[FR Doc. 04–21287 Filed 9–23–04; 8:45 am] 

BILLING CODE 6560–50–P

FEDERAL COMMUNICATIONS 

COMMISSION 

[CC Docket No. 92–237; FCC 04–203] 

North American Numbering Plan, 

NeuStar, Inc., Request To Allow 

Certain Transactions Without Prior 

Commission Approval and To Transfer 

Ownership

AGENCY: Federal Communications 

Commission.

ACTION: Notice.

SUMMARY: In this document, the 

Commission makes minor modifications 

to the conditions placed on NeuStar, 

Inc. (NeuStar) in its role as the North 

American Numbering Plan 

Administrator (NANPA) in the Warburg 

Transfer Order. The Commission grants, 

in part, NeuStar’s request to perform 

certain changes and transactions that do 

not affect its neutrality, without prior 

Commission approval.

FOR FURTHER INFORMATION CONTACT: Pam 

Slipakoff, Attorney, Wireline 

Competition Bureau, 

Telecommunications Access Policy 

Division, (202) 418–7400, TTY (202) 

418–0484.

SUPPLEMENTARY INFORMATION: This is a 

summary of the Commission’s Order in 

CC Docket No. 92–237 released on 

August 26, 2004. The full text of this 

document is available for public 

inspection during regular business 

hours in the FCC Reference Center, 

Room CY–A257, 445 12th Street, SW., 

Washington, DC 20554. 

I. Introduction 

1. We grant, in part, NeuStar’s request 

to perform certain changes and 

transactions that do not affect its 

neutrality, without prior Commission 

approval. 

2. Since the regulation of NeuStar as 

a privately held company would differ 

in some respects from the regulation of 

NeuStar as a publicly owned company, 

our review distinguishes the effects of 

and the limitations placed on NeuStar’s 

requests under its current organizational 

structure and after an initial public 

offering (IPO). We find that prior 

approval is no longer required under 

NeuStar’s current organizational 

structure or after an IPO, subject to the 

conditions listed herein, for changes to: 

(1) The structure or size of NeuStar’s 

Board; (2) NeuStar’s bylaws, charter or 

securities; and (3) NeuStar’s corporate 

structure. Under its current 

organizational structure, however, 

NeuStar must continue to seek prior 

approval for: (1) The acquisition of 

equity interests in NeuStar by a 

telecommunications service provider 

(TSP) or TSP affiliate; and (2) any 

transaction that would increase 

Warburg, Pincus & Co.’’s (Warburg’s) 

percentage equity interest in NeuStar. 

We also conclude that prior approval 

will not be required once NeuStar 

becomes a public company for: (1) 

Transactions that dilute or do not 

increase any interests of a TSP or TSP 

affiliate in NeuStar; (2) NeuStar to issue 

indebtedness to any entity that is not a 

TSP or TSP affiliate; (3) NeuStar to 

acquire an equity interest in any entity 

that is not a TSP or TSP affiliate. 

57290 Federal Register / Vol. 69, No. 185 / Friday, September 24, 2004 / Notices 

NeuStar, however, will be required to 

notify the Commission of any changes 

or transactions for which prior approval 

has been eliminated, as specified below. 

3. We also grant, in part, NeuStar’s 

request for a transfer of ownership 

control from the current majority 

shareholder, a Voting Trust, to a broader 

shareholder base through an IPO. We 

further conclude that NeuStar’s 

proposal to change its organizational 

structure does not require rebidding the 

NANPA contract. 

II. Discussion 

4. As we explain below, NeuStar may 

continue to serve as a neutral 

numbering administrator after it 

becomes a publicly-owned entity. In 

addition, we find generally that NeuStar 

may grow or change as a corporate 

entity, including becoming a publiclyowned company, so long as adequate 

safeguards are in place to ensure that it 

remains neutral. 

5. The same general neutrality 

concerns that were present when 

ownership of Lockheed Martin IMS 

Corporation (Lockheed) was transferred 

to Warburg will continue as long as 

NeuStar remains a private entity that is 

primarily owned and controlled by a 

TSP affiliate, Warburg. Therefore, we 

keep in place most of the pre-approval 

requirements for the period before 

NeuStar shares are offered for sale to the 

general public. We, however, take this 

opportunity to clarify and narrow those 

requirements based on our experience. 

After an IPO, the corporate influence of 

any given TSP or TSP affiliate will 

likely be diluted. Accordingly, there 

will be less need to monitor all 

transactions affecting NeuStar’s 

ownership and corporate structure. The 

disclosure requirements established in 

this Order and other regulatory 

requirements will subject NeuStar as a 

public company to greater scrutiny and 

oversight. In addition to our oversight, 

NeuStar would be subject to regulation 

by the Securities and Exchange 

Commission (SEC) which will bring 

greater transparency to NeuStar’s 

business dealings. Furthermore, other 

existing neutrality oversight 

mechanisms will remain in place. These 

mechanisms include, but are not limited 

to: the Commission’s rules; the North 

American Numbering Council’s 

(NANC), authority to investigate 

NeuStar’s neutrality; NeuStar’s 

obligation to submit quarterly neutrality 

audits to the NANC and the FCC; and 

NeuStar’s obligations to comply with its 

Code of Conduct. Therefore, we believe 

that we are justified in relaxing the postIPO prior approval requirements subject 

to certain conditions. We emphasize 

that the Commission will have no 

tolerance for violations of the neutrality 

requirements and the conditions set 

forth in this Order. Any violation of 

these requirements will subject NeuStar 

to any and all remedies available to the 

Commission, up to and including 

contract termination. 

A. Standard of Review 

6. Commission Rules. Section 52.12 of 

the Commission’s rules addresses the 

NANPA neutrality requirements. 

Specifically, section 52.12(a)(1) states 

that the NANPA must be a nongovernmental entity, not aligned with 

any particular industry segment. Thus, 

a TSP may not be the NANPA. 

Furthermore, the NANPA may not be an 

affiliate of a TSP. The Commission’s 

rules state that the majority of the 

NANPA’s debt must not be issued to, 

nor may a majority of the NANPA’s 

revenues be received from, a TSP. In 

addition, the NANPA must not be 

subject to undue influence of any party 

with a vested interest in numbering 

administration. Section 52.13 of our 

rules sets forth the general 

responsibilities of the NANPA. More 

specific responsibilities are set forth in 

the NANPA contract. 

7. The Warburg Transfer Order. On 

November 17, 1999, the Commission 

released the Warburg Transfer Order, 

approving the transfer of the NANPA 

functions to NeuStar, subject to the 

terms and conditions enumerated in 

that Order, for the remainder of 

Lockheed’s term of appointment as the 

NANPA. As a threshold matter, the 

Commission found that, because of their 

direct participation as competitors in 

the telecommunications market, no 

telecommunications service providers 

may serve as the NANPA. 

8. In the Warburg Transfer Order, the 

Commission concluded that Lockheed 

must obtain prior approval before 

transferring the NANPA functions to 

NeuStar. The Commission also found 

that Lockheed was in violation of the 

neutrality requirements, because 

Lockheed’s acquisition of Comsat 

Government Services, Inc., a wholly 

owned subsidiary of Comsat 

Corporation Comsat, made it a TSP. 

Lockheed, however, was permitted to 

cure its neutrality violation by 

transferring the NANPA functions to an 

entity that met the neutrality 

requirements. The Commission found 

that NeuStar, as it was structured and 

with the additional safeguards imposed, 

was in compliance with the 

Commission’s neutrality criteria; and, 

therefore, the NANPA functions could 

be transferred to it. The Commission 

also conditioned approval of the transfer 

of the NANPA functions on NeuStar’s 

adherence to a Code of Conduct. 

9. The NeuStar board was to consist 

of two Warburg representatives and two 

unaffiliated directors with no familial or 

business connection with Warburg, 

Warburg Pincus Equity Partners 

(WPEP), or NeuStar management. The 

Senior Vice President and Managing 

Director of CIS were appointed as the 

fifth director and the Chairman of the 

Board. Under the terms of the 

agreement, WPEP owns a 9.9% interest 

in NeuStar; NeuStar management owns 

a 28.1% interest in NeuStar; and 

Lockheed owns a 3% interest in 

NeuStar. The remaining 59% interest in 

NeuStar is owned by an irrevocable 

Voting Trust, which controls the voting 

rights of the shares in the trust. The 

Voting Trust is administered by two 

unaffiliated trustees, who have voting 

rights for the Voting Trust’s 59% 

interest in NeuStar. The beneficiaries of 

the trust include at least 25 individuals 

comprised of the individual WPEP 

investors and NeuStar management. 

10. Bureau Letter. On July 12, 2002, 

the Bureau sent a letter to NeuStar in 

response to the addition of two new 

investors in NeuStar. Although the 

addition of the two new investors did 

not violate the Commission’s neutrality 

rules, it was a change to NeuStar’s 

organizational structure that was 

implemented without prior Commission 

approval. The Bureau retroactively 

approved the admission of the new 

investors, but admonished NeuStar for 

taking such action without prior 

Commission approval. The Bureau 

directed NeuStar to refrain from issuing 

additional shares, registering for sale, 

permitting the private sale, or otherwise 

permitting the transfer of any of its 

shares, if such action could result in a 

change in NeuStar’s organizational 

structure, without first obtaining the 

Commission’s approval. In addition, the 

Bureau reiterated that NeuStar must 

seek and get prior approval for changes 

to its organizational structure, the 

Voting Trust, or the Board, even if 

NeuStar believes that such changes will 

not result in a violation of the 

Commission’s neutrality rules or the 

Warburg Transfer Order. The Bureau 

also stated that any future changes of 

this nature, without first obtaining 

Commission approval, would subject 

NeuStar to any and all remedies 

available to the Commission, up to and 

including termination. Together, the 

Bureau Letter, the Warburg Transfer 

Order, and section 52.12 of our rules 

establish the foundation for evaluating 

NeuStar’s ability to serve as a neutral 

numbering administrator.

Federal Register / Vol. 69, No. 185 / Friday, September 24, 2004 / Notices 57291

B. Changes and Transactions No Longer 

Subject to Prior Approval Requirements 

1. Corporate Changes That Dilute or Do 

Not Increase the Rights of Any TSP or 

TSP Affiliate 

11. Changes to the Board’s Structure 

or Size. We eliminate the prior approval 

requirement for changes to the Board’s 

structure or size, under NeuStar’s 

current organizational structure or after 

an under an IPO, subject to the 

following conditions. First, Warburg’s 

Board membership should not exceed 

the 40 percent level established in the 

Code of Conduct. This measure, as 

advocated by Cox, will help minimize 

the risk of Warburg incrementally 

increasing its influence on the Board. 

Second, no single entity, other than the 

existing Voting Trust, may control more 

than 40 percent of the Board. Such 

measures will help minimize the risk of 

any TSP or TSP affiliate exerting undue 

influence over NeuStar’s responsibilities 

as a neutral numbering administrator. 

Third, no additional directors shall be 

affiliated with a TSP. Fourth, in order to 

further safeguard NeuStar’s neutrality, 

no director may be nominated or chosen 

by a TSP or TSP affiliate. Fifth, the 

majority of NeuStar’s Board members 

must be independent. These conditions 

will ensure that neither Warburg, nor 

any other TSP or TSP affiliate, will exert 

undue influence over NeuStar. 

12. Changes to Bylaws, Charter or 

Securities. We eliminate the prior 

approval requirement for changes to 

NeuStar’s bylaws, charter or securities, 

provided that such changes do not 

provide a TSP or TSP affiliate any rights 

that are not enjoyed by other holders of 

the class of securities held by such 

entity under NeuStar’s current 

organizational structure or after an IPO. 

We agree with Cox, however, that 4 

additional restrictions are necessary to 

ensure compliance with our neutrality 

rules. Thus, the changes to NeuStar’s 

bylaws, charter, or securities are subject 

to the conditions set forth below. 

13. We find that, as proposed by the 

NANC, NeuStar must maintain 

provisions in its bylaws and other 

corporate documents that require it to 

comply with all neutrality rules 

regardless of whether NeuStar is a 

private or public company. Specifically, 

NeuStar’s bylaws and charter must be 

revised to include any changes 

authorized, and limitations placed in 

this Order. In addition, with respect to 

securities, no special rights or classes of 

stock may be issued to TSPs or TSP 

affiliates without prior Commission 

approval. Finally, we find that no 

changes shall be made to NeuStar’s 

bylaws, charter, or securities that may 

affect NeuStar’s compliance with our 

neutrality requirements. These 

provisions will help ensure that NeuStar 

remains neutral by minimizing the risk 

that TSPs or TSP affiliates will exert 

undue influence in violation of the 

Warburg Transfer Order and the 

neutrality rules. 

14. Changes to Corporate Structure.

We eliminate the prior approval 

requirement for changes to NeuStar’s 

corporate structure, including 

reorganization into one or more 

subsidiaries or dispositions of 

subsidiaries under NeuStar’s current 

organizational structure or after an IPO. 

NeuStar, however, must keep its 

numbering administration functions 

severable. Such a separation will allow 

for a smooth transfer of numbering 

administration functions in the event 

another entity is selected to perform the 

numbering administration functions 

currently performed by NeuStar. 

NeuStar must also ensure that the 

boards of any subsidiaries adhere to the 

Code of Conduct and the requirements 

set forth in this Order. In addition, 

NeuStar must file its revised Voting 

Trust and Shareholders’ Agreement 

within 30 days of the release of this 

Order. 

2. Transactions That Dilute or Do Not 

Increase the Rights of Any TSP or TSP 

Affiliate in NeuStar 

15. Pre-IPO Transactions. We 

eliminate the prior approval 

requirement for transactions that dilute 

or do not increase the rights of any 

particular TSP or TSP affiliate, subject 

to the conditions set forth below. We 

adopt NeuStar’s proposed conditions 

that no entity that is a TSP or TSP 

affiliate may acquire any equity in 

NeuStar without prior Commission 

approval, and that any entity’s equity 

interest in excess of 9.9% shall be 

placed in the Voting Trust. 

16. Finally, we find that Warburg’s 

percentage of equity interest in NeuStar 

may be maintained or diluted, but may 

not be increased. We find, however, that 

even a de minimis increase could 

increase Warburg’s influence over 

NeuStar. Thus, we find that prior 

Commission approval remains 

necessary, prior to an IPO, for any 

transaction that increases Warburg’s 

percentage equity interest in NeuStar, 

whether held directly or through the 

Voting Trust. The conditions we 

establish for pre-IPO transactions will 

help ensure that neither Warburg, nor 

any other TSP or TSP affiliate, exerts 

undue influence over NeuStar. 

17. Post-IPO Transactions. We find 

that after an IPO there will be less of a 

need to monitor all transactions 

affecting NeuStar’s ownership, and it 

will be less likely that a particular TSP 

or TSP affiliate could exert control or 

influence over NeuStar without the 

Commission’s knowledge. As noted 

above, disclosure requirements will 

subject NeuStar to more transparency 

and oversight. Therefore, we relax the 

post-IPO pre-approval requirements as 

discussed herein. 

18. We eliminate the prior approval 

requirement for transactions that dilute 

or do not increase any interests of a TSP 

or TSP affiliate in NeuStar, subject to 

the conditions set forth below. 

Individual TSPs and TSP affiliates shall 

be limited to less than a 5% equity 

ownership interest in NeuStar. In the 

event any TSP or TSP affiliate acquires 

any ownership interest in NeuStar in 

violation of this limit, NeuStar may not 

register these shares and no voting 

rights may be granted to such shares. 

TSPs and TSP affiliates may not cure 

any excess interests by placing them in 

the Voting Trust. This requirement will 

help minimize the risk that entities with 

a vested interest in the outcome of 

numbering administration activities will 

be able to exert undue influence over 

NeuStar. Furthermore, limiting the level 

of TSP or TSP affiliate equity interests 

will help minimize the risk of any 

industry segment exerting undue 

influence over NeuStar. 

19. We also decline to impose an 

aggregate ownership cap at this time. 

Ownership by a broad group of 

shareholders that might include 

disparate TSP interests may well 

promote, and not undermine, neutrality. 

We nevertheless recognize the 

possibility that a concentration of 

ownership in the hands of TSPs 

providing similar services might in 

some circumstances lead to the problem 

claimed by Cox. Accordingly, we 

require NeuStar to report to the 

Commission, no later than 30 days after 

its IPO registration statement is declared 

effective, the names of all TSPs or TSP 

affiliates that own a 5% or greater equity 

interest in NeuStar. We also require 

NeuStar, in the context of the periodic 

neutrality audits, to make available to 

the auditor upon the auditor’s request 

any information in NeuStar’s possession 

relating to the identity of the record or 

beneficial owners of its equity shares, 

and, in addition, to certify to the auditor 

upon request that the executive officers 

and directors of NeuStar have no actual 

knowledge of any record or beneficial 

ownership of equity shares by a TSP or 

TSP affiliate, other than as disclosed to 

the auditor. This, in conjunction with 

the other aspects of the required 

neutrality audits and other ongoing 

oversight by NANC and this 

57292 Federal Register / Vol. 69, No. 185 / Friday, September 24, 2004 / Notices 

Commission, will allow us to ascertain, 

before renewing the NANPA contract, 

whether NeuStar’s neutrality has been 

adversely affected by aggregate TSP 

ownership. 

20. Any entity acquiring 5% or more 

of NeuStar equity must certify to 

NeuStar that it is not a TSP or TSP 

affiliate. Any entity that is required to 

certify that it is not a TSP or TSP 

affiliate shall report any changes that 

affect the validity of its certification to 

NeuStar within five business days of the 

change. Five business days will provide 

ample time for NeuStar to inform the 

Commission of such changes. If an 

entity with 5% or more of NeuStar 

equity becomes a TSP or TSP affiliate, 

NeuStar may not register these shares 

and no voting rights may be granted to 

such shares. TSPs and TSP affiliates, 

other than as previously required for 

Warburg, may not cure any excess 

interests by placing them in the Voting 

Trust. This reporting requirement will 

help NeuStar monitor its investors and 

comply with the requirements of this 

Order. NeuStar shall provide copies of 

these certifications and the supporting 

documentation to the Commission and 

the NANC within five business days of 

receiving them. 

21. We also find that NeuStar may 

issue indebtedness to any entity that is 

not a TSP or TSP affiliate without prior 

approval. The Commission, however, 

retains its prior approval requirement 

for any indebtedness that is issued to a 

TSP or TSP affiliate. Any indebtedness 

issued to a TSP must also be consistent 

with section 52.12(a)(1)(ii) of our rules. 

Similarly, we find that NeuStar may 

acquire, without prior approval, an 

entity, or equity interest in an entity, 

which is not a TSP or a TSP affiliate. 

The Commission, however, retains its 

prior approval requirement for any 

equity interest acquired by NeuStar in a 

TSP or TSP affiliate. These limitations 

will help minimize the risk that the 

entity selected to perform numbering 

administration functions will become 

aligned with a particular 

telecommunications industry segment. 

22. Finally, as proposed by NeuStar, 

the majority of NeuStar’s Board shall 

consist of independent directors, as 

defined by the NASDAQ or the New 

York Stock Exchange. This condition, 

combined with the conditions listed 

above, will ensure that the NeuStar 

board remains neutral and not subject to 

undue influence by any TSP, TSP 

affiliate or particular industry segment 

with a vested interest in numbering 

administration activities.

C. Transfer of Control From the Voting 

Trust to a Broad Shareholder Base 

Through an IPO 

23. We find that the transfer of control 

from the current majority shareholder, 

the Voting Trust, to a broad shareholder 

base through an IPO will serve the 

public interest. This transfer will allow 

NeuStar to become a public company, 

permitting it to access a larger capital 

market while maintaining its neutrality. 

We agree with the NANC that allowing 

NeuStar to become a public company 

through an IPO will provide several 

enhancements to the Commission’s and 

the NANC’s ability to monitor NeuStar’s 

adherence to the neutrality 

requirements. First, becoming a public 

company provides more transparency 

through SEC filings. Second, becoming 

a public company adds a new level of 

incentive to comply with neutrality 

requirements through legal exposure to 

claims by public shareholders if 

fiduciary responsibilities are breached. 

Third, becoming a public company 

creates additional incentives to comply 

with neutrality requirements through 

additional pressure on the value of the 

company via its publicly held shares if 

allegations of non-compliance with 

government regulations are made. Thus, 

NeuStar will now be accountable to the 

SEC and its shareholders in addition to 

the Commission. 

24. We, therefore, grant, in part, 

subject to the conditions imposed 

herein, NeuStar’s request for a transfer 

of ownership control from the current 

majority shareholder, a Voting Trust, to 

a broader shareholder base through an 

IPO. 

25. Requirements of an IPO. We find 

that NeuStar’s IPO must meet the 

following requirements. No entity may 

acquire 5% or more of the outstanding 

equity in NeuStar as a result of the IPO. 

After the IPO, TSPs and TSP affiliates, 

other than Warburg, will be limited to 

less than a 5% ownership interest and 

will be required to divest any excess 

interest. As discussed above, TSPs and 

TSP affiliates, other than as previously 

specified for Warburg, cannot cure any 

excess interests by placing them in the 

Voting Trust. Such measures will help 

ensure that TSPs or TSP affiliates do not 

exert undue influence over NeuStar. 

26. In addition, Warburg’s equity 

interest in NeuStar shall not increase as 

a result of the IPO. This condition will 

help ensure that NeuStar remains 

neutral in order to maintain the trust 

and confidence of the entities that must 

submit sensitive data to it in its 

numbering administration activities. 

Finally, NeuStar shall file with the 

Commission and the NANC any and all 

amendments up to and including its 

SEC registration statement and exhibits 

within two days of filing with the SEC. 

This requirement will allow the 

Commission and the NANC to 

continually monitor NeuStar’s 

adherence to the neutrality 

requirements and the conditions 

established in this Order. 

27. We find that NeuStar, through its 

petition and supplemental filings has 

provided sufficient information to 

address its potential IPO. In these 

filings, NeuStar states that following the 

IPO the Voting Trust will remain in 

place. NeuStar also states that the IPO 

will not change the Voting Trust, the 

rights of the trustee, or the rights of the 

entities whose shares are held by the 

Voting Trust. NeuStar anticipates that 8 

to 17 millions shares (approximately 15 

to 30 percent of NeuStar’s current total 

outstanding equity) will be offered in 

the IPO. According to NeuStar, the new 

shares to be issued in the IPO, and any 

shares sold out of the Voting Trust, will 

be common stock that carry the right to 

one vote per share and that have no 

other, special voting rights. These newly 

issued shares may include shares of 

NeuStar common stock owned by 

existing investors in NeuStar. NeuStar 

also explains that although it currently 

has multiple classes of stock, upon the 

closing of the IPO, all outstanding 

shares of preferred stock would be 

converted to common stock, leaving 

NeuStar with one class of stock. 

28. Reporting and Disclosure 

Requirements. Because we eliminate the 

prior approval requirement for certain 

changes and transactions, we shall 

establish reporting and disclosure 

requirements to help us monitor 

NeuStar’s compliance with the 

neutrality requirements and the 

provisions of this Order. NeuStar will be 

required to provide a copy of its IPO 

registration statement, together with any 

and all amendments, up to and 

including its SEC registration statement 

and exhibits and certify that the IPO 

meets the requirements of this Order 

within two days of filing the registration 

statement with the SEC. Additionally, 

NeuStar will be required to provide 

copies of equity ownership information, 

certifications, and shareholder filings 

within two business days of our request. 

Changes to NeuStar’s organizational 

structure, including Board changes, 

must be provided to the Commission 

and the NANC with a detailed 

organizational chart within five days of 

the change. Furthermore, we find that 

NeuStar is required to provide the 

Commission and the NANC with the 

disclosure forms of the shareholders 

who own 5% or more of the company’s 

Federal Register / Vol. 69, No. 185 / Friday, September 24, 2004 / Notices 57293

equity within five days of registration or 

receipt of the disclosure forms. These 

requirements will provide the 

Commission and the NANC with the 

ability to continually monitor NeuStar’s 

neutrality. 

D. NANPA Solicitation 

29. Some commenters suggest that 

eliminating the prior approval 

requirements for certain transactions 

requires rebidding the NANPA contract. 

We disagree. The requested changes do 

not constitute a material change to the 

scope of the original contract. NeuStar 

has not requested a change to its 

responsibilities as the NANPA or to the 

costs of its services. Nor does the relief 

granted to NeuStar in this Order change 

its ability to serve as a neutral 

numbering administrator. Rather, as 

discussed above, the basic statutory and 

regulatory neutrality requirements that 

apply to the NANPA remain intact. For 

these reasons, therefore, we do not 

believe that the scope of the current 

NANPA contract requirements have 

been exceeded so as to require 

rebidding. 

30. CTIA and Syniverse also claim 

that potential bidders were deterred 

from participating in the original 

procurement due to the prior approval 

restrictions on ownership changes 

imposed by the Warburg Transfer Order. 

Again, we disagree. The requirements 

established in the Warburg Transfer 

Order and the Bureau Letter was 

designed to cure the specific neutrality 

conflicts that Lockheed and NeuStar 

faced. Any uncertainty regarding the 

applicability of those requirements to 

others could and should have been 

raised during the NANPA solicitation 

process when potential bidders were 

given an opportunity to obtain 

clarification of the RFP requirements. In 

fact, such questions were raised. In 

response to questions addressing the 

reach of the Warburg Transfer Order, 

the Commission stated, ‘‘Generally, the 

neutrality rules, requirements and 

policies will continue to apply to any 

entity selected as the NANPA’’ and that 

the ‘‘terms and conditions placed on 

NeuStar in the Lockheed Martin

[Warburg] Transfer Order would 

continue with respect to NeuStar if it 

were selected as the NANPA for the 

next term.’’ The Commission further 

explained that ‘‘Bidders cannot assume, 

however, that the FCC would find the 

same terms and conditions would cure 

a potential or actual violation of the 

neutrality provisions with respect to a 

different situation or entity.’’ Thus, 

while the Commission clarified that the 

same types of prior approval restrictions 

contained in the Warburg Transfer 

Order could be imposed on other 

bidders found in violation of a 

neutrality requirement, the 

Commission’s own statements belie any 

basis for the presumption that all such 

restrictions applied to all bidders in all 

situations. 

31. In this same vein, we reject claims 

made that because the actions taken in 

this Order remove alleged restrictions 

on public companies serving as the 

NANPA, rebidding the NANPA 

functions is required. Consistent with 

the analysis set forth above, any 

questions concerning the applicability 

of the requirements of the Warburg 

Transfer Order to this issue could and 

should have been raised during the 

solicitation process. In fact, such issues 

were raised and the Commission’s 

response did not foreclose a public 

company from serving as the NANPA, a 

result made obvious by the fact that a 

public company did bid for the NANPA 

contract. We also find that the public 

interest is not served by rebidding the 

NANPA functions because an entity 

may have mistakenly believed a public 

company could not serve as the 

NANPA. Rebidding the contract is 

neither necessitated nor warranted, 

especially since NeuStar is meeting the 

requirements of its contract and any 

interested party had an opportunity to 

participate during the last solicitation. 

32. We also reject Syniverse’s claim 

that eliminating the prior approval 

requirement for certain transactions 

increased the value of the NANPA 

contract. Syniverse suggests that the 

value of the contract is increased as a 

result of the elimination of certain prior 

approval restrictions. According to 

Syniverse, this ‘‘windfall’’ value should 

not benefit NeuStar. In order for 

Syniverse’s argument to have any 

validity, we would have to conclude 

that the eliminated restrictions hold 

some definitive dollar value and that 

this value would be translated into a 

reduced contract price. Syniverse does 

not provide evidence of NeuStar’s 

purported increased value or a 

mechanism for establishing that value. 

Nor does Syniverse adequately 

demonstrate that changing the prior 

approval requirements would 

necessarily result in a lower contract 

price. Because Syniverse’s contention is 

highly speculative, we find it to be 

without merit. 

33. We strongly reject Syniverse’s 

claim that ‘‘the Commission would 

utterly undermine the integrity of its 

procurements’’ if NeuStar is granted the 

relief it requested without any evidence 

that it needs such relief ‘‘in order to 

perform its contractual obligations’’ or 

that granting the relief requested 

violated the procurement process. 

Whether or not NeuStar needs the relief 

requested to perform its contractual 

obligations is irrelevant to our analysis 

here. Rather, we focus on whether the 

relief requested would adversely impact 

NeuStar’s ability to serve as a neutral 

numbering administrator. Our actions in 

this order in no way compromise the 

integrity of that process. In addition, 

Syniverse fails to provide specific 

evidence of a violation of the 

procurement process we used to select 

the NANPA. Because, as discussed 

above, NeuStar’s request as modified 

herein, does not affect its ability to serve 

as a neutral numbering administrator we 

see no reason why the NANPA cannot 

make changes to its business plan that 

do not impact its neutrality. 

34. Finally, Syniverse contends that 

the Commission should rebid the 

NANPA contract at the end of the 

current period if NeuStar chooses to 

make the requested changes to its 

ownership structure. We disagree. The 

decision whether or not to renew the 

option is not currently before the 

Commission. The factors that might 

impact a decision to exercise the option 

are specifically set forth in section 

17.207 of the FAR and will be evaluated 

by the contracting officer at the time the 

option is to be exercised. 

III. Ordering Clauses 

35. It is ordered, pursuant to sections 

1, 4, and 251 of the Communications 

Act of 1934, as amended, 47 U.S.C. 151, 

154 and 251 this order is adopted. 

36. It is further ordered that the 

request of NeuStar, Inc., perform certain 

changes and transactions that do not 

affect its neutrality, without prior 

Federal Communications Commission 

approval, is granted, in part, to the 

extent set forth herein.

Federal Communications Commission. 

Marlene H. Dortch, 

Secretary.

[FR Doc. 04–21413 Filed 9–23–04; 8:45 am] 

BILLING CODE 6712–01–P

FEDERAL COMMUNICATIONS 

COMMISSION 

Advisory Committee on Diversity for 

Communications in the Digital Age; 

Notice of Public Meeting

AGENCY: Federal Communications 

Commission.

ACTION: Notice of public meeting.

SUMMARY: In accordance with the 

Federal Advisory Committee Act, Public 

Law 92–463, as amended, this notice 

advises interested persons that the