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Order and Declaratory Ruling Approving T-Mobile, MetroPCS Applications

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Released: March 12, 2013
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Federal Communications Commission

DA 13-384

Before the

Federal Communications Commission

Washington, D.C. 20554

In the Matter of

)

)

Applications of Deutsche Telekom AG, T-Mobile

)

WT Docket No. 12-301

USA, Inc., and MetroPCS Communications, Inc.

)

)

For Consent To Transfer of Control of

)

Licenses and Authorizations

)

MEMORANDUM OPINION AND ORDER AND DECLARATORY RULING

Adopted: March 12, 2013

Released: March 12, 2013

By the Chief, Wireless Telecommunications Bureau, and Chief, International Bureau:

TABLE OF CONTENTS

Heading

Paragraph #

I.  INTRODUCTION .................................................................................................................................. 1 

II.  BACKGROUND .................................................................................................................................... 3 

A.  Description of Applicants ................................................................................................................ 3 

1.  T-Mobile USA ........................................................................................................................... 3 

2.  MetroPCS .................................................................................................................................. 5 

B.  Description of Transaction ............................................................................................................... 6 

C.  Transaction Review Process .......................................................................................................... 10 

III.  STANDARD OF REVIEW, PUBLIC INTEREST FRAMEWORK AND OVERVIEW ................... 14 

IV. QUALIFICATIONS OF APPLICANTS ............................................................................................. 17 

V.  POTENTIAL PUBLIC INTEREST HARMS ...................................................................................... 20 

A.  Competitive Overview and Market Definitions ............................................................................. 20 

1.  Competitive Overview ............................................................................................................ 20 

2.  Market Definitions .................................................................................................................. 24 

a.  Product Market ................................................................................................................. 25 

b.  Geographic Markets .......................................................................................................... 29 

c.  Input Market for Spectrum................................................................................................ 34 

d.  Market Participants ........................................................................................................... 36 

B.  Competitive Effects of Transaction ............................................................................................... 38 

1.  Initial Screen............................................................................................................................ 38 

2.  Competitive Analysis .............................................................................................................. 41 

VI. POTENTIAL PUBLIC INTEREST BENEFITS ................................................................................. 56 

A.  Analytical Framework ................................................................................................................... 57 

B.  Description of Applicants’ Claims ................................................................................................. 60 

1.  Expanded and Improved Services and Features ...................................................................... 61 

2.  Deployment of LTE ................................................................................................................. 66 

3.  Network and Non-Network Synergies .................................................................................... 71 

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C.  Discussion ...................................................................................................................................... 74 

D.  Other Issues Raised by Commenters ............................................................................................. 76 

VII.FOREIGN OWNERSHIP AND DECLARATORY RULING ............................................................ 83 

A.  Foreign Ownership ........................................................................................................................ 83 

1.  Review of Foreign Ownership Issues ...................................................................................... 85 

2.  Declaratory Ruling .................................................................................................................. 95 

B.  National Security, Law Enforcement, Foreign Policy, and Trade Concerns ................................. 97 

VIII.CONCLUSION ................................................................................................................................. 100 

IX. ORDERING CLAUSES ..................................................................................................................... 101 

APPENDIX A – Commenters in WT Docket No. 12-301

APPENDIX B – Petition to Adopt Conditions to Authorizations and Licenses and Amendment No. 2 to

the National Security Agreement with Deutsche Telekom

I. INTRODUCTION

1. In this Order, we consider the applications of Deutsche Telekom, T-Mobile USA and

MetroPCS (together, the “Applicants”) for Commission consent to the transfer of control of a number of

Personal Communications Service (“PCS”) and Advanced Wireless Services (“AWS-1”) licenses and

leases, and one lower 700 MHz license to a newly combined entity, ultimately to be named T-Mobile US,

Inc.1 Further, the Applicants also seek Commission approval to the transfer of control of international

Section 214 authorizations held by T-Mobile USA and MetroPCS to Newco.

2. Based on the record before us and our review of the competitive effects of the proposed

transaction, we find that approval of the transaction will serve the public interest. In considering the

applications before us, we evaluate the likely competitive effects of the proposed transaction at both the

local and national levels. The proposed transaction raises horizontal competition issues because it would

result in the combination of overlapping mobile wireless coverage and services in various markets, as

well as the transfer of customers of two current competitors to the newly combined entity, referred to by

the Applicants as “Newco.”2 On these issues, we find that the transaction is not likely to result generally

in competitive or other public interest harms. In addition, to the extent there may be some possible

competitive harms in selected geographic areas, we find that these possible competitive harms are

outweighed by certain public interest benefits likely to result from the proposed transaction. Such

benefits include the facilitation of Long Term Evolution (“LTE”) deployment, the expansion of the

MetroPCS brand into new geographical markets, the development of a more robust, national network,

improved quality of service, and the strengthening of the fourth largest nationwide service provider’s

ability to compete in the mobile broadband services market. In summary, we find that any potential

public interest harms would be outweighed by the resulting public interest benefits and we conclude that,

1 Deutsche Telekom has the right to select a name other than T-Mobile US, Inc. prior to the closing. See Deutsche

Telekom AG Application, ULS File No. 0005446627, Exhibit 1, Description of Transaction and Public Interest

Statement at 3 n.5 (“Public Interest Statement”). The Applicants designated ULS File No. 0005446627 as the lead

wireless application for this transaction.

2 Whereas the Applicants indicate that T-Mobile US, Inc. will be the name of the newly combined entity, the

Applicants explain in the Public Interest Statement that they are using the term “Newco” instead as a convenience to

distinguish the restructured entity from the existing companies. See Public Interest Statement at 3, n. 6. The

Applicants use the term “Newco” throughout their filings in the record. See, e.g., Public Interest Statement, Joint

Opposition, and the Applicants Motion.

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on balance, the transaction is in the public interest. Accordingly, we approve it for the reasons discussed

below.

II. BACKGROUND

A. Description of Applicants

1. T-Mobile USA

3. T-Mobile USA, Inc. (“T-Mobile USA”) is a wholly-owned, indirect subsidiary of

Deutsche Telekom AG (“Deutsche Telekom”), a publicly-traded German corporation. T-Mobile USA

states that, through Deutsche Telekom, foreign entities and persons indirectly hold 100 percent of the

attributable ownership interests in T-Mobile USA.3 T-Mobile USA notes the Commission has previously

authorized Deutsche Telekom’s interest in T-Mobile USA and its licensee subsidiaries pursuant to

Section 310(b)(4) of the Communications Act of 1934, as amended (the “Communications Act”).4

4. T-Mobile USA, headquartered in Bellevue, Washington, is the fourth largest wireless

service provider in the United States in terms of network coverage, number of subscribers, and revenues.5

As of the third quarter of 2012, its network covered approximately 283 million people and approximately

1.2 million square miles.6 At the end of the fourth quarter of 2012, T-Mobile USA reported a total of 33.4

million U.S. subscribers, and service revenues totaling $4.1 billion.7 At the beginning of 2012, T-Mobile

USA announced plans to invest $4 billion towards network modernization and its 4G evolution effort,

including the planned launch of LTE technology in 2013.8

2. MetroPCS

5. MetroPCS Communications, Inc. (“MetroPCS”) is a publicly-traded corporation listed on

the New York Stock Exchange and headquartered in Richardson, Texas.9 MetroPCS describes itself as a

facilities-based mobile broadband communications provider offering wireless services in certain major

metropolitan areas in the United States predominantly on an unlimited, flat-rate, no-long-term-contract

basis.10 MetroPCS is the fifth largest wireless service provider in the United States in terms of network

coverage, number of subscribers, and revenues.11 As of the third quarter of 2012, its network covered

3 See Public Interest Statement at 7.

4 47 U.S.C. § 310(b)(4). See Public Interest Statement at 56-57 (citing VoiceStream Wireless Corporation,

Powertel, Inc., and Deutsche Telekom AG, IB Docket No. 00-187, Memorandum Opinion and Order, 16 FCC Rcd

9779 (2001) (“DT-VoiceStream Order”)).

5 See Implementation of Section 6002(b) of the Omnibus Budget Reconciliation Act of 1993, Annual Report and

Analysis of Competitive Market Conditions with Respect to Mobile Wireless, including Commercial Mobile

Services, WT Docket No. 10-133, Fifteenth Annual Mobile Wireless Competition Report, 26 FCC Rcd 9664, 9695-

97, Tables 1-4 (2011) (“Fifteenth Annual Competition Report”).

6 See UBS Investment Research, US Wireless 411, Version 44.0, 16 November 2012, Table 9 at 14. We derived our

measures of network coverage from Mosaik and U.S. Census data.

7 T-Mobile Release, T-Mobile USA Reports Fourth Quarter 2012 Operating Results (Feb. 27, 2013), available at

http://newsroom.t-mobile.com/articles/t-mobile-2012-fourth-quarter-operating-results (last visited Mar. 4, 2013).

8 T-Mobile Release, T-Mobile USA Announces Reinvigorated Challenger Strategy, available at http://newsroom.t-

mobile.com/articles/ReinvigoratedChallengerStrategy (last visited Mar. 4, 2013).

9 See Public Interest Statement at 2.

10 See id. MetroPCS states that all of its broadband wireless communications services are provided through wholly-

owned indirect subsidiaries. Id.

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approximately 107 million people and approximately 118 thousand square miles.12 At the end of the

fourth quarter of 2012, MetroPCS reported annual service revenues totaling $4.5 billion,13 and

approximately 8.9 million subscribers.14

B. Description of Transaction

6. On October 18, 2012, T-Mobile USA and MetroPCS filed applications (collectively, the

“Applications”) pursuant to Sections 214 and 310(d) of the Communications Act15 seeking Commission

consent to the transfer of control of PCS and AWS-1 licenses and leases, one lower 700 MHz license, and

international Section 214 authorizations, held by T-Mobile USA and its wholly-owned and controlled

subsidiaries and by MetroPCS and its wholly-owned and controlled subsidiaries to a newly combined

entity, Newco.16

7. Pursuant to the terms of the Business Combination Agreement,17 Deutsche Telekom’s

indirect, wholly-owned subsidiary, T-Mobile Global Holding GmbH (“T-Mobile Holding”), would

transfer all of its ownership interests in T-Mobile USA to MetroPCS, and MetroPCS would then issue

stock to T-Mobile Holding or its designee. Consummation of the transaction would result in Deutsche

Telekom holding 74 percent of the ownership interests in Newco and existing MetroPCS shareholders

holding the remaining 26 percent. Both the MetroPCS brand and the T-Mobile brand would be retained,

offered through separate business units.

8. According to the Applicants, the proposed transaction would combine complementary

spectrum portfolios that, in some markets, would result in larger blocks of contiguous spectrum to allow

for higher speeds, greater throughput rates, and increased capacity, and in other markets, would augment

the spectrum holdings of the combined company to enable broader and more robust LTE deployment.18

(Continued from previous page)

11 See Fifteenth Annual Competition Report, 26 FCC Rcd at 9695-97, Tables 1-4.

12 See UBS Investment Research, US Wireless 411, Version 44.0, 16 November 2012, Table 9 at 14. We derived our

measures of network coverage from Mosaik and U.S. Census data.

13 MetroPCS Press Release, MetroPCS Reports Fourth Quarter and Year End 2012 Results (Feb. 26, 2013),

available at http://investor.metropcs.com/phoenix.zhtml?c=177745&p=irol-newsArticle&id=1751461 (last visited

Mar. 4, 2013).

14 MetroPCS Press Release, MetroPCS releases Fourth Quarter 2012 Subscriber Results (Jan. 7, 2013), available at

http://investor.metropcs.com/phoenix.zhtml?c=177745&p=irol-newsArticle&ID=1771515&highlight= (last visited

Mar. 4, 2013).

15 47 U.S.C. §§ 214, 310(d).

16 The Applicants maintain that the public interest would be served by also granting Section 310(b)(4) authority with

respect to MetroPCS’s common carrier licenses. See Public Interest Statement at 56-57. Deutsche Telekom

requests that the Commission condition its grant of the transfer of control applications on compliance with the

provisions of the National Security Agreement (“NSA”) entered into on January 12, 2001, as amended, between

Deutsche Telekom and the Department of Justice, the Federal Bureau of Investigation and the Department of

Homeland Security, which is appended to the DT-Voicestream Order, 16 FCC Rcd 9779 (2001). See Public Interest

Statement at 61-62. See also Applications of T-Mobile USA, Inc. and SunCom Wireless Holdings, Inc. For Consent

to Transfer Control of Licenses and Authorizations and Petition for Declaratory Ruling that the Transaction is

Consistent with Section 310(b)(4) of the Communications Act, WT Docket No. 07-237, Memorandum Opinion and

Order, 23 FCC Rcd 2515 (2008) (“T-Mobile-SunCom Order”) (appending the NSA amendment).

17 The Business Combination Agreement, dated as of October 3, 2012, is attached as Exhibit 5 to ULS File No.

0005446627.

18 See Public Interest Statement at iii-iv, 12, 27-34.

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The Applicants also argue that the proposed transfers would allow the newly combined company to make

more efficient use of the spectrum and offer improved services to consumers across the country.19

9. As proposed, T-Mobile USA and MetroPCS would combine their AWS-1 and PCS

spectrum, as well as one lower 700 MHz license, in 248 Cellular Market Areas (“CMAs”) across the

nation. Post-transaction, in markets in which there is geographical overlap, Newco would hold a

maximum of 110 megahertz of spectrum covering approximately 141 million people, or 46 percent of the

population of the mainland United States.

C. Transaction Review Process

10. On October 3, 2012, Deutsche Telekom, MetroPCS, and T-Mobile USA announced the

agreement under which T-Mobile USA and MetroPCS would be combined.20 On October 17, 2012, the

Wireless Telecommunications Bureau (“WTB” or the “Bureau”) released a public notice establishing a

docket for the proposed transaction, WT Docket No. 12-301, and designated the ex parte status of the

Applications as permit-but-disclose under the Commission’s rules.21 On October 17, 2012, the Bureau

also issued protective orders, as requested by the Applicants, to ensure that any confidential or proprietary

documents submitted to the Commission would be adequately protected from public disclosure, and to

announce the process by which interested parties could gain access to confidential information filed in the

record.22

11. After the Applications were filed on October 18, 2012, WTB released a public notice

announcing that the applications were accepted for filing and sought comment on the proposed

transaction.23 Petitions to deny were due November 26, 2012, oppositions were due December 6, 2012,

and replies were due December 17, 2012. In response to the public notice, the Commission received four

comments, a Joint Opposition from the Applicants, and two replies. 24

12. On November 30, 2012, the Bureau released a public notice announcing that Numbering

Resource Utilization and Forecast (“NRUF”) reports and local number portability (“LNP”) data would be

19 See id.

20 See T-Mobile Release, T-Mobile USA and MetroPCS to combine, creating Value Leader in US Wireless

Marketplace (Oct. 3, 2012), available at http://newsroom.t-mobile.com/articles/t-mobile-metropcs-combine (last

visited Mar. 4, 2013).

21 Commission Opens Docket for Proposed Transfer of Control of MetroPCS Communications, Inc. to Deutsche

Telekom AG, WT Docket No. 12-301, Public Notice, DA-12-1663 (rel. Oct. 17, 2012).

22 See Applications of Deutsche Telekom AG, T-Mobile USA, Inc., and MetroPCS Communications, Inc. For

Consent To Assign or Transfer Control of Licenses and Authorizations, WT Docket No. 12-301, Protective Order,

DA 12-1664 (rel. Oct. 17, 2012), Applications of Deutsche Telekom AG, T-Mobile USA, Inc., and MetroPCS

Communications, Inc. For Consent To Assign or Transfer Control of Licenses and Authorizations, WT Docket No.

12-301, Second Protective Order, DA 12-1665 (rel. Oct. 17, 2012).

23 See Applications of Deutsche Telekom AG, T-Mobile USA, Inc., and MetroPCS Communications, Inc. For

Consent To Assign or Transfer Control of Licenses and Authorizations, WT Docket No. 12-301, Public Notice, DA

12-1730 (rel. Oct. 26, 2012).

24 See Appendix A infra. The Greenlining Institute’s January 22, 2013 comments were filed after the comment

period closed (“Greenlining Opening Comments”). The Applicants filed a motion responding to the Greenlining’s

comments on January 24, 2013 (“Applicants Motion”). We will treat Greenlining’s late-filed comments as informal

comments to the Commission. See 47 C.F.R. § 1.41.

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placed into the record and adopted a protective order pursuant to which the Applicants and third parties

would be allowed to review the specific NRUF reports and LNP data placed into the record.25

13. On December 20, 2012, pursuant to 308(b) of the Communications Act, the Bureau

requested a number of documents and additional information from T-Mobile USA and MetroPCS.26

III. STANDARD OF REVIEW, PUBLIC INTEREST FRAMEWORK AND OVERVIEW

14. Pursuant to Sections 214(a) and 310(d) of the Communications Act, we must determine

whether the Applicants have demonstrated that the proposed transfer of control of licenses,

authorizations, and spectrum leasing arrangements will serve the public interest, convenience, and

necessity.27 In making this assessment, we first assess whether the proposed transaction complies with

the specific provisions of the Communications Act,28 other applicable statutes, and the Commission’s

rules.29 If the transaction does not violate a statute or rule, we next consider whether the transaction could

result in public interest harms by substantially frustrating or impairing the objectives or implementation

of the Communications Act or related statutes.30 We then employ a balancing test weighing any potential

public interest harms of the proposed transaction against any potential public interest benefits.31 The

Applicants bear the burden of proving, by a preponderance of the evidence, that the proposed transaction,

on balance, will serve the public interest.32

15. Our public interest evaluation also necessarily encompasses the “broad aims of the

Communications Act,” which include, among other things, a deeply rooted preference for preserving and

25 See Applications of Deutsche Telekom AG, T-Mobile USA, Inc., and MetroPCS Communications, Inc. For

Consent To Assign or Transfer Control of Licenses and Authorizations, Numbering Resource Utilization and

Forecast Reports and Local Number Portability Reports to be Placed Into the Record, Subject to Protective Order,

WT Docket No. 12-301, Public Notice, DA 12-1934 (rel. Nov. 30, 2012); Applications of Deutsche Telekom AG,

T-Mobile USA, Inc., and MetroPCS Communications, Inc. For Consent To Assign or Transfer Control of Licenses

and Authorizations, WT Docket No. 12-301, NRUF/LNP Protective Order, DA 12-1935 (rel. Nov. 30, 2012).

26 See Letters from Ruth Milkman, Chief, WTB, FCC, to Dan Menser, T-Mobile License LLC, Deutsche Telekom

AG, and Mark A. Stachiw, MetroPCS Communications, Inc., WT Docket No. 12-301 (Dec. 20, 2012).

27 See 47 U.S.C. §§ 214(a), 310(d).

28 Section 310(d) requires that we consider the application as if the proposed assignee were applying for the licenses

directly under Section 308 of the Act, 47 U.S.C. § 308. See, e.g., Applications of Cellco Partnership d/b/a Verizon

Wireless and SpectrumCo LLC and Cox TMI, LLC For Consent To Assign AWS-1 Licenses, WT Docket No. 12-4,

Memorandum Opinion and Order and Declaratory Ruling, 27 FCC Rcd 10698, 10710 ¶ 28 (2012) (“Verizon

Wireless-SpectrumCo Order”).

29 See, e.g., Applications of AT&T Mobility Spectrum LLC, New Cingular Wireless PCS, LLC, Comcast

Corporation, Horizon Wi-Com, LLC, NextWave Wireless, Inc., and San Diego Gas & Electric Company For

Consent to Assign and Transfer Licenses, WT Docket No. 12-240, Memorandum Opinion and Order, 27 FCC Rcd

16459, 16463-64 ¶ 10 (2012) (“AT&T-WCS Order”); Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at 10710 ¶

28; Application of AT&T Inc. and Qualcomm Incorporated For Consent to Assign Licenses and Authorizations, WT

Docket No. 11-18, Order, 26 FCC Rcd at 17589 ¶ 23 (2011) (“AT&T-Qualcomm Order”); Applications of AT&T

Inc. and Cellco Partnership d/b/a/ Verizon Wireless, WT Docket No. 09-104, Memorandum Opinion and Order, 25

FCC Rcd 8704, 8716 ¶ 22 (2010) (“AT&T-Verizon Wireless Order).

30 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16463-64 ¶ 10; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10710 ¶ 28; AT&T-Qualcomm Order, 26 FCC Rcd at 17598-99 ¶ 23; AT&T-Verizon Wireless Order, 25 FCC Rcd at

8716 ¶ 22.

31 Id.

32 Id.

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enhancing competition in relevant markets, accelerating private sector deployment of advanced services,

promoting a diversity of license holdings, and generally managing the spectrum in the public interest.33

Our public interest analysis also can entail assessing whether the proposed transaction will affect the

quality of communications services or result in the provision of new or additional services to consumers.34

In conducting this analysis, we may consider technological and market changes, and the nature,

complexity, and speed of change of, as well as trends within, the communications industry.35

16. Our competitive analysis, which forms an important part of the public interest evaluation,

is informed by, but not limited to, traditional antitrust principles.36 The Commission and the Department

of Justice (“DOJ”) each have independent authority to examine the competitive impacts of proposed

communications mergers and transactions involving transfers of Commission licenses, but the standards

governing the Commission’s competitive review differ somewhat from those applied by the DOJ.37 Like

the DOJ, the Commission considers how a transaction will affect competition by defining a relevant

market, looking at the market power of incumbent competitors, and analyzing barriers to entry, potential

competition and the efficiencies, if any, that may result from the transaction.38 The DOJ, however,

reviews telecommunications mergers pursuant to Section 7 of the Clayton Act, and if it wishes to block a

merger, it must demonstrate to a court that the merger may substantially lessen competition or tend to

create a monopoly.39 The DOJ’s review is also limited solely to an examination of the competitive effects

of the acquisition, without reference to diversity, localism, or other public interest considerations.40

Under the Commission’s review, the Applicants must show that the transaction will serve the public

33 See, e.g., Applications of AT&T Inc. and Centennial Communications Corp. For Consent to Transfer Control of

Licenses, Authorizations, and Spectrum Leasing Arrangements, WT Docket No. 08-246, Memorandum Opinion and

Order, 24 FCC Rcd 13915, 13928 ¶ 28 (2009) (“AT&T-Centennial Order”); Applications of Cellco Partnership

d/b/a Verizon Wireless and Atlantis Holdings LLC For Consent to Transfer Control of Licenses, Authorizations, and

Spectrum Manager and De Facto Transfer Leasing Arrangements and Petition For Declaratory Ruling that the

Transaction is Consistent with Section 310(b)(4) of the Communications Act, WT Docket No. 08-95, Memorandum

Opinion and Order and Declaratory Ruling, 23 FCC Rcd 17444, 17461 ¶ 27 (2008) (“Verizon Wireless-ALLTEL

Order”); Sprint Nextel Corporation and Clearwire Corporation Applications for Consent to Transfer Control of

Licenses, Leases, and Authorizations, WT Docket No. 08-94, Memorandum Opinion and Order, 23 FCC Rcd

17570, 17580 ¶ 20 (2008) (“Sprint Nextel-Clearwire Order”).

34 See, e.g., Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at 10752 ¶ 143; AT&T-Centennial Order, 24 FCC

Rcd at 13928 ¶ 28; Verizon Wireless-ALLTEL Order, 23 FCC Rcd at 17461 ¶ 27; Sprint Nextel-Clearwire Order, 23

FCC Rcd at 17580 ¶ 20.

35 See, e.g., AT&T-Qualcomm Order, 26 FCC Rcd at 17599 ¶ 24; AT&T-Centennial Order, 24 FCC Rcd at 13928 ¶

28; Verizon Wireless-ALLTEL Order, 23 FCC Rcd at 17461 ¶ 27; Sprint Nextel-Clearwire Order, 23 FCC Rcd at

17580 ¶ 20.

36 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16464-65 ¶ 12; AT&T-Qualcomm Order, 26 FCC Rcd at 17599 ¶ 25;

AT&T-Verizon Wireless Order, 25 FCC Rcd at 8717 ¶ 24.

37 See, e.g., AT&T-Qualcomm Order, 26 FCC Rcd at 17599-17600 ¶ 25; AT&T-Verizon Wireless Order, 25 FCC

Rcd at 8717 ¶ 24.

38 See, e.g., AT&T-Centennial Order, 24 FCC Rcd at 13929 ¶ 29; Verizon Wireless-ALLTEL Order, 23 FCC Rcd at

17462 ¶ 28; Sprint Nextel-Clearwire Order, 23 FCC Rcd at 17581 ¶ 21.

39 15 U.S.C. § 18.

40 See, e.g., AT&T-Centennial Order, 24 FCC Rcd at 13929 ¶ 29; Verizon Wireless-ALLTEL Order, 23 FCC Rcd at

17462 ¶ 28; Sprint Nextel-Clearwire Order, 23 FCC Rcd at 17581 ¶ 21.

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interest; otherwise the application is set for hearing.41 Thus, the Commission’s competitive analysis

under the public interest standard is somewhat broader, for example, considering whether a transaction

will enhance, rather than merely preserve, existing competition, and takes a more extensive view of

potential and future competition and its impact on the relevant market.42 If the Commission is unable to

find that the proposed transaction serves the public interest for any reason or if the record presents a

substantial and material question of fact, we must designate the application(s) for hearing.

IV. QUALIFICATIONS OF APPLICANTS

17. As noted previously, when evaluating applications for consent to assign or transfer

control of licenses and authorizations, Section 310(d) of the Communications Act requires the

Commission to determine whether the proposed transaction will serve “the public interest, convenience

and necessity.”43 Among the factors the Commission considers in its public interest review is whether the

applicant for a license has the requisite “citizenship, character, financial, technical, and other

qualifications.”44 Therefore, as a threshold matter, the Commission must determine whether the

applicants to the proposed transaction meet the requisite qualifications requirements to hold and transfer

licenses under Section 310(d) and the Commission’s rules.45 Section 310(d) also obligates the

Commission to consider whether the proposed assignee is qualified to hold Commission licenses.46

18. Discussion. As an initial matter, we note that no parties have raised issues with respect to the

basic qualifications of T-Mobile USA or MetroPCS. The Commission generally does not reevaluate the

qualifications of assignors unless issues related to basic qualifications have been sufficiently raised in

petitions to warrant designation for hearing.47 We find that there is no reason to reevaluate the requisite

citizenship, character, financial, technical, or other basic qualifications under the Communications Act

and our rules, regulations, and policies, of T-Mobile USA or MetroPCS.

19. In addition, no issues have been raised with respect to the basic qualifications of the

41 47 U.S.C. § 309(e); see also AT&T-WCS Order, 27 FCC Rcd at 16464-65 ¶ 12; AT&T-Qualcomm Order, 26 FCC

Rcd at 17599 ¶ 25; Applications for Consent to the Transfer of Control of Licenses, XM Satellite Radio Holdings

Inc., Transferor, to Sirius Satellite Radio Inc., Transferee, Memorandum Opinion and Order and Report and Order,

23 FCC Rcd 12348, 12364 ¶ 30 (2008) (“Sirius-XM Order”); News Corp. and DIRECTV Group, Inc. and Liberty

Media Corp. for Authority to Transfer Control, Memorandum Opinion and Order, 23 FCC Rcd 3265, 3277 ¶ 22

(2008) (“Liberty Media-DIRECTV Order”).

42 See, e.g., AT&T-Qualcomm Order, 26 FCC Rcd at 17599 ¶ 25; AT&T-Verizon Wireless Order, 25 FCC Rcd at

8717 ¶ 24; AT&T-Centennial Order, 24 FCC Rcd at 13929 ¶ 29.

43 47 U.S.C. § 310(d).

44 47 U.S.C. §§ 308, 310(d); see also, e.g., Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at 10712 ¶ 33; AT&T-

Qualcomm Order, 26 FCC Rcd at 17600 ¶ 27; AT&T-Verizon Wireless Order, 25 FCC Rcd at 8718 ¶ 26.

45 See 47 U.S.C. §§ 214(a), 310(d); 47 C.F.R. § 1.948; see also, e.g., Verizon Wireless-SpectrumCo Order, 27 FCC

Rcd at 10712 ¶ 33; AT&T-Qualcomm Order, 26 FCC Rcd at 175600-01 ¶ 27; AT&T-Verizon Wireless Order, 25

FCC Rcd at 8718 ¶ 26.

46 See, e.g., Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at 10712 ¶ 33; AT&T-Qualcomm Order, 26 FCC Rcd

at 175601 ¶ 28; AT&T-Verizon Wireless Order, 25 FCC Rcd at 8720 ¶ 29.

47 See, e.g., Applications for the Assignment of License from Denali PCS, L.L.C. to Alaska DigiTel, L.L.C. and the

Transfer of Control of Interests in Alaska DigiTel, L.L.C. to General Communication, Inc., WT Docket No. 06-114,

Memorandum Opinion and Order, 21 FCC Rcd 14863, 14872 ¶ 16 (2006); Applications of Guam Cellular and

Paging, Inc. and DoCoMo Guam Holdings, Inc., WT Docket No. 06-96, Memorandum Opinion and Order, 21 FCC

Rcd 13580, 13589-90 ¶ 14 (2006).

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proposed assignee, T-Mobile USA.48 Moreover, T-Mobile USA has previously and repeatedly been

found qualified to hold Commission licenses,49 we therefore find that there is no reason to evaluate their

basic qualifications further. We examine the foreign ownership of T-Mobile USA in Section VII., infra.50

V. POTENTIAL PUBLIC INTEREST HARMS

A. Competitive Overview and Market Definitions

1. Competitive Overview

20. T-Mobile USA is a nationwide service provider whose network currently covers

approximately 283 million people, or approximately 92 percent of the population of the mainland United

States.51 MetroPCS is a multi-metro service provider whose network currently covers approximately 101

million people, or approximately 33 percent of the population of the mainland United States.52 The

geographical overlap of the two providers’ spectrum assets would encompass 248 CMAs covering

approximately 141 million people, or approximately 46 percent of the population of the mainland United

States. In those markets, Newco would hold a maximum of 110 megahertz of spectrum post-transaction.

Post-transaction, Newco would have approximately 42 million subscribers,53 and would be the fourth

largest service provider in the United States.

21. Horizontal transactions such as the proposed transaction raise potential competitive

concerns when the merged entity has the incentive and the ability, either by itself or in coordination with

other service providers, to raise prices, lower quality, or otherwise harm competition in a relevant market.

We examine the likelihood of competitive harm first through assessing the extent to which horizontal

market concentration, as measured by the Herfindahl-Hirschman Index (“HHI”), would increase as a

result of the proposed transaction.54 Secondly, we assess whether any substantial increases in horizontal

market concentration would provide the combined entity with the ability to act anti-competitively, either

unilaterally or in concert with other service providers, at the local or national level.

22. In addition, the Commission undertakes a case-by-case review of the competitive effects

of an increase in spectrum holdings on the marketplace.55 Spectrum is an essential input in the provision

48 Newco would indirectly wholly own and control (through T-Mobile USA) the T-Mobile USA/MetroPCS licenses.

See Section VII.A.1. infra.

49 We note that the Commission has previously evaluated the qualifications of T-Mobile USA to hold Commission

licenses. See, e.g., Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at 10712 ¶ 33; T-Mobile-SunCom Order, 23

FCC Rcd at 2520-21 ¶ 10.

50 See Section VII. infra.

51 See Section II.A.1. supra.

52 See Declaration of Douglas S. Glen, Attachment 3 to Public Interest Statement (“Glen Declaration”), at ¶ 3.

Further, we note that T-Mobile USA’s 4G HSPA+ network currently covers 224 million people, while MetroPCS

covers approximately 97 million people with its 4G LTE network. See Public Interest Statement at 34.

53 As of the end of the fourth quarter of 2012, T-Mobile USA had 33.4 million subscribers, and MetroPCS had 8.9

million subscribers. See Section II.A. supra.

54 To assess whether the increase in horizontal market concentration is significant or not, we consider the absolute

level of the post-transaction HHI, which is a widely utilized measure of market concentration, as well as the change

in the HHI. See Section V.B.1. infra.

55 See, e.g., Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at 10716 ¶ 48; AT&T-Qualcomm Order, 26 FCC Rcd

at 17602 ¶ 31; AT&T-Centennial Order, 24 FCC Rcd at 13938 ¶ 50; Biennial Review of CMRS Spectrum

Aggregation Limits, 16 FCC Rcd at 22693-94 ¶ 50.

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of mobile wireless services, and ensuring that sufficient spectrum is available for incumbent licensees as

well as potential new entrants is critical to promoting effective competition and innovation in the

marketplace.56 In our analysis below, we therefore also evaluate the competitive implications of an

increase in spectrum holdings arising from the proposed transaction. In previous transactions, the

Commission has used an initial screen to help identify those markets that provide particular reason for

further competitive analysis.57 However, the Commission is not limited in its consideration of potential

competitive harms solely to markets identified by its initial screen.58

23. In considering the applications before us, as detailed below, we find that the transaction is

not likely to result generally in competitive or other public interest harms in the provision of mobile

wireless services.

2. Market Definitions

24. We begin our competitive analysis by determining the appropriate market definitions for

this transaction,59 including a determination of the product market, geographic markets, the input market

for spectrum suitable and available for the provision of mobile wireless services, and the market

participants.

a. Product Market

25. In its most recent transaction orders, the Commission has used in its competitive analysis

a combined “mobile telephony/broadband services” product market60 that is comprised of mobile voice

and data services, including mobile voice and data services provided over advanced broadband wireless

networks (mobile broadband services).61

26. The Greenlining Institute asserts that the Commission should, in addition to examining

the proposed transaction’s effects on the market for wireless services as a whole, consider the market for

“value wireless services” as a separate market.62 Greenlining contends that it is likely that consumers

56 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16467 ¶ 20; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10716 ¶ 48; AT&T-Qualcomm Order, 26 FCC Rcd at 17601-02 ¶ 30; see also Fifteenth Annual Competition Report,

26 FCC Rcd at 9820 ¶ 266.

57 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16467 ¶ 21; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10719 ¶ 59; AT&T-Qualcomm Order, 26 FCC Rcd at 17602 ¶ 31.

58 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16467 ¶ 21; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10716 ¶ 48; see also, e.g., AT&T-Qualcomm Order, 26 FCC Rcd at 17609-10 ¶¶ 49-50; AT&T-Centennial Order, 24

FCC Rcd at 13946-48 ¶¶ 71-74, ¶ 85.

59 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16468 ¶ 23; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10718 ¶ 52; AT&T-Qualcomm Order, 26 FCC Rcd at 17602 ¶ 32.

60 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16468 ¶ 24; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10717 ¶ 53; AT&T-Qualcomm Order, 26 FCC Rcd at 17603 ¶ 33; AT&T-Centennial Order, 24 FCC Rcd at 13932 ¶

37. The Commission has previously determined that there are separate relevant product markets for interconnected

mobile voice and data services, and also for residential and enterprise services, but found it reasonable to analyze all

of these services under a combined mobile telephony/broadband services product market. See, e.g., AT&T-

Qualcomm Order, 26 FCC Rcd at 17603 ¶ 33; AT&T-Verizon Wireless Order 25 FCC Rcd at 8721 ¶ 35; AT&T-

Centennial Order, 24 FCC Rcd at 13932 ¶ 37.

61 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16468 ¶ 24; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10717 ¶ 53; AT&T-Qualcomm Order, 26 FCC Rcd at 17602-03 ¶¶ 32-33; AT&T-Centennial Order, 24 FCC Rcd at

13932 ¶ 37.

62 Greenlining Institute (“Greenlining”) Opening Comments at 5.

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view “value” wireless services as one set of products and “premium” wireless services as another set of

products.63 They further assert that the Applicants describe T-Mobile USA and MetroPCS as two value

wireless providers who will be able to more effectively compete against high-cost, premium providers,

such as the other three nationwide providers.64

27. The Applicants contend that “all wireless services” is the appropriate product market for

reviewing the proposed transaction.65 In addition, the Applicants argue that Greenlining does not offer a

basis for departing from the Commission’s well-established precedent.66

28. We do not find sufficient evidence in the record to support Greenlining’s contention that

there is a separate product market for “value wireless services.” Rather, we find that T-Mobile USA and

MetroPCS provide services in the combined mobile telephony/broadband services product market and

therefore use the product market definition that the Commission has applied in recent transactions: a

combined “mobile telephony/broadband services” product market that is comprised of mobile voice and

data services, including mobile voice and data services provided over advanced broadband wireless

networks (mobile broadband services).67

b. Geographic Markets

29. The Commission has found that the relevant geographic markets for wireless transactions

generally are “local”68 and also has evaluated a transaction’s competitive effects at the national level

where a transaction exhibits certain national characteristics that provide potential cause for concern.69

30. The Applicants analyze the competitive effects of the proposed transaction using both a

local market and a national market.70 Greenlining argues that the Commission should consider the impact

of this transaction at both a local and national level.71 Greenlining also contends that, in analyzing the

local markets, the Commission should examine the proposed transaction’s competitive effects within the

regional markets that MetroPCS serves.72

31. Because most consumers use their mobile telephony/broadband services at or close to

63 Greenlining Opening Comments at 5.

64 Greenlining Opening Comments at 5.

65 See Public Interest Statement at 46-47; Applicants Motion at 7.

66 See Applicants Motion at 7.

67 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16468 ¶ 24; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10717 ¶ 53; AT&T-Qualcomm Order, 26 FCC Rcd at 17602-03 ¶¶ 32-33; AT&T-Centennial Order, 24 FCC Rcd at

13932 ¶ 37.

68 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16468 ¶ 25; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10718 ¶ 54; AT&T-Qualcomm Order, 26 FCC Rcd at 17604 ¶ 34. In addition, the AT&T-Centennial Order

concluded that with respect to the continental United States, the most appropriate geographic level for market

analysis was the local level. However, that order also found that Puerto Rico and the U.S. Virgin Islands were each

a separate relevant geographic market because of their unique characteristics, including their limited geographic

scope and isolated nature. See also AT&T–Centennial Order, 24 FCC Rcd at 13934 ¶¶ 41-42.

69 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16468 ¶ 25; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10718 ¶ 54; AT&T-Qualcomm Order, 26 FCC Rcd at 17604-05 ¶¶ 34-37.

70 Public Interest Statement at 45-52.

71 Greenlining Opening Comments at 6.

72 Greenlining Opening Comments at 6.

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where they live, work, and shop, they purchase mobile telephony/broadband services from service

providers that offer and market services locally.73 Service sold in distant locations is generally not a good

substitute for service near a consumer’s home or work.74 In addition, service providers compete at the

local level in terms of coverage and service quality.75 Consistent with past transactions, we will primarily

use CMAs as the local geographic markets in which we analyze the potential competitive harms arising

from spectrum aggregation as a result of these transactions.76

32. However, as the Commission has previously recognized, two key competitive variables –

monthly prices and service plan offerings – do not vary for most providers across most geographic

markets.77 The four nationwide mobile telephony/broadband service providers (AT&T, Verizon

Wireless, Sprint, and T-Mobile), as well as some other providers, including MetroPCS, set the same rates

for a given plan everywhere and advertise nationally.78 In addition, certain key elements in the provision

of mobile wireless services, such as the development and deployment of mobile broadband equipment

and devices, are done largely on a national scale.79

33. For purposes of evaluating the competitive effects of the proposed transaction, we use

both local and national markets. Although the proposed transaction does not cover all markets in the

United States, it does span 248 CMAs that are geographically dispersed throughout the United States, 45

of which are Top 100 markets.80 Moreover, T-Mobile USA is currently the fourth largest nationwide

service provider in the United States, and MetroPCS, a multi-metro service provider, is the fifth largest,

and as a result of this transaction, Newco would combine spectrum from T-Mobile USA and MetroPCS in

markets covering close to 50 percent of the population.81 We therefore find it appropriate to consider any

potential national competitive effects that may result from this transaction.

c. Input Market for Spectrum

34. When assessing spectrum aggregation in its review of wireless transactions, the

73 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16469 ¶ 26; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10718 ¶ 56; AT&T-Centennial Order, 24 FCC Rcd at 13934 ¶ 41; see also Fifteenth Annual Competition Report, 26

FCC Rcd at 9693 ¶¶ 23-24.

74 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16469 ¶ 26; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10718 ¶ 56; AT&T-Centennial Order, 24 FCC Rcd at 13934 ¶ 41.

75 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16469 ¶ 26; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10718 ¶ 56; AT&T-Verizon Wireless Order, 25 FCC Rcd at 8728 ¶ 50.

76 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16469 ¶ 26; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10718 ¶ 56; AT&T-Qualcomm Order, 26 FCC Rcd at 17604 ¶ 34.

77 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16469 ¶ 27; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10718 ¶ 57; AT&T-Qualcomm Order, 26 FCC Rcd at 17604-05 ¶¶ 34-37.

78 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16469 ¶ 27; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10718-19 ¶ 57; Fifteenth Annual Competition Report, 26 FCC Rcd at9724-33 ¶¶ 80-102, 9748-50 ¶¶ 129-36.

79 See AT&T-WCS Order, 27 FCC Rcd at 16469 ¶ 27; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at 10719 ¶

57.

80 In those 248 CMAs, MetroPCS holds 10 to 60 megahertz of spectrum, including 10 to 40 megahertz of spectrum

in the Top 100 markets. In addition, MetroPCS has a substantial market presence in 76 CMAs, primarily in the

Northeast, Michigan, Georgia, Texas, Florida, and California, including 31 Top 100 markets (as ranked by 2010

population).

81 See Sections II.A. and V.A..1 supra.

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Commission evaluates the current spectrum holdings of the acquiring firm that are “suitable” and

“available” in the near term for the provision of mobile telephony/broadband services.82 The Commission

has previously determined that cellular, PCS, Specialized Mobile Radio (“SMR”), and 700 MHz band

spectrum, as well as AWS-1 and Broadband Radio Service (“BRS”) spectrum where available,83 and most

recently, WCS spectrum, all meet this definition.84 The Commission has traditionally applied an initial

screen to help identify local markets where a proposed transaction might raise particular concerns with

respect to spectrum holdings.85 The current screen identifies local markets where, after the transaction, an

entity would hold more than approximately one-third of the total spectrum suitable and available for the

provision of mobile telephony/broadband services.86 No party in this proceeding has challenged the

Commission’s current evaluation of what spectrum meets the definition of suitability and availability.

35. We note that the Commission recently initiated a review of its policies toward mobile

spectrum holdings. In the Mobile Spectrum Holdings NPRM, the Commission noted, though, that during

the pendency of the rulemaking proceeding, it would continue to apply its current case-by-case approach

to evaluate mobile spectrum holdings in secondary market transactions and initial spectrum licensing after

auctions.87 Our analysis of the proposed transaction therefore employs the recently modified spectrum

screen, as fully described in the AT&T-WCS Order.88

d. Market Participants

36. The Applicants claim additional sources of competition continue to emerge, including

mobile virtual network operators (“MVNOs”).89 The Applicants claim that Newco will continue to face

competition from nationwide MVNOs and resellers that compete successfully on the strength of voice and

data services that are sold at relatively low prices under their own proprietary brand names.90 The

Applicants conclude that because of the transformative role that MVNOs play in local markets, the

Commission should consider these providers to be market participants.91

37. As in previous transactions, we exclude MVNOs and resellers from consideration when

computing initial concentration measures, although we acknowledge that non-facilities-based service

82 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16469-70 ¶ 29; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10719 ¶ 59; AT&T-Qualcomm Order, 26 FCC Rcd at 17605-06 ¶ 38; AT&T-Centennial Order, 24 FCC Rcd at

13933 ¶ 39.

83 See, e.g., Sprint Nextel-Clearwire Order, 23 FCC Rcd at 17591-92 ¶ 53.

84 See AT&T-WCS Order, 27 FCC Rcd at 16470-71 ¶ 31. In the AT&T-WCS Order, we found that 20 megahertz of

WCS spectrum – comprised of the paired A and B Blocks – are suitable and available for the provision of mobile

telephony/broadband services.

85 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16469-70 ¶ 29; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10719 ¶ 59; AT&T-Qualcomm Order, 26 FCC Rcd at 17602 ¶ 31.

86 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16469-70 ¶ 29; Verizon Wireless-ALLTEL Order, 23 FCC Rcd at

17473 ¶ 54.

87 See Policies Regarding Mobile Spectrum Holdings, WT Docket No. 12-269, Notice of Proposed Rulemaking, 27

FCC Rcd 11710, 11718 ¶ 16 n.59 (2012) (“Mobile Spectrum Holdings NPRM”). See also AT&T-WCS Order, 27

FCC Rcd at 16470 ¶ 30.

88 See generally AT&T-WCS Order, 27 FCC Rcd 16459.

89 See Public Interest Statement at 55.

90 See id.

91 See id.

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options may have an impact in the marketplace and in some instances may provide additional constraints

against anticompetitive behavior.92 Accordingly, we will consider only facilities-based entities providing

mobile telephony/broadband services using cellular, broadband PCS, SMR, 700 MHz, AWS-1, BRS and

WCS spectrum to be market participants, but continue to assess the effect of MVNOs and resellers in our

competitive evaluation.

B. Competitive Effects of Transaction

1. Initial Screen

38. As discussed above, we first apply a two-part screen to help identify local markets where

competitive concerns are more likely.93 The first part of the screen is based on the size of the post-

transaction HHI, and the change in the HHI.94 The second part of the screen identifies local markets

where an entity would acquire more than approximately one-third of the total spectrum suitable and

available for the provision of mobile telephony/broadband services.95

39. For purposes of determining HHIs in this transaction, we use our December 2011 NRUF

database, which tracks phone number usage by all telecommunications service providers.96 Consistent

with our discussion of the local geographic market definition above, in calculating market shares and

market concentration, we analyze wireless provider data for CMAs. Our initial HHI screen identifies 19

CMAs, covering approximately 36 million people, or 12 percent of the population of the mainland United

States,97 13 of which are Top 100 markets.98 Therefore, we focus our analysis of the competitive effects

92 See, e.g., AT&T-Verizon Wireless Order, 25 FCC Rcd at 8722 ¶ 41; AT&T-Centennial Order, 24 FCC Rcd at

13936 ¶ 45; Applications of AT&T Wireless Services, Inc. and Cingular Wireless Corporation For Consent to

Transfer Control of Licenses and Authorizations, WT Docket No. 04-70, Applications of Subsidiaries of T-Mobile

USA, Inc. and Subsidiaries of Cingular Wireless Corporation For Consent and Long-Term De Facto Lease of

Licenses, WT Docket No. 04-254, Applications of Triton PCS License Company, LLC, AT&T Wireless PCS, LLC,

and Lafayette Communications Company, LLC, For Consent to Assignment of Licenses, WT Docket No. 04-323,

Memorandum Opinion & Order, 19 FCC Rcd 21522, 21563 ¶ 92 (2004) (“Cingular-AT&T Wireless Order”).

93 See, e.g., AT&T-Verizon Wireless Order, 25 FCC Rcd at 8720-21 ¶ 32; AT&T-Centennial Order, 24 FCC Rcd at

13935 ¶ 43.

94 Our initial HHI screen identifies, for further case-by-case market analysis, those markets in which, post-

transaction: (1) the HHI would be greater than 2800 and the change in HHI would be 100 or greater; or (2) the

change in HHI would be 250 or greater, regardless of the level of the HHI. See, e.g., AT&T-Verizon Wireless Order,

25 FCC Rcd at 8724-25 ¶ 42.

95 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16469-70 ¶ 29; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10719 ¶ 59; Verizon Wireless-ALLTEL Order, 23 FCC Rcd at 17473 ¶ 54.

96 These data indicate the number of assigned phone numbers that a wireless service provider has in a particular

wireline rate center. Rate centers are geographic areas used by local exchange carriers for a variety of reasons,

including the determination of toll rates. See HARRY NEWTON, NEWTONS TELECOM DICTIONARY: 19TH EXPANDED

& UPDATED EDITION 660 (July 2003). All mobile wireless providers must report to the FCC the quantity of their

phone numbers that have been assigned to end users, thereby permitting the Commission to calculate the total

number of mobile subscribers. For purposes of geographical analysis, the rate center data can be associated with a

geographic point, and all of those points that fall within a county boundary can be aggregated together and

associated with much larger geographic areas based on counties.

97 These 19 markets are CMA 5: Detroit-Ann Arbor, MI; CMA 6: Boston-Brockton-Lowell, MA-NH; CMA 7: San

Francisco-Oakland, CA; CMA 9: Dallas-Fort Worth, TX; CMA 12: Miami-Fort Lauderdale, FL; CMA 22: Tampa-

St. Petersburg, FL; CMA 27: San Jose, CA; CMA 60: Orlando, FL; CMA 72: West Palm Beach-Boca Raton, FL;

CMA 97: Bakersfield, CA; CMA 107: Stockton, CA; CMA 111: Vallejo-Fairfield-Napa, CA; CMA 126: Salinas-

(continued….)

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that may result from a reduction in the number of facilities-based service providers on these 19 markets.

In addition, we also calculate a national HHI (weighted by CMA population) and the change in the

national weighted average HHI. Based on the number of connections, the post-transaction national

weighted average HHI would increase [REDACTED].

40. We also apply our spectrum screen on a county-by-county basis to help identify

particular markets for further analysis of any possible competitive effects resulting from an increase in

mobile spectrum holdings. Application of the initial spectrum screen results in no local markets being

triggered. Nonetheless, we examine any potential competitive effects of this spectrum combination in

some specific local markets because, post-transaction, Newco would hold a substantial amount of AWS-1

spectrum.99

2. Competitive Analysis

41. The market for mobile telephony/broadband services in the United States is

differentiated. Service providers compete not only on the basis of price but also on other variables such

as plan features, call quality, geographic coverage, and customer service.100 Competition may be harmed

either through unilateral actions by the merged entity, or through coordinated interaction among service

providers competing in the relevant market. We analyze below the likelihood of competitive harm at both

the local and national level.

42. Unilateral effects arise when the merged firm finds it profitable to alter its behavior

following the merger by increasing its price or otherwise harming competition.101 In the case of the

provision of mobile telephony/broadband services, in addition to increasing prices this might take the

form of delaying improvements in service quality, adversely adjusting the features of a pricing plan

without changing the price of the plan, or reducing the rate of new product development or other

innovation in a relevant market. Incentives for such unilateral anticompetitive actions will vary with the

nature of competition in the relevant markets.

43. Coordinated effects arise when competing firms, on recognizing their interdependence,

(Continued from previous page)

Seaside-Monterey, CA; CMA 137: Melbourne-Titusville, FL; CMA 142: Modesto, CA; CMA 146: Daytona Beach,

FL; CMA 370: Florida 11 – Monroe; CMA 372: Georgia 2 – Dawson; CMA 375: Georgia 5 – Haralson.

98 The 13 CMAs are CMA 5 (Detroit-Ann Arbor, MI); CMA 6 (Boston-Brockton-Lowell, MA-NH); CMA 7 (San

Francisco-Oakland, CA); CMA 9 (Dallas-Fort Worth, TX); CMA 12 (Miami-Fort Lauderdale, FL); CMA 22

(Tampa-St. Petersburg, FL); CMA 27 (San Jose, CA); CMA 60 (Orlando, FL); CMA 72 (West Palm Beach-Boca

Raton, FL); CMA 97 (Bakersfield, CA); CMA 107 (Stockton, CA); CMA 111 (Vallejo-Fairfield-Napa, CA); CMA

137 (Melbourne-Titusville, FL).

99 Specifically, Newco would hold 70 megahertz of AWS-1 spectrum in one rural county, Whatcom County, in

Washington State; 60 megahertz of AWS-1 spectrum in 6 CMAs, covering approximately 3% of the population; and

50 megahertz of AWS-1 spectrum in in 84 CMAs, covering approximately 29% of the population.

100 While service providers can change some of these conduct variables, for example, price, relatively quickly, other

variables – particularly non-price variables such as quality and coverage – require investments in spectrum or

infrastructure and are not easily modified. See, e.g., Verizon Wireless-ALLTEL Order, 23 FCC Rcd at 17485 ¶ 85;

Cingular-AT&T Wireless Order, 19 FCC Rcd at 21570 ¶ 116.

101 See, e.g., Horizontal Merger Guidelines, U.S. Department of Justice and the Federal Trade Commission, August

19, 2010, at § 6, p. 20 (“2010 DOJ/FTC Horizontal Merger Guidelines”). “A merger between firms selling

differentiated products may diminish competition by enabling the merged firm to profit by unilaterally raising the

price of one or both products above the pre-merger level.” See, e.g., AT&T-Centennial Order, 24 FCC Rcd at

13939-40 ¶ 54; Verizon Wireless-ALLTEL Order, 23 FCC Rcd at 17485 ¶ 84.

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take actions that are profitable for them only as a result of the accommodating reactions of the others.102

Accordingly, one way in which a transaction may create or enhance market power or facilitate its exercise

is by making coordinated interaction among firms more likely, more successful, or more complete.103 In

markets where only a few firms account for most of the sales of a product, those firms may be able to

exercise market power by either explicitly or tacitly coordinating their actions104 and the ability to

successfully coordinate will depend on the strength and predictability of rivals’ responses to a price

increase or other anti-competitive action.105

44. We examine at both a local and a national level, whether this proposed transaction would

increase the incentive and ability for Newco to raise its quality-adjusted prices post-transaction,106 either

on the T-Mobile USA brand or the MetroPCS brand or both. In addition, we evaluate whether its post-

transaction spectrum holdings would be likely to lead to competitive harm. Further, we consider how

existing service providers might reposition in response to any anticompetitive action on the part of

Newco.107 Finally, the reduction in the number of service providers may make it easier for other firms to

coordinate their price responses, and we therefore also evaluate the likelihood of coordinated effects.

45. Record: The Applicants contend that the proposed transaction would not harm, but rather

would enhance national competition and would not raise competitive concerns at the local level.108 The

Applicants further argue that the proposed transaction reduces, rather than increases, market concentration

at the national level.109 Specifically, the Applicants maintain that MetroPCS’s customers are not currently

considered by the Commission to be customers of a nationwide service provider, but after the transaction

they would be customers of a nationwide Newco.110 In addition, the Applicants argue that post-

transaction, the combined entity would continue to be constrained by the full range of competitors and

102 See, e.g., 2010 DOJ/FTC Horizontal Merger Guidelines, at § 7, p. 24. A merger may diminish competition by

enabling or encouraging post-merger coordinated interaction among firms in the relevant market that harms

customers. See, e.g., Verizon Wireless-ALLTEL Order, 23 FCC Rcd at 17491 ¶ 101; Cingular-AT&T Wireless

Order, 19 FCC Rcd at 21570 ¶ 114.

103 See, e.g., AT&T-Centennial Order, 24 FCC Rcd at 13942 ¶ 59; Verizon Wireless-ALLTEL Order, 23 FCC Rcd at

17486 ¶ 88; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21580 ¶ 150.

104 See, e.g., Verizon Wireless-ALLTEL Order, 23 FCC Rcd at 17491 ¶ 101; Cingular-AT&T Wireless Order, 19

FCC Rcd at 21570 ¶ 114.

105 See, e.g., 2010 DOJ/FTC Horizontal Merger Guidelines, at § 7, p. 25.

106 The quality adjusted price is defined as the price paid by consumers divided by the product quality. If, post-

transaction, Newco would keep its prices constant, but exercise its market power by delaying the introduction of a

new technology, say, then the quality adjusted price would increase, and consumers would be worse off. On the

other hand, if Newco were to keep its price constant, but current MetroPCS consumers would have access to the

higher quality T-Mobile USA network (see Section VI.B.1. infra), then the quality adjusted price would fall, and

consumers would be better off.

107 Rival service providers may find it profitable to alter their behavior as a result of the merger – by, for example,

repositioning their products, changing capacity, or changing their own prices. These reactions can alter the total

effect on the market and should be taken into account when evaluating potential unilateral effects. See, e.g., AT&T-

Centennial Order, 24 FCC Rcd at 13939-40 ¶ 54 n.209; Verizon Wireless-ALLTEL Order, 23 FCC Rcd at 17485

n.306; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21570 n.341.

108 See Public Interest Statement at 49-54; see also Applicants Motion at 5.

109 See Public Interest Statement at 51.

110 See id.

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products available at the local level.111

46. Greenlining argues, however, that the proposed transaction could result in reduced

competition in the value market because T-Mobile USA could reduce or completely discontinue its value

offers.112 In addition, Greenlining contends that in areas where Newco has severe spectrum constraints, it

may eliminate the MetroPCS brand and devote Newco’s spectrum to the T-Mobile USA brand,113 which

would harm low-income consumers who cannot afford more expensive “premium” service offerings.114

47. Discussion: In undertaking a market-by-market analysis of the 19 local markets

identified by our initial screen, we consider competitive variables that help to predict the incentive and

ability of service providers to successfully restrict competition. These competitive variables include, but

are not limited to, the total number of rival service providers; the number of rival firms that can offer

competitive nationwide service plans; the coverage of the firms’ respective networks; the rival firms’

market shares; the combined entity’s post-transaction market share and how that share changes as a result

of the transaction; the amount of spectrum suitable for the provision of mobile telephony/broadband

services controlled by the combined entity; and the spectrum holdings of each of the rival service

providers.115

48. After carefully evaluating the 19 CMAs we have identified for particular focus, we find

that competitive harm is unlikely, with the possible exception of two markets in south Florida. We have

closely examined these markets, which with one exception are non-rural,116 and have carefully evaluated

the various market characteristics that would allow rival service providers to provide an effective

competitive constraint in these local markets.117 We find that Newco is not likely to have the ability to

increase the quality adjusted price by reducing the quality of its service offerings or pushing back the

introduction of new advanced technologies, in any of these local markets, with the possible exception of

two markets in south Florida.

49. Post-transaction, Newco would hold an approximate [REDACTED] market share across

these 19 local markets. There are two markets in south Florida in which Newco would hold an

approximate [REDACTED] market share, post-transaction, and would become the leading service

provider in the market. 118

111 See Public Interest Statement at 54; see also Applicants Motion at 5.

112 See Greenlining Opening Comments at 7-8.

113 See Greenlining Opening Comments at 8.

114 See Greenlining Opening Comments at 9-12. We address Greenlining’s concerns in Section VI.D. infra.

115 We derive market shares and HHIs from our analysis of data compiled in our NRUF database. We derive

network coverage from Mosaik and 2010 U.S. Census data, and we obtain spectrum holdings from our licensing

databases and the Application. In addition, we examine data from our LNP database, which includes each instance

of a customer porting a phone number from one mobile provider to another, and indicates both the origin and

destination provider. We also utilized and analyzed the data as provided through our information requests.

116 The population density is measured by the number of people per square mile using 2010 Census data. Only one

market (CMA 370: Florida 11 – Monroe) is characterized as rural, with less than 100 people per square mile.

117 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16472 ¶ 34; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10725-26 ¶ 72.

118 Generally, service providers with market shares of less than 30% are unlikely to be able to successfully raise

price or otherwise behave unilaterally in an anticompetitive manner. See AT&T–Verizon Wireless Order, 25 FCC

Rcd at 8733 ¶ 65. In the 19 markets we examined, Newco would have a combined market share of more than 30%,

post-transaction, in just two markets: CMA12: Miami-Fort Lauderdale, FL and CMA 370: Florida 11 – Monroe.

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50. In Miami-Fort Lauderdale (CMA 12), a market with a population of approximately 4.2

million people and a population density of 1344, the number of service providers with a substantial

market presence would be reduced from five to four. T-Mobile USA currently holds [REDACTED] of

the market and MetroPCS holds [REDACTED] of the market. The post-merger HHI would be

[REDACTED] points from the current value. In this market, the three other nationwide service providers

all have market shares of at least [REDACTED]. Post-transaction, Newco would hold 90 megahertz of

spectrum, and the three other nationwide service providers would hold an average of 101.5 megahertz of

spectrum, and all three have sufficient coverage.119

51. In Florida 11 – Monroe (CMA 370), a market with a population of approximately 73,000

people and a population density of 49, the number of service providers with a substantial market presence

would be reduced from five to four. T-Mobile USA currently holds [REDACTED] of the market and

MetroPCS holds [REDACTED] of the market. The post-merger HHI would be [REDACTED] points

from the current value. In this market, the three other nationwide service providers all have market shares

of at least [REDACTED]. Post-transaction, Newco would hold 90 megahertz of spectrum, and the three

other nationwide service providers would hold an average of 95 megahertz of spectrum, and all three have

sufficient coverage in terms of population.120 We find with respect to these two markets that any possible

competitive harms are far outweighed by the public interest benefits of this transaction, as discussed

below.

52. In the remaining 17 non-rural markets identified, Newco’s market share would be less

than 30 percent post-transaction, and there would be at least three other service providers with a

substantial market presence. Further, with the exception of one local market, three rival service providers

have sufficiently built out their networks and have the ability to offer competitive services.121 The market

presence and capacity of rival service providers are such that they would be able to effectively respond to

deter any unilateral anticompetitive actions by Newco, such as delaying the introduction of a new

advanced technology. Given their relative spectrum positions, and taking into account that their networks

are already built out, we find that they could likely respond to any reduction in service quality or delay in

introducing new technologies quickly and sufficiently.122

53. In addition, we also evaluate the potential competitive effect of the proposed transaction

on those local markets where Newco would hold a substantial amount of AWS-1 spectrum post-

119 The Commission has previously used 70% population coverage and 50% land area coverage as “sufficient.” See

AT&T-Verizon Wireless Order, 25 FCC Rcd at 8733 ¶ 65. AT&T, Verizon Wireless, and Sprint Nextel each cover

100% of the population. AT&T also covers 100% of the land area, while Verizon Wireless and Sprint Nextel cover

57% and 91%, respectively.

120 AT&T, Verizon Wireless, and Sprint Nextel each cover over 90% of the population, and while Sprint Nextel

covers 58% of the land area, AT&T and Verizon Wireless cover 47% and 22%, respectively. In addition, we note

that neither T-Mobile USA nor MetroPCS currently has sufficient coverage in this CMA in terms of land area

covered.

121 In CMA 126: Salinas-Seaside-Monterey, CA, a market of approximately 415,000 people, all three rival service

providers have sufficient coverage in terms of population. However, while both AT&T and Verizon Wireless cover

at least 75% of the land area and thus also have sufficient coverage in terms of land area, Sprint Nextel covers

approximately 40% of the land area. Post-transaction, Newco would hold 85 megahertz of spectrum, while AT&T

holds 136 megahertz, Verizon Wireless holds 99 megahertz, and Sprint Nextel holds 98.35 megahertz of spectrum.

122 In addition, to the extent that MVNOs would exert competitive pressure on Newco in the “value” segment of the

market, the incentive to raise price or otherwise harm competition is further lessened.

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transaction.123 Specifically, we assess the likelihood and extent to which competitors’ costs may be raised

or competitors and/or potential new entrants may be foreclosed from expanding capacity, deploying

mobile broadband technologies, or entering the market, such that consumer choice or service quality

would be reduced.124 We find that although Newco would hold a substantial amount of a certain

frequency of spectrum post-transaction, as independent service providers T-Mobile USA and MetroPCS

are likely to face spectrum constraints in their respective LTE deployment, and moreover the spectrum at

issue in this transaction is not unencumbered greenfield spectrum.125 As in the AT&T-WCS Order,126 we

find that the transfer of the spectrum at issue is unlikely to raise rivals’ costs or to foreclose entry,

expansion, or the deployment of advanced mobile broadband technologies in any of these local markets,

or lead to anticompetitive effects through the increase in Newco’s spectrum holdings at the national

level.127

54. Furthermore, consistent with recent orders, we analyze the potential competitive effects

on the national market that would result from the proposed transaction. Given the combination of

spectrum from T-Mobile USA and MetroPCS in this transaction, along with the increase in market share

for Newco at the national level, national effects on price are possible. We examine the incentive and

ability of rival service providers to reposition128 if Newco were to attempt to exercise market power post-

transaction.129 Further, we consider competitive characteristics that help predict the likelihood of

123 In two recent orders, the Commission assessed the likely competitive effects of spectrum holdings on the market,

where, post-transaction, the acquirer would hold a substantial amount of a certain frequency of spectrum. In the

AT&T-WCS Order, we evaluated the assignment of WCS spectrum to AT&T, and in the Verizon Wireless-

SpectrumCo Order, we evaluated the assignment of AWS-1 spectrum to Verizon Wireless. See generally AT&T-

WCS Order, 27 FCC Rcd at 16459; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd 10698.

124 See AT&T-WCS Order, 27 FCC Rcd at 16472 ¶ 34; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at 10725,

10726-27 ¶¶ 72, 74 nn.186, 187.

125 In the discussion in Section VI., infra, we address the capacity constraints of T-Mobile USA and MetroPCS as

well as their respective ability to provide advanced mobile broadband technologies if they were to remain

independent. See TMUS-DEN-00016226, Sept. 18, 2012, at 20, which [REDACTED]; see also TMUS-DEN-

00118281, Nov. 15, 2012.

126 See AT&T-WCS Order, 27 FCC Rcd at 16473 ¶¶ 36-37.

127 In the Verizon-Wireless-SpectrumCo Order, we found that the proposed assignment of AWS-1 spectrum to

Verizon Wireless, absent mitigating measures, was likely to lead to competitive harm through foreclosure or raising

of rivals’ costs, because the AWS-1 spectrum at issue in those transactions was, at the time, the lone large block of

unencumbered near-nationwide spectrum with a well-developed ecosystem immediately available for the provision

of mobile broadband service, and further because, nationwide, Verizon Wireless had the most substantial total

spectrum holdings of any mobile telephony/broadband service provider. See Verizon Wireless-SpectrumCo Order,

27 FCC Rcd at 10699 ¶ 2, 10717 ¶ 50, 10724-25 ¶ 70, 10727 ¶ 77.

128 See 2010 DOJ/FTC Horizontal Merger Guidelines, at § 6.1, p. 21. When considering “entry,” which is

analogous to repositioning, we examine the timeliness, likelihood, and sufficiency of the “entry efforts,” defined as

the actions the firm must undertake to produce and sell in the market, including: planning, design, licensing or other

approvals, construction and operation of production facilities, promotion, marketing, distribution, etc.

129 If rival service providers can likely reposition their service offerings in a timely and sufficient manner to be able

to offer close substitutes for the products offered by the merging firms, then such repositioning could potentially be

sufficient to deter or counteract what otherwise could potentially be significant anticompetitive effects. See, e.g.,

2010 DOJ/FTC Horizontal Merger Guidelines, at § 6, p. 22.

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successful coordinated interaction among rival service providers.130

55. Post-transaction, Newco would continue to be the smallest service provider of the four

nationwide providers, with approximately 42 million subscribers, as compared to approximately 115

million for Verizon Wireless, approximately 106 million for AT&T, and approximately 56 million for

Sprint Nextel.131 In addition, we find that incumbent service providers could readily reposition their

service offerings in response to any potential quality adjusted unilateral price increase on the part of

Newco.132 Given the relative spectrum positions and market shares of other service providers vis-à-vis

Newco in the mainland United States, we find it unlikely that Newco would have the ability to

unilaterally raise price or otherwise harm competition at the national level. In addition, we find it

unlikely that the transaction would result in coordinated effects at the national level. Both T-Mobile USA

and MetroPCS have a history of being disruptive influences or “mavericks,”133 and moreover, Newco

would have an economic incentive to continue to play this role. As the smallest of the nationwide service

providers, it would benefit less from coordination than its significant rivals (the three other nationwide

service providers) and it can expand output relatively inexpensively.134 Finally, we note that, as an

additional screen to assess the potential for unilateral competitive effects, Commission staff also

conducted certain analyses consistent with the most recent Horizontal Merger Guidelines, 135 which

yielded results in line with our other analyses.

VI. POTENTIAL PUBLIC INTEREST BENEFITS

56. After assessing the potential public interest harms of the proposed transaction, we also

consider whether the proposed transfer of control of the subject wireless licenses and related authorization

is likely to generate verifiable, transaction-specific public interest benefits.136 In doing so, we ask

whether Newco or the Applicants would be able and likely to pursue business strategies resulting in

demonstrable and verifiable benefits to consumers that would not be pursued but for the transaction.137

As discussed below, we anticipate that the proposed transaction likely would result in certain transaction-

specific public interest benefits. In particular, we anticipate that the proposed transaction could facilitate

the deployment of LTE and accelerate the provision of mobile broadband in markets where the

Applicants overlap.

130 These competitive characteristics include, but are not limited to, the degree to which service offerings are

differentiated, the ease with which rival service providers could expand capacity in order to quickly punish

deviation, the availability and transparency of information in the marketplace on, for example, prices, and the

presence of maverick service providers in the market who would be less likely to engage in coordinated interaction.

131 See UBS Investment Research, US Wireless 411, Version 44.0, 16 November 2012, Table 10 at 15. The

subscriber data are reported as of the end of the third quarter of 2012.

132 See Fifteenth Annual Competition Report, 26 FCC Rcd at 9731-33 ¶¶ 97-102.

133 See Declaration of Peter Ewens, Attachment 1 to Public Interest Statement (“Ewens Declaration”) at ¶¶ 9-10.

See also TMUS-DEN-00008630, Dec. 5, 2012, at 4, TMUS-DEN-00008243, Oct. 3, 2012, at 15, 27.

134 See generally Jonathan B. Baker, Mavericks, Mergers, and Exclusion: Proving Coordinated Competitive Effects

Under the Antitrust Laws, 77 NYU L Rev 135, 175-77 (2002).

135 See 2010 DOJ/FTC Horizontal Merger Guidelines, at § 6.1, p. 21.

136 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16474 ¶ 40; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10734 ¶ 95; AT&T-Qualcomm Order, 26 FCC Rcd at 17622-23 ¶ 81.

137 Id.

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A. Analytical Framework

57. The Commission has recognized that “[e]fficiencies generated through a merger can

mitigate competitive harms if such efficiencies enhance the merged firm’s ability and incentive to

compete and therefore result in lower prices, improved quality of service, enhanced service or new

products.”138 Under Commission precedent, the Applicants bear the burden of demonstrating that the

potential public interest benefits of the proposed transaction outweigh the potential public interest

harms.139

58. The Commission applies several criteria in deciding whether a claimed benefit should be

considered and weighed against potential harms. First, the claimed benefit must be transaction-specific.

Second, the claimed benefit must be verifiable. Because much of the information relating to the potential

benefits of a transaction is in the sole possession of the applicants, they are required to provide sufficient

evidence supporting each claimed benefit so that the Commission can verify its likelihood and

magnitude.140 In addition, “the magnitude of benefits must be calculated net of the cost of achieving

them.”141 Furthermore, as the Commission has explained, “benefits that are to occur only in the distant

future may be discounted or dismissed because, among other things, predictions about the more distant

future are inherently more speculative than predictions about events that are expected to occur closer to

the present.”142 Third, the Commission has stated that it “will more likely find marginal cost reductions to

be cognizable than reductions in fixed cost.”143 The Commission has justified this criterion on the ground

that, in general, reductions in marginal cost are more likely to result in lower prices for consumers.144

59. Finally, the Commission applies a “sliding scale approach” to evaluating benefit

claims.145 Under this sliding scale approach, where potential harms appear “both substantial and likely, a

demonstration of claimed benefits also must reveal a higher degree of magnitude and likelihood than we

would otherwise demand.”146 Conversely, where potential harms appear less likely and less substantial,

138 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16474-75 ¶ 41; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd

at 10734 ¶ 96; AT&T-Qualcomm Order, 26 FCC Rcd at 17623 ¶ 83.

139 Id.

140 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16475 ¶ 42; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10735 ¶ 97; AT&T-Qualcomm Order, 26 FCC Rcd at 17623 ¶ 84.

141 Id.

142 See, e.g., Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at 10735 ¶ 97; AT&T-Qualcomm Order, 26 FCC

Rcd at 17624 ¶ 84; AT&T-Verizon Wireless Order, 25 FCC Rcd at 8737 ¶ 75.

143 Id.

144 Id.

145 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16475 ¶ 42; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10735 ¶ 98; AT&T-Qualcomm Order, 26 FCC Rcd at 17624 ¶ 85.

146 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16475 ¶ 42; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at

10735 ¶ 98; AT&T-Qualcomm Order, 26 FCC Rcd at 17624 ¶ 85; cf. 2010 DOJ/FTC Horizontal Merger Guidelines

at § 10, p. 31 (“The greater the potential adverse competitive effect of a merger . . . the greater must be cognizable

efficiencies in order for the Agency to conclude that the merger will not have an anticompetitive effect in the

relevant market. When the potential adverse competitive effect of a merger is likely to be particularly large,

extraordinarily great cognizable efficiencies would be necessary to prevent the merger from being

anticompetitive.”).

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as is the case here, we will accept a lesser showing.147

B. Description of Applicants’ Claims

60. The Applicants assert that the proposed transaction will benefit customers of both T-

Mobile USA and MetroPCS by giving them access, in many cases soon after the proposed transaction

closes, to an expanded and more robust network and improved services and features.148 These network

and service improvements, the Applicants claim, also will make Newco a stronger competitor in the

mobile wireless services market than either T-Mobile USA or MetroPCS, operating alone.149

1. Expanded and Improved Services and Features

61. Expanded Network Coverage. The Applicants claim that MetroPCS’s ability to compete

against other, larger wireless service providers is limited currently by its lack of a nationwide spectrum

footprint.150 MetroPCS must provide its nationwide service to customers through a combination of its

own regional network and a series of strategic voice and data roaming agreements with its larger

competitors151 which makes it significantly more expensive and difficult for MetroPCS to provide

nationwide service than it is for providers that possess their own nationwide network.152 According to the

Applicants, this transaction would enhance the ability of MetroPCS customers to roam nationally on-

network resulting in a major cost saving that ultimately will benefit customers.153 Also, post-merger,

MetroPCS customers would be able to retain MetroPCS-branded services when moving out of

MetroPCS’s current footprint, which they are not able to do today.154 According to the Applicants,

Newco plans not only to continue the MetroPCS business model, brand, and distributions channels post-

merger, but also to extend the MetroPCS brand to new metropolitan areas155 so that this expansion would

serve both new and existing customers nationwide.156 The Applicants assert that both the T-Mobile USA

and MetroPCS brands will be maintained as separate business units post-transaction157 and that the two

147 See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16475 ¶ 42; AT&T-Qualcomm Order, 26 FCC Rcd at 17624 ¶ 85;

AT&T-Verizon Wireless Order, 25 FCC Rcd at 8737 ¶ 76.

148 See Public Interest Statement at i-ii.

149 See id.

150 See Public Interest Statement at 18; Glen Declaration at ¶ 12.

151 See Glen Declaration at ¶ 12.

152 See Id.

153 See Public Interest Statement at 7; Declaration of Douglas S. Glen, Attachment 3 to Public Interest Statement

(“Glen Declaration”), at ¶ 12. See also MPCS-FCC-00000542 Oct. 1, 2012 at 13.

154 See Public Interest Statement at 7; Glen Declaration at ¶ 16. See also TMUS-DEN-00005733 Sept. 9, 2012 at

15.

155 See Public Interest Statement at iii, 20, 22; see also Letter from Nancy J. Victory, Counsel for Deutsche Telekom

AG and T-Mobile USA, Inc., to Marlene Dortch, FCC, WT Docket No. 12-301, filed Jan. 15, 2013 at Presentation

Attachment, page 3 (“T-Mobile USA Jan. 15, 2013 Ex Parte”).

156 Glen Declaration at ¶¶ 15, 20.

157 Public Interest Statement at iii. The Applicants claim that Deutsche Telekom and T-Mobile USA are fully

behind the MetroPCS expansion plans and that Newco’s proposed management has already indicated that it plans to

both maintain and introduce the MetroPCS brand in other metropolitan areas across the country. Public Interest

Statement at 20.

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distribution networks of retail stores and dealer franchises will also be retained.158 Because T-Mobile

USA has an existing nationwide network infrastructure, the Applicants maintain that Newco will be

positioned and indeed plans to establish the MetroPCS brand “where the population density would not

otherwise justify the capital requirements of building a new stand-alone, greenfield network.”159 As a

result, the Applicants assert that consumers in those areas will gain access to a variety of additional

offerings that they cannot access today.160 The Applicants contend that these improved offerings will not

only benefit current T-Mobile USA and MetroPCS customers but also likely spur responsive offerings

from Newco’s competitors, thus increasing competition in the wireless market as a whole.161

62. As current MetroPCS subscribers upgrade to new LTE and HSPA+ devices, the

Applicants maintain that these subscribers would gain the ability to roam internationally via

internationally aligned technology bands.162 The Applicants assert that MetroPCS’s customers would

have access to a broader array of devices, applications and plan options, be able to purchase and use

MetroPCS services more widely across the country,163 and “receive the benefits of an expanded and

enhanced network without an increase in price of their existing service plans.”164

63. Improved Quality of Service. The Applicants contend that MetroPCS’s relatively limited

spectrum holdings and high network utilization severely limit its ability to compete against competitors

with greater access to spectrum and resources.165 According to the Applicants, MetroPCS has been

experiencing capacity problems166 to the point where it was forced to reassign spectrum back from LTE to

CDMA/EV-DO in order to meet customer needs, reducing the size of its LTE channels167 to relatively

narrow blocks of spectrum, such as 1.4 x 1.4 or 3.0 x 3.0 megahertz.168 The Applicants assert that this has

limited MetroPCS to offering far less capacity and much lower speeds than those offered over larger

blocks of spectrum by its more spectrum-rich competitors.169 The proposed transaction would, according

to the Applicants, offer MetroPCS customers immediate access to T-Mobile USA’s faster, broader and

more reliable HSPA+ network.170

64. The Applicants claim that the proposed transaction also would benefit T-Mobile USA

158 See T-Mobile USA Mar. 7, 2013 Ex Parte at 3. Moreover, the Applicants assert that the synergies model assume

no reductions in retail stores or retail store positions. Id.

159 Public Interest Statement at iii.

160 Id.

161 Public Interest Statement at 22.

162 See Declaration of Mark McDiarmid, Attachment 2 to Public Interest Statement (“McDiarmid Declaration”), at

14 ¶ 26. See also TMUS-DEN-00005733 Sept. 9, 2012 at 15.

163 See Public Interest Statement at 22-24; see also TMUS-DEN-00016703 Nov. 21, 2012 at 16.

164 Public Interest Statement at 24; see also Deutsche Telekom AG and T-Mobile USA Interrogatory Response to

Information Request at 16.

165 Public Interest Statement at 16.

166 Id.

167 Id.

168 Public Interest Statement at 17.

169 Id.

170See Public Interest Statement at 21.

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customers, by ultimately providing them access to a larger network with fewer capacity constraints, better

in-building coverage, and access to a deeper LTE roll-out.171 According to the Applicants, T-Mobile

USA customers would see service coverage and quality improvements from the integration of

MetroPCS’s cell sites and its Distributed Antenna Systems (“DAS”) into the existing T-Mobile USA

network.172 The Applicants suggest that as a result, coverage in key urban markets would improve, and

T-Mobile USA customers would experience fewer dropped and blocked calls and faster data speeds.173

65. Wider Variety of Devices. The Applicants contend that the larger providers can leverage

their more significant scale when negotiating handset and device purchases with manufacturers.174 The

Applicants explain that the need for lower cost handsets and its CDMA technology choice has limited

MetroPCS’s handset and device line-up historically compared to that offered by its larger competitors and

MetroPCS does not currently offer certain iconic handsets and devices.175 The Applicants assert that

MetroPCS’s customers will benefit from Newco’s greater purchasing and negotiating power, which will

make a broader range of handsets and devices available and more affordable.176

2. Deployment of LTE

66. As noted above, the Applicants claim as a public interest benefit of the proposed

transaction deployment of enhanced LTE service sooner, via a more robust network, and over a larger

geographic area available to more customers than would be possible by T-Mobile USA alone without the

use of MetroPCS’s spectrum and network.177

67. Address Spectrum Congestion and Network Performance Degradation. T-Mobile USA’s

current spectrum capacity modeling and exhaust projection anticipate that it could experience spectrum

congestion and significant performance degradation in just a few years in the absence of additional

spectrum. 178 T-Mobile USA states that it is particularly constrained in [REDACTED], where it is

projected to experience significant performance degradation in just a few years in the absence of

additional spectrum.179 T-Mobile USA claims that to address spectrum constraints in its network, it has

employed numerous techniques180 to use its existing spectrum more efficiently but nonetheless requires

additional spectrum to compete effectively.181 Furthermore, the Applicants explain, in order to address

171 See Ewens Declaration at 10 ¶ 22. See also McDiarmid Declaration at 8 ¶ 16; TMUS-DEN-00005733 Sept. 9,

2012 at 15.

172 See Public Interest Statement at 25; see also TMUS-DEN-00008630 Dec. 5, 2012 at 20.

173 See Ewens Declaration at 10 ¶ 22.

174 See Ewens Declaration at 3 ¶ 6, 11 ¶ 25; Glen Declaration at ¶ 13.

175 See Glen Declaration at ¶ 10.

176 See Ewens Declaration at 10-11 ¶ 23; see also TMUS-DEN-00008630 Dec. 5, 2012 at 24.

177 See Public Interest Statement at 26-27.

178 See McDiarmid Declaration at 6 ¶ 11; see also TMUS-DEN-00095624 Dec. 21, 2012 at 22.

179 See McDiarmid Declaration at 6 ¶ 11.

180 T-Mobile USA has implemented improved versions of HSPA+ in the U.S. that offer improvements over second

generation GSM technology but do not match the capabilities and efficiencies of LTE. McDiarmid Declaration at 7-

8 ¶14. It has also deployed a dense cell infrastructure in urban markets to provide additional capacity using the same

spectrum assets and used unlicensed Wi-Fi frequencies to offload network traffic from its licensed frequencies to

meet customers demand. Id. at 8 ¶¶ 14-15.

181 See McDiarmid Declaration at 7-8 ¶ 14.

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increasing utilization of T-Mobile USA’s network, it will need to implement greater cell density,

particularly in urban areas.182

68. The Applicants assert that the proposed transaction will assist that process. T-Mobile

USA has approximately [REDACTED] cell sites within the areas in which MetroPCS currently provides

coverage. The Applicants explain that as a result of this transaction, T-Mobile USA is planning on

retaining approximately [REDACTED] MetroPCS cell sites and substantially all of MetroPCS’s

[REDACTED] DAS radiating nodes with HSPA+/LTE capability.183 The MetroPCS cell sites that will

be retained in the Newco network are primarily located in urban areas, such as [REDACTED], where T-

Mobile USA otherwise faces capacity constraints.184 The Applicants assert that MetroPCS also faces

capacity constraints in the near term that, absent the proposed transaction, may significantly curtail its

ability to compete against larger rivals with access to greater spectrum and resources.185 As stated above,

the Applicants claim that in many metropolitan areas, MetroPCS has been forced to deploy its LTE

network over a mere 1.4 x 1.4 megahertz or 3.0 x 3.0 megahertz of spectrum, which in several cases

required concurrent re-farming of existing spectrum since it did not have unused spectrum.186 As a result,

according to the Applicants, MetroPCS’s LTE network currently offers data speeds and capacity that are

significantly lower than that of its competitors.187

69. The Applicants assert that neither T-Mobile USA nor MetroPCS alone is positioned to

provide a robust and deep LTE network due to lack of available spectrum. 188 They report that T-Mobile

USA has faced significant spectrum challenges in deploying LTE that have caused delays and that there

are areas in its footprint that will be limited to a 5 x 5 megahertz LTE deployment.189 The Applicants

contend that T-Mobile USA and MetroPCS hold substantial amounts of contiguous spectrum that will

enable Newco to produce a high-performing LTE service that will be less complex to deploy than one

relying on several smaller spectrum blocks and the aggregation technology between different spectrum

blocks.190 According to the Applicants, being able to use contiguous spectrum also will simplify device

and network equipment, which will lead to better battery life, provide greater uniformity in service and

data speed, and improved spectral efficiency.191 The Applicants submit that this transaction would enable

Newco to deploy a more robust LTE network in a substantial majority of top markets, including cities

such as Boston, Dallas, Las Vegas, Los Angeles, New York, and Philadelphia, resulting in significantly

182 See McDiarmid Declaration at 8 ¶ 16.

183 See McDiarmid Declaration at 9 ¶ 16; see also TMUS-DEN-00095624 Dec. 21, 2012 at 4; TMUS-DEN-

00008630 Dec. 5, 2012 at 20.

184 See McDiarmid Declaration at 9 ¶ 16.

185 See Glen Declaration at ¶ 9.

186 See id.

187 See id.

188 See McDiarmid Declaration at 6 ¶ 8.

189 See Public Interest Statement at 10.

190 See McDiarmid Declaration at 11 ¶ 19. See also MPCS-FCC-00000472 Sept. 18, 2012 at 21; TMUS-DEN-

00008630 Dec. 5, 2012 at 19; TMUS-DEN-00016703 Nov. 21, 2012 at 17.

191 See McDiarmid Declaration at 8 ¶ 15, 12 ¶ 20; see also TMUS-DEN-00121578 Oct. 13, 2012 at 4-5.

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improved quality of service, improved speed, and lower latency in both the uplinks and downlinks.192

This deployment would address spectrum constraints faced by T-Mobile USA and help mitigate the

increasing utilization of T-Mobile USA’s network by enhancing density in key areas, therefore

establishing Newco as a stronger competitor in the wireless market.193

70. Rapid Network and Customer Migration. The Applicants claim that Newco plans to

achieve rapid expansion of network capacity and quickly provide benefits to customers by implementing

a straightforward network and customer migration plan. Specifically, Newco would accommodate

MetroPCS’s existing LTE customers on the T-Mobile USA network with their existing handsets soon

after the transaction closes and distribute MetroPCS-branded GSM/HSPA+ handsets that will operate on

the T-Mobile USA network to new and upgrading customers promptly after the closing.194 According to

Applicants, the latter would migrate customers with the highest data usage onto Newco’s broader and

deeper LTE network195 and provide new and existing MetroPCS customers with access to T-Mobile

USA’s nationwide network, improved coverage quality, higher performing devices, and a broader choice

of handsets.196 The Applicants assert that the network benefits of retained MetroPCS capacity sites and

upgraded DAS would improve coverage and service quality satisfaction for both T-Mobile USA and

migrating MetroPCS customers.197 The Applicants suggest that Newco expects to fully migrate

MetroPCS customers onto the T-Mobile USA network by the second half of 2015,198 based on the steady

handset upgrade and the refresh rate historically associated with MetroPCS customers,199 which in turn

allows Newco to decommission MetroPCS’s CDMA network, securing significant financial savings and

freeing up the spectrum for more efficient use.200

3. Network and Non-Network Synergies

71. The Applicants claim that the proposed transaction would allow Newco to realize

significant projected network synergies generating savings of approximately $5 to 6 billion on a net

present value basis.201 These synergies would come from Newco’s rationalization of T-Mobile USA’s

and MetroPCS’ LTE networks into a single network, decommissioning of overlapping cell sites, the

192 See McDiarmid Declaration at 4 ¶ 8, 13 ¶¶ 24-25. See also TMUS-DEN-00019046 Nov. 10, 2012 at 6. The

quality of video-based communications, for example, will be greatly enhanced with the higher fidelity video coding

enabled by higher LTE throughputs. See McDiarmid Declaration at 13 ¶ 24.

193 See TMUS-DEN-00015446 Dec. 5, 2012 at 19. The efficiencies realized from a wider channel LTE

configuration would be achieved through improved ratio of control channel overhead to user channel bandwidth,

elimination of guard bands, and statistical multiplexing gains. See McDiarmid Declaration at 4 ¶ 8. See also

TMUS-DEN-00121578 Oct. 13, 2012 at 4-5; TMUS-DEN-00016703 Nov. 21, 2012 at 17, 45.

194 See McDiarmid Declaration at 9-10 ¶ 17. See also TMUS-DEN-00008630 Dec. 5, 2012 at 18, TMUS-DEN-

00016703 Nov. 21, 2012 at 16.

195 See McDiarmid Declaration at 10 ¶ 17.

196 See id.

197 See id.

198 See TMUS-DEN-00111391 Sept. 16, 2012. See also TMUS-DEN-00016703 Nov. 21, 2012 at 16.

199 See McDiarmid Declaration at 10-11 ¶ 18; Glen Declaration at ¶ 19. See also TMUS-DEN-00148094 Dec. 3,

2012 at 14.

200 See McDiarmid Declaration at 11 ¶ 18.

201 See Ewens Declaration at 7 ¶ 15. See also MPCS-FCC-00000542 Oct. 1, 2012 at 13, MPCS-FCC-00000424

Mar. 5, 2012 at 18.

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eventual decommissioning of MetroPCS’s CDMA/EV-DO network, elimination of overlapping functions,

and reduction in duplicative network-based capital expenditures.202 The Applicants also assert that

MetroPCS’s transition to Newco’s network would reduce MetroPCS’s roaming costs, for a projected run-

rate saving per year of [REDACTED].203

72. The Applicants claim that another synergy benefit from the proposed transaction would

be significantly reduced backhaul costs for both T-Mobile USA’s and MetroPCS’s operations.204

According to the Applicants, Newco will reduce its costs by combining the currently separate, T-Mobile

USA and MetroPCS backhaul facilities because the cost of adding MetroPCS’s traffic to T-Mobile USA’s

backhaul would be incremental and the backhaul cost per megabyte of data generally declines when a

service provider increases the capacity purchased.205

73. The Applicants assert in general that non-network synergies, projected at approximately

$1 billion net present value, would arise from Newco’s enhanced scale and integrated administrative

operations and handset cost savings from the migration of MetroPCS customers to a GSM-compatible

network.206 The Applicants claim that the transaction-specific savings would free up significant financial

resources that could be invested back into its network and operations, allowing Newco to grow, thereby

potentially increasing employment opportunities, bolstering the long-term viability of both the MetroPCS

and T-Mobile USA brands, and strengthening them as competitors.207

C. Discussion

74. We find, based on the record before us and the Applicants’ descriptions discussed above,

that the proposed combining of T-Mobile USA and MetroPCS likely would result in meaningful public

interest benefits that support approval of the proposed transaction. We find that the Applicants have

demonstrated that many of the claimed benefits are feasible and likely to be put into effect soon after the

proposed transaction is concluded. In particular, we anticipate that the combination of T-Mobile USA

and MetroPCS would enable the deployment of a substantial LTE network nationally that would enhance

competition and provide important benefits for consumers. By merging the two companies, and their

network assets and spectrum, we find that the resulting Newco would provide for a broader, deeper, and

faster LTE deployment than either company could accomplish on its own.208 Existing MetroPCS

customers would have access to a more robust, national network and a broader array of service and

handset options. Consumers outside of MetroPCS’s current limited service area will have the benefit of

the MetroPCS service plans becoming available as an additional option. T-Mobile USA customers would

experience improved service quality, particularly in major metropolitan markets in which the existing T-

Mobile USA and MetroPCS networks would be combined. We expect that these public interest benefits

may significantly enhance the competitiveness of Newco, as the fourth largest nationwide service

provider, to the top three providers than T-Mobile USA could achieve alone.

75. As discussed above, we find that, with the possible exception of two markets in south

Florida, the proposed transaction is not likely to result in competitive or other public interest harms in the

202 See Ewens Declaration at 7 ¶ 15.

203 See Ewens Declaration at 7 ¶ 15; TMUS-DEN-00005733 Sept. 9, 2012 at 27.

204 See Glen Declaration at ¶ 17. See also MPCS-FCC-00000542 Oct. 1, 2012 at 13.

205 See Glen Declaration at ¶ 17.

206 See Public Interest Statement at 42-44.

207 See id.

208 See McDiarmid Declaration at 1-2.

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provision of mobile wireless services. Further, on the basis of the record, using the sliding-scale

approach, we find the expected magnitude of the public interest benefits, as described herein, to be

sufficiently large or imminent to outweigh any potential public interest harms in certain individual

markets.

D. Other Issues Raised by Commenters

76. Potential Job Loss. CWA, Greenlining, and certain Public Interest Organizations209 ask

the Commission to impose conditions on the proposed transaction to protect U.S. jobs and preserve

service quality.210 They argue that the transaction may harm the public interest by causing the loss of

many jobs and lowering the combined company’s quality of service.211 CWA, Greenlining, and the

Public Interest Organizations allege that T-Mobile USA and MetroPCS have in the past eliminated or

outsourced jobs outside the U.S. in order to reduce costs.212 These commenters are concerned that the

Applicants’ intent to pursue a business strategy that involves “network and non-network synergies” and

“efficiencies” will lead to net job losses and a reduction in employment standards.213 Specifically, CWA

contends that the proposed transaction could directly result in the loss of as many as 10,000 jobs.214

77. In an ex parte filed on March 4, 2013, CWA estimated that a range of [REDACTED]

jobs would be eliminated, citing to a document provided to the Commission by the Applicants in response

209 The AFL-CIO, NAACP, Service Employees International Union, Sierra Club, Alliance for Retired Americans,

Center for Community Change, National Consumers League, Jobs with Justice, and USAction filed reply comments

collectively as “Public Interest Organizations.” See generally Public Interest Organizations Reply Comments.

210 See CWA Comments at 2, 8; CWA Reply Comments at 6; Greenlining Opening Comments at 12-14; Public

Interest Organizations Reply Comments at 4. CWA and the Public Interest Organizations urge the Commission to

impose the following conditions in order to protect the public interest: No U.S. employees will lose their jobs as a

result of the proposed transaction; network maintenance will continue to be provided by U.S. employees; and work

previously sent offshore by T-Mobile USA and MetroPCS will be returned to the U.S. See CWA Comments at 2, 8;

CWA Reply Comments at 6; Public Interest Organizations Reply Comments at 4; see also Letter from Debbie

Goldman, Telecommunications Policy Director for CWA, to Marlene Dortch, FCC, WT Docket No. 12-301, filed

Feb. 11, 2013 at 3 (“CWA Feb. 11, 2013 Ex Parte”).

211 See CWA Comments at 1-4; CWA Reply Comments at 3-5; Greenlining Opening Comments at 12-14; Public

Interest Organizations Reply Comments at 1-2, 4. .

212 See CWA Comments at 6-7; CWA Reply Comments at 3; Greenlining Opening Comments at 12; Public Interest

Organizations Reply Comments at 2-3. See also Letter from Monica S. Desai, Counsel to CWA, to Marlene Dortch,

FCC, WT Docket No. 12-301, filed Dec. 20, 2012 at 2 (“CWA Dec. 20, 2012 Ex Parte”). The mayors of three cities

and certain state representatives filed letters expressing concerns about the future of T-Mobile USA employees in

their cities. See, e.g., Letter from Mayor Joseph P. Riley, City of Charleston, SC at 1 (Dec. 5, 2012); Letter from

Rep. Sherry Jones, 59th Legislative District in Tennessee, at 1 (Feb. 5, 2013). Other state representatives and

senators, however, filed letters urging the Commission to approve the merger because it would likely lead to

continued employment opportunities. See, e.g., Letter from Sen. Reginald Tate, 33rd Senatorial District in

Tennessee, at 1 (Feb. 22, 2013).

213 See CWA Comments at 4-6; CWA Reply Comments at 2-5; Greenlining Opening Comments at 12; Public

Interest Organizations at 1-3. See also CWA Feb. 11, 2013 Ex Parte at 2; CWA Dec. 20, 2012 Ex Parte at 2. In

addition to job losses, Greenlining also expresses concern that the proposed transaction could adversely affect access

to mobile wireless services for low-income consumers. Greenlining Opening Comments at 7-11; see Section V.B.2.

supra.

214 See CWA Comments at 3.

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to our information request.215 In particular, CWA cites to a MetroPCS slide presentation that describes

preliminary projections of potential cost savings from [REDACTED].216 CWA also cites to a number of

additional T-Mobile USA documents and requests that the Commission require Applicants to provide

explanations for their projected synergies.217 CWA requests that the Commission require the Applicants

to explain further the basis for their reference to a “relatively small number of job reductions” that would

exist as a consequence of redundancies post-transaction.218 CWA also contends that the Commission

should require the Applicants to support their assertion that they do not plan to move call centers

offshore.219

78. The Applicants contend that CWA’s claims are not supported by facts and that there is no

basis in law or Commission precedent for the imposition of the conditions they seek.220 The Applicants

argue that the “vast majority of the synergies” described in their Public Interest Statement are based not

on jobs, but on service quality improvements for customers created by combining their networks.221

Further, they insist that the companies have not made such decisions on post-merger integration and that

outsourcing is not included in any currently projected synergies.222 In a more recent response on these

issues, the Applicants assert that they have no plans to move existing T-Mobile USA call centers offshore

and that T-Mobile USA has, in the past several months, hired several thousand employees for its domestic

call centers.223

79. In response to CWA’s March 4 Ex Parte filing, the Applicants filed a letter addressing

CWA’s assertion that the record suggests the proposed transaction will result in significant job losses,

stating that “the Applicants’ goal in pursuing the proposed transaction is the growth of the combined

215 See generally Letter from Monica S. Desai, Counsel to CWA, to Marlene Dortch, FCC, WT Docket No. 12-301,

filed Mar. 4, 2013 at 4 (“CWA Mar. 4, 2013 Ex Parte”).

216 See CWA Mar. 4, 2013 Ex Parte at 3-5, 7 (citing to MPCS-FCC-00000424, March 5, 2012). See also Letter

from Monica S. Desai, Counsel to CWA, to Marlene Dortch, FCC, WT Docket No. 12-301, filed Mar. 11, 2013 at 4-

6 (“CWA Mar. 11, 2013 Ex Parte”).

217 See CWA Mar. 4, 2013 Ex Parte at 5-8. For example, CWA cites to TMUS-DEN-00128365, August 2012;

TMUS-DEN-00005733, Sept. 10, 2012; and TMUS-DEN-00006241, Sept. 18, 2012. See also CWA Mar. 11, 2013

Ex Parte at 9.

218 See CWA Mar. 4, 2013 Ex Parte at 1-2. See also CWA Mar. 11, 2013 Ex Parte at 1. .

219 See CWA Mar. 4, 2013 Ex Parte at 9. See also CWA Mar. 11, 2013 Ex Parte at 8.

220 See Joint Opposition at 3-8.

221 See Joint Opposition at 5; see also Applicants Motion at 7; Public Interest Statement at 39-44.

222 See Joint Opposition at 5; see also Applicants Motion at 7.

223 See Letter from Nancy J. Victory, Counsel for Deutsche Telekom AG and T-Mobile USA, Inc., to Marlene

Dortch, FCC, WT Docket No. 12-301, filed Mar. 8, 2013 at 3 (“T-Mobile USA Mar. 8, 2013 Ex Parte”); see also

Letter from Nancy J. Victory, Counsel for Deutsche Telekom AG and T-Mobile USA, Inc., and Carl W. Northrop,

Counsel for MetroPCS Communications, Inc., to Marlene Dortch, FCC, WT Docket No. 12-301, filed Feb. 21, 2013

at 1-2 (“T-Mobile USA Feb. 21, 2013 Ex Parte”). The Applicants argue that the impact of the merger on U.S.

employment should not be a part of the Commission’s public interest analysis and that the Commission has not

previously identified potential job losses from a transaction as a public interest harm. See Joint Opposition at 6-8.

The Applicants maintain that the Commission has investigated potential job losses in connection with transactions

where job creation is cited as a merger benefit and they contend that because of such asserted benefits, the parties

invited the Commission to evaluate the claim in its public interest analysis. See Joint Opposition 7-8.

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company – growth that could result in increased employment opportunities.”224 Contrary to CWA’s

assertions that there would be thousands of job losses post-transaction, the Applicants cite to

synergies/planning documents submitted to the Commission in the record, and assert that the projected

job reductions would number in the hundreds.225 Applicants also state that the MetroPCS slide

presentation cited by CWA was a preliminary planning document prepared by MetroPCS without due

diligence for a counteroffer that was rejected by Deutsche Telekom and not pursued rather than the

proposed transaction before the Commission.226 In addition, the Applicants claim that the synergies

model assumes no reductions in retail stores or retail store positions, in keeping with their post-merger

plans to keep the two brands as separate lines of business and to maintain the two distribution networks of

retail stores and dealer franchises.227 The Applicants also reiterate that they have no plans to move call

centers offshore or to reduce employment levels at those call centers and point out that the document cited

to by CWA on this issue is not merger-specific, is unrelated to the proposed transaction, and was prepared

without MetroPCS input.228

80. We find that the record suggests that the proposed transaction would enhance the

competitiveness of the combined provider, as the fourth largest nationwide service provider by allowing it

to strengthen its network and expand its product line, thereby enabling increased employment and

bolstering the long-term viability of the combined provider.229 As noted above, the Applicants have

consistently maintained that they have no plans to move call centers offshore or to reduce employment

levels at those call centers.230 In addition, according to T-Mobile USA, over the last six months, the

company has hired more than 3,600 employees in its 17 domestic call centers, and plans to continue

hiring in those call centers, increasing the number of overall U.S. positions, to support its customers.231

The Applicants also assert that their synergy model assumes no reductions in retail stores or retail store

positions and that their plans post-merger are to keep the two brands as separate lines of business and to

maintain two distribution networks of retail stores and dealer franchises.232 Based on our careful review

of the record, we are not persuaded by the commenters’ arguments that any employment effect of the

224 Letter from Nancy J. Victory, Counsel for Deutsche Telekom AG and T-Mobile USA, Inc., and Carl W.

Northrop, Counsel for MetroPCS Communications, Inc., to Marlene Dortch, FCC, WT Docket No. 12-301, filed

Mar. 7, 2013 at 2 (“T-Mobile USA Mar. 7, 2013 Ex Parte”). The Applicants’ March 7 Ex Parte was supported by

declarations by corporate officers from T-Mobile USA and MetroPCS made under penalty of perjury. See 47 U.S.C.

§ 1.16.

225 See T-Mobile USA Mar. 7, 2013 Ex Parte at 2. The Applicants assert that CWA’s claims of 10,000 job losses in

some filings is “particularly outlandish” given that MetroPCS only has 3,700 employees currently and that Newco

plans not only to retain but expand the MetroPCS brand. Id. at 5-6. See also Ewens Declaration at 1-2 ¶ 3.

Moreover, the Applicants assert that the synergies model actually overstated the number of job reductions following

the completion of network integration in 2015 and that many of the reductions will be handled through attrition or

transfer. See T-Mobile USA Mar. 7, 2013 Ex Parte at 5.

226 See T-Mobile USA Mar. 7, 2013 Ex Parte at 3-4.

227 See T-Mobile USA Mar. 7, 2013 Ex Parte at 3.

228 See T-Mobile USA Mar. 7, 2013 Ex Parte at 3, 6-7; T-Mobile USA Feb. 21 Ex Parte at 1. See also T-Mobile

USA Mar. 8, 2013 Ex Parte at 3.

229 See Section VI.B.3. supra.

230 T-Mobile USA Mar. 7, 2013 Ex Parte at 6; T-Mobile USA Feb. 21 Ex Parte at 1; Joint Opposition at 5.

231 T-Mobile USA Mar. 8, 2013 Ex Parte at 3. See also T-Mobile USA Feb. 21, 2013 Ex Parte at 2; see generally

T-Mobile USA Mar. 7, 2013 Ex Parte.

232 See T-Mobile USA Mar. 7, 2013 Ex Parte at 3.

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transaction warrants the imposition of the conditions requested.

81. Access to mobile wireless services. As described above,233 Greenlining contends that in

areas where Newco has severe spectrum constraints, it may eliminate the MetroPCS brand and devote

Newco’s spectrum to the T-Mobile USA brand,234 which would harm low-income consumers who cannot

afford more expensive “premium” service offerings.235 Greenlining requests that the Commission deny

the application or impose conditions such as requiring Newco to maintain the T-Mobile USA and

MetroPCS brands as separate brands for five years, to ensure that Newco devotes staff and resources to

maintain a viable MetroPCS brand, to mitigate job losses and store closures, and to promote diversity in

the new company’s suppliers, board and senior management.236 T-Mobile responds that imposing these

or similar conditions would diminish Newco’s ability to compete in the wireless market.237

82. Because MetroPCS customers would be migrated onto the T-Mobile USA national

network, which would provide MetroPCS customers with improved network quality, we are not

persuaded that Greenlining’s concerns that low-income consumers of MetroPCS “value” service would

suffer reduced quality of service support placing conditions on approval of the transaction. Moreover,

MetroPCS customers would be able to retain their existing MetroPCS service plans.238 With respect to

Greenlining’s concerns regarding access to mobile wireless service for low-income consumers generally,

we find that the record before us suggests that ongoing repositioning by other service providers and the

continued introduction of new service plan offerings in the mobile wireless marketplace would ensure

continued access to affordable service options.239

VII. FOREIGN OWNERSHIP AND DECLARATORY RULING

A. Foreign Ownership

83. Deutsche Telekom requests Section 310(b)(4) authority to hold indirect controlling

233 See Section V.B.2. supra.

234 See Greenlining Opening Comments at 8.

235 See Greenlining Opening Comments at 9-12.

236 See Letter from Paul S. Goodman, Legal Counsel to Greenlining, et. al., to Marlene Dortch, FCC, WT Docket

No. 12-301, filed Mar. 8, 2013, at 3-6 (“Greenlining Mar. 8, 2013 Ex Parte”). See also Greenlining Opening

Comments at 14.

237 Letter from Nancy J. Victory, Counsel for Deutsche Telekom AG and T-Mobile USA, Inc., and Carl W.

Northrop, Counsel for MetroPCS Communications, Inc., to Marlene Dortch, FCC, WT Docket No. 12-301, filed

Mar. 11, 2013 at 6 (“T-Mobile USA Mar. 11, 2013 Ex Parte”).

238 See Ewens Declaration at 11 ¶ 24, 12 ¶ 27.

239 See T-Mobile USA Jan. 15, 2013 Ex Parte at Presentation Attachment, pages 5-7. We also find nothing in the

record to support imposing any of the other conditions requested by Greenlining.

Finally, Greenlining asks for more time to submit comments and refers to the fact that the Commission’s informal

clock has not yet reached 180 days. Id. at 8. As the Applicants correctly point out, the clock is informal and is not

designed to ensure that applications will not be decided earlier than 180 days. T-Mobile USA Mar. 11, 2013 Ex

Parte at 4. To the contrary, where possible, applications will be granted as expeditiously as possible. Greenlining

has been analyzing this transaction since shortly after it was announced, see Letter from Paul S. Goodman, Legal

Counsel to Greenlining, et. al., to Marlene Dortch, FCC, WT Docket No. 12-301, filed Jan. 17, 2013 at 1; has

reviewed various confidential documents the Applicants submitted to the California PUC, see id. at 3; and has been

able to review the confidential documents Applicants filed here for more than one month, Greenlining Mar. 8, 2013

Ex Parte at 2. Accordingly, we find no reason to delay adopting and releasing this order.

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interests in the common carrier licenses and authorizations issued to MetroPCS and its subsidiaries.240

Deutsche Telekom states that the Commission has already determined that the public interest is served by

allowing up to 100 percent indirect foreign investment in T-Mobile USA and its licensed subsidiaries by

Deutsche Telekom and its German shareholders, including interests held by the German government

through its investment in Deutsche Telekom.241 Deutsche Telekom asserts that the same rationale should

also apply to allow it to control MetroPCS and its licensed subsidiaries.

84. On November 29, 2012, the International Bureau sought additional ownership

information from the Applicants regarding the citizenship and principal places of business of individuals

and entities that hold equity and/or voting interests in Deutsche Telekom and MetroPCS.242 On January

9, 2013, Deutsche Telekom provided supplemental ownership information and stated that it is seeking a

declaratory ruling under Section 310(b)(4) of the Act to hold an indirect controlling interest of up to 100

percent in the licenses and authorizations and licensees/authorization holders included in the Applications

(collectively, “the T-Mobile USA/MetroPCS Common Carrier Licensees”).243 MetroPCS submitted

supplemental ownership information on January 7, 2013 and January 22, 2013.244

1. Review of Foreign Ownership Issues

85. Section 310(b)(4) of the Act establishes a 25 percent benchmark for investment by

foreign individuals, governments, and corporations in U.S.-organized entities that directly or indirectly

control U.S. common carrier wireless licensees.245 This section of the Act also grants the Commission

discretion to allow higher levels of foreign ownership in a licensee’s controlling U.S.-organized parent

unless the Commission finds that the public interest will be served by refusing to permit such foreign

ownership.246 The presence of aggregated alien equity or voting interests in a common carrier licensee’s

controlling U.S-organized parent in excess of 25 percent triggers the applicability of section 310(b)(4)’s

statutory benchmark.247 Once the benchmark is triggered, section 310(b)(4) directs the Commission to

determine whether the “public interest will be served by the refusal or revocation of such license.”248

86. In the Foreign Participation Order, the Commission concluded that the public interest

would be served by permitting greater investment by individuals or entities from World Trade

Organization (“WTO”) Member countries in U.S. common carrier and aeronautical fixed and aeronautical

en route radio licensees.249 Therefore, with respect to indirect foreign investment from WTO Member

240 47 U.S.C. § 310(b)(4). See Public Interest Statement at 56.

241 See Public Interest Statement at 56-57 (citing DT-VoiceStream Order).

242 Letter from James Ball, Chief, Policy Division, International Bureau, FCC, to Nancy J. Victory, Wiley Rein,

Counsel for Deutsche Telekom AG (Nov. 29, 2012).

243 Letter from Nancy J. Victory, Wiley Rein, Counsel for Deutsche Telekom AG, to James L. Ball, Chief, Policy

Division, International Bureau, FCC (Jan. 9, 2013) (“DT Foreign Ownership Letter”).

244 Letter from Carl W. Northrop, Telecommunications Law Professionals PLLC, Counsel for MetroPCS, to James

L. Ball, Chief, Policy Division, International Bureau, FCC (Jan. 7, 2013) (“MetroPCS Jan. 7 Foreign Ownership

Letter”); Letter from Carl W. Northrop, Counsel for MetroPCS, to James L. Ball, Chief, Policy Division,

International Bureau, FCC (Jan. 22, 2013) (“MetroPCS Jan. 22 Foreign Ownership Letter”).

245 47 U.S.C. § 310(b)(4).

246 Id.

247 See Applications of BBC License Subsidiary L.P. (Assignor) and SF Honolulu Subsidiary, Inc. (Assignee), et al.,

Memorandum Opinion and Order, 10 FCC Rcd 10968, 10973-74 ¶ 25 (1995).

248 47 U.S.C. § 310(b)(4).

249 Rules and Policies on Foreign Participation in the U.S. Telecommunications Market, IB Docket Nos. 97-142 and

(continued….)

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countries, the Commission adopted a rebuttable presumption that such investment generally raises no

competitive concerns.250 The Commission’s public interest analysis under Section 310(b)(4) also

considers any national security, law enforcement, foreign policy, or trade policy concerns raised by the

proposed foreign investment.251 With respect to foreign investment from countries that are not WTO

Members, the Commission stated in the Foreign Participation Order that it would deny an application if

it found that more than 25 percent of the ownership of an entity that controls a common carrier radio

licensee is attributable to parties whose principal place(s) of business are in non-WTO Member countries

that do not offer effective competitive opportunities to U.S. investors in the particular service sector in

which the applicant seeks to compete in the U.S. market, unless other public interest considerations

outweigh that finding.252

87. The Commission has previously authorized, in the DT-VoiceStream Order, up to 100

percent foreign ownership of T-Mobile USA and its licensed subsidiaries by Deutsche Telekom,

including interests held by the German government.253 In this proceeding, we consider whether the public

interest would similarly be served by permitting Deutsche Telekom to acquire a controlling, 74 percent

equity and voting interest in T-Mobile US, Inc., the U.S-organized entity that would indirectly wholly

own and control (through T-Mobile USA) the T-Mobile USA/MetroPCS Common Carrier Licensees.

We also consider Deutsche Telekom’s request that we approve prospectively its acquisition of 100

percent indirect ownership of the T-Mobile USA/MetroPCS Common Carrier Licensees. Based on the

ownership information Deutsche Telekom and MetroPCS have submitted for the record, which we review

below, we find it reasonable to conclude that, upon consummation of the proposed transaction, at least 75

percent of T-Mobile US, Inc.’s equity and voting interests would be held, directly and indirectly, by

individuals and entities that are citizens of, or have their principal places of business in, the United States,

Germany and other WTO Member countries.

88. Deutsche Telekom Foreign Ownership. Deutsche Telekom is a publicly-traded German

company with over 4.3 billion shares outstanding.254 According to the Applicants, Deutsche Telekom

will hold its interests in T-Mobile US, Inc. through its wholly owned, direct and indirect German

subsidiaries, T-Mobile Global Zwischenholding GmbH (“T-Mobile Global”) and T-Mobile Holding,

respectively.255 In response to the International Bureau’s request for additional ownership information,

(Continued from previous page)

95-22, Report and Order and Order on Reconsideration, 12 FCC Rcd 23891, 23896, 23913, 23940 ¶¶ 9, 50, 111-

112 (1997), Order on Reconsideration, 15 FCC Rcd 18158 (2000) (“Foreign Participation Order”).

250 Id. at 23913, 23940 ¶¶ 50, 111-112.

251 Id. at 23913-15 ¶¶ 59-66. In assessing the public interest, we take into account the record developed in each

particular case and accord deference to Executive Branch agencies on issues related to national security, law

enforcement, foreign policy and trade policy. Id. at 23918 ¶ 59, 23919 ¶¶ 61-66.

252 Id. at 23946 ¶ 131.

253 DT-VoiceStream Order, 16 FCC Rcd 9779. The foreign ownership ruling was issued in the DT-VoiceStream

Order to T-Mobile USA’s predecessor in interest, VoiceStream Wireless Corporation. The Commission extended

that ruling in 2006 to cover licenses in the Advanced Wireless Services. See International Authorizations Granted,

File No. ISP-PDR-20060510-00013, Public Notice, DA 06-2441, 21 FCC Rcd 14062 (Int’l Bur., 2006). The

Commission has also authorized, under Section 310(b)(4), T-Mobile USA’s acquisition of interests in other common

carrier licensees. See, e.g., T-Mobile-SunCom Order, 23 FCC Rcd 2515.

254 DT Foreign Ownership Letter at 1-3.

255 Public Interest Statement at 5. This is the same holding company structure through which Deutsche Telekom

currently holds its ownership interests in T-Mobile USA. See International Authorizations Granted, File No. ISP-

PDR-20081001-00020, Public Notice, DA 10-2200, 25 FCC Rcd 16030 (Int’l Bur., 2010) (approving holding

company structure of T-Mobile USA and its wholly-owned subsidiaries).

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Deutsche Telekom provided information to show that approximately 91 percent of its shares are held by

shareholders whose citizenship, principal place of business, or mailing address are in WTO Member

countries.256 In particular, Deutsche Telekom provided ownership information for the following

categories of shareholders and their approximate aggregate shareholdings: (1) beneficial owners of three

percent or more of Deutsche Telekom stock (32 percent); (2) beneficial owners listed in Deutsche

Telekom’s Share Register (15 percent); (3) institutional investors (44 percent); and (4) unknown

shareholders (9 percent). We discuss these categories below.

89. Deutsche Telekom states that two beneficial owners hold three percent or more of its

stock: (1) the Federal Republic of Germany (“FRG”), which holds approximately a 15 percent direct

interest in DT and (2) Kreditanstalt für Wiederaufbau (“KfW”) – a bank organized in Germany that is 80

percent owned by the FRG and 20 percent owned by the German federal states – which holds

approximately a 17 percent direct interest in Deutsche Telekom.257 With regard to beneficial owners

listed in its Share Register, Deutsche Telekom states that, as of October 1, 2012, the Share Register shows

that individuals in Germany holding shares on an individual basis, i.e., retail positions, held

approximately 15.37 percent of DT’s shares.258 According to Deutsche Telekom, although the Share

Register does not contain the citizenship of these shareholders, it does record their mailing addresses, all

of which are in Germany. Deutsche Telekom contends that based on Commission precedent, it would be

reasonable to consider these shareholders as German citizens, especially given the very large number of

shares outstanding and the company’s numerous shareholders.259

90. Deutsche Telekom states that institutional investors that are organized and have their

principal places of business in WTO Member countries collectively hold 43.65 percent of its stock,260

256 DT Foreign Ownership Letter at 5.

257 Deutsche Telekom states that the German Securities Trading Act requires shareholders that have an aggregate

3% or greater voting interest in a publicly listed company to disclose their voting rights to the company. DT

Foreign Ownership Letter at 1-2. See Federal Financial Supervisory Authority, Securities Trading Act

(Wertpapierhandelsgesetz – WpHG) (last visited Feb. 21, 2013), available at

http://www.bafin.de/SharedDocs/Aufsichtsrecht/EN/Gesetz/wphg_101119_en.html. See also Public Interest

Statement at 2. DT states that in late December 2012, it was notified that Blackrock, Inc., a company that has its

principal place of business in the United States, increased its ownership interest to hold a slightly greater than 3%

interest in DT. Id. at 2. DT also states that as of September 2012, the Blackstone Group, which is organized and has

its principal place of business in the United States, held a greater than 3% interest in DT, although its ownership

interest in DT has since fallen below the 3% threshold. Id. at 2, n.9.

258 DT Foreign Ownership Letter at 3.

259 DT Foreign Ownership Letter at 3, n.10 (citing Iridium Holdings LLC and Iridium Carrier Holdings LLC,

Transferors and GHL Acquisition Corp., Transferee Applications for Consent to Transfer Control of Iridium Carrier

Services LLC, Iridium Satellite LLC, and Iridium Constellation LLC, Memorandum Opinion and Order and

Declaratory Ruling, 24 FCC Rcd 10725, 10743-44 ¶¶ 41-42 (Int’l Bur. 2009) (“2009 Iridium Order”); Applications

of Rural Cellular Corporation and Cellco Partnership d/b/a Verizon Wireless for Transfer of Control, Memorandum

Opinion and Order and Declaratory Ruling, 23 FCC Rcd 12463, 12525-26 ¶149 (2008) (“Verizon Wireless-RCC

Order”); Mobile Satellite Ventures Subsidiary LLC and SkyTerra Communications, Inc., Petition for Declaratory

Ruling Under Section 310(b)(4) of the Communications Act of 1934, as Amended and Harbinger Capital Partners

Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P., Petition for Expedited Action for

Declaratory Ruling Under Section 310(b)(4) of the Communications Act of 1934, as Amended, IBFS File Nos. ISP-

PDR-20070314-00004 and ISP-PDR-20080111-00001, Order and Declaratory Ruling, 23 FCC Rcd 4436 (2008)

(“2008 MSV Order”)).

260 DT Foreign Ownership Letter at 4 and Exhibit 1 (noting the breakdown of DT’s institutional investors as

follows: United States (10.28%), United Kingdom (9.99%), Germany (6.71%), France (4.94%), Switzerland

(2.11%), Norway (1.93%), Netherlands (1.51%), Canada (1.65%), China (0.96%), Japan (0.79%), Spain (0.67%),

(continued….)

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while institutional investors from non-WTO Member countries collectively hold 0.30 percent.261

Deutsche Telekom ascertained this information through Ipreo, a third-party vendor specializing in

shareholder identification. Deutsche Telekom states that it retains Ipreo in the ordinary course to assist

Deutsche Telekom in identifying its institutional investors (i.e., banks, insurance companies, pension

plans, foundations/endowments, private equity funds and institutional investment companies).262 Ipreo

analyzes the share register, obtains information from Deutsche Telekom’s Investor Relations department,

reviews public filings, and makes direct inquiries to institutional investors who hold Deutsche Telekom

shares. Ipreo then periodically provides Deutsche Telekom with a comprehensive breakdown of its

institutional investor shareholders, including information regarding such shareholders’ location of

organization and principal place of business. Deutsche Telekom states that Ipreo’s most recent analysis is

based on September 30, 2012 as the recording date. Deutsche Telekom does not provide ownership

information for approximately nine percent of its shareholders because neither citizenship nor address

information is available for them. 263

91. In accordance with Commission precedent,264 we calculate the following indirect equity

and voting interests would be held in T-Mobile US, Inc. upon closing as a result of Deutsche Telekom’s

74 percent equity and voting interest in T-Mobile US, Inc.: (1) the FRG and KfW (collectively, 23.68

percent equity and 32 percent voting interests);265 (2) beneficial owners listed in Deutsche Telekom’s

(Continued from previous page)

Italy (0.52%), and Other WTO Member countries (1.59%)).

261 DT Foreign Ownership Letter at Exhibit 1.

262 DT Foreign Ownership Letter at 4, n.11 (“DT retains Ipreo for this purpose because it is otherwise limited in its

ability to obtain information regarding shares held by institutional investors and non-German brokers, money

managers, traders and individuals. German law does not have a law or regulation similar to the United Kingdom

Companies Act, which gives public companies the right to investigate beneficial owners of shares. Nor does

Germany require the mailing of proxy solicitations to all shareholders as is required in the United States.”)

263 DT Foreign Ownership Letter at 4. DT also notes that some of these shares are held in street name or through

American depositary receipts, where the underlying beneficial owner information is not currently available to DT.

264 In calculating attributable alien equity interests in a parent company, the Commission uses a “multiplier” to

dilute the percentage of each investor’s equity interest in the parent company when those interests are held through

intervening companies. The multiplier is applied to each link in the vertical ownership chain, regardless of whether

any particular link in the chain represents a controlling interest in the company positioned in the next lower tier. See

BBC License Subsidiary, 10 FCC Rcd at 10973-74 ¶¶ 24-25. By contrast, in calculating alien voting interests in a

parent company, the multiplier is not applied to any link in the vertical ownership chain that constitutes a controlling

interest in the company positioned in the next lower tier. Id. at 10973, ¶ 23; see also Request for Declaratory Ruling

Concerning the Citizenship Requirements of Sections 310(b)(3) and (4) of the Communications Act of 1934, as

Amended, Declaratory Ruling, 103 F.C.C. 2d 511, 522 ¶ 19 (1985) (“Wilner & Scheiner I”), recon. in part, 1 FCC

Rcd 12 (1986). In circumstances where the voting interests in the U.S. parent of a common carrier licensee are held

through intervening partnerships, a general partner is considered to hold the same voting interest as the partnership

holds in the company positioned below it. Similarly, in the absence of a demonstration that a limited partner

effectively is insulated from active involvement in partnership affairs, a limited partner will be deemed to hold the

same voting interest as the partnership holds in the company positioned below it. See Applications of XO

Communications, Inc., IB Docket No. 02-50, Memorandum Opinion, Order and Authorization, 17 FCC Rcd 19212,

19221-23 ¶¶ 22, 25 (Int’l Bur., WCB, and WTB 2002) (“XO Communications”).

265 We derive the 23.68% equity interest by multiplying the sum of the FRG’s and KfW’s equity interests in

Deutsche Telekom (32%) by Deutsche Telekom’s proposed equity interest in T-Mobile US, Inc. (74%) (32.00% x

74.00% = 23.68%). See supra note 264 (describing use of the “multiplier” to calculate foreign equity interests when

they are held through intervening companies). By contrast, we treat the FRG’s and KfW’s 32% voting interest in

Deutsche Telekom as a 32% voting interest in T-Mobile US, Inc. because Deutsche Telekom’s proposed 74%

interest in T-Mobile US, Inc. would constitute a controlling interest. Id. We also find that, because the FRG holds

a controlling interest in KfW, the FRG is properly treated as holding the entire 32% voting interest in its own right.

(continued….)

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Share Register (11.37 percent equity and 15.37 percent voting interests); (3) institutional investors (32.52

percent equity and 43.95 percent voting interests); and unknown shareholders (6.66 percent equity

interests and 9.00 percent voting interests).266 Based on the record before us and pursuant to Section

310(b)(4) of the Act and the Commission's foreign ownership policies adopted in the Foreign

Participation Order,267 we find that the foreign ownership interests identified by Deutsche Telekom in its

filings are properly treated as investment from WTO Member countries except for the following: (1) 6.66

percent equity and 9.00 percent voting interests that would be held in T-Mobile US, Inc. by unknown

shareholders; and (2) 0.22 percent equity interests and 0.30 percent voting interests that would be held by

institutional investors from non-WTO Member countries.268 Accordingly, we ascribe to non-WTO

shareholders of Deutsche Telekom (including unknown shareholders) an aggregate 6.88 percent equity

interest and a 9.30 percent voting interest in T-Mobile US, Inc.269

92. MetroPCS Foreign Ownership. As noted above, MetroPCS is a publicly-traded

Delaware corporation listed on the New York Stock Exchange and headquartered in Texas.270

MetroPCS states it routinely certifies to the Commission in its FCC applications that it is in compliance

with the foreign ownership restrictions set forth in Section 310 of the Act. MetroPCS based these

certifications upon periodic surveys of its shareholders conducted by a proxy solicitation firm with

experience in conducting foreign ownership surveys for U.S. telecommunications firms.271 For example,

in 2009 Georgeson, Inc. (“Georgeson”) conducted a foreign ownership survey for MetroPCS to ascertain

the percentage of MetroPCS shareholders that were U.S. citizens using statistically valid sampling

techniques.272 Georgeson concluded that U.S. citizens held 319,873,361, or 90.6 percent of the issued and

(Continued from previous page)

This amount, as Deutsche Telekom notes, represents a decrease from the German government’s approximately 46%

ownership interest in Deutsche Telekom at the time of the Commission’s decision in the DT-VoiceStream Order.

See Public Interest Statement at 57.

266 We again employ a “multiplier” to calculate the equity interests (but not the voting interests) that would be held

indirectly in T-Mobile US, Inc. by Deutsche Telekom’s shareholders – that is, we multiply the percentage of their

equity interests in Deutsche Telekom by the 74% equity interest Deutsche Telekom would hold in T-Mobile US,

Inc. upon closing. See supra notes 264 and 265. The relevant calculations are as follows: beneficial owners listed in

DT’s Share Register (15.37% x 74.00% = 11.37% equity); institutional investors (43.95% x 74.00% = 32.52%

equity); and unknown shareholders (9.00% x 74.00% = 6.66% equity).

267 See, e.g., Verizon Wireless-ALLTEL Order, 23 FCC Rcd at 17541-46 ¶¶ 221-32, pet. for recon. denied, FCC 11-

122, 26 FCC Rcd 11763 (2011); Verizon Wireless-RCC Order, 23 FCC Rcd at 2525-26 ¶149, pet. for recon.

dismissed, FCC 11-122, 26 FCC Rcd 11763 (2011); 2009 Iridium Order, 24 FCC Rcd at 10743-45 ¶¶ 41-43.

268 DT Foreign Ownership Letter at Exhibit 1. We calculate the 6.66% equity interest that would be held in T-

Mobile US, Inc. by Deutsche Telekom’s unknown shareholders by multiplying their aggregate 9% equity interest in

Deutsche Telekom by the 74% equity interest that Deutsche Telekom would hold in T-Mobile US, Inc. (9.00% x

74.00% = 6.66%). We treat the unknown shareholders’ aggregate 9% voting interest in Deutsche Telekom as a 9%

voting interest in T-Mobile US, Inc. because Deutsche Telekom’s proposed 74% interest in T-Mobile US, Inc.

would constitute a controlling interest. We calculate in the same manner the interests that Deutsche Telekom’s non-

WTO institutional investors would hold in T-Mobile US, Inc. as a result of their aggregate 0.30% shareholdings in

Deutsche Telekom: a 0.22% equity interest (0.30% x 74.00% = 0.22%) and an undiluted 0.30% voting interest.

269 See, e.g., 2008 MSV Order, 23 FCC Rcd at 4442 ¶ 14 (“[W]e treat the 0.02 percent equity and voting interest

held indirectly in MSV by the non-U.S., non-Canadian shareholders of BCE, Inc. as non-WTO investment because

we do not have adequate information as to their citizenship or principal places of business.”).

270 Public Interest Statement at 2; MetroPCS Jan. 7 Foreign Ownership Letter at 3.

271 MetroPCS Jan. 7 Foreign Ownership Letter at 3.

272 Id. MetroPCS states that Georgeson is a preeminent proxy solicitation firm that regularly helps companies

identify shareholders and has experience conducting foreign ownership surveys for telecommunications companies

(continued….)

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outstanding shares of MetroPCS as of April 29, 2009.273 MetroPCS asserts that between 2009 and the

present, it monitored the holdings of its largest shareholders and found no reason to believe there has been

a material change regarding its foreign ownership since the Georgeson survey was conducted in 2009.274

93. In response to a request from the International Bureau for more recent ownership

information, MetroPCS reports that it retained K&L Gates LLP (“K&L Gates”) to review its shareholder

list of September 30, 2012 to verify that at least 75 percent of its common stock is held and voted by U.S.

citizens or by institutions or entities considered to be U.S. entities under applicable precedent. During its

review, K&L Gates used the following criteria to determine whether a shareholder is a U.S. shareholder:

(1) any individual if he or she is a U.S. citizen; (2) any bank, insurance company, pension plan, and

foundation/endowment if it is organized in the United States and controlled by U.S. citizens; and (3) any

private equity fund and management investment company if (a) it is organized in the United States and

(b) it has its principal place of business in the United States, taking into consideration: (i) the country of

its world headquarters, (ii) tax jurisdiction, (iii) the citizenship or principal place of business of its

controlling principals, directors and/or investment managers, and (iv) countries from which the funds

being managed were contributed.275 K&L Gates concluded that at least 75 percent of the issued and

outstanding shares of MetroPCS common stock are held by U.S. shareholders. K&L Gates ceased its

research once it reached the 75 percent threshold for U.S. shareholders. MetroPCS did not provide

definitive ownership information for the remaining 25 percent of its shareholders.276

94. Based on the record before us and pursuant to Section 310(b) (4) of the Act and the

Commission's foreign ownership policies adopted in the Foreign Participation Order,277 we find that

MetroPCS’ s U.S. shareholders would hold a 19.5 percent equity and voting interest (75 percent x 26

percent) in T-Mobile US, Inc. We also find that unidentified MetroPCS shareholders would hold a 6.5

percent equity and voting interest (25 percent x 26 percent) in T-Mobile US, Inc.278 Consistent with

(Continued from previous page)

in the United States.

273 Id. at 3 and Attachment 1. According to MetroPCS, it has a single class of voting Common Stock, which is

widely held and disbursed. It reports that as of September 30, 2012, MetroPCS had 364,103,435 shares of

outstanding Common Stock held by over 300,000 shareholders, and that only five shareholders held more than a 5%

interest in the company. Id. at 1. The margin of error for its 2009 survey was 2.86% at the 97.5% confidence level.

Id. at 3 and Attachment 1.

274 Id. at 3.

275 MetroPCS Jan. 7 Foreign Ownership Letter at 4 and Attachment 3. According to MetroPCS, K&L Gates used

information made available by MetroPCS, the SEC’s EDGAR database (including SEC Schedule 13Gs), Form

ADVs (retrieved from the SEC’s Investment Advisor Public Disclosure database), the Federal Reserve National

Information Center, Secretary of State websites, Bloomberg Financial, Securities Mosaic, Capital IQ, Hoovers,

Accurint, Westlaw, Lexis, PitchBook, and individual shareholder response to reach its conclusions. Id. at 4, n.8.

For details on the methodology used by K&L Gates, see MetroPCS Jan. 7 Foreign Ownership Letter at Attachment

3.

276 K&L Gates reached the 75% U.S. shareholder threshold by researching 101 shareholders of MetroPCS whose

aggregate holdings represent 89.4% of the company’s outstanding shares of common stock. MetroPCS Jan. 22

Foreign Ownership Letter at 2. In the course of its research, K&L Gates made note of investors from non-U.S.

jurisdictions, i.e., the United Kingdom, Canada, Switzerland, Germany, Ireland, France, Australia, Japan, Norway,

Italy, the Netherlands, Sweden, and South Korea, all of which are WTO Member countries. However, K&L Gates

did not reach definitive conclusions regarding the citizenship of these non-U.S. investors once the 75% threshold for

U.S. shareholders was reached. MetroPCS Jan. 7 Foreign Ownership Letter at 4, n.9.

277 See, e.g., Verizon Wireless-ALLTEL Order, 23 FCC Rcd at 17541-46 ¶¶ 221-232; Verizon Wireless-RCC Order,

23 FCC Rcd at 2525-26 ¶149; 2009 Iridium Order, 24 FCC Rcd at 10743-45 ¶¶ 41-43.

278 We multiply by 26% the equity interests and the voting interests held in MetroPCS by its U.S. shareholders

(continued….)

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Commission precedent, we treat such unidentified interests as investment from non-WTO Member

countries.279 Accordingly, we treat as non-WTO Member investment an aggregate 6.5 percent equity and

voting interest in T-Mobile US, Inc. as a result of unidentified ownership interests in MetroPCS.

2. Declaratory Ruling

95. Based on our analysis of the information that Deutsche Telekom and MetroPCS have

submitted for the record, we find that at least 75 percent of the equity and voting interests that would be

held directly and indirectly in T-Mobile US, Inc. upon closing are properly ascribed to individuals or

entities that are citizens of, or that principally conduct business in, WTO Member countries for purposes

of our public interest analysis under Section 310(b)(4) of the Act and the policies adopted in the Foreign

Participation Order.280 Applicants are therefore entitled to a rebuttable presumption that the post-closing

foreign ownership of T-Mobile US, Inc. and the T-Mobile USA/MetroPCS Common Carrier Licensees

does not pose a risk to competition in the U.S. market. We find no evidence in the record that rebuts this

presumption and, as we explained above, we find no basis to conclude that the proposed transaction is

likely to harm competition.281

96. Pursuant to the rules and policies established by the Commission’s Foreign Participation

Order, we find that it would not serve the public interest to prohibit the indirect foreign ownership of the

T-Mobile USA/MetroPCS Common Carrier Licensees in excess of the 25 percent benchmark in section

310(b)(4) of the Act. Specifically, this ruling permits the T-Mobile USA/MetroPCS Common Carrier

Licensees to be 100 percent owned indirectly, as a result of foreign ownership interests held in their

controlling U.S. parent, by T-Mobile Global and T-Mobile Holding (individually), by Deutsche Telekom

(individually), and by Deutsche Telekom’s shareholders (collectively), subject to the following

conditions. First, the T-Mobile USA/MetroPCS Common Carrier Licensees shall obtain prior

Commission approval before any foreign individual or entity acquires a direct or indirect equity and/or

voting interest in T-Mobile US, Inc. in excess of 25 percent, with the exception of the equity and voting

interests held currently by the FRG and KfW. Second, the T-Mobile USA/MetroPCS Common Carrier

Licensees shall obtain prior Commission approval before the ownership interests held collectively in

Deutsche Telekom by the FRG and KfW exceed 32 percent equity and/or voting interests plus an

aggregate three percent to account for fluctuations in publicly-traded shares.282 Finally, the T-Mobile

USA/MetroPCS Common Carrier Licensees shall obtain prior Commission approval before T-Mobile

US, Inc.’s direct or indirect equity and/or voting interests from non-WTO Member countries (including

interests from unknown countries) exceeds 25 percent. The T-Mobile USA/MetroPCS Common Carrier

(Continued from previous page)

(75%) and its unidentified shareholders (25%) to derive the equity and voting interests they would hold indirectly in

T-Mobile US, Inc. See supra note 264.

279 See, e.g., 2008 MSV Order, 23 FCC Rcd at 4442 ¶ 14.

280 See supra note 249 and accompanying text. As discussed above, we ascribe to non-WTO shareholders of

Deutsche Telekom (including unknown shareholders) an aggregate 6.88% equity interest and 9.30% voting interest

in T-Mobile US, Inc. Adding the 6.5% equity and voting interests that we calculate would be held in T-Mobile US,

Inc. by unidentified shareholders of MetroPCS, we calculate total non-WTO investment in T-Mobile US, Inc. as

13.38% of its equity interests and 15.80% of its voting interests.

281 See discussion at Sections V and VI supra; see also Foreign Participation Order, 12 FCC Rcd at 23905-09 ¶¶

33-41.

282 See Verizon Communications, Inc., Transferor, and América Móvil, S.A. de C.V., Transferee, Application for

Authority to Transfer Control of Telecommunicaciones de Puerto Rico, Inc. (TELPRI), WT Docket No. 06-113,

Memorandum Opinion and Order and Declaratory Ruling, 22 FCC Rcd 6195, 6225 ¶ 67 (2007) (“America Movil

Order”).

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Licensees have an affirmative duty to monitor their foreign equity and voting interests, calculate these

interests consistent with the attribution principles enunciated by the Commission, and otherwise ensure

continuing compliance with the provisions of Section 310(b)(4) of the Act.283

B. National Security, Law Enforcement, Foreign Policy, and Trade Concerns

97. When analyzing a transfer of control or assignment application in which foreign

investment is an issue, we also consider any national security, law enforcement, foreign policy, or trade

policy concerns raised by the Executive Branch.284 Deutsche Telekom requested that the Commission

condition its grant of the transfer of control of the MetroPCS authorizations on compliance with the

provisions of the National Security Agreement entered into on January12, 2001, as amended between

Deutsche Telekom and the Department of Justice, the Federal Bureau of Investigation, and the

Department of Homeland Security.285

98. On March 8, 2013, the Department of Justice (DOJ), with the concurrence of the

Department of Homeland Security (DHS), filed a Petition to Adopt Conditions to Authorizations and

Licenses (DOJ/DHS Petition).286 DOJ and DHS state that they have no objection to the Commission

granting the applications and petition for declaratory ruling “provided that the Commission condition its

approval of the assurance of T-Mobile/MetroPCS to abide by the commitments and undertakings set forth

in the Agreement dated January 12, 2001 and the Amendment No. 2, dated March 5, 2013 . . .”287

99. In accordance with the request of Deutsche Telekom and the DOJ and DHS, we condition

grant of the instant applications on Deutsche Telekom AG, T-Mobile USA, Inc. and MetroPCS

Communications Inc. compliance with the provisions of the National Security Agreement entered into on

January 12, 2001, as amended, between Deutsche Telekom AG, T-Mobile USA, Inc. and MetroPCS

Communications Inc., on the one hand, and the U.S. Department of Justice, the Federal Bureau of

Investigation and the U.S. Department of Homeland Security, on the other, which is appended to the DT-

VoiceStream Order288 and the Amendment No. 2, dated March 5, 2013, which is in Appendix B of this

Order.

VIII. CONCLUSION

100. In considering the applications, we evaluated the likely competitive effects of the

proposed transaction at both the local and national levels. The proposed transaction raises horizontal

competition issues because it would result in the combination of overlapping mobile wireless coverage

and services in various markets, as well as the transfer of customers of two current competitors to Newco.

We find that the proposed transaction is not likely to result generally in competitive or other public

283 See Applications of Cellco Partnership d/b/a Verizon Wireless and AT&T, Inc., WT Docket No. 09-121,

Memorandum Opinion and Order and Declaratory Ruling, 25 FCC Rcd 10985, 11024 ¶ 99 (IB/WTB 2010); Mobile

Satellite Ventures Subsidiary LLC and SkyTerra Communications, Inc., Petition for Declaratory Ruling Under

Section 310(b) of the Communications Act of 1934, as Amended, File No. ISP-PDR-20070314-00004, Order and

Declaratory Ruling, 23 FCC Rcd 4436, 4443 ¶ 16 (2008); America Movil Order, 22 FCC Rcd at 6225 ¶ 68.

284 Foreign Participation Order, 12 FCC Rcd at 23918 ¶ 58.

285 Public Interest Statement at 61-62 (citing DT-VoiceStream Order, 16 FCC Rcd 9779).

286 DOJ/DHS, Petition to Adopt Conditions to Authorizations and Licenses, WT Docket No. 12-301 (filed March 8,

2013).

287 DOJ/DHS Petition at 1.

288 See Section XIII., Ordering Clauses, infra. The National Security Agreement is contained in the DT-VoiceStream

Order, Appendix B, 16 FCC Rcd at 9853. See also T-Mobile-SunCom Order, 23 FCC Rcd at 2532 (appending the

NSA amendment).

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interest harms, and, to the extent that it may result in public interest harms in selected markets, we find

that the likely public interest benefits are greater. The combination of spectrum assets as a result of this

transaction will allow Newco to actively put this spectrum to use in the deployment of the latest-

generation mobile wireless services. Moreover, the transaction will enhance the ability of Newco to

compete against the top three nationwide service providers by enabling it to expand the MetroPCS brand

into new geographical markets, improve service quality, and deploy a more robust network nationally.

Because these potential public interest benefits outweigh any potential public interest harms, we conclude

that consent to the proposed transaction would serve the public interest.

IX. ORDERING CLAUSES

101. ACCORDINGLY, having reviewed the Applications and the record in these matters, IT

IS ORDERED that, pursuant to Sections 4(i) and (j), 214, 303(r), 309, 310(b), and 310(d) of the

Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j), 214, 303(r), 309, 310(b), 310(d),

the applications for the transfer of control of PCS and AWS-1 licenses and leases, one lower 700 MHz

license, as well as international Section 214 authorizations from MetroPCS and T-Mobile USA to T-

Mobile US, Inc. are GRANTED, to the extent specified in this Memorandum Opinion and Order and

Declaratory Ruling and subject to the conditions specified herein.

102. IT IS FURTHER ORDERED that, pursuant to sections 4(i) and (j), and 310(b)(4) of the

Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j), 310(b)(4), and section 1.2 of the

Commission’s rules, 47 C.F.R. § 1.2, the petition for declaratory ruling filed by Deutsche Telekom is

GRANTED to the extent specified in this Memorandum Opinion and Order and Declaratory Ruling.

103. IT IS FURTHER ORDERED that, pursuant to sections 4(i) and 4(j), 303(r), 309, 310(b)

and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j), 303(r), 309,

310(b), 310(d), grant of the applications and associated petition for declaratory ruling IS CONDITIONED

UPON compliance by Deutsche Telekom AG, T-Mobile USA, Inc. and MetroPCS Communications Inc.

with the terms contained in the National Security Agreement entered into on January 12, 2001, and the

Amendment No. 2, dated March 5, 2013, between Deutsche Telekom AG, T-Mobile USA, Inc. and

MetroPCS Communications Inc., on the one hand, and the U.S. Department of Justice, the Federal Bureau

of Investigation, and the U.S. Department of Homeland Security, on the other.

104. IT IS FURTHER ORDERED that this Memorandum Opinion and Order and Declaratory

Ruling SHALL BE EFFECTIVE upon release. Petitions for reconsideration under section 1.106 of the

Commission’s rules, 47 C.F.R. § 1.106, may be filed within thirty days of the date of public notice of this

Memorandum Opinion and Order and Declaratory Ruling.

105. This action is taken under delegated authority pursuant to sections 0.51, 0.131, 0.261, and

0.331 of the Commission’s Rules, 47 C.F.R. §§ 0.51, 0.131, 0.261, 0.331.

FEDERAL COMMUNICATIONS COMMISSION

Ruth Milkman

Chief

Wireless Telecommunications Bureau

Mindel De La Torre

Chief

International Bureau

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APPENDIX A

Commenters in WT Docket No. 12-301

Comments:

Communications Workers of America

The Free State Foundation

HyperCube Telecom, LLC

The Greenlining Institute

Opposition:

Deutsche Telekom AG, T-Mobile USA, Inc., and MetroPCS Communications, Inc.

Replies:

AFL-CIO, NAACP, Service Employees International Union, Sierra Club, National Consumers League,

Center for Community Change, Alliance for Retired Americans, USAction, Jobs with Justice

Communications Workers of America

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APPENDIX B

Petition to Adopt Conditions to Authorizations and Licenses

and Amendment No. 2 to the National Security Agreement with Deutsche Telekom

The Petition to Adopt Conditions to Authorizations and Licenses and Amendment No. 2 to the

National Security Agreement with Deutsche Telekom are attached as PDF files to this document.

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Before the

FEDERAL COMMUNICATIONS COMMISSION

Washington, D.C. 20554

)

)

)

In the Matter of ) File Nos: WC DK 12-301

) (DA 12-1730 rel. October 26, 2012)

Deutsche Telekom AG, T-Mobile USA, INC., ) ITC-T/C-20121018-00264

and MetroPCS Communications, Inc. ) ITC-T/C-20121018-00265

(T-Mobile/MetroPCS) ) ITC-T/C-20121018-00266

) ITC-T/C-20121018-00267

) ITC-PDR-20121018-00006

)

)

PETITION TO ADOPT CONDITIONS TO

AUTHORIZATIONS AND LICENSES

The Department of Justice (“DOJ”), The Federal Bureau of Investigation (“FBI”), and The U.S.

Department of Homeland Security (“DHS”), (the “USG Parties”) submits this Petition to Adopt

Conditions to Authorizations and Licenses (Petition), pursuant to Section 1.41 of the Federal

Communications Commission (“Commission”) rules.

1

Through this Petition, the USG Parties advise the

Commission that it has no objection to the Commission approving the authority sought in the

above-referenced proceedings, provided that the Commission conditions its approval on the assurance of

T-Mobile/MetroPCS to abide by the commitments and undertakings set forth in the Agreement dated

January 12, 2001 and the Amendment No. 2, dated March 5, 2013 (“Amendment”), which is attached

hereto. In the above-referenced proceedings, the Applicants requests Commission consent to the

transfer of de jure control of section 214 authorizations (WC-DK 12-301) held by MetroPCS. After

discussions with representatives of the Applicants in connection with the above-referenced proceedings, the

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47 C.F.R. § 1.41.

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USG Parties have concluded that the additional commitments set forth in the Amendment will help ensure

that the USG Parties with responsibility for enforcing the law, protecting the national security, and preserving

public safety, can proceed appropriately to satisfy those responsibilities. Accordingly, the USG Parties advise

the Commission that it has no objection to the Commission granting the application in the above-referenced

proceedings, provided that the Commission conditions its consent on compliance by T-Mobile/MetroPCS

with the Amendment.

Respectfully submitted,

/S/ Tyrone Brown

Attorney Advisor

Foreign Investment Review Staff

National Security Division

U.S. Department of Justice

cc: Best Copy and Printing, Inc. (via email at fcc@bcpiweb.com)

Tracey Wilson-Parker (via email at tracey.wilson-parker@fcc.com)

David Krech (via email at david.krech@fcc.gov)

Jim Bird (via email at jim.bird@fcc.gov)

Jodie May (via email at jodie.may@fcc.gov)

George Li (via email at george.li@fcc.gov)

2

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