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Petition For Declaratory Ruling Of Pandora Radio, LLC

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Released: July 29, 2014
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PUBLIC NOTICE

Federal Communications Commission

News Media Information 202 / 418-0500

Internet: http://www.fcc.gov

TTY: 1-888-835-5322

445 12th St., S.W.

Washington, D.C. 20554

DA 14-1019

July 29, 2014

PANDORA RADIO LLC SEEKS FOREIGN OWNERSHIP RULING PURSUANT TO SECTION

310(b)(4) OF THE COMMUNICATIONS ACT OF 1934, AS AMENDED

MB Docket No. 14-109

PLEADING CYCLE ESTABLISHED

Comments Due: August 28, 2014

Replies Due: September 29, 2014

I.

INTRODUCTION

Pandora Radio LLC (“Pandora Radio”) has filed a petition for declaratory ruling (“Petition”) with

the Commission requesting that the Commission find, pursuant to section 310(b)(4) of the

Communications Act of 1934, as amended,1 that it would not serve the public interest to prohibit its

shareholders from holding aggregate foreign ownership in Pandora’s controlling parent company,

Pandora Media, Inc. (“Pandora”), in excess of the 25 percent benchmark in section 310(b)(4).

The Petition is filed in connection with a pending application to assign FM broadcast station

KXMZ(FM), Box Elder, South Dakota, from Connoisseur Media Licenses, LLC to Pandora Radio.2

Pandora Radio states that although it has reasonable grounds to believe that it complies with the statutory

25 percent foreign ownership benchmark, it is unable to demonstrate such compliance under the

guidelines for publicly traded companies set out by the Audio Division in this proceeding, primarily due

to the fact that the identity, and therefore the citizenship of more than half of the beneficial owners of

outstanding Pandora shares cannot be ascertained due to Securities and Exchange Commission (“SEC”)

shareholder privacy regulations.3 Therefore, Pandora Radio seeks a declaratory ruling to allow foreign

investors to hold up to a 49.99 percent voting interest and 100 percent equity interest in Pandora, its

parent company, without additional Commission approval. Under this requested ruling, Pandora would

be required to obtain prior Commission approval for the aggregate voting authority of foreign investors to

exceed 49.99 percent, or if any change in the Board of Directors is proposed that would result in the

1 47 U.S.C. § 310(b)(4); see also Commission Policies and Procedures Under Section 310(b)(4) of the

Communications Act, Foreign Investment in Broadcast Licensees, Declaratory Ruling, 28 FCC Rcd 16244 (2013).

2 See File No. BALH-20130620ABJ (“Assignment Application”).

3 Petition at 9. These unidentified beneficial shareholders that object to the disclosure of their identity are known as

“objecting beneficial owners,” or OBOs. Their shares are typically held and registered in “street name” by broker or

bank intermediaries. Id. at 9-10.

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majority of the Board no longer being comprised of U.S. citizens.4 Pandora Radio requests that the ruling

be prospectively applied to any of Pandora’s affiliates that are wholly owned and controlled by Pandora

or have common control with Pandora.5

Alternatively, Pandora Radio requests that the Commission issue a declaratory ruling following

its general common carrier policy, i.e., to permit 100 percent foreign equity and voting control without

prior Commission approval, provided that no foreign investor that is not named in the Petition increases

its equity or voting interest in Pandora to five percent (or 10 percent for certain institutional investors).6

In support of its Petition, Pandora Radio states that Pandora is a publicly traded United States

company, incorporated in Delaware, and that the majority of its executive officers and directors, as well

as its customers, are U.S. citizens.7 Pandora also asserts that the majority of its outstanding shares are

voted by a widely dispersed group of U.S. citizens.8 Pandora Radio asserts that granting its request would

be in the public interest because it would be a new entrant to the broadcast market that would “bring an

innovative new programming model to, and to commit new capital to, the radio sector.”9 Pandora Radio

further states that grant of its request would “enhance both the localism and diversity of voices in the

Rapid City radio market.”10

Pandora Radio proposes to monitor its foreign voting control levels using SEC Schedules 13D

and 13G, which must be filed with the SEC whenever a shareholder acquires a five percent or greater

voting share in Pandora’s outstanding stock.11

Using such reports, Pandora Radio claims that it can

“ensure that neither a single foreign entity nor any combination of foreign entities will be able to obtain

voting control over the company without prior Commission approval and an opportunity for the

Executive Branch to evaluate the matter.”12

II.

EX PARTE STATUS OF THIS PROCEEDING

Pursuant to section 1.1200(a) of the Commission’s rules,13 the Commission may adopt modified

or more stringent ex parte procedures in particular proceedings if the public interest so requires. We

4 Petition at 29.

5 Petition at 27. Pandora contends that this will avoid the need for Pandora and its affiliates to file further petitions

for declaratory ruling under section 310(b)(4) in the future, prior to acquiring any additional broadcast licenses.

6 Petition at 32-33. Under this alternative proposal, any foreign investor named in the Petition (as amended) may

increase its equity and/or voting interest in Pandora to 49.99 percent at some future time without additional

Commission approval. Id.

7 Petition at 5-6.

8 Petition at 24 (relying on data obtained from SEC Forms 13F) ; see also Assignment Application, Exhibit 14,

“Parties to the Application.”

9 Petition at 14-16.

10 Petition at 15.

11 Petition at 3, 31-32. These Schedules also require disclosure of any plan or proposal to influence the management

or operation of the company. Id.

12 Petition at 32.

13 47 C.F.R. § 1.1200(a).

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announce that this proceeding will be governed by permit-but-disclose ex parte procedures that are

applicable to non-restricted proceedings under section 1.1206 of the Commission’s rules.14

Parties making oral ex parte presentations are directed to the Commission’s ex parte rules.

Parties are reminded that memoranda summarizing the presentation must contain the presentation’s

substance and not merely list the subjects discussed.15 More than a one- or two-sentence description of

the views and arguments presented is generally required.16 Other rules pertaining to oral and written

presentations are set forth in section 1.1206(b) as well.17

III.

GENERAL INFORMATION

The Petition has been found, upon initial review, to be acceptable for filing. The Commission

may, of course, require Pandora to submit any additional documents or statements of fact that in its

judgment may be necessary, or to amend the underlying application so as to make it “more definite and

certain.”18 The Commission also reserves the right to return the Petition if, upon further examination, it is

determined to be defective and not in conformance with the Commission’s rules or policies.

Interested parties must file comments no later than August 28, 2014. Persons and entities that file

comments become parties to the proceeding. They may participate fully in the proceeding, including

seeking access to any confidential information that may be filed under a protective order, seeking

reconsideration of decisions, and filing appeals of a final decision to the courts. Replies to such pleadings

must be filed no later than September 27, 2014. All filings concerning matters referenced in this Public

Notice should refer to MB Docket No. 14-109.

To allow the Commission to consider fully all substantive issues regarding the applications in as

timely and efficient a manner as possible, commenters should raise all issues in their initial filings. New

issues may not be raised in responses or replies.19 A party or interested person seeking to raise a new

issue after the pleading cycle has closed must show good cause why it was not possible for it to have

raised the issue previously. Submissions after the pleading cycle has closed that seek to raise new issues

based on new facts or newly discovered facts should be filed within 15 days after such facts are

discovered. Absent such a showing of good cause, any issues not timely raised may be disregarded by the

Commission.

Under the Commission’s current procedures for the submission of filings and other documents,20

submissions in this matter may be filed electronically though the Commission’s Electronic Comment

Filing System (“ECFS”) or by hand delivery to the Commission.

If filed by ECFS,21 comments shall be sent as an electronic file via the Internet to

http://www.fcc.gov/e-file/ecfs.html. In completing the transmittal screen, commenters should

14 47 C.F.R. § 1.1206.

15 See 47 C.F.R. § 1.1206(b)(1).

16 See id.

17 47 C.F.R. § 1.1206(b).

18 47 C.F.R. § 73.3514(b); see also BBC License Subsidiary, L.P., Order, 10 FCC Rcd 2458, 2461 (MMB 1994).

19 See 47 C.F.R. § 1.45(c).

20 See FCC Announces Change in Filing Location for Paper Documents, Public Notice, 24 FCC Rcd 14312 (2009).

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include their full name, U.S. Postal Service mailing address, and the applicable docket number.

Parties may also submit an electronic comment by Internet e-mail.

If filed by paper, the original and four copies of each filing must be filed by hand or messenger

delivery, by commercial overnight courier, or by first-class or overnight U.S. Postal Service mail.

All hand-delivered or messenger-delivered paper filings for the Commission’s Secretary must be

delivered to FCC Headquarters at 445 12th St., SW, Room TW-A325, Washington, D.C. 20554.

The filing hours at this location are 8:00 a.m. to 7:00 p.m. All hand deliveries must be held

together with rubber bands or fasteners. Any envelopes must be disposed of before entering the

building. Commercial overnight mail (other than U.S. Postal Service Express Mail and Priority

Mail) must be sent to 9300 East Hampton Drive, Capitol Heights, MD 20743. U.S. Postal

Service first-class, Express, and Priority mail should be addressed to 445 12th Street, S.W.,

Washington, D.C. 20554. All filings must be addressed to the Commission’s Secretary, Office of

the Secretary, Federal Communications Commission.

One copy of each pleading must be delivered electronically, by e-mail or facsimile, or if delivered

as paper copy, by hand or messenger delivery, by commercial overnight courier, or by first-class or

overnight U.S. Postal Service mail (according to the procedures set forth above for paper filings), to:

(1) the Commission’s duplicating contractor, Best Copy and Printing, Inc., at FCC@BCPIWEB.COM or

(202) 488-5563 (facsimile); Peter Doyle, Audio Division, Media Bureau, at peter.doyle@fcc.gov or (202)

418-1410 (facsimile); Lisa Scanlan, Audio Division, Media Bureau, at lisa.scanlan@fcc.gov (202) 418-

1410 (facsimile); and (3) Christine Goepp, Audio Division, Media Bureau, at christine.goepp@fcc.gov or

(202) 418-1410 (facsimile). Any submission that is e-mailed to Best Copy and Printing, Peter Doyle, Lisa

Scanlan, and Christine Goepp should include in the subject line of the e-mail: (1) MB Docket No. 14-109;

(2) the name of the submitting party; and (3) a brief description or title identifying the type of document

being submitted (e.g., MB Docket No. 14-109, [name of submitting party], Comments).

Copies of the Petition and any subsequently-filed documents in this matter may be obtained from

Best Copy and Printing, Inc. in person at 445 12th Street, S.W., Room CY-B402, Washington, D.C.

20554, via telephone at (202) 488-5300, via facsimile at (202) 488-5563, or via email at

FCC@BCPIWEB.COM. The Petition and any associated documents are also available for public

inspection and copying during normal reference room hours at the following Commission office: FCC

Reference Information Center, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. In

addition, the Petition is available electronically through the Media Bureau’s Consolidated Database

System (“CDBS”), which may be accessed on the Commission’s Internet website.22

To request materials in accessible formats for people with disabilities (Braille, large print,

electronic files, audio format), send an email to fcc504@fcc.gov or call the Consumer and Governmental

Affairs Bureau at (202) 418-0530 (voice) or (202) 418-0432 (TTY). Contact the FCC to request

reasonable accommodations for filing comments (accessible format documents, sign language

interpreters, CART, etc.) by email: FCC504@fcc.gov; phone: (202) 418-0530 or TTY: (202) 418-0432.

For further information, contact Christine Goepp, Audio Division, Media Bureau, at (202) 418-

7834, or Lisa Scanlan, Audio Division, Media Bureau, at (202) 418-2700. Press inquiries should be

directed to Janice Wise, Media Bureau, (202) 418-2555 or (888) 835-5322.

21 See Electronic Filing of Documents in Rulemaking Proceedings, GC Docket No. 97-113, Report and Order, 13

FCC Rcd 11322 (1998).

22 On July 27, 2014, Pandora Radio amended the underlying assignment application, attaching the Petition as new

Exhibit 24. See File No. BALH-20130620ABJ in CDBS Public Access.

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-FCC-

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