FEDERAL COMMUNICATIONS COMMISSION
445 TWELFTH STREET, S.W.
WASHINGTON, D.C. 20554
News media information 202/418-0500 Fax-On-Demand 202/418-2830 Internet: http://www.fcc.gov
DA 12-2090
Released: December 27, 2012
SOFTBANK AND SPRINT FILE AMENDMENT TO THEIR PREVIOUSLY FILED
APPLICATIONS TO REFLECT SPRINT’S PROPOSED ACQUISITION OF DE FACTO
CONTROL OF CLEARWIRE
IB Docket No. 12-343
REVISED PLEADING CYCLE1
Petitions to Deny Due:
January 28, 2013
Oppositions Due:
February 12, 2013
Replies Due:
February 25, 2013
I.
INTRODUCTION
On December 20, 2012, Softbank Corp. (“SoftBank”),2 its indirect U.S. subsidiary Starburst II,Inc. (“Starburst II”), and Sprint Nextel Corporation (“Sprint” and, together with SoftBank and Starburst
II, the “Applicants”) filed an amendment3 (the “Amendment”) to supplement their applications
(collectively, the “Applications”) previously filed4 pursuant to sections 214, 310(b)(4), and 310(d) of the
Communications Act of 1934, as amended (the “Communications Act”),5 and sections 34-39 of the
1 This Public Notice amends the pleading cycle previously established in this docket. See SoftBank and Sprint Seek
FCC Consent to the Transfer of Control of Various Licenses, Leases, and Authorizations From Sprint to SoftBank,
and to the Grant of a Declaratory Ruling Under Section 310(b)(4) of the Communications Act, IB Docket No. 12-
343, Public Notice, DA 12-1924 (rel. Nov. 30, 2012) (“November 30, 2012 Public Notice”).
2 SoftBank is a publicly traded holding company organized and existing under the laws of Japan. SoftBank and its
subsidiaries are engaged in various information technology and Internet-related businesses in Japan, including
mobile communications, broadband infrastructure, fixed-line telecommunications, e-commerce, and web portals.
SoftBank also invests in Internet-based companies throughout the world. See Applications of Sprint Nextel
Corporation, Transferor, and SoftBank Corp., and Starburst II, Inc., Transferees, for Consent to Transfer of Control
of Licenses and Authorizations, Public Interest Statement, IB Docket No. 12-343 (“Public Interest Statement”), at 4-
5. SoftBank has established a U.S. holding company, Starburst I, Inc. (“Starburst I”) and two further U.S.
subsidiaries, Starburst II, Inc. (“Starburst II”), which is wholly owned by Starburst I, and Starburst III, Inc. (“Merger
Sub”), which is wholly owned by Starburst II. See Public Interest Statement at 7.
3 See Applications of Sprint Nextel Corporation, Transferor, and SoftBank Corp., and Starburst II, Inc., Transferees,
for Consent to Transfer of Control of Licenses and Authorizations, Amendment, IB Docket No. 12-343 (filed Dec.
20, 2012) (“Amendment”).
4 See November 30, 2012 Public Notice.
5 47 U.S.C. §§ 214, 310(d).
Submarine Cable Landing Act.6 The Applicants seek Commission consent to the transfer of control of
various wireless licenses and leases, domestic section 214 authority, international section 214
authorizations, earth station authorizations, interests in submarine cable licenses, and cable television
relay service station licenses held by Sprint and its subsidiaries, and by Clearwire Corporation
(“Clearwire”), to SoftBank and Starburst II.7 The Applicants also request a declaratory ruling that it is in
the public interest for the foreign shareholders of Starburst I and Starburst II to hold foreign ownership
and voting rights in Sprint and its post-transaction direct and indirect licensee subsidiaries in excess of the
25 percent foreign ownership benchmarks in section 310(b)(4) of the Communications Act.8 Through the
Amendment, the Applicants notified the Commission of a recent agreement by which Sprint has agreed to
acquire the remaining shares of Clearwire that Sprint does not already own (the “Clearwire Transaction”),
on the condition that the Commission approve SoftBank’s applications to acquire control of Sprint. The
Applicants assert that the new Sprint-Clearwire transaction would increase the public interest benefits
associated with their Applications.9
On December 6 and 7, 2012, the Commission approved Sprint’s pro forma application to increase
Sprint’s ownership of Clearwire from below 50 percent to approximately 50.45 percent through the
acquisition of Clearwire stock held by Eagle River Investment LLC.10 That transaction is now
consummated.11 While that transaction restored Sprint’s de jure control over Clearwire, it did not give
Sprint de facto control because Sprint and the other major stockholders of Clearwire entered into an
Equityholders’ Agreement (“EHA”), through which a super-majority vote of the board of directors (10 of
13 members) is required to replace Clearwire’s CEO and certain other members of senior management
and to approve a change of control of Clearwire, thus giving the non-Sprint nominated board members
and their nominating shareholders negative control of Clearwire.12
On December 17, 2012, Sprint and Clearwire announced that they had entered into the Merger
Agreement, by which Sprint would acquire the remaining stock of Clearwire that Sprint does not already
own for an aggregate purchase price of approximately $2.2 billion.13 Under the Merger Agreement,
Collie Acquisition Corp., a wholly-owned subsidiary of Sprint, would be merged into Clearwire, with
6 47 U.S.C. §§ 34-39.
7 For a list of the applications, see November 30 2012 Public Notice at 3-8.
8 47 U.S.C. § 310(b)(4); Petition for Declaratory Ruling, File No. ISP-PDR-20121115-00006 (“Petition”); see also
November 30 2012 Public Notice at 8-9.
9 See generally Amendment. See Also Agreement And Plan Of Merger By And Among Sprint Nextel Corporation,
Collie Acquisition Corp. And Clearwire Corporation, dated as of December 17, 2012, attached as Exhibit 2.1 to
Form 8-K of Sprint Nextel Corporation, Dec. 18, 2012 (available at
http://www.sec.gov/Archives/edgar/data/101830/000119312512505717/d456262dex21.htm) (“Merger Agreement”).
10 See, e.g., Wireless Telecommunications Bureau Assignment of License Authorization Applications, Transfer of
Control of Licensee Applications, De Facto Transfer Lease Applications and Spectrum Manager Lease
Notifications, Designated Entity Reportable Eligibility Event Applications, and Designated Entity Annual Reports
Report No. 8300, Public Notice (WTB rel. Dec. 12, 2012) at 9. See also November 30, 2012 Public Notice at 1 n.4.
11 See, e.g., Notice of Consummation of Clearwire Corporation, ULS File No. 0005547899 (Dec. 12, 2012).
12 See Description of the Transaction and Public Interest Statement, File No. 0003368272 (Lead Call Sign
B085 amended June 24, 2008) at 6-7 and n.7. Clearwire views its management and directors as exercising de facto
control. See Ownership Report, Clearwire Corporation, File No. 0005494511 (filed Nov. 15, 2012), Description of
Ownership at 1.
13 Amendment at 3. See also Sprint to Acquire 100 Percent Ownership of Clearwire for $2.97 per Share, News
Release (Dec. 17, 2012).
2
Clearwire as the surviving corporation.14 At the consummation of the Clearwire Transaction, the EHA
among Clearwire, Sprint and the other strategic investors in Clearwire – affiliates of Comcast Corp., Intel
Corp. and Bright House Networks – that currently determines the governance of Clearwire would be
terminated.15 The Merger Agreement includes provisions that condition Sprint’s obligation to acquire
Clearwire on the prior consummation of the SoftBank-Sprint transaction.16
After consummation of the Merger Agreement, Sprint, which would be controlled by SoftBank,
would have 100% stock ownership in and de facto control of Clearwire, in addition to the legal control
recently reacquired in the pro forma transaction. Accordingly, with this Amendment, the Applicants seek
Commission consent for the transfer of de facto as well as de jure control of Clearwire’s licenses, leases
and authorizations to SoftBank, through its proposed 70 percent ownership of Sprint.17
The Applicants assert that the Clearwire Transaction would result in public benefits by helping
provide the financial resources needed to transition Clearwire’s network to Long Term Evolution (LTE)
technology and improve wireless broadband service to Clearwire and Sprint customers and enable Sprint
to use Clearwire’s 2.5 GHz spectrum more effectively.18 The Applicants claim that the Clearwire
Transaction would facilitate these public interest benefits by eliminating the inefficiencies created by the
Clearwire’s current ownership and governance current structure and allow Clearwire’s customers to
benefit fully from not only Sprint’s resources and expertise, but also SoftBank’s resources and expertise.19
The Applicants further claim that increasing Sprint’s current approximately 50.45 percent interest in
Clearwire to 100 percent would have no adverse competitive effects and that similarly, SoftBank’s
indirect acquisition of a de jure and de facto controlling interest in Clearwire raises no competitive
concerns.20
Because the Amendment seeks Commission approval of SoftBank’s acquisition of positive
control of Clearwire and a change in de facto control of Clearwire, we believe it is appropriate to treat the
Amendment as a major amendment to the Applications.21 Therefore we are revising the comment cycle
in this proceeding, IB Docket No. 12-343, to make petitions to deny now due
January 28, 2013
,oppositions due
February 12, 2013
, and replies dueFebruary 25, 2013
.2214 Amendment at 3.
15 Id. at 4.
16 Id. at 3-4.
17 Id. at 1 n.2, 3. In 2008, the Commission previously approved Sprint’s acquisition of majority control of
Clearwire. See Sprint Nextel Corporation and Clearwire Corporation, WT Docket No. 08-94, Memorandum
Opinion and Order, 23 FCC Rcd 17570, 17574 ¶ 9 (2008) (Commission approved Sprint acquiring an
approximately 51 percent ownership interest in Clearwire).
18 Id. at 4-6.
19 Id. at 5-6.
20 Id. at 6-7.
21 See, e.g., 47 C.F.R. § 1.929(a)(2) (substantial changes in control shall be treated as major filings).
22 On December 20, 2012, Dish Network LLC (DISH) filed a request for a three week extension of the original
January 4, 2013 deadline to file petitions to deny, in light of the announcement that Sprint proposes to acquire all of
the equity of Clearwire. See Request for Extension of Time to File Petitions to Deny of Dish Network LLC, IB
Docket No. 12-343 (filed Dec. 20, 2012). On December 21, 2012, DISH filed a letter to clarify that it requests either
an extension of time or for the Commission to issue a new public notice with a revised comment period. See letter
from Pantelis Michalopoulos, counsel for Dish Network LLC, to Marlene H. Dortch, FCC, dated Dec. 21, 2012.
Crest Financial Limited filed a letter on December 21, 2012, joining the Dish Network request for a three week
3
IX.
EX PARTE
STATUS OF THIS PROCEEDING
The Applications and Petition will be governed by permit-but-disclose ex parte procedures thatare applicable to non-restricted proceedings under section 1.1206 of the Commission’s rules.23 Parties
making oral ex parte presentations are directed to the Commission’s revised ex parte rules. Parties are
reminded that memoranda summarizing the presentation must contain the presentation’s substance and
not merely list the subjects discussed.24 More than a one- or two-sentence description of the views and
arguments presented is generally required.25 Other rules pertaining to oral and written presentations are
set forth in section 1.1206(b) as well.26
Requests for Ex Parte
Meetings.
All requests for meetings with Commission staff regarding thisDocket should be made to David Krech, Associate Chief, Policy Division, International Bureau, at
David.Krech@fcc.gov, or (202) 418-7443, or Kathleen Collins, Attorney-Advisor, Policy Division,
International Bureau, at Kathleen.Collins@fcc.gov, or (202) 418-1474.
X.
GENERAL INFORMATION
The Applications, as amended by the Amendment, have been found, upon initial review, to beacceptable for filing. The Commission reserves the right to return any application if, upon further
examination, it is determined to be defective and not in conformance with the Commission’s rules or
policies.
By this Public Notice we revise the filing dates established in the November 30, 2012 Public
Notice
. Interested parties shall file petitions to deny no later thanJanuary 28
, 2013. Persons and entitiesthat file petitions to deny 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. Oppositions to
such pleadings shall be filed no later than
February 12, 2013
. Replies to such pleadings shall be filed nolater than
February 25, 2013
. All filings concerning matters referenced in this Public Notice should referto
IB Docket No. 12-343
and reference the specific file numbers of the individual applications to whichthe filings pertain.
To allow the Commission to consider fully all substantive issues regarding the Applications
and Petition in as timely and efficient a manner as possible, petitioners and commenters should raiseall issues in their initial filings. New issues may not be raised in responses or replies.27 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.
extension. See letter from Viet D. Dinh, counsel for Crest Financial Limited, to Marlene H. Dortch, FCC, dated
Dec. 21, 2012. As we have revised the comment cycle through this public notice, this request is moot.
23 47 C.F.R. § 1.1206.
24 See 47 C.F.R. § 1.1206(b)(1).
25 See id.
26 Id. § 1.1206(b).
27 See 47 C.F.R. §1.45(c).
4
Under the Commission’s current procedures for the submission of filings and other documents,28
submissions in this matter may be filed electronically (i.e., through ECFS) or by hand delivery to the
Commission.
·
If filed by ECFS
,29 comments shall be sent as an electronic file via the Internet tohttp://www.fcc.gov/e-file/ecfs.html. In completing the transmittal screen, commenters should
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 messengerdelivery, 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 Street, S.W., 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);
(2) Kathleen Collins, International Bureau, at Kathleen.Collins@fcc.gov or (202) 418-2824 (facsimile);
(3) David Krech, International Bureau, David.Krech@fcc.gov or (202) 418-2824 (facsimile);
(4) Paul Murray, Wireless Telecommunications Bureau, at Paul.Murray@fcc.gov or (202) 418-0787
(facsimile);
(5) Aaron Goldschmidt, Wireless Telecommunications Bureau, at Aaron.Goldschmidt@fcc.gov or (202)
418-1412 (facsimile);
(6) Christopher Sova, Wireline Competition Bureau, at Christopher.Sova@fcc.gov, or (202) 418-1413
(facsimile);
(7) Wayne McKee, Media Bureau, at Wayne.McKee@fcc.gov, or (202) 418-1187 (facsimile); and
(8) Neil Dellar, Office of General Counsel, at TransactionTeam@fcc.gov or (202) 418-1234 (facsimile).
Any submission that is e-mailed to Best Copy and Printing, Kathleen Collins, David Krech, Paul Murray,
28 See FCC Announces Change in Filing Location for Paper Documents, Public Notice, 24 FCC Rcd 14312 (2009).
29 See Electronic Filing of Documents in Rulemaking Proceedings, GC Docket No. 97-113, Report and Order, 13
FCC Rcd 11322 (1998).
5
Aaron Goldschmidt, Christopher Sova, Wayne McKee, and Neil Dellar should include in the subject line of
the e-mail: (1) IB Docket No. 12-343; (2) the name of the submitting party; and (3) a brief description or
title identifying the type of document being submitted (e.g., IB Docket No. 12-343, [name of submitting
party], Notice of Ex Parte Communication).
Copies of the applications 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 e-mail at
FCC@BCPIWEB.COM. The applications 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. The
applications are also available electronically through ECFS, which may be accessed on the Commission’s
Internet website at http://www.fcc.gov. In addition, the wireless applications are available electronically
through ULS, which may be accessed on the Commission’s Internet website, and the international
applications and petition for declaratory ruling are available electronically through IBFS, which also may
be accessed on the Commission’s Internet website. Information regarding the proposed transaction is also
available on the Internet website the FCC has established, http://www.fcc.gov/mergers, which contains an
unofficial listing and electronic copies of materials in this matter.
To request materials in accessible formats for people with disabilities (Braille, large print,
electronic files, audio format), send an e-mail 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 e-mail: fcc504@fcc.gov; phone: (202) 418-0530; or TTY: (202) 418-0432.
For further information on the proceeding, the international applications, or the petition for
declaratory ruling, contact Kathleen Collins at Kathleen.Collins@fcc.gov, or (202) 418-1474, or David
Krech at David.Krech@fcc.gov, or (202) 418-7443. For information on the wireless applications, contact
Aaron Goldschmidt at Aaron.Goldschmidt@fcc.gov, or (202) 418-7146. For information on the wireline
application, contact Christopher Sova at Christopher.Sova@fcc.gov, or (202) 418-1868. For information
on the CARS applications, contact Wayne McKee at Wayne.McKee@fcc.gov, or (202) 418-2355.
-FCC-
6
Edoc Internal Id:
318176
Released On:
Wed, 2012-12-26 19:00
Published On:
December 27 2012
Edoc ID:
DA-12-2090
