Exhibits for the Exhibits for the Auction Auction

No. 59 Short-Form No. 59 Short-Form Application and Application and Related IssuesRelated Issues

DisclaimerDisclaimer

These slides are provided by Bureau staff for These slides are provided by Bureau staff for informational purposes only. Nothing herein informational purposes only. Nothing herein is intended to supersede any provision of the is intended to supersede any provision of the Commission's rules or public notices. These Commission's rules or public notices. These slides should not be used as a substitute for slides should not be used as a substitute for a prospective applicant's review of the a prospective applicant's review of the Commission's relevant orders, rules, and Commission's relevant orders, rules, and public notices. Prospective applicants must public notices. Prospective applicants must familiarize themselves thoroughly and familiarize themselves thoroughly and remain current with the Commission's rules remain current with the Commission's rules relating to the Multiple Address Systems relating to the Multiple Address Systems Spectrum service, rules relating to Spectrum service, rules relating to application and auction procedures, and the application and auction procedures, and the procedures, terms and conditions contained procedures, terms and conditions contained in the Auction No. 59 public notices.in the Auction No. 59 public notices.

IntroductionIntroduction

Review of Exhibits for the short-Review of Exhibits for the short-form application (FCC Form form application (FCC Form 175).175).

How the Rules and Exhibits How the Rules and Exhibits work together.work together.

Provide additional helpful Provide additional helpful insights.insights.

Notes Regarding ExhibitsNotes Regarding Exhibits Rules listing the required information for Rules listing the required information for

exhibits are contained in Sections 1.2105 exhibits are contained in Sections 1.2105 and 1.2112 of the Commission’s Rules, and and 1.2112 of the Commission’s Rules, and Section 1.2110.Section 1.2110.

Rules governing Multiple Address Systems Rules governing Multiple Address Systems Spectrum are contained in Part 101.Spectrum are contained in Part 101.

General guidelines are contained in General guidelines are contained in Attachment D to the “Multiple Address Attachment D to the “Multiple Address Systems Spectrum Auction Scheduled for Systems Spectrum Auction Scheduled for April 26, 2005,” April 26, 2005,” Public NoticePublic Notice, DA 04-3985 , DA 04-3985 (rel. December 21, 2004).(rel. December 21, 2004).

Notes Regarding ExhibitsNotes Regarding Exhibits

No particular format for exhibits.No particular format for exhibits.

However, exhibits must be complete.However, exhibits must be complete.

Refer to Section 1.2105(b) concerning Refer to Section 1.2105(b) concerning modification and dismissal of modification and dismissal of applications.applications. Only minor modifications permitted (Section Only minor modifications permitted (Section

1.2105(b)).1.2105(b)).

Refer often to the Procedures Public Refer often to the Procedures Public Notice.Notice.

Notes Regarding ExhibitsNotes Regarding Exhibits

AllAll applicants must include Exhibits applicants must include Exhibits A and D.A and D.

Some applicants Some applicants mustmust include include additional exhibitsadditional exhibits Exhibit B (bidding agreements)Exhibit B (bidding agreements)

Exhibit C (bidding credit eligibility).Exhibit C (bidding credit eligibility).

Exhibit A - Applicant Exhibit A - Applicant Identity and Ownership Identity and Ownership

InformationInformation Under Section 1.2105(a)(2)(ii), each applicant is Under Section 1.2105(a)(2)(ii), each applicant is

required to disclose all real parties in interest, required to disclose all real parties in interest, including persons or entities directly or including persons or entities directly or indirectly controlling or owning the applicant.indirectly controlling or owning the applicant.

List all parties having a 10 percent or greater List all parties having a 10 percent or greater interest in the applicant (name, address, and interest in the applicant (name, address, and citizenship).citizenship).

List all FCC-regulated entities of which the List all FCC-regulated entities of which the applicant or its owners own 10 percent or more.applicant or its owners own 10 percent or more. Include a description of each entity’s principal Include a description of each entity’s principal

business and its relationship to the applicant.business and its relationship to the applicant.

Exhibit A (continued)Exhibit A (continued)

CorporationCorporation:: corporate name and address; corporate name and address; and the name, title & citizenship of a and the name, title & citizenship of a responsible officer or director (Section responsible officer or director (Section 1.2112(a)).1.2112(a)).

General PartnershipGeneral Partnership:: name, address & name, address & citizenship of all partners and their interest citizenship of all partners and their interest (Section 1.2112(a)(3)).(Section 1.2112(a)(3)).

Limited PartnershipLimited Partnership:: name, address & name, address & citizenship of all partners whose interest is citizenship of all partners whose interest is 10 percent or more (Section 1.2112(a)(2)).10 percent or more (Section 1.2112(a)(2)).

Exhibit A (continued)Exhibit A (continued)

Limited Liability CompanyLimited Liability Company:: name, name, address & citizenship of all members address & citizenship of all members whose interest is ten percent or whose interest is ten percent or greater (Section 1.2112(a)(5)).greater (Section 1.2112(a)(5)).

If None of the AboveIf None of the Above:: name, name, citizenship, title or other relation to citizenship, title or other relation to the applicant; and address of a the applicant; and address of a principal or other responsible person.principal or other responsible person.

Exhibit A (continued)Exhibit A (continued)

Other Requirements: Other Requirements: Applicants Applicants seeking bidding credits must seeking bidding credits must provide provide additionaladditional ownership ownership information (Section 1.2112(b)).information (Section 1.2112(b)).

Names, addresses, and citizenship of Names, addresses, and citizenship of all officers, directors, and other all officers, directors, and other controlling interests as defined by controlling interests as defined by Section 1.2110.Section 1.2110.

Exhibit B - Agreements with Exhibit B - Agreements with Other Parties and Joint Other Parties and Joint Bidding ArrangementsBidding Arrangements

Anti-Collusion Rule: Unless properly disclosed, Anti-Collusion Rule: Unless properly disclosed, communications concerning bids, bidding strategies, or communications concerning bids, bidding strategies, or settlement agreements (including post-auction market settlement agreements (including post-auction market structures) structures) generallygenerally are prohibited among applicants are prohibited among applicants that bid for licenses in any of the same geographic areas that bid for licenses in any of the same geographic areas (Section 1.2105(c)). (Section 1.2105(c)).

Prohibition period begins at the short-form deadline and Prohibition period begins at the short-form deadline and ends at the down payment deadline (Section 1.2105(a)(2)ends at the down payment deadline (Section 1.2105(a)(2)(ix)).(ix)).

To be in compliance, applicants must certify under To be in compliance, applicants must certify under penalty of perjury that they have not entered and will not penalty of perjury that they have not entered and will not enter into any explicit or implicit agreements, enter into any explicit or implicit agreements, arrangements or understandings of any kind with any arrangements or understandings of any kind with any parties other than those they have identified regarding parties other than those they have identified regarding the amount of their bids, bidding strategies or particular the amount of their bids, bidding strategies or particular licenses on which they will or will not bid.licenses on which they will or will not bid.

Exhibit B - (continued)Exhibit B - (continued)

For the anti-collusion rule, “applicant” For the anti-collusion rule, “applicant” includes controlling interests, ownership includes controlling interests, ownership interests, and officers and directors.interests, and officers and directors.

Applicants must identify all parties with Applicants must identify all parties with whom they have entered into whom they have entered into agreements of any kind relating to the agreements of any kind relating to the licenses being auctioned, including post-licenses being auctioned, including post-auction market structure (Section auction market structure (Section 1.2105(a)(2)(viii)).1.2105(a)(2)(viii)).

Exhibit B - (continued)Exhibit B - (continued) The rule prohibits an auction applicant from The rule prohibits an auction applicant from

discussing a competing applicant’s bids or bidding discussing a competing applicant’s bids or bidding strategies even if the first applicant does not strategies even if the first applicant does not discuss its own bids or bidding strategies.discuss its own bids or bidding strategies.

The rule requires auction applicants that make or The rule requires auction applicants that make or receive a prohibited communication of bids or receive a prohibited communication of bids or bidding strategies to report the communication bidding strategies to report the communication immediately to the Commission in writing.immediately to the Commission in writing.

Attachment F of the Procedures Public Notice lists Attachment F of the Procedures Public Notice lists Commission and Bureau documents addressing Commission and Bureau documents addressing application of the anti-collusion rule.application of the anti-collusion rule.

Auctions Website has an anti-collusion page with Auctions Website has an anti-collusion page with links to many of the same documents. See links to many of the same documents. See http://wireless.fcc.gov/auctions/anticollussionhttp://wireless.fcc.gov/auctions/anticollussion

Exhibit C - Bidding Credit Exhibit C - Bidding Credit EligibilityEligibility

Small and very small businesses can obtain a Small and very small businesses can obtain a bidding credit (a payment discount) on licenses bidding credit (a payment discount) on licenses won in Auction No. 59. To qualify, the applicant, won in Auction No. 59. To qualify, the applicant, together with its affiliates, its controlling together with its affiliates, its controlling interests, and the affiliates of its controlling interests, and the affiliates of its controlling interests, must have had average gross revenues interests, must have had average gross revenues for the preceding 3 years that meet the following for the preceding 3 years that meet the following limits:limits:

Small Businesses – Small Businesses – attributed average gross attributed average gross revenues of not more than $15 million – revenues of not more than $15 million – receive a 25 percent bidding credit.receive a 25 percent bidding credit.

Very Small Businesses – Very Small Businesses – attributed average attributed average gross revenues of not more than $3 million – gross revenues of not more than $3 million – receive a 35 percent bidding credit.receive a 35 percent bidding credit.

Exhibit C (continued)Exhibit C (continued)

The controlling interest standard The controlling interest standard determines which interests must be determines which interests must be attributed to the applicant.attributed to the applicant.

In some cases, a rural telephone In some cases, a rural telephone cooperative applicant may exclude cooperative applicant may exclude the gross revenues of the affiliates of the gross revenues of the affiliates of its officers and directors.its officers and directors.

Exhibit D - Prior Exhibit D - Prior DefaultersDefaulters

A statement is required indicating whether A statement is required indicating whether the applicant has ever been in default on the applicant has ever been in default on any FCC license or has ever been delinquent any FCC license or has ever been delinquent on any non-tax debt owed to any Federal on any non-tax debt owed to any Federal agency.agency.

For the statement, “applicant” includes For the statement, “applicant” includes applicant’s affiliates, controlling interests, applicant’s affiliates, controlling interests, and affiliates of the controlling interests.and affiliates of the controlling interests.

Statement made under penalty of perjury.Statement made under penalty of perjury.

Red Light RuleRed Light Rule The Commission has implemented the use of The Commission has implemented the use of

its Red Light Display System (RDL) to its Red Light Display System (RDL) to indicate those entities that currently have indicate those entities that currently have outstanding debts owed to the Commission.outstanding debts owed to the Commission.

Auction applicants must comply with section Auction applicants must comply with section 1.2105 of the Commission’s rules by 1.2105 of the Commission’s rules by certifying that they are not in default or certifying that they are not in default or delinquent on non-tax debt. Alternatively, an delinquent on non-tax debt. Alternatively, an applicant may seek a rule waiver.applicant may seek a rule waiver.

A recent Public Notice, DA 04-3491, 19 FCC A recent Public Notice, DA 04-3491, 19 FCC Rcd 21920 (2004) describes the relationship Rcd 21920 (2004) describes the relationship between the Red Light Display System and between the Red Light Display System and short-form applications. Applicants must short-form applications. Applicants must comply with Section 1.2105's requirements comply with Section 1.2105's requirements or their applications will be rejected.or their applications will be rejected.

Additional ExhibitsAdditional Exhibits

Exhibit E, “Information Requested on Exhibit E, “Information Requested on Designated Entities”Designated Entities”

Applicants may choose to attach an exhibit Applicants may choose to attach an exhibit regarding designated entity status.regarding designated entity status.

Exhibit F, “Miscellaneous Exhibit F, “Miscellaneous Information”Information”

Provide any additional information on this Provide any additional information on this exhibit.exhibit.

If waiver requests are filed, applicants should If waiver requests are filed, applicants should provide as much information as possible.provide as much information as possible.

Some Last Key Points Some Last Key Points

Remember that applications will be available to Remember that applications will be available to the the public after release of the status public notice.public after release of the status public notice. Therefore, do not list any taxpayer identification Therefore, do not list any taxpayer identification

numbers (TINs) or social security numbers on the FCC numbers (TINs) or social security numbers on the FCC Form 175.Form 175.

Carefully read all the FCC Form 175 certificationsCarefully read all the FCC Form 175 certifications Submission of the FCC Form 175 is a representation that Submission of the FCC Form 175 is a representation that

its contents are true and correct.its contents are true and correct. You must certify that you are legally, technically, You must certify that you are legally, technically,

financially and otherwise qualified to participate in the financially and otherwise qualified to participate in the auction.auction.

Submission of a false certification may result in Submission of a false certification may result in penalties.penalties.

Finally. . .Finally. . .

An electronic copy of any filings that are An electronic copy of any filings that are

submitted to the Commission related tosubmitted to the Commission related to

Auction No. 59, including filings made Auction No. 59, including filings made with with

the Commission’s Office of the Secretary, the Commission’s Office of the Secretary,

should also be submitted by electronic should also be submitted by electronic mail mail

to the following address:to the following address:

auction59@fcc.govauction59@fcc.gov