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FCC Form 603 Exhibit A

DESCRIPTION OF THE TRANSACTION AND PUBLIC INTEREST STATEMENT

Sprint , through its WirelessCo, L.P. and SprintCom Inc. (collectively “Sprint”), and Unlimited, Inc., through its subsidiaries CSM Cleveland License Sub, LLC; Cleveland Unlimited License Sub, LLC; CSM Columbus (OH) License Sub, LLC; CSM License Sub, LLC; CSM Canton License Sub, LLC; CSM Youngstown License Sub, LLC; Cleveland Unlimited, Inc.; CSM Columbus (IN) License Sub, LLC; and CSM New Castle License Sub, LLC (collectively “CUI”), respectfully request consent of the Federal Communications Commission (“FCC” or “Commission”) to the assignment of twelve Basic Trading Area (“BTA”) Personal Communications Service (“PCS”) licenses from CUI to Sprint. The licenses cover parts of Ohio and Indiana, as well as one county in Pennsylvania.

For the reasons set forth below, Sprint and CUI submit that Commission approval of the proposed transaction is consistent with the public interest, convenience and necessity.

Description of the Applicants

Sprint. Sprint is a publicly traded Delaware corporation headquartered in Overland Park, . SoftBank Corp. (“SoftBank”) owns approximately 80% of Sprint.1 SoftBank is a publicly traded organized and existing under the laws of Japan and is listed on the Tokyo Stock Exchange. Additional information regarding Sprint’s ownership is provided in its current FCC Form 602 Ownership Report, which is on file with the Commission.

SoftBank’s interest in Sprint and its qualifications as a foreign corporation to hold indirect ownership interest in common carrier licenses have been recently authorized by the Commission. 2 Further, pursuant to the review by the relevant Executive Branch agencies and the Committee on Foreign Investment in the United States, and the National Security Agreement entered into by Sprint with the Department of Defense, the Department of Homeland Security, and the Department of Justice, the Commission found in the SoftBank Order that there were no public interest harms due to national security, law enforcement, foreign policy or trade concerns,

1 is a 78.33% owned of Starburst I, Inc. Starburst I, Inc. is a 100% wholly owned subsidiary of SoftBank Corp. (“SoftBank”). Galaxy Investment Holdings, Inc., also a 100% wholly owned subsidiary of SoftBank, owns 1.90% of Sprint Corporation. In total SoftBank owns 80.23% of Sprint Corporation.

2 See, In the Matter of Applications of SOFTBANK CORP., Starburst II, Inc., Sprint Nextel Corporation, and Corporation, For Consent to Transfer of Control of Licenses and Authorizations, Memorandum Opinion and Order, Declaratory Ruling, and Order on Reconsideration, IB Docket No. 12-343, FCC 13-92 at ¶¶ 103-124 (rel. July 5, 2013) (“SoftBank Order”).

1 FCC Form 603 Exhibit A with the indirect foreign ownership of the Sprint licensee subsidiaries, including WirelessCo, L.P. and SprintCom Inc.3 Accordingly, the Commission should find that no new foreign ownership issues are raised by this filing and extend the previous authorization to the licenses being assigned pursuant to these applications.

Through its subsidiaries, Sprint offers a wide range of and wireline services to consumers, businesses, government subscribers, and resellers throughout the nation. Sprint provides wireless and wireline voice and data services in all 50 states, and the U.S. Virgin Islands. As of June 30, 2013, Sprint served over 53 million customers, providing competitive broadband and communications services that have made Sprint one of the nation’s leading mobile broadband providers.4 Sprint is in the midst of a nationwide network upgrade, deploying a new network and LTE network on the nation’s first converged multimodal mobile network (Network Vision).5 Sprint has consistently led the wireless market in the introduction of new wireless services, new devices, and innovative, efficient technologies. . CUI. CUI is a privately held company with headquarters in Independence, Ohio. CUI currently offers voice and data wireless services, among other places, in and around the Cleveland and Columbus, Ohio, and Indianapolis, Indiana metropolitan areas under the brand name . A current FCC Form 602 Ownership Report is on file with the Commission. Description of the Transaction The proposed transaction involves the assignment of CUI’s twelve BTA 1.9 GHz PCS licenses to Sprint, covering 56 counties in Ohio, Indiana and Pennsylvania. CUI’s current customers are not part of the business transaction and will not be transitioned to Sprint. Unless CUI is otherwise able to transition all of its customers to another carrier, CUI plans to provide 30 days’ notice to all non-transitioned customers in advance of any termination of service. The following table lists the license assignments Sprint seeks to acquire from CUI.

3 Id. at ¶¶ 125-131.

4 Sprint Nextel Corp., Quarterly Report (Form 10-Q), at A-35 (Aug. 5, 2013).

5 Network Vision is a multi-year, nationwide, network infrastructure upgrade using multi- modal base station architecture to consolidate and optimize Sprint’s use of its 800 MHz, 1.9 GHz and 2.5 GHz spectrum holdings to achieve improved voice quality, better coverage and faster data performance throughout its network. Network Vision also makes it possible for Sprint to make use of additional spectrum using the key elements of its network, enabling faster builds and deployment efficiencies.

2 FCC Form 603 Exhibit A

Licensee Call Sign BTA Block Frequencies (MHz) Exp. Date CSM Cleveland License BTA084 Cleveland- 1901.8-1905/1981.8-1985 8/4/2015 WQDX564 C Sub, LLC Akron, OH Cleveland Unlimited BTA084 Cleveland- 1890-1895/1970-1975 6/27/2017 KNLH246 F License Sub, LLC Akron, OH CSM Columbus (OH) BTA095 Columbus, 1990-1905/1980-1985 8/4/2015 WQDE350 C License Sub, LLC OH CSM Indianapolis License BTA204 Indianapolis, 1900-1905/1980-1985 8/4/2015 WQDE351 C Sub, LLC IN Cleveland Unlimited KNFL528 BTA444 Toledo, OH 1902.5-1910/1982.5-1990 11/4/2016 License Sub, LLC C CSM Canton License Sub, BTA065 Canton-New 1885-1890/1965-1970 4/28/2017 KNLG793 E LLC Philadelphia, OH CSM Youngstown License BTA484 Youngstown 1885-1890/1965-1970 4/28/2017 KNLG839 E Sub, LLC Warren, OH BTA015 Anderson, IN 1902.5-1910/1982.5-1990 9/29/2019 Cleveland Unlimited, Inc. WPOK609 C BTA309 Muncie, IN 1905-1910/1985-1990 9/29/2019 Cleveland Unlimited, Inc. WPOK648 C CSM Columbus (IN) BTA093 Columbus, IN 1905-1910/1985-1990 8/4/2015 WQDE349 C License Sub, LLC Cleveland Unlimited BTA403 Sandusky, OH 1902.5-1910/1982.5-1990 11/4/2016 KNLF523 C License Sub, LLC CSM New Castle License BTA317 New Castle, 1902.5-1910/1982.5-1990 8/4/2015 WQDE352 C Sub, LLC PA

Standard of Review. The Commission’s review of the proposed transaction is governed by Section 310(d) of the Communications Act of 1934, as amended. Pursuant to Section 310(d), the Commission will grant a proposed transfer of control or assignment of license upon finding that the Applicants have demonstrated by a preponderance of the evidence that the transaction serves the public interest, convenience, and necessity. On numerous previous occasions, the Commission has determined that transfer and assignment applications that demonstrate on their face that a transaction will promote the public interest and will neither violate the Act or Commission rules, nor frustrate or undermine policies and enforcement of the Act, do not require extensive review or expenditures of scarce Commission resources.6 When an application poses no risk of anti-anticompetitive effects the Commission has emphasized that no detailed showing

6 See Sprint Nextel Corporation and Clearwire Corporation, 23 FCC Rcd 17570, 17578-9 ¶ 19 (2008) (“Sprint Nextel-Clearwire Order”); Applications of Tele-Communications, Inc. and AT&T Corp, 14 FCC Rcd 3160, 3170 ¶ 16 (1999); Applications of Ameritech Corp. and SBC Communications Inc., Memorandum Opinion and Order, 14 FCC Rcd 14712, 14740-41 ¶ 54 (1999).

3 FCC Form 603 Exhibit A of benefits is required.7 If the transaction will not reduce competition and the transferee possesses the requisite qualification to hold the licenses in question, “[a] demonstration that benefits will arise from the transfer is not…a prerequisite to our approval, provided that no foreseeable adverse consequences will result from the transfer.”8

The instant applications meet the standard for limited review. As a threshold matter, the proposed transaction does not violate any statute or rule, and the Commission has previously determined (on numerous occasions) that both Sprint and CUI are qualified to hold wireless communications licenses. The subject licenses were all initially licensed more than five years ago and none are subject to installment payments.

As demonstrated below, the transaction will produce public interest benefits by improving Sprint’s CDMA network and thereby improving the consumer experience and enabling Sprint to expand and accelerate its deployment of innovative new services. The transaction does not trigger the Commission’s spectrum screen in any county. In light of the demonstrable public interest benefits arising from the proposed transaction and the absence of competitive harm, the instant applications meet the Commission’s applicable standard for limited review and should be granted expeditiously.

Public Interest Statement

The proposed transaction will advance the public interest by helping to meet the growing demand for commercial wireless services. Throughout its nationwide 3G/4G network, Sprint is facing growing demand for wireless services, particularly for broadband data services. Several trends are fueling this rapid growth in data traffic. Consumers not only are migrating to smartphones and other bandwidth-hungry devices, but often are using several such devices to ensure ubiquitous to the Internet. Today’s mobile broadband users are spending more time connected to the Internet and are using data services for an ever-expanding array of purposes, whether to conduct business on the go, reach out to friends on social networking sites, or relax by playing games or watching movies.

By acquiring CUI’s 1.9 GHz spectrum in the Cleveland, Columbus, and Indianapolis metropolitan areas, Sprint will have increased spectrum capacity to meet customer demands and have room for continued growth. As a result of this added spectrum capacity, Sprint’s customers will realize performance improvements in the form of faster downloads, more seamless real-time video, fewer dropped calls and more ubiquitous service.

7 Applications of Southern Telecomm. Corp. and SBC Communications Inc., 13 FCC Rcd 21292, 21315 ¶ 45 (1998).

8 Applications of Pacific Telesis Group and SBC Communications Inc., 12 FCC Rcd 2624, 2626-27 ¶ 2 (1997); see also Applications of Cellular Holdings, Inc. and SBC Communications, Inc., 14 FCC Rcd 10604, 10608-09 ¶ 10 (WTB 1999).

4 FCC Form 603 Exhibit A Former Chairman Genachowski spoke of the Commission’s continuing aim to facilitate “efficiency-enhancing deals” and promote competition.9 The proposed transaction exemplifies the type of efficiency and competition-enhancing spectrum assignments the Chairman highlighted, and represents a market response to competitive pressures as envisioned by the Commission’s secondary market rules. The Commission designed its secondary markets rules precisely to facilitate business flexibility and efficiency-enhancement of this kind, allowing licensees that consider deployment or continued use of spectrum too costly or inconsistent with their business or operational plans the ability to assign those spectrum authorizations to licensees that can put the spectrum to better and more intensive use.10 By promoting flexible assignments of spectrum to its highest-valued use, the proposed transaction will facilitate spectral and economic efficiency that promote broadband deployment and vigorous facilities- based competition.

9 Prepared Remarks of Chairman , “Winning the Global Bandwidth Race: Opportunities and Challenges for Mobile Broadband,” at the University of Pennsylvania – Wharton, October 4, 2012. Chairman Genachowski’s focus on facilitating “efficiency-enhancing deals” builds on the Commission’s secondary markets policies which enable efficient and productive transfers of spectrum. See, e.g., Principles for Promoting the Efficient Use of Spectrum by Encouraging the Development of Secondary Markets, Policy Statement, 15 FCC Rcd 24178 (2000); Federal Communication Commission, Connecting America: The National Broadband Plan at 83 (2010)(“Secondary markets provide a way for some network providers to obtain access to needed spectrum for broadband deployment…The goal of the FCC’s current secondary market policies is to eliminate regulatory barriers that might hinder access to, and permit more efficient use of, valuable spectrum resources.”).

10 Principles for Promoting the Efficient Use of Spectrum by Encouraging the Development of Secondary Markets, Policy Statement, 15 FCC Rcd 24178, 24182 (2000)(“In general, we expect that this flexibility and the economic need to make the most effective use of investments will lead wireless licensees to maximize the use of their spectrum consistent with their particular business and operation plans…For example, a licensee’s business plan, even considering future growth, may not encompass some portion of its assigned frequencies or geographic service area.”); Bringing Broadband to Rural America: Report On A Rural Broadband Strategy, 24 FCC Rcd 12791, 12859 ¶ 146 (2009)((“[T]he Commission has provided wireless licensees with the flexibility to deploy the technologies and services that best fit their business plan and meet the needs of consumers. The Commission’s rules permit licensees to transfer their licenses, or partition or disaggregate their licenses, in the secondary market with Commission approval.”); Promoting Efficient Use of Spectrum through Elimination of Barriers to the Development of Secondary Markets, 18 FCC Rcd 20604, 20615 (2003)(“Among other things, the Commission was concerned that existing licensees were not fully utilizing the entire spectrum assigned to them. As a result, a substantial amount of spectrum is unnecessarily lying fallow, especially in rural areas, while at the same time there is a substantial unmet demand for various applications in areas facing spectrum constraints.”). 5 FCC Form 603 Exhibit A In weighing the public interest benefits of a transaction against any putative competitive harms, the Commission considers the transaction’s effect on future competition.11 The proposed transaction will not have an adverse effect on competition in the affected areas. At the national level, the proposed transaction poses no competitive harms because it does not eliminate a national competitor. CUI, as a “regional provider,” is not a participant in the national wireless market, so an analysis of the transaction’s effects on nationwide competition would show no harmful effects. Rather, the transaction should have positive effects on national competition because customers expect seamless and consistent services from national carriers no matter where they travel. CUI’s proposed assignment of twelve PCS licenses does not raise competitive concerns at the local level. First, the transaction does not trigger the need for competitive review under the Commission’s spectrum screen.12 In all affected counties, the spectrum screen threshold is at 151 MHz and Sprint’s post-transaction spectrum holdings will be well below this threshold.13

11 See, e.g., Sprint Nextel-Clearwire Order ¶ 22; Applications of AT&T Wireless Services, Inc. and Cingular Wireless Corporation for Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 19 FCC Rcd 21522, ¶ 42 (2004)(AT&T- Cingular Order); Application of GTE Corp., Transferor, and Bell Atlantic Corp., Transferee, for Consent to Transfer Control of Domestic and Int’l Sections 214 and 310 Authorizations and Application to Transfer Control of a Submarine Cable Landing License, Memorandum Opinion and Order, 15 FCC Rcd 14032, ¶ 23 (2000); Applications for Consent to the Transfer of Control of Licenses from Comcast Corporation and AT&T Corp., Transferors, to AT&T Comcast Corp., Transferee, Memorandum Opinion and Order, 17 FCC Rcd 23246, ¶ 28 (2002).

12 Under the Commission’s spectrum screen, the Commission examines the amount of spectrum considered suitable and available for the provision of mobile telephony and broadband services at the local level. See Applications of Cellco Partnership d/b/a 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, Memorandum Opinion and Order and Declaratory Ruling, 23 FCC Rcd 17444, 17468- 17469 ¶ 41 (2008) (Verizon- Order); Sprint Nextel-Clearwire Order, 23 FCC Rcd at 17591-92 ¶ 53 (2008). For markets in which only cellular, PCS, SMR, WCS and 700 MHz spectrum is available, and neither AWS-1 nor BRS spectrum is available, the Commission applies a 102 megahertz spectrum screen. For markets in which AWS-1 is available but BRS is not available, the Commission applies a spectrum screen of 132 megahertz. For markets in which BRS is available but AWS-1 is not available, the Commission applies a spectrum screen of 121 megahertz. Finally, for markets in which both AWS-1 and BRS spectrum is available, the applicable screen is 151 megahertz -- as is the case here. See Applications of A T&T Mobility Spectrum LLC New Cingular WirelessPSC,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 at 16471 ¶ 33 n. 94.

13 See Exhibit B (Sprint CMRS Spectrum Holdings in Transaction Markets).

6 FCC Form 603 Exhibit A In this transaction Sprint seeks to acquire 56 counties in 24 CMAs.14 The Commission, however, typically finds that no local competitive harm will result if four built-out competitors will remain post-transaction.15 Post-transaction there will be at least four facilities-based competitors16 and therefore the Commission should conclude that market concentration is not an issue in those markets.

Conclusion

For the reasons described herein, the proposed transaction satisfies all applicable Commission statutes and rules and will substantially serve the public interest. Accordingly, Sprint and CUI request that the Commission grant the associated assignment applications expeditiously.

14 CMAs are the geographic areas traditionally used by the Commission in undertaking competitive analysis of spectrum transactions. 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, Memorandum Opinion and Order and Declaratory Ruling, 27 FCC Rcd 10698, 10718 ¶ 56 (2012)(“Consistent with past transactions, we will primarily use CMAs as the local geographic markets in which we analyze potential competitive harms arising from spectrum aggregation as a result of these transactions.”); Application of AT&T Inc. and Incorporated for Consent to Assign Licenses and Authorizations, Order, 26 FCC Rcd 17589, 17604 ¶ 34 (2011)(“The Commission in [its wireless transaction orders] has primarily used CMAs as the local geographic areas in which to analyze the potential harms arising from the spectrum concentration as a result of the transaction. Consistent with these other transactions, we will primarily use CMAs when applying the initial spectrum screen to identify those markets in which spectrum concentration clearly raises potential concerns and therefore require further case-by-case review.”)

15 Sprint Nextel Merger Order ¶ 119.

16 See Exhibit C (Status of CMRS Competition in Transaction Markets). 7