The Ad Hoc Public Interest Spectrum Coalition (PISC) respectfully submits this Petition to Dismiss or Deny the above-captioned applications. The applicants have failed to meet their burden of demonstrating how the applications, as filed, serve the public interest. To the contrary, the proposed merger is particularly problematic for consumers as competition amongst facilities-based wireless service providers in many geographic markets is expected to diminish, the availability of services to roamers will be adversely affected, and the post-merger increase in monopsony purchasing power will undermine consumer options in the handset marketplace as well as the open device conditions the Commission adopted as part of the "700 MHz auction." See In re Service Rules for the 698-746, 747- 762 and 777-792 MHz Bands, Second Report & Order, 22 FCC Rcd 15289 (2007).

Applicants' Competitive Analysis is Inadequate and Unpersuasive.

In separate recent Orders, the Commission has already rejected the efforts of the applicants (including Verizon Wireless) to adopt a nationwide geographic market definition or broaden the scope of the spectrum input market. Even if the Commission were to adopt a nationwide geographic market definition, the proposed merger should be rejected on competition grounds alone because of the recent dramatic trend toward oligopoly in the wireless market. According to the Department of Justice's merger guidelines, an increase in concentration of more than 50 points in the Herfindahl-Hirschmann Index (HHI) is likely to result in increased anticompetitive effects. Here, the proposed combination will result in an increase of approximately 262 pointsmore than five times the merger thresholdin an industry that is already "highly concentrated" according to DOJ guidelines. Furthermore, the Applicants have provided no evidence in support of the assertion that there is "robust" iii and "well-documented" wireless competition in the affected geographic markets, and the proposed divesture of some of the markets where Applicants have overlapping spectrum among is insufficient to ensure there is no loss of competition in any of the affected markets.

Verizon Wireless Must Further Clarify Its Roaming Policies.

The nonbinding "commitments" proffered by Verizon Wireless regarding roaming arrangements with regional and small wireless providers are ambiguous and perhaps positively unhelpful, specifically on the issues of in-market or home roaming, as well as the possible renewal of existing Alltel roaming agreements beyond the end of their current terms. The Commission should thoroughly review the "specific commitments" made by Verizon Wireless and consider the adoption of merger-specific conditions to ensure that Verizon Wireless does not cut the legs off of rural wireless companies who need strong roaming commitments to ensure their continued survival.

Fewer Handset Choices for Subscribers across the Entire Wireless Industry.

While the applicants assert that Alltel subscribers will enjoy access to a broader selection of handsets and other devices as a result of the merger, the market for handsets is national in scope. The increased market power Verizon will enjoy post-merger will significantly increase its monopsony purchasing power in the handset marketplace, with fewer buyers for phone manufacturers and increased ability for Verizon to dictate "take it or leave it" terms to potential vendors. PISC urges the Commission to give serious consideration to the handset exclusivity petition filed by the Rural Cellular Association (RCA) and give little, if any weight, to the Applicants' claimed benefit of increased handset availability iv when such increases are, in fact, attributable to anticompetitive and anti-consumer exclusivity arrangements.

The Commission Must Take More Aggressive Steps to Address Application and Equipment Competition.

The Applicants have explicitly cited the expansion of their EVDO technology and the extension of their Open Development Initiative (ODI) to Alltel's customers as justifications for the grant of the applications. To ensure such goodfaith representations are not subsequently delayed or abandoned in the face of increased cost, the Commission must mandate the extension of ODI, require that wireless broadband be made available throughout the Alltel footprint within a reasonable time, and ensure that the upgrade of Alltel rural systems to LTE proceeds in parallel with LTE deployment in the more densely populated Verizon and Alltel areas. Finally, the Commission should clarify that the Internet Policy Statement applies to wireless networks as well as wireline networks; that Verizon may not block or degrade content or applications running over its wireless broadband networks; and that parties may bring complaints in the event a wireless carrier does so.

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