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Federal Register / Vol. 86, No. 118 / Wednesday, June 23, 2021 / Rules and Regulations
filing deadline, an auction applicant enters into any agreement relating to the licenses being auctioned, then it is subject to these same disclosure obligations. Each applicant must maintain the accuracy and completeness of the information in its pending auction application.
26. For purposes of making the required agreement disclosures on the FCC Form 175, if parties agree in principle on all material terms prior to the application filing deadline, then each party to the agreement that is submitting an auction application must provide a brief description of, and identify the other party or parties to, the agreement on its respective FCC Form 175, even if the agreement has not been reduced to writing. Parties that have not agreed in principle by the FCC Form 175 filing deadline should not describe, or include the names of parties to, the discussions on their applications.
27. The Commissions rules generally prohibit joint bidding and other arrangements involving auction applicants including any party that controls or is controlled by such applicants. For purposes of the prohibition, a joint bidding arrangement includes any arrangement relating to the licenses being auctioned that addresses or communicates, directly or indirectly, bidding at the auction, bidding strategies, including arrangements regarding price or the specific licenses on which to bid, and any such arrangement relating to the post-auction market structure.
28. This prohibition applies to joint bidding arrangements involving two or more nationwide providers, as well as joint bidding arrangements involving a nationwide provider and one or more non-nationwide providers, where at least one party to the arrangement is an applicant for the auction. In the Updating Part 1 Report and Order, 80
FR 56763, Sep. 18, 2015, the Commission stated that entities that qualify as nationwide providers generally would be identified in procedures public notices released before each auction. To that end, and consistent with the Commissions decisions in recent spectrum auctions, the Commission considers AT&T, TMobile, and Verizon to be nationwide providers for the purpose of implementing the competitive bidding rules in Auction 110.
29. Under certain circumstances, a non-nationwide provider may enter into an agreement to form a consortium or a joint venture as applicable that results in a single party applying to participate in an auction. Specifically, a designated entity DE can participate in one
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consortium or joint venture in an auction, and non-nationwide providers that are not designated entities may participate in an auction through only one joint venture. While two or more non-nationwide providers may participate in an auction through a joint venture, a nationwide and a nonnationwide provider may not do so. A
non-nationwide provider may enter into only one agreement to form a consortium or joint venture as applicable, and such consortium or joint venture shall be the exclusive bidding vehicle for its members in the auction. The general prohibition on joint bidding arrangements excludes certain agreements, including those that are solely operational in nature, as defined in section 1.2105a2ixA
C of the Commissions rules.
30. To implement the prohibition on joint bidding arrangements, the Commissions rules require each applicant to certify in its short-form application that it has disclosed any arrangements or understandings of any kind relating to the licenses being auctioned to which it or any party that controls or is controlled by it is a party.
The applicant must also certify that it or any party that controls or is controlled by it has not entered and will not enter into any arrangement or understanding of any kind relating directly or indirectly to bidding at auction with, among others, any other applicant or a nationwide provider.
31. Although the Commissions rules do not prohibit auction applicants from communicating about matters that are within the scope of an excepted agreement that has been disclosed in an FCC Form 175, the Commission reminds applicants that certain discussions or exchanges could nonetheless touch upon impermissible subject matters, and that compliance with the Commissions rules will not insulate a party from enforcement of the antitrust laws.
32. Applicants should bear in mind that a winning bidder will be required to disclose in its FCC Form 601 postauction application the specific terms, conditions, and parties involved in any agreement relating to the licenses being auctioned into which it had entered prior to the time bidding was completed. This applies to any bidding consortium, joint venture, partnership, or other agreement, arrangement, or understanding of any kind entered into relating to the competitive bidding process, including any agreements relating to the licenses being auctioned that address or communicate directly or indirectly bids including specific prices, bidding strategies including the specific licenses on which to bid or not
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to bid, or the post-auction market structure, to which the applicant, or any party that controls or is controlled by the applicant, is a party.
D. Ownership Disclosure Requirements 33. Each applicant must comply with the applicable part 1 ownership disclosure requirements and provide information required by sections 1.2105
and 1.2112, and, where applicable, section 1.2110, of the Commissions rules. Specifically, in completing FCC
Form 175, an applicant must fully disclose information regarding the real partyor parties-in-interest in the applicant or application and the ownership structure of the applicant, including both direct and indirect ownership interests of 10% or more, as prescribed in sections 1.2105 and 1.2112 and, where applicable, section 1.2110 of the Commissions rules. Each applicant is responsible for ensuring that information submitted in its shortform application is complete and accurate.
34. In certain circumstances, an applicant may have previously filed an FCC Form 602 ownership disclosure information report or filed an auction application for a previous auction in which ownership information was disclosed. The most current ownership information contained in any FCC Form 602 or previous auction application on file with the Commission that used the same FCC Registration Number FRN
the applicant is using to submit its FCC
Form 175 will automatically be prefilled into certain ownership sections on the applicants FCC Form 175, if such information is in an electronic format compatible with FCC Form 175.
Applicants are encouraged to submit an FCC Form 602 ownership report or update any ownership information on file with the Commission in an FCC
Form 602 ownership report prior to starting a short-form application for Auction 110 to ensure that their most recent ownership information is prefilled into their short-form application.
Each applicant must carefully review any ownership information automatically entered into its FCC Form 175, including any ownership attachments, to confirm that all information supplied on FCC Form 175
is complete and accurate as of the application filing deadline. Any information that needs to be corrected or updated must be changed directly in FCC Form 175.
E. Foreign Ownership Disclosure Requirements 35. Section 310 of the Communications Act requires the
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