Application of Starlink Spectrum Holdings, LLC, Tristar License Group, LLC, and TLG Unpaired Holdings, LLC For Consent to Transfer Control of Licenses

	Federal Communications Commission	DA 26-1129
Before the
FEDERAL COMMUNICATIONS COMMISSION
WASHINGTON, D.C. 20554

In the Matter of

Application of Starlink Spectrum Holdings, LLC, Tristar License Group, LLC, and TLG Unpaired Holdings, LLC For Consent to Transfer Control of Licenses
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WT Docket No. 26-187

MEMORANDUM OPINION AND ORDER

Adopted:  October 21, 2026	Released:  October 21, 2026

By the Chief, Wireless Telecommunications Bureau 

I. INTRODUCTION
1. In this Memorandum Opinion and Order, we build on our prior actions and continue to foster spectrum-based connectivity for Americans by allowing SpaceX to utilize otherwise unused spectrum to further expand its direct-to-device (D2D) network, bringing additional transformational service benefits to the American people. D2D service is connectivity provided directly to a smartphone or device from next-generation satellites and is expected to provide transformational benefits, including ubiquitous connectivity and enhanced competition.  See, e.g., See Applications of Spectrum Business Trust 2025-1, Space Exploration Technologies Corp., and EchoStar Corporation for Consent to Assign Spectrum and Earth Station Licenses, GN Docket No. 25-302, Memorandum Opinion and Order, DA 26-471, at 2, paras. 2–3 (WTB/SB May 12, 2026) (SpaceX-EchoStar Order). 
  We grant the application to transfer control of three AWS-3 licenses held by licensee TLG Unpaired Holdings, LLC (TLG), a wholly-owned subsidiary of Tristar License Group, LLC (Tristar Parent, collectively with TLG, Tristar), from Tristar to Starlink Spectrum Holdings, LLC (Starlink) (collectively, the Applicants), a wholly-owned subsidiary of Space Exploration Technologies Corp. (SpaceX) for use in SpaceX’s next generation direct-to-device (D2D) network. Application of Tristar License Group, LLC and Starlink Spectrum Holdings, LLC for Consent to Transfer Control of Licenses, WT Docket No. 26-187, ULS File No. 0012060998 (filed June 11, 2026), amended July 13, 2026 (Application).  In addition to the application for transfer of control, the Applicants have filed license renewal applications and buildout extension requests for each of the three licenses.  Application of TLG Unpaired Holdings for Renewal, ULS File No. 0012077085 (filed June 11, 2026), amended July 13, 2026; Application of TLG Unpaired Holdings for Renewal, ULS File No. 0012077080 (filed June 11, 2026), amended July 13, 2026; Application of TLG Unpaired Holdings for Renewal, ULS File No. 0012077004 (filed June 11, 2026), amended July 13, 2026; Application of TLG Unpaired Holdings for Extension of Time, ULS File No. 0012076978 (filed June 11, 2026), amended July 13, 2026; Application of TLG Unpaired Holdings for Extension of Time, ULS File No. 0012076979 (filed June 11, 2026), amended July 13, 2026; Application of TLG Unpaired Holdings for Extension of Time, ULS File No. 0012076980 (filed June 11, 2026), amended July 13, 2026.  The Applicants have requested we treat the Application as the lead application for the other filings.  Application, Amended Exh. 1, Description of Transaction, Public Interest Statement, and Requests for Renewal, Extension, and Waiver at 1 & n.2 (filed July 12, 2026) (Amended Public Interest Statement).  We note that though the licenses were set to expire on July 5, 2026, they continue in effect pursuant to section 1.62(a) of our rules and the Applicants’ timely filed renewal applications.  47 CFR § 1.62(a). 
  
2. Tristar contends that it has not constructed the licenses at issue and cannot meet the’ renewal standard due to circumstances beyond its control. Amended Public Interest Statement at 4.  
  Instead, it seeks to assign them to SpaceX who stands willing and able to put the licenses to good use.  Our rules ordinarily foreclose a renewal expectancy for unbuilt licenses.  Instead, the licenses would revert to FCC inventory for reauction at some indeterminate, future date.  The Commission stands ready to enforce such remedies when the public interest so requires.  In these unique circumstances, however, we grant the Applicants’ requests. Amended Public Interest Statement at 6–11.  As explained below, because we grant the Applicants’ buildout waivers, we dismiss as moot the Applicants’ pre-consummation extension requests. 
  As we previously held in the SpaceX-EchoStar Order, consumers benefit from secondary-market transactions that maximize the productive use of previously fallow spectrum, especially when paired with rigorous, enforceable buildout conditions that apply prospectively. See SpaceX-EchoStar Order at 24–26, para. 57; Amended Public Interest Statement at 11.
  Moreover, the licenses at issue will help enable SpaceX to assemble a geographically contiguous footprint of AWS-3 spectrum for 5G, direct-to-device, or a hybrid of both.  Based on our analysis, and the rigorous buildout conditions we impose, we find that granting this Application and certain of the accompanying waiver and extension requests serves the public interest, convenience, and necessity. 
II. BACKGROUND
3. On June 11, 2026, the Applicants filed an application pursuant to section 310(d) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(d).  
 seeking the Commission’s consent to transfer control of three unpaired AWS-3 licenses from Tristar to Starlink. See Application, Exh. 1, Description of Transaction, Public Interest Statement, and Waiver Requests (filed June 11, 2026).  Starlink is a wholly owned subsidiary of SpaceX, a publicly-held Texas corporation that operates two primary businesses: a space launch business and a global satellite-based broadband service.  Amended Public Interest Statement at 2.  Tristar Parent and its wholly-owned subsidiary TLG are both Mississippi limited liability companies.  Amended Public Interest Statement at 1–2; TLG Unpaired Holdings, LLC, FCC Form 602, File No. 0012110365 Attach. 1, Indirect Ownership, Indirect Ownership Exhibit (filed July 12, 2026).  Amended Public Interest Statement at 1, 4–5, 7.  The Applicants state that Tristar planned to construct and use the licenses at issue in connection with EchoStar’s 5G network to provide terrestrial wireless service.  Amended Public Interest Statement at 7.  Applicants further state that this plan became untenable following EchoStar’s assignment of all of its unpaired AWS-3 and other spectrum licenses to SpaceX.  Amended Public Interest Statement at 7; see generally SpaceX-EchoStar Order.
  Under the terms of a membership interest purchase agreement between the Applicants and SpaceX, Starlink will acquire all of the outstanding membership interests in TLG, which is the licensee of three unpaired AWS-3 licenses (1695–1710 MHz) covering three Economic Areas (BEAs), which encompass 62 counties (in all or parts of 28 Cellular Market Areas (CMAs)) across eight states and cover approximately 4% of the U.S. population. See Amended Public Interest Statement at 1, Schedule A (FCC Licenses); Application, Exh. 2, SpaceX Terrestrial Spectrum Aggregation in the Transaction Markets (filed June 11, 2026) (Spectrum Aggregation Chart); Tristar License Group, LLC and Starlink Spectrum Holdings, LLC Seek FCC Consent to the Proposed Transfer of Control of AWS-3 Spectrum Licenses From Tristar to Starlink, WT Docket No. 26-187, Public Notice, DA 26-747, at 1 (WTB July 17, 2026) (Starlink-Tristar Public Notice). 
  Following the transaction, TLG will become a direct wholly owned subsidiary of Starlink and an indirect subsidiary of SpaceX. Amended Public Interest Statement at 1.
  Post-transaction, according to the Applicants, SpaceX, with Starlink’s acquisition of TLG, licensee of the AWS-3 spectrum, would be attributed with 75 megahertz of spectrum in each license area. Amended Public Interest Statement at 1; Spectrum Aggregation Chart.
  To facilitate the transaction, the Applicants seek a series of waivers and extensions of the terrestrial construction requirements, the renewal standard, and the permanent discontinuance rule, which they argue will ensure the preservation of the licenses and will provide the additional time and regulatory relief needed to deploy the licenses for D2D operations. Amended Public Interest Statement at 1, 6–11 (requesting waiver and/or extension of 47 CFR §§ 1.946(c), (e), 1.949(d)–(f), 1.953(a)–(b), 1.955(a)(2), 27.14(s)).  The Applicants seek both pre- and post-consummation relief, which we address in detail below.  See infra section V (Waivers) & note 36.
 
4. On July 17, 2026, the Wireless Telecommunications Bureau (Bureau) released a Public Notice accepting the Application for filing and establishing a pleading cycle for public comments. Starlink-Tristar Public Notice at 1.  The Bureau also released a public notice accepting for filing the renewal applications.  Wireless Telecommunications Bureau Market-Based Applications Accepted for Filing, Report No. 20467, Public Notice, at 1 (WTB June 17, 2026). 
  No petitions to deny were filed, and one general comment concerning SpaceX was submitted. Roger Shepard Comments (filed Aug. 5, 2026).  Roger Shepard’s comment expresses general concern over SpaceX’s ownership of satellite licenses and argues for reduced internet access cost for the public.  The comment does not address the merits of the proposed transaction and, thus, does not have any bearing on our analysis of the proposed transaction. 
  No oppositions or replies were filed, and no ex partes were submitted.  
III. STANDARD OF REVIEW AND PUBLIC INTEREST FRAMEWORK
5. Pursuant to section 310(d) of the Communications Act of 1934, as amended (the Act), 47 U.S.C. § 310(d).  Section 310(d) of the Act requires that the Commission consider applications for transfer or assignment of Title III licenses under the same standard as if the proposed transferee or assignee were applying for licenses directly under section 308 of the Act, 47 U.S.C. § 308.  See, e.g., Applications of T-Mobile US, Inc. and United States Cellular Corporation for Consent to Transfer Control of Licenses, Authorizations, and Leases, GN Docket No. 24-286, Memorandum Opinion and Order, 40 FCC Rcd 4776, 4783–84, para. 13 & n.43 (WTB/OIA 2025) (T-Mobile-UScellular Order); Applications of Level 3 Communications, Inc. and CenturyLink, Inc. for Consent to Transfer Control of Licenses and Authorizations, WC Docket No. 16-403, Memorandum Opinion and Order, 32 FCC Rcd 9581, 9585, para. 8 & n. 26 (2017) (CenturyLink-Level 3 Order); Applications of GCI Communication Corp., ACS Wireless License Sub, Inc., ACS of Anchorage License Sub, Inc., and Unicom, Inc. for Consent to Assign Licenses to the Alaska Wireless Network, LLC, WT Docket No. 12-187, WC Docket No. 09-197, Memorandum Opinion and Order and Declaratory Ruling, 28 FCC Rcd 10433, 10442, para. 23 & n.71 (2013) (Alaska Wireless-GCI Order).
 we must determine whether the proposed transfer of control of TLG and its licenses to Starlink will serve the public interest, convenience, and necessity.  In making this determination, we first assess whether the proposed transaction complies with the specific provisions of the Act, other applicable statutes, and the Commission’s rules. 47 U.S.C. § 310(d); T-Mobile-UScellular Order, 40 FCC Rcd at 4784, para. 13; CenturyLink-Level 3 Order, 32 FCC Rcd at 9585, para. 8; Alaska Wireless-GCI Order, 28 FCC Rcd at 10442, para. 23.

6. If the proposed transaction does not violate a statute or rule, we then consider whether the transaction could result in public interest harms by substantially frustrating or impairing the objectives or implementation of the Act or related statutes. See, e.g., T-Mobile-UScellular Order, 40 FCC Rcd at 4784, para. 14; CenturyLink-Level 3 Order, 32 FCC Rcd at 9585, para. 9; Alaska Wireless-GCI Order, 28 FCC Rcd at 10442, para. 23.
  Our competitive analysis, which forms an important part of the public interest evaluation, is informed by, but not limited to, traditional antitrust principles. See, e.g., T-Mobile-UScellular Order, 40 FCC Rcd at 4784, para. 14; CenturyLink-Level 3 Order, 32 FCC Rcd at 9585, para. 9; Alaska Wireless-GCI Order, 28 FCC Rcd at 10443, para. 25; see also Northeast Utils. Serv. Co. v. Fed. Energy Regulatory Comm’n, 993 F.2d 937, 947 (1st Cir. 1993) (public interest standard does not require agencies “to analyze proposed mergers under the same standards that the Department of Justice . . . must apply”).
  The United States Department of Justice has independent authority to examine the competitive impacts of proposed mergers and transactions involving transfers of Commission licenses, but the Commission’s competitive analysis under the public interest standard is somewhat broader, and often takes a more extensive view of potential and future competition and its impact on the relevant markets. See, e.g., T-Mobile-UScellular Order, 40 FCC Rcd at 4784, para. 14; Applications for Consent to the Transfer of Control of Licenses, XM Satellite Radio Holdings Inc., Transferor to Sirius Satellite Radio Inc., Transferee, MB Docket No. 07-57, Memorandum Opinion and Order and Report and Order, 23 FCC Rcd 12348, 12365–66, para. 32 (2008); AT&T Inc. and BellSouth Corporation Application for Transfer of Control, WC Docket No. 06-74, Memorandum Opinion and Order, 22 FCC Rcd 5662, 5673–74, para. 21 (2007) (AT&T-BellSouth Order); Application of EchoStar Communications Corp., (A Nevada Corp.), General Motors Corp., and Hughes Electronics Corp. (Delaware Corps.) (Transferors) and EchoStar Communications Corp. (A Delaware Corp.) (Transferee), CS Docket No. 01-348, Hearing Designation Order, 17 FCC Rcd 20559, 20575, para. 27 (2002).
  Notably, the Commission has determined it may impose and enforce transaction-related conditions to ensure that the public interest is served by the transaction. See, e.g., T-Mobile-UScellular Order, 40 FCC Rcd at 4784, para. 14; Applications of AT&T Inc. and DIRECTV for Consent to Assign or Transfer Control of Licenses and Authorizations, MB Docket No. 14-90, Memorandum Opinion and Order, 30 FCC Rcd 9131, 9141, para. 22 (2015) (AT&T-DIRECTV Order); Applications of Comcast Corp., General Electric Co. and NBC Universal, Inc. for Consent to Assign Licenses and Transfer Control of Licenses, MB Docket No. 10-56, Memorandum Opinion and Order, 26 FCC Rcd 4238, 4249, para. 25 (2011); see also Application of WorldCom, Inc. and MCI Commc’ns Corp. for Transfer of Control of MCI Commc’ns Corp. to WorldCom, Inc., CC Docket No. 97-211, Memorandum Opinion and Order, 13 FCC Rcd 18025, 18032, para. 10 (1998) (stating that the Commission may attach conditions to the transfers); Applications of T-Mobile US, Inc., and Sprint Corp., for Consent to Transfer Control of Licenses and Authorizations, Applications of American H Block Wireless L.L.C., DBSD Corp., Gamma Acquisition L.L.C., and Manifest Wireless L.L.C. for Extension of Time, WT Docket No. 18-197, Memorandum Opinion and Order, Declaratory Ruling, and Order of Proposed Modification, 34 FCC Rcd 10578, 10596, para. 42 (2019) (T-Mobile-Sprint Order).

7. If we determine that a transaction raises no public interest harms or that any such harms have been ameliorated by the Commission-imposed conditions or voluntary commitments, we next consider a transaction’s public interest benefits.  Applicants bear the burden of proving those benefits by a preponderance of the evidence. 47 U.S.C. § 309(e); T-Mobile-UScellular Order, 40 FCC Rcd at 4785, para. 15; CenturyLink-Level 3 Order, 32 FCC Rcd at 9586, para. 10; Alaska Wireless-GCI Order, 28 FCC Rcd at 10442, para. 23.
  As part of our public interest authority, we may impose conditions to ensure for the public the transaction-related benefits claimed by the applicants. See, e.g., T-Mobile-UScellular Order, 40 FCC Rcd at 4785, para. 15; Alaska Wireless-GCI Order, 28 FCC Rcd at 10443, para. 26; Applications of AT&T Inc. and Centennial Communications Corp. for Consent to Transfer Control of Licenses, Authorizations, and Spectrum Leasing Arrangements, WT Docket No. 08-246, Memorandum Opinion and Order, 24 FCC Rcd 13915, 13929, para. 30 (2009) (AT&T-Centennial Order).

8. Finally, if we are able to find that transaction-related conditions are able to ameliorate any public interest harms and the transaction is in the public interest, we may approve the transaction as so conditioned or agreed. See, e.g., T-Mobile-UScellular Order, 40 FCC Rcd at 4785, para. 16; CenturyLink-Level 3 Order, 32 FCC Rcd at 9586, para. 11.
  In contrast, if we are unable to find that a proposed transaction even with such conditions serves the public interest or if the record presents a substantial and material question of fact, then we must designate the application for hearing. 47 U.S.C. § 309(e); T-Mobile-UScellular Order, 40 FCC Rcd at 4785, para. 16; CenturyLink-Level 3 Order, 32 FCC Rcd at 9586–87, para. 11; Alaska Wireless-GCI Order, 28 FCC Rcd at 10444, para. 27. 

9. Qualifications of the Applicants and Compliance with Communications Act and FCC Rules and Policies.  Section 310(d) of the Act also requires that we make a determination as to whether the Applicants have the requisite qualifications to hold Commission licenses. 47 U.S.C. § 310(d).
  The Commission has previously and repeatedly found that Starlink and its parent company SpaceX are qualified to hold Commission licenses, See, e.g., SpaceX-EchoStar Order at 12–13, para. 27.
 and we find no reason to reevaluate the requisite citizenship, character, financial, technical, or other basic qualifications of the Applicants under the Act and our rules, regulations, and policies.  We also find that the transaction will not violate any statutory provision or, with the grant of the waivers and extensions discussed below, any Commission rule.
IV. PUBLIC INTEREST ANALYSIS 
10. Based on our review of the record, we find that the likelihood of competitive harm from the proposed transaction is low.  As explained below, the proposed transaction does not trigger the initial spectrum screen or otherwise raise competitive concerns.  In addition, we find that the transaction is likely to lead to public interest benefits, such as the use of this spectrum for the deployment of D2D services and the potential for greater competition in the provision of advanced spectrum-based service to consumers.   
11. Potential Public Interest Harms.  Based on the record and consistent with the analysis in the SpaceX-EchoStar Order, we find the likelihood of competitive harm for the proposed transaction is low.  While this transaction implicates spectrum that is included in the Commission’s spectrum screen, The Commission initially applies a two-part screen to identify those local markets in which competitive concerns are more likely.  See, e.g., T-Mobile-Sprint Order, 34 FCC Rcd at 10614–15, para. 87.  The first part of the screen is based on the size of the post-transaction Herfindahl-Hirschman Index (HHI) and the change in the HHI, but because this transaction does not result in the acquisition of wireless business units and customers, we do not apply the HHI screen.  See, e.g., Applications of T-Mobile License LLC, Nextel West Corp. and LB License Co, LLC for License Assignment; Application of T-Mobile License LLC, Nextel West Corp. and Channel 51 License Company LLC for License Assignment, ULS File Nos. 0010168412, 0010168420, 0010168439, Memorandum Opinion and Order, 38 FCC Rcd 12150, 12165, paras. 36–37 (WTB/OEA 2023).  The second part of the spectrum screen, which is applied on a county-by-county basis, identifies those local markets where an entity would hold approximately one-third or more of the total spectrum suitable and available for the provision of mobile telephony/broadband services post-transaction.  See, e.g., T-Mobile-UScellular Order, 40 FCC Rcd at 4799–800, para. 41. 
 SpaceX does not trigger the screen in any local market, suggesting that the spectrum transfer does not raise spectrum aggregation concerns. The total amount of spectrum that is currently considered suitable and available for the provision of mobile telephony/broadband services is 1,123 megahertz, with an associated spectrum screen trigger of 385 megahertz.  Communications Marketplace Report, GN Docket No. 24-119, 2024 Communications Marketplace Report, 39 FCC Rcd 14116, 14173–74, paras. 69–70, Fig. II.B.11 (2024).  SpaceX would be attributed with a maximum of 75 megahertz of spectrum post-transaction.  See Spectrum Aggregation Chart.
  In addition, no parties raised any concerns with this transaction, and nothing in the record indicates that SpaceX’s acquisition of the three unpaired AWS-3 licenses at issue would allow it to foreclose entry, raise rivals’ costs, lessen the ability of other providers to compete, or otherwise harm the public interest.  
12. Potential Public Interest Benefits.  In addition, we find that the transaction, conditioned on the strict satellite service obligations adopted below, is likely to result in public interest benefits, The Commission finds a claimed benefit to be cognizable when it arises as a result of the transaction and likely could not be accomplished in the absence of the transaction and is verifiable. See SpaceX-EchoStar Order at 17, para. 39; T-Mobile-UScellular Order, 40 FCC Rcd at 4822, para. 89; T-Mobile-Sprint Order, 34 FCC Rcd at 10671–72, para. 214.  We previously found that the SpaceX-EchoStar transaction, through which SpaceX acquired a greater amount of AWS-3 and other spectrum for its D2D network, would provide the same public interest benefits as those recognized here.  See SpaceX-EchoStar Order at 17–20, paras. 38–45.
 including furthering the public interest benefits we previously recognized in the SpaceX-EchoStar Order. See SpaceX-EchoStar Order at 17–20, paras. 38–43, 45.
  As part of its overall plan to deploy its next generation D2D network, we credit SpaceX’s plans to use the unused, unpaired AWS-3 spectrum in this transaction to improve its ability to “provide phone, text, and broadband services from space to mobile users on mobile devices,” potentially unlocking transformational and ubiquitous connectivity to mobile users, especially in areas where terrestrial systems do not reach and terrestrial coverage is not available. Amended Public Interest Statement at 4.  
  The transaction would also expand the footprint of spectrum available to SpaceX and enhance the spectral efficiency of SpaceX’s planned network. Amended Public Interest Statement at 4.
  We also find that this transaction has the potential to increase competition in the mobile wireless marketplace, by supplementing current mobile networks and potentially leading to more wireless service options for consumers, particularly those consumers who live or work in hard-to-reach areas of the United States or areas where service is otherwise unavailable. See SpaceX-EchoStar Order at 20, para. 43.
 
V. WAIVERS
13. Consistent with our analysis in the SpaceX-EchoStar Order, we grant Applicants a series of waivers to the extent necessary to effectuate the transaction, and we impose the same rigorous buildout conditions that we adopted in the SpaceX-EchoStar Order to ensure real, meaningful deployment of the spectrum at issue as part of SpaceX’s next generation D2D network. See SpaceX-EchoStar Order at 24–26, para. 57.  SpaceX has filed an application to deploy D2D with the Commission.  Application, ICFS File No. SAT-LOA-20250916-00282 (filed Sept 19, 2025) (SpaceX D2D Application); Amended Application, ICFS File No. SAT-AMD-20251125-00339 (filed Nov. 25, 2025) (SpaceX D2D Amended Application).  This application was granted by the Commission October 6, 2026.  Space Exploration Holdings, LLC, For Authority to Launch and Operate the SpaceX NGSO MSS System, ICFS File Nos. SAT-LOA-20250916-00282 and SAT-AMD-20251125-0039, GN Docket No. 25-340, Authorization Order, DA 26-1078 (SB/WTB Oct. 6, 2026).
  The Commission may grant a waiver of rules governing the Wireless Radio Services when either (i) “[t]he underlying purpose of the rule(s) would not be served or would be frustrated by application to the instant case, and that a grant of the requested waiver would be in the public interest,” or (ii) “[i]n view of unique or unusual factual circumstances of the instant case, application of the rule(s) would be inequitable, unduly burdensome or contrary to the public interest, or the applicant has no reasonable alternative.” 47 CFR § 1.925(b)(3).
  The Commission may also waive any provision of its rules “for good cause shown.” 47 CFR § 1.3.  Under this standard, waivers are appropriate only if “both (i) special circumstances warrant a deviation from the general rule, and (ii) such deviation will serve the public interest.”  See, e.g., Lazo Technologies, Inc. et al., CC Docket No. 02-6, Order on Reconsideration, 26 FCC Rcd 16661, 16668 & n.56 (2011); see also Northeast Cellular Tel. Co. v. FCC, 897 F.2d 1164, 1166 (D.C. Cir. 1990).  The rule applicable to wireless services, 47 CFR § 1.925(b)(3), requires “substantially the same” showing as 47 CFR § 1.3.  Barry P. Lunderville, College Creek Broadcasting, Inc., & Cumulus Licensing LLC et al., Memorandum Opinion and Order, 28 FCC Rcd 665, 671, para. 14 & n.51 (2013).

14. As explained below, we find that, given the unique circumstances present here, it is in the public interest to grant Applicants the requested waiver of the applicable AWS-3 terrestrial construction requirements, and we adopt the same strict AWS-3 buildout and performance conditions from the SpaceX-EchoStar Order to ensure that the Applicants deliver on the public interest benefits discussed above.  In addition, to facilitate SpaceX’s planned deployment of the spectrum, we find it in the public interest to grant Applicants a waiver of the license renewal standards and waiver and extension of the permanent discontinuance rule to the extent necessary to effectuate the transaction. 
15. Waiver of Terrestrial Construction Requirements.  We find that it serves the public interest to grant Applicants a waiver of the construction requirements with conditions.  The Applicants seek a waiver of the terrestrial construction requirements in section 27.14(s) for the AWS-3 spectrum at issue, indicating that SpaceX intends to use the spectrum in its next generation D2D system. Amended Public Interest Statement at 1, 9–11.  For this transaction, the Applicants incorporate by reference the equivalent waiver requests and the WTB and SB’s rationale for granting them in the SpaceX-EchoStar Order.  Amended Public Interest Statement at 11.  In this case, the Applicants requested a pre-consummation waiver of the construction requirements until July 5, 2027 and a post-consummation “permanent” waiver of the construction requirements.   We waive both the pre and post consummation construction requirements, subject to the conditions outlined herein, and to the extent necessary to effectuate the transaction.  Should the parties not consummate the transaction, the construction waiver will terminate with respect to Tristar and TLG Licensee.  
  The Applicants assert that the planned D2D system will require full use of the spectrum, such that a D2D system and terrestrial base stations cannot serve the same location at the same time. SpaceX-EchoStar Order at 22, para. 51.
  The Applicants assert that Tristar has not deployed this spectrum due to circumstances beyond its control, and SpaceX intends to rapidly deploy this spectrum for its planned D2D network. Amended Public Interest Statement at 4. 
  
16. Consistent with the reasons discussed in the SpaceX-EchoStar Order, we find that waiver of the terrestrial construction requirements, subject to the stringent buildout conditions below, serves the public interest, as a waiver will provide the necessary technological flexibility to use the spectrum for SpaceX’s next generation D2D network. SpaceX-EchoStar Order at 24, para. 55.  Because SpaceX and Applicants seek the same waiver of construction requirements here as in the SpaceX-EchoStar transaction, we incorporate by reference the more fulsome analysis provided in that order.  Id. at 24–27, paras. 55–61.  The Applicants also seek waiver of sections 1.946(c) and 1.955(a)(2) of our rules, which provide that failure to provide service or operations to meet the required service obligations will result in automatic termination of a license.  See 47 CFR §§ 1.946(c), 1.955(a)(2).  We dismiss as moot the Applicants’ request for waiver of these requirements given that we grant waiver of the construction requirements and impose new buildout obligations. 
  Strict application of the original buildout requirements would require the deployment of a traditional terrestrial wireless network with ground-based infrastructure, such as cellular towers equipped with antennas, which is inconsistent with SpaceX’s planned D2D use of the spectrum at issue. SpaceX-EchoStar Order at 24, para. 55.  
 
17. While we waive the terrestrial buildout requirements and original construction deadlines for the licenses at issue, we find the public interest supports adopting conditions to ensure the spectrum at issue is used to deploy a next-generation D2D network that delivers on the substantial public interest benefits discussed above.  Accordingly, we adopt the same buildout conditions and deadlines here that were applicable to the AWS-3 licenses included in the SpaceX-EchoStar Order. SpaceX-EchoStar Order at 24–26, para. 57. 
  This approach will simplify the Commission’s administration of the licenses included in this transaction as well as SpaceX’s compliance obligations by making them consistent with the buildout conditions and deadlines attached to the other spectrum being used for SpaceX’s planned D2D network.  
18. Accordingly, we adopt the following conditions:
· For each license, SpaceX (through its future subsidiary TLG, the licensee) shall meet the following minimum performance metrics for uplink user throughput and spectral efficiency: For the spectrum at issue in this transaction, we apply only the uplink performance conditions (throughput and spectral efficiency) in the SpaceX-EchoStar Order because the AWS-3 spectrum at issue is uplink only.  See Amended Public Interest Statement at 11; 47 CFR § 2.106 (U.S. Table of Frequency Allocations, 1695–1710 MHz band & n.US 88).  In these conditions, we refer to SpaceX because that is the parent company and the entity that will deploy the planned D2D system.  However, we recognize that TLG, which will become a Starlink subsidiary (and an indirect subsidiary of SpaceX) post-transaction, is the licensee of the spectrum and primarily responsible for ensuring compliance with the conditions. 

o Uplink User Throughput
§ First Interim Performance Requirement (two years from November 30, 2027):  5th percentile user throughput of at least 100 kbps/MHz in the uplink over 90% of the geographic area at Service Availability of 70% of the time;
§ Second Interim Performance Requirement (four years from November 30, 2027):  5th percentile user throughput of at least 200 kbps/MHz in the uplink over 90% of the geographic area at Service Availability of 80% of the time; and
§ Final Performance Requirement (nine years from November 30, 2027):  5th percentile user throughput of at least 300 kbps/MHz in the uplink over 90% of the geographic area at Service Availability of 90% of the time.
o Spectral Efficiency:
§ First Interim Performance Requirement (two years from November 30, 2027):  100 kbps/MHz/beam; and
§ Final Performance Requirement (nine years from November 30, 2027):  200 kbps/MHz/beam. 
· SpaceX shall demonstrate compliance with the performance metrics with respect to each license (e.g., per spectrum block or BEA) for uplink user throughput and spectral efficiency by filing a construction notification with the Commission in accordance with the provisions set forth in §1.946(d) of the Commission’s rules within 30 days of each milestone.  In the construction notification, SpaceX shall certify whether it has met the performance requirements and file documentation to support its claim.  For each license, the supporting documentation shall include:
o Technical narrative with a link budget that describes and demonstrates the satellite link performance, including but not limited to, 5th percentile user throughput of the service being provided, system parameters (transmit powers, antenna gains, receive sensitivity, noise figures, orbit altitude, minimum elevation angle, etc.) and link degradations (attenuation, atmosphere noise, etc.), carrier-to-noise ratio, energy-per-bit density, percentage of time performance, and any other performance parameters necessary to support the construction showing.
§ The technical narrative shall include the service availability in terms of the number of antennas and beams serving the geographic area at any given time;
§ Demonstration of spectral efficiency per beam should include analysis and/or modeling to support the system performance.  This analysis should include assumptions on UE distribution, UE parameters, beam coverage, and other deployment assumptions.  The methodology should be clearly described.
o Electronic maps (in both shapefile and PDF format) accurately depicting the boundaries of the BEA license area and where in the BEA license area the licensee provides service that meets the performance requirements.  
· SpaceX shall submit measurements and/or data representing service to customers to verify its compliance with each milestone.  At least 9 months before the First Interim Performance Requirement, SpaceX shall submit for Bureau approval a plan describing the type of measurements and/or data that SpaceX shall be required to submit to verify compliance, which shall be based on industry-standard practices (e.g., on-the-ground test results via a sampling methodology; network logs; or crowd-sourced data).  The Applicants shall submit the required verification measurements and/or data within 6 months of each milestone.
· If the Bureau determines that SpaceX has failed to meet its performance requirements as set forth above, the following conditions shall apply:
o If the Bureau determines that SpaceX has failed to meet the First Interim Performance Requirements listed above for a particular license, the deadline for the Final Performance Requirements for that license shall be accelerated by one (1) year (i.e., the Final Performance Requirements must be met 8 years after the Effective Date, rather than 9 years after the Effective Date);
o If the Bureau determines that SpaceX has failed to meet the Second Interim Performance Requirements for a particular license, the deadline for the Final Performance Requirements for that license shall be accelerated by two (2) years.  This acceleration shall be cumulative to any acceleration if the First Interim Performance Requirements were not met.  For example, the Final Performance Requirements must be met 7 years from the Effective Date for that license, rather than 9 years after the Effective Date; or if the First Interim Performance Requirements were not met, the Final Performance Requirements must be met by 6 years, rather than 9 years after the Effective Date.
o If the Bureau determines that SpaceX has failed to meet all of the Final Buildout Requirements for a particular license, upon such determination, the license for such license area shall terminate automatically without Commission action, and SpaceX will be ineligible to regain it if the Commission makes the license available at a later date.
19. For the foregoing reasons, we waive the applicable buildout requirements pursuant to section 1.925 of the Commission’s rules subject to the conditions herein.  
20. License Renewal Requirements and Permanent Discontinuance Rules.  In addition to the construction waivers, Applicants seek waiver of the license renewal requirement and permanent discontinuance rules. Section 1.949(d)–(f) of the Commission’s rules establishes renewal requirements related to continued operation, and section 1.953 establishes automatic termination of licenses upon permanent discontinuance of service, as defined according to the type of license. 47 CFR §§ 1.949, 1.953(a), (g).  The renewal standard requires a licensee to continue operations and establishes certification requirements for both covered site-based licenses and geographic licenses.  The permanent discontinuance rule prohibits geographic licensees from discontinuing operations for 180 days or more, although this period may be extended for good cause. 
  We find that unique circumstances are present here that support grant of these requested waivers to the extent necessary to effectuate the transaction.  As noted above, the Applicants explain that Tristar has not constructed the licenses at issue due to circumstances beyond its control and cannot meet the renewal standard. Amended Public Interest Statement at 5, 7–8. 
  Tristar is not currently providing service with this spectrum, and SpaceX requires time to deploy this spectrum. Amended Public Interest Statement at 5, 7–8.
  We find that strict application of the above-referenced rules would cut against the Commission’s goals of enabling greater spectrum use and promoting the advancement of next-generation communications technologies.  Absent waivers of these rules, the Applicants would not be able to consummate the transaction, which would prevent this spectrum from being used to benefit American consumers.  Accordingly, we waive the renewal standard, and we extend the discontinuance period and grant a temporary and partial waiver of the permanent discontinuance rule to the extent necessary to effectuate the transaction.  We note that once the transaction is consummated, new buildout deadlines will govern the licenses and section 1.953(a) will become applicable on “the date [SpaceX] is required to be providing service or operating.” The waivers are granted to the extent necessary to effectuate the transaction.  Should the Applicants not consummate the transaction, the waivers with respect to Tristar and TLG licensee will terminate.

VI. ORDERING CLAUSES
21. ACCORDINGLY, having reviewed the Applications and record in this matter, IT IS ORDERED that, pursuant to sections 4(i) and (j), 5(c), 303(r), 309, and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j), 155(c) 303(r), 309, 310(d), and pursuant to the authority delegated under sections 0.131 and 0.331 of the Commission’s rules, 47 CFR §§ 0.131 and 0.331, the application for consent to transfer of control filed by Applicants IS GRANTED, to the extent specified in this Memorandum Opinion and Order and subject to the conditions herein.
22. IT IS FURTHER ORDERED that, pursuant to sections 4(i) and (j) of the Communications Act of 1934 as amended, 47 U.S.C. § 154(i), (j) and sections 1.3 and 1.925 of the Commission’s rules, 47 CFR §§ 1.3, 1.925, the waiver request concerning terrestrial construction requirements set forth in section 27.14(s) of the Commission’s rules, 47 CFR § 27.14(s), IS GRANTED to the extent described herein and SUBJECT TO the conditions described herein.
23. IT IS FURTHER ORDERED that, pursuant to sections 4(i) and (j) of the Communications Act of 1934 as amended, 47 U.S.C. § 154(i), (j), and sections 1.3 and 1.925 of the Commission’s rules, 47 CFR §§ 1.3, 1.925, the waiver requests concerning automatic termination of licenses set forth in section 1.946(c) and 1.955(a)(2) of the Commission’s rules, 47 CFR §§ 1.946(c), 1.955(a)(2), ARE DISMISSED as moot.
24. IT IS FURTHER ORDERED that, pursuant to sections 4(i) and (j) of the Communications Act of 1934 as amended, 47 U.S.C. § 154(i), (j), and sections 1.3 and 1.925 of the Commission’s rules, 47 CFR §§ 1.3, 1.925, the waiver request concerning the license renewal requirements set forth in section 1.949(d)–(f) of the Commission’s rules, 47 CFR § 1.949(d)–(f), IS GRANTED to the extent described herein.
25. IT IS FURTHER ORDERED that, pursuant to sections 4(i) and (j) of the Communications Act of 1934 as amended, 47 U.S.C. § 154(i), (j), and sections 1.3 and 1.925 of the Commission’s rules, 47 CFR §§ 1.3, 1.925, the waiver and extension request concerning the permanent discontinuance requirements set forth in section 1.953(a), (b) of the Commission’s rules, 47 CFR § 1.953(a), (b), IS GRANTED to the extent described herein.
26. IT IS FURTHER ORDERED that this Memorandum Opinion and Order SHALL BE EFFECTIVE upon adoption.  Petitions for Reconsideration under section 1.106 of the Commission’s Rules, 47 CFR § 1.106, may be filed within thirty days of the date of adoption of this Memorandum Opinion and Order.
27. IT IS FUTHER ORDERED, that, pursuant to sections 4(i), 308, and 309 of the Communications Act of 1934 as amended, 47 U.S.C. §§ 154(i), 308, and 309, the licensing staff of the Wireless Telecommunications Bureau SHALL PROCESS all pending applications referenced in this Order in a manner consistent with this Order.
28. This action is taken under delegated authority pursuant to sections 0.131 and 0.331 of the Commission’s rules, 47 CFR §§ 0.131 and 0.331.

						FEDERAL COMMUNICATIONS COMMISSION




						Joel Taubenblatt
						Chief, Wireless Telecommunications Bureau
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