Description of the Transaction and Public Interest Statement

0025-EX-TU-2017 Text Documents

Google Inc.

2017-09-01ELS_197790

FCC Form 703 Transfer Licensee: Google Inc. Transferor: Google Inc. Transferee: Google LLC DESCRIPTION OF THE TRANSACTION AND PUBLIC INTEREST STATEMENT The instant Form 703 seeks Commission consent for a pro forma transfer of control arising from a corporate reorganization of the licensee Google Inc. (Google) from a corporation to a limited liability company. DESCRIPTION OF THE TRANSACTION Alphabet Inc. (Alphabet), the parent company of Google, has created XXVI Holdings Inc. (XXVI Holdings), a new, wholly-owned subsidiary organized under the laws of the state of Delaware. Subject to the Commission’s consent, Alphabet will transfer ownership of Google to XXVI Holdings, making Google a direct, wholly-owned subsidiary of XXVI Holdings. The transfer of ownership will not result in a change of control in terms of Google’s ultimate ownership by Alphabet. Thereafter, Google will convert from a corporation into a limited liability company, Google LLC, organized under the laws of the state of Delaware. In accordance with Delaware statutes, the conversion of Google to Google LLC is analogous to a name change. This reorganization will not involve an assignment of any license or a change in the day-to-day operations of Google/Google LLC. Google LLC’s rights and obligations under any contracts and its services and the terms for those services will remain the same as Google’s. EXPERIMENTAL RADIO LICENSES INVOLVED IN PRO FORMA TRANSFER The corporate reorganization described above will result in the pro forma transfer of control of all experimental radio licenses held by Google. In addition to consent for these pro forma transfers, Google also respectfully requests that a grant of consent to the instant pro forma transfer of control include its pending request for Special Temporary Authority, File No. 1257-EX-ST-2017. PUBLIC INTEREST STATEMENT The corporate reorganization described herein will serve the public interest. As previously noted, the corporate reorganization only will create a new corporate structure and not involve an assignment of any license. Shareholder control and services of Google will be unaffected. As a result of the corporate reorganization, Alphabet and Google will be able to operate in a more efficient, economical, and transparent manner, allowing the companies to concentrate on their revenue generating activities, to expand their addressable customer base, and to continue offering technologically advanced services. For these reasons, Google respectfully submits that the corporate reorganization will be in the public interest.


Document Created: 2018-11-28 16:11:57
Document Modified: 2018-11-28 16:11:57
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