Description of Pro Forma Transaction and Public Interest Statement

0004-EX-TU-2008 Text Documents

New Cingular Wireless PCS, LLC

2008-01-24ELS_87553

FCC Form 703 Exhibit 1 Page 1 of 1 DESCRIPTION OF PRO FORMA TRANSACTION AND PUBLIC INTEREST STATEMENT This application seeks consent to the pro forma transfer of control of New Cingular Wireless PCS, LLC ("NCW PCS"), and the experimental authorizations it holds, from and to subsidiaries of AT&T Inc. (CAT&T"). As a result of a proposed internal reorganization involving the redistribution of ownership interests among AT&T subsidiaries, three intermediate interest holders in NCW PCS that are direct or indirect wholly—owned subsidiaries of AT&T — SBC Long Distance, LLC, SBC Telecom, Inc., and AT&T Teleholdings, Inc. — seek approval to increase their indirect ownership interest in NCW PCS, which is also an indirect wholly—owned subsidiary of AT&T, from below to above 50 percent.‘ While ownership interests among these intermediate subsidiaries are changing, AT&T will retain ultimate ownership and control of NCW PCS and the authorizations both before and after the transaction occurs. Accordingly, the transaction is deemed pro forma in nature. The Commussion has previously stated that in situations where no substantial change of control will occur, "grant of the application is deemed presumptively in the public interest."" ‘ Other indirect subsidiaries in AT&T will be decreasing their ownership interests in NCW PCS. Charts showing the pre— and post—reorganization ownership of NCW PCS are attached hereto. An application requesting prior— approval for the pro forma transfer of control of the private radio and earth station authorizations held by NCW PCS is also being filed with the Wireless Telecommunications Bureau and the International Bureau. See Forbearance Regarding Non—Substantial Assignments of Wireless Licenses and Transfers of Control Involving Telecommunications Carriers, 13 F.C.C.R. 6293, 6295 (1998).

Pre—Reorganization AT&T Inc. AT&T BellSouth Teleholdings, Inc. Corporation New SBC Wireless, Inc. 2 V 100% Indirectly 50% 50% i SBC ~% 67.03% | Telecom, Inc. Directly | ,/ 32.48% 2 Directly AT&T Mobility BellSouth Mobile Indirectly\;/ 2 2 Indirectly V Corporation Data, Inc. SBC Alloy SBC Long 19.09% Holdings, Inc. Distance, LLC .000000052% A9% Indirectly 100% Indirectly 28.64% AT&T New BellSouth 31.36% Mobility LLC 20.91% Cingular Holdings, Inc. o 57% t 43% w 0 Indirectly j AT&T Mobility II LLC 100% New Cingular Wireless PCS, LLC

Post—Reorganization AT&T Inc. ___________ | E AT&T BellSouth i Teleholdings, Inc. Corporation i New SBC | y Wireless, Inc. sox 50% OTS—Q0_ 100% Indirectly SBC Sools 5 t i 67.03% | , 32 48% Telecom, Inc. Do 1 imireainyYV £ p~_ marealY V AT&T Mobility Corporation BellSouth Mobile Data, Inc. SBC Long . : E____> SBC Alloy Distance, LLC 000000052% Approx. 36% : o Holdings, Inc. Ind‘:rge/:tly i 100% Indirectly AT&T V Approx. 54% Approx. 6% Mobility LLC Approx. 4% New BellSouth PPC~ Cingular E Holdings, Inc. f 53% i i Approx. 17% Indirectly i i Approx. 25% Indirectly 2l &4 Lccccccececceeeee222d hananeececcneenceceseeccsesee.>—.>>.>>| AT&T Mobility II LLC Approx. 5% 100% New Cingular Wireless PCS, LLC


Document Created: 2018-12-17 06:46:18
Document Modified: 2018-12-17 06:46:18
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