Description of Pro Forma Transaction

0006-EX-TU-2011 Text Documents

New Cingular Wireless PCS, LLC

2011-06-20ELS_117001

FCC Form 703 Exhibit 1 Page 1 of 4 Description of Pro Forma Transactions and Public Interest Statement Pursuant to Section 5.79 of the Commission’s rules,1 BellSouth Enterprises, Inc. (“BellSouth Enterprises”) and AT&T Inc. (“AT&T”; collectively with BellSouth Enterprises, “Applicants”) hereby seek consent for certain pro forma transactions that are set to occur on June 30 and July 1, 2011 as part of a planned internal reorganization of wholly owned subsidiaries of AT&T.2 This reorganization will result in the pro forma transfer of control of experimental authorizations held by New Cingular Wireless PCS, LLC (“New Cingular”). Specifically, on June 30, 2011, BellSouth Enterprises will merge into its immediate wholly owning parent, BellSouth Corporation. As a consequence, BellSouth Mobile Data, Inc. (“BellSouth Mobile Data”), which currently is a wholly owned direct subsidiary of BellSouth Enterprises, will become a wholly owned direct subsidiary of BellSouth Corporation. The following day, on July 1, 2011, immediate ownership and control of BellSouth Mobile Data will be transferred from BellSouth Corporation to AT&T.3 As the transactions do not change AT&T’s position as the ultimate controlling parent of BellSouth Mobile Data (and the subsidiaries it controls), the transactions are pro forma in nature.4 These transactions will also result in the pro forma transfer of control of authorizations held by entities under the de facto control of AT&T Mobility Corporation, which is a wholly owned direct subsidiary of BellSouth Mobile Data. Because AT&T Mobility Corporation controls New Cingular, this transaction will result in the pro forma transfer of control of New Cingular’s experimental authorizations.5 1 47 C.F.R. § 5.79. 2 Please see the attached charts for a pictorial representation of the corporate structure before and after the reorganization. 3 Both the June 30, 2011 and July 1, 2011 transactions require prior consent for some of the affected licenses. Given their proximity in time, however, BellSouth Enterprises and AT&T are filing the forms as if there were a single transfer of control from BellSouth Enterprises to AT&T instead of a transfer of control from BellSouth Enterprises to BellSouth Corporation and a second transfer of control from BellSouth Corporation to AT&T. 4 In re Fed. Communications Bar Ass’n’s Petition for Forbearance from Section 310(d) of the Communications Act Regarding Non-Substantial Assignments of Wireless Licenses & Transfers of Control Involving Telecomms. Carriers, Memorandum Opinion and Order, 13 FCC Rcd. 6293, 6299, ¶ 8 (1998) (“FCBA Forbearance Order”) (“corporate reorganization which involves no substantial change in the beneficial ownership of the corporation” is pro forma in nature); cf. 47 C.F.R. § 63.24(d). 5 Applications requesting prior approval for the pro forma transfer of control of private radio, VSAT and earth station authorizations held by New Cingular are also being filed with the Wireless Telecommunications Bureau and the International Bureau. In addition, the parties separately filed an application with the Wireless Telecommunications Bureau to transfer control of WCS licenses held by BellSouth Mobile Data, and the Bureau has consented to this application (ULS File No. 0004714918). All other authorizations impacted by these transactions are eligible for forbearance from the requirement that advance consent to pro forma transfers of control be granted, and will be filed after the transactions have occurred. 47 C.F.R. §§ 1.948(c)(1), 63.24(f)(1).

FCC Form 703 Exhibit 1 Page 2 of 4 As AT&T Mobility Corporation, BellSouth Mobile Data, BellSouth Enterprises, and BellSouth Corporation all are wholly owned subsidiaries of AT&T, no substantial change in control of the affected licenses will occur.6 The Commission has stated that, in situations “where no substantial change of control will result from the transfer or assignment, grant of the application is deemed presumptively in the public interest.”7 Applicants request that Commission staff expeditiously grant these applications. 6 FCBA Forbearance Order, 13 FCC Rcd. at 6299, ¶ 8. 7 Id. at 6295, ¶ 2.

FCC Form 703 Exhibit 1 Page 3 of 4 Pre-Reorganization AT&T Inc. 100% BellSouth Corporation 100% BellSouth Enterprises, Inc. 100% BellSouth Mobile Data, Inc. 100% AT&T Mobility Corporation 0.0000001% (controlling) AT&T Mobility LLC 53.53% AT&T Mobility II LLC 100% New Cingular Wireless PCS, LLC

FCC Form 703 Exhibit 1 Page 4 of 4 Post-Reorganization AT&T Inc. 100% 100% BellSouth BellSouth Mobile Data, Corporation Inc. 100% AT&T Mobility Corporation 0.0000001% (controlling) AT&T Mobility LLC 53.53% AT&T Mobility II LLC 100% New Cingular Wireless PCS, LLC


Document Created: 2011-06-20 07:58:35
Document Modified: 2011-06-20 07:58:35
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