Description of the Pro Forma Transaction

0036-EX-TU-2016 Text Documents

New Cingular Wireless PCS, LLC

2016-11-17ELS_184650

FCC Form 703 Attachment Page 1 of 3 Description of Pro Forma Transaction and Public Interest Statement AT&T Inc. (“AT&T”) hereby seeks consent for the pro forma transfer of control of the experimental licenses held by New Cingular Wireless PCS, LLC (“NCWPCS”) from AT&T Teleholdings, Inc. (“Teleholdings”) to SBC Telecom, Inc. (“SBC”). As part of a planned internal reorganization set to occur on December 31, 2016, a change will occur in NCWPCS’s indirect ownership. Specifically, Teleholdings, which directly holds a 100 percent interest in SBC, will contribute that interest to AT&T.1 As NCWPCS, Teleholdings, and SBC are wholly owned subsidiaries of AT&T, no substantial change in control of NCWPCS’s licenses will occur.2 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.”3 Applicants request that Commission staff expeditiously grant these applications. 1 Please see the attached charts for a pictorial representation of the corporate structure of NCWPCS’s ownership, both before and after the reorganization. 2 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). 3 Id. at 6295, ¶ 2.

FCC Form 703 Attachment Page 2 of 3 Pre-Reorganization4 AT&T Inc. AT&T Teleholdings, Inc. SBC Telecom, Inc. 60% SBC Long Distance, AT&T NCWS LLC Holdings, Inc. 58% AT&T Mobility LLC New Cingular Wireless Services, Inc. 42% 54% AT&T Mobility II LLC New Cingular Wireless PCS, LLC 4 All ownership percentages are rounded to the nearest percentage.

FCC Form 703 Attachment Page 3 of 3 Post-Reorganization AT&T Inc. AT&T Teleholdings, SBC Telecom, Inc. Inc. 60% SBC Long Distance, AT&T NCWS LLC Holdings, Inc. 58% AT&T Mobility LLC New Cingular Wireless Services, Inc. 42% 54% AT&T Mobility II LLC New Cingular Wireless PCS, LLC


Document Created: 2016-11-17 10:57:13
Document Modified: 2016-11-17 10:57:13
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