Description of Pro Forma Transaction

0039-EX-TU-2009 Text Documents

New Cingular Wireless PCS, LLC

2009-12-16ELS_103313

FCC Form 703 Exhibit 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. (“AT&T”). Specifically, as part of a proposed internal reorganization, BellSouth Mobile Systems, Inc., will merge into its immediate wholly-owned subsidiary, BellSouth Mobile Data Inc. Both entities are intermediate interest holders in NCW PCS and wholly-owned subsidiaries of AT&T. A chart showing the indirect ownership of NCW PCS before and after the restructuring is attached. 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.1 Accordingly, the transaction is deemed pro forma in nature. The Commission 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.”2 1 Applications requesting prior approval for the pro forma transfer of control of private radio, VSAT and earth station authorizations held by NCW PCS are also being filed with the Wireless Telecommunications Bureau and the International Bureau. 2 See Forbearance Regarding Non-Substantial Assignments of Wireless Licenses and Transfers of Control Involving Telecommunications Carriers, 13 F.C.C.R. 6293, 6295 (1998).

FCC Form 703 Exhibit 1 Pre-Reorganization Post-Reorganization AT&T Inc. AT&T Inc. 100% 100% BellSouth BellSouth Corporation Corporation 100% 100% BellSouth BellSouth Enterprises, Inc. Enterprises, Inc. 100% 100% BellSouth BellSouth Mobile Systems, Mobile Data, Inc. Inc. 100% 100% 100% AT&T Mobility BellSouth AT&T Mobility Corporation Mobile Data, Corporation Inc. 0.0000001% 0.0000001% (controlling) (controlling) AT&T Mobility LLC AT&T Mobility LLC 54.21% 54.21% AT&T Mobility II AT&T Mobility II LLC LLC 100% 100% New Cingular Wireless New Cingular Wireless PCS, LLC PCS, LLC AT&T Inc. indirectly holds the remaining 99.9999999% interest in AT&T Mobility LLC. It also indirectly holds the remaining 45.79% interest in AT&T Mobility II LLC.


Document Created: 2009-12-07 10:19:37
Document Modified: 2009-12-07 10:19:37
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