Description of Pro Forma Transaction

0314-EX-ST-2016 Post Grant Documents

Verizon Wireless

2016-05-06ELS_176496

FCC Form 703
Exhibit 1

DESCRIPTION OF PRO FORMA TRANSACTION AND PUBLIC INTEREST
STATEMENT

Verizon Communications Inc. (“Verizon”), through its regulated subsidiaries, seeks Commission
consent for the pro forma transfer of control1 of various FCC licenses2 and authorizations as part
of a planned internal corporate restructuring involving indirect wholly owned subsidiaries of
Verizon. 3 The proposed restructuring contemplates the conversion of two holding companies in
the Verizon ownership chain from corporations to LLCs, resulting in the transfer of control of
certain FCC licenses and authorizations within Verizon. Specifically, on or after June 17, 2016,
GTE Corporation and GTE Wireless Inc. will convert to limited liability companies. Attached
hereto are charts showing the indirect ownership of the affected licensees before and after the
proposed transactions;4 the ownership charts are identical except for the LLC designations of the
two entities.

In addition to being the licensee of experimental authorization WG2XNE, Cellco Partnership
also holds Special Temporary Authority (“STA”) pursuant to call sign WJ9XPO. At the request
of Commission staff, Verizon is attaching a copy of this “Description of Pro Forma Transaction
and Public Interest Statement” to this STA in lieu of a separate transfer application.

Because the proposed restructuring does not change the ultimate control of any license or
licensee (all will remain controlled by Verizon), it is pro forma in nature.5 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.”6

1
47 C.F.R. § 5.79.
2
Based on guidance from Wireless Telecommunications Bureau staff, Verizon is only submitting transfer of
control applications for wireless licensees whose immediate parent is changed by this transaction.
3
Notifications for all authorizations impacted by the restructuring that are eligible for forbearance from the
requirement that advance consent to pro forma transfers of control be granted will be filed after the proposed
restructuring occurs. 47 C.F.R. §§ 1.767(g)(7), 1.948(c)(1), 63.24(f)(1).
4
The lists of call signs referenced in the instant prior approval applications are intended to be complete and
include all licenses under the control of Verizon that require prior approval for their transfer. However, the
Applicants request that Commission approval of the pro forma transfer applications include any licenses requiring
prior pro forma transfer approval that may have been inadvertently omitted.
5
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).
6
Id. at 6295, ¶ 2. See also 1998 Biennial Review – Review of International Common Carrier Regulations,
Report and Order, 14 FCC Rcd 4909, ¶ 42 (1999) (finding that“[r]egulatory review of [pro forma] transactions
yields no significant public interest benefits, but may delay or hinder transactions that could provide substantial
financial, operational, or administrative benefits for carriers.”).

Document Created: 2018-12-17 05:05:56
Document Modified: 2018-12-17 05:05:56

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