214 Update Letter.pd

LETTER submitted by Abraham Divestiture Company LLC

Section 214 Update Letter

2009-06-05

This document pretains to ITC-ASG-20090522-00242 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2009052200242_715624

PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 TWELFTH STREET, S.W. WASHINGTON, D.C. 20554 DA 09-1350 News media information 202/418-0500 Fax-On-Demand 202/418-2830 Internet: http://www.fcc.gov ftp.fcc.gov Released: June 19, 2009 AT&T INC. AND CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS SEEK FCC CONSENT TO ASSIGN OR TRANSFER CONTROL OF LICENSES AND AUTHORIZATIONS AND MODIFY A SPECTRUM LEASING ARRANGEMENT WT Docket No. 09-104 PLEADING CYCLE ESTABLISHED Petitions to Deny Due: July 20, 2009 Oppositions Due: July 30, 2009 Replies Due: August 6, 2009 I. INTRODUCTION AT&T Inc. (“AT&T”) and Cellco Partnership d/b/a Verizon Wireless and certain of its subsidiaries (“Verizon Wireless”) (collectively, “the Applicants”) have filed a series of applications (“Applications”) pursuant to Sections 214 and 310(d) of the Communications Act of 1934, as amended.1 In these applications, the Applicants seek Commission approval of the assignment or transfer of control of certain wireless licenses and related authorizations located in parts of 18 states held by Verizon Wireless and its subsidiaries from Verizon Wireless to AT&T. The Applicants also seek to modify an existing spectrum leasing arrangement in connection with this transaction. The Applicants state that this transaction implements most of the divestitures required by Verizon Wireless’s acquisition of ALLTEL Corporation.2 These assignment and transfer of control applications pertain to licenses and a de facto transfer spectrum leasing 1 47 U.S.C. §§ 214, 310(d). 2 Applications of Cellco Partnership d/b/a Verizon Wireless and Atlantis Holdings LLC for Consent to Transfer Control of Licenses, Authorizations, and Spectrum Manager and De Facto Transfer Leasing Arrangements and Petition for Declaratory Ruling That the Transaction Is Consistent with Section 310(b)(4) of the Communications Act, WT Docket No. 08-95, Memorandum Opinion and Order and Declaratory Ruling, , 23 FCC Rcd 17444, 17515-16 ¶¶ 157, 159 (2008) (“Verizon-ALLTEL Order”). Specifically, this proposed transaction would fulfill the required divestiture in 79 of the 105 CMAs set forth in the Verizon-ALLTEL Order.

arrangement for the Part 22 Cellular Radiotelephone Service, the Part 24 Personal Communications Service, the Part 27 Advanced Wireless Service, and the Part 101 Common Carrier Fixed Point-to-Point Microwave Service, as well as international Section 214 authorizations. To accomplish this transaction, Verizon Wireless and its subsidiaries that hold the licenses and authorizations that are the subject of these Applications will contribute those licenses and authorizations (and related assets3) to a wholly-owned, indirect subsidiary of Verizon Wireless called Abraham Divestiture Company LLC (“ADC”). Verizon Wireless also will cause its indirect subsidiaries that collectively hold an approximate 94.9 percent interest in Las Cruces Cellular Telephone Company to contribute that interest to ADC. Simultaneously, the indirect Verizon Wireless subsidiary that is the parent of ADC will transfer its interest in ADC to AT&T Mobility LLC, an indirect subsidiary of AT&T, thereby causing ADC to become a wholly-owned, indirect subsidiary of AT&T.4 II. SECTION 310(d) APPLICATIONS Parts 22, 24, 27, and 101 – Wireless Radio Services Applications The following applications for consent to the full and partial assignment or transfer of control of certain licenses from Verizon Wireless to ADC, as owned and controlled by AT&T, have been assigned the file numbers listed below. 3 These related network and operational assets include, among other things, certain employees, retail sites, and customers. See Application, File No. 0003840313, Public Interest Statement at 6. 4 The Applicants state that AT&T may elect to treat this transaction as part of a reverse like-kind exchange under section 1031 of the Internal Revenue Code, 26 U.S.C. § 1031. If so, the Applicants propose that the indirect Verizon Wireless subsidiary that is the parent of ADC will initially transfer its interest in ADC not to an indirect subsidiary of AT&T but instead to Garden Acquisitions Inc. (“GAI”), which would function as an exchange accommodation title holder. GAI would hold title to the interest in ADC for up to 180 days after the closing of this transaction. During this time period, AT&T would manage the subject licenses and authorizations. Upon the completion of the like-kind exchange or after 180 days, whichever comes earlier, GAI would transfer title to the interest in ADC to an indirect subsidiary of AT&T. The Applicants have stated that AT&T will notify the Commission promptly after the closing of this transaction whether it has elected to treat this transaction as part of a reverse like-kind exchange. For further discussion of this reverse like-kind exchange, see Application, File No. 0003840313, Public Interest Statement at 8 n.6 (filed May 22, 2009; amended June 5, 2009). We note that the Applicants have filed two Ownership Reports (Form 602) for the proposed transaction. One Form 602 shows the proposed ownership structure if ADC is transferred to AT&T directly, see AT&T, Ownership Report, File No. 0003847176 (filed May 21, 2009), while the other Form 602 shows the proposed ownership structure if the exchange accommodation title holder is utilized. See Abraham Divestiture Company LLC, Ownership Report, File No. 0003848307 (filed May 21, 2009). In order for the Commission to review the possible reverse like-kind exchange, the Applicants must all agreements between the Applicants and GAI prior to obtaining Commission consent to the transaction. Upon reviewing these agreements, the Commission may require the release of a subsequent public notice regarding this transaction. 2


Document Created: 2009-06-05 13:40:46
Document Modified: 2009-06-05 13:40:46
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