Attachment Public Notice

This document pretains to ITC-ASG-20090630-00309 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2009063000309_737294

FCC Form 603 Exhibit 1 DESCRIPTION OF TRANSACTION, PUBLIC INTEREST SHOWING, AND RELATED DEMONSTRATIONS

TABLE OF CONTENTS Page I. DESCRIPTION OF THE APPLICANTS AND THEIR EXISTING BUSINESSES .................................................................................................................... 2 II. DESCRIPTION OF THE TRANSACTION ..................................................................... 3 III. STANDARD OF REVIEW ............................................................................................... 5 IV. THE TRANSACTION WILL SERVE THE PUBLIC INTEREST .................................. 6 A. Consumers Throughout the Affected Territory Will Reap Substantial Benefits .................................................................................................................. 6 B. The Transaction Will Not Harm Competition ....................................................... 9 V. MISCELLANEOUS REGULATORY AND PROCEDURAL ISSUES .......................... 9 A. Request for Declaratory Ruling on Foreign Ownership ........................................ 9 B. Additional Authorizations.................................................................................... 13 C. Exemption from Cut-Off Rules ........................................................................... 14 D. Unjust Enrichment Issues .................................................................................... 15 E. Unconstructed Facilities....................................................................................... 15 F. DOJ Agreement ................................................................................................... 15 G. Environmental Impact.......................................................................................... 16 H. Ownership of Licensee Entities ........................................................................... 16 I. Related Governmental Filings ............................................................................. 16 VI. CONCLUSION................................................................................................................ 17 -i-

FCC Form 603 Exhibit 1 DESCRIPTION OF TRANSACTION, PUBLIC INTEREST SHOWING AND RELATED DEMONSTRATIONS These Applications seek the Commission’s approval of the transfer of control from AT&T Inc. (“AT&T”) to Cellco Partnership d/b/a Verizon Wireless (“Verizon Wireless” and collectively with AT&T, the “Applicants”) of certain cellular and microwave licenses located in Louisiana and Mississippi, together with derivative international Section 214 authority.1 These licenses and authorizations are currently held by Centennial Communications Corp. (“Centennial”), Centennial Southeast License Company LLC (“Centennial Southeast”) and Lafayette Cellular Telephone Company (“Lafayette Cellular”),2 and are the subject of pending transfer of control applications to AT&T.3 The five Cellular Market Areas (“CMAs”) involved in this transaction total 1.2 million licensed POPs. As shown below, the proposed transaction will provide multiple public interest benefits and increase competition. The transaction will result in no competitive harms. The Commission therefore should approve these Applications quickly without any conditions. 1 A list of the FCC licenses and authorizations for which transfer authority is sought is attached as Exhibit 2. 2 Centennial Southeast is a wholly-owned subsidiary of Centennial. Lafayette Cellular is a general partnership in which Centennial holds a 95 percent general partner interest. 3 Verizon Wireless’ acquisition of the Centennial licenses and authorizations would take place after AT&T has obtained Commission and other regulatory approvals for the Centennial acquisition and closed that transaction. See AT&T Inc. and Centennial Communications Corp. Seek FCC Consent to Transfer Control of Licenses, Leasing Arrangements, and Authorizations, Public Notice, DA 08-2713 (2008). 1

FCC Form 603 Exhibit 1 I. DESCRIPTION OF THE APPLICANTS AND THEIR EXISTING BUSINESSES Verizon Wireless provides wireless voice and data services to over 86 million customers throughout the United States.4 AT&T provides wireless, high-speed Internet access, local and long distance voice, video, and directory publishing and advertising services. The Commission has concluded repeatedly that Verizon Wireless possesses the qualifications required by the Communications Act to control Commission authorizations, and nothing has changed to disturb these conclusions.5 There is also no question about AT&T’s character or qualifications to hold Commission authorizations.6 4 Verizon Wireless does not hold PCS or cellular licenses in the state of Alaska, but serves the lower 48 contiguous states, the District of Columbia, and Hawaii. 5 See, e.g., 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, Memorandum Opinion and Order and Declaratory Ruling, 23 FCC Rcd 17444, ¶ 33 (2008) (“Verizon/ALLTEL Order”); Applications of Northcoast Commc’ns, LLC and Cellco P’ship d/b/a Verizon Wireless, Memorandum Opinion and Order, 18 FCC Rcd. 6490 (CWD, WTB 2003) (“Northcoast Order”); Wireless Telecomms. Bureau and Int’l Bureau Grant Consent for Assignment or Transfer of Control of Wireless Licenses and Authorizations from Price Commc’ns Corp. to Cellco P’ship d/b/a Verizon Wireless, Public Notice, 16 FCC Rcd. 7155 (2001); Wireless Telecomms. Bureau Assignment of License Authorization Applications, Transfer of Control of Licensee Applications, De Facto Transfer Lease Applications and Spectrum Manager Lease Notifications Action, Pubic Notice, Rpt. No. 2086 (Mar. 2, 2005) (granting applications of NextWave Telecommunication Inc. and Cellco Partnership d/b/a Verizon Wireless seeking FCC approval of the proposed transfer of control of licenses held by NextWave Personal Communications Inc., Debtor-In- Possession and NextWave Power Partners Inc., Debtor-In-Possession); Wireless Telecomms. Bureau Assignment of License Authorization Applications, Transfer of Control of Licensee Applications, De Facto Transfer Lease Applications and Spectrum Manager Lease Notifications Action, Public Notice, Rpt. No. 2018 (Dec. 15, 2004) (granting applications of Qwest Wireless, LLC and Cellco Partnership d/b/a Verizon Wireless seeking FCC consent to the assignment of sixty-two broadband Personal Communications Services licenses). 6 See, e.g., Application of Aloha Spectrum Holdings Company LLC and AT&T Mobility II LLC Seeking FCC Consent for Assignment of Licenses and Authorizations, Memorandum Opinion and Order, 23 FCC Rcd 2234, 2236 (2008) (“AT&T Mobility/Aloha Order”); Applications of AT&T Inc. and Dobson Commc’ns Corp. for Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 22 FCC Rcd 20295, 20303 (2007) (“AT&T/Dobson Order”); AT&T Inc. and BellSouth Corp. Application for Transfer of Control, Memorandum Opinion and Order, 22 FCC Rcd 5662, 5758 (2007) (“AT&T/BellSouth Order”); SBC Commc’ns Inc. and AT&T Corp. Applications for Approval of Transfer of Control, Memorandum Opinion and Order, 20 FCC Rcd 18290, 18379-81 (2005) (“SBC/AT&T Order”); Applications of AT&T Wireless Servs., Inc. and Cingular Wireless Corp. for Consent to Transfer 2

FCC Form 603 Exhibit 1 II. DESCRIPTION OF THE TRANSACTION Pursuant to a Purchase Agreement dated May 8, 2009, AT&T is selling certain of the wireless assets, businesses, and licenses it is in the process of acquiring from Centennial to Verizon Wireless. Specifically, Verizon Wireless will acquire from AT&T the assets of the Centennial wireless businesses in CMA174 (Lafayette, LA), CMA458 (Louisiana 5 – Beauregard), CMA459 (Louisiana 6 – Iberville),7 CMA460 (Louisiana 7 – West Feliciana), and CMA500 (Mississippi 8 – Claiborne). These assets include the cellular A-band licenses for those CMAs, along with the customers and substantially all operational and related assets of the former Centennial wireless businesses in these areas. Verizon Wireless’ acquisition of these assets will occur only after the FCC has approved, and the parties have closed, the AT&T-Centennial transaction. Thus, prior to the commencement of this proposed transaction, Centennial will be a direct subsidiary of AT&T while Lafayette Cellular and Centennial Southeast will both be indirect subsidiaries.8 Control of Licenses and Authorizations, Memorandum Opinion and Order, 19 FCC Rcd 21522, 21548 (2004) (“Cingular/AT&T Wireless Order”); Applications of SBC Commc’ns and BellSouth Corp., Memorandum Opinion and Order, 15 FCC Rcd 15459, 25465-66 (WTB & IB 2000) (“Cingular Order”); Applications of Ameritech Corp. and SBC Commc’ns Inc., Memorandum Opinion and Order, 14 FCC Rcd 14712, 14950 (1999) (subsequent history omitted) (“SBC/Ameritech Order”). 7 The Centennial wireless business in CMA459 (Louisiana 6 – Iberville) is limited to Iberia Parish and St. Mary Parish and a portion of Iberville Parish. The A-band cellular spectrum in the other areas of this CMA is licensed to Radiofone, Inc. d/b/a ALLTEL. 8 The charts depicting the ownership structure at various points in this transaction do not include a potential restructuring that AT&T may undertake after the AT&T-Centennial transaction closes. Under this restructuring, Centennial Southeast and Lafayette Cellular become subsidiaries of AT&T Mobility II LLC, a wholly-owned, indirect subsidiary of AT&T. If such a restructuring does occur before the consummation of this transaction, all that will change will be the identity of the intermediate holding company – AT&T still will be the ultimate controlling party wherever a chart shows it to be. 3


Document Created: 2009-08-31 16:33:50
Document Modified: 2009-08-31 16:33:50
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