Attachment Att. 1

This document pretains to ITC-ASG-20100518-00199 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2010051800199_817380

                                 ATTACHMENT 1

        Adams Divestiture Company LLC (“Adams LLC”) and Allied Wireless
Communications Corporation (“AWCC”), both wholly-owned subsidiaries of Atlantic
Tele-Network, Inc. (“ATN”), hereby notify the Commission pursuant to Section 63.24(f)
of the Commission’s rules, 47 C.F.R. § 63.24(f), of the pro forma assignment of an
international Section 214 authority, ITC-214-20090616-00560, from Adams LLC to
AWCC.

Answer to Question 10

Assignor Contact Information

       Douglas J. Minster
       Adams Divestiture Company LLC
       600 Cummings Center
       Beverly, Massachusetts 01915
       (978) 619-1300
       dminster@atni.com

       With a copy to:

       Jonathan V. Cohen
       Wilkinson Barker Knauer, LLP
       2300 N Street, NW, Suite 700
       Washington, DC 20037
       (202) 383-3416
       joncohen@wbklaw.com

Assignee Contact Information

       Douglas J. Minster
       Secretary
       Allied Wireless Communications Corporation
       600 Cummings Center
       Beverly, Massachusetts 01915
       (978) 619-1300
       dminster@atni.com

       With a copy to:

       Jonathan V. Cohen
       Wilkinson Barker Knauer, LLP
       2300 N Street, NW, Suite 700
       Washington, DC 20037




                                          1


        (202) 383-3416
        joncohen@wbklaw.com

        Prior International Section 214 Authorizations

       Assignee AWCC currently holds no international Section 214 authorizations in its
own right.1

Answer to Question 11 - Direct and Indirect Ownership Information

         AWCC is a corporation organized under the laws of Delaware. AWCC is a
wholly-owned subsidiary of ATN, a publicly traded company. Pursuant to Section
63.18(h) of the Commission’s rules, following is the relevant ownership information
listing the entities holding a 10 percent and greater interest in AWCC.2

        Direct Ownership

        Name:                     Atlantic Tele-Network, Inc.
        Address:                  600 Cummings Center
                                  Beverly, Massachusetts 01915
                                  (978) 619-1300
        Citizenship:              Delaware (U.S.)
        Principal Business:       Holding company owning interests in various domestic U.S.
                                  and foreign telecommunications entities
        Percentage Held:          100% interest in AWCC

        Indirect Ownership

        Name:                     Cornelius B. Prior, Jr.
        Address:                  9719 Estate Thomas
                                  St. Thomas, USVI 00802
                                  (340) 777-8000
        Citizenship:              U.S.
        Principal Business:       Chairman of the Board of ATN and Guyana Telephone &
                                  Telegraph Company Limited (“GT&T”)
        Percentage Held:          39% interest in ATN

1
 Subsidiaries of AWCC’s ultimate parent, ATN, currently hold international section 214 authorizations.
See File Nos. ITC-214-20081113-00496 (Commnet Wireless, LLC, global facilities-based and resale
authority); ITC-214-20021219-00604 (Choice Communications LLC, global facilities-based and resale
authority). In addition, ATN’s Chairman has a greater than 10% ownership interest in two companies that
hold international Section 214 authority. See File Nos. ITC-214-20080618-00280 (Tropical Tower
Company, Ltd. global facilities-based and resale authority); ITC-214-20071004-00411 (Atlantic Crossing
Ltd., global facilities-based and resale authority).
2
  The ownership interests provided herein are the actual direct ownership interests held in the next
disclosed subsidiary in the vertical ownership chain rounded to the nearest one percent.



                                                   2


       Name:                  Fidelity Management & Research Company
       Address:               82 Devonshire Street
                              Boston, MA 00802
                              (617) 563-7000
       Citizenship:           Massachusetts (U.S.)
       Principal Business:    Investment Advisor
       Percentage Held:       13% interest in ATN

       Name:                  FMR LLC
       Address:               82 Devonshire Street
                              Boston, MA 00802
                              (617) 563-7000
       Citizenship:           Massachusetts (U.S.)
       Principal Business:    Holding company
       Percentage Held:       100% interest in Fidelity Management & Research
                              Company

       No other entity holds a 10% or greater direct or indirect ownership interest in
Assignee AWCC.

Answer to Question 12 – Interlocking Directorates

    There are no interlocking directorates between AWCC and a foreign carrier.
AWCC nonetheless notes the following:

   ·   Cornelius Prior is Chairman of the Board of ATN (AWCC’s ultimate parent post-
       transaction), Chairman of the Board of GT&T, and a board member of Bermuda
       Digital Communications, Ltd. (“BDC”).

   ·   Michael Prior is CEO and a Director of ATN and a board member of GT&T and
       BDC.

   ·   Justin Benincasa is CFO of ATN, Treasurer of AWCC and ATN subsidiary
       Commnet Wireless, LLC, and a board member of GT&T and BDC.

   ·   Douglas Minster is Vice President and General Counsel of ATN, Secretary of
       AWCC and ATN subsidiary Commnet, and a board member of GT&T.

   ·   William Kreisher is Sr. Vice President, Corporate Development of ATN, and a
       board member of BDC.




                                            3


Answer to Question 13

        Description of Transaction

        The assignment and transfer of control resulted from an internal reorganization
that occurred immediately after ATN and Verizon Wireless consummated their
transaction on April 26, 2010.3 After consummation, Adams LLC merged into AWCC
with AWCC being the surviving entity. The merger thus resulted in the assignment of
international Section 214 authority held by Adams LLC to AWCC. The restructuring is
pro forma in nature because ultimate ownership and control of the international Section
214 authority remains with ATN. The Commission has previously stated that in
situations, such as the instant reorganization, where no substantial change of control will
occur, “grant of the application is deemed presumptively in the public interest.”4




3
  See Applications of Atlantic Tele-Network, Inc. and Cellco Partnership d/b/a Verizon Wireless,
Memorandum Opinion and Order, DA 10-661 (rel. Apr. 20, 2010) (consenting to the divestiture of licenses
from Verizon Wireless to ATN).
4
 See Federal Communications Bar Association’s Petition for Forbearance from Section 310(d) of the
Communications Act Regarding Non-Substantial Assignments of Wireless Licenses and Transfers of
Control Involving Telecommunications Carriers, Memorandum Opinion and Order, 13 FCC Rcd 6293,
6295 (1998).



                                                  4



Document Created: 2019-04-18 18:42:42
Document Modified: 2019-04-18 18:42:42

© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC