Attachment Attachment 1

This document pretains to ITC-ASG-20101221-00487 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2010122100487_857757

     NOTIFICATION OF PRO FORMA ASSIGNMENT OF INTERNATIONAL SECTION
                             214 AUTHORITY


        Pursuant to Section 214 of the Communications Act of 1934, as amended (“the Act”),

and Sections 63.18 and 63.24 of the Commission’s rules,1 Verizon North LLC (“Verizon North”)

hereby notifies the Commission of the pro forma assignment of the international Section 214

authority held by Verizon North Retain Co. (“Retain Co.”) to Verizon North. This pro forma

assignment was consummated on November 30, 2010. This narrative provides the information

required by Section 63.18 of the Commission’s rules.

I.      RESPONSE TO ITEMS ON IBFS ELECTRONIC FORMAT

        A.        Answer to Question 10 – Section 63.18(a)-(d)

        Verizon North and Retain Co. are wholly-owned subsidiaries of Verizon

Communications Inc. (“Verizon”), a holding company that has a number of wholly-owned

subsidiaries which provide communications services and hold various FCC licenses and

authorizations.

        The name, address and telephone number of Verizon North are provided on the attached

IBFS form. Verizon, Verizon North, and Retain Co. are all Delaware corporations. Prior to the

transaction, Verizon North did not hold any international Section 214 authorizations. Its ultimate

parent, Verizon, directly or indirectly controls many subsidiaries who hold such authorizations to

provide individual switched resale services and global or limited global facilities-based and

resale services.




1
        47 C.F.R. §§ 63.18 and 63.24.


       Correspondence concerning this notification should be directed to:

       Karen Zacharia
       Verizon
       1320 North Court House Road
       9th Floor
       Arlington, VA 22201-2909
       Tel: 703-351-3193
       Fax: 703-351-3658

       with a copy to

       Nancy J. Victory
       Wiley Rein LLP
       1776 K Street, NW
       Washington, DC 20006
       Tel: 202-719-7344
       Fax: 202-719-7049

       B.      Answer to Question 11 – Section 63.18(h)

       Verizon North is a direct wholly-owned subsidiary of Verizon. No persons or entities

hold a direct or indirect 10 percent or greater interest in Verizon. Verizon is a Delaware

corporation with its primary address at 140 West Street, New York, NY 10007. Verizon is a

holding company that owns operating subsidiaries that provide a range of communications

services in the United States and throughout the world. The company’s operating subsidiaries

offer local telephone service, as well as broadband, nationwide long-distance, high-capacity

connections, video, and other services. Verizon’s subsidiaries own, operate, monitor, and

maintain extensive communications networks, with facilities in countries and cities throughout

North America, Latin America, Europe, Africa, and the Asia-Pacific region. Further, Verizon is

a majority owner of Cellco Partnership d/b/a Verizon Wireless, which serves over 93 million

wireless voice and data subscribers across the United States.




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       C.      Answer to Question 12 – Interlocking Directorates

       As stated in the attached IBFS form, assignee Verizon North has no interlocking

directorates with a foreign carrier.

       D.      Answer to Question 13 – Description of Assignment and Public Interest
               Statement

       This application is being filed to effectuate the pro forma assignment of Retain Co.’s

international Section 214 authority to Verizon North. This pro forma transaction was

consummated on November 30, 2010. In order to effectuate Verizon’s business goals, the

company restructured its interests in the assets held by Retain Co. This resulted in the

assignment of Retain Co.’s international Section 214 authority to Verizon North.

       Because Verizon retains ultimate control of the holder of Section 214 authority both

before and after this restructuring, the assignment is pro forma in nature. Here, the pro forma

assignment of Section 214 authority facilitates a corporate restructuring necessary to effect

Verizon’s business goals and will not result in any substantial change of control. The

Commission has previously stated 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.”2


II.    CONCLUSION

       The Applicants hereby and respectfully notify the Commission of the pro forma

assignment of the international Section 214 authorization held by Retain Co. to Verizon North.




2
       1998 Biennial Review – Review of International Common Carrier Regulations, Report
and Order, 14 FCC Rcd 4909, ¶ 42 (1999).




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Document Created: 2010-12-21 16:41:42
Document Modified: 2010-12-21 16:41:42

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