Attachment Attachments

This document pretains to ITC-ASG-20140516-00149 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2014051600149_1046689

International Section 214 Partial Assignment Application Attachment 1 Page 1 of 10 Attachment 1 to FCC Electronic Form for Partial Assignment of International Section 214 Authorization Pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214, and Section 63.24 of the Commission’s rules, 47 C.F.R. § 63.24, PRTCommunications, LLC (“PRTCommunications”) and PRTC Tide Acquisition Company LLC (“PRTC Tide”) hereby request the Commission’s consent to the partial assignment of international Section 214 authority (as it pertains to certain wireless customer accounts) from PRTCommunications to PRTC Tide, ultimately to be held as a wholly owned subsidiary of New Cingular Wireless PCS, LLC (“New Cingular Wireless”), an indirect wholly owned subsidiary of AT&T Inc. (“AT&T”). As an interim step in the proposed two-step transaction, PRTC Tide will be an indirect wholly owned subsidiary of PRTCommunications.1 Following consummation of the proposed transaction, PRTCommunications will retain its international Section 214 authorization and does not seek to assign the entire authorization by this application.2 Answer to Question 10 – Section 63.18(c)-(d) Assignor Information (PRTCommunications) Contact Information Randal J. Odom PRTCommunications 201 Anderson Drive Laurens, SC 29360 Tel: (864) 683-3731 Fax: (864) 682-8888 RandyO@prtcom.com with a copy to: Donald L. Herman, Jr. Herman & Whiteaker, LLC 1 By executing the “Assignor” portion of the foregoing application form, PRTCommunications is certifying to the accuracy of the application and the appropriate required certifications as to the “Assignor” only. Similarly, by executing the “Assignee” portion of the foregoing application form, PRTC Tide is certifying to the accuracy of the application and the appropriate required certifications as to the “Assignee” only. Since the Assignee, PRTC Tide, will ultimately be a wholly owned subsidiary of New Cingular Wireless, the responses herein for the Assignee reflect information related to New Cingular Wireless. 2 An application was filed for the assignment of wireless radio licenses held by PRTCommunications. See ULS File No. 0006277388.

International Section 214 Partial Assignment Application Attachment 1 Page 2 of 10 3204 Tower Oaks Blvd. Suite 180 Rockville, MD 20852 Tel: (202) 600-7273 Fax: (202) 706-6056 dee@hermanwhiteaker.com International Section 214 Authority PRTCommunications holds the international Section 214 authorization that is the subject of this application, File No. ITC-214-19990803-00477 (authorization to provide global resale services). Assignee Information (PRTC Tide) Contact Information Michael P. Goggin AT&T Mobility LLC 1120 20th Street, NW Suite 1000 Washington, DC 20036 Tel: (202) 457-2055 Fax: (202) 457-3073 michael.p.goggin@att.com International Section 214 authority: PRTC Tide does not hold any international Section 214 authorizations. Post- consummation, PRTC Tide will be a wholly owned subsidiary of AT&T. AT&T and its subsidiaries/affiliates hold numerous international Section 214 authorizations. Answer to Question 11 – Section 63.18(h) Direct Ownership: The following entity has a direct ten percent or greater direct ownership interest in PRTC Tide: Direct Shareholder Name: New Cingular Wireless PCS, LLC Address: 2200 N. Greenville Ave, 1W Richardson, TX 75082 Citizenship: United States Principal Business: Provision of Mobile Wireless Services Ownership Interest in PRTC Tide: 100%

International Section 214 Partial Assignment Application Attachment 1 Page 3 of 10 Indirect Ownership: New Cingular Wireless Ownership:3 AT&T Mobility II LLC 1025 Lenox Park Blvd. NE Atlanta, GA 30319 Citizenship: Delaware Principal Business: Holding Company Direct Ownership Interest: 100% percent of New Cingular Wireless PCS, LLC AT&T Mobility LLC 1025 Lenox Park Blvd NE Atlanta, GA 30319 Citizenship: Delaware Principal Business: Provision of Mobile Wireless Services Direct Ownership Interest: 54% of AT&T Mobility II LLC AT&T Mobility Corporation 1025 Lenox Park Blvd NE Atlanta, GA 30319 Citizenship: Delaware Principal Business: Management Company Direct Ownership Interest: manager of and controls AT&T Mobility LLC AT&T Teleholdings, Inc. 208 S. Akard Street Dallas, TX 75202 Citizenship: Delaware Principal Business: Holding Company Direct Ownership Interest: 100% of SBC Telecom, Inc. BellSouth Mobile Data, Inc. 1025 Lenox Park Blvd NE Atlanta, GA 30319 Citizenship: Georgia Principal Business: Holding Company Direct Ownership Interest: 40% of AT&T Mobility LLC, 100% of AT&T Mobility Corporation, 4% of AT&T Mobility II LLC, and 40% of AT&T NCWS Holdings Inc. 3 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.

International Section 214 Partial Assignment Application Attachment 1 Page 4 of 10 AT&T NCWS Holdings Inc. 1025 Lenox Park Blvd. NE Atlanta, GA 30319 Citizenship: Delaware Principal Business: Holding Company Direct Ownership Interest: 100% of New Cingular Wireless Services, Inc. New Cingular Wireless Services, Inc. 1025 Lenox Park Blvd. Atlanta, GA 30319 Citizenship: Delaware Principal Business: Provision of Mobile Wireless Services Direct Ownership Interest: 42% of AT&T Mobility II LLC SBC Long Distance, LLC 208 S. Akard Street Dallas, TX 75202 Citizenship: Delaware Principal Business: Holding Company Direct Ownership Interest: 50% of AT&T Mobility LLC SBC Telecom, Inc. 208 S. Akard Street Dallas, TX 75202 Citizenship: Delaware Direct Principal Business: Holding Company Direct Ownership Interest: 100% of SBC Long Distance, LLC, 60% of AT&T NCWS Holdings Inc., and 9% of AT&T Mobility LLC AT&T Inc. 208 S. Akard Street Dallas, TX 75202 Citizenship: Delaware Principal Business: Holding Company Direct Ownership Interest: 100% of AT&T Teleholdings, Inc. and 100% of BellSouth Mobile Data, Inc. AT&T is a publicly traded corporation whose stock is widely held by the public with no person or entity holding a ten percent or greater ownership interest in AT&T.

International Section 214 Partial Assignment Application Attachment 1 Page 5 of 10 Answer to Question 12 – Section 63.18(h) PRTC Tide does not have any interlocking directorates. The following persons are officers or directors of AT&T Inc. and are also officers or directors of one or more foreign carriers: Jeff McElfresh, President-Mexico of AT&T Mexico, LLC, and Michael J. Viola, Senior Vice President - Finance of AT&T Inc., are directors of both América Móvil, S.A.B. de C.V. (“América Móvil”) and Teléfonos de México, S.A.B. de C.V. (“Telmex”). América Móvil, which controls Telmex, is a carrier or controls carriers in Argentina, Brazil, Chile, Colombia, Costa Rica, the Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, México, Nicaragua, Panama, Paraguay, Peru, the United States, and Uruguay.4 The persons listed below are officers or directors of one or more of the following: New Cingular Wireless PCS, LLC, AT&T NCWS Holdings Inc., New Cingular Wireless Services, Inc., AT&T Mobility II LLC, AT&T Mobility LLC, AT&T Mobility Corporation, AT&T Teleholdings, Inc., SBC Long Distance, LLC, SBC Telecom, Inc., BellSouth Mobile Data, Inc., and AT&T Inc. and are also officers or directors of one or more of the following foreign carriers: BellSouth Long Distance, Inc., which is a carrier in Canada; AT&T Global Network Services International, Inc., which is a carrier in Israel, New Zealand, and Pakistan; AT&T Global Network Services Norge LLC, which is a carrier in Norway; AT&T Global Network Services Venezuela LLC, which is a carrier in Venezuela; and AT&T Japan LLC, which is a carrier in Japan. Charles Bolton is President and Manager of SBC Long Distance, LLC, President and a Director of SBC Telecom, Inc., and President and Director of BellSouth Long Distance, Inc. George B. Goeke is Assistant Treasurer of AT&T Inc., Vice President and Assistant Treasurer of AT&T Teleholdings, Inc. and is also Vice President and Treasurer of BellSouth Long Distance, Inc., Director and Treasurer of AT&T Global Network Services International, Inc., AT&T Global Network Services Norge LLC, AT&T Global Network Services Venezuela LLC, and Treasurer of AT&T Japan LLC. Elaine Lou is Assistant Treasurer of SBC Long Distance, LLC, SBC Telecom, Inc., BellSouth Long Distance, Inc., and is also Assistant Treasurer of AT&T Japan LLC, AT&T Global Network Services International, Inc., AT&T Global Network Services Norge LLC, and AT&T Global Network Services Venezuela LLC. Jeston Dumas is Treasurer of SBC Long Distance, LLC and SBC Telecom, Inc. and Assistant Treasurer of AT&T Global Network Services International, Inc., AT&T Global Network Services Norge LLC, AT&T Global Network Services Venezuela LLC and AT&T Japan LLC. Karen M. Diorio is Assistant 4 América Móvil, S.A.B. de C.V., Annual Report (Form 20-F) at 15 (Apr. 30, 2013). AT&T has relied upon América Móvil’s SEC filings to identify the countries where América Móvil is a carrier or controls carriers. There may be subsequent developments not reflected in those SEC filings.

International Section 214 Partial Assignment Application Attachment 1 Page 6 of 10 Secretary of AT&T Global Network Services International, Inc., AT&T Global Network Services Norge LLC, and AT&T Global Network Services Venezuela LLC, and Director of Tax of SBC Long Distance, LLC, SBC Telecom, Inc., and AT&T Teleholdings, Inc. Teresa G. Blizzard is Assistant Secretary of AT&T Mobility Corporation, BellSouth Mobile Data, Inc., New Cingular Wireless Services, Inc. and AT&T NCWS Holdings, Inc., Director-Taxes of AT&T Teleholdings, Inc., SBC Long Distance, LLC and SBC Telecom, Inc.; and Vice President – Taxes of BellSouth Long Distance, Inc. Lawrence J. Ruzicka is Senior Vice President – Tax of AT&T NCWS Holdings, Inc., AT&T Mobility Corporation, New Cingular Wireless Services, Inc., BellSouth Mobile Data, Inc., AT&T Inc. and Vice President – Tax of SBC Long Distance, LLC and SBC Telecom, Inc. and is also Director for AT&T Global Network Services, Norge, LLC, AT&T Global Network Services International, Inc., and AT&T Global Network Services Venezuela, LLC. Jeffrey M. Chambers is Assistant Secretary of AT&T NCWS Holdings, Inc., AT&T Mobility Corporation and New Cingular Wireless Services, Inc. and Assistant Vice President – Taxes of AT&T Global Network Services, Norge LLC, AT&T Global Network Services International, Inc., and AT&T Global Network Services Venezuela, LLC. Sherri L. Bazan is Assistant Treasurer of BellSouth Mobile Data, Inc., AT&T Teleholdings, Inc., and also BellSouth Long Distance, Inc. Answer to Question 13 – Narrative of Assignment and Public Interest Statement Please see Exhibit 1 hereto for the description of the transaction and public interest statement filed in connection with the assignment of mobile wireless licenses. Answer to Question 14 - Section 63.18(i) PRTC Tide certifies that it is not a foreign carrier, as that term is defined by Section 63.09 of the Commission’s rules, 47 C.F.R. § 63.09. PRTC Tide certifies that, through AT&T’s controlling interest in PRTC Tide, it will be affiliated with the following foreign carriers: AT&T Communications Services Argentina S.R.L. Argentina AT&T Global Network Services Australia Pty. Ltd. Australia AT&T Global Network Services Austria GmbH Austria AT&T Global Network Services Belgium Belgium Luxembourg S.P.R.L. AT&T Global Network Services Brazil Ltda. Brazil AT&T Global Network Services Bulgaria Ltd. Bulgaria AT&T Global Services Canada Co. Canada AT&T Enterprises Canada Co. Canada BellSouth Long Distance, Inc. Canada AT&T Chile SA Chile AT&T Global Network Services Colombia (Ltda.) Colombia AT&T Global Network Services Hrvatska d.o.o. Croatia AT&T Global Network Services Czech Republic s.r.o. Czech Republic AT&T Global Network Services Ltd. Cyprus

International Section 214 Partial Assignment Application Attachment 1 Page 7 of 10 AT&T Global Network Services Danmark ApS Denmark AT&T Global Network Services Ecuador Cia. Ltda. Ecuador AT&T Global Network Services Estonia Ou Estonia AT&T Global Network Services Finland Oy Finland AT&T Global Network Services France SAS France AT&T Global Network Services Deutschland GmbH Germany AT&T Global Network Services (Hellas) E.P.E. (Limited) Greece AT&T Servicios de Comunicaciones de Guatemala SA Guatemala AT&T Global Network Services Hong Kong Limited Hong Kong AT&T Global Network Services Hungary Kft Hungary AT&T Global Network Services Private Limited India AT&T Global Network Services Ireland Limited Ireland PT AT&T Global network Services Indonesia Indonesia AT&T Global Network Services International Inc. Israel AT&T Global Network Services Italia S.p.A. Italy AT&T Japan KK Japan AT&T Japan LLC Japan AT&T GNS Korea Limited (Yuhan Hoesa) Korea AT&T Global Network Services Latvia SIA Latvia UAB AT&T Lietuva (Lithuania) Lithuania AT&T Global Network Services Belgium Luxembourg Luxembourg S.P.R.L. (Branch Office) AT&T Worldwide Network Services (Malaysia) Sdn. Bhd. Malaysia AT&T Global Network Services Mexico S. de R.L. de C.V. Mexico AT&T Global Network Services Morocco sarl au Morocco AT&T Global Network Services Nederland B.V. Netherlands AT&T Global Network Services International Inc. New Zealand AT&T Global Network Services Norge LLC Norway AT&T Global Network Services International Inc. Pakistan AT&T Communications Services de Panama S. de R.L. Panama AT&T Global Network Services del Peru S.R.L. Peru AT&T Global Network Services Polska Sp. z.o.o. Poland AT&T Serviços de Telecomunicaçues, Portugal Sociedade Unipessoal, Lda. AT&T Global Network Services Romania S.R.L. Romania AT&T Global Network Services OOO Russia AT&T Worldwide Telecommunications Services Singapore Singapore Pte Ltd. AT&T Global Network Services Slovakia s.r.o. Slovakia AT&T Globalne Omrezne Storitve d.o.o. Slovenia AT&T South Africa (Proprietary) Limited South Africa AT&T Global Network Services Espana, S.L. Spain AT&T Global Network Services Sweden AB Sweden

International Section 214 Partial Assignment Application Attachment 1 Page 8 of 10 AT&T Global Network Services Switzerland GmbH Switzerland AT&T Global Network Services Taiwan Ltd. Taiwan AT&T Worldwide Services (Thailand) Limited Thailand AT&T Global Iletism Servisleri Limited Sirteki Ltd. STI Turkey AT&T Global Network Services (UK) B.V. United Kingdom AT&T Global Network Services Venezuela LLC Venezuela Answer to Question 15 - Section 63.18(j) Pursuant to Section 63.18(j) of the Commission’s rules, 47 C.F.R. § 63.18(j), PRTC Tide certifies that it is not a foreign carrier. AT&T holds controlling interests in certain foreign carriers in destination countries where its subsidiaries provide international service. These carriers and the countries where they provide service are described above in the answer to Question 14. Answer to Question 16 - Section 63.10 Pursuant to Section 63.10 of the Commission’s rules, 47 C.F.R. § 63.10, PRTC Tide qualifies for non-dominant classification on the routes between the United States and all the above-listed countries because the affiliates in these countries have no market power on the foreign end of any of these routes.5 All of the above-listed affiliates have market shares under 50 percent in any relevant market on the foreign end of U.S. routes to these countries. Therefore, because all these companies lack 50 percent market share in the international transport and the local access markets in their respective foreign markets, and none is listed on the Commission’s List of Foreign Telecommunications Carriers that Are Presumed to Possess Market Power in Foreign Telecommunications Markets, PRTC Tide is presumptively classified as non-dominant on these routes. Answer to Question 18 - Section 63.18(k) In accordance with Section 63.18(k)(1) of the Commission’s rules, 47 C.F.R. § 63.18(k)(1), PRTC Tide certifies that all of the countries listed in its response to Question 15 (therein referencing its response to Question 14) are WTO Member countries.6 Answer to Question 20 - Section 63.18(p) The parties to this Application request streamlined processing of it pursuant to Section 63.12 of the Commission’s rules, 47 C.F.R. §63.12. While PRTC Tide will be affiliated with 5 See 47 C.F.R. § 63.10(a)(3). 6 See http://www.wto.org/english/thewto_e/whatis_e/tif_e/org6_e.htm (last visited Apr. 21, 2014).

International Section 214 Partial Assignment Application Attachment 1 Page 9 of 10 foreign carriers in destination markets, PRTC Tide qualifies for a presumption of non-dominance under Section 63.10(a)(3) of the Commission’s rules, 47 C.F.R. §63.10(a)(3), as set forth in the Answer to Question 16. Accordingly, streamlined process is appropriate pursuant to Section 63.12(c)(1)(ii).

Exhibit 1

FCC Form 603 Exhibit 1 Page 1 of 6 DESCRIPTION OF TRANSACTION AND PUBLIC INTEREST STATEMENT I. Description of Transaction Piedmont Rural Telephone Cooperative, Inc. (“Piedmont Cooperative”) and PRTCommunications, LLC (“PRTC” and collectively with Piedmont Cooperative, “Piedmont”), together with New Cingular Wireless PCS, LLC (“New Cingular”), an indirect wholly-owned subsidiary of AT&T Inc. (collectively with New Cingular, “AT&T”), hereby seek Commission consent to a series of assignment applications involving Broadband PCS, 700 MHz and AWS-1 licenses (collectively the “Piedmont Licenses”) as follows: A. The full and/or partial assignment of three AWS-1 licenses from Piedmont Cooperative to New Cingular. B. In the first step of a two-step transaction, PRTC will assign its Broadband PCS license to PRTC Tide Acquisition Company LLC (“Newco”)1 and Piedmont Cooperative will assign its 700 MHz license to Newco. Newco will initially be an LLC wholly-owned by Piedmont Cooperative and PRTC. In step 2 of the transaction, which will occur immediately after step 1, New Cingular will purchase all of the membership interests in Newco from Piedmont Cooperative and PRTC, respectively, resulting in Newco becoming a wholly-owned subsidiary of New Cingular. With regard to this portion of the transaction, the applications have been styled as “assignment” applications, but they also seek authority to simultaneously consummate the transfer of control of Newco.2 All of the Piedmont Licenses to be assigned in this transaction are described in more detail in Exhibit 2. The Piedmont Licenses are not subject to unjust enrichment or transfer restrictions. And, as described in more detail below and in Exhibit 3, no competitive concerns are raised by this proposed assignment. Accordingly, and as described in more detail below, the Parties respectfully submit that Commission approval of the proposed transaction will serve the public interest, convenience and necessity and request that the Commission expeditiously grant this transaction. II. Commission Approval of the Proposed Transaction is in the Public Interest 1 Because this assignment will involve the transition of customers, the parties to this transaction are filing an application for consent to the partial assignment the International Section 214 authorization held by PRTCommunications, LLC. 2 By executing the “Assignor” portion of the FCC Forms 603 associated with this portion of the transaction, the assignor is certifying to the accuracy of the application and appropriate required certifications as the “Assignor” and “Assignee” in step 1 of the transaction and as the “Transferor” in step 2 of the transaction. By executing the “Assignee” portion of the FCC Forms 603 associated with this portion of the transaction, AT&T is certifying as to the accuracy of the application and appropriate required certifications of the Transferee of step 2 of this transaction. Through submission of this application, the parties also seek Commission approval for the assignment of all pending applications associated with the underlying licenses that are being assigned.

FCC Form 603 Exhibit 1 Page 2 of 6 Under Section 310(d) of the Communications Act of 1934, as amended (the “Act”), a license may be transferred or assigned where the Commission finds “that the public interest, convenience and necessity will be served thereby.”3 This standard involves a balancing process that weighs the potential public interest benefits of the proposed transaction against any potential harm. 4 As demonstrated below, this transaction does not pose any harm and will benefit wireless consumers. In particular, by acquiring control of the spectrum described in Exhibit 2, AT&T will be able to augment its network capacity in order to enhance the scope and depth of services it offers in the affected markets.5 In evaluating assignment and transfer applications under Section 310(d), the Commission focuses on whether the proposed assignee or transferee is qualified to hold Commission licenses. 6 The qualifications of AT&T to hold and control Commission licenses are matters of public record.7 The Commission has properly found that the qualifications of AT&T to hold Commission licenses are well-settled and that there is no reason to re-evaluate them in each proposed transaction. 8 Therefore, there is no question that AT&T possesses the qualifications required to acquire the Piedmont Licenses. 3 47 U.S.C. § 310(d); see Applications of AT&T Inc. and Dobson Communications Corporation For Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 22 FCC Rcd 20295, at ¶ 2 (2007) (“AT&T-Dobson Order”); Applications of Midwest Wireless Holdings, L.L.C. and Alltel Communications, Inc. For Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 21 FCC Rcd 11526, 11535 (2006) (“Alltel-Midwest Order”); Applications of Nextel Communications, Inc. and Sprint Corporation For Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 20 FCC Rcd 13967, 13976 (2005) (“Sprint-Nextel Order”); Applications of Western Wireless Corporation and Alltel Corporation For Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 20 FCC Rcd 13053, 13062 (2005) (“Alltel-Western Order”); Applications of AT&T Wireless Services, Inc. and Cingular Wireless Corp. For Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 19 FCC Rcd 21522, 21542 (2004) (“Cingular-AT&T Wireless Order”); Applications for Consent to the Assignment of Licenses Pursuant to Section 310(d) of the Communications Act from NextWave Personal Communications, Inc., Debtor-in-Possession, to Subsidiaries of Cingular Wireless LLC, Memorandum Opinion and Order, 19 FCC Rcd 2570, 2580 (“Cingular-NextWave Order”). 4 AT&T-Dobson Order at ¶ 10; Alltel-Midwest Order, 21 FCC Rcd at 11535; Sprint-Nextel Order, 20 FCC Rcd at 13976; Alltel-Western Order, 20 FCC Rcd at 13062-63; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21543; Cingular-NextWave Order, 19 FCC Rcd at 2580-81. 5 See, e.g., AT&T-Dobson Order at ¶ 79; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21602; Cingular- NextWave Order, 19 FCC Rcd at 2585; see also Alltel-Midwest Order, 21 FCC Rcd at 11566-68. 6 AT&T-Dobson Order at ¶ 11; Alltel-Midwest Order, 21 FCC Rcd at 11537; Sprint-Nextel Order, 20 FCC Rcd at 13979; Alltel-Western Order, 20 FCC Rcd at 13063; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21546; Cingular-NextWave Order, 19 FCC Rcd at 2581. 7 See, e.g., AT&T-Dobson Order at ¶ 11; AT&T Inc. and BellSouth Corporation Application for Transfer of Control, Memorandum Opinion and Order, 22 FCC Rcd 5662, 5758 (2007) (“AT&T-BellSouth Order”); Cingular- AT&T Wireless Order at 21548-51; Cingular-NextWave Order at 2583 & n.112; Applications of SBC Communications, Inc. and BellSouth Corporation (For Consent to Transfer Control or Assignment of Licenses and Authorizations), Memorandum Opinion and Order, 15 FCC Rcd 25459, 25463-66 (WTB/IB 2000) (“SBC-BellSouth Order”). 8 See, e.g., Application of New Cingular Wireless PCS, LLC and D&E Investments, Inc. For Consent to Assign Lower 700 MHz C Block Licenses, Order, DA 12-232, ¶ 5 (WTB 2012) (“AT&T/D&E Order”) (“No issues

FCC Form 603 Exhibit 1 Page 3 of 6 The Commission has determined that applications that demonstrate on their face that a transaction will yield affirmative public interest benefits and will neither violate the Act or Commission rules, nor frustrate or undermine policies and enforcement of the Act by reducing competition or otherwise,9 do not require extensive review and expenditure of considerable resources by the Commission. 10 This transaction meets this standard and should thus be granted promptly. A. The Proposed Transaction Serves the Public Interest Commission approval of the proposed transaction will promote the public interest. The proposed transaction will enable AT&T to achieve greater operational efficiencies and offer improved, more robust and advanced services to meet the needs of new and existing subscribers.11 Specifically, the additional spectrum will enable AT&T to enter markets where it has heretofore not provided facilities-based service and facilitate the provision of additional products and services to the public in the geographic areas authorized under the Piedmont Licenses. 12 The additional spectrum will be used to deploy AT&T’s 4G network using LTE technology, and, in addition to other authorizations it holds, will increase network capacity to the benefit of all AT&T subscribers. 13 It will also facilitate AT&T’s continued deployment of EDGE and HSDPA/UMTS technologies throughout South Carolina. have been raised in this proceeding with respect to the basic qualifications of the proposed assignee, AT&T, which has previously and repeatedly been found qualified, through its subsidiaries, to hold Commission licenses. We therefore find that there is no reason to re-evaluate the basic qualifications of AT&T.”). 9 See Applications for Consent to the Transfer of Control of Licenses and Section 214 Authorizations from Telecommunications, Inc., Transferor to AT&T Corp., Transferee, Memorandum Opinion and Order, 14 FCC Rcd 3160, 3170 (1999); Ameritech Corp., Transferor, and SBC Communications Inc., Transferee, For Consent to Transfer Control of Corporations Holding Commission Licenses and Lines Pursuant to Sections 214 and 310(d) of the Communications Act and Parts 5, 22, 24, 25, 63, 90, 95 and 101 of the Commission’s Rules, Memorandum Opinion and Order, 14 FCC Rcd 14712, at 14740-42 (1999) (“Ameritech/SBC”). 10 See Ameritech/SBC, 14 FCC Rcd at 14740-42. 11 Transactions that give rise to these results have been found by the Commission to be in the public interest. See AT&T-Dobson Order at ¶¶ 79, 83; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21602-04, 21607; Cingular- NextWave Order, 19 FCC Rcd at 2585; Applications of Northcoast Communications, LLC and Cellco Partnership d/b/a Verizon Wireless For Consent to Assignment of Licenses, Memorandum Opinion and Order, 18 FCC Rcd 6490, 6493 (WTB/CWD 2003) (“VZW-Northcoast Order”). 12 Among other things, the Commission’s public interest calculus takes into consideration the extent to which the transaction will accelerate the “deployment of advanced services” and “affect the quality of communications services or will result in the provision of new or additional services to consumers.” AT&T-Dobson Order at ¶ 12; Alltel-Western Order, 20 FCC Rcd at 13064-65; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21544. 13 The Commission has previously concluded that, in the absence of competitive harm, the acquisition of additional 700 MHz spectrum by AT&T serves the public interest by enabling AT&T to achieve greater efficiencies, enhance existing services, accommodate growth, and facilitate the provision of additional products and services to

FCC Form 603 Exhibit 1 Page 4 of 6 B. The Proposed Transaction Creates No Competitive Harm The proposed transaction will have no adverse competitive effects. It will neither cause an overall aggregation of spectrum that would pose an anticompetitive risk nor reduce actual competition in any meaningful way for a variety of reasons. 14 In particular, the proposed transaction will not cause an aggregation of spectrum that would pose an anticompetitive risk.15 AT&T proposes to acquire spectrum covering all or part of ten counties in five Cellular Market Areas (“CMAs”).16 Post-closing, AT&T’s attributable spectrum total will range from 120 MHz (in one county) to 165 MHz (in one county).17 the public. See AT&T/D&E Order at ¶ 8. See also Application of AT&T Mobility Spectrum LLC and BTA Ventures II, Inc. For Consent To Assign Lower 700 MHz B Block Authorization Call Sign WQJQ779, Order, DA 12-234, ¶ 8 (2012). 14 In evaluating the competitive effects of proposed transactions, the Commission considers the relevant product market and geographic market. With respect to the domestic wireless markets, the Commission has defined the relevant product market as mobile telephony services. See AT&T-Dobson Order at ¶ 17. Spectrum suitable for mobile telephony includes cellular, PCS, SMR and 700 MHz spectrum. Id. at ¶¶ 17, 30. The Commission has also found that 20 megahertz of WCS spectrum are “suitable and available for the provision of mobile telephony/broadband services and should therefore be added to the spectrum screen.” See Applications of AT&T Mobility Spectrum LLC, New Cingular Wireless PCS, LLC, Comcast Corporation, Horizon Wi-Com, LLC, NextWave Wireless, Inc., and San Diego Gas & Electric Company For Consent to Assign and Transfer Licenses, Memorandum Opinion and Order, FCC 12-156, at ¶ 31 (2012) (“AT&T/WCS Licensees Order”). The Commission has further held that, where available, it will include AWS-1 and BRS spectrum in its evaluation of the competitive effects of proposed transactions. 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, FCC 08-258, at ¶¶ 62-70 (Nov. 10, 2008) (“Verizon Wireless-ALLTEL Order”). The Commission has defined the relevant geographic market as the area “within which a customer is most likely to shop for mobile telephony service.” Id. at 25; see also Cingular-AT&T Wireless Order, 19 FCC Rcd at 21563 (“[T]he appropriate definition of the relevant geographic market is neither national, on the one hand, nor as small as a county on the other.”). 15 See AT&T/WCS Licensees Order at n. 94 (“Our modified spectrum screen is triggered where the Applicants would have, on a market-by-market basis: 102 megahertz or more of cellular, PCS, SMR, 700 MHz, and WCS spectrum, where neither BRS nor AWS-1 spectrum is available; 121 megahertz or more of spectrum, where BRS spectrum is available, but AWS-1 spectrum is not available; 132 megahertz or more of spectrum, where AWS-1 spectrum is available, but BRS spectrum is not available; or 151 megahertz or more of spectrum where both AWS-1 and BRS spectrum are available.”). The relevant screen for this transaction is 151 MHz. 16 In Spartanburg County, SC and Union County, SC, AT&T is acquiring 30 MHz of Broadband PCS spectrum in a portion of each county. However, as AT&T already holds and is attributed with this spectrum in the remainder of the respective counties, this transaction does not constitute a spectrum aggregation event in Spartanburg County or Union County. 17 AT&T will exceed the Commission’s spectrum screen by 2 megahertz in Anderson County; by 4 megahertz in Abbeville and Greenwood counties; and by 14 megahertz in Oconee County.

FCC Form 603 Exhibit 1 Page 5 of 6 The fact that AT&T will slightly exceed the spectrum screen in three counties should not serve as a barrier to grant of this transaction. The Commission has previously stated that the spectrum screen is “designed to be conservative and ensure that any markets in which there is potential competitive harm based on spectrum aggregation are identified and subjected to more in-depth analysis.”18 And, as demonstrated clearly below and in Exhibit 4, there will remain significant competition in these markets post-transaction and thus this transaction raises no competitive concerns. The proposed transaction will not reduce actual competition in any meaningful way in these markets. To the contrary, the transaction will “preserv[e] and enhance[e] competition.”19 In fact, the proposed transaction will enhance competition by enabling AT&T to be a more effective competitor, while preserving meaningful competition in the affected markets. Specifically, the transaction will not result in public interest harm in mobile telephony markets “because there will be a continuing presence of multiple other substantial carriers in each overlap market with the capacity to add subscribers and the ability to add capacity.”20 As shown in Exhibit 4, there will continue to be numerous licensed providers (including AT&T) in the affected counties. As a result, this transaction “is unlikely to result in collusive behavior or create ‘unilateral’ market power” on the part of the assignee.21 C. Subscriber Transition As noted above, this transaction involves the transition of subscribers from Piedmont to Newco, an entity that will be controlled by AT&T. Because PRTC is currently in a Joint Operating Agreement with AT&T and its existing network is already integrated with AT&T’s national network, subscriber transition will consist primarily of a billing conversion. In this regard, AT&T expects to create rate plans that will be substantially similar to the existing rate plans for the vast majority of transitioned subscribers. Subscribers on rate plans that are substantially similar to existing rate plans will be able to remain on those plans for the duration of their existing contracts. Subscribers for whom substantially similar rate plans cannot be created will be able to choose a different rate plan offered by AT&T or they will be able to terminate service with no early termination fee. AT&T anticipates that subscriber transition should be completed within six to nine months. III. Conclusion As demonstrated above, AT&T is well-qualified to acquire, control and make beneficial public use of the spectrum proposed to be assigned in this transaction. In addition, as set forth 18 Verizon Wireless-ALLTEL Order at ¶ 54 (emphasis added). 19 AT&T-Dobson Order at ¶ 12; Sprint-Nextel Order, 20 FCC Rcd at 13977; Alltel-Western Order, 20 FCC Rcd at 13064; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21544. 20 See Sprint-Nextel Order, 20 FCC Rcd at 13969. 21 See id.

FCC Form 603 Exhibit 1 Page 6 of 6 above, the proposed transaction will not adversely affect competition. Indeed, grant of this application will promote competition and will otherwise serve the public interest, convenience and necessity. For these reasons, prompt Commission approval of this transaction is warranted.


Document Created: 2014-05-15 16:11:05
Document Modified: 2014-05-15 16:11:05
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