Attachment Attachments 1-3

This document pretains to ITC-ASG-INTR2019-00073 for Assignment on a International Telecommunications filing.


                                             ATTACHMENT 1

                        NOTIFICATION OF PRO FORMA TRANSACTIONS

       Pursuant to Section 214 of the Communications Act of 1934, as amended, and Section
64.24(f) of the Commission’s rules, 1 Verizon Communications Inc. (“Verizon”) notifies the
Commission of an internal restructuring involving certain indirect subsidiaries of Verizon that
occurred on December 31, 2018.2 The restructuring eliminated or relocated multiple companies in
the Verizon ownership chain, which resulted in the pro forma assignment or transfer of control of
various FCC licensees and licenses, including certain international Section 214 authorizations.

Answer to Question 10 (Section 63.18(c)-(d))

       All communications in connection with this notification should be directed to the
following:

Katharine Saunders                             Jennifer L. Kostyu
Managing Associate General Counsel             Wilkinson Barker Knauer, LLP
Verizon Communications Inc.                    1800 M Street, N.W., Suite 800N
1300 I Street, N.W., Suite 500E                Washington, D.C. 20036
Washington, D.C. 20005                         Phone: 202.783.4141
Phone: 202.515.2462                            Fax: 202.783.5851
katharine.saunders@verizon.com                 jkostyu@wbklaw.com

        Verizon, a Delaware corporation, does not hold any international Section 214
authorizations but does directly or indirectly control subsidiaries that hold such authorizations to
provide international switched resale services and global or limited global facilities-based and
resale services. The international Section 214 authorizations that were impacted by the internal
restructuring are listed in Attachment 2.

Answer to Question 11 (Section 63.18(h))

        Verizon is a publicly traded and widely held company, and no person or entity holds a
direct or indirect 10 percent or greater ownership interest in Verizon. Verizon’s address is One
Verizon Way, Basking Ridge, New Jersey 07920. Verizon’s principal business is the provision of
communications services.

Answer to Question 13

       Verizon effectuated an internal restructuring involving certain indirect subsidiaries of
Verizon on December 31, 2018. The restructuring eliminated or relocated multiple companies in

1
    47 U.S.C. § 214; 47 C.F.R. § 64.24(f).
2
 Prior to the closing of the transaction, Verizon applied for and received consent to the pro forma transfer
of control of a non-common carrier radio license impacted by the transaction. See ULS File No.
0008447079. Notifications also are being filed concurrently with the Wireless Telecommunications Bureau
with regard to the common carrier radio licenses impacted by the transaction.

                                                     1


the Verizon ownership chain, which resulted in the pro forma assignment or transfer of control of
various FCC licenses, authorizations, and spectrum leases within Verizon. Verizon, both before
and after the restructuring, indirectly controlled such licenses, authorizations, and spectrum leases.
Specifically, the following pro forma transactions took place on December 31, 2018:

1. The following wholly-owned direct or indirect subsidiaries of Cellco Partnership (“Cellco”)
   were eliminated by merger or through the distribution of ownership interests to Cellco, and
   their FCC licenses and leases were assigned on a pro forma basis to Cellco:

           Dallas MTA, L.P.
           Illinois SMSA Limited Partnership
           Lafayette Cellular Telephone Company
           New Par
           San Antonio MTA, L.P.
           Verizon Wireless Personal Communications LP
           Verizon Wireless Tennessee Partnership

   Certain entities listed above held direct ownership interests in other FCC licensees. Those
   ownership interests also were assigned to Cellco, resulting in the pro forma transfer of control
   of the following entities:

           GTE Mobilnet of South Texas Limited Partnership
           GTE Mobilnet of Texas RSA #17 Limited Partnership
           Illinois RSA 6 and 7 Limited Partnership
           Muskegon Cellular Partnership
           Springfield Cellular Telephone Company

   In addition, the ownership interests in Verizon Wireless Texas, LLC (“Verizon Texas”) were
   assigned from Verizon Wireless Personal Communications LP to Verizon Wireless (VAW)
   LLC (“VAW”), resulting in the pro forma transfer of control of Verizon Texas.

2. The following wholly-owned direct or indirect subsidiaries of Alltel Corporation (“Alltel”)
   were eliminated by merger, and their FCC licenses and leases were assigned on a pro forma
   basis to Alltel:

           Alltel Communications, LLC
           Alltel Communications of Mississippi RSA #2, Inc.
           Alltel Communications of Nebraska LLC
           Alltel Communications Southwest Holdings, Inc.
           Alltel Communications Wireless, Inc.
           Alltel Communications Wireless of Louisiana, Inc.
           WWC Texas RSA LLC




                                                  2


    Certain entities listed above held direct ownership interests in other FCC licensees. Those
    ownership interests also were assigned to Alltel, resulting in the pro forma transfer of control
    of the following entities: 3

            Alltel Communications of Arkansas RSA #12 Cellular Limited Partnership
            Alltel Communications of LaCrosse Limited Partnership
            Alltel Communications of North Carolina Limited Partnership
            Charleston-North Charleston MSA Limited Partnership
            Jackson Cellular Telephone Co., Inc.
            Missouri RSA 2 Limited Partnership
            Missouri RSA 4 Limited Partnership
            Omaha Cellular Telephone Company
            Pascagoula Cellular Partnership
            Petersburg Cellular Partnership
            Pittsfield Cellular Telephone Company
            Texas RSA #11B Limited Partnership
            Tyler/Longview/Marshall MSA Limited Partnership
            Wisconsin RSA No. 8 Limited Partnership
            Wisconsin RSA #1 Limited Partnership
            Wisconsin RSA #2 Partnership
            Wisconsin RSA #6 Partnership LLP

3. In connection with the partial redemption of Verizon Americas Inc.’s (“VAI”) ownership
   interest in Cellco, Cellco caused VAW to distribute 100 percent of the stock of AirTouch
   Cellular Inc. (“AirTouch”) to Cellco, which immediately thereafter distributed the stock to
   VAI, resulting in the pro forma transfer of control of AirTouch. This, in turn, also resulted in
   the pro forma transfer of control of the following FCC licensees in which AirTouch holds a
   direct ownership interest:

            Alltel Corporation
            Los Angeles SMSA Limited Partnership
            Modoc RSA Limited Partnership
            Rural Cellular Corporation
            Sacramento Valley Limited Partnership

        Attachment 3 includes charts showing the ownership of the affected FCC licensees before
and after the pro forma transactions described above. 4


3
 Certain subsidiaries of Alltel that were eliminated as a result of the reorganization held general
partnership interests in other FCC licensees. Post-closing, these ownership interests are held by Alltel.
However, Verizon is not submitting pro forma filings for such entities because they are controlled and
managed by unaffiliated third parties (i.e., not Verizon).
4
 The licensees and authorizations referenced in these notifications are intended to be complete and include
all licensees and authorizations affected by the internal reorganization. Verizon, however, requests that
FCC acceptance of the pro forma transfer or assignment notifications include any licensees and
authorizations that may have been inadvertently omitted.

                                                      3


        Because internal restructuring did not change the ultimate control of any license, licensee,
or lessee – Verizon will continue to control all of these licenses post-closing – the transactions
described above were pro forma in nature. 5 The FCC has stated that, in situations “where no
substantial change of control will result from the transfer or assignment, grant of the application is
deemed presumptively in the public interest.” 6




5
 Communications Bar Ass’ns Petition for Forbearance from Section 310(d) of the Communications Act
Regarding Non-Substantial Assignments of Wireless Licenses & Transfers of Control Involving Telecomms.
Carriers, Memorandum Opinion and Order, 13 FCC Rcd. 6293, 6299, ¶ 8 (1998) (concluding that a
“corporate reorganization which involves no substantial change in the beneficial ownership of the
corporation” is pro forma in nature).
6
  Id. at 6295, ¶ 2. See also 1998 Biennial Review – Review of International Common Carrier Regulations,
Report and Order, 14 FCC Rcd 4909, ¶ 42 (1999) (finding 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.”).

                                                      4


                                           ATTACHMENT 2

            INTERNATIONAL SECTION 214 AUTHORIZATIONS AFFECTED
                      BY THE PRO FORMA TRANSACTIONS


The following international Section 214 authorizations were assigned on a pro forma basis:

             Assignor                          Assignee                   Section 214 Authorization
      San Antonio MTA, L.P.               Cellco Partnership              ITC-214-20101005-00392
     Verizon Wireless Personal            Cellco Partnership              ITC-214-20101005-00391
       Communications LP                                                  ITC-214-19961118-00579
                                                                          ITC-214-19961004-00492
    Alltel Communications, LLC            Alltel Corporation              ITC-214-20010427-00254
                                                                          ITC-214-19990224-00111
                                                                          ITC-214-19960404-00138
                                                                          ITC-214-19970219-00097
                                                                          ITC-214-20050819-00333
                                                                          ITC-214-20050819-00334


The following international Section 214 authorizations were subject to a pro forma transfer of
control: 7

                             Licensee                      Section 214 Authorization
                  GTE Mobilnet of South Texas              ITC-214-19931105-00203
                      Limited Partnership
                GTE Mobilnet of Texas RSA #17              ITC-214-19940210-00064
                     Limited Partnership
                      AirTouch Cellular Inc.               ITC-214-19940210-00065
                    Rural Cellular Corporation             ITC-214-19980401-00220
                                                           ITC-214-19940224-00114
                   Sacramento Valley Limited               ITC-214-20010507-00290
                          Partnership




7
  Because ultimate ownership of these international Section 214 authorizations will not change as a result of
this transaction, Verizon has been designated as both the transferor and the transferee for the instant pro
forma transfer notifications.

                                                     1


               ATTACHMENT 3

PRE- AND POST-CLOSING ORGANIZATIONAL CHARTS




                     1


                                                                                                                                              Pre-Restructuring
                                                                   Verizon Communications Inc.                                                Ownership - Part 1
                                                                                                                                                 (simplified)

                                                                   Bell Atlantic Mobile Systems
                                    GTE Wireless LLC                                                                Verizon Americas Inc.
                                                                                 LLC

                                                       31.17%           22.76%                                   36.07%


                                                                        Cellco Partnership                      GTE Wireless of the Midwest
                                                                                                     10%               Incorporated




                                                                   Verizon Wireless (VAW) LLC




                                                                      AirTouch Cellular Inc.
                                   See Page 2


                                                                        Alltel Corporation                   Misc. FCC Licensees




                                                                   Alltel Communications, LLC




     Misc. FCC Licensees                Alltel Communications of     ALLTEL Communications                  Alltel Communications                     WWC Texas RSA LLC
                                               Nebraska LLC          Southwest Holdings, Inc.                    Wireless, Inc.



                                          Misc. FCC Licensees                                               Alltel Communications              Alltel Communications of
                                                                               Misc. FCC Licensees
                                                                                                           Wireless of Louisiana, Inc.          Mississippi RSA #2, Inc.
 All interests are 100%
 unless otherwise noted.
                                                                                                               Misc. FCC Licensees
Pro forma assignment notifications are represented by the boxes
shaded in blue. Pro forma transfer of control notifications are
represented by the boxes shaded in pink.
                                                                                                                                                                           Page 1


                                                                                                                                                                         Pre-Restructuring
                                                                                    Verizon Communications Inc.                                                         Ownership – Part 2
                                                                                                                                                                            (simplified)

                                                                                    Bell Atlantic Mobile Systems
                                       GTE Wireless LLC                                                                                      Verizon Americas Inc.
                                                                                                  LLC

                                                          31.17%                           22.76%                                          36.07%


                                                                                          Cellco Partnership                              GTE Wireless of the Midwest
                                                                                                                           10%                   Incorporated


                                   74.4% GP
                                   14.5% LP                                                                                                                                                  99% GP

                                        Illinois SMSA Limited          1.1% LP                                                                                               Verizon Wireless Tennessee
                                                                                     Verizon Wireless (VAW) LLC               Verizon Wireless South Area       1% GP
                                              Partnership                                                                                 LLC                                        Partnership

                                   various %

                                        Misc. FCC Licensees                                               1% GP
                                                                                         99% LP
                                                                                                                                                                                      See Page 1
   26.3%                                          73.7%                              Verizon Wireless Personal
                      New Par                                                           Communications LP

               various %

                 Misc. FCC Licensees
                                                                          95%

                                             5%           Lafayette Cellular Telephone
                                                                                                                           Verizon Wireless Texas, LLC
                                                                   Company


                                                                                                                                  1% GP                              1% GP              90% LP*
                                                                                                           84% LP*
                                                                                                                                 Dallas MTA, L.P.                         San Antonio MTA, L.P.

                                                                                                                             various %                                    various %

All interests are 100%                                                                                                         Misc. FCC Licensees                           Misc. FCC Licensees
unless otherwise noted

Pro forma assignment notifications are represented by the boxes
shaded in blue. Pro forma transfer of control notifications are
represented by the boxes shaded in pink.                                                                           * Remaining LP interests held by
                                                                                                                   Verizon Wireless (VAW) LLC                                                       Page 2


                                                                                                                                                  Post-Restructuring
                                                                    Verizon Communications Inc.                                                      Ownership
                                                                                                                                                     (simplified)

                                                                    Bell Atlantic Mobile Systems
                         GTE Wireless LLC                                                                              Verizon Americas Inc.
                                                                                  LLC

                                            32.35%                        23.63%                                     33.64%


                                                                         Cellco Partnership                         GTE Wireless of the Midwest
                                                                                                         10.38%            Incorporated




                                                                                          various %

                                                 Verizon Wireless (VAW) LLC                   Misc. FCC Licensees                                 AirTouch Cellular Inc.




                                                 Verizon Wireless Texas ,LLC
                                                                                                                                                             various %


                                                                                                                       Alltel Corporation                      Misc. FCC Licensees

                                                                                                                     various %


                                                                                                                      Misc. FCC Licensees




All interests are 100%
unless otherwise noted                                                                                                                                                         Page 3



Document Created: 2019-01-28 08:48:17
Document Modified: 2019-01-28 08:48:17

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