Attachment Public Notice

Public Notice

PUBLIC NOTICE submitted by FCC

DA 06-1245

2006-06-14

This document pretains to ITC-T/C-20060510-00269 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2006051000269_506229

BEFORE THE Federal Communications Commussion WASHINGTON, D.C. In re Applications of No Neme! Nee Nene! Nes Nene! Neme! Nume! Nume! Ner! Nene! Nue! Nume! Num! Ns VERIZON COMMUNICATIONS INC., Transferor, and AMERICA MOVIL, S.A. DE CV., WT Docket No. Transferee, for Consent to the Transfer of Control of Entities Holding Commission Licenses and Authorizations Pursuant to Sections 214 and 310(d) of the Communications Act OvVERVIEW OF TRANSACTION/ PETITION FOR DECLARATORY RULING/ REQUEST FOR PROCEDURAL CONSIDERATIONS Michael E. Glover Alejandro Cantu Jiménez, Karen Zacharia General Counsel Leslie V. Owsley AMERICA MOVIL, S.A. DE C.V. VERIZON Lago Alberto 366 1515 Courthouse Road Torre 1, Piso 2 Arlington, VA 22201 Colonia Anahuac 703—351—3193 11320 Mexico, D.F. 011—52—525—703—3990 Nancy J. Victory WILEY REIN & FIELDODING LLP Philip L. Verveer 1776 K Street, NW. Michael G. Jones Washington, DC 20006 Daniel K. Alvarez* 202—719—7344 WILLKIE FARR & GALLAGHER LLP 1875 K Street, NW. Attorneys for Washington, DC 20006 VERIZON 202—303—1000 Attorneys for AMERICA MOVIL, S.A. DE C.V. May 9, 2006 *Admitted to Practice in Virginia

América Movil/Verizon Application for Transfer of Control Overview of Transaction/Requests for Waiver & Procedural Considerations TABLE OF CONTENTS Page INTRODUCTION .220202202022222298srsverrerrrstrrrsstrrrrestrrerserrsvrirrrrerstrersertrrerrsrrressresrrreerrrrsrr is iess ree, 1 IL. OVERVIEW OF THE TRANSACTION. 12222220222222222222¥e¥sreverrrrrrrerrrrrrerrreree ts i se en rrrsrrer se e en es 2 A. DesCcription Of ThE TTAMS&CHOM.......22.0200220022022er¥ssrerrrrsverav es se s is rrerrrereer ie re es n rrernees 2 B. DeSCripti0N Of ThE PATH@S...........2220220202e es eererrerrer s errerrrrer e rerrerererrrsirrrcreerrerrerrsrasereees4 1. AMELMC@ MOVII. ..2222.02222022ee¥ e e rerrerrrerrerreesrerrrerrerrrerrersretrrecsirsrecsersrrcrrrsrrrereees 4 2. VETIZOM.ssssss es e e e es reevervev en rerv en rrrveserrrrerrrerrer e rerrrrrrrrerrer ie rrrr es e rer e ie ereererrrrrrer e ees 5 3. Telecomunicaciones d8 PUELtO RiGO, IMG. ...............0220020eeerrerrerrerrerrrreerr ce 5 C. AppliC@ti0ONS BEIMNG FiI@Q. ........2...02000202ee es evevvr se rerrerverrerrer e rerrererrrrrrrrerrersrrrearrrrrser ies 5 III. PETITION FOR DECLARATORY RULING UNDER SECTION 310(B)(4). ................. 6 IV. REQUEST FOR PROCEDURAL CONSIDERATIONS. .1.2202.222000000000mmrerevr mm vr es es 11 A. Request For Approval Of Additional AUthOfMIZ@tiONS. .....................ccee e e 11 B. Exemption fFOM CUt—Off RUIG@S. ...2.0..2.0000200 es es e e e e rv e rrrrrerrer en rrerearr es e rerrec en r esn ers 12 C. |Opteoaitereei setoli e 13 D. URJUSt EATCRINENE. 122.22.222222200000 00e e es erver e e rerrrrererrr en verrerrererrre s in s ts is rerre se en re ie snn ee en es 13 ooylonb (o) e 14

BEFORE THE Federal Communications Commussion WASHINGTON, D.C. In re Applications of o Ne Nn Nune! Nn Nene! Nes Nune! Nune! Nund! Nune! Ne Neue! Neue! Nes VERIZON COMMUNICATIONS INC., Transferor, and AMERICA MOVIL, S.A. DE C.V., WT Docket No. Transferee, for Consent to the Transfer of Control of Entities Holding Commission Licenses and Authorizations Pursuant to Sections 214 and 310(d) of the Communications Act OVERVIEW OF TRANSACTION/ PETITION FOR DECLARATORY RULING/ REQUEST PROCEDURAL CONSIDERATIONS 1. INTRODUCTION América Movil, S.A. de C.V. ("América Movil") and Verizon Communications Inc. ("Verizon") (all parties collectively, the "Applicants"), hereby request Commission consent pursuant to Sections 214 and 310(d) of the Communications Act of 1934, as amended (the "Act),‘ to consummate a transaction that will result in the sale of the issued and outstanding shares of common stock of Telecomunicaciones de Puerto Rico, Inc. ("TELPRI") controlled by Verizon and certain other stockholders of TELPRI to América Movil. For the reasons stated in the attached Public Interest Statement and in the respective applications to transfer control of 1 47 U.S.C. §§ 214, 310(d).

América Movil/Verizon Application for Transfer of Control Overview of Transaction/Requests for Waiver & Procedural Considerations certain Commission licenses and authorizations (the "Applications"), the transaction is in the public interest and the Applications therefore should be granted unconditionally. IL. OVERVIEW OF THE TRANSACTION, A. Description Of The Transaction. On April 2, 2006, Sercotel, S.A. de C.V. ("Sercotel"), a corporation organized under the laws of Mexico and a subsidiary of América Movil, and GTE Holdings (Puerto Rico) LLC ("GTE Holdings"), a wholly owned subsidiary of Verizon, entered into a Stock Purchase Agreement, pursuant to which Sercotel agreed to purchase from GTE Holdings all of the issued and outstanding shares of common stock of TELPRI owned by it, representing approximately 52 percent of the issued and outstanding shares of common stock of TELPRI. In exchange for each share of common stock purchased by Sercotel, Sercotel has agreed to pay to GTE Holdings $72.13567 in cash, representing an aggregate purchase price for all of the shares of TELPRI common stock owned by GTE Holdings of approximately $938 million, which purchase price is subject to adjustment on the terms set forth in the Stock Purchase Agreement. In addition, under the terms of certain existing agreements to which GTE Holdings is a party, the other TELPRI stockholders have a right (or, in the case of one TELPRI stockholder, will be offered the opportunity) to participate in the proposed transaction with respect to all of the shares of TELPRI common stock owned by them. The Stock Purchase Agreement requires that Sercotel purchase any and all shares of TELPRI common stock that the other TELPRI stockholders elect to include in the transaction, without any reduction in the number of shares purchased by Sercotel from GTE Holdings." * América Movil may elect to have Sercotel purchase the shares directly or through a wholly—owned subsidiary of Sercotel. As this change would not result in a substantive

América Movil/Verizon Application for Transfer of Control Overview of Transaction/Requests for Waiver & Procedural Considerations On May 4, 2006, Popular, Inc., a TELPRI stockholder, agreed to sell to Sercotel all of the issued and outstanding shares of common stock of TELPRI owned by it, representing approximately 13 percent of the issued and outstanding shares of common stock of TELPRI. If the other stockholders of TELPRI elect to sell all of their shares of TELPRI common stock to Sercotel, Sercotel will acquire 100 percent of the issued and outstanding shares of common stock of TELPRI. In all cases, however, Sercotel will acquire at least 65 percent of the issued and outstanding shares of common stock of TELPRI, representing the percentage ownership of TELPRI that GTE Holdings and Popular, Inc. have agreed to sell to Sercotel. Following the consummation of the transaction, TELPRI will continue to own the stock of its subsidiaries and TELPRI‘s subsidiaries will continue to hold all of the FCC authorizations that they hold prior to the transaction. As such, the transaction does not involve any assignment of licenses and authorizations held by TELPRI‘s subsidiaries, or any change in the licensees that hold such licenses and authorizations, and those companies will continue to provide service to the public. Similarly, the transaction will not result in any assignment of other existing licenses and authorizations held by América Movil, Verizon, or any of their other subsidiaries not involved in this transaction, or any change in the licensees that hold such licenses and authorizations. Those companies also will continue to provide service to the public, In addition to FCC approval, the transaction is subject to notification to and/or review by other governmental agencies, including review by the Department of Justice pursuant to the Hart—Scott—Rodino Antitrust Improvements Act of 1976, 15 U.S.C. § 18(a), and the rules change of ownership or ultimate control of PRT, América Movil will advise the Commission of the ownership structure it elects to use at the time it files its notice of consummation.

América Movil/Verizon Application for Transfer of Control Overview of Transaction/Requests for Waiver & Procedural Considerations promulgated thereunder. The parties intend to notify the Committee on Foreign Investment in the United States pursuant to the Exon—Florio Amendment to the Defense Production Act of 1950, as amended, 50 U.S.C. § 2170, and the rules promulgated thereunder. The parties intend to consummate the transaction as promptly as possible after the necessary FCC and other regulatory approvals have been received and certain other pre—conditions set forth in the Stock Purchase Agreement have been satisfied. In addition, the transaction is subject to notification to the Telecommunications Regulatory Board of Puerto Rico. B. Description Of The Parties. 1. América Movil. América Movil is one of the leading providers of telecommunications services in the Americas. América Movil was formed in 2000 as a spin—off from Teléfonos de México, S.A. de C.V. ("Telmex"), and has since grown into one of the largest telecommunications service providers in the world. Through subsidiaries in fourteen countries, América Movil provides telecommunications services to over 102 million subscribers. Most of its operations —— some 100 million subscribers —— are in the wireless business. In addition, América Movil operates wireline service providers in Guatemala, El Salvador, and Nicaragua, serving more than 2 million consumers in those three countries. América Movil has substantial business operations throughout North, Central, and South America. Its largest business remains its wireless operation in Mexico, where it offers wireless services under the Telcel brand and has approximately 37.6 million wireless subscribers. In addition, América Movil has an indirect controlling interest in TracFone Wireless, Inc. ("TracFone"), a prepaid wireless provider in the United States (including Puerto Rico). As of March 2006, TracFone had 6.9 million prepaid wireless subscribers throughout the United States.


Document Created: 2006-06-14 13:49:09
Document Modified: 2006-06-14 13:49:09
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC