Attachment Attachment

This document pretains to ITC-T/C-20160727-00204 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016072700204_1144809

                                                               Notification of Pro Forma Transfer
                                                                                  Attachments 1-3

                     ATTACHMENT 1 TO FCC ELECTRONIC FORM
                          Notification of Pro Forma Transfer


         Pursuant to Section 214 of the Communications Act of 1934, as amended, (“the Act”), 47
U.S.C. § 214, and Section 63.24(f) of the Commission’s rules, 47 C.F.R. § 63.24(f), Verizon
Communications Inc. (“Verizon”) notifies the Federal Communications Commission
(“Commission” or “FCC”) of the pro forma transfer of control of international Section 214
authorizations held by licensees in which Verizon holds an interest as part of an internal
corporate restructuring involving indirect wholly owned subsidiaries of Verizon. As discussed
below, the restructuring converted two holding companies in the Verizon ownership chain from
corporations to LLCs, resulting in the transfer of control of certain international Section 214
authorizations. Specifically, GTE Corporation and GTE Wireless Inc. were converted to limited
liability companies. Attached hereto as Attachment 3 are charts showing the indirect ownership
of the affected licensees before and after the transaction; the ownership charts are identical
except for the LLC designations of the two entities. The transaction did not change the ultimate
ownership or control of the international Section 214 authorizations at issue and was, therefore,
pro forma in nature. This transaction was completed on June 29, 2016.1


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

        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 notification.

       Contact Information:

               Katharine Saunders
               VERIZON
               1320 North Courthouse Road
               Ninth Floor
               Arlington, VA 22201
               Tel: 703-351-3097
               katharine.saunders@verizon.com

   1
        Prior to the closing of the transaction, Verizon applied for and received consent to the pro
forma transfer of non-common carrier radio licenses and experimental authorizations. See
Wireless Telecommunications Bureau, Assignment of License Authorization Applications,
Transfer of Control of Licensee Applications, De Facto Transfer Lease Applications and
Spectrum Manager Lease Notifications, Designated Entity Reportable Eligibility Event
Applications, and Designated Entity Annual Reports Action, Public Notice, Report Number
11416, File Nos. 0007247360, 0007247386 (May 25, 2016); File No. 0013-EX-TU-2016
(granted May 11, 2016). Notification is concurrently being filed with the Wireless
Telecommunications Bureau with regard to the common carrier radio licenses impacted by the
transaction. See ULS File No. 0007349849.


                                                                Notification of Pro Forma Transfer
                                                                                   Attachments 1-3


       with a copy to:

               Nancy J. Victory
               Wiley Rein LLP
               1776 K Street, N.W.
               Washington, DC 20006
               Tel: 202-719-7344
               Fax: 202-719-7049
               nvictory@wileyrein.com

       Place of Formation:

       Verizon is a Delaware corporation.

       International Section 214 Authority:

         The Transferee, Verizon, does not hold any international Section 214 authorizations. A
list of entities holding Section 214 authorizations that are the subject of this pro forma transfer
notification is provided in Attachment 2.

Answer to Question 11 - Section 63.18(h):

       Verizon is a publicly traded company with no person or entity known to own ten percent
or more of the company’s outstanding stock.

Answer to Question 13:

         Verizon hereby notifies the Commission of the pro forma transfer of international
Section 214 authorizations that Verizon holds an indirect interest in as part of an internal
corporate restructuring. The restructuring converted two holding companies in the Verizon
ownership chain from corporations to LLCs, resulting in the transfer of control of certain
international Section 214 authorizations. Specifically, GTE Corporation and GTE Wireless Inc.
were converted to limited liability companies. Attached hereto as Attachment 3 are charts
showing the indirect ownership of the affected licensees before and after the transaction; the
ownership charts are identical except for the LLC designations of the two entities. The
transaction was completed on June 29, 2016.

        The transfers at issue are pro forma because the restructuring did not change the ultimate
control of any license or licensee (Verizon’s ultimate interest in the licensee remains the same).2

   2
       47 C.F.R. § 63.24(d); see also In re Fed. Communications Bar Ass’n’s 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) (“FCBA Forbearance
Order”) (“corporate reorganization which involves no substantial change in the beneficial
ownership of the corporation” is pro forma in nature).

                                                  2


                                                               Notification of Pro Forma Transfer
                                                                                  Attachments 1-3

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.”3




   3
       1998 Biennial Review – Review of International Common Carrier Regulations, Report
and Order, 14 FCC Rcd 4909, ¶ 42 (1999).

                                                 3


                                                           Notification of Pro Forma Transfer
                                                                              Attachments 1-3

                                    ATTACHMENT 2
              Section 214 Authorization Holders Affected by the Transaction4

                              AUTHORIZATION HOLDERS
                     Airtouch Cellular
                     Alltel Communications, LLC
                     California RSA No. 4 LP
                     Cellco Partnership
                     Fresno MSA LP
                     GTE Mobilnet of California LP
                     GTE Mobilnet of Fort Wayne LP
                     GTE Mobilnet of Indiana LP
                     GTE Mobilnet of Indiana RSA #3 LP
                     GTE Mobilnet of Indiana RSA #6 LP
                     GTE Mobilnet of South Texas LP
                     GTE Mobilnet of Terre Haute LP
                     GTE Mobilnet of Texas RSA #17 LP
                     GTE Wireless of the Midwest Incorporated
                     Indiana RSA #1 LP
                     Iowa RSA 5 LP
                     Iowa RSA No. 4 LP
                     Kentucky RSA No. 1 Partnership
                     New Mexico RSA 6-1 Partnership
                     Northwest Missouri Cellular Limited Partnership
                     New Mexico RSA No. 5 LP
                     Rural Cellular Corporation
                     Sacramento Valley LP
                     San Antonio MTA, LP
                     Tuscaloosa Cellular Partnership
                     Upstate Cellular Network
                     Verizon Hawaii International Inc.
                     Verizon Select Services Inc.
                     Verizon South Inc.
                     Verizon Wireless Personal Communications LP
                     Virginia RSA 5 LP




   4
       This list of Section 214 authorization holders that are affected by the internal
reorganization as of the date of consummation is intended to be complete. However, Verizon
requests that Commission acceptance of the pro forma transfer notifications include any
authorizations that may have been inadvertently omitted.

                                              4


    Pre-Restructuring Ownership                                                                                                                                    ATTACHMENT 3

                                                                                      Verizon Communications Inc.


                                                                                                          100% direct and
                                                                                                             indirect


                                                                                            GTE Corporation




                                                                                                 GTE Wireless
                                                             Verizon Hawaii                      Incorporated        Verizon Select          Verizon Corporate
                               Verizon South Inc.
                                                              International                                           Services Inc.          Services Group Inc.




                                                                                                                               30.8385% GP



                                                                     Verizon Data Services LLC                     Cellco Partnership




Notes:
   All interests are 100% unless otherwise noted
   Dotted lines indicate indirect interests
   Companies holding FCC licenses affected by this transaction are
   presented as diamonds
   Certain intermediate holding companies not directly impacted by
   this transaction have been omitted                                                                             Misc. FCC Licensees


    Post-Restructuring Ownership                                                                                                                                  ATTACHMENT 3

                                                                                      Verizon Communications Inc.


                                                                                                       100% direct and
                                                                                                          indirect


                                                                                                 GTE LLC




                                                             Verizon Hawaii                 GTE Wireless LLC        Verizon Select          Verizon Corporate
                               Verizon South Inc.
                                                              International                                          Services Inc.          Services Group Inc.




                                                                                                                              30.8385% GP



                                                                     Verizon Data Services LLC                  Cellco Partnership




Notes:
   All interests are 100% unless otherwise noted
   Dotted lines indicate indirect interests
   Companies holding FCC licenses affected by this transaction are
   presented as diamonds
   Certain intermediate holding companies not directly impacted by
   this transaction have been omitted                                                                          Misc. FCC Licensees



Document Created: 2016-07-26 13:23:00
Document Modified: 2016-07-26 13:23:00

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