Attachment Attachment

This document pretains to ITC-T/C-20161027-00302 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016102700302_1157230

Notification of Pro Forma Transfer 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 as part of an internal corporate restructuring involving indirect subsidiaries of Verizon. As discussed below, the restructuring eliminated or relocated several entities in the Verizon ownership chain, resulting in the transfer of control of certain international Section 214 authorizations. 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 September 30, 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 with a copy to: Colleen King Wiley Rein LLP 1776 K Street, N.W. Washington, DC 20006 Tel: 202-719-7307 1 Prior to the closing of the transaction, Verizon applied for and received consent to the pro forma transfer of the experimental authorization held by Cellco Partnership. See File No. 0024- EX-TU-2016 (granted Sept. 13, 2016). Notification is concurrently being filed regarding the assignment of an international Section 214 authorization and the assignment or transfer of control of several common carrier radio licenses and leases held by subsidiaries of Verizon. See ULS File No. 0007508550.

Notification of Pro Forma Transfer Fax: 202-719-7049 cking@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 attached hereto. 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: This is one of a series of notifications to the FCC to report the closing of a transaction that effected the pro forma transfer of control or assignment of various FCC authorizations as part of a planned internal restructuring involving indirect subsidiaries of Verizon. Specifically, the restructuring eliminated or relocated several entities in the Verizon ownership chain, resulting in the transfer of control or assignment of certain FCC licenses, authorizations, and spectrum leases from and to subsidiaries of Verizon. The following steps took place on September 30, 2016: Dissolution of Verizon Americas Holdings Inc.  Verizon Americas Holdings Inc. merged with and into Verizon Americas Finance 1 Inc. Restructuring of Cellco Entities  Cellco Partnership (“Cellco”) contributed its 17.72% LP interest in Vermont RSA Limited Partnership to Bell Atlantic Mobile Systems of Allentown, Inc.  Cellco contributed its 99% GP interest in NYNEX Mobile Limited Partnership 1 to Bell Atlantic Mobile Systems of Allentown, Inc. Following the contribution, NYNEX Mobile Limited Partnership 1 and Vermont RSA Limited Partnership were dissolved by operation of law.  Cellco contributed its 99% GP interest in Portland Cellular Partnership to Bell Atlantic Mobile Systems of Allentown, Inc. Following the contribution, Portland Cellular Partnership was dissolved by operation of law.  Cellco contributed its 54% GP interest in NYNEX Mobile Limited Partnership 2 to Bell Atlantic Mobile Systems of Allentown, Inc. Following the contribution, NYNEX Mobile Limited Partnership 2 was dissolved by operation of law. 2

Notification of Pro Forma Transfer  Cellco contributed its 88% GP interest in Upstate Cellular Network to Bell Atlantic Mobile Systems of Allentown, Inc. Following the contribution, Upstate Cellular Network was dissolved by operation of law.  Cellco contributed its 55% GP interest in New York RSA No. 3 Cellular Partnership to Bell Atlantic Mobile Systems of Allentown, Inc. Following the contribution, New York RSA No. 3 Cellular Partnership and its subsidiaries, Syracuse SMSA Limited Partnership and Bell Atlantic Mobile of Rochester, L.P., were dissolved by operation of law.  Cellco contributed its 35% LP interest in Binghamton MSA Limited Partnership to Bell Atlantic Mobile Systems of Allentown, Inc.  UCN Subsidiary One, Inc. liquidated into Bell Atlantic Mobile Systems of Allentown, Inc. Following the liquidation, NYNEX Mobile of New York, L.P. and Binghamton MSA Limited Partnership were dissolved by operation of law.  Cellco contributed its 61.53% LP interest in Pennsylvania 3 Sector 2 Limited Partnership to Bell Atlantic Mobile Systems of Allentown, Inc. Following the contribution, Pennsylvania 3 Sector 2 Limited Partnership was dissolved by operation of law.  Cellco contributed its 50% LP interest in Pennsylvania 4 Sector 2 Limited Partnership to Bell Atlantic Mobile Systems of Allentown, Inc. Following the contribution, Pennsylvania 4 Sector 2 Limited Partnership was dissolved by operation of law.  Cellco contributed its 15% LP interest in Dubuque MSA Limited Partnership, its 5.9039% LP interest in Waterloo MSA Limited Partnership, and its 99.8% LP interest in Southwestco Wireless L.P. to Southwestco Wireless, Inc. Following the contribution, Dubuque MSA Limited Partnership, Waterloo MSA Limited Partnership, and Southwestco Wireless L.P. were dissolved by operation of law. Distribution of Bell Atlantic and GTE Entities  Cellco distributed (a) the stock of Bell Atlantic Cellular Consulting Group, Inc., Southwestco Wireless, Inc., Bell Atlantic Mobile Systems of Allentown, Inc., and Bell Atlantic Mobile of Asheville, Inc. to Bell Atlantic Mobile Systems LLC in partial redemption of Bell Atlantic Mobile Systems LLC’s interest in Cellco, and (b) the stock of VZW Corp., Pinnacles Cellular, Inc., and GTE Wireless of the Midwest Incorporated to GTE Wireless LLC in partial redemption of GTE Wireless LLC’s interest in Cellco. Attached hereto are charts showing the ownership of the affected FCC licensees before and after the transactions. For the Commission’s convenience, separate charts are provided to show the different portions of the transaction: Exhibits 1A and 1B provide before and after charts of the dissolution of Verizon Americas Holdings Inc.; Exhibits 2A and 2B provide before and after charts of the restructuring of Cellco entities; and Exhibits 3A and 3B provide before and after 3

Notification of Pro Forma Transfer charts of the distribution of Bell Atlantic and GTE entities. Also attached hereto is a list of affected licensee subsidiaries.2 Because the restructuring did not change the ultimate control of any license or licensee (all remain controlled by Verizon), it was pro forma in nature.3 The Commission 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.”4 2 The call signs and file numbers referenced in these notifications are intended to be complete and include all, authorizations, licenses and/or lease IDs held by the affected Verizon subsidiaries at the closing date. However, the Applicants request that Commission acceptance of the pro forma transfer or assignment notifications include any authorizations, call signs and/or lease IDs that may have been inadvertently omitted or are in pending status. 3 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); cf. 47 C.F.R. § 63.24(d). 4 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

Notification of Pro Forma Transfer International Section 214 Authorization Holders Affected by the Restructuring Airtouch Cellular Inc. Alltel Communications, LLC California RSA No. 4 Limited Partnership Cellco Partnership Fresno MSA Limited Partnership GTE Mobilnet of California Limited Partnership GTE Mobilnet of Fort Wayne Limited Partnership GTE Mobilnet of Indiana Limited Partnership GTE Mobilnet of Indiana RSA #3 Limited Partnership GTE Mobilnet of Indiana RSA #6 Limited Partnership GTE Mobilnet of South Texas Limited Partnership GTE Mobilnet of Terre Haute Limited Partnership GTE Mobilnet of Texas RSA #17 Limited Partnership GTE Wireless of the Midwest Incorporated Indiana RSA #1 Limited Partnership Iowa RSA 5 Limited Partnership Iowa RSA No. 4 Limited Partnership Kentucky RSA No. 1 Partnership New Mexico RSA 6-1 Partnership Northwest Missouri Cellular Limited Partnership New Mexico RSA No. 5 Limited Partnership Rural Cellular Corporation Sacramento Valley Limited Partnership San Antonio MTA, L.P. Tuscaloosa Cellular Partnership Upstate Cellular Network Verizon Wireless Personal Communications LP Virginia RSA 5 Limited Partnership Wireless Licensees/Lessees Affected by the Restructuring5 Bell Atlantic Mobile of Rochester, L.P. Bell Atlantic Mobile Systems of Allentown, Inc. Bell Atlantic Mobile of Asheville, Inc. Binghamton MSA Limited Partnership Dubuque MSA Limited Partnership New York RSA 2 Cellular Partnership New York RSA No. 3 Cellular Partnership NYNEX Mobile of New York, L.P. NYNEX Mobile Limited Partnership 1 NYNEX Mobile Limited Partnership 2 Pennsylvania 3 Sector 2 Limited Partnership 5 Based on guidance from Wireless Telecommunications Bureau staff, Verizon is only submitting transfer of control notifications for wireless licensees whose immediate parent was changed by this transaction. 5

Notification of Pro Forma Transfer Pennsylvania 4 Sector 2 Limited Partnership Pinnacles Cellular Inc. Portland Cellular Partnership Southwestco Wireless L.P. St. Lawrence Seaway RSA Cellular Partnership Syracuse SMSA Limited Partnership Upstate Cellular Network Vermont RSA Limited Partnership Waterloo MSA Limited Partnership Experimental Authorization Holders Affected by the Restructuring Cellco Partnership 6

Exhibit 1A: Dissolution of Verizon Americas Holdings Inc. – Pre-Restructuring Verizon Communications Inc. Verizon Americas Finance 1 Inc. GTE LLC BAMS LLC MCI Communications Corporation Verizon Americas Holdings Inc. GTE Wireless BAMS LLC LLC Bell Atlantic Verizon Mobile BAMS Systems LLC Americas Inc. LLC 24.16% 45% 30.84% Cellco Partnership Various FCC Licensees Notes: • All interests are 100% unless otherwise noted. • Shaded companies are being eliminated through the transaction. • The charts depict only FCC licensees and/or parent companies affected by the transaction. 1

Exhibit 1B: Dissolution of Verizon Americas Holdings Inc. – Post-Restructuring Verizon Communications Inc. Verizon Americas Finance 1 Inc. GTE LLC BAMS LLC MCI Communications Corporation GTE Wireless Verizon BAMS LLC LLC Americas Inc. Bell Atlantic Mobile BAMS Systems LLC LLC 24.16% 45% 30.84% Cellco Partnership Various FCC Licensees Notes: • All interests are 100% unless otherwise noted. • The charts depict only FCC licensees and/or parent companies affected by the transaction. 2

Exhibit 2A: Restructuring of Cellco Entities – Pre-Restructuring Cellco Partnership Bell Atlantic Mobile Southwestco Systems of Allentown, Wireless, Inc. Inc. 99.8% .2% 99% 1% Southwestco NYNEX Wireless, LP Mobile LP 1 5.9% 94.1% 85% 15% 17.72% 82.28% 99% 1% Portland Cellular Vermont Partnership Waterloo Dubuque RSA LP (Maine) MSA LP MSA LP 1% 45% 12% 88% 54% NYNEX Upstate Mobile LP 2 Cellular Network (New York) 42.86% 40% 55% 45% St. New New Lawrence UCN Subsidiary York RSA York RSA Seaway RSA One, Inc. No. 3 Cellular 2 Cellular Pship Cellular Pship Pship (New York) (New York) (New York) 98.18% 1.18% Bell 98.82% 99% 1% 1.82% Atlantic Syracuse NYNEX Mobile of SMSA LP Mobile of Rochester LP (New York) New York, L.P. (New York) 65% 35% 38.47% 61.53% 50% 50% Binghamton Notes: MSA LP Pennsylvania 3 Sector 2 LP Pennsylvania 4 Sector 2 LP (New York) • All interests are 100% unless otherwise noted. • Shaded companies are being eliminated through the transaction. • The charts depict only FCC licensees and/or parent companies affected by the transaction. 3

Exhibit 2B: Restructuring of the Cellco Entities – Post-Restructuring (Prior to Distribution of Certain Bell Atlantic and GTE Entities) Cellco Partnership Bell Atlantic Mobile Southwestco Systems of Allentown, Wireless, Inc. Inc. Notes: • All interests are 100% unless otherwise noted. • The charts depict only FCC licensees and/or parent companies affected by the transaction. 4

Exhibit 3A: Distribution of Certain Bell Atlantic and GTE Entities – Pre- Restructuring Bell Atlantic Verizon GTE Wireless BAMS LLC BAMS LLC Mobile Systems Americas Inc. LLC LLC Cellco Partnership Bell Atlantic Bell Atlantic Mobile GTE Wireless Bell Atlantic Cellular Southwestco Mobile Systems of of Asheville, Inc. VZW Corp. Pinnacles Cellular, Inc. of the Midwest Consulting Group, Inc. Wireless, Inc. Allentown, Inc. (North Carolina) Incorporated Notes: • All interests are 100% unless otherwise noted. • The charts depict only FCC licensees and/or parent companies affected by the transaction. 5

Exhibit 3A: Distribution of Certain Bell Atlantic and GTE Entities – Post- Restructuring Bell Atlantic Verizon GTE Wireless Mobile BAMS Systems LLC BAMS LLC Americas Inc. LLC LLC GTE Wireless VZW Corp. Pinnacles Cellular, Inc. of the Midwest Bell Atlantic Mobile Incorporated Bell Atlantic Cellular Southwestco Bell Atlantic Mobile Cellco of Asheville, Inc. Partnership Consulting Group, Inc Wireless, Inc. Systems of Allentown, (North Carolina) Inc. Notes: • All interests are 100% unless otherwise noted. • The charts depict only FCC licensees and/or parent companies affected by the transaction. 6


Document Created: 2016-10-27 11:39:06
Document Modified: 2016-10-27 11:39:06
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