Attachment Exhibit

This document pretains to ITC-T/C-INTR2019-00149 for Transfer of Control on a International Telecommunications filing.


                                                                         Notification of Pro Forma Transfer
                                                                                            Attachments 1-2
                                                                                                    Page 1

                       ATTACHMENT 1 TO FCC ELECTRONIC FORM
                       NOTIFICATION OF PRO FORMA TRANSACTION
                           AND PUBLIC INTEREST STATEMENT

        Pursuant to Section 63.24(f) of the Commission’s rules,1 AT&T Teleholdings, Inc.
(“Teleholdings”), an indirect wholly-owned subsidiary of AT&T Inc., notifies the Federal
Communications Commission (“Commission” or “FCC”) of the pro forma transfer of control of
the international Section 214 authorizations held by indirect subsidiaries (collectively, “AT&T
Licensees”) of AT&T Mobility LLC (“Mobility”). The pro forma transfer of control occurred as
the result of an internal corporate reorganization which closed on January 1, 2019.2 Specifically,
the reorganization inserted a new holding company into Mobility’s ownership structure, diluting
SBC Long Distance, LLC’s (“SBC”) ownership interest in Mobility from approximately 60% to
under 50%. These corporate changes constituted a non-substantial pro forma transfer of control
because the ultimate ownership and control of both Mobility and its subsidiaries, the AT&T
Licensees, is exactly the same before and after the corporate reorganization.

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, Teleholdings has been designated as both the Transferor
and the Transferee for the instant pro forma transfer notifications.

Contact Information:
Jessica B. Lyons
Assistant Vice President – Senior Legal Counsel
AT&T Services, Inc.
1120 20th Street NW, Suite 1000
Washington, DC 20036
Tel: (202) 457-2100
jessica.lyons@att.com

with a copy to:

Katy M. Ross
Wiley Rein LLP
1776 K Street N.W.
Washington, D.C. 20006
Tel: (202) 719-7410
Fax: (202) 719-7049

1
        47 C.F.R. § 63.24(f).
2
          Prior to the closing of the transaction, Teleholdings applied for and received consent to the pro forma
transfer of private earth station licenses and private wireless radio licenses. See IBFS File No. SES-T/C-20181211-
03436, ULS File Nos. 0008453499, 0008453524. Notification is concurrently being filed with the Wireless
Telecommunications Bureau with regard to the common carrier radio licenses and with the International Bureau
regarding the common carrier earth station licenses impacted by the transaction.


                                                               Notification of Pro Forma Transfer
                                                                                  Attachments 1-2
                                                                                          Page 2

kmross@wileyrein.com

International Section 214 Authority:

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

Answer to Questions 11-12 - Section 63.18(h):

       Teleholdings is 100% directly owned by AT&T. 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. The name, address, citizenship, and principal business of AT&T
is:

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.

Interlocking Directorates

Julianne K. Galloway is Vice President and Assistant Treasurer, AT&T Teleholdings, Inc., and is
Treasurer and Director of AT&T Global Network Services International Inc., AT&T Global
Network Services Norge LLC, AT&T Global Network Services Venezuela LLC, and is
Treasurer of AT&T Japan LLC.

Stacy W. Roth is Assistant Treasurer of AT&T Teleholdings, Inc., and is Assistant Treasurer of
AT&T Global Network Services International Inc., AT&T Japan LLC, AT&T Global Network
Services Norge LLC, and AT&T Global Network Services Venezuela LLC.

Sherri L. Bazan is Assistant Treasurer of AT&T Teleholdings, Inc., and is Assistant Treasurer of
AT&T Global Network Services International Inc., AT&T Japan LLC, AT&T Global Network
Services Norge LLC, and AT&T Global Network Services Venezuela LLC.

Karen M. Diorio is Director – Tax of AT&T Teleholdings, Inc., and is Assistant Secretary of
AT&T Global Network Services International Inc., AT&T Global Network Services Norge LLC,
and AT&T Global Network Services Venezuela LLC.

Answer to Question 13:

       This filing notifies the Commission, pursuant to Section 63.24(f) of its rules,3 of the pro
forma transfer of control of the international Section 214 authorizations held by the AT&T
3
       47 C.F.R. § 63.24(f).

                                                 2


                                                                     Notification of Pro Forma Transfer
                                                                                        Attachments 1-2
                                                                                                Page 3

Licensees as part of an internal corporate reorganization. This transaction closed on January 1,
2019. Organization charts showing the pre- and post-transaction corporate structure are attached.

        This transfer of control does not change the ultimate ownership or control of the
international Section 214 authorizations, as AT&T continued to control the authorizations before
and after the transaction. It is therefore pro forma in nature. 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.”4 Therefore, “where no substantial change in
control will result from the transfer,” Commission acceptance of notifications such as these is
“deemed presumptively in the public interest.”5




4
       1998 Biennial Review – Review of International Common Carrier Regulations, Report and Order, 14 FCC
Rcd 4909, ¶ 42 (1999).
5
         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, 6295, ¶ 2 (1998).

                                                      3


                                                                       Notification of Pro Forma Transfer
                                                                                          Attachments 1-2
                                                                                                  Page 4

                                     ATTACHMENT 2
                Section 214 Authorization Holders Affected by the Transaction6


               International Section 214 Authorization Holders Affected by the Transaction
                         ACADIANA CELLULAR GENERAL PARTNERSHIP
                                         AT&T MOBILITY LLC
                                        AT&T MOBILITY II LLC
               CINGULAR WIRELESS OF TEXAS RSA #11 LIMITED PARTNERSHIP
               CINGULAR WIRELESS OF TEXAS RSA #16 LIMITED PARTNERSHIP
                                       CRICKET WIRELESS LLC
                 FLORIDA RSA NO. 2B (INDIAN RIVER) LIMITED PARTNERSHIP
                         HOUMA-THIBODAUX CELLULAR PARTNERSHIP
                                         LAKE MOBILITY LLC
                   LOUISIANA RSA NO. 7 CELLULAR GENERAL PARTNERSHIP
                          LOUISIANA RSA NO. 8 LIMITED PARTNERSHIP
                              LUBBOCK SMSA LIMITED PARTNERSHIP
                              MADISON SMSA LIMITED PARTNERSHIP
                 MCALLEN-EDINBURG-MISSION SMSA LIMITED PARTNERSHIP
                            MILWAUKEE SMSA LIMITED PARTNERSHIP
                           MISSOURI RSA 11/12 LIMITED PARTNERSHIP
                              MISSOURI RSA 8 LIMITED PARTNERSHIP
                             MISSOURI RSA 9B1 LIMITED PARTNERSHIP
                                NEW CINGULAR WIRELESS PCS, LLC
                     NORTHEASTERN GEORGIA RSA LIMITED PARTNERSHIP
                         OKLAHOMA CITY SMSA LIMITED PARTNERSHIP
                             OKLAHOMA RSA 3 LIMITED PARTNERSHIP
                             OKLAHOMA RSA 9 LIMITED PARTNERSHIP
                               TEXAS RSA 18 LIMITED PARTNERSHIP
                               TEXAS RSA 19 LIMITED PARTNERSHIP
                              TEXAS RSA 20B1 LIMITED PARTNERSHIP
                                TEXAS RSA 6 LIMITED PARTNERSHIP
                              TEXAS RSA 7B1 LIMITED PARTNERSHIP
                              TEXAS RSA 9B1 LIMITED PARTNERSHIP
                                         TIDE MOBILITY LLC
                               TOPEKA SMSA LIMITED PARTNERSHIP




6
         This list of Section 214 authorization holders is intended to be complete and include all Section 214
authorization holders under the control of Mobility as of the date of consummation. However, AT&T requests that
Commission acceptance of the pro forma transfer notifications include any authorizations that may have been
inadvertently omitted.

                                                       4


              Attachment 3‐A: Pre‐Pro Forma Transaction Ownership
                                                     All interests 100% unless otherwise shown.



                                                                     AT&T Inc.




                                       AT&T
                                                                                                                      BellSouth Mobile
                                   Teleholdings,
                                                                Indirect                                                  Data, Inc.
                                        Inc.
                                                                 57.22%



                                   SBC Telecom,
                                       Inc.

                                                            59.59%                                40.41%
                                          42.78%


                                       SBC Tower                       AT&T NCWS
      AT&T Corp.
                                      Holdings LLC                     Holdings Inc.


                                                     3.28%
                                                                       New Cingular
                                                                         Wireless
                                  SBC Long                             Services, Inc.
                                Distance, LLC

                                                59.89%
                                                                                 1
                                                                                                           36.84%



                                                                AT&T Mobility
                                                                    LLC1

                                           1
                                                   18.27%                    74.59%
                           1.83%                                                                              5.30%



                                                                AT&T Mobility II
                                                                     LLC




                                                                AT&T Licensees



1. AT&T Mobility Corporation manages and controls AT&T Mobility LLC, AT&T Mobility II LLC, and New Cingular Wireless PCS, LLC however it
does not hold an ownership interest in these entities. Bell South Mobile Data, Inc. holds 100% of AT&T Mobility Corporation.


             Attachment 3‐B: Post‐Pro Forma Transaction Ownership
                                                      All interests 100% unless otherwise shown.



                                                                   AT&T Inc.




                                       AT&T
                                                                                                                       BellSouth Mobile
                                   Teleholdings,
                                                                Indirect                                                   Data, Inc.
                                        Inc.
                                                                 57.22%



                                   SBC Telecom,
                                       Inc.

                                                          59.59%                                   40.41%
                                           42.78%


                                        SBC Tower                      AT&T NCWS
       AT&T Corp.
                                       Holdings LLC                    Holdings Inc.


                                                    2.60%
                                                                     New Cingular
                                                                    Wireless Services,
                                                                           Inc.
                              SBC Long Distance,
                                     LLC

                                                                      20.54%
                                                47.59%

                                                                                                            29.27%



                                                                 AT&T Mobility
                                                                    LLC1, 2



                                                                               92.86%
                           1.83%                                                                               5.30%



                                                               AT&T Mobility II
                                                                    LLC




                                                                AT&T Licensees




1.   AT&T Mobility Corporation manages and controls AT&T Mobility LLC, AT&T Mobility II LLC, and New Cingular Wireless PCS, LLC however it
     does not hold an ownership interest in these entities. Bell South Mobile Data, Inc. holds 100% of AT&T Mobility Corporation.



Document Created: 2019-01-28 20:02:48
Document Modified: 2019-01-28 20:02:48

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