Attachment Exhibit F

This document pretains to SAT-T/C-20170914-00132 for Transfer of Control on a Satellite Space Stations filing.

IBFS_SATTC2017091400132_1275526

                                                                                    FCC Form 312
                                                                                        Exhibit F
                                                                                      Page 1 of 4
                                           EXHIBIT F
              Description of Pro Forma Transactions and Public Interest Statement
        AT&T Inc. (“AT&T”) respectfully requests FCC approval for two pro forma transfers of
control of the earth station and space station licenses held by DIRECTV Enterprises, LLC
(“DIRECTV”) and the earth station license held by California Broadcast Center, LLC (“CBC”).
The pro forma transfers of control occurred as a result of two internal corporate reorganizations
that eliminated two holding companies in the licensees’ ownership structure.1 As described
below, the transactions resulted in no substantial change in control of DIRECTV or CBC and did
not have any effect on the licensees’ management or day-to-day operations.
        On March 31, 2016, DTV Entertainment, Inc., an indirect parent company of DIRECTV
and CBC, was merged into DIRECTV Group Holdings, LLC, DTV Entertainment, Inc.’s
immediate parent company. Separately, on July 31, 2017, Greenlady Corp., an indirect parent
company of DIRECTV and CBC, was merged into The DIRECTV Group, Inc., a subsidiary of
Greenlady Corp. and indirect parent company of DIRECTV and CBC. The attached
organizational charts depict the relevant changes to AT&T’s corporate structure before and after
the internal corporate reorganizations.
        The pro forma transfers of control serve the public interest and cause no offsetting public
interest harms. The transactions occurred in the context of two internal corporate reorganizations
that simplified AT&T’s ownership structure. Moreover, as DIRECTV and CBC are both
indirect wholly owned subsidiaries of AT&T, no substantial change in control of the licensees
occurred as a result of the transactions.2 The Commission has stated that “where no substantial
change of control will result from the transfer or assignment, grant of the application is deemed
presumptively in the public interest.”3 In the context of non-common carrier earth and space
station licenses, the FCC has further indicated that “pro forma transfer applications do not raise
public interest concerns, and the Commission’s review is limited to determining that they are, in
fact, pro forma, in nature.”4 AT&T therefore respectfully requests that Commission staff grant
this application expeditiously.



1
  AT&T is filing this pro forma transfer of control application out of an abundance of caution
because it is not certain that FCC approval is required for elimination of an intermediate parent
company that is neither the direct parent company nor the ultimate parent company of an FCC
licensee.
2
 See Federal Communications Bar Association’s Petition for Forbearance from Section 310(d)
of the Communications Act Regarding Non-Substantial Assignments of Wireless Licenses &
Transfers of Control Involving Telecommunications Carriers, Memorandum Opinion and Order,
13 FCC Rcd 6293, 6299 ¶ 8 (1998).
3
    Id. at 6295 ¶ 2.
4
  Comprehensive Review of Licensing and Operating Rules for Satellite Services, Second Report
and Order, 30 FCC Rcd 14713, 14810 ¶ 305 (2015).


                                                                                     FCC Form 312
                                                                                           Exhibit F
                                                                                          Page 2 of 4
        To the extent necessary, AT&T respectfully requests a waiver of Section 25.119 of the
Commission’s rules, which requires prior Commission approval for the transfer of control of
earth station and space station authorizations.5 AT&T only recently discovered that the internal
restructurings were in the chain of ownership of the licensee entities and that it had inadvertently
failed to obtain FCC approvals prior to consummating the pro forma transfers of control. AT&T
takes its obligations to the FCC very seriously and is voluntarily disclosing these transactions to
ensure the FCC’s records reflect the current ownership structure. AT&T has taken steps to
ensure that all internal corporate reorganizations are reviewed by regulatory counsel in the future
to ensure that any necessary FCC approvals are obtained prior to consummating such
transactions.




5
    47 C.F.R. § 25.119.


                                                                            FCC Form 312
                                                                                Exhibit F
                                                                              Page 3 of 4


                           Pre-Reorganization Ownership Structure6



                                           AT&T Inc.



                                        DIRECTV Group
                                         Holdings, LLC



        DTV Entertainment, Inc.

                                                     43.0%

            Greenlady Corp.



                                         The DIRECTV
                      57.0%               Group, Inc.




          DIRECTV Holdings,                                  DIRECTV International,
                LLC                                                 Inc.


                                                             DIRECTV Latin America
         DIRECTV Enterprises,                                    Holdings, Inc.
               LLC
                                                 99.5%                                      0.5%
                                                                 DIRECTV Latin
                                                                  America, LLC


                                                               California Broadcast
                                                                   Center, LLC


6
    Ownership interests are 100% unless otherwise noted.


                                                                     FCC Form 312
                                                                         Exhibit F
                                                                       Page 4 of 4


      Post-Reorganizations Ownership Structure as of July 31, 2017



                              AT&T Inc.



                           DIRECTV Group
                            Holdings, LLC



                            The DIRECTV
                             Group, Inc.




DIRECTV Holdings,                                    DIRECTV International,
      LLC                                                   Inc.



DIRECTV Enterprises,                                 DIRECTV Latin America
                                                                                     0.5%
      LLC                                                Holdings, Inc.
                                       99.5%

                                                         DIRECTV Latin
                                                          America, LLC



                                                       California Broadcast
                                                           Center, LLC



Document Created: 2017-09-14 09:10:41
Document Modified: 2017-09-14 09:10:41

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