PRTC Pro Forma Notif

LETTER submitted by Puerto Rico Telephone Company, Inc.

Notice of Pro Forma Assignment

2019-01-28

This document pretains to SCL-LIC-20120330-00002 for License on a Submarine Cable Landing filing.

IBFS_SCLLIC2012033000002_1612694

Edgar Class 202.719.7504 eclass@wileyrein.com VIA ELECTRONIC FILING January 28, 2019 VIA IBFS Marlene H. Dortch Secretary Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Re: América Móvil Submarine Cable System (“AMX1 System”) File No. SCL‐LIC‐20120330‐00002 Notification of Pro Forma Assignment Dear Ms. Dortch: Puerto Rico Telephone Company, Inc. (“PRTC”), by counsel, pursuant to Section 1.767(g)(7) of the Federal Communications Commission’s (“Commission”) rules, 47 C.F.R. § 1.767(g)(7), hereby submits this Notification of Pro Forma Assignment. Description of Transaction PRTC, Claro Chile, S.A. (“Claro Chile”) and Latam Telecommunications, LLC (“Latam”) are licensees on the América Móvil Submarine Cable System (“AMX1 System”).1 As set forth in the application for the AMX1 System, all three companies are controlled by América Móvil, S.A.B. de C.V. (“América Móvil”).2 Prior to the pro forma assignment, Claro Chile held a 100% ownership interest of the cable in international waters, which represented an 81.04% overall ownership of the AMX1 System, and PRTC, which owns and operates the landing station in San Juan, Puerto Rico, held a 100% ownership of the cable in Puerto Rico and in Puerto Rico waters, which represented a 2.36% overall ownership interest in the AMX1 System.3 1 Actions Taken Under Cable Landing License Act, Public Notice, Report No. SCL‐00137, DA 13‐247, File No. SCL‐LIC‐20120330‐00002 (Feb. 21, 2013) (“Public Notice”). 2 Public Notice at 2 (“Latam, PRTC and Claro Chile are controlled by América Móvil.”). More specific information regarding the ownership structure is set forth in the Public Notice and the Application. 3 At the time the AMX1 application was filed on March 30, 2012, it was anticipated that Claro Chile’s 100% ownership of the cable in international waters would represent 82.417% of the overall AMXI System and that PRTC’s 100% ownership in Puerto Rico and in Puerto Rican waters would represent 2.253% of the overall AMXI

Marlene H. Dortch January 28, 2019 Page 2 On December 13, 2018, Claro Chile and PRTC closed on a transaction whereby Claro Chile assigned its interests in the AMX1 System to PRTC.4 Accordingly, PRTC, which continues to own and operate the landing station in San Juan, Puerto Rico, and its 100% ownership interest in Puerto Rico, now also owns a 100% ownership interest of the cable in international waters for a cumulative 83.40% overall interest in the AMX1 System. Because Claro Chile and PRTC are commonly controlled by América Móvil, the assignment was pro forma in nature, as defined in Section 63.24 of the Commission’s rules and, together with all previous pro forma transactions, does not result in a change of the licensee’s ultimate control. The name, address and telephone number of PRTC are as follows: Puerto Rico Telephone Company, Inc. PO Box 360998 San Juan, PR 00936‐0998 Att: Francisco J. Silva Tel: (787) 749‐3561 The name, address and telephone number of Claro Chile are as follows: Claro Chile, S.A. Avenida El Salto N° 5450 Comuna de Huechuraba Santiago, Chile Att: Rossana Perez Tel: 011 56 2 5810424 PRTC is a corporation organized under the laws of the Commonwealth of Puerto Rico, has the following 10% or greater shareholders. PRTC is a wholly‐owned subsidiary of Telecomunicaciones de Puerto Rico, Inc. (“TELPRI”), a Puerto Rico holding company which, in turn, is a wholly‐owned subsidiary of Tenedora Telpri, S.A. de C.V. (“Tenedora”), a Mexican holding company. Radiomóvil Dipsa, S.A. de C.V. (“Telcel”), a Mexican company, has a 99.99% direct interest in Tenedora, and Sercotel, S.A. de C.V. (“Sercotel”), a Mexican holding company, System. In June 2012, subsequent to the filing of the application but before its grant, the companies allocated the value of a contract for the provision of certain Network Operations Center equipment, which slightly decreased Claro Chile’s overall interest in the AMXI System from 82.41% to 81.04% and increased PRTC’s overall interest from 2.25% to 2.36%. The allocation of the contract did not alter the fact that only Latam, PRTC, and Claro Chile either (a) owned or controlled a landing station in the United States, or (b) owned or controlled a five percent or greater interest in the cable system and would use the U.S. points of the cable system. 4 The assignment between Claro Chile and PRTC did not affect Latam’s interests in the AMX1 System.

Marlene H. Dortch January 28, 2019 Page 3 has a 99.99% direct interest in Telcel.5 América Móvil holds a 100% ownership interest in Sercotel.6 Collectively, members of the Slim Family, the Slim Family Trust, and Inmobiliara Carso, S.A. de C.V. hold 61.21% of the equity and 89.05% of the voting stock of América Móvil. No other public investor holds more than 10% of América Móvil’s capital stock. PRTC hereby confirms that it will accept and abide by the routine conditions specified in Section 1.767(g) of the Commission’s rules. This Notification of Pro Forma Assignment has been timely filed in accordance with the Commission’s January 2, 2019 public notice on the impact of a partial lapse in federal government funding on FCC operations.7 As the pro forma transaction closed on December 13, 2018, PRTC under normal circumstances would have been required to notify the Commission of the transaction by January 13, 2019.8 Due to the suspension of most FCC operations as a result of the federal government shutdown, however, the Commission extended its normal filing deadlines such that “all Commission submissions that would be due during a suspension of operations . . . will [instead] be due on the second day of normal operations.”9 Moreover, PRTC was unable to file this submission during the suspension of FCC operations because the Commission’s International Bureau Filing System (“IBFS”) was unavailable during this time.10 As the Commission resumed normal operations on January 28, 2019, the filing deadline for this submission was automatically extended to January 29, 2019 in accordance with the FCC’s Shutdown Notice, and this notification has therefore been timely filed.11 5 The remaining 0.01% of Tenedora and Telcel is held by AMOV IV, S.A. de C.V., a wholly‐owned indirect subsidiary of América Móvil. 6 Claro Chile, a corporation organized under the laws of Chile, is a wholly‐owned subsidiary of Sercotel. 7 Impact of Potential Lapse in Funding on Commission Operations, Public Notice, DA 19‐10 (Jan. 2, 2019) (“Shutdown Notice”). 8 See 47 C.F.R. § 1.767(g)(7) (requiring notification of pro forma assignments within 30 days of consummation). 9 Shutdown Notice at 2. 10 See id. at 1 & n.2. 11 To the extent that the filing deadline for this notification falls outside the scope of the FCC’s Shutdown Notice, PRTC respectfully requests a waiver of the Commission’s 30‐day notification deadline. The Commission may waive any provision of its rules for good cause shown. See 47 C.F.R. § 1.3. In general, the Commission may grant a waiver if (1) special circumstances warrant a deviation from the general rule; and (2) such deviation would better serve the public interest than strict adherence to the general rule. See Northeast Cellular Telephone Co. v. FCC, 897 F.2d 1164, 1166 (D.C. Cir. 1990). When determining whether to grant a waiver, the Commission may take into consideration questions of hardship, equity, or more effective implementation of overall policy on an individual basis. WAIT Radio v. FCC, 418 F.2d 1153, 1159 (D.C. Cir. 1969), aff’d, 459 F.2d 1203 (D.C. Cir.

Marlene H. Dortch January 28, 2019 Page 4 Please direct any questions regarding this filing to the undersigned. Respectfully submitted, /s/ Edgar Class Edgar Class Counsel for Puerto Rico Telephone Company, Inc. cc: David Krech 1972). Here, special circumstances involving the suspension of most FCC operations and the unavailability of IBFS during the federal government shutdown prevented PRTC from filing this Notification of Pro Forma Assignment within 30 days of consummation. Moreover, the transaction was pro forma in nature, and “where no substantial change of control will result from [an] assignment, grant of the application is deemed presumptively in the public interest.” 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, 6295 ¶ 2 (1998). Waiver of the Commission’s rules is therefore warranted.

Marlene H. Dortch January 28, 2019 Page 5 DECLARATION I, Francisco J. Silva, General Counsel of Puerto Rico Telephone Company, Inc., under penalty of perjury, hereby declare that: (1) All of the information contained in the attached notification letter is true and correct to the best of my knowledge and belief. (2) The assignment of the ownership interest from Claro Chile to PRTC as described in the notification letter was pro forma, as defined in 47 C.F.R. § 63.24, and, taken together will all the previous pro forma transactions, did not result in a substantive assignment or transfer of control. (3) No party to his notification is subject to a denial of federal benefits, including FCC Benefits, pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. —g By: [ L J Namlz Francisco J. Silva Title: General Counsel


Document Created: 2019-01-28 14:07:21
Document Modified: 2019-01-28 14:07:21
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