Attachment Exhibit

This document pretains to SES-ASG-20121031-00978 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2012103100978_973231

                                                                                FCC Form 312
                                                                                Exhibit 1
                                                                                Page 1 of 2


                          Description of Pro Forma Transaction and
                                  Public Interest Statement

        Pursuant to Section 25.119(c) of the Commission’s rules,1 Southwestern Bell Telephone
Company (“SWBT”) hereby notifies the Commission of the pro forma assignment of its
Receive-Only Satellite Earth Station registration, call sign E050211 (“Registration”). As part of
an internal corporate reorganization that was consummated on October 3, 2012, SWBT, which
previously had been incorporated under the laws of the State of Missouri, re-incorporated under
the laws of the State of Delaware.2

        In addition to the Registration, SWBT holds 17 common carrier Point-to-Point
Microwave (“CF”) licenses, a Local Television Transmission (“CT”) license, a Business 896-
901/935-940 MHz Conventional (“GU”) license, 24 Industrial/Business Pool, Conventional
(“IG”) licenses, and two Microwave Industrial/Business Pool (“MG”) licenses. SWBT already
received consent for the pro forma assignment of its GU, IG, and MG licenses,3 which are not
used for the provision of telecommunications services and, therefore, are not eligible for
forbearance.4

        Here, SWBT is filing a post-closing notification for its Registration. The Commission’s
rules and policies provide for such notifications of pro forma transactions for Receive-Only
Satellite Earth Station registration. SWBT is concurrently filing a separate notification for its CF
and CT licenses.

        A re-incorporation does not involve the substantial change in control of any FCC
licenses.5 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.”6




1
  47 C.F.R. § 25.119(c).
2
  SWBT kept the same Taxpayer Identification Number and, accordingly, kept the same FCC
Registration Number.
3
  See ULS File No. 0005323810 (consented to Sept. 21, 2012).
4
  See 47 C.F.R. § 1.948(c)(1).
5
  See In re 1998 Biennial Regulatory Review – Review of Int’l Common Carrier Regulations,
Report and Order, 14 FCC Rcd. 4909, 4929, ¶ 45 (1999); see also 47 C.F.R. § 63.24(d) n.2.
6
  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 Telecomm. Carriers, Memorandum Opinion and Order, 13 FCC Rcd. 6293,
6295, ¶ 2 (1998).


                                                                             FCC Form 312
                                                                             Exhibit 1
                                                                             Page 2 of 2


       Response to Item A20

       SWBT is a direct wholly-owned subsidiary of AT&T Inc. (“AT&T”). AT&T is a
Delaware corporation. Its address is 208 South Akard Street, Dallas, TX 75202. AT&T is a
holding company. Its stock is publicly traded with no person or entity holding 10 percent or
more of the company’s voting stock.



Document Created: 2012-10-31 10:12:58
Document Modified: 2012-10-31 10:12:58

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