Attachment Exhibit F

This document pretains to SES-T/C-20161116-00893 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2016111600893_1158250

FCC Form 312, Schedule A Exhibit F Page 1 of 3 Description of Pro Forma Transaction and Public Interest Statement AT&T Inc. (“AT&T”) hereby seeks consent for the pro forma transfer of control of the earth and space station licenses held by DIRECTV Enterprises, LLC (“DIRECTV”) and the earth station license held by California Broadcast Center, LLC (“CBC”) from DIRECTV Group Holdings, LLC (“DIRECTV Group”) to SBC Telecom, Inc. (“SBC”). As part of a planned internal reorganization set to occur on December 31, 2016, changes will occur in DIRECTV’s and CBC’s indirect ownership that will result in both companies becoming indirectly controlled by SBC.1 Specifically, interests in DIRECTV and CBC’s intermediate parents will be contributed into SBC such that SBC will become both companies’ indirect parent. As DIRECTV, CBC, DIRECTV Group, and SBC are wholly owned subsidiaries of AT&T, no substantial change in control of the affected licenses will occur.2 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.”3 Applicants request that Commission staff expeditiously grant these applications. 1 Please see the attached charts for a pictorial representation of the corporate structure of NCWPCS’s ownership, both before and after the reorganization. 2 In re Fed .C ommu nications B arA ss’n’s P etition forForbearance from Section 3 1 0 (d ) of the C ommu nications A ctRegard ingN on-Su bstantialA ssignments of W ireless L icenses & Transfers of C ontrolInvolvingTelecomms.C arriers, Memorandum Opinion and Order, 13 FCC Rcd. 6293, 6299, ¶ 8 (1998). 3 Id .at 6295, ¶ 2.

FCC Form 312, Schedule A Exhibit F Page 2 of 3 Pre-Reorganization4 AT&T Inc. DIRECTV Group AT&T Teleholdings, Holdings, LLC Inc. 43% Greenlady Corp. SBC Telecom, Inc. 57% The DIRECTV Group, Inc. DIRECTV Holdings, DIRECTV LLC International, Inc. DIRECTV Enterprises, DIRECTV Latin LLC America Holdings, Inc. DIRECTV Latin America, LLC California Broadcast Center LLC 4 All ownership percentages are rounded to the nearest percentage.

FCC Form 312, Schedule A Exhibit F Page 3 of 3 Post-Reorganization AT&T Inc. DIRECTV Group AT&T Teleholdings, Holdings, LLC SBC Telecom, Inc. Inc. DIRECTV Holdings, DIRECTV LLC International, Inc. DIRECTV Enterprises, DIRECTV Latin LLC America Holdings, Inc. DIRECTV Latin America, LLC California Broadcast Center LLC


Document Created: 2016-11-15 14:32:34
Document Modified: 2016-11-15 14:32:34
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