Attachment Exhibit F

This document pretains to SES-T/C-20161116-00894 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2016111600894_1158246

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 station and VSAT licenses held by New Cingular Wireless PCS, LLC (“NCWPCS”) from AT&T Teleholdings, Inc. (“Teleholdings”) to SBC Telecom, Inc. (“SBC”). As part of a planned internal reorganization set to occur on December 31, 2016, a change will occur in NCWPCS’s indirect ownership. Specifically, Teleholdings, which directly holds a 100 percent interest in SBC, will contribute that interest to AT&T.1 As NCWPCS, Teleholdings, and SBC are wholly owned subsidiaries of AT&T, no substantial change in control of NCWPCS’s 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. AT&T Teleholdings, Inc. SBC Telecom, Inc. 60% SBC Long Distance, AT&T NCWS LLC Holdings, Inc. 58% AT&T Mobility LLC New Cingular Wireless Services, Inc. 42% 54% AT&T Mobility II LLC New Cingular Wireless PCS, 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. AT&T Teleholdings, SBC Telecom, Inc. Inc. 60% SBC Long Distance, AT&T NCWS LLC Holdings, Inc. 58% AT&T Mobility LLC New Cingular Wireless Services, Inc. 42% 54% AT&T Mobility II LLC New Cingular Wireless PCS, LLC


Document Created: 2016-11-15 14:33:06
Document Modified: 2016-11-15 14:33:06
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