Attachment Exhibit F

This document pretains to SES-T/C-20161130-00922 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2016113000922_1158219

                                                                         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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