Attachment Exhibits

This document pretains to SES-T/C-20190130-00028 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2019013000028_1611831

                                                                           Notification of Pro Forma Transfer
                                                                                                 Attachment 1
                                                                                                       Page 1

                         DESCRIPTION OF PRO FORMA TRANSACTION
                            AND PUBLIC INTEREST STATEMENT

       This is one of a series of applications notifying the Commission of the pro forma transfer
of a minority, non-controlling interest in certain earth station licenses held by New Cingular
Wireless PCS, LLC (“New Cingular”), a subsidiary of AT&T Mobility LLC (“Mobility”).1 The
pro forma transfer of control occurred as the result of an internal corporate reorganization which
closed on January 1, 2019. Specifically, the reorganization inserted a new holding company into
Mobility’s ownership structure, diluting SBC Long Distance, LLC’s (“SBC”) ownership interest
in Mobility from approximately 60% to under 50%. These corporate changes constituted a non-
substantial pro forma transfer of control because the ultimate ownership and control of both
Mobility and New Cingular is exactly the same before and after the corporate reorganization.

I.       Description of the Pro Forma Transfer of Control – Response to Question 43

         A.       Previous Ownership Structure

       As shown in Exhibit 2-A, Mobility is an indirect, wholly owned subsidiary of AT&T.
Mobility had three direct owners: SBC held a 59.89% interest, Bellsouth Mobile Data, Inc.
(“BSMD”) held a 36.84% interest, and SBC Tower Holdings, LLC (“SBC Tower”) held the
remaining 3.28% interest. SBC and SBC Tower are indirect, wholly owned subsidiaries of
AT&T Teleholdings, Inc. (“Teleholdings”), which is a direct, wholly owned subsidiary of
AT&T. BSMD is likewise a direct, wholly owned subsidiary of AT&T.

         B.       Post-Consummation Ownership Structure

      The post-consummation ownership structure is depicted in Exhibit 2-B. The following
changes occurred as part of the transaction:

                 New Cingular Wireless Services, Inc., (“New Cingular Wireless Services”)
                  acquired a direct non-controlling interest in Mobility.

                 The addition of New Cingular Wireless Services into Mobility’s ownership
                  diluted SBC’s ownership interest in Mobility to below 50%.2

        Both before and after this pro forma transaction, Teleholdings indirectly held the
controlling interest in Mobility. Ultimate ownership and control of New Cingular remains the

1
          New Cingular is an indirect wholly owned subsidiary of AT&T, Inc. (“AT&T”). Prior to the closing of the
transaction, Teleholdings applied for and received consent to the pro forma transfer of private earth station licenses
and private wireless radio licenses. See IBFS File No. SES-T/C-20181211-03436, ULS File Nos. 0008453499,
0008453524. Notification is concurrently being filed with the Wireless Telecommunications Bureau with regard to
the common carrier radio licenses and with the International Bureau regarding the common carrier earth station
licenses impacted by the transaction.

2
         SBC’s ownership interest is now 47.59%.



                                                             -1-


                                                                           Notification of Pro Forma Transfer
                                                                                                 Attachment 1
                                                                                                       Page 2

same before and after this pro forma transaction as AT&T continues to indirectly own and
control 100% of New Cingular.

II.      Public Interest Statement – Response to Question A.21

        Under the FCC’s rules, transfers of control that do not result in a change of the actual
controlling party are considered pro forma.3 Moreover, a “corporate reorganization that involves
no substantial change in the beneficial ownership of the corporation” is presumptively
considered to be pro forma.4 The proposed transaction constitutes a pro forma transfer of control
because ultimate ownership and control of New Cingular is exactly the same before and after the
corporate reorganizations.

         This internal corporate reorganization serves the public interest by creating operational
and administrative efficiencies for AT&T. The FCC routinely finds that similar corporate
changes serve the public interest.5 Accordingly, the Commission should find that the transaction
is in the public interest and promptly accept this notification.

III.     Officers, Directors and Ten Percent Shareholders – Response to Questions 40 and
         A.20

       Teleholdings is 100% directly owned by AT&T. AT&T is a publicly traded corporation
whose stock is widely held by the public with no person or entity holding a ten percent or greater
ownership interest in AT&T. The name, address, citizenship, and principal business of AT&T
is:

AT&T Inc.
208 S. Akard Street
Dallas, TX 75202
Citizenship: Delaware
Principal Business: Holding Company
Direct Ownership Interest: 100% of AT&T Teleholdings, Inc.

         The directors and officers of Teleholdings are as follows:

Directors:
Debra L. Dial Director
John J. O'Connor Director

3
         47 C.F.R. § 63.24(d) (“Transfers of control or assignments that do not result in a change in the actual
controlling party are considered non-substantial or pro forma.”).

4
         47 C.F.R. § 63.24(d), Note 2.

5
         See, e.g. Public Notice, Satellite Communications Services Information re: Actions Taken, Report No.
SES-01905 (Nov. 23, 2016) (granting New Cingular’s application for consent to transfer earth station and VSAT
licenses as part of a planned internal reorganization, IBFS File No. SES-T/C-20161116-00894).



                                                             -2-


                                                        Notification of Pro Forma Transfer
                                                                              Attachment 1
                                                                                    Page 3


Officers:
John Donovan President and Chief Executive Officer
Daniel J. Fete Chief Financial Officer
George B. Goeke Senior Vice President and Treasurer
Stephen A. McGaw Senior Vice President - Corporate Strategy and Development
Julianne K. Galloway Vice President and Assistant Treasurer
Michael Kay Assistant Vice President - Tax
Stacy W. Roth Assistant Treasurer
Sherri L. Bazan Assistant Treasurer
Marilyn S. Spracker Assistant Secretary
Paul M. Wilson Assistant Secretary
Wayne A. Wirtz Secretary
Teresa G. Blizzard Director - Tax
Terry Britt Director - Tax
Karen Diorio Director - Tax
Vivian Swierc Director - Tax
Fletcher Ricks Director-Tax




                                              -3-


                   Exhibit 2‐A: Pre‐Pro Forma Transaction Ownership
                                                     All interests 100% unless otherwise shown.



                                                                     AT&T Inc.




                                       AT&T
                                                                                                                      BellSouth Mobile
                                   Teleholdings,
                                                                Indirect                                                  Data, Inc.
                                        Inc.
                                                                 57.22%



                                   SBC Telecom,
                                       Inc.

                                                            59.59%                                40.41%
                                          42.78%


                                       SBC Tower                       AT&T NCWS
      AT&T Corp.
                                      Holdings LLC                     Holdings Inc.


                                                     3.28%
                                                                       New Cingular
                                                                         Wireless
                                  SBC Long                             Services, Inc.
                                Distance, LLC

                                                59.89%
                                                                                 1
                                                                                                           36.84%



                                                                AT&T Mobility
                                                                    LLC1

                                           1
                                                   18.27%                    74.59%
                           1.83%                                                                              5.30%



                                                                AT&T Mobility II
                                                                     LLC




                                                                AT&T Licensees



1. AT&T Mobility Corporation manages and controls AT&T Mobility LLC, AT&T Mobility II LLC, and New Cingular Wireless PCS, LLC however it
does not hold an ownership interest in these entities. Bell South Mobile Data, Inc. holds 100% of AT&T Mobility Corporation.


                  Exhibit 2‐B: Post‐Pro Forma Transaction Ownership
                                                      All interests 100% unless otherwise shown.



                                                                   AT&T Inc.




                                       AT&T
                                                                                                                       BellSouth Mobile
                                   Teleholdings,
                                                                Indirect                                                   Data, Inc.
                                        Inc.
                                                                 57.22%



                                   SBC Telecom,
                                       Inc.

                                                          59.59%                                   40.41%
                                           42.78%


                                        SBC Tower                      AT&T NCWS
       AT&T Corp.
                                       Holdings LLC                    Holdings Inc.


                                                    2.60%
                                                                     New Cingular
                                                                    Wireless Services,
                                                                           Inc.
                              SBC Long Distance,
                                     LLC

                                                                      20.54%
                                                47.59%

                                                                                                            29.27%



                                                                 AT&T Mobility
                                                                    LLC1, 2



                                                                               92.86%
                           1.83%                                                                               5.30%



                                                               AT&T Mobility II
                                                                    LLC




                                                                AT&T Licensees




1.   AT&T Mobility Corporation manages and controls AT&T Mobility LLC, AT&T Mobility II LLC, and New Cingular Wireless PCS, LLC however it
     does not hold an ownership interest in these entities. Bell South Mobile Data, Inc. holds 100% of AT&T Mobility Corporation.



Document Created: 2019-01-28 10:17:30
Document Modified: 2019-01-28 10:17:30

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