Attachment Attachment 1

This document pretains to ITC-T/C-20160129-00059 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016012900059_1124608

                                                                         International Section 214
                                                    Notification of Pro Forma Transfer of Control
                                                                                     Attachment 1

                                  ATTACHMENT 1
                    FOR THE PRO FORMA TRANSFER OF CONTROL OF
                     INTERNATIONAL SECTION 214 AUTHORIZATION

        This filing notifies the Commission pursuant to Section 63.24(f) of the Commission’s
rules of the pro forma transfer of control of international Section 214 authorizations from and to
subsidiaries controlled by AT&T Inc. (“AT&T”).1 The transfer of control that is the subject of
this notification filing resulted from an internal reorganization that occurred in in two steps. On
December 29, 2015, AT&T Inc. contributed 100 percent of its direct interest in Centennial
Communications Corp. (“Centennial”) to AT&T Corp. Then, on January 1, 2016, Centennial
merged into AT&T Corp. and was eliminated. Centennial held a 27 percent interest in Beach
Holding Corporation (“Beach”), which in turn holds a 100 percent controlling interest in AT&T
Mobility Puerto Rico Inc. (“AT&T Mobility Puerto Rico”), which holds the international Section
214 authorizations described below. AT&T Corp. previously held an indirect 34 percent interest
in Beach. Thus, as a result of the reorganization, AT&T Corp. now holds a 61 percent indirect
controlling interest in AT&T Mobility Puerto Rico.2 All entities involved in the transaction are
wholly owned subsidiaries of AT&T. The restructuring does not change the ultimate ownership
or control of the international Section 214 authorizations; AT&T continues to control the
authorizations at issue. Accordingly, the transfer of control was pro forma in nature.3

Answer to Question 10 – Section 63.18(c)-(d):

        For this pro forma transfer of control filing AT&T has been designated as the transferor,
while AT&T Corp. has been designated the transferee. AT&T Mobility Puerto Rico is the
licensee. The designated officers for the transferor and transferee are:

         John J. O’Connor             James J.R. Talbot
         Senior Vice President        Assistant Secretary
         AT&T Inc.                    AT&T Corp.
         208 S. Akard St.             1120 20th Street, NW
         Room 3306                    Suite 1000
         Dallas, TX 75202             Washington, DC 20036



1
    See 47 C.F.R. § 63.24(f).
2
  AT&T previously received the Commission’s consent to the pro forma transfer of control of
AT&T Mobility Puerto Rico’s submarine cable landing license, SCL-LIC-19980429-00019. See
Actions Taken Under the Cable Landing License Act, DA No. 15-1106 (IB Oct. 1, 2015)
(consenting to File No. SCL-T/C-20150602-00013). Please see the attached charts for a pictorial
representation of the corporate structure of AT&T Mobility Puerto Rico’s ownership, both before
and after the reorganization.
3
  See 47 C.F.R. § 63.24(d) note 2 (stating that pro forma transactions include “[a c]orporate
reorganization that involves no substantial change in the beneficial ownership of the corporation
. . . [and an a]ssignment or transfer from a corporation to a wholly owned direct or indirect
subsidiary thereof or vice versa”).


                                                                          International Section 214
                                                     Notification of Pro Forma Transfer of Control
                                                                                      Attachment 1

       Correspondence concerning this notification should be sent to:

       James J.R. Talbot
       Assistant Secretary
       AT&T Corp.
       1120 20th Street, NW
       Suite 1000
       Washington, DC 20036
       Telephone number: 202-457-3048

International Section 214 Authority:

        AT&T Mobility Puerto Rico holds the international Section 214 authorizations that are
the subject of this pro forma transfer of control application, File Nos. ITC-214-19980918-00669
(authorization to operate a facilities-based carrier in accordance with the provisions of Section
63.18(e)(1) of the rules); ITC-214-19980430-00923 (authorization to construct, acquire and
operate capacity in a Digital Submarine Cable System, the AMERICAS-II Cable System); ITC-
214-19940107-00011 (authorization to provide individual switched resale service from the U.S.
to international points); ITC-214-19930315-00040 (authorization to provide international
switched services by reselling the international switched services of other carriers, and only in
accordance with all rules, regulations and policies of the Commission).

        AT&T Mobility Puerto Rico’s ultimate parent, AT&T, has numerous subsidiaries that
collectively hold global or limited global facilities-based or resale Section 214 authorizations.
These subsidiaries hold international Section 214 global authority to provide a range of facilities-
based services, see, e.g., ITC-214-19960830-00414 (Previous File Number ITC-96-487) (AT&T
Corp. authority to provide global facilities-based services), including those originating in region
and out of region, see, e.g., ITC-214-20001130-00713 (SBC Long Distance, LLC authority to
provide facilities-based and resale services originating in Kansas and Oklahoma); ITC-214-
19971108-00689 (SBC Long Distance, LLC authority to provide facilities-based services
originating out of region). AT&T subsidiaries also have Section 214 global authority to provide
various resale services. See, e.g., ITC-214-20000713-00777 (Cingular Wireless of Texas RSA
#16 Limited Partnership authority to resell international switched services originating from U.S.
points and terminating at all international points, with the exception of the Dominican Republic
and Venezuela). Other AT&T subsidiaries hold authority to provide services on particular routes
or over particular facilities. See, e.g., ITC-214-19890214-0005 (Previous File Number ITC-89-
060) (AT&T of Puerto Rico, Inc. and AT&T of the Virgin Islands, Inc. authority to operate
additional capacity in St. Thomas-Tortola and Eastern Caribbean DCMS for use in providing
services to various Caribbean points).




                                                 2


                                                                         International Section 214
                                                    Notification of Pro Forma Transfer of Control
                                                                                     Attachment 1

Answer to Question 11 – Section 63.18(h):

       The name, address, citizenship, and principal business of each of AT&T Mobility Puerto
Rico’s ten percent or greater interest holders are:4

Direct Ownership of AT&T Mobility Puerto Rico Inc.

Beach Holding Corporation
1025 Lenox Park Blvd NE
Atlanta, GA 30319
Citizenship: Delaware
Principal Business: Holding Company
Direct Ownership Interest: 100% percent of AT&T Mobility Puerto Rico

Indirect Ownership of AT&T Mobility Puerto Rico Inc.

AT&T International, LLC
208 S. Akard Street
Dallas, TX 75202
Citizenship: Delaware
Principal Business: Holding Company
Direct Ownership Interest: 34% percent of Beach Holding Corporation

SBC Telecom, Inc.
208 S. Akard Street
Dallas, TX 75202
Citizenship: Delaware
Direct Principal Business: Holding Company
Direct Ownership Interest: 39% of Beach Holding Corporation

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

AT&T Corp.
One AT&T Way
Bedminster, NJ 07921-0752
Citizenship: Delaware
Principal Business: Holding Company
Direct Ownership Interest: 100% of AT&T International, LLC and 27% of Beach Holding
Corporation
4
 The ownership interests provided herein are the actual direct ownership interests held in the
next disclosed subsidiary in the vertical ownership chain rounded to the nearest one percent.
                                                3


                                                                         International Section 214
                                                    Notification of Pro Forma Transfer of Control
                                                                                     Attachment 1



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. and 100% of AT&T Corp.

       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.

Answer to Question 12 – Section 63.18(h):

        The following persons are officers or directors of AT&T Inc. and are also officers or
directors of one or more foreign carriers:

        George B. Goeke is Assistant Treasurer of AT&T Inc. and AT&T International, LLC;
Vice President and Assistant Treasurer of AT&T Teleholdings, Inc. and AT&T Mobility Puerto
Rico Inc.; Treasurer of SBC Telecom Inc.; Chief Financial Officer and Treasurer of AT&T
Corp.; and Vice President and Treasurer of BellSouth Long Distance, Inc. Mr. Goeke is also
Director and Treasurer of AT&T Global Network Services International, Inc., AT&T Global
Network Services Norge LLC, and AT&T Global Network Services Venezuela LLC and
Treasurer of AT&T Japan LLC. Richard G. Dennis is Vice President and Assistant Secretary of
AT&T Corp. Mr. Dennis is also Vice President of AT&T Japan LLC and President and
Secretary of AT&T Global Network Services Norge LLC, AT&T Global Network Services
International Inc., and AT&T Global Network Services Venezuela LLC. Elaine Lou is Assistant
Treasurer of SBC Telecom, Inc. and AT&T Corp.. Ms. Lou is also Assistant Treasurer of
BellSouth Long Distance, Inc., AT&T Japan LLC, AT&T Global Network Services
International, Inc., AT&T Global Network Services Norge LLC, and AT&T Global Network
Services Venezuela LLC. Karen M. Diorio is Director – Tax of AT&T International, LLC,
AT&T Teleholdings, Inc., AT&T Corp., and SBC Telecom Inc.. Ms. Diorio is also Assistant
Secretary of AT&T Global Network Services International, Inc., AT&T Global Network
Services Norge LLC, and AT&T Global Network Services Venezuela LLC. Teresa G. Blizzard
is Director – Tax of AT&T Teleholdings, Inc., SBC Telecom, Inc., AT&T Corp., and AT&T
International, LLC and is Assistant Secretary of AT&T Mobility Puerto Rico Inc., AT&T
Mobility USVI Inc., and Beach Holding Corporation. Ms. Blizzard is also Vice President –
Taxes of BellSouth Long Distance, Inc. Lawrence J. Ruzicka is Senior Vice President – Tax of
AT&T Inc., AT&T Corp., and AT&T International, LLC; Vice President – Tax of SBC
Telecom, Inc.; and Senior Vice President of AT&T Mobility Puerto Rico Inc., AT&T Mobility
USVI Inc., and Beach Holding Corporation. Mr. Ruzicka is also Director for AT&T Global
Network Services Norge LLC, AT&T Global Network Services International, Inc., and AT&T
Global Network Services Venezuela, LLC. Jeffrey M. Chambers is Assistant Secretary of
AT&T Mobility Puerto Rico Inc. and Director – Tax for AT&T Corp. Mr. Chambers is also
Assistant Vice President – Taxes of AT&T Global Network Services Norge LLC, AT&T Global
Network Services International, Inc., and AT&T Global Network Services Venezuela, LLC.
Sherri L. Bazan is Assistant Treasurer of AT&T Teleholdings, Inc., SBC Telecom, Inc., AT&T
                                                4


                                                                            International Section 214
                                                       Notification of Pro Forma Transfer of Control
                                                                                        Attachment 1

    Mobility Puerto Rico Inc., AT&T Mobility USVI Inc., AT&T Corp., and Beach Holding
    Corporation. Ms. Bazan is also Assistant Treasurer of BellSouth Long Distance, Inc., AT&T
    Global Network Services Norge LLC, AT&T Global Network Services International, Inc.,
    AT&T Global Network Services Venezuela, LLC, and AT&T Japan LLC. Thomas F. Brown is
    Assistant Secretary of AT&T Mobility Puerto Rico Inc., AT&T Mobility USVI Inc., and Beach
    Holding Corporation. Mr. Brown is also Assistant Secretary of AT&T Global Network Services
    International, Inc., AT&T Global Network Services Venezuela, LLC, AT&T Japan LLC, and
    AT&T Global Network Services Norge LLC. Steven Shashack is Assistant Secretary of AT&T
    Mobility Puerto Rico Inc. and Assistant Vice President – Tax of AT&T Corp. and SBC Telecom
    Inc. Mr. Shashack is also AT&T Global Network Services Norge LLC, AT&T Global Network
    Services International, Inc., AT&T Global Network Services Venezuela, LLC, and AT&T Japan
    LLC. Stacy W. Roth is Assistant Treasurer of SBC Telecom, Inc., AT&T Teleholdings, Inc.,
    AT&T International, LLC, AT&T Corp., and AT&T Mobility Puerto Rico Inc. Ms. Roth is also
    Assistant Treasurer of BellSouth Long Distance, Inc., AT&T Global Network Services Norge
    LLC, AT&T Global Network Services International, Inc., AT&T Global Network Services
    Venezuela, LLC, and AT&T Japan LLC.

    Answer to Question 13

            This filing hereby notifies the Commission pursuant to Section 63.24(f) of its rules, 47
    C.F.R. § 63.24(f), of the pro forma transfer of control of the international Section 214
    authorizations held by AT&T Mobility Puerto Rico, an indirect, wholly owned subsidiary of
    AT&T. In two steps, on December 29, 2015 and January 1, 2016, ownership and control of Beach
    was transferred from Centennial to AT&T Corp. Because Beach directly holds 100 percent of
    AT&T Mobility Puerto Rico, there also was a transfer of control of AT&T Mobility Puerto Rico
    and its international Section 214 authorizations.

        This restructuring does not change the ultimate ownership or control of the international
Section 214 authorizations, as AT&T has continued to control them both before and after the
restructuring. Accordingly, this transfer of control is pro forma in nature. As the Commission
has previously stated, “Regulatory review of [pro forma] transactions yields no significant public
interest benefits, but may delay or hinder transactions that could provide substantial financial,
operational, or administrative benefits for carriers.”5 Therefore, “grant of the application is
deemed presumptively in the public interest.”6




5
 1998 Biennial Review – Review of International Common Carrier Regulations, Report and
Order, 14 FCC Rcd 4909, ¶ 42 (1999).
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 Telecomms. Carriers, Memorandum Opinion and Order, 13 FCC Rcd. 6293,
6295, ¶ 2 (1998).
                                                   5


                                                                 International Section 214
                                            Notification of Pro Forma Transfer of Control
                                                                             Attachment 1

                               Pre-Reorganization



                                    AT&T Inc.




Centennial Communications
           Corp.                  AT&T Corp.                     AT&T Teleholdings, Inc.



            27%
                             AT&T International, LLC                SBC Telecom, Inc.


                                            34%              39%

                            Beach Holding Corporation




                            AT&T Mobility Puerto Rico
                                    Inc.




                                        6


                                           International Section 214
                      Notification of Pro Forma Transfer of Control
                                                       Attachment 1

        Post-Reorganization



              AT&T Inc.




            AT&T Corp.                     AT&T Teleholdings, Inc.


27%
       AT&T International, LLC                SBC Telecom, Inc.


                      34%                    39%


      Beach Holding Corporation




      AT&T Mobility Puerto Rico
              Inc.




                  7



Document Created: 2016-01-29 12:35:25
Document Modified: 2016-01-29 12:35:25

© 2025 FCC.report
This site is not affiliated with or endorsed by the FCC