RFC FCC :: AT&T / BS Merger

COMMISSION SEEKS COMMENT ON APPLICATION FOR
CONSENT TO TRANSFER OF CONTROL FILED BY
AT&T INC. and BELLSOUTH CORPORATION

http://hraunfoss.fcc.gov/edocs_public/attachmatch/DA-06-904A1.doc

WC Docket No. 06-74

PLEADING CYCLE ESTABLISHED

Comments/Petitions Due: June 5, 2006
Responses/Oppositions to Petitions Due: June 20, 2006

AT&T Inc. (“AT&T”) and BellSouth Corporation
(“BellSouth”) (collectively, “the Applicants”) have
filed a series of applications pursuant to sections
214 and 310(d) of the Communications Act of 1934, as
amended and section 2 of the Cable Landing License
Act. In these applications, the Applicants seek
Commission approval of the transfer of control to AT&T
of licenses and authorizations held directly and
indirectly by BellSouth. This transfer of control
will take place as a result of a proposed acquisition
whereby BellSouth will become a wholly owned
subsidiary of AT&T. These transfer of control
applications pertain to domestic and international
section 214 authorizations, cable landing licenses,
Part 25 satellite earth station authorizations,
various wireless licenses and Part 5 Experimental
Radio Service licenses.

The Applicants also seek consent to the transfer of
control of Cingular Wireless LLC (“Cingular”) and its
various subsidiaries and affiliates. The Applicants
assert that the transfer of control of the vast
majority of Cingular’s licenses and authorizations
will be non-substantial (i.e., pro forma) in nature
and that the Commission’s rules and precedents require
only post-consummation notification rather than
advance consent for the proposed transaction.
Nevertheless, the Applicants have filed applications
seeking advance consent out of “an abundance of
caution.”

These transfer of control applications were filed in
connection with a proposed acquisition whereby AT&T
will acquire BellSouth. At closing, a wholly owned
subsidiary of AT&T will be merged with and into
BellSouth, with BellSouth being the surviving entity.
Each share of common stock of BellSouth will be
converted into 1.325 shares of AT&T common stock.
BellSouth thus will become a wholly owned subsidiary
of AT&T. While AT&T will become the new parent of
BellSouth, BellSouth will continue to own the stock of
its subsidiaries, and BellSouth and its subsidiaries
will continue to hold all of the FCC licenses and
authorizations that they hold prior to the merger.

In addition, by combining the separate interests AT&T
and BellSouth currently have in Cingular, that entity
will become a wholly owned subsidiary of AT&T.
Cingular will continue to hold all of its current
interests in its subsidiaries and affiliates, and
Cingular, its subsidiaries, and its affiliates will
continue to hold all of the FCC licenses and
authorizations that they hold prior to the merger.