1500 Chase Tower - 707 Virginia Street. E. Charleston, WV 25301 Mailing Address: P.O. Box 2031 Charleston, WV 25327

(304) 345-8900 * Fa: (304) 345-8909

www.kaycasto.com PLLC Attorneys ar Law

December 18,2014

Ms. Ingrid Ferrell Executive Secretary Public Service Commission 201 Brooks Street Charleston, West Virginia 25301 !jgr~ RE: CASE NO. 14- -c-PC AT&T INC., NEW CINGULAR PCS, LLC, LLC, AND CRICKET COMMUNICATIONS, INC.

Joint Petition for a Commission Order exempting an internal re- organization of wireless subsidiaries and related entities from the provisions of West Virginia Code 524-2-12, or in the alternative, for consent and approval.

Dear Ms. Ferrell:

Enclosed herein please find the original and twelve (12) copies of the Joint Petition of AT&T Inc. and its wireless subsidiaries (“Petitioners”) requesting that the Commission exempt an internal re-organization involving wholly-owned subsidiaries providing wireless services from the provisions of West Virginia Code 5 24-2-12 to the extent such provisions may otherwise be applicable. In the alternative, the Petitioners request that the Commission grant approval of the internal re-organization to the extent such approval is required by applicable law.

Should you have any questions regarding this filing, please do not hesitate to contact me.

Sincerely,

kobert R. Rodecker WV State Bar No. 3145

cc: Mark A. Keffer, Esquire

CHARLESTON . MORGAMTOWN Y-T MERITAS LAW FIRMS WORLDWIDE PUBLIC SERVICE COMMISSION OF WEST VIRGINIA CHARLESTON

CASE NO. 14- -c-PC

AT&T INC., NEW CINGULAR WIRELESS PCS, LLC, CRICKET WIRELESS LLC, AND CRICKET COMMUNICATIONS, INC.

Joint Petition for a Commission Order exempting an internal re- organizatioii of wireless subsidiaries and related entities from the provisions of West Virginia Code 5 24-2-12, or in the alternative, for consent and approval.

JOINT PETITION

Come now the above-named AT&T Inc. C‘AT&T”), New Cingular Wireless PCS, LLC,

Cricket Wireless LLC, and Cricket Communications, Inc., (collectively, “Petitioners”) to respectfully request that the Commission enter an order exempting an internal re-organization from the provisions of West Virginia Code 5 24-2-12 to the extent such provisions may otherwise be applicable.’ In the alternative, Petitioners request that the Commission approve the internal re-organization, to the extent such approval is required by applicable law. In support of their Petition, Petitioners state:

1. That the names and principal business addresses of the Petitioners are:

AT&T Inc. 208 South Akard Street Dallas. TX 75202

New Cingular Wireless PCS, LLC 1025 Lenox Park Blvd., NE , GA 303 19

I The Petitioners expressly reserve all rights to assert that the reorganization is not subject to Commission consent or approval under West Vivginiu Code 3 24-2-12. Cricket Wireless LLC 1025 Lenox Park Blvd., NE Atlanta. GA 303 19

Cricket Communications, Inc. 1025 Lenox Park Blvd., NE Atlanta. GA 303 19

2. The Petitioners’ designated contacts are:

Robert R. Rodecker Mark A. Keffer John R. McGhee, Jr. Kay, Casto, & Chaney, PLLC AT&T Services Inc. P.O. Box 2031 43‘d Floor Charleston, WV 25327 675 W. Peachtree Street Phone: (304) 391-8838 Atlanta, GA 30309 E-mail: rrodecker@,kawasto.com Phone: (404) 927-3890 jmcghee@,kavcasto.com E-mail: nik625 1 @,att.com

SUMMARY DESCRIPTION OF THE TRANSACTION

3. This transaction will have no discemable impact on AT&T’s wireless operations in West Virginia. Currently, AT&T has three subsidiaries that provide wireless services in West

Virginia, namely, (a) New Cingular Wireless PCS, LLC, (“NCW,” formerly doing business as

Cingular Wireless and now doing business as AT&T Mobility, (b) Cricket Wireless LLC

(“CWL,” formerly LLC), and (c) Cricket Communications Inc. (“CCI”). NCW is the entity that has provided wireless services in West Virginia for many years, primarily through term contracts with its subscribers. In May 2013, AT&T instituted a prepaid wireless service through a newly-created subsidiary Aio Wireless LLC, now CWL, which at present serves fewer than 300 West Virginia subscribers. On March 13, 2014, AT&T acquired

2 International, Inc.,’” whose subsidiary, CCI, presently provides pre-paid wireless services to

fewer than 350 West Virginia subscribers. AT&T is also the ultimate corporate parent of a broad

range of other subsidiaries that provide a variety of assets and/or services. including to the three

West Virginia wireless companies. but which do not directly interface with West Virginia

subscribers. AT&T proposes to re-organize the properties and relationships of some of its

wireless operations, including interests held by NCW, CWL, CCI and related business units, to

better align and streamline its wireless holdings and to improve its nationwide efficiency.

4. This internal reorganization will have no impact on AT&T’s West Virginia

operations. It will not affect the prices, terms, or conditions under which AT&T’s wireless

subsidiaries provide services to their West Virginia customers.* It will not affect the services

provided to those customers. Indeed, the transaction will have, at most, an imperceptible impact

on the three entities providing wireless services in West Virginia: (a) the ownership interest of

NCW in AT&T Mobility Wireless Operations Holdings LLC (a holding company that holds the

AT&T entities that provides wireless service in Galveston, Texas) will be transferred to, and

consolidated into, another holding company, LWI Holdco, Inc., (b) CCI will be converted to a

limited liability corporation under Delaware law, to become Cricket Communications LLC,

(“CCL”); pursuant to Delaware law, a conversion to an LLC does not result in a change of the

corporate entity (8 Del. C. Sec. 266(h)); and (c) CCL’s ownership interests in affiliates Cricket,

Inc.. Cricket Music Holdco, LLC, and Cricket License Company, LLC will be transferred to

“I See, AT&TInc. and Leap Wireless Internafional, Inc., Case No. 13-1232-C-PC, (Order entered October 2, 2013). 2 To the extent the reorganization results in reduced costs and improved efficiency. it will help AT&T continue to deliver a range of wireless services at reasonable prices.

3 other affiliates. The remainder of the transaction otherwise does not involve any of the three

West Virginia entities, and, as noted, will not affect any West Virginia consumers.

THE PARTIES

5. AT&T Inc. is a holding company, which, through its operating subsidiaries, provides communications services throughout the United States and around the world.3 Relevant to this Petition. its subsidiaries NCW, CWI, and CCI. provide wireless services in West Virginia.

NCW is one of the largest providers of wireless services in the country. Both CWI and CCI primarily provide pre-paid wireless services using their own facilities in certain areas and through resale and roaming relationships with other wireless carriers in West Virginia and other states. Both CWI and CCI have relatively few customers in West Virginia. AT&T’s West

Virginia wireless subsidiaries operate as seamless parts of AT&T’s global wireless operations.

THE INTERNAL REORGANIZATION IS IN THE PUBLIC INTEREST

6. The internal re-organization will occur nationwide and will not cause any interruption or diminution in the wireless services provided in West Virginia by NCW, CWl,, or

CCI As noted above, the reorganization is entirely transparent to customers. It will not cause

In West Virginia, AT&T Inc., through various subsidiaries - none of which are involved in any way with the wireless re-organization at issue here -- provides local and long distance voice and data networking services. AT&T Carp., provides interexchange services and resold and facilities-based competitive local exchange services. Teleport Communications America, LLC, a wholly-owned subsidiary of Teleport Communications Group, Inc., which is a wholly-owned subsidiary of AT&T Corp.: provides resold and facilitizs-based local exchange and interexchange services. BellSouth Long Distance, Inc., d/b/a AT&T Long Distance Service, is a wholly-owned subsidiary of BellSouth Mobile Data, Inc., which is a wholly owned subsidiary of AT&T Inc., and provides resold interexchange services.

4 any change in the rates, ternis, and conditions under which the customers of these companies

receive wireless service. Additionally, the re-organization will not adversely affect competition

in West Virginia and no party is given an undue advantage of another and the re-organization

will not adversely affect the public in this State. For all of these reasons, the proposed re- organization will serve the public interest.

COMMISSION JURISDICTION AND REOUEST FOR APPROVAL

7. In the vast majority of states, transactions involving wireless carriers are not subject to state commission review. However, given prior rulings of this Commission that such transactions may fall within the scope of W.Va. Code 324-1-12, the Petitioners request an order exempting the reorganization from the provisions of rVest Viygiaia Code 9 24-2-12, to the extent such provisions may othenvise be applicable, or, alternatively. granting approval, to the extent such approval is required by applicable law.

8. The law is unsettled on whether transactions involving the transfer of control or merger of wireless carriers must receive Commission approval under West Virgifiia Code $24-2-

12. Until 2006, transfers of control of wireless providers were completed upon the filing of a letter with the Commission, for informational purposes, within five (5) days ofthe effective date of the tran~action.~Subsequently, however, the Commission reversed its prior position and held

4 This practice had been established in cases where the Commission had determined that mergers and transfers of assets or control by wireless carriers involved market entry which has been preempted by Congress under the Omnibus Budge/ Reconciliation Act of 1993. By Order entered February 1, 1995, in Case No. 94-1 143-C-PC, Vanguard AcqLiisiEion Corp., the Commission held that Vanguard and its affiliates should be granted an exemption from West Virginia Code 5 24-2-12 concerning any merger, transfer, sale or acquisition relating to its cellular operations.

5 that transfers of control and merger applications involving wireless carriers must be submitted for review and approval under West Virginia Code $24-2-12.’

9. The Petitioners respectfully request that the Commission enter an order exempting this internal re-organization from requiring approval under West Virginia Code 9: 24-2-1 2; the

Petitioners will inform the Commission within five (5) days of the completion date that the re- organization has been completed. In the alternative, the Petitioners, without agreeing that the

Commission has jurisdiction or authority to require or grant approval, and only to the extent such approval is deemed necessary, respectfully request that the Commission grant its consent to the internal re-organization.

10. As noted, this re-organization is occurring nationwide. In the vast majority of states, state commission approval is not required. Given that this re-organization is transparent to consumers, is entirely internal to AT&T and its wireless entities operating in West Virginia, has no discernable impact on the West Virginia operations of the three AT&T-owned entities serving West Virginia subscribers, and will have no impact on competition in West Virginia, the

Petitioners respectfully request that the Commission waive public notice and hearing on this

Petition as it did in the cases of AT&T Inc. and T-Mobile USA, Inc., Case No. 11-0563-C-PC

(Order entered July 29, 201 1); Voicestream Pittsburgh L P., T-Mobile Central LLC, and T-

Mobile Northeast LLC, Case No. 12-1585-C-PC (Order entered January 11,2013), and Business

5 In the cases of American Cellular Corporalion dba CeNularOne and Highland Cellular LLC dba CellularOne, Case No. 06-1 l99-C-PC, (Order entered September 18, 2006), Sprint Nextel Corporution, Case No. 06-0852-T-PC, (Order entered December 11, 2006), AT&T Inc. and Dobson Communications Corporation, Case No. 07-1290-C-PC (Order entered September 14, 2007), and AT&T Inc. and Easterbrooke Cellular Corporation, Case No. 07-1917-C-PC (Order entered December 7, 2007), the Commission reviewed transfer of control and merger applications of wireless carriers and granted its prior consent and approval pursuant to Wesf Virginia Code 524-2-12. 6 Although this Commission approved the proposed merger of AT&T Inc. and T-Mobile USA Inc., the transaction was abandoned by the parties.

6 Telecom, Inc., DelluCom, LLC, EarthLink Business, LLC and CTC Communications Corp., Case

No. 13-1467-T-PC (Order entered December 11,2013).

WHEREFORE, the Petitioners respectfully pray:

(1) That the Commission enter an order exempting the reorganization from the provisions of West Virginia Code 5 24-2-12 and, therefore, from the Commission’s review, consistent with the Commission’s Order of February 1, 1995, in Case No. 94-1143-C-PC,

Vanguard Acquisition Corp., and, most recently, its Order of February 25, 201 1, in Case No. 10-

1428-C-PC, Cellco Partnership, dba Wireless; or

(2) In the alternative, and only to the extent required by law, that the Commission enter an order granting its consent to the re-organization pursuant to U’es/ Virginiu Code 5 24-2-

12; and

(3) That the Commission, consistent with the December 11, 2013, Order in Business

Telecom, Inc., DeltaCom, LLC, EurthLink Business, LLC and CTC Communications Corp., Case

No. 13-1467-T-PC, the January 11, 2013, Order in Voicestream Pittsburgh L.P., T-Mobile

Central LLC, and T-Mobile Northeast LLC, Case No. 12-1585-C-PC, and the July 29, 2011,

Order in AT&TInc., and T-Mobile USA, Inc., Case No. 11-0563-C-PC, waive public notice and hearing on this Petition and any other formal filing requirements.

Respectfully submitted

AT&T INC., NEW CINGULAR WIRELESS PCS, LLC, CRICKET WlRELESS LLC, and CRICKET COMMUNICATIONS. INC.

PETlTIONERS By Their Counsel:

kobert R. Rodeckir [State Bar ID #-3145] John R. McGhee, Jr. [State Bar ID f# 52051 Kay, Casto, & Chaney, PLLC P.O. Box 2031 Charleston, WV 25327 Phone: (304) 391-8838 E-mail: i-rodecker@,kavcasto.com jnicghee@,kavcasto.com

Mark A. Keffer [State Bar ID f# 19881 AT&T Services Inc. 675 W. Peachtree Street -- 431d Floor Atlanta, GA 30309 Phone: (404) 927-3890 E-mail: nik625 1 @,att.com-

December 18,2014

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