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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 WIRELESS PCS, LLC, CRICKET WIRELESS 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 Atlanta, 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 Aio Wireless 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 Leap Wireless 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.