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5 13-.9 $53+=:s l, Fs =(D ioc 8 i}esAo oFi i;J.Y ZB!'r o q3.c -a tr€ Eg H+cY1E Intemational & Domestic Section 214 Transfer of Control Attachment I
ATTACHMENT 1 TO FCC ELECTRONIC FORM FOR TRANSFER OF CONTROL OF INTERNATIONAL SECTION 214 AUTHORIZATIONS AND DOMESTIC SECTION 214 AUTHORITY
Pursuant to Section 214 of the Communications Act of 1934, as amended, ("the Act"), 47 U.S.C. $214, and Section 63.24 of the Commission's rules,47 C.F.R. *63.24, AT&T Inc. ("AT&T" or "Transferor") and Liberty Latin America Ltd. ("LLA" or "Transferee") hereby request Commission consent to the transfer of control of the international Section 214 authorizations and domestic Section 214 authority held by AT&T Mobility Puerto Rico Inc. ("AT&T Mobility PR") frorn AT&T to LLA.I
Answer to Question 10 - Section 63.18(c)-(d)
Transferor Information :
AT&T Inc.
208 S. Akard Street Room 3110 Dallas, TX75202 Attention: G. Troy Hatch [email protected] Telephone: 214-7 57 -3730 with a copy to
Peter J. Schildkraut Arnold & Porter 601 Massachusetts Avenue, NW Washington, DC 20001 (202) 942-s634
P eter. S ch i I dkr aut@amol dp o rter. c om
International Section 214 Authorizations:
AT&T Inc. owns and controls AT&T Mobility PR, which holds the following international and domestic Section 214 atthorizations which are the subject of this transfer of control application:
File Nos.:
IT C-21 4 - 1993 03 1 5 -00040 (Global Resale S ervice) ;
IT C-21 4 -19940 I 07-000 1 1 (Global Resale Service) ;
I AT&T and LLA (collectively "the Applicants") are filing a total of two applications to transfer control of international Section 214 authorizations, one for AT&T Mobility Puerto Rico Inc. and one for AT&T Mobility USVI Inc. Intemational & Domestic Section 214 Transfer of Control
Attachment 1
ITC-214-1998091 8-00669 (Global Facilities-Based Service); and Blanket domestic Section 214 authority pursuant to 47 C.F.R. $63.01.
Transferee Information :
Liberty Latin America Ltd.
1550 Wewatta Street Suite 1000 Denver, CO 80202 Telephone: (303) 925-6000 with a copy to
Robert L. Hoegle Timothy J. Fitzgibbon Nelson Mullins Riley & Scarborough LLP 101 Constitution Avenue, Suite 900 Washington, DC 20001 (202) 689-2816 [email protected] tim. fi [email protected]
International Section 214 Authorizations:
LLA does not hold an international Section 214 authorization. Certain subsidiaries of LLA hold the international Section2l4 authorizations set forth below:
Natno of Authorized, Cfl rrier File Number Authori v
CWC New Cayman Limited tTC-2t4-201 005 12-00 I 9 1 Global or limited global facilities-based and resale service Columbus Networks IT C -2 | 4 -20 07 0220 - 0 0 07 7 Global or limited global Telecommunications Services facilities-based and resale USA.Inc. service Columbus Networks Puerto tT c-2t 4 -2009 | t27 -00 497 Global or limited global Rico Inc. facilities-based and resale service
A wholly-owned subsidiary of LLA, Liberty Cablevision of Puerto Rico LLC ("LCPR"), has applied for an international Section 214 authorization for global or limited global facilities-based and resale service. See Application File No. ITC-214-20170323-00053. LCPR's application remains pending. Intemational & Domestic Section 214 Transfer of Control Attachment 1
Answer to Question 11 - Section 63.18(h):
Upon completion of the proposed transaction, the following persons and/or entities are expected to have a shareholding greater than l\Yo of the voting andlor equity securities of LLA:
Dr. John C. Malone c/o 1550 Wewatta Street, Suite 1000 Denver, Colorado 80202 U.S. citizen Interest: Approximately 25.07 percent of LLA's aggregate voting power Principal business: telecommunications and investments
Answer to Question 12 - Section 63.18(h)
LLA Director Brendan Paddick is a Director of The Bahamas Telecommunications Company Lilnited.
Answer to Question 13 - Narrative of the Transaction and Public Interest Statement.
Please see Attachment 2.
Answer to Question 14 - Section 63.18(i):
LLA, the transferee, certifies that it is not a foreign carrier. LLA is affiliated with the foreign carriers (or their operating subsidiaries) listed below. Upon consummation of the proposed transaction, AT&T Mobility PR will become affiliated with such foreign carriers.
Dominant Countryr Entity Status? Ansuilla Cable and Wireless (Ansuilla) Limited Y Cable & Wireless Antigua & Barbuda Limited Y Antigua & Barbuda Kelcom International (Antisua & Barbuda) Ltd. N The Bahamas Telecommunications Company Limited Y Bahamas Columbus Communications Limited N Cable & Wireless (Barbados) Limited Y Barbados Columbus Telecommunications (Barbados) Limited N Karib Cable Inc. N Beleium Telenet Grouo Holdins N.V. N Belize ARCOS-l USA,Inc. N Bonaire Columbus Networks Bonaire, N.V. N
British Virgin Islands Cable and Wireless (British Virgin Islands) Limited Y Cavman Islands Cable and Wireless (Cavman Islands) Limited Y Chile VTR GlobalCom SoA N Columbus Networks de Colombia. Ltda. N lnternational & Domestic Section 214 Transfer of Control Attachment I
Country Entity Dorr{inant Staitus? Columbus Networks Zona Fr anca Ltda. N Colombia Lazvs de Colombia S.A.S. N Columbus Networks de Costa Rica S.R.L. N Costa Rica Promitel Costa Rica S.A. N Columbus Communications Curacao N.V. N Curacao Columbus Networks Curacao, N.V. N Columbus Networks Netherlands Antilles. N.V. N Dominica Cable & Wireless Dominica Limited Y
Columbus Networks Dominicana, S.A. N Dominican Republic CWC Cable & Wireless Communications Dominican Y Reoublic SA Columbus Networks Centroamerica. S. de R.L. N El Salvador Columbus Networks El Salvador S.A. N Cable & Wireless Grenada Limited Y Grenada Columbus Communications (Grenada) Limited N Guatemala Columbus Networks de Guatemala Limitada N Honduras Columbus Networks de Honduras. S. de R.L. N Ireland Virsin Media Ireland Ltd N Cable & Wireless Jamaica Limited Y Jamaica Columbus Communications Jamaica Limited N Columbus Networks Jamaica Limited N Mexico Colurnbus Networks de Mexico S. de R.L. de C.V. N Montserrat Cable and Wireless (West Indies) Limited Y Netherlands YodafoneZisso Grouo Holdins BV N Nicarasua Columbus Networks Nicarasua v Comnania Limitada N Cable & Wireless Panama S.A. Y CWC WS Holdinss Panama S.A. Y Panama Columbus Networks de Panama S.R.L. N Promitel Panama S.A. N Peru Lazts Peru S.A.C. N Poland UPC Polska Sp. z.o.o. N St. Kitts & Nevis Cable & Wireless St. Kitts & Nevis Limited Y Columbus Communications (St. Lucia) Limited N St. Lucia Tele (St. Lucia) Inc. N Cable & Wireless (St. Lucia) Limited Y Cable & Wireless St. Vincent and the Grenadines Y St. Vincent & the Limited Grenadines Columbus Communications St. Vincent and the N Grenadines Limited Slovak Republic UPC Broadband Slovakia sro N Switzerland UPC Schweiz GmbH N Columbus Communications Trinidad Limited N International & Domestic Section 214 Transfer of Control Attachrnent I
Country Entity Dordinant StaLus? Columbus Networks International (Trinidad) Limited N Trinidad and Tobago Telecommunications Services of Trinidad and Tobago Limited Y Turks & Caicos Columbus Networks Limited N Islands Cable and Wireless (TCI) Limited Y United Kingdom Virgin Media Operations Limited N Venezuela Columbus Networks de Venezuela, S.A. N
Answer to Question 15 - Section 63.18(i)
Upon consummation of the proposed transaction, international Section 214 authorization holder AT&T Mobility PR will be authorized to provide international telecommunications services to all destination points listed in response to Question 14.
Answer to Question 16 - Section 63.10
Pursuant to 47 C.F.R. $63.18(m), upon completion of the proposed transaction, AT&T Mobility PR will qualify for a presumption of non-dominant status on all intemational routes except those listed below, because each of its post-transaction foreign carrier affiliates (except those listed below) lacks 50 percent market share in the fixed local access and international transport markets on the foreign end of the route.
Ansuilla Cable and Wireless (Ansuilla) Limited Antisua and Barbuda Cable & Wireless (Antigua and Barbuda) Ltd. Bahamas The Bahamas Telecommunications Company Limited Barbados Cable & W reless (Barbados) Ltd British Virsin Islands Cable & W reless (British Virsin Islands) Ltd Cavman Islands Cable & W reless (Cavman Islands) Ltd Dom n ca Cable & W reless Dominica Limited Dominican Republic CWC Cable & Wireless Communications Dominican Reoublic SA Grenada Cable & W reless Grenada Ltd Jamaica Cable & W reless Jamaica Ltd Montserrat Cable & W reless (West Indies) Ltd Panama Cable & W reless Panama S.A Panama CWC WS Holdinss Panama S.A. St Kitts & Nevis Cable & W reless (St. Kitts and Nevis) Ltd St. Lucia Cable & W reless (St. Lucia) Limited St. Vincent/Grenadines Cable & W reless (St. Vincent and the Grenadines) Ltd Trinidad & Tobaso Telecommunications Services of Trinidad & Tobaso Limited Intemational & Domestic Section 214 Transfer of Control
Attachrnent 1
Answer to Question 18 - Section 63.18(k)
Although Bahamas is in the process of acceding to the World Trade Organization ("WTO"), it is not yet a member.2 The other countries identified in Question 15 are WTO members.3
2 See World Trade Organization, Bahamas-Accession Status (last visited Oct. 30, 2019), https ://www.wto.org/english/thewto_e/acc_e/a I _bahamas_e. htm.
3 The FCC has treated the British overseas territories as WTO Members. See Letter from Robert E. Dalton, Assistant Legal Adviser for Treaty Affairs, United States Department of State, to Rebecca Arbogast, Telecommunications Division, InternationalBureau,FederalCommunicationsCommission(Feb. 16,2000),atl,citedinCable&Wireless USA, Inc. Applicationfor Authorily to Operate as a Facilities-Bqsed Carrier in Accordance with the Provisions of Section 63.18(Q@ of the Rules Between the United States and Bermuda, Authorization and Certificate, 15 FCC Rcd. 3050 (Int'l Bur 2000), at fl7. International and Domestic 214 Application Attachment 2
Public Interest Statement
Proposed transfer of Control of AT&T Mobility Puerto Rico Inc. and AT&T Mobility USVI Inc. to Liberty Latin America Ltd.
Exhibit International and Domestic 214 Application Attachment 2
TABLE OF CONTENTS
Summary and Introduction...... 1 I. The Proposed Transaction...... 2 III. Parties to the Application ...... 4 LLA and Leo Cable (Transferees,)...... 4 AT&T Inc. (Transferor) ...... 5 The Transferred Companies...... 6 Qualifications of AT&T and LLA ...... 6 m. Standard of Review of Proposed Transaction ...... 7 IV. Request for Declaratory Ruling Regarding Liberty Latin America Ltd...... 9 V. Important Public Interest Benefits for Consumers in Puerto Rico and USVI Resulting from Transaction ...... 10 Enhanced Network Resiliency and Redundancy in Puerto Rico and U\W...... 10 Increased Competition to ILECs in Puerto Rico and U9W...... 12 Optimizing the Mobile Network and lts Operation ...... 15 Experienced Local Management and Local Focus for Wireless \ervices...... 17 VL Absence of Public Interest Harms ...... 17 A. The Transaction Will Not Decrease the Nuruber of Competitors Providing Mobile Wireless or Video Distribution Services ...... 18 Mobile Wireless Services ...... 18 Video Distribution Sentices...... 18 B. The TransactionWill Have Minimal Impact on Competition in Fixed Services...... l9 Fixed Broadband Services ...... 19 Business Data 5ervices...... 20 Value-Added Managed Services...... 23 C. The Transaction Will Have No Adverse Impact on Competition in USW ...... 23 D. The TransactionWill Have No Impact on FirstNet ...... 24 V[. WCS C and D Block Waiver ...... 24 Vm. Related Governmental Filings...... 26 IX. Miscellaneous Regulatory Issues ...... 26 A. After-Acquired Authorizations ...... 26 B. Blanket Exception to Cut-OffRu1es...... 28
X. Conclusion ...-....29 SCHEDULE 1 ...... 30 lntemational and Domestic 214 Application Attachment 2
Summary and Introduction
Liberty Latin American Ltd. ("LLA") and AT&T Inc. (collectively, with its subsidiaries and affiliates, "AT&T") (collectively, "Applicants") seek consent to the transfer of control to LLA of AT&T Mobility Puerto Rico Inc. ("AT&T Mobility PR") and AT&T Mobility USVI Inc.
("AT&T Mobility USVI") (collectively, "Transferred Companies") and the FCC licenses, leases, and authorizations held by them. A wholly-owned subsidiary of LLA will acquire the Transferred
Cornpanies in the proposed transaction, and they will then be operated with Liberty Cablevision of Puerto Rico LLC ("LCPR").
By combining the complementary businesses of LCPR and the Transferred Companies,
LCPR will have the facilities and operations required to provide mobile wireless services in Puerto
Rico and the U.S. Virgin Islands ("USVI"), and the combination will result in important public interest benefits for consumers in Puerto Rico and USVI:
Enhancing network resiliency and redundancy in Puerto Rico and USVI through burying substantial portions of LCPR's core network in AT&T Mobility PR's conduit and having alternative fiber routes in and to Puerto Rico and USVI; Increasing competition to the ILECs in Puerto Rico and USVI by enabling LCPR to provide a "quad play" of communications services to consumers in Puerto Rico, improving the quality and reliability of both fixed and wireless services to consumers, and potentially deploying fixed services in USVI; Optimizing the mobile network and its operation in Puerto Rico by providing wireline backhaul through LCPR's network and increasing network redundancy and improving operations, including better frequency coordination between the mobile networks in the British Virgin Islands and USVI; and Intensifying the local focus for wireless services in Puerto Rico and USVI through experienced local management and increased local facilities.
The proposed transaction offers these compelling public interest benefits, among others, without any countervailing public interest harms. Competition for mobile wireless, broadband International and Domestic 214 Application Attachment 2
internet, video distribution, telephony, and Business Data Services ("BDS") services will remain robust in Puerto Rico and USVI. LCPR's entry into the market for wireless services in Puerto
Rico and USVI will not affect the number of competitors providing those services or the distribution of spectrum assets among those competitors. The video distribution business of
DIRECTV is not included in the transaction, so the number of competitors providing video services likewise remains unchanged. As explained below, the proposed transaction will have minimal impact on competition in fixed services in Puerto Rico, including flxed broadband services and BDS. Finally, this transaction will not affect AT&T's ability to deliver the network and services it has promised to the FirstNet Authority and eligible first responders in Puerto Rico and USVI.
LLA is majority-owned and controlled by U.S. persons. However, because it is organized under the laws of Bermuda, it also is flling a request for a declaratory ruling that its indirect ownership of the Transferred Companies would not be contrary to the public interest. The
Applicants also seek permission to transfer the relief granted to the Transferred Companies for
2.3 GHz Wireless Communications Service C and D block spectrum and treatment of miscellaneous regulatory issues consistent with prior Commission precedent.
For these reasons, the Applicants respectfully request that the Commission conclude that the proposed transaction serves the public interest, convenience and necessity, and expeditiously and unconditionally grant the Applications.
I. The Proposed Transaction
Subject to regulatory approval, LLA, through its indirect, wholly-owned subsidiary Leo
Cable LP ("Leo Cable"), has agreed to acquire all of the outstanding capital stock of Beach
Holding Corporation ("Beach") from three wholly-owned subsidiaries of AT&T: AT&T Corp.; International and Domestic 214 Application Attachment 2
AT&T International Holdings, LLC;and SBC Telecom,Inc. (collectively "Sellers"). Beach holds all of the outstanding capital stock of AT&T Mobility PR and AT&T Mobility USVI.
The Transferred Companies provide mobile wireless voice and data communications services across Puefto Rico and the USVI, as well as wireline internet, private data, VoIP, TDM voice, data center, and associated services to certain business customers located in Puerto Rico.
The Transferred Companies hold the FCC spectrum licenses and leases and international
Section 214 authorizations set forth in Schedule 1, and AT&T Mobility PR also has blanket domestic Section 214 authority. The current applications seek FCC consent to the transfer of control of the Transferred Companies (and their licenses, leases, and authorizations) from AT&T to LLA to hold indirectly through Leo Cable or another LLA subsidiary.l LLA is not acquiring any interest in DIRECTV, AT&T's video business, or in any submarine cable or cable landing station held by AT&T.2 Likewise, AT&T is not transferring its 39 GHz spectrum in Puerto Rico and USVI to LLA. AT&T also is retaining certain customers with which it has a global services busi ness relationship.
I Under the terms of the Stock Purchase Agreement by and amgng Sellers, Leo Cable, and LLA (a copy of which is appended to LLA's 8-K, filed Oct. 15, 2019, https://lla.com/ir-sec- filings.html), Leo Cable may assign its rights to another LLA subsidiary. 2 Accordingly, the Applicants are not seeking to transfer control of the submarine cable landing license for the AMERICAS-II cable system, of which AT&T Mobility PR is a co-licensee (File No. SCL-L[C-19980429-00019), and AT&T Mobility PR's associated international Section 214 authorization (File No. ITC-214-19980430-00923). AT&T will make appropriate filings to ensure no transfer of control of these authorizations to LLA takes place as a result of the consummation of this transaction. As part of the transaction, however, AT&T Mobility PR will purchase an indefeasible right of use ("IRU") in submarine cable system capacity from AT&T Corp., consisting of two pairs of 10G IRU capacity in three different systems for five-year terms, with the option to extend. lnternational and Domestic 214 Application Attachment2
In connection with the transaction, AT&T is subcontracting with the Transferred
Companies to fulfill certain of AT&T's commitments to the First Responder Network Authority
("FirstNet Authority") to build out and operate the Nationwide Public Safety Broadband Network
("FirstNet") in Puerto Rico and USVI and to market AT&T's FirstNet services to public safety customers in those territories.3 As explained more fully below, this transaction will not affect
AT&T's ability to deliver the network and services it has promised to the FirstNet Authority and eligible first responders in Puerto Rico and USVI.
III. Parties to the Application (
LLA and Leo Cable (Transferees)
LLA provides communications and entertainment services in Chile, Puerto Rico, the
Caribbean, and other parts of Latin America, including video, broadband internet, telephony, and mobile services.a LLA is a Bermuda company limited by shares, and it is the ultimate parent company of Leo Cable and LCPR. As a result of the transaction, the Transferred Companies would become indirect subsidiaries of LLA.
LCPR is a competitive local exchange carrier ("CLEC") and also is the largest cable operator in Puerto Rico. passing over one million homes or approximately 85%o of all households on the island. LCPR's fully digital, two-way hybrid fiber coaxial ("HFC") cable network, which
3 FirstNet is the nationwide, wireless communications platform dedicated to America's first responders and public safety community. It is being built by AT&T in a public-private partnership with the FirstNet Authority - an independent authority within the federal government. Mandated by Congress, FirstNet is designed to strengthen and modernize public safety communications, helping first responders connect to the critical information they need to respond to emergencies. 4 LLA provides fixed, mobile and subsea telecommunications services, as well as video and broadband internet services, in Latin America and throughout the Caribbean. LLA operates in 25 countries, with over'7 million homes passed, nearly 6 million revenue-generating units, and 3.7 million mobile subscribers.
4 International and Domestic 214 Application Attachment 2
includes more than 11,500 miles of HFC cable plant, enables LCPR to deliver high-speed broadband internet services, digital video services and fixed-line telephony services. LCPR currently provides broadband internet services to approximately 340,000 customers, video services to approximately 220,00A customers, and fixed-line telephony to approximately 205,000 customers, virtually all of whom are residential customers.s LCPR provides "triple-play" service bundles (broadband internet, digital video, and fixed-line telephony) to approximately 165,000 of these customers, but it currently does not have the capability to offer its own wireless services in a "quad-play" bundle. LCPR also provides business data services and enhanced interconnectivity points in Puerto Rico to companies via its fiber network.
AT&T Inc. (Transferor)
AT&T is a global leader in telecommunications, media and entertainment, and technology.
AT&T has four operating units: (i) AT&T Communications provides more than 100 million U.S. consumers with entertainment and communications experiences across TV, mobile, and broadband services, and it also serves nearly 3 million business customers with high-speed, highly secure connectivity and smart solutions; (ii) WarnerMedia is a leading media and entertainment company that creates and distributes premium and popular content to global audiences through its consumer brands including: HBo, Warner Bros., TNT, TBS, CNN, DC Entertainment, and others;
(iii) AT&T Latin America provides pay-TV services across 11 countries and territories in Latin
America and the Caribbean, and is the fastest growing wireless provider in Mexico, serving consumers and businesses; and (iv) Xandr provides marketers with innovative and relevant s Many of LCPR's customers receive bundled packages comprised of two or three services, i.e. broadband, video, and fixed-line telephony services. Consequently, LCPR's total customer base is not the aggregate of these customers. Rather, LCPR has approximately 392,000 unique customers. International and Domestic 214 Application Attachment2
advertising solutions for consumers around premium video content and digital advertising through its AppNexus platform. AT&T products and services are provided or offered by subsidiaries and affiliates of AT&T Inc. under the AT&T brand and not by AT&T Inc.
Th e Tran sfe rr ed C o mp anie s
The Transferred Companies hold the FCC licenses, leases, and authorizations listed in
Schedule 1. Beach holds all of the outstanding stock of the Transferred Companies.
The Transferred Companies provide high-speed mobile voice, data, and value-added services to approximately 1.1 million postpaid and prepaid active devices in Puerto Rico and USVI over 3G UMTS and 4G LTE mobile networks that cover the entire populations of the islands. The wireless networks in Puerto Rico and USVI incorporate hundreds of cell sites, the vast majority of which are served by fiber backhaul and have permanent power generators.
In addition, AT&T Mobility PR is a CLEC in Puerto Rico. Continuing the operations of the former Centennial Communications Corporation, which AT&T acquired in 2009, it provides business enterprises in Puerto Rico - principally, larger ones - with VoIP, internet, private data, and data center services. AT&T Mobility PR does not offer residential wireline service.
Quaffications of AT&T and LLA
Although the Commission typically does not consider the qualifications of the transferor seeking to transfer control,6 it has concluded repeatedly that AT&T has the qualifications required
6 The Commission generally does not reevaluate the qualifications of transferors unless issues have been raised in petitions relating to the basic qualifications of the transferor that are sufficiently serious to warrant designation for hearing. Applications of Level 3 Comruunications, Inc. and CenturyLink, Inc. for Consent to Transfer Control of Licenses and Authorizations, WC Docket No. 16-403, Memorandum Opinion and Order,32 FCC Rcd 9581 ,9587, \ 13 (2017) ("Centurylink/Level 3 Order"); Applications of AT&7, Inc. and DIRECTV for Consent to Assign orTransferControlofLicensesandAuthorizations,MBDocketNo. 14-90,MemorandumOpinion and Order, 30 FCC Rcd 9131, 9139-40,1125 (2015) ("AT&T-DIRECTV Order"); Applications of International and Domestic 214 Application Attachment 2
by the Communications Act to control Commission authorizations.T Likewise, since 2018, the
Commission has approved LLA as qualified to hold a controlling interest in entities having cable landing licenses and section 214 Authorizations issued by the Commission.8
III. Standard of Review of Proposed Transaction
Pursuant to sections 214(a) and 310(d) of the Communications Act of 1934, as amended,e the Commission must determine whether the proposed transfer of control of AT&T Mobility PR and AT&T Mobility USVI (and the FCC licenses and authorizations held by each) to LLA will serve the public interest, convenience, and necessity. In making this determination, the
SoftBank Corp., Starburst II, Inc., Sprint Nextel Corporation, and Clearwire Corporation for Consent to Transfer Control of Licenses and Authorizations,IB Docket No. 12-343, Memorandum Opinion and Order, Declaratory Ruling, and Order on Reconsideration, 28 FCC Rcd 9642,9653, 1t27 (20t3). 7 See, e.g., NI&T-DIRECTV Order, 30 FCC Rcd at 9142,1[24; Applications of Cricket License Company, LLC, Leap Wireless International, Inc., and AT&T Inc. for Consent to Transfer Control of Authorizations and Application of Cricket License Company, LLC and Leap Licenseco Inc. for Consent to Assignment of Authorization, WT Docket No. 13-193, Memorandum Opinion and Order, 29 FCC Ftcd 2735, 2745,11 19 (2014); Applications of AT&T Inc. and Atlantic Tele- Network, Inc. for Consent to Transfer Control of and Assign Licenses and Authorizations, WT Docket No. 13-54, Memorandum opinion and order, 28 FCC Rcd 13,670 ,I[ l7 (2013). 8 See Public Notice, DA No. l7-298,Report No. SCL-00l97,March3},z}l7 (transfer of control of CWC New Cayman Limited, ARCOS-I USA, Inc., and Columbus Networks USA, Inc. to Liberty Global plc); Public Notice, DA No. 18-419, Report No. TEL-01904, April 26, 2Ol8 Notification of Pro Forma Transfer of Control from Liberty Global plc to Liberty Latin America Lrd. e Section 310(d) of the Act requires the Commission to consider applications for transfer of Title III licenses under the same standard as if the proposed transferee were applying for licenses directly under section 308 of the Act, 47 U.S.C. $308. See, e.g., AT&T Inc. and Bellsouth Corporation Applicationfor Transfer of Control, WC Docket No. 06-74, Memorandum Opinion and Order, 22FCC Rcd 5662, 5ffi2, n D n.64 (2001) ("AT&T-BellSourh Order"). International and Domestic 214 Application Attachment 2
Commission begins by assessing whether the proposed transaction complies with the specific provisions of the Act, other applicable statutes, and the Commission's rules.l0
If the proposed transaction does not violate a statute or rule, then the Commission considers whether the transaction could result in public interest harms by "substantially frustrating or impairing the objectives of the Act or related statutes."l1 The Commission repeatedly has stated that it confines its review to those harms that may "arise from the proposed transaction (i.e., transaction-specific harms)" and that are "related to the Commission's responsibilities under the
Communications Act and related statutes."12 Where the Commission determines that a proposed transaction raises no potential public interest harms, or only potential harms that can be sufficiently addressed by narrowly tailored conditions, the Commission then considers whether the proposed
r0 See, e.g., Applications of T-Mobile [JS, Inc. and Sprint Corporation for Consent to Trasnfer Control of Licenses and Authorizations, WT Docket No. 18-197, Memorandum Opinion and Order, Declaratory Ruling, and Order of Proposed Modification, FCC 19-103 (rel. Nov. 5,2019), 1[ 39 ("T-Mobile/Sprint Order"); AT&T-DIRECTV Order, 30 FCC Rcd at 9139,1[ 18 (2015); Applications of Comcast Corp., General Electric Co., and NBC Universal, Inc. for Consent to Assign Licenses and Transfer Control of Licensees, MB Docket No. 10-56, Memorandum Opinion and Order, 26FCC Rcd 4238, 4247,1122 (2}ll). 11 T-Mobile/Sprint Order, ![40; CenturyLinULevel 3 Order, 32FCC Rcd at 9585,9[9. 12 T-Mobile/Sprint Order, ![40; Centurylink/I-evel 3 Order, 32FCC Rcd at 9585, ![ 9; see also, SBC Communications Inc. and AT&T Corp., Applications for Approval of Transfer of Control, WC Docket No. 05-65, Memorandum Opinion and Order, 20 FCC Rcd 18290, 18303,5[ 19 (2005); Applications of AT&T Wireless Services, Inc. and Cingular Wireless Corporation for Consent to Transfer Control of Licenses and Authorizations et al., WT Docket Nos. 04-70, 04-254, 04-255, Memorandum Opinion and Order, 19 FCC Ptcd 21522, 21545-46, \ 43 (2004); Applications of Nextel Partners, Inc. Transferor, and Nextel WIP Corp. and Sprint Nextel Corporation, Transferees, for Consent to Transfer Control of Licenses and Authorizatians, File Nos. 0002444650, 0002444656, 0002456809, Memorandum Opinion and Order, 21 FCC Rcd 7358, 7361,119 (2006); Applications of AT&T and CellCo Ptship. d/b/a Verizon Wireless, WT Docket No. 09-104, Memorandum Opinion and Order, 25 FCC Rcd 8704, 8747, 1[ 101 (2010) ("AT&T/V erizon Order"). International and Domestic 214 Application Attachment 2
transaction will result in public interest benefits.13 The Commission has long recognized that there is a clear public interest benefit in allowing a licensee or authorization holder to assign or transfer control of its license or authorization freely.ra The Commission will also review other public interest benefits of a transaction, with the applicants bearing the burden of proving those benefits by a preponderance of the evidence.ls
IV. Request for Declaratorv Rulins Resardins Libertv Latin America Ltd.
The proposed transaction does not violate the Communications Act or any FCC regulation.
However, because LLA is a company organized under the laws of Bermuda, the Applicants request a declaratory ruling that LLA's indirect ownership of the Transferred Companies would not be contrary to the public interest. As set forth in the accompanying Petition for Declaratory Ruling,
U.S. persons hold over 677o of the equity and 80Vo of the voting interests in LLA. Clearly, the
13 T-Mobile/Sprint Order, ![ 41; Centurylink/Level 3 Order, 32FCC Rcd at 9585, jl 10. 14 T-Mobile/Sprint Order, fl 41; Centurylink/Level 3 Order, 32FCC Rcd at 9585, j[ l0; see also, Amendment of Section73.3596 of the Commission's Rules (Applications for Voluntary Assignments or Transfers of Control), Memorandum Opinion and Order, 4 FCC Rcd 1710 (1988), affirming 59 RR 2d 1081 (1982) (eliminating three-year holding requirement for broadcast licenses and acknowledging that the public interest and the interests of the listening public are usually served best by freely allowing sales to qualified new owners); Amendment of the Commission's Space Station Licensing Rules and Policies, IB Docket No. 02-34, First Report and Order and Further Notice of Proposed Rulemaking, 18 FCC Rcd 10760, IO84I-44 (2003) (eliminating anti-trafficking policy for satellite licenses and facilitating the transfer of licenses to those parties that have the greatest incentive and ability to construct a satellite system expedites service, enables the highest and best use of satellite spectrum, and helps licensees mitigate risk, thereby encouraging additional investment). ls T-Mobile/Sprint Order, ![41; Centurylink/Level 3 Order, 32FCC Rcd at 9586, j[ ll n.36;47 U.S.C. $309(e); see NI&T-DIRECTV Order, 30 FCC Rcd at 9140,\18;Applicationsfor Consent to the Assignment and/or Transfer of Control of Licenses, Adelphia Communications Corp. Assignors to Time Warner Cable, Inc. et al,MB Docket No. 05-192, Memorandum Opinion and Order, 2l FCC Rcd 8203, 8217 ,1123; Application of EchoStar Communications Corp., CS Docket No.01-348, Hearing Designation Order, 17 FCC Rcd 20559, 20574,1125 (2002). International and Domestic 214 Application Attachment 2
public interest would not be served by denial of applications based solely upon the jurisdiction in which LLA is organized.r6
V. Important Public Interest Benefits for Consumers in Puerto Rico and USYI Resultine from TransaCtion
Customers and residents of Puerto Rico and USVI will enjoy significant public interest benefits from the combination of LCPR's fiber network in Puerto Rico with AT&T Mobility PR's wireless network, increased redundancy and resiliency for the networks in Puerto Rico and USVI and coordination of LLA's mobile wireless network in the British Virgin Islands with AT&T
Mobility USVI's wireless network.
Enhanced Network Resiliency and Redundancy in Puerto Rico and aSVI
Consumers in Puerto Rico will have the benefit of a more efficient, resilient, and redundant telecommunications infrastructure as a result of the combination of AT&T Mobility PR's telecommunications infrastructure with LCPR's fiber assets throughout Puerto Rico. After closing, LCPR will have the ability to bury significant portions of its fiber network in the existing
AT&T Mobility PR conduit (approximately 70Vo of AT&T core fiber network in Puerto Rico already is underground), hardening the LCPR fiber network far more quickly and cost-effectively
(and with significantly less disruption to roads and other infrastructure) than if LCPR buried that fiber separately. Instead of years of disruptive and expensive construction, LCPR will be able to pull fiber through existing conduit in months, with little to no disturbance of the public rights-of- way. Indeed, swift approval of these Applications could allow LCPR to install a significant percentage of its core fiber network underground in AT&T Mobility PR conduit before the next
16 Puerto Rico Telephone Company, the incumbent local exchange carrier and wireless provider in Puerto Rico, is a wholly-owned subsidiary of Am6rica M6vil, S.A.B. de C.V. ("America Movil"), which is organized under the laws of Mexico.
10 International and Domestic 214 Application Attachment 2
hurricane season. Moreover, avoiding the redundant construction costs will enable LCPR to reallocate funds to bury additional portions of its network on the island. Buried fiber is significantly less susceptible to damage and destruction fiom storms, thus reducing the likelihood of service outages and improving the recovery time for LCPR's residential and business fixed internet, telephony, and cable television customers when weather events occur.
The reach and availability of the combined LCPR and AT&T Mobility PR fiber networks also will enable LCPR to establish and maintain redundant capability for headends, cell sites, and other communications facilities in many parts of the island. The ability to transmit communications over alternate fiber routes provides an additional layer of protection against weather-related and other outages. Additionally, LCPR will have more networkelements in Puerto
Rico, which will provide a higher level of service to the people of Puerto Rico and USVI.
The FCC has long recognized that Puerto Rico and USVI present unique challenges to providers of telecommunications and other services due to their remoteness from the U.S. mainland, their topography, and other factors.lT In particular, the extensive damage to the communications infiastructure in Puerto Rico and USVI caused by Hurricanes Irma and Maria in
2Ol7 has highlighted the need for greater resiliency and redundancy in the telecommunications infrastructure there.18
n See, e.g., The Uniendo A Puerto Rico Fund and The Connect USVI Fund, et al., Report and Order and Order on Reconsideration, 2019 WL 4855422, at *39 (2019); Connect America Fund et al., WC Docket No. 10-90, Report and Order and Further Notice of Proposed Rulemaking, 26 FCC Rcd 17663,17737-38,It193 (2}ll), aff'd sub nom.,In re FCC ll-161,753 F.3d 1015 (10th Ck.2014), cert. denied, Allband Communications Cooperative v. FCC,135 S. Ct.2072 (2015). 18 See, e.g.,2017 Atlantic Huricane Season Impact on Communications, Public Safety Docket No. 17-344, Report of Public Safety and Homeland Security Bureau, August 2018.
l1 International and Domestic 214 Application Altachment2
LLA's operations on other islands in the Caribbean also will increase the resiliency of the mobile networks in Puerto Rico and USVI. LCPR expects that, when the new mobile core is built in Puerto Rico, it will be virtualized, redundant, and "pooled" across other islands to provide redundancy and resilience. These pooled and redundant network elements will be connected by
LLA's owned and operated redundant submarine cable networks which will enable internet access pooling, redundancy, and automatic switch-over capability, creating a more robust network with backup facilities on other islands.
By hardening the combined companies' networks, adding redundancy both on island and across islands, and pooling the capabilities of the companies' workforces,le the transaction will minimize and shorten outages of residential and business fixed internet, telephony, and cable television and mobile wireless services. Continuity of such services is especially important during emergencies. For example, the Emergency Alert System (EAS), an important way to deliver vital emergency and safety information, will be more likely to be sustained or restored because of the increased redundancy and resiliency.
Increased Competition to ILECs in Puerto Rico and aSVI
The proposed transaction will enable LCPR to provide a "quad play" of communications services (multichannel video, mobile voice and data, fixed broadband internet, and fixed telephony services) to its customers in Puerto Rico. Consumers increasingly expect and demand seamless connectivity at home and work and all locations in between, using a combination of wireless
te LCPR has an on-island operations and engineering team that has a track record of efficient post- disaster network restoration.
12 lnternational and Domestic 214 Application Attachment 2
and wired services.20 LCPR's operation of the fixed network supporting in-home Wi-Fi and the mobile wireless network will smooth the "handoffs" between the two networks as users enter and exit their homes. Customers will enjoy a better experience with less buffering of video and audio streams; fewer interruptions of video calls (e.g., FaceTime and Skype); less disruption of other app sessions; and fewer dropped voice calls. The integration of these services also will benefit consumers through a "single set of identities and credentials,"
"consistent policies and services," and an improved "network for bandwidth and latency."2l
LCPR/AT&T Mobility PR also will be able to offer consumers other more-flexible packages, including new "two-play" bundles, such as home-fixed broadband and out-of-home mobile connectivity.
When the appropriate equipment becomes available, customers may receive an in-home broadband modem that emits both Wi-Fi and 5G signals, providing both enhanced coverage of fixed and mobile service and redundancy in case one transmission method fails. By enabling the fixed network to offload the mobile network, capacity will be made available that can be used by other mobile users in the same coverage area, thereby improving the experience of all mobile users.
This 5G/LTE modem also will enable the Wi-Fi signal to be backhauled via the cellular 5G/LTE network so that Wi-Fi-connected devices in the home would not lose connectivity if the fixed network fails.
20 Communications Marketplace Report et al., GN Docket No. 18-231,33 FCC Rcd 12558, 12568, f 63 (2018). 21 See M. Cuevas , "What is network conyergence and why do we need it?," IEEE Broadband Multimedia Systems and Broadcasting 2018 (June 7,2018), https://www.mcg.upv.es/wp- content/uploads/2018/06/IEEE BMSB 2018 Keynote Day2 MariaCuevas Public.pdf.
t3 lnternational and Domestic 214 Application Attachment 2
LCPR's quad play offering will enable it to compete more effectively with Puerto Rico
Telephone Company ("Claro PR"), the ILEC and only provider in Puerto Rico that curently can offer to customers a quad play and the associated benefits of combining wireline and wireless networks.22 LLA's acquisition of AT&T Mobility PR will increase the competition facing Claro
PR, giving Puerto Rico consumers more choices. Faced with a stronger competitor, Claro PR will have a strong incentive to accelerate the pace of its own service improvements, which the FCC has recognized as a significant public interest benefit.23
Business and wholesale customers in Puerto Rico also will benefit from the increased competition. The proposed transaction will enhance LCPR's fiber network by increasing the number of buildings where it has high-capacity fiber connections and otherwise extending the network's reach. This expanded network will allow LCPR to compete against Claro PR more effectively for enterprise customers that demand service from the same provider across multiple locations.
In addition, the combination of LCPR and AT&T Mobility USVI will enhance competition in USVI. Depending upon regulatory and market conditions, the companies may be able to deploy fixed services in USVI, through either a network equivalent of the LCPR fixed network or a new
22 Claro PR is a wholly-owned subsidiary of Am6rica M6vil, which is "one of the largest integrated telecom operators in the world with 360 million accesses and operations in 25 countries." See United States Securities Exchange Commission, Free Writing Prospectus Filing Under Securities Act Rules 1631433, filed May 24,2019 by Am6rica M6vil, S.A.B. de C.V., at 5. Am6rica M6vil claims to be the #1 provider of "Wireless," "Fixed-Broadband" and "Pay TV" in Puerto Rico and Dominicana. Id. at 1 1. In Latin America, it also ranks "first in wireless, fixed-line, broadband and Pay TV services based on the number of revenue generating units." See Am€rica M6vil Prospectus Supplement, filed June 19, 2019, at S-1. " 8.g., Petition of SBC Communications, CS Docket No.97-172, Memorandum Opinion and Order, 19 FCC Rcd 5211, 5224,1121 (2004).
t4 International and Domestic 214 Application Attachment 2
Fixed Wireless Access (FWA) service. Consumers and businesses will have more service choices, and Viya, the USVI ILEC and incumbent cable provider, will face serious competition for the first time.
Optimizing the Mobile Network and lts Operation
Combining the companies' mobile and fixed networks will enable LCPR to deliver mobile services to customers more efficiently than AT&T Mobility PR could achieve on its own. Such integration and increased efficiency are required to meet constantly increasing consumer demand for mobile services.
The upward trend in consumer demand and data usage patterns, increased market penetration by smartphones, wearables and other mobile devices, and advancements in technology are driving greater integration of fixed and mobile networks to allow for a more seamless user experience and more efficient operations.2a In the 2018 Communications Marketplace Report, the
FCC indicated that "monthly data usage per smartphone subscriber rose to an average of 5.1 GB per subscriber per month, an increase of approximately 3lVo from year-end 2016 to year-end
2Ol7 ."2s The FCC also reported that, "by the end of 2017, smartphone and tablet ownership were
77Vo and53Vo,respectively, up from SlVo and3l%o,in20l2." According to CTIA's 2019 Annual
Survey, mobile wireless data usage increased by 82Vo from20l7 to 2018.26 This surge was driven
'o See J. Chamberlain, Necessities for Network Convergence in 2018 and Beyond (Part t ) (Jan. 16, 2018), https://www.commscope.com/BlogA.{ecessities-for-network-convergence-in-2018-and- beyond-part-1/ ("In the future, all networks are moving toward delivering highspeed digital data from a data or processing source, through a high bandwidth or 'broadband' network, to a wireless distribution point and reverse for the upstream."). 25 Communications Marketplace Report et al., GN Docket No. 18-231 et al., Report, 33 FCC Rcd 12558, r2568,jl 12 (2018). 26 CTIA, 2019 Annual Survey Highlights (June 20, 2019), https://www.ctia.org/news/20 I 9- annual-survey-highli ghts.
15 International and Domestic 214 Application Attachment 2
by the connection, during 2018 alone, of 21.5 million additional mobile devices, including not only smart phones, but also connected cars, smart watches, and health monitors. In addition to these devices and advances in technology, there also is a vast increase in streaming video.27
To meet this increasing demand, LCPR's network will complement AT&T Mobility PR's existing network, reducing reliance on leased fiber and microwave solutions. Increasing mobile data demand also has necessitated greater reliance on Wi-Fi and fixed networks to offload mobile datatraffrc.zE
The companies' combined flber network also will facilitate rollout of 5G wireless service, which requires an increased number of AT&T Mobility PR cell sites (macro sites, small cells, and femtocells) to provide the required increased capacity. The more-extensive combined fiber network will connect more potential cell sites, without requiring new fiber backhaul construction.
Eliminating such new-fiber deployment will accelerate the addition of new cell sites while reducing the cost, l.e. enabling more capacity at more locations more quickly and at lower cost.
The transaction also will improve mobile service in the USVI by increasing network redundancy and improving network operations. LLA's submarine cable routes to USVI will
z7 Id.; see Cisco, Cisco Global Mobile Data Trffic Forecast [.Ipdate,2017-2022 White Paper, 2019 (estimating that by 2022, almost 80 percent of global mobile data traffic will be video); Ericsson Mobility Report 15 (2019), https://www.ericsson.com/49d1d9lassets/locaUmobility- report/documents/2019/ericsson-mobilit),-report-june-2019.pdf (forecasting that video will account for nearly 75Vo of traffic in mobile networks in 2024, up from approximately 60Vo in 2018). 28 See FCC, Fact Sheet, Federal Communications Commission Frees ()p Airwaves to Ease Wi-Fi Congestion Across the Country, https://www.fcc.gov/document/fcc-increases-5ghz-spectrum-wi- fi-other-unlicensed-uses (Mar. 3 1 , 2014) (noting that, "[g]lob ally , 45 percent of total mobile .data traffic was offloaded onto a fixed network via Wi-Fi in20l3" and that "[t]he amount of Internet traffic offloaded from smartphones will be more than half - 51 percent - by 2018, and the amount of traffic offloaded from tablets will be 69 percent by 2018").
t6 International and Domestic 214 Application Attachment 2
provide alternative routing of traffic and, thus, higher reliability. Mobile service also will improve as a result of the abatement of interference with the wireless network in the British Virgin Islands.
Because LLA owns and operates the BVI mobile network and operates within the same frequency band (i.e.,850 MHz), it will be better able to coordinate spectrum usage across the region, resulting in decreased interference and improved service to portions of USVL USVI customers should experience fewer dropped calls, greater data through-put, and reduced roaming charges attributable to the BVI mobile network.
Experienced Local Management and Local Focus for Wireless Services
AT&T Mobility PR will become an integralpart of LLA'S presence in Puerto Rico. AT&T generally makes nationwide decisions regarding the pricing, products, and services it offers.
LCPR's local management team has been providing a variety of services in Puerto Rico for nearly two decades, and the Transferred Companies' management team that will be joining LLA has a similarly lengthy tenure serving Puerto Rico and USVI. These experienced local managers, dedicated exclusively to Puerto Rico and USVI, will develop new products and services geared to the needs and tastes of local residents and businesses. As examples, LCPR will establish a new mobile core in Puerto Rico and also expects to deploy IoT-type services because LCPR will have the ability to serve in-building and outdoor environments effectively for the first time.
VI. Absence of Public Interest Harms
The proposed transaction offers these compelling public interest benefits to consumers in
Puerto Rico pnd USVI without any countervailing public interest harms. Competition for mobile wireless, broadband internet, video distribution, telephony, and business data services will remain robust. As discussed above, the transaction will promote new competition to Claro PR and Viya,
t7 International and Domestic 214 Application Altachment2
the ILECs in Puerto Rico and USVI. The transaction also will not diminish AT&T's commitment or ability to deploy FirstNet and serve eligible first responders in the territories.
A. The Transaction Will Not Decrease the Nuruber of Competitors Providing Mobile Wireless or Video Distribution Services
Mobile Wireless Services
LCPR and its affiliates currently do not provide any wireless services in Puerto Rico or
USVI and hold no wireless spectrum assets there. Consequently, LCPR's entry into the market for wireless services in Puerto Rico and USVI, through the acquisition of the wireless businesses of the Transferred Companies, will not affect either the number of competitors providing wireless services in Puerto Rico and USVI or the distribution of spectrum assets among those competitors.
The telecommunications market in Puerto Rico "is highly competitive by design."2e
Vide o Distribution S ervic e s
LCPR also provides cable television services in Puerto Rico, in competition with video distribution services provided by Claro PR and with direct broadcast satellite services provided by
Dish and DIRECTV. Leo Cable is not acquiring any interest in DIRECTV, AT&T's video business, which will continue to provide video services in competition with LCPR's cable services.
Thus, the proposed transaction will not affect the number of cable and/or direct broadcast satellite competitors offering video services in Puerto Rico.
2e Giovanna Garofalo, Puerto Rico's Telecommunications "Fully Restored" after Huruicane Maria, The Weekly Journal (Sept. II,2Ol9), https://www.theweeklyjournal.com/business/puerto- rico-s-telecommunications-fully-restored-after-hurricane-maria/article eaa0769e-d41d- 1 1e9- a5al-4M46db29552.html (quoting Luis Romero, Vice President of the Puerto Rico Telecommunications Industry Alliance).
l8 International and Domestic 214 Application Attachment 2
B. The Transaction Will Have Minimal Impact on Competition in Fixed Services
LCPR and AT&T Mobility PR largely serve different segments of fixed-services customers. LCPR principally serves residential customers and very small and small business customers that take "best-efforts" broadband services. LCPR supplies relatively few customers that require BDS. Conversely, AT&T Mobility PR's fixed-service customers are all enterprises and overwhelmingly take BDS.
Fixed Broadband Services
In Puerto Rico, LCPR provides fixed broadband Internet and wireline or VoIP telephony services, primarily to residential and small home office business customers in competition with the ILEC, Claro PR. Although LCPR has thousands of business customers, the vast majority of them are very small or small businesses, and well ovet gOVo are fixed broadband customers served via HFC connections without symmetrical upload/download speeds or service-level agreement
("SLA") guarantees concerning bandwidth, reliability, or performance.30 In contrast, AT&T
Mobility PR provides no flber or wireline services to residential customers and offers fixed broadband (which is a best-efforts service without SLAs) to business customers located in fewer than 150 buildings. Its estimated overall share of broadband subscribers is less than one percent.
Thus, the effect on competition in the provision of fixed broadband Internet and wireline or VoIp telephony services in Puerto Rico will be negligible.
30 LCPR delivers most of its fiber services to businesses using Gigabit Passive Optical Networks (GPON). Consequently, although LCPR assigns dedicated bandwidth, multiple customers share the same f,ber, with only the last connection being dedicated fiber.
t9 International and Domestic 214 Application Attachment 2
Business Data Services
This transaction involves a merger between two CLECs, each of which has business customers in Puerto Rico. The Commission has not extensively reviewed -- much less found competitive harm resulting from mergers that do not involve an ILEC. Nevertheless, the competitive analysis for business customers employed in ILEC transactions is informative. In those orders, the Commission examined competition for "last-mile facilities-based enterprise business data services (BDS)."31 It defined BDS as "dedicated point-to-point transmission of data at certain guaranteed speeds and service levels using high-capacity connections," including fiber and ethernet over copper.32 AT&T Mobility PR and LCPR compete with each other only to a minimal extent with respect to such services, and the combined firm will continue to face substantial competition from other providers.
AT&T Mobility PR and LCPR compete with the ILEC Claro PR and a number of other providers of BDS to retail and wholesale enterprise customers in Puerto Rico. As the ILEC, Claro
PR is the leading BDS competitor on the island. Although data on Claro PR's business subscribers are not publicly available, the Applicants believe that Claro PR has the largest number of BDS customers and an extensive high-capacityinetwork that covers most - if not all - of the areas where the Applicants overlap. Further, Claro PR is rapidly becoming an even more formidable
31 See Centurylinkllevel3 Order, 32FCC Rcd at 9588, g[ 15 (citing Applications of XO Holdings and Verizon Communications Inc. for Consent to Transfer Control of Licenses and Authorizations, WC Docket No. 16-70, Memorandum Opinion and Order,31 FCC Rcd 12501, 12507,\15,t.44 (WCB,IB, WTB 2016) ("Verizon/XO Order"). 32 See VerizonD(O Order, 31 FCC Rcd at 12507,I[ 15.
20 International and Domestic 214 Application Attachment 2
competitor for BDS services. Claro PR is in the midst of a drive to replace its legacy copper network throughout Puerto Rico with fiber-optic cable.33
Compared to Claro PR, AT&T Mobility PR is a smaller BDS competitor. AT&T Mobility
PR operates a fiber network on the island primarily to provide backhaul services for its wireless network. AT&T Mobility PR also uses its network (including last-mile fiber to buildings and fiber transport facilities located nearby) to provide BDS to wholesale and retail customers heavily concentrated in the San Juan MSA. In addition, AT&T primarily targets large and medium businesses that demand high-capacity connections and SLAs that guarantee symmetrical speeds, service availability, and performance levels.
In contrast to AT&T, LCPR's primary offering to business customers is "best-efforts" broadband without SLA guarantees, as discussed above, which is not BDS. LCPR provides BDS service to a much smaller number of retail and wholesale BDS customers. LCPR estimates that approximately 75Vo of its BDS customers are small- to medium-sized businesses, with the remaining BDS customers being government, larger business, and wholesale customers.
BDS providers compete for customers located in buildings near their networks, even if the provider does not yet have a connection to that building. As the Commission has found in past wireline transactions, any provider with a fiber network located within a half-mile of a building is a BDS competitor that can bid on service for customers located in that building.3a In addition to
Claro PR, there may be several facilities-based BDS competitors in the primary area where the parties overlap - the San Juan MSA. For example, LCPR found in ordinary course of business
33 See Letter of Edgar Class, Counsel for Claro PR, to Marlene H. Dorch, dated Oct. 12, 2018, WC Dckt. No. 18-143, at2-3. 3a See Centurylink/Level 3 Order, 32FCC Rcd 9595, i|27.
21 International and Domestic 214 Application Attachment 2
network inspections that there are several fiber networks within San Juan city limits in addition to
LCPR and AT&T, including, among others, AeroNet Wireless Broadband, OSNET Wireless
Corp., Optico Fiber and WorldNet Telecommunications, Inc. Notably, the Puerto Rico Electric
Power Authority has one of the largest fiber networks in Puerto Rico ("PREPANET") and sells connectivity via fiber to government entities and at wholesale to other communications providers.
PREPANET's extensive fiber presence in Puerto Rico and its role as a wholesale-only provider35 give it the incentive and ability to make BDS resellers price-competitive throughout the island.
Moreover, the Wireline Competition Bureau's recent list of competitive wire centers36 reveals how widely alternative fiber is deployed across Puerto Rico. This list identifies the price- cap ILEC wire centers for which data as of 2013 demonstrate the presence of non-ILEC fiber within half a mile.37 While these data are six years old and should significantly understate the extent of non-ILEC fiber due to subsequent deployments, 78 out of 88 Claro PR wire centers were
3s Except for government customers, Puerto Rico law requires PREPANET to provide services solely on a wholesale basis to other carriers. See Puerto Rico Inw No. 80 of August 6, 2017, known as the Telecommunications, Information and Pay Television Services in Puerto Rico Fair Competition Act. 36 Wireline Competition Bureau, FCC, List of CLLI Codes of Wire Center Subject to Forbearance Pursuant to the UNE Transport Forbearance Order (FCC 19-66, rel. July 12, 2019), https://docs.fcc.gov/public/attachments/DOC-358840,4.1.pdf (Aug. 1, 2019). 37 Business Data Services in an Internet Protocol Environment; et al.,WC Docket No. 16-143; et al., Report and Order on Remand and Memorandum Opinion and Order, 2019 WL 3183815 at *3, *20,117 n.17, t[ 59 n.195 (2019) ("UNE Transport Forbearance Ordef'); see also Wireline Competition Bureau Releases List of Common Language Location ldentification Codes for Price Cap Incumbent Local Exchange Carrier Wire Centers Subject to UNE Transport Forbearance, WC Docket No. 18-141, Public Notice, 2Ol9 WL 3543204 (WCB 2019). The fiber location data were collected from BDS providers, BDS purchasers, and certain best-efforts internet service providers for the BDS proceeding. UNE Transport Forbearance Order,2019 WL 3183815 at *3, 117 n.r7.
22 International and Domestic 214 Application Attachment 2
within half a mile of competitive fiber.3s In short, the prevalence of Claro PR, CLEC, and
PREPANET fiber ensures that competition for BDS services will remain robust after this merger.
Value -Added Manag e d S ervic e s
LCPR also offers value-added managed services ("VAS"), including cloud backup, hotspot
Wi-Fi, managed network, managed Wi-Fi, cloud PBX, and managed security and disaster recovery services, to business customers in Puerto Rico. In providing these services, LCPR competes with
Claro PR, the incumbent telecommunications company, localized fiber operators, large technology companies (such as Amazon and Microsoft), global enterprise players, and wireless service providers. While AT&T provides VAS in Puerto Rico, those offerings are part of the global services business that AT&T is retaining. This transaction, therefore, will not reduce competition for VAS in Puerto Rico.
C. The Transaction Will Have No Adverse Impact on Competition in USVI
The proposed transaction will have no adverse effect on the competitive provision of wireless broadband internet, video, or telephony services in USVI. Neither Leo Cable nor any of its affiliates currently provides any services, wireless or otherwise, in USVI. AT&T currently competes with Sprint and Viya (ATND for wireless customers in USVI. Leo Cable will acquire
AT&T's wireless business in USVI and will continue to compete with Sprint and Viya.
38 On October 23, 2019, AT&T pulled a list of all switches in Puerto Rico from the LERG database. The LERG indicates 107 of those switches belong to Claro (PRT Larga Distancia, Inc. - PR, Puerto Rico Telephone Co., or Puerto Rico Telco DBA Claro Puerto Rico) at 88 unique locations (based on eight-digit CLLI code and address matches). The CLLI codes of 78 of those unique locations appear on the WCB list of wire centers within half a mile of competitive fiber.
23 International and Domestic 214 Application Attachment 2
D. The Transaction Will Have No Impact on FirstNet
As the prime contractor, AT&T is wholly committed to fulfilling its obligations to the
FirstNet Authority and to offer AT&T's FirstNet services to eligible first responders throughout
Puerto Rico and USVI. This transaction, which includes long-term subcontracts with the
Transferred Companies, does not affect those commitments. AT&T retains its dedicated FirstNet
network core, which is located on the mainland, and service capabilities. After closing, the
Transferred Companies will support and complete AT&T's FirstNet build-out in Puerto Rico and
USVI, expanding LTE coverage and capacity to meet the needs of first responders in the region,
among other services.
Subscribers to AT&T's FirstNet services in Puerto Rico and USVI will continue to have
access to the benefits and capabilities of the FirstNet network platform, including priority and
preemption on both FirstNet's Band 14 spectrum and the Transferred Companies' commercial
spectrum, consistent with AT&T's contract with the FirstNet Authority. These rights are protected
by provisions of the LLAIAT&T agreements.
VII. WCS C and D Block Waiver
Ln2015, AT&T and Nokia began working together to develop a smart grid solution for the
2.3 GHz Wireless Communications Service ("WCS") C and D Block spectrum owned by AT&T
that has its use curtailed to protect Sirius XM's Satellite Digital Audio Radio Service operations.
AT&T and Nokia began discussions with interested utilities and entered into a coordination
agreement with Sirius XM with respect to the smart grid solution. Despite beginning work in
2015, by 2017 not enough progress had been made to enable AT&T to meet the March 2017 buildout requirements. Consequently, AT&T sought and received a waiver of the buildout
24 International and Domestic 214 Application Attachment2
requirements for its WCS C and D Block licenses, including those held by the Transferred
Companies (WQYS340, WQYS341, WQYT632, and WQYT633).3e
Among other things, the Commission determined that a waiver of the buildout
requirements was warranted due to "the unexpected complexities encountered by AT&T" in trying
to identify a viable service that is "consistent with WCS rules" and "makes productive use of
spectrum that has remained underutilized for nearly 20 years, yet minimizes the risk of harmful
interference to neighboring operations," including operations of Sirius/XM radio.a0 The
deployment of a "non-interfering smart grid network" to utility companies could result in
significant benefits for "end-user customers served by those utilities."al With respect to the WCS
C and D Block spectrum in Puerto Rico and USVI, the Commission determined that AT&T must
provide smart grid service using the C and D Blocks to at least one utility company in Puerto Rico
or USVI with a significant presence there by September 13,2021.42
As required by the WCS C&D Block Waiver Order, AT&T has continued to coordinate
with Sirius XM as it plans smart grid deployments. AT&T filed its Second Status Report on
September 13,2019. Although the Commission had indicated that the relief granted to AT&T in
the 2017 WCS C&D Block Waiver Order is not assignable to any unaffiliated party,a3 the
Applicants request permission to transfer this relief along with the Transferred Companies. To the
3e See AT&T Mobility Spectrum LLC, Bellsouth Mobile Data, Inc., New Cingular Wireless PCS, LLC, and SBC Telecom, Inc., Petitionfor Limited Waiver of Interim Performance Requirements for 2.3 GHzWCS C and D Block Licenses, WT Docket No. 16-181, Order, 32FCC Rcd 708, 715, 51 18 n.53, 716|1[20 (2017) ("WCS C&D Block Waiver Order"). ao Id. at7l3-l4,9tgt 11-13. 4r Id. at716,112o. 42 Id. at715,!{ 18, n.53. 43 Id. atlll,II20.
25 International and Domestic 214 Application Attachment 2
extent the Commission was concerned that introducing a new party to the process at this point would result in further delays or potentially enable "the stockpiling and warehousing of spectrum,"
LLA is prepared to accept, and to work with AT&T to fulfill, AT&T's commitments with respect to use of the C and D Blocks in Puerto Rico and USVI.
VIII. Related GovernmentalFilinss
The Department of Justice will conduct its own review of the competitive aspects of this transaction pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of I976aa and the rules promulgated thereundel. The Applicants are submitting a notification form and an associated documentary appendix to the Department of Justice and the Federal Trade Commission, and they fully expect that this review will confirm that the transaction does not raise any competitive issues.
There will be regulatory or informational submissions in Puerto Rico and USVI.
IX. MiscellaneousRegulatorvlssues
A. After-Acquired Authorizations
The list of call signs included in each application is intended to include all of the licenses, authorizations, and spectrum leases currently held by the respective licensees or lessees that are subject to the transaction. However, the Transferred Companies have on file, and may hereafter file, additional requests for authorizations for new or modified facilities that may be granted, or they may enter into new spectrum leases before the Commission acts on these Applications.
Accordingly, the Applicants request that any Commission approval of the Applications filed for this transaction include authority for LLA to acquire control of: (1) any licenses and authorizations issued to the Transferred Companies or their subsidiaries while this transaction is pending before
44 15 u.s.c. 918a.
26 International and Domestic 214 Application Attachment 2
the Commission and the period requked for consummation of the transaction; (2) any construction permits held by the Transferred Companies that mature into licenses; (3) any applications or lease notifications that are pending at the time of consummation; and (4) any lease of spectrum into which the Transferred Companies enter as lessees while this transaction is pending before the
Commission and the period required for consummation of the transaction. Such action would be consistent with prior decisions of the Commission.as In particular, AT&T Spectrum Frontiers LLC was the winning bidder in Auction 102 (24 GHz) for three licenses (E-G Blocks) in Puerto Rico and two licenses (F-G Blocks) in USVI. Once the Commission grants these licenses to AT&T
Spectrum Frontiers LLC, the licenses will be assigned to a Transferred Company, whether pre- closing or post-closing.
4s Applications of Lightsquared Subsidiary LLC, Debtor-in-Possession, and Lightsquared Subsidiary LLC for Consent to Assign and Transfer Licenses and Other Authorizations and Request for Declaratory Ruling,IB Docket No. 15-126, Memorandum Opinion and Order and Declaratory Ruling, 30 FCC Rcd 13988 , 14006, n $ QOls); Applications of SoftBank Corp., Starburst II, Inc., Sprint Nextel Corporation, and Clearwire Corporationfor Consent to Transfer Control of Licenses and Authorizations,IB Docket No. 12-343, Memorandum Opinion and Order, Declaratory Ruling, and Order on Reconsideration, 28 FCC Picd 9642, 9705, n $7 (2013); AT&T/Verizon Order, 25 FCC Rcd at 87n, n K5 QOIO); Applications for Consent to the Transfer of Control of Licenses & Section 214 Authorizations from S. New Eng. Telecoms. Corp. to SBC Commc'ns, Inc., CC Docket No. 98-25, Memorandum Opinion and Order, 13 FCC Rcd21,292,21.,317, f 49 (1998); Applications of NYNEX Corp. & Bell Atl. Corp., File No. NSD- L-96-10, Memorandum Opinion and Order, 12 FCC Rcd 19,985, 20,097 n 247 (1997) ("NYNEX/Bell Atlantic Order"); Applications of Pac. Telesis Group & SBC Commc'ns, Inc., Report No. LB-96-32, Memorandum Opinion and Order, 12 FCC Rcd 2624, 2665 n % 0997): Applications of Craig O. McCaw & Am. Tel. & Tel. Co., File No.05288-CL-TC-1-93 et al., Memorandum Opinion and Order, 9 FCC Rcd 5836, 5909 ![ 137 n.300 (1994) ("AT&T/McCaw Order"), aff'd subnom. SBC Commc'ns Inc. v. FCC,56F.3dL484 (D.C. Cir. 1995), recons. in part, I0 FCC Rcd 11.,786 (1995).
27 International and Domestic 214 Application Attachment 2
Moreover, because LLA is acquiring the Transferred Companies and all of their FCC
authorizations, LLA requests that Commission approval include any authorizations that may have
been inadvertently omitted.
B. Blanket Exception to Cut-Off Rules
The public notice announcing this transaction will provide adequate notice to the public
with respect to the licenses involved, including any for which license modifications are now
pending. Therefore, no waiver needs to be sought fiom Sections 1.927(h), 1.929(a)(2), and
1.933(b) of the Commission's rules46 to provide a blanket exemption fiom any applicable cut-off
rules in cases where the Applicants file amendments to pending applications to reflect the
consummation of the proposed transfers of control.aT
C. Trafficking
To the extent any authorizations for unconstructed microwave systems are covered by this
transaction, these authorizations are merely incidental, with no separate payment being made for
any individual authorization or facility. Accordingly, there is no reason to review the transaction
from a trafficking perspective.aS
46 47 c.F.R. $ g 1.927 (h), 1.929 (a)(2), 1.933 (b). 47 See, e.g., MobileMedia Corporation, et al. Applicantfor Authorizations and Licenses of Certain Stations inVarious Services, WT Docket No. 97-115, Memorandum Opinion and Order, 14 FCC Rcd 8017, 8027, !lJ[ 31, 4l (1999); Applications of PacifiCorp Holdings, Inc., and Century Tel. Enters., Inc. for Consent to Transfer Control of Pacific Telecommunications, Inc., a Subsidiary of PacffiCorp Holdings,lnc., Report No. LB-97-49, Memorandum Opinion and Order, 13 FCC Rcd 8891,8915-16,1[45 (WTB L997);NYNEXlBellAtlanticOrder, lzFCCRcdat200gl,\na0997); AT&T/McCaw Order, 9 FCC Rcd at 5909, j[ 137 n.300. a8 See 47 C.F.R. $1.948(i) (noting that the Commission may request additional information regarding trafficking if it appears that a transaction involves unconstructed authorizations that were obtained for
28 International and Domestic 214 Application Attachment 2
x. Conclusion
For the foregoing reasons, the Applicants respectfully request that the Commission
conclude that the proposed Transaction serves the public interest, convenience, and necessity and
expeditiously and unconditionally grant the Applications.
the principal purpose of speculation); ,d. $101.55(c)-(d) (permitting transfers of unconstructed microwave facilities that are "incidental to a sale o[fl other facilities or merger of interests").
29 International and Domestic 214 Application Attachment 2
SCHEDULE 1
FCC LICENSES AND AUTHORIZATIONS HELD BY TRANSFERRED COMPANIES
AT&T Mobilitv Puerto Rico Inc. Licenses
Wireless Licenses Call Sign Licensee Geographic Radio Service Expiration Location/ Coverage Area wQtzsTs AT&T Mobility CMA723 - Puerto 700MHz Lower Band 6/13t2029 Puerto Rico Rico 1 - Rincon (BlocksA,B&E) Inc. wQrz321 AT&T Mobility CMA726 - Puerto 700MHz Lower Band 6/13/2029 Puerto Rico Rico 4 - Aibonito (BlocksA,B&E) Inc. wQJZ322 AT&T Mobility CMA727 - Puerto 700 MHz Lower Band 6n3t2029 Puerto Rico Rico 5 - Ceiba (BlocksA,B&E) Inc. WQKH4S8 AT&T Mobility CMA728 - Puerto 700MHz Lower Band 6t13/2029 Puerto Rico Rico 6 - Vieques (BlocksA,B&E) Inc. wQIZ323 AT&T Mobility CMA129 - Puerto 700 MHz Lower Band 6n3t2029 Puerto Rico Rico 7 - Culebra (BlocksA,B&E) Inc. WPYZ858 AT&T Mobility CMA091 - San 700 MHz Lower Band 6/r3t2029 Puerto Rico Juan-Caguas, PR (Blocks C, D) Inc. v,lPYZ865 AT&T Mobility CMAI47 - Ponce, 70OMHz Lower Band 6n3t2029 Puerto Rico PR (Blocks C, D) Inc. WQDY921 AT&T Mobility CMA169 - 700 MHz Lower Band 6t13t2029 Puerto Rico Mayaguez, PR (Blocks C, D) Inc. wQDY922 AT&T Mobility CMA202 - Arecibo, 700 MHz Lower Band 6113t2029 Puerto Rico PR (Blocks C, D) Inc. WPYZS74 AT&T Mobility CMA2O4 700NdHz Lower Band 6n3t2029 Puerto Rico Aguadilla, PR (Blocks C, D) Inc. WPYZ935 AT&T Mobility CMA724 - Puerto 700 MHz Lower Band 6/13t2029 Puerto Rico Rico 2 - Adjuntas (Blocks C, D) Inc.
30 International and Domestic 214 Application Attachnrent 2
Iffireless Lioenses Call Sign Licensee Geographic Radio Service Expiration Location/ Coverage Area WPYZ936 AT&T Mobility CMA725 - Puerto 70OMHz Lower Band 6/13/2029 Puerto Rico Rico 3 - Ciales (Blocks C, D) Inc. WPYZ937 AT&T Mobility CMA726 - Puerto 700 MHz Lower Band 6fi3t2029 Puerto Rico Rico 4 - Aibonito (Blocks C, D) Inc. wQDY899 AT&T Mobility CMA727 - Puerto 700 MHz Lower Band 6fi3t2029 Puerto Rico Rico 5 - Ceiba (Blocks C, D) Inc. WPZA237t2 New Cingular EAG7O3 700 MHz Lower Band 6/13/20lgso Wireless PCS, Southeast (Blocks C, D) LLC WQVN881 AT&T Mobility BEAI74 - Puerto AW3-3 4t8t2027 Puerto Rico Rico and the U.S. Inc. Virein Islands wQYSs3l AT&T Mobility BEAI74 - Puerto AWS 4t30t2022 Puerto Rico Rico and the U.S. Inc. Virein Islands wQGT859 AT&T Mobility CMA091 - San AWS 41t6t2022 Puerto Rico Juan-Caguas, PR Inc. wQGT863 AT&T Mobility CMAL47 - Ponce, AWS 4116t2022 Puerto Rico PR Inc. wQGT864 AT&T Mobility CMA169 - AWS 4n6/2022 Puerto Rico Mayaguez, PR Inc. wQGT865 AT&T Mobility CMA202 - Arecibo, AWS 4/1612022 Puerto Rico PR Inc. wQGT866 AT&T Mobility CMA2O4 - AWS 4/t6/2022 Puerto Rico Aguadilla, PR Inc. wQNN484 AT&T Mobility CMA723 - Puerto AWS 3/30t2026 Puerto Rico Rico 1 - Rincon Inc.
4e WPZA237 will be partitioned, and the partitioned spectrum in Puerto Rico and USVI will be transferred to AT&T Mobility PR and AT&T Mobility usvl, respectively. s0 License renewal application pending. SeeFlle No. 0008669032.
31 lnternational and Domestic 214 Application Attachment2
W,irehss Licenses, Call Sign Licensee Geographic Radio Service Expiration Location/ Coverage Area wQNN48s AT&T Mobility CMA724 - Puerto AWS 3130/2026 Puerto Rico Rico 2 - Adjuntas Inc. wQNN486 AT&T Mobility CMA725 - Puerto AWS 3/30t2026 Puerto Rico Rico 3 - Ciales Inc. wQNN487 AT&T Mobility CMA726 - Puerto AWS 3t30/2026 Puerto Rico Rico 4 - Aibonito Inc. wQNN488 AT&T Mobility CMA727 - Puerto AWS 3/30t2026 Puerto Rico Rico 5 - Ceiba Inc. KNKA785 AT&T Mobility CMA091 - San Cellular r0/1/2028 Puerto Rico Juan-Caguas, P Inc. KNKA467 AT&T Mobility CMAI47 - Ponce, Cellular t0/U2027 Puerto Rico PR Inc. KNKA451 AT&T Mobility CMA169 - Cellular rofit2027 Puerto Rico Mayaguez, PR Inc. KNKAS04 AT&T Mobility CMA202 - Arecibo, Cellular ton/2020 Puerto Rico PR Inc. KNKA627 AT&T Mobility CMAzO4 - Cellular totIt2028 Puerto Rico Aguadilla, PR Inc. KNKN682 AT&T Mobility CMA723 - Puerto Cellular to/u202t Puerto Rico Rico 1 - Rincon Inc. KNKN843 AT&T Mobility CMA724 - Puerto Cellular tont2021 Puerto Rico Rico 2 - Adjuntas Inc. KNKN517 AT&T Mobility CMA725 - Puerto Cellular tot1t2021 Puerto Rico Rico 3 - Ciales Inc. KNKQ343 AT&T Mobility CMA726 - Puerto Cellular tont2024 Puerto Rico Rico 4 - Aibonito Inc. International and Domestic 214 Application Attachment 2
Wircless ticenses Call Sign Licensee Geographic Radio Service Expiration Location/ Coverage Area WPVV3OO AT&T Mobility CMA727 - Puerto Cellular t0/U2021 Puerto Rico Rico 5 - Ceiba Inc. KNKQ362 AT&T Mobility CMA728 - Puerto Cellular to/U2023 Puerto Rico Rico 6 - Vieques Inc. KNKN521 AT&T Mobility CMA729 - Puerto Cellular lo/U2020 Puerto Rico Rico 7 - Culebra Inc. WRBP938 AT&T Mobility Aguada Common Carrier Fixed 5/17/2028 Puerto Rico Point to Point Inc. Microwave wQwK778 AT&T Mobility Aguadilla Common Carrier Fixed 912312025 Puerto Rico Point to Point Inc. Microwave wQwK779 AT&T Mobility Aguadilla Common Carrier Fixed 9t23t2025 Puerto Rico Point to Point Inc. Microwave WRBN217 AT&T Mobility Aibonito Common Carrier Fixed 5/3t2028 Puerto Rico Point to Point Inc. Microwave WRBP937 AT&T Mobility Anasco Common Carrier Fixed 5/t7t2028 Puerto Rico Point to Point Inc. Microwave WRBC944 AT&T Mobility Arecibo Common Carrier Fixed 411012028 Puerto Rico Point to Point Inc. Microwave WRBN227 AT&T Mobility Caguas Common Carrier Fixed 513/2028 Puerto Rico Point to Point Inc. Microwave wQAG33s AT&T Mobility Cayey Common Carrier Fixed 5t25t2024 Puerto Rico Point to Point Inc. Microwave WQJM491 AT&T Mobility Cayey Common Carrier Fixed tu4t2028 Puerto Rico Point to Point Inc. Microwave WRBN486 AT&T Mobility Cayey Common Carrier Fixed 51712028 Puerto Rico Point to Point Inc. Microwave
33 International and Domestic 214 Application Attachment 2
,,Wireless, Licenses Call Sign Licensee Geographic Radio Service Expiration Location/ Coverage Area WPUP641 AT&T Mobility Ceiba Common Carrier Fixed 4t9t2022 Puerto Rico Point to Point Inc. Microwave WQQA417 AT&T Mobility Ceiba Common Carrier Fixed t0t3/2022 Puerto Rico Point to Point Inc. Microwave WQUF812 AT&T Mobility Cidra Common Carier Fixed 6t25t2024 Puerto Rico Point to Point Inc. Microwave WQUF813 AT&T Mobility Cidra Common Carrier Fixed 6t25t2024 Puerto Rico Point to Point Inc. Microwave Y'/PUY227 AT&T Mobility Comerio Common Carrier Fixed 5/8/2022 Puerto Rico Point to Point Inc. Microwave WRBK543 AT&T Mobility Corozal Common Carrier Fixed 4/1y2028 Puerto Rico Point to Point Inc. Microwave WRBK549 AT&T Mobility Corozal Common Carrier Fixed 4/11/2028 Puerto Rico Point to Point Inc. Microwave WPUU43O AT&T Mobility Dewey Common Carrier Fixed 5/6t2022 Puerto Rico Point to Point Inc. Microwave WQQA416 AT&T Mobility Fajardo Common Carrier Fixed l0/3t2022 Puerto Rico Point to Point Inc. Microwave WQQC881 AT&T Mobility Guayama Common Carrier Fixed tUl/2022 Puerto Rico Point to Point Inc. Microwave wQQC882 AT&T Mobility Guayama Common Carrier Fixed tUU2022 Puerto Rico Point to Point Inc. Microwave wQQC883 AT&T Mobility Guayama Common Carrier Fixed tUy2022 Puerto Rico Point to Point Inc. Microwave WRBN289 AT&T Mobility Guayama Common Carrier Fixed 5t4t2028 Puerto Rico Point to Point Inc. Microwave International and Domestic 214 Application Attachment 2
Wireless Li.c.enses Call Sign Licensee Geographic Radio Service Expiration Location/ Coverage Area WRBN355 AT&T Mobility lsabela Common Carrier Fixed 5/4t2028 Puerto Rico Point to Point Inc. Microwave WRBC946 AT&T Mobility Jayuya Common Carrier Fixed 4/10t2028 Puerto Rico Point to Point Inc. Microwave WRBC949 AT&T Mobility Jayuya Common Carier Fixed 4no/2028 Puerto Rico Point to Point Inc. Microwave wQVB326 AT&T Mobility IuanaDiaz Common Carrier Fixed l2lt5/2024 Puerto Rico Point to Point Inc. Microwave WRBN358 AT&T Mobility Lares Common Carrier Fixed 5t4t2028 Puerto Rico Point to Point Inc. Microwave WRBP939 AT&T Mobility Las Marias Common Carrier Fixed 5t17t2028 Puerto Rico Point to Point Inc. Microwave WRBN352 AT&T Mobility Maricao Common Carrier Fixed 5t4/2028 Puerto Rico Point to Point Inc. Microwave WQMF321 AT&T Mobility Maunabo Common Carrier Fixed 7/22/2020 Puerto Rico Point to Point Inc. Microwave WRBP637 AT&T Mobility Naranjito Common Carrier Fixed 5n5t2028 Puerto Rico Point to Point Inc. Microwave WRBC957 AT&T Mobility Orocovis Common Carrier Fixed 41r0t2028 Puerto Rico Point to Point Inc. Microwave WRBN627 AT&T Mobility Orocovis Common Carrier Fixed 5t8t2028 Puerto Rico Point to Point Inc. Microwave wQVB327 AT&T Mobility Pastillo Common Carrier Fixed t2n5/2024 Puerto Rico Point to Point Inc. Microwave wPoR533 AT&T Mobility Ponce Common Carrier Fixed 2t1t2021 Puerto Rico Point to Point Inc. Microwave International and Domestic 214 Application Attachment 2
Wireless, Llcenses Call Sign Licensee Geographic Radio Service Expiration Location/ Coverage Area wQPW565 AT&T Mobility Salinas Common Carrier Fixed 8t30/2022 Puerto Rico Point to Point Inc. Microwave WQXT826 AT&T Mobility Salinas Common Carrier Fixed 6/7t2026 Puerto Rico Point to Point Inc. Microwave WRBM963 AT&T Mobility Salinas Common Carrier Fixed 5/3t2028 Puerto Rico Point to Point Inc. Microwave WRBN216 AT&T Mobility Salinas Common Carrier Fixed 5t3t2028 Puerto Rico Point to Point Inc. Microwave WPTD757 AT&T Mobility San Juan Common Carrier Fixed 9/6t2021 Puerto Rico Point to Point Inc. Microwave wQJD496 AT&T Mobility San Juan Common Carrier Fixed 7t3U2028 Puerto Rico Point to Point Inc. Microwave wQJM492 AT&T Mobility San Juan Common Carrier Fixed tU4/2028 Puerto Rico Point to Point Inc. Microwave WRBP892 AT&T Mobility San Sebastian Common Carrier Fixed 5/17t2028 Puerto Rico Point to Point Inc. Microwave WRBK539 AT&T Mobility Toa Baja Common Carrier Fixed 41tU2028 Puerto Rico Point to Point Inc. Microwave WRDY482 AT&T Mobility Naguabo Common Carrier Fixed 8t20t2029 Puerto Rico Point to Point Inc. Microwave WP.DZ437 AT&T Mobility Guaynabo Common Carrier Fixed 812712029 Puerto Rico Point to Point Inc. Microwave WRDZ438 AT&T Mobility Villa Magna Common Carrier Fixed 8/27t2029 Puerto Rico Point to Point Inc. Microwave WPVV2OT AT&T Mobility Vieques Common Carrier Fixed 9lto/2022 Puerto Rico Point to Point Inc. Microwave lnternational and Domestic 214 Application Attachment 2
lilire'hss Licenses Call Sign Licensee Geographic Radio Service Expiration Location/ Coverage Area WPNF232 AT&T Mobility Yabucoa Common Carrier Fixed 2/1/2021 Puerto Rico Point to Point Inc. Microwave WPZALTO AT&T Mobility CMA728-Puerto 700 MHz Lower Band 6/13t2019s1 Puerto Rico Rico 6-Vieques (Block C, D) Inc. (pending assignment from 700 MHz, LLC) wQBN422 AT&T Mobility MTA025-Puerto PCS Broadband 6t23t2025 Puerto Rico Rico-US Virgin Inc. Islands wQBN423 AT&T Mobility MTA025-Puerto PCS Broadband 6t23t2025 Puerto Rico Rico-US Virgin Inc. Islands KNLF25O AT&T Mobility MTA025 - Puefto PCS Broadband 6t23/2025 Puerto Rico Rico-US Virgin Inc. Islands WQYS338 AT&T Mobility BEAI74 - Puerto Wireless 9n3t2021 Puerto Rico Rico and the U.S. Communications Inc. Virgin Islands Service WQYS339 AT&T Mobility BEAL74 - Puerto Wireless 9/13t2021 Puerto Rico Rico and the U.S. Communications Inc. Virgin Islands Service wQYS340 AT&T Mobility MEA050 - Puerto Wireless 91131202t Puerto Rico Rico and U.S. Virgin Communications Inc. Islands Service WQYS341 AT&T Mobility MEA050 - Puerto Wireless 9n3t2021 Puerto Rico Rico and U.S. Virgin Communications Inc. Islands Service UU-PEA412- AT&T PEA4IZ - Puerto Upper Microwave E**** Spectrum Rico Flexible Use Service Frontiers LLC (To Be Assigned to AT&T Mobilitv
5r License renewal application is pending. See File No. 0008685488.
37 International and Domestic 214 Application Attachment 2
I&irelsssrLicenses Call Sign Licensee Geographic Radio Service Expiration Location/ Coverage Area Puerto Rico Inc.)
UU-PEA412- AT&T PEA412 - Puerto Upper Microwave F***{< Spectrum Rico Flexible Use Service Frontiers LLC (To Be Assigned to AT&T Mobility Puerto Rico Inc.) UU-PEA412_ AT&T PEA4I2 - Puerto Upper Microwave G**** Spectrum Rico Flexible Use Service Frontiers LLC (To Be Assigned to AT&T Mobility Puerto Rico Inc.)
:214 r lntenutional Section Authorizations Authorization File No. Description
IT C-zt 4 - 199303 1 5-00040 Authorization to provide international switched services by resellins the international switched services of other carriers. IT C-2t 4- 19940 1 07-000 1 1 Authorization to provide international switched services by resellins the international switched services of other carriers. rT c-21 4- 199809 1 8-00669 Authorization to operate a facilities-based carrier in accordance with the provisions of Section 63.18(eX1) of the rules. International aud Domestic 214 Application Attachment 2
AT&T Mobilitv USVI Inc. Licenses
Wireless Licenses Call Sign Licensee Geographic Radio Service Expiration Location/ Coverage Area L000031 145 AT&T CMA730 - Virgin 700 MHz Lower Band 6fi3t20t91'. Mobility USVI Islands 1 - St. (BlocksA,B&E) Inc. Thomas L000031 146 AT&T CMA731 - Virgin 700 MHz Lower Band 6t13t2019 Mobility USVI Islands2-St.Croix (BlocksA,B&E) lnc. I wPwv264 AT&T CMA730 - Virgin 700 MHz Lower Band 6n3t2029 Mobility USVI Islands 1 - St. (Blocks C, D) Inc. Thomas wPwv265 AT&T CMA731 - Virgin 700 MHz Lower Band 6t13/2029 Mobility USVI Islands2-St.Croix (Blocks C, D) lnc. I WQYS532 AT&T BEAL74 - Puerto AWS 4t30/2022 Mobility USVI Rico and the U.S. Inc- Virsin Islands KNKN524 AT&T CMA730 - Virgin Cellular 10nt2020 Mobility USVI 'Islands i - St. Inc. Thomas KNKN523 AT&T CMA731 - Virgin Cellular tont2020 Mobility USVI Islands2-St.Croix Inc. I wQLX299 AT&T Charlotte Amalie Common Carrier Fixed 5/7t2020 Mobility USVI Point to Point Inc. Microwave wQoQ806 AT&T Christiansen Common Carrier Fixed L2/29t202r Mobility USVI Point to Point Inc. Microwave WQEN351 AT&T Christiansted Common Carrier Fixed 3t9t2026 Mobility USVI Point to Point Inc. Microwave WQKB373 AT&T Christiansted Common Carrier Fixed 3tr7t2029 Mobility USVI Point to Point Inc. Microwave wQRUs36 AT&T Christiansted Common Carrier Fixed 7t29t2023 Mobility USVI Point to Point Inc. Microwave
52 Application to extend L000031145 andl000031146 is pending. SeeFlle No. 0008653900.
39 lnternational and Domestic 214 Application Attachment 2
,,,'lilireless Licenses Call Sign Licensee Geographic Radio Service Expiration Location/ Coverage Area WQSU321 AT&T Christiansted Common Carrier Fixed tt/15/2023 Mobility USVI Point to Point Inc. Microwave WRCZ455 AT&T Mt. Plesem Common Carrier Fixed 3t5t2029 Mobility USVI Point to Point Inc. Microwave wMS665 AT&T Saint Croix Common Carrier Fixed 2/U2021 Mobility USVI Point to Point Inc. Microwave wMT773 AT&T Saint Croix Common Carrier Fixed 2/112021 Mobility usvl Point to Point Inc. Microwave WPJA861 AT&T Saint Croix Common Carrier Fixed 21U2021 Mobility USVI Point to Point Inc. Microwave WPNGg17 AT&T Saint Croix Common Carrier Fixed 2/U2021 Mobility USVI Point to Point Inc. Microwave wQLP875 AT&T Saint Croix Common Carrier Fixed 3124/2020 Mobility USVI Point to Point Inc. Microwave WQLT836 AT&T Saint Croix Common Carrier Fixed 4t23t2020 Mobility USVI Point to Point Inc. Microwave wQKr996 AT&T Saint George Common Carrier Fixed 6/9t2029 Mobility Puerto Point to Point Rico Inc. Microwave wMN454 AT&T Saint John Common Carrier Fixed 21U2021 Mobility USVI Point to Point Inc. Microwave WQRH410 AT&T Saint John Common Carrier Fixed 5/t4t2023 Mobility USVI Point to Point Inc. Microwave WMN657 AT&T Saint Thomas Common Carrier Fixed 2/U2021 Mobility USVI Point to Point Inc. Microwave wMN658 AT&T Saint Thomas Common Carrier Fixed 2nt2021 Mobility USVI Point to Point Inc. Microwave International and Domestic 214 Application Attachment 2
Wireless Licenses Call Sign Licensee Geographic Radio Service Expiration Location/ Coverage Area WPNG921 AT&T Saint Thomas Common Carrier Fixed 2/U202r Mobility usvl Point to Point Inc. Microwave wQAY884 AT&T Saint Thomas Common Carrier Fixed 813/2024 Mobility USVI Point to Point Inc. Microwave wQBE744 AT&T Saint Thomas Common Carrier Fixed 9/28t2024 Mobility USVI Point to Point Inc. Microwave WQDSs5s AT&T Saint Thomas Common Carrier Fixed 10/24/2025 Mobility USVI Point to Point Inc. Microwave wQKQ400 AT&T Saint Thomas Common Carrier Fixed 8/1U2029 Mobility USVI Point to Point Inc. Microwave WQKQ401 AT&T Saint Thornas Common Carrier Fixed 8/t1t2029 Mobility usvl Point to Point Inc. Microwave wQLWs19 AT&T Saint Thomas Common Carrier Fixed 5/1U2020 Mobility USVI Point to Point Inc. Microwave wQQx865 AT&T Saint Thomas Common Carrier Fixed 3/21t2023 Mobility USVI Point to Point lnc. Microwave wQRH409 AT&T Saint Thomas Common Carrier Fixed 5n4t2023 Mobility usvl Point to Point Inc. Microwave wQRQ526 AT&T Saint Thomas Common Carrier Fixed 7t9t2023 Mobility USVI Point to Point lnc. Microwave wQRU544 AT&T Saint Thomas Common Carrier Fixed 7t29t2023 Mobility USVI Point to Point Inc. Microwave wQSS386 AT&T Saint Thomas Common Carrier Fixed tu6t2023 Mobility USVI Point to Point Inc. Microwave wQTT346 AT&T Saint Thomas Common Carrier Fixed 4t8/2024 Mobility USVI Point to Point Inc. Microwave International and Domestic 214 Application Attachment 2
r','Iffirelegs LiceRoes Call Sign Licensee Geographic Radio Service Expiration Location/ Coverage Area wQTT347 AT&T Saint Thomas Common Carrier Fixed 4t8t2024 Mobility USVI Point to Point lnc. Microwave wQQQ244 AT&T BTA491 - US Virgin PCS Broadband 6/23t2025 Mobility USVI Islands Inc. wQYT630 AT&T BEAI74 - Puerto Wireless 9t13/2021 Mobility USVI Rico and the U.S. Communications Inc. Virgin Service lslands(Partial Market - U.S. Virgin Islands onlv) WQYT631 AT&T BEAI74 - Puerto Wireless 9/t3t2021 Mobility USVI Rico and the U.S. Communications Inc. Virgin Islands Service
WQYT632 AT&T MEA050 - Puerto Wireless 9113t2021 Mobility USVI Rico and U.S. Virgin Communications Inc. Islands Service wQYT633 AT&T MEA050 - Puerto Wireless 9/13t2021 Mobility usvl Rico and U.S. Virgin Communications Inc. Islands Service
UU- AT&T PEA4I4 - US Virgin Upper Microwave PEA4I4- Spectrum Islands Flexible Use Service F***+ Frontiers LLC (To Be Assigned to AT&T Mobility USVI lnc.) UU- AT&T PEMI4 - US Virgin Upper Microwave PEA4I4- Spectrum Islands Flexible Use Service G{<*{<* Frontiers LLC (To Be Assigned to AT&T Mobility USVI Inc.) International and Domestic 214 Application Attachment 2
International Section, 214 Authorization Authorization File No. Description rT c-21 4-2000 1 1 0 1 -00664 Application for authority to resell the switched services of unaffiliated U.S. international carriers pursuant to Section 63.18(eX2) of the Commission's rules.