§63.24. Assignments and transfers of control. — Inbound Citations

(1) The Commission will generally refer to the executive branch applications filed for an international section 214 authorization and submarine cable landing license as well as an application to assign, transfer control of, or modify those authorizations and licenses where the applicant has reportable foreign ownership and petitions for section 310(b) foreign ownership rulings for broadcast, common carrier wireless, and common carrier satellite earth station licenses pursuant to §§ 1.767, 63.18 and 63.24 of this chapter, and 1.5000 through 1.5004.

(1) Any party that would be a domestic common carrier under section 214 of the Communications Act of 1934, as amended, is authorized to undertake any corporate restructuring, reorganization or liquidation of internal business operations that does not result in a change in ultimate ownership or control of the carrier's lines or authorization to operate, including transfers in bankruptcy proceedings to a trustee or to the carrier itself as a debtor-in-possession. 1 Under this rule, a transfer of control of a domestic line or authorization to operate is considered pro forma when, together with all previous internal corporate restructurings, the transaction does not result in a change in the carrier's ultimate ownership or control, or otherwise falls into one of the illustrative categories found in § 63.24 of this part governing transfers of control of international carriers under section 214 of the Communications Act of 1934, as amended.

(d) In the event a transaction requiring a foreign carrier notification pursuant to this section also requires a transfer of control of assignment application pursuant to § 63.24, the foreign carrier notification shall reference in the notification the transfer of control of assignment application and the date of its filing.

(b) Assignments or transfers of control that do not result in a change in the actual controlling party are considered non-substantial or pro forma. Whether there has been a change in the actual controlling party must be determined on a case-by-case basis with reference to the factors listed in note 1 to § 63.24(d) of this chapter. The types of transactions listed in note 2 to § 63.24(d) of this chapter will be considered presumptively pro forma and prior approval from the Commission need not be sought. A notification of a pro forma assignment or transfer of control shall include the following information:

(1) The information requested in § 1.70005(a) through (c) for both the assignor/transferor and the assignee/transferee.

(2) The information required in § 1.70005(d).

(3) A narrative describing the means by which the pro forma assignment or transfer of control occurred.

(4) The information and certifications required in § 63.18(h), (o), and (q) of this chapter for the assignee or the transferee and the licensee that is the subject of the transfer of control.

(5) The notification shall also specify, on a segment specific basis, the percentage of voting and ownership interests being assigned or transferred in the cable system, including in the U.S. portion of the cable system (which includes all U.S. cable landing station(s)).

(6) The notification must certify that the assignment or transfer of control was pro forma, as defined in this paragraph (b), and, together with all previous pro forma transactions, does not result in a change of the licensee's ultimate control.

(7) The information and certifications required in § 1.70005(j)(2) through (5).

(8) A certification that the assignee or the transferee and the licensee that is the subject of the transfer of control accepts and will abide by the routine conditions specified in § 1.70007.

(9) A certification as to whether or not the licensee, assignor/transferor, or assignee/transferee exhibit any of the criteria set out in the presumptive disqualifying conditions under §§ 1.70002(c)(1) and 1.70004(a)(1).

(10) The licensee may file a single notification for an assignment or transfer of control of multiple licenses issued in the name of the licensee if each license is identified by the file number under which it was granted.

(11) The Commission reserves the right to request additional information concerning the transaction to aid it in making its public interest determination.

(ii) Upon application for an assignment, except a pro forma assignment as defined in § 63.24(d) of this chapter, of any Covered Authorization held by the Regulatee;