Federal Communications Commission DA 20-1270

Before the
Federal Communications Commission
Washington, D.C. 20554

In the Matter of )
)
Applications of Liberty Latin America Ltd. ) WT Docket No. 19-384
)
and )
)
AT&T Inc. )
)
For Consent to the Transfer of Control of the )
Licenses, Authorizations, and Spectrum Lease )
Held by AT&T Mobility Puerto Rico Inc. and )
AT&T Mobility USVI Inc. to Liberty Latin )
America Ltd. )

MEMORANDUM OPINION AND ORDER AND DECLARATORY RULING

Adopted: October 27, 2020 Released: October 27, 2020

By the Chief, Wireless Telecommunications Bureau; Chief, Wireline Competition Bureau; and
Chief, International Bureau:

I. INTRODUCTION
1. Liberty Latin America Ltd. (LLA) and AT&T Inc. (collectively, with its subsidiaries and
affiliates, AT&T) (collectively, Applicants) filed applications pursuant to sections 214 and 310(d) of the
Communications Act of 1934, as amended (the Act),1 seeking Commission consent to the transfer of
control 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 licenses, leases, and authorizations held by
them from AT&T to LLA (the Transaction).2 LLA also filed a petition for declaratory ruling (Petition)3
to permit foreign investment above the 25% benchmark in section 310(b)(4) of the Act and section
1.5000(a)(1) of the Commission’s rules.4
2. On December 20, 2019, the Wireless Telecommunications Bureau (WTB), Wireline
Competition Bureau (WCB), and International Bureau (IB) (together, Bureaus) released a Public Notice
accepting the Applications for filing and establishing a pleading cycle for public comments.5 One party,

1 47 U.S.C. §§ 214, 310(d).

2Application for Commission Consent to the Transfer of Control of AT&T Mobility Puerto Rico Inc.’s International
Section 214 Authorizations and Domestic Section 214 Authority to Liberty Latin America Ltd., WT Docket No. 19-
384 (filed Nov. 12, 2019), https://www.fcc.gov/ecfs/filing/1013116611893 (Lead Application, and together with the
applications listed in Appendix A, Applications).
3 Petition for Declaratory Ruling, File No. ISP-PDR-20191114-00009 (filed Nov. 14, 2019) (Petition); Supplement
to Petition for Declaratory Ruling, File No. ISP-PDR-20191114-00009 (filed Dec. 12, 2019) (Restated Petition).
4 47 U.S.C. § 310(b)(4); 47 CFR § 1.5000(a)(1).
 Federal Communications Commission DA 20-1270

Communications Workers of America (CWA), timely filed comments in response to the Public Notice,
and no party filed a petition to deny.6 In response, Applicants timely filed reply comments.7 CWA and
another party, The Hedge Clippers, timely filed responses to Applicants’ reply comments.8 In addition, at
the request of WCB staff, Applicants filed additional information and data identifying Applicants’
overlapping fiber facilities and the facilities-based competitors present at or near the overlap locations.9
3. On December 27, 2019, the Department of Justice (DOJ), with the concurrence of the
Department of Defense (DOD) and the Department of Homeland Security (DHS), requested that the
Commission defer action on the Transaction while they reviewed potential national security, law
enforcement, and public safety concerns.10 On July 2, 2020, DOJ, with the concurrence of DOD, filed a
Petition to Adopt Conditions to Authorizations and Licenses (DOJ Petition).11 DOJ advised that it had no
objection to the Commission granting the Applications and the section 310(b)(4) petition provided that
the Commission “conditions its approval on the assurances of Liberty Latin America, Ltd. (Liberty) to

(Continued from previous page)

5 Liberty Latin America Ltd. and AT&T Inc. Seek FCC Consent to the Transfer of Control of the Licenses,

Authorizations, and Spectrum Lease Held by AT&T Mobility Puerto Rico Inc. and AT&T Mobility USVI Inc. to
Liberty Latin America Ltd., Public Notice, DA 19-1316 (WTB, WCB, IB Dec. 20, 2019).
6 CWA Comments.
7 Liberty Latin America Ltd. and AT&T Inc. Reply Comments (Applicants’ Reply).
8CWA Reply Comments; The Hedge Clippers Reply Comments. Several consumers submitted brief comments
addressing the Transaction that raise service quality concerns that are similar to concerns we address below from
CWA. Two other entities also filed comments after the comment cycle closed. Letter from Paul Kouroupas, Sr.
Director, Corporate Affairs, Vitelcom Cellular, Inc. d/b/a Viya Wireless and Virgin Island Telephone Corporation
d/b/a Viya, to Marlene H. Dortch, Secretary, FCC, WT Docket No. 19-384 (filed Mar. 17, 2020) (Viya March 17 Ex
Parte Letter); Letter from Jeffrey Carlisle and Meredith S. Senter, Jr., Counsel to Hemisphere Media Group, Inc., to
Marlene H. Dortch, Secretary, FCC, WT Docket No. 19-384 (filed Aug. 26, 2020); Letter from Jeffrey Carlisle and
Meredith S. Senter, Jr., Counsel to Hemisphere Media Group, Inc., to Marlene H. Dortch, Secretary, FCC, WT
Docket No. 19-384 (filed July 14, 2020) (initially raising and then withdrawing certain objections to the
Transaction).
9 Letter from Robert L. Hoegle et al., Counsel to LLA, and Peter J. Schildkraut, et al., Counsel to AT&T, to Marlene
H. Dortch, Secretary, FCC, WT Docket No. 19-384 (filed Apr. 20, 2020) and Attachs. (Overlap Analysis of LCPR
and AT&T Fiber Locations in Puerto Rico, Matrix Economics, Apr. 20, 2020 (Matrix April 20, 2020 Overlap
Report) and Fiber Optic Competition in Puerto Rico, FTI Consulting, Apr. 20, 2020) (FTI April 20, 2020 Report))
(Applicants’ April 20 Ex Parte Letter); Letter from Robert L. Hoegle et al., Counsel to LLA, and Peter J.
Schildkraut, et al., Counsel to AT&T, to Marlene H. Dortch, Secretary, FCC, WT Docket No. 19-384 (filed May 20,
2020) and Attachs. (Fiber Optic Competition in Puerto Rico, FTI Consulting, May 11, 2020 (FTI May 11, 2020
Report); Fiber Optic Competition in Puerto Rico, FTI Supplemental Results, May 11, 2020 (FTI Supplement
Report) and Accompanying Excel File “Incremental On-Net Overlaps Using 164 Feet,” May 11, 2020))
(Applicants’ May 11 Ex Parte Letter); Letter from Robert L. Hoegle et al., Counsel to LLA, and Peter J.
Schildkraut, et al., Counsel to AT&T, to Marlene H. Dortch, Secretary, FCC, WT Docket No. 19-384 (filed May 21,
2020) and Attach. (Fiber Optic Competition in Puerto Rico: FTI Fiber Inspection Results (May 20, 2020)
Presentation Slides); Letter from Robert L. Hoegle et al., Counsel to LLA, and Peter J. Schildkraut, et al., Counsel
to AT&T, to Marlene H. Dortch, Secretary, FCC, WT Docket No. 19-384 (filed Aug. 18, 2020) (Applicants’ August
18 Ex Parte Letter); Letter from Robert L. Hoegle et al., Counsel to LLA, and Peter J. Schildkraut, et al., Counsel to
AT&T, to Marlene H. Dortch, Secretary, FCC, WT Docket No. 19-384 (filed Sept. 9, 2020) (Applicants’ September
9 Ex Parte Letter).
10Letter from Lee Licata, National Security Division, DOJ, to Marlene H. Dortch, Secretary, FCC, WC Docket No.
19-384, File Nos. ITC-T/C- 20191107-00178 et al. (filed Dec. 27, 2019) (NSD Letter).
11DOJ, Petition to Adopt Conditions to Authorizations and Licenses, WT Docket No. 19-384, File Nos. ITC-T/C-
20191107-00178 et al. (filed July 2, 2020).

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abide by the commitments and undertakings set forth in the July 1, 2020 Letter of Agreement” between
DOJ and LLA (LOA).12
4. We have thoroughly reviewed the record, including the supplemental information
submitted by the Applicants pursuant to WCB’s requests, which is subject to the Protective Order issued
in this proceeding.13 We conclude that, with the condition we impose to comply with the LOA, the
Transaction serves the public interest, convenience, and necessity and meets the requirements of the
Act.14 Accordingly, we grant the Applications and the Petition, subject to the condition set forth below,
and also grant the DOJ Petition.
II. BACKGROUND
A. Description of the Applicants
1. AT&T Inc.
5. AT&T, a Delaware corporation and global telecommunications and media company,
wholly owns and controls the Transferred Companies, AT&T Mobility PR and AT&T Mobility USVI.15
Together, the Transferred Companies provide high-speed mobile voice and data services to 1.1 million
postpaid and prepaid active devices in Puerto Rico and the USVI over 3G UMTS and 4G mobile
networks that cover the entire population of the islands.16 AT&T Mobility PR also provides competitive
local exchange carrier (LEC) and other services to enterprise customers in Puerto Rico.17 AT&T Mobility
PR does not offer residential wireline service in Puerto Rico.18 AT&T Mobility USVI does not offer any
wireline services in the USVI.19
2. Liberty Latin America Ltd.
6. LLA, a Bermuda company limited by shares, provides communications and
entertainment services, including video, broadband, telephony, and mobile services in Puerto Rico, the
Caribbean, and across Latin America.20 LLA is the parent company of Leo Cable LP (Leo Cable) and
Liberty Communications of Puerto Rico (LCPR).21 LCPR is a competitive LEC and the largest cable

12Id. at 1; Letter from John Winter, Senior Vice President, Chief Legal Officer & Secretary, LLA, to Assistant
Attorney General for National Security, Department of Justice, WC Docket No. 19-384, File Nos. ITC-T/C-
20191107-00178 et al. (Jul. 1, 2020).
13Applications of Liberty Latin America Ltd. and AT&T Inc. For Consent to the Transfer of Control of the Licenses,
Authorizations, and Spectrum Lease Held by AT&T Mobility Puerto Rico Inc. and AT&T Mobility USVI Inc. to
Liberty Latin America Ltd., WT Docket No. 19-384, Protective Order, DA 20-410 (WTB 2020).
14 47 U.S.C. § 214.
15 Lead Application at Attach. 2 (Public Interest Statement) at 2-3.
16 Id. at 6.
17Id. In 2009, AT&T acquired the wireless and wireline telecommunications operations of Centennial
Communications Corporation (Centennial) in Puerto Rico. Id. at 6 (stating that AT&T provides wireline business
enterprise services in the former areas served by Centennial); Applications of AT&T Inc. and Centennial
Communications Corp For Consent to Transfer Control of Licenses, Authorizations, and Spectrum Leasing
Arrangements, WT Docket No. 08-246, Memorandum Opinion and Order, 24 FCC Rcd 13915 (2009).
18 Public Interest Statement at 6; Applicants’ April 20 Ex Parte Letter at 5.
19 Public Interest Statement at 23.
20 Id. at 4; Restated Petition at 2.
21Public Interest Statement at 2-3. On May 14, 2020, Applicants stated that Leo Cable LP changed its name to
Liberty Communications PR Holding LP, effective April 1, 2020, and Liberty Cablevision of Puerto Rico LLC
(continued….)
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operator in Puerto Rico.22 LCPR currently operates an 11,500 mile hybrid fiber coaxial (HFC) cable
network providing broadband services to approximately 340,000 customers, video services to
approximately 220,000 customers, and fixed-line telephony to approximately 205,000 customers,
virtually all of whom are residential customers.23 LCPR provides “triple-play” service bundles
(broadband Internet, digital video, and fixed-line telephony) to approximately 165,000 customers.24
LCPR also provides business data services (BDS) and enhanced interconnectivity points in Puerto Rico to
companies via its fiber network.25 Neither LCPR nor any of its affiliates currently provides any type of
wireless services in Puerto Rico or in the USVI, nor do they provide any wireline services in the USVI.26
B. Description of the Transaction
7. Under LLA’s and AT&T’s stock purchase agreement, a wholly-owned subsidiary of LLA
will acquire the Transferred Companies, and they will then be operated with LCPR, also wholly-owned
by LLA.27 In particular, LLA, through Leo Cable,28 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.; AT&T International Holdings, LLC; and SBC Telecom, Inc. (collectively Sellers).29 Beach holds
all of the outstanding capital stock of AT&T Mobility PR and AT&T Mobility USVI.30 Applicants state
that LLA’s shares are publicly traded, and U.S. persons own over 80% of LLA’s aggregate voting
interests and over 67% of LLA’s aggregate equity.31 The Petition states that LLA is controlled by its
Board of Directors, who are elected by its shareholders.32 In connection with the transaction, Applicants
made filings or notifications with the Federal Trade Commission and DOJ pursuant to the Hart-Scott-
Rodino Antitrust Improvements Act of 1976.33

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changed its name to Liberty Communications of Puerto Rico LLC, effective May 4, 2020. Letter from Robert L.
Hoegle et al., Counsel to LLA, to Marlene H. Dortch, Secretary, FCC, WT Docket No. 19-384 (filed May 14, 2020).
22 Public Interest Statement at 4.
23 Id. at 5.
24 Id.
25 Id.
26 Id. at 18.
27 Id. at 2-3; Restated Petition at 1-2.
28Under the terms of the stock purchase agreement, Leo Cable may assign its rights to another LLA subsidiary.
Upon completion of the proposed transaction, Dr. John C. Malone, a U.S. citizen, will hold an approximate 25.07%
interest in LLA. Public Interest Statement at 3.
29 Leo Cable is not acquiring any interest from AT&T in DIRECTV, AT&T’s video business, or in any submarine
cable or cable landing station held by AT&T. Id. AT&T is also retaining certain business customers with which it
has a global business relationship and is not transferring 39 GHz spectrum in Puerto Rico and the USVI to LLA. Id.
In connection with the transaction, Applicants state that AT&T is subcontracting with the Transferred Companies to
fulfill certain of AT&T’s commitments to the First Responder Network Authority in Puerto Rico and the USVI. Id.
at 4, 17-18.
30 Public Interest Statement at 6.
31 Restated Petition at 2.
32 Id. at 3.
3315 U.S.C. § 18a; Public Interest Statement at 26. Applicants state that no approvals are required for the proposed
Transaction from the state public service commissions in Puerto Rico or in the USVI. Applicants’ April 20 Ex Parte
Letter at 1.

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8. On October 23, 2020, DOJ announced that it is requiring the Applicants to divest certain
fiber-based telecommunications assets and customer accounts in Puerto Rico, in order for LLA to proceed
with its proposed acquisition of AT&T’s wireline and wireless telecommunications operations in Puerto
Rico and the U.S. Virgin Islands 34 DOJ also approved WorldNet Telecommunications, Inc. (WorldNet)
as the acquirer of those assets, and indicated that “the divestiture will place WorldNet in the position to
become a strong competitor in the provision of fiber-based connectivity and telecommunications services
to enterprise customers throughout Puerto Rico.”35
III. STANDARD OF REVIEW AND PUBLIC INTEREST FRAMEWORK
9. Pursuant to sections 214(a) and 310(d) of the Act,36 the Commission must determine
whether the proposed transfer of control of certain licenses and authorizations held and controlled by the
Transferring Companies to LLA would serve the public interest, convenience, and necessity.37 In making
this determination, the Commission first assesses whether the proposed transaction complies with the
specific provisions of the Act, other applicable statutes, and the Commission’s rules.38
10. If the proposed transaction does not violate a statute or rule, the Commission then
considers whether the transaction could result in public interest harms by substantially frustrating or
impairing the objectives or implementation of the Act or related statutes.39 The Commission’s
competitive analysis, which forms an important part of the public interest evaluation, is informed by, but
not limited to, traditional antitrust principles.40 DOJ has independent authority to examine the
competitive impacts of proposed mergers and transactions involving transfers of Commission licenses,
34 U.S. Department of Justice, Antirust Division, Justice Department Requires Divestiture in Order for Liberty Latin
America to Acquire AT&T’s Telecommunications Operations in Puerto Rico and the U.S. Virgin Islands (rel. Oct.
23, 2020) (DOJ Press Release), https://www.justice.gov/opa/pr/justice-department-requires-divestiture-order-liberty-
latin-america-acquire-atts.
35 Id.
3647 U.S.C. § 214(a), 310(d). Section 310(d) requires that the Commission consider the 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., Applications of T-Mobile US, Inc., and Sprint Corporation for
Consent To Transfer Control of Licenses and Authorizations, et al., WT Docket 18-197, Memorandum Opinion and
Order, Declaratory Ruling, and Order of Proposed Modification, 34 FCC Rcd 10578, 10595, para. 39 (2019)
(T-Mobile-Sprint Order); Applications of Level 3 Communications, Inc. and CenturyLink, Inc. for Consent to
Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 32 FCC Rcd 9581, 9585, para.
8 (2017) (CenturyLink-Level 3 Order); AT&T Inc. and BellSouth Corporation Application for Transfer of Control,
WC Docket No. 06-74, Memorandum Opinion and Order, 22 FCC Rcd 5662, 5672, para. 19 (2007) (AT&T-
BellSouth Order).
3747 CFR § 63.03(c)(1)(v) (noting that an analysis under section 214(a) includes a determination of “whether a
proposed transfer of control would serve the public interest”); see also, e.g., T-Mobile-Sprint Order, 34 FCC Rcd at
10595, para. 39; CenturyLink-Level 3 Order, 32 FCC Rcd at 9585, para. 8; Applications filed by Qwest
Communications International Inc. and CenturyTel, Inc. d/b/a CenturyLink for Consent to Transfer Control, WC
Docket No. 10-110, Memorandum Opinion and Order, 26 FCC Rcd 4194, 4198-99, para. 7 (2011) (CenturyLink-
Qwest Order); AT&T-BellSouth Order, 22 FCC Rcd at 5672, para. 19.
38T-Mobile-Sprint Order, 34 FCC Rcd at 10595, para. 39; CenturyLink-Level 3 Order, 32 FCC Rcd at 9585, para. 8;
CenturyLink-Qwest Order, 26 FCC Rcd at 4199, para. 7.
39See, e.g., T-Mobile-Sprint Order, 34 FCC Rcd at 10595, para. 40; CenturyLink-Level 3 Order, 32 FCC Rcd at
9585, para 9.
40 See, e.g., T-Mobile-Sprint Order, 34 FCC Rcd at 10595, para. 40; CenturyLink-Level 3 Order, 32 FCC Rcd at
9585, para. 9; see also Northeast Utils. Serv. Co. v. FERC, 993 F.2d 937, 947 (1st Cir. 1993) (public interest
standard does not require agencies “to analyze proposed mergers under the same standards that the Department of
Justice . . . must apply”).

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but the Commission’s competitive analysis under the public interest standard is somewhat broader.41
Notably, the Commission has determined it may impose and enforce narrowly tailored, transaction-
specific conditions that address the potential harms of a transaction.42 Specifically, the Commission has
repeatedly held that it will impose conditions “only to remedy harms that arise from the transaction (i.e.,
transaction-specific harms)” and “related to the Commission’s responsibilities under the Communications
Act and related statutes,” and that it “will not impose conditions to remedy pre-existing harms or harms
that are unrelated to the transaction.”43
11. If the Commission determines that a transaction raises no public interest harms or that
any such harms would be ameliorated by narrowly tailored conditions, it next considers a transaction’s
public interest benefits. Notably, the Commission has long recognized the clear public interest benefits in
a license or authorization holder being able to assign or transfer control of its license or authorization
freely.44 The Commission will also review other claimed public interest benefits of a transaction, with the
applicants bearing the burden of proving those benefits by a preponderance of the evidence.45 As part of
its public interest authority, the Commission may impose narrowly-tailored conditions to ensure for the
public the transaction-specific benefits claimed by the Applicants.46
12. Finally, if the Commission finds that narrowly tailored, transaction-specific conditions
are able to ameliorate any public interest harms and the transaction is in the public interest, it may
approve the transaction as so conditioned.47 In contrast, if the Commission does not find that a proposed
transaction even with such conditions serves the public interest or if the record presents a substantial and
material question of fact, then it must designate the application for hearing.48
IV. QUALIFICATIONS OF APPLICANTS AND COMPLIANCE WITH
COMMUNICATIONS ACT AND FCC RULES AND POLICIES
13. Section 310(d) of the Act requires that the Commission make a determination as to
41T-Mobile-Sprint Order, 34 FCC Rcd at 10595-96, para. 40; CenturyLink-Level 3 Order, 32 FCC Rcd at 9585,
para. 9.
42See, e.g., T-Mobile-Sprint Order, 34 FCC Rcd at 10596, para. 40; CenturyLink-Level 3 Order, 32 FCC Rcd at
9585-86, para. 9.
43See, e.g., T-Mobile-Sprint Order, 34 FCC Rcd at 10596, para. 40; CenturyLink-Level 3 Order, 32 FCC Rcd at
9586, para. 9.
44See, e.g., T-Mobile-Sprint Order, 34 FCC Rcd at 10596, para. 41; CenturyLink-Level 3 Order, 32 FCC Rcd at
9586, para. 10.
4547 U.S.C. § 309(e); T-Mobile-Sprint Order, 34 FCC Rcd at 10596, para. 41; CenturyLink-Level 3 Order, 32 FCC
Rcd at 9586, para. 10.
46See, e.g., T-Mobile-Sprint Order, 34 FCC Rcd at 10596, para. 41; Applications of GCI Communication Corp.,
ACS Wireless License Sub, Inc., ACS of Anchorage License Sub, Inc., and Unicom, Inc. for Consent to Assign
Licenses to the Alaska Wireless Network, LLC, Memorandum Opinion and Order and Declaratory Ruling, 28 FCC
Rcd at 10433, 10443-44, para. 26 (2013) (Alaska Wireless-GCI Order).
47See, e.g., T-Mobile-Sprint Order, 34 FCC Rcd at 10596, para. 42; CenturyLink-Level 3 Order, 32 FCC Rcd at
9586, para. 11.
48 47 U.S.C. § 309(e); T-Mobile-Sprint Order, 34 FCC Rcd at 10596, para. 42; CenturyLink-Level 3 Order, 32 FCC
Rcd at 9586-87, para. 11. Section 309(e)’s requirement applies only to those applications to which Title III of the
Act applies. T-Mobile-Sprint Order, 34 FCC Rcd at 10596, para. 42, n.131 (citing ITT World Communications, Inc.
v. FCC, 595 F.2d 897, 901 (2d Cir. 1979) (ITT World v. FCC); CenturyLink-Level 3 Order, 32 FCC Rcd at 9586-87,
para. 11 & n.37). The Commission is not required to designate for hearing applications for the transfer or
assignment of Title II authorizations when it is unable to find that the public interest would be served by granting the
applications, see ITT World v. FCC, 595 F.2d 897 at 901, but may do so if it finds that a hearing would be in the
public interest. CenturyLink-Level 3 Order, 32 FCC Rcd at 9586-87, para. 11 & n.37.

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whether the Applicants have the requisite qualifications to hold Commission licenses.49 Among the
factors the Commission considers in its public interest review is whether the applicant for a license has
the requisite “citizenship, character, financial, technical, and other qualifications.”50 Therefore, as a
threshold matter, the Commission must determine whether the applicants to a proposed transaction meet
the requisite qualification requirements to hold and transfer licenses under section 310(d) of the Act and
the Commission’s rules.51
14. The Commission generally does not reevaluate the qualifications of transferors unless
issues related to basic qualifications have been sufficiently raised in petitions to warrant designation for
hearing.52 We find that there is no reason to reevaluate the requisite citizenship, character, financial,
technical, or other basic qualifications of AT&T under the Act or our rules, regulations, and policies.53
The only challenge that has been raised with respect to the basic qualifications of LLA, which the
Commission has previously found qualified to control entities holding Commission licenses and
authorizations,54 is with respect to the financial qualifications of LLA to achieve the service quality it
asserts it will provide after closing the transaction.55 We address and reject the challenge in section V
below.
15. The proposed transaction must comply with the Act, other applicable statutes, and the
Commission’s rules before we can find that it is in the public interest.56 We find that the proposed
Transaction will not violate any statutory provision or Commission rule.
V. POTENTIAL PUBLIC INTEREST HARMS
16. Based on our evaluation of the record, we find that the proposed Transaction is unlikely
to result in any material public interest harm in Puerto Rico where AT&T Mobility PR and LCPR operate
as wireline competitive LECs. We also review and reject claims from CWA regarding a potential loss of
jobs in Puerto Rico and the USVI arising as a result of the proposed Transaction, the financial viability of
LLA post-transaction, and the impact of the Transaction on the deployment of the Nationwide Public

49 47 U.S.C. § 310(d).
5047 U.S.C. §§ 308, 310(d); see also T-Mobile-Sprint Order, 34 FCC Rcd at 10596-97, para. 43; Applications of
AT&T, Inc. and DIRECTV for Consent to Assign or Transfer Control of Licenses and Authorizations, Memorandum
Opinion and Order, 30 FCC Rcd 9131, 9142, para. 24 (2015) (AT&T-DIRECTV Order); CenturyLink-Qwest Order,
26 FCC Rcd at 4201, para.11; AT&T-BellSouth Order, 22 FCC Rcd at 5756, para. 19.
51See T-Mobile-Sprint Order, 34 FCC Rcd at 10597, para. 43; AT&T-DIRECTV Order, 30 FCC Rcd at 9142, para.
24; CenturyLink-Qwest Order, 26 FCC Rcd at 4201, para. 11; AT&T-BellSouth Order, 22 FCC Rcd at 5756, para.
191.
52See T-Mobile-Sprint Order, 34 FCC Rcd at 10597, para. 44; AT&T-DIRECTV Order, 30 FCC Rcd at 9142, para.
25.
53See T-Mobile-Sprint Order, 34 FCC Rcd at 10597, para. 44; AT&T-DIRECTV Order, 30 FCC Rcd at 9142, para.
25.
54See, e.g., International Authorizations Granted: Section 214 Applications (47 CFR § 63.18, 63.24); Section
310(b) Petitions (47 CFR § 1.5000), Report No. TEL-01904, Public Notice, 33 FCC Rcd 3922 (IB Apr. 26, 2018)
(granting pro forma transfer of control of Columbus Networks Puerto Rico, Inc. to LLA); Wireless
Telecommunications Bureau Assignment of License Authorization Applications, Transfer of Control of License
Applications, Report Number: 12788, Public Notice (WTB Dec. 6, 2017) (granting full assignment of Columbus
Networks USA, Inc., from Liberty Global to LLA); Public Interest Statement at n.8 (listing proceedings in which
LLA acquired controlling interests in Commission authorizations holders).
55 CWA Comments at 6-8; CWA Reply Comments at 4-6; The Hedge Clippers Reply Comments at 1-4.
56See T-Mobile-Sprint Order, 34 FCC Rcd at 10598, para. 47; CenturyLink-Level 3 Order, 32 FCC Rcd at 9587,
para. 14.

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Safety Broadband Network (FirstNet).57 Finally, we reject Viya’s request to impose number portability
requirements on AT&T in the USVI that are not related to the Transaction and that are the subject of a
broader industry proceeding.
A. Loss of AT&T Mobility PR as a Competitive Provider of Last-Mile Business Data
Services in Puerto Rico
17. In accordance with Commission precedent addressing the merger of competitive wireline
providers, we find that the proposed Transaction is unlikely to result in any material public interest harm
in Puerto Rico for fiber-based wireline services. No commenter raised a potential for harm from the loss
of AT&T Mobility PR as a provider of last-mile facilities-based enterprise BDS. While the Applicants
specifically claim that the Transaction will have little or no impact on competition for these services,58 we
have carefully evaluated those claims to confirm their accuracy and find no significant potential
competitive harms.59
18. Applicants maintain that AT&T Mobility PR and LCPR serve different customer
segments and compete with each other only to a minimal extent with respect to BDS.60 They assert that
the combined company will continue to face substantial competition from other providers, particularly the
incumbent LEC, Puerto Rico Telephone Company (Claro).61 The record shows that AT&T Mobility PR
provides no fiber or wireline services to residential customers, and primarily uses its fiber network to
provide backhaul services for its wireless network while also providing BDS to large and medium
business customers concentrated in the San Juan area.62 In contrast, LCPR’s primary offerings are to
residential and small business customers served via HFC connections without service level agreements
(SLAs) guaranteeing performance levels.63 Of the BDS customers it does serve via a fiber network,
LCPR estimates that approximately 75% of its BDS customers are small to medium-size businesses with
the rest being larger business and wholesale customers.64 Applicants maintain that the proposed
Transaction will enhance and extend the reach of LCPR’s fiber network, which will allow it to compete
more effectively against large providers, particularly Claro, including for enterprise customers that seek
service from the same provider across multiple locations.65

57 CWA Comments at 5-12.

58 Public Interest Statement at 20-23.
See CenturyLink-Level 3 Order, 32 FCC Rcd at 9587, para. 15 (citing Applications of XO Holdings and Verizon
59

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, para. 15 & n.44 (WCB, IB, WTB 2016) (Verizon-XO
Order)).
60 Public Interest Statement at 19 (“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. AT&T Mobility PR’s
fixed-service customers are all enterprise and overwhelmingly take BDS.”); Applicants’ April 20 Ex Parte Letter at
5 (stating that “medium and large size business locations receiving fiber service from LCPR comprise less than one
percent of all customers receiving wireline service.”).
61Public Interest Statement 14-15, 20-23. In addition to Claro, Applicants have identified eight competitive fiber
providers that have facilities at various confirmed overlap locations. See Applicants’ April 20 Ex Parte Letter at 3
& n.5.
62 Public Interest Statement at 21; Applicants’ April 20 Ex Parte Letter at 5.
63 Public Interest Statement at 19; Applicants’ April 20 Ex Parte Letter at 5.
64 Public Interest Statement at 19-21.
65Id. at 14; Applicants’ April 20 Ex Parte Letter at 5 (citing CenturyLink-Level 3 Order, 32 FCC Rcd at 9595, para.
27; Verizon-XO Order, 31 FCC Rcd at 12514-16, para. 28); Applicants’ May 11 Ex Parte Letter at 5.

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 Federal Communications Commission DA 20-1270

19. In response to staff requests for information, Applicants conducted an overlap analysis to
determine the extent to which LCPR and AT&T Mobility PR compete in the sale of fiber-based BDS.66
Applicants determined on-net overlap locations by considering AT&T Mobility PR and LCPR to provide
service to the same locations if the locations were within a proximity of 164 feet.67 The record shows that
LCPR and AT&T Mobility PR have locations where they both own or control fiber.68 Of those locations,
Applicants identified confirmed overlap locations using a system of field inspections.69 They summarized
their data indicating that, of these confirmed overlaps, 99.1% of the locations had at least one competitive
fiber provider within 0.5 miles of the location.70 As the Commission has found when reviewing the loss
of facilities-based fiber competition where providers operate as competitive LECs, the presence of other
BDS competitors within 0.5 miles of the overlap location, including the incumbent LEC, means that no
competitive harm is likely to occur.71 Indeed, we agree with Applicants that rather than harming

66See Applicants’ April 20 Ex Parte Letter at 1-6 (containing staff information requests and Applicants’ initial
responses).
67Generally, the bigger the distance threshold, the greater the number of locations identified as overlaps.
Identifying overlap locations based on a distance threshold of 164 feet (50 meters) is consistent with the
Commission’s precedent. CenturyLink-Level 3 Order, 32 FCC Rcd at 9589-90, paras. 18-19 & n.64; Applicants’
May 11 Ex Parte Letter at n.4 (citing Business Data Services in an Internet Protocol Environment; et al., Tariff
Investigation Order and Further Notice of Proposed Rulemaking, 31 FCC Rcd 4723, 4925, App. B (2016) (Empirics
of Business Data Services White Paper by Dr. Marc Rysman) (referring to data from BDS providers in that
proceeding that identified building locations based on addresses and latitude and longitude coordinates and
assuming that locations less than approximately 164 feet apart were the same building)). Applicants initially
determined on-net overlap locations by considering AT&T Mobility PR and LCPR to provide service to the same
locations if the locations were located within a proximity of 100 feet, Matrix April 20, 2020 Overlap Report at 16-
17; Applicants’ May 11 Ex Parte Letter at 1-2, and then expanded its analysis based on the 164-foot threshold. See
Applicants’ May 11 Ex Parte Letter at 1-2 and FTI Supplement Report at 4-7 and App. 1 (Additional Fiber
Evidence Supporting Documentation Based on Field Investigations).
68 Applicants’ September 9 Ex Parte Letter at 1-2 (summarizing record data).
69 Id. Applicants describe “confirmed overlaps” as overlap sites where field inspections were able to confirm fiber
for both LCPR and AT&T Mobility PR within a threshold distance. FTI April 20, 2020 Report at App. A
(Summary of Terms and Explanation of Analysis). They explain the field inspection process FTI used to identify
underground and aerial fiber at each of the confirmed overlap locations and describe the identification markers for
fiber owned by various providers. Id. at 9-10 and App. B (Identification of Providers) at 30-48. They also provide
explanations and photographic images of fiber providers in or near the confirmed overlaps. Id. at App. B at 28, App.
C (Explanation of Supporting Documentation) and App. D (Fiber Evidence Supporting Documentation)); FTI
Supplement Report at App. 1.
70Applicants’ September 9 Ex Parte Letter at 1-2. Applicants stated that their statistics relate to fiber only, and that
FTI did not include other types of facilities owned by competitive providers, including Claro’s copper network,
coaxial, HFC, and wireless facilities in its review. FTI April 20, 2020 Report at 6. On August 18, 2020, Applicants
identified 50 additional potential overlap locations “during consistency checks of the Applicants’ location data.”
Applicants’ August 18 Ex Parte Letter at 1. Applicants have been unable to confirm from available LCPR records
whether LCPR has connections, active circuits, or fiber to the locations, and because of the COVID-19 pandemic,
FTI has been unable to conduct field inspections of those locations. Applicants’ September 9 Ex Parte Letter at 2.
71CenturyLink-Level 3 Order, 32 FCC Rcd at 9594-55, para. 26. We further note that the Applicants’ fiber asset
divestiture settlement entered into with DOJ reinforces our conclusion that no competitive harms are likely to result
from this Transaction. DOJ Press Release at 1.

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competition, combining LCPR’s and AT&T Mobility PR’s facilities-based networks and services will
better enable the combined company to compete against the incumbent LEC, Claro.72
B. Other Issues
20. CWA Comments. We reject CWA’s request that we deny the proposed Transaction as it
is currently structured.73 Based on the record before us, we do not see a need to require, as requested by
CWA, further information from LLA to ensure it can invest in service quality, specifically including
network disaster response, and to deploy FirstNet post-transaction.74 We also decline to impose “clear
and enforceable commitments” on LLA to honor collective bargaining agreements and to ensure that
there is no reduction in employment for AT&T Mobility PR and AT&T Mobility USVI.75 According to
CWA, LLA is highly leveraged and may be unable to invest in service quality, especially in what CWA
describes as deteriorating economic conditions in its territories.76 In response, Applicants filed affidavits
from LCPR’s President and Chief Executive Officer and LLA’s Senior Vice President and Chief
Financial Officer explaining that LLA has already fully funded the purchase of the Transferred
Companies through $2.2 billion in bank and bond funding in Puerto Rico, refinanced LLA’s existing
Puerto Rican debt, and that it will pay the remaining $750 million of the purchase price through LLA’s
existing liquidity.77 Mr. Noyes also submitted publicly-available financial metrics for LLA, including for
capital expenditures, and demonstrated that LLA’s metrics are in line with other large
telecommunications companies.78
21. We recognize that the financing of transactions with increased debt levels may increase
risk (including, potentially, the risk of bankruptcy if the transferee is unable to service the debt).79 Upon
consummation, AT&T Mobility PR and AT&T Mobility USVI will continue to be subsidiaries, like they
were under AT&T, of a large international, publicly-traded company, LLA, and will continue to be able
to raise funds and invest in their service territories.80 We do not expect that LLA has entered into this

72 See id.; Verizon-XO Order, 31 FCC Rcd at 12515, para. 28; FTI May 11, 2020 Report at 13 (stating that Claro and
the Puerto Rico Electric Power Authority (PREPA) are the most frequent competitive fiber providers, each serving
at least 85% of the confirmed overlaps within 0.5 miles).
73 CWA Comments at 2.
74 Id. at 6-11; CWA Reply Comments at 7 (stating that the Commission should require the “full disclosure of
relevant financial and operational data to ensure a smooth transition of service, including full LCPR financial
statements, assumptions and plans, including multi-year synergies, employment levels, transaction-related
investments, and projected cash flows.”).
75 CWA Comments at 5-12.
76Id. at 6-8. See The Hedge Clippers Reply Comments at 1-4 (asserting that LLA will be unable to sustain its level
of indebtedness from the Transaction without impairing service, and that Puerto Rico is experiencing economic and
populations losses that will impact its business).
77 Applicants’ Reply, Attachs. (Decl. of Naji Khoury and Decl. of Christopher Noyes).
78Decl. of Christopher Noyes at Exh. A (Financial Metrics for LLA, AT&T, Verizon, Sprint, America Movil, 2017-
2019).
79See Applications Filed by Altice N.V. and Cablevision Systems Corporation to Transfer Control of Authorizations
From Cablevision Systems Corporation to Altice N.V., WC Docket No. 15-257, Memorandum Opinion and Order,
31 FCC Rcd 4365, 4374-75, para. 21 (WCB, IB, MB, WTB 2016) (Altice-Cablevision Order); Applications Filed by
Frontier Communications Corporation and Verizon Communications Inc. for Assignment or Transfer of Control,
WC Docket 09-95, Memorandum Opinion and Order, 25 FCC Rcd 5972, 5980-81-83, paras. 18-24 (2010) (Verizon-
Frontier Order).
80See Public Interest Statement at 4, n.4 (stating that LLA provides telecommunications, video, broadband, and
other services in Latin America and throughout the Caribbean to 25 countries with over 7 million homes passed);
(continued….)
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Transaction with a disincentive to invest in and grow its network. It has in fact stated that integrating
AT&T’s mobile businesses into its existing operations, combining the fiber networks of LCPR and
AT&T Mobility PR, optimizing LLA’s submarine cable capacity in the USVI with the mobile operations
of AT&T Mobility USVI, and rolling out 5G wireless service will accelerate service improvements
throughout the islands.81
22. In determining whether LLA and its subsidiaries are financially qualified to hold licenses,
we do not substitute our business judgment for that of the applicant or the marketplace.82 And, while we
cannot know with certainty whether LLA would experience financial distress after consummating the
Transaction compared with what it would experience in the absence of the transaction, we find that the
representations of Applicants concerning LLA’s financial viability are reasonable.83 In previous
transactions, the Commission has taken note of reviews by major credit agencies, including Moody’s
Investor Service,84 which has assigned a B1 rating to Leo Cable considering its intended acquisition of the
Transferred Companies.85 Moody’s anticipates that, post-transaction, despite some risk, the combined
entity will have adequate liquidity, generating positive free cash flow, and have access to lines of credit.86
As the Commission has found in other transactions, beyond the “ordinary and largely unpredictable
market risks that accompany any business transaction,” the record does not demonstrate that LLA is
underfunded or an irresponsible buyer unqualified to undertake the transaction.87 Instead, LLA has
demonstrated that it has the requisite financial qualifications to hold and use these Commission licenses
and authorizations in the public interest.88

(Continued from previous page)

Applicants’ Reply at 4-6 (describing LLA’s breadth of service offerings, debt instrument performance, network
investment, and customer growth).
81 Public Interest Statement at 15-16; Applicants’ Reply at 8-9.
82See Altice-Cablevision Order, 31 FCC Rcd at 4375, para. 21; Verizon-Frontier Order, 25 FCC Rcd at 5981-83,
para. 19.
83See Applications of Charter Communications, Inc., Time Warner Cable Inc., and Advance/Newhouse Partnership
for Consent to Assign or Transfer Control of Licenses and Authorizations, MB Docket No. 15-149, 31 FCC Rcd
6327, 6477, paras. 311-12 (2016) (Charter-Time Warner Order) (rejecting claims that the transferee’s debt load
would increase the risk of higher rates or bankruptcy and stating that the Commission does not ignore the business
judgment of the applicants’ lenders or the credit agencies).
84 Id.
85Moody’s Investors Service, Rating Action: Moody’s Assigns B1 Ratings to Liberty Puerto Rico’s Proposed
Notes and Term Loan; Stable Outlook,” Oct. 9, 2019, https://www.moodys.com/research/Moodys-assigns-B1-
ratings-to-Liberty-Puerto-Ricos-proposed-notes--PR_411623.
86Id. Moody’s stated, “Leo Cable's B1 CFR considers the combination of AT&T PR’s and LCPR’s existing
operations in Puerto Rico and reflects the combined group’s increased scale and leading wireless and fixed market
positions in Puerto Rico, its offering of a full suite of services, the quality of its networks and mobile spectrum
holdings, as well as its positive free cash flow generation. The B1 CFR also reflects the group’s concentration on
two small markets, Puerto Rico and US Virgin Islands, which have weak economies, adverse demographic trends
and exposure to adverse weather events; the integration risks related to the business combination (namely,
rebranding and integration of two different networks); a highly competitive telecom market in Puerto Rico; and the
lack of track record of the combined entity.”
87 Altice-Cablevision Order, 31 FCC Rcd at 4375, para. 21.
88 Id. (stating that although the Commission has a responsibility to consider the financial qualifications of the
transferee, it is not the Commission’s role to substitute its business judgment for that of the applicants or the market;
rather, the relevant question here is whether it has the requisite financial qualifications to hold and use these
Commission licenses and authorizations in the public interest); Charter-Time Warner Order, 31 FCC Rcd at 6477,
para. 312.

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23. CWA raises service quality and disaster response as an issue for the Commission to
consider.89 The Commission fully recognizes the devastation caused by the 2017 hurricanes and 2020
earthquake in Puerto Rico and that there is always a risk of future events.90 We are not persuaded by
CWA, however, that LLA will be incapable of responding to natural disasters impacting its network.91 In
addition to affirming that LCPR fully restored service after the hurricanes and earthquake,92 the record
indicates that combining AT&T’s telecommunications infrastructure with LCPR’s network will
strengthen LCPR’s network. Importantly, Applicants state that “through burying substantial portions of
LCPR’s core network in AT&T Mobility’s conduit and having alternative fiber routes in and to Puerto
Rico and USVI,” LLA will increase its network resiliency and redundancy.93
24. As the Commission has found in its effort to allocate universal service funding to
providers to deploy hardened networks in Puerto Rico and the USVI, burying fiber is ideal to promote
resiliency because it provides the best protection against storms and atmospheric elements in general.94
We also remind LLA and its subsidiaries that eligible telecommunications carriers receiving federal
universal service support shall use that support only for the provision, maintenance, and upgrading of
facilities and services for which the support is intended.95 LLA must use high-cost support authorized to
AT&T to help restore, harden, and expand 4G LTE and 5G technology for mobile voice and broadband
services and to help safeguard network equipment against future natural disasters in accordance with the
Uniendo a Puerto Rico Fund and the Connect USVI Fund.96 LLA will be subject to ongoing oversight,
must comply with annual reporting and certification requirements, and must submit an updated Disaster
Preparation and Response Plan for our consideration within 10 business days of the completed transfer,
and comply with the Disaster Information Reporting System (DIRS) requirements.97

89 CWA Comments at 2-3, 11-12.

90Id. at 2-3. See Uniendo A Puerto Rico Fund and Connect USVI Fund, Connect America Fund, ETC Annual
Reports and Certifications, WC Docket Nos. 18-143, 10-90, 14-58, Report and Order and Order on Reconsideration,
34 FCC Rcd 9109, paras. 1-9 (2019) (2019 Uniendo Order) (recognizing the widespread devastation caused by the
2017 hurricanes in Puerto Rico and the USVI and allocating funding to improve and expand broadband networks to
withstand future storms).
91 CWA Comments at 3, 11-12.
92Applicants state that LCPR restored 75% of its network by March 2018, and by June 2018, the majority had been
restored, and that within three days of the January 7, 2020 earthquake in Puerto Rico, all of LCPR’s systems were
operating with 79% of its customers having service, depending on power availability. Applicants’ Reply at 9-10;
Decl. of Naji Khoury at paras. 6, 8.
93Applicants’ April 20 Ex Parte Letter at 6; Public Interest Statement at 10-11; Applicants’ Reply at 9-10.
Applicants state that approximately 70% of AT&T core network fiber in Puerto Rico is already underground. Public
Interest Statement at 10.
94 2019 Uniendo Order, 34 FCC Rcd at 9126-27, para. 29.
95 47 U.S.C. § 254(e); 47 CFR § 54.7.
96See 2019 Uniendo Order, 34 FCC Rcd at 9163-64, para. 104; Wireline Competition Bureau Authorizes Stage 2
Mobile Support for Certain Providers Participating in the Uniendo a Puerto Rico Fund and the Connect USVI
Fund, Public Notice, 35 FCC Rcd 6321 (WCB 2020).
97See, e.g., 47 CFR §§ 54.313(n)-(o), 54.316(b), 54.1509-1515; 2019 Uniendo Order, 34 FCC Rcd at 9174-77,
paras. 133-40 and App. B (Disaster Preparation and Response Plan) (requiring all support recipients to comply with
Disaster Preparation and Response Plan and DIRS requirements). Section 54.1515 of the Commission’s rules
requires Uniendo Fund recipients to amend their Disaster Preparation and Response Plan submitted to WCB
following “any material change(s) to internal processes and responsibilities and provide the updated Disaster
Preparation and Response Plan to the Bureau within 10 business days following the material change(s).” 47 CFR
§ 54.1515(c).

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25. With regard to FirstNet, CWA asserts that Applicants should describe how LLA will
support the network and whether the Band 14 spectrum used for FirstNet will be transferred to LLA.98
Applicants have confirmed on the record that, while AT&T is subcontracting with the Transferred
Companies to fulfill certain AT&T commitments to the First Responder Network Authority to build out
and operate FirstNet, AT&T is the prime contractor for FirstNet and will remain fully responsible for
fulfilling its obligations.99 Applicants further confirm that the network AT&T is constructing in Puerto
Rico and the USVI uses Band 14 spectrum, for which FirstNet holds the license, and that the spectrum
will not be transferred to LLA.100
26. Finally, we are not persuaded that we must impose conditions on LLA that would address
job retention post-transaction.101 LLA has affirmed that it has no data from AT&T on which to base
decisions regarding specific job functions, and that it will continue to honor collective bargaining
agreements with CWA and has committed to do so in the stock purchase agreement for the Transferred
Companies.102 LLA further attests that, notwithstanding the destruction that Hurricanes Irma and Maria
caused to Puerto Rico’s power and telecommunications infrastructure, LCPR did not lay off any
employees.103 Based on this record, we find that the alleged public interest harms CWA raises concerning
jobs are speculative and unsubstantiated.104
27. Number Portability in the USVI. We decline to adopt Viya’s request to require AT&T to
facilitate number portability by acting as a local presence in each rate center where telephone numbers are
geographically assigned on behalf of AT&T Mobility USVI’s existing customers.105 Viya, the incumbent
LEC in the USVI, asserts that the Transaction raises a potential competitive harm associated with number
portability for the AT&T Mobility USVI customers who have phone numbers outside of the “340”
Numbering Plan Area on the island.106 Viya contends that, because AT&T is a nationwide provider, it has
allowed the majority of its mobile customers to retain telephone numbers outside of the 340 area code,
and that, post-transaction, customers could not port these numbers to Viya, placing it at a competitive
disadvantage to LLA.107 It explains that the numbers cannot be ported unless Viya establishes a physical
presence in rate centers where those numbers are located, which it is unable to do as a local service
provider in the USVI.108
28. At this time, Viya, like other local providers, would need to establish points of
interconnection nationwide through commercial arrangements among carriers and/or third-party providers
98 CWA Comments at 11-12.
99Public Interest Statement at 4; Applicants’ Reply at 11-12 (stating that AT&T’s long term contracts with the
Transferred Companies ensure AT&T satisfies the FirstNet program requirements and that AT&T will step in to
ensure performance if the Transferred Companies do not meet their subcontracting obligations).
100 Public Interest Statement at 4, 24; Applicants’ Reply at 10-12.
101 CWA Comments at 5-6.
102 Decl. of Naji Khoury at paras. 2-4.
103 Id. at para. 8.
104See Applications of 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, 9669-70, paras. 68-70 (2013)
(considering and rejecting as speculative the claims that the transaction would negatively impact jobs).
105 Viya March 17 Ex Parte Letter at 1-2.
106 Id.
107 Id.
108 Id. at 2.

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to establish the same number portability capabilities that nationwide wireless operators have at present.109
We agree with Applicants that Viya has raised issues associated with establishing nationwide number
portability that are not specific to the Transaction and that the Commission is currently considering in
another proceeding.110 The issues are not unique to the marketplace where Viya operates, and Viya‘s
ability to have customers port numbers to it are not affected by the Transaction. Consistent with
Commission precedent, Viya’s request to address this industry-wide issue is better addressed in a separate
proceeding.111
C. Potential Benefits
29. Having determined that there are no material harms associated with the Transaction, we
next review the claimed public interest benefits, beyond fostering the free transferability of licenses and
authorizations.112 The Commission finds a claimed benefit to be cognizable only if it is transaction-
specific—meaning it naturally arises as a result of the transaction113—and is verifiable.114
30. Applicants maintain that the Transaction will enhance network redundancy and resiliency
because following the Transaction, LCPR will be able to bury significant portions of its fiber network in
the existing AT&T Mobility PR conduit, which should allow LCPR to harden its fiber network quickly
and cost effectively with little to no disturbance of public rights-of-way.115 The buried fiber will be
significantly less susceptible to damage and destruction from storms, thus reducing the likelihood of
service outages and improving the recovery time for LCPR’s residential and business services.116
According to Applicants, the reduced costs of burying fiber will allow LCPR to bury additional portions
of its network on the island.117 They claim that the combined fiber network resulting from the Transaction
will increase the “local focus for wireless services in Puerto Rico and USVI through experienced local
management and increased facilities” and facilitate the rollout of 5G wireless services by connecting to
more potential cell sites without requiring new fiber backhaul construction.118 Applicants further assert
that the Transaction will enhance competition by allowing LCPR to offer “quad play” services
(multichannel video, mobile voice and data, fixed broadband Internet, and fixed telephony services) to its
109Nationwide Number Portability, Numbering Policies for Modern Communications, WC Docket Nos. 17-244 and
13-97, Notice of Proposed Rulemaking and Notice of Inquiry, 32 FCC Rcd 8034, 8036, para. 5 (2017) (Number
Portability NPRM).
Letter from Robert L. Hoegle, Counsel to LLA, and Peter J. Schildkraut, Counsel to AT&T, to Marlene H.
110

Dortch, Secretary, FCC, WT Docket No. 19-384, at 1 (filed Apr. 3, 2020) (citing Number Portability NPRM).
111See, e.g., Qwest-CenturyLink Order, 26 FCC Rcd at 4201, para. 18 & n.62 (finding that rate issues related to
special access, intercarrier compensation, and pole attachments are better addressed in rulemakings of general
applicability or are not specific to the transaction); Applications for the Transfer of Control of TW Telecom to Level
3 Communications, Inc., WC Docket No. 14-104, Memorandum Opinion and order, 29 FCC Rcd 12842, 12850-51,
para. 22 (2014).
112See T-Mobile-Sprint Order, 34 FCC Rcd at 10671, para. 214; CenturyLink-Level 3 Order, 32 FCC Rcd at 9604,
para. 50.
113See T-Mobile-Sprint Order, 34 FCC Rcd at 10671, para. 214. The Commission has previously put it, “likely to
be accomplished as a result of the merger but unlikely to be realized by other means that entail fewer
anticompetitive effects.” AT&T-BellSouth Order, 22 FCC Rcd at 5761, para. 202.
114See T-Mobile-Sprint Order, 34 FCC Rcd at 10671, para. 214; CenturyLink-Level 3 Order, 32 FCC Rcd at 9604,
para. 50 (citing AT&T-BellSouth Order, 22 FCC Rcd at 5761, para. 202).
115 Public Interest Statement at 10; Applicants’ April 20 Ex Parte Letter at 6.
116 Public Interest Statement at 11.
117 Id.
118 Id. at 16; Applicants’ April 20 Ex Parte Letter at 6.

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customers in Puerto Rico.119 LCPR asserts that its quad play offering will enable it to compete more
effectively with Claro, which it states is the only provider in Puerto Rico that can currently offer its
customers quad play services.120
31. While the Applicants offered several claimed benefits, they failed to provide any tangible
and verifiable evidence in support of such claims. We thus are unable to quantify any potential benefits
that may flow to consumers from the Transaction. We do find, however, that the Transaction is likely to
result in a stronger competitor and may result in increased and enhanced services to consumers.121
VI. NATIONAL SECURITY, LAW ENFORCEMENT, FOREIGN POLICY, AND TRADE
CONCERNS
32. When analyzing a transfer of control or assignment application that includes foreign
investment, we also consider public interest issues related to national security, law enforcement, foreign
policy, or trade policy concerns.122 The Commission has recognized its public interest analysis benefits
from input by the Executive Branch agencies that have expertise in these issues. The Commission
accords deference to the expertise of the Executive Branch agencies in identifying and interpreting issues
of concern related to national security, law enforcement, foreign policy, or trade policy concerns raised by
the relevant Executive Branch agencies.123 The Commission, however, makes an independent decision on
the application based on the record in the proceedings.124
33. On July 2, 2020, DOJ advised that it had no objection to the Commission’s granting the
applications and the section 310(b)(4) petition provided that the Commission conditions its approval on
the assurances of LLA to abide by the commitments and undertakings set forth in the LOA.125

119 Public Interest Statement at 12; Applicants’ April 20 Ex Parte Letter at 6.

120 Public Interest Statement at 14.
121 See, e.g., CenturyLink-Level 3 Order, 32 FCC Rcd at 9605, para. 52 (finding that the transaction would advance
the public interest by expanding the reach and capacity of fiber facilities and services for customers).
122T-Mobile-Sprint Order, 34 FCC Rcd at 10732, para. 349; Rules and Policies on Foreign Participation in the U.S.
Telecommunications Market; Market Entry and Regulation of Foreign-Affiliated Entities, Report and Order and
Order on Reconsideration, 12 FCC Rcd 23891, 23918-21, paras. 59-66 (1997) (Foreign Participation Order), recon.
denied, 15 FCC Rcd 18158 (2000) (in opening the U.S. telecommunications market to foreign entry in 1997, the
Commission affirmed that it would consider national security, law enforcement, foreign policy, and trade policy
concerns related to reportable foreign ownership as part of its overall public interest review of applications for
international section 214 authority, submarine cable landing licenses, and declaratory rulings to exceed the foreign
ownership benchmarks of section 310(b) of the Act). See also Process Reform for Executive Branch Review of
Certain FCC Applications and Petitions Involving Foreign Ownership, Report and Order, FCC 20-133 (rel. Oct. 1,
2020) (setting rules and procedures for referring applications for Executive Branch review consistent with Executive
Order No. 13913).
123T-Mobile-Sprint Order, 34 FCC Rcd at 10733, para. 349; Review of Foreign Ownership Policies for Broadcast,
Common Carrier and Aeronautical Radio Licensees under Section 310(b)(4) of the Communications Act of 1934, as
Amended, Report and Order, 31 FCC Rcd 11271, 11277, para. 6 (2016) (2016 Foreign Ownership Order), pet. for
recon. dismissed, 32 FCC Rcd 4780 (2017); Foreign Participation Order, 12 FCC Rcd at 23919, para. 62.
124 T-Mobile-Sprint Order, 34 FCC Rcd at 10733, para. 349; Foreign Participation Order, 12 FCC Rcd at 23921,
para 66; see also Review of Foreign Ownership Policies for Common Carrier and Aeronautical Radio Licensees
under Section 310(b)(4) of the Communications Act of 1934, as Amended, Second Report and Order, 28 FCC Rcd
5741, 5762, para. 34 (2013) (“While the Commission has exercised its discretion to rely substantially on the views
of the Executive Branch agencies for their expertise on matters of national security, law enforcement, foreign policy
and trade policy in cases involving foreign investment in U.S. common carrier and aeronautical licensees, we do not
believe it would be appropriate for us essentially to delegate this statutory responsibility to such agencies.”).
125 DOJ Petition at 1; LOA.

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34. In assessing the public interest, we take into account the record developed in each
particular case and accord appropriate deference to the expertise of the Executive Branch agencies on
national security and law enforcement, and other concerns related to foreign ownership of Commission
licensees.126 As the Commission stated in the Foreign Participation Order, foreign participation in the
U.S. telecommunications market may implicate significant national security or law enforcement issues
uniquely within the expertise of the Executive Branch.127 In accordance with the request of DOJ and in
the absence of any objection from the Applicants, we grant the DOJ Petition and condition grant of the
Applications and section 310(b)(4) petition on compliance by LLA with the commitments and
undertakings set forth in the LOA.128
VII. SECTION 310(B) FOREIGN OWNERSHIP REVIEW AND PETITION FOR
DECLARATORY RULING
35. Section 310(b)(4) of the Act establishes a 25% benchmark for investment by foreign
individuals, governments, and corporations in U.S.-organized entities that directly or indirectly control
U.S. common carrier wireless and satellite service licensees.129 This section of the Act also grants the
Commission discretion to allow higher levels of foreign ownership in a licensee’s controlling U.S.-
organized parent unless the Commission finds that the public interest would be served by refusing to
permit such foreign ownership.130 The Commission’s public interest analysis under section 310(b)(4) also
considers national security, law enforcement, foreign policy, or trade policy issues that may be raised by
the foreign ownership.131
36. LLA (Petitioner) requests a declaratory ruling, pursuant to section 310(b)(4) of the Act
and section 1.5000(a)(1) of the Commission’s rules,132 to permit foreign ownership of the Transferred
Companies’ proposed, controlling U.S. parent, Beach, to exceed the 25% benchmark specified in section
310(b)(4) of the Act. Petitioner asserts that the proposed foreign ownership of the Transferred
Companies’ controlling U.S. parent, Beach, would serve the public interest.133

T-Mobile-Sprint Order, 34 FCC Rcd at 10734-35, para. 353; 2016 Foreign Ownership Order, 31 FCC Rcd at
126

11277, para. 6; Foreign Participation Order, 12 FCC Rcd at 23919, paras. 61-62.
127 Foreign Participation Order, 12 FCC Rcd at 23919, para. 62.
128The DOJ Petition and LOA are publicly available on the Commission’s website at
https://licensing.fcc.gov/myibfs/download.do?attachment_key=2501456 (DOJ Petition) and
https://licensing.fcc.gov/myibfs/download.do?attachment_key=2501458 (LOA).
129 47U.S.C. § 310(b)(4) (“No broadcast or common carrier or aeronautical en route or aeronautical fixed radio
station license shall be granted to or held by . . . any corporation directly or indirectly controlled by any other
corporation of which more than one-fourth of the capital stock is owned of record or voted by aliens, their
representatives, or by a foreign government or representatives thereof, or by any corporation organized under the
laws of a foreign country, if the Commission finds that the public interest will be served by the refusal or revocation
of such license.”).
130 47U.S.C. § 310(b)(4). Under the Commission’s secondary market rules, spectrum lessees (and spectrum
sublessees) providing common carrier service are subject to the same foreign ownership requirements that apply to
common carrier licensees under sections 310(a) and (b) of the Act. 47 CFR §§ 1.9020(d)(2)(ii), 1.9030(d)(2)(ii),
1.9035(e)(1).
131T-Mobile-Sprint Order, 34 FCC Rcd at 10736, para. 355; Foreign Participation Order, 12 FCC Rcd at 23918-21,
paras. 59-66.
13247 U.S.C. § 310(b)(4); 47 CFR § 1.5000(a)(1). See generally 2016 Foreign Ownership Order, 31 FCC Rcd
11272 (codifying the Commission’s foreign ownership rules for broadcast, common carrier, aeronautical en route
and aeronautical fixed radio station licenses).
133 Restated Petition at 3-6.

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37. According to the Petition, upon completion of the proposed transaction, LLA, which is
organized under the laws of Bermuda, will acquire ultimate indirect ownership of the Transferred
Companies, resulting in the Transferred Companies’ proposed, controlling U.S. parent, Beach, having
aggregate indirect foreign equity and voting interests of 100%.134 As discussed above, under the LLA’s
and AT&T’s stock purchase agreement dated October 9, 2019, a wholly-owned subsidiary of LLA, Leo
Cable, will acquire the Transferred Companies in the proposed transaction.135 The Transferred
Companies will then be operated with LCPR, which is also wholly owned by LLA. In particular, LLA,
through Leo Cable, has agreed to acquire all of the outstanding capital stock of Beach from three wholly-
owned subsidiaries of AT&T: AT&T Corp.; 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.
38. The Petition states that LLA is a public company traded on the NASDAQ Stock
Exchange and is controlled by its Board of Directors, who are elected by LLA’s shareholders.136 The
Petition also states that although LLA is organized under the laws of Bermuda, U.S. persons own over
80% of LLA’s aggregate voting interests and over 67% of LLA’s aggregate equity interests.137
39. Pursuant to section 1.5001(i) of the rules,138 Petitioner requests that the Commission
specifically approve the direct and/or indirect foreign equity and voting interests that would be held in
Beach upon completion of the proposed transaction by foreign-organized entities as follows:
Liberty Latin America Ltd. (100% equity, 100% voting) (Bermuda);
LiLAC Services Ltd. (100% equity, 100% voting) (Bermuda);
LiLAC Ventures Ltd. (60% equity, 60% voting) (Cayman Islands); and
Genesis Asset Managers, LLP (8.4% equity, 8.4% voting) (Guernsey).

40. According to the Petition, Genesis Asset Managers, LLP (Genesis), an investment
advisor to institutional investors and in-house pooled funds for institutional advisors, organized under the
laws of Delaware with a principal business address in Guernsey, Channel Islands, holds 8.4% of LLA’s
voting power.139 To accommodate ordinary-course stock purchases by Genesis, Petitioner requests
advance approval, pursuant to section 1.5001(k),140 for Genesis to increase its indirect equity and voting
interests in Beach up to a 15% non-controlling interest.141
41. We received no comments regarding foreign ownership, and, as discussed above, DOJ
has advised the Commission that it, with concurrence of DHS and DOD, had no objection to the
Commission approving the authority sought, provided that the Commission conditions its approval on the
assurances of LLA to abide by the commitment and undertakings set forth in the LOA.
42. Based on our review of the record, under section 310(b)(4) of the Act and the
Commission’s foreign ownership rules and policies, we find that the public interest would not be served
by prohibiting foreign ownership of Beach, the controlling U.S. parent of AT&T Mobility PR and AT&T

134 Id. at 10.

135 Id. at 1-2
136 Id. at 2.
137 Id. at 3-5, 10.
138 47 CFR § 1.5001(i).
139 Restated Petition at 11.
140 47 CFR § 1.5001(k).
141 Restated Petition at 11.

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Mobility USVI, in excess of the 25% benchmark in section 310(b)(4) of the Act. We, therefore, grant the
Petition subject to the conditions set out herein. This ruling authorizes, first, 100% aggregate foreign
ownership of Beach, as the controlling U.S. parent of the Transferred Companies, subject to the terms and
conditions set forth in section 1.5004 of the Commission’s rules.142
43. In addition, pursuant to section 1.5001(i) of the rules, we approve the foreign equity and
voting interests that would be held indirectly in Beach by each of the above-listed foreign entities in the
amounts specified above. We also approve Petitioner’s request for advance approval, pursuant to section
1.5001(k), permitting Genesis to increase its indirect equity and voting interests in Beach up to a 15%
non-controlling interest.
44. Finally, under this ruling, Petitioner has an affirmative duty to monitor its foreign equity
and voting interests, calculate its interests consistent with the principles enunciated by the Commission,
including the standards and criteria set forth in sections 1.5002 through 1.5003 of the rules,143 and
otherwise ensure continuing compliance with the provisions of section 310(b) of the Act.144 A failure to
comply and/or remain in compliance with a condition of this authorization shall constitute grounds for
declaring it terminated without further action on the part of the Commission. Failure to meet a condition
of this ruling may also result in monetary sanctions or other enforcement action by the Commission.
VIII. CONCLUSION
45. After thoroughly reviewing the proposed Transaction and the record in this proceeding,
we conclude that the Applicants are fully qualified to transfer the authorizations and licenses in Appendix
A and that the proposed Transaction will serve the public interest. We also find that the public interest
would not be served by prohibiting the foreign ownership that would be held in the Transferred
Companies’ proposed, controlling U.S. parent, Beach, post-closing. We therefore grant the Applications
and Petition subject to the condition set out herein.
IX. ORDERING CLAUSES
46. Accordingly, having reviewed the record in this matter, IT IS ORDERED, pursuant to
sections 4(i) and (j), 5(c), 214(a), 214(c), 303(r), 309, and 310(d) of the Act, 47 U.S.C. §§ 154(i), 154(j),
155(c), 214(a), 214(c), 303(r), 309, 310(d), and sections 1.948, 63.03-04, and 63.24 of the Commission’s
rules, 47 C.F.R. §§ 1.948, 63.03-04, 63.24, and pursuant to the authority delegated under sections 0.51,
0.91, 0.131, 0.261, 0.291, and 0.331 of the Commission’s rules, 47 CFR §§ 0.51, 0.91, 0.131, 0.261,
0.291, 0.331, that the Applications to transfer control of the licenses and authorizations listed in Appendix
A ARE GRANTED, as conditioned in this Memorandum Opinion and Order and Declaratory Ruling.
47. IT IS FURTHER ORDERED that, pursuant to sections 4(i)-(j) and 310(b) of the

142 47 CFR § 1.5004. A few of the terms and conditions set forth in section 1.5004 of the Commission’s rules are as
follows: (1) where a previously unapproved foreign-organized entity is inserted into the vertical ownership chain of
a licensee, or its controlling U.S.-organized parent, without prior Commission approval, the licensee shall file a
letter to the attention of the Chief, International Bureau, within 30 days after the insertion of the new, foreign-
organized entity; (2) a licensee that has received a foreign ownership ruling, including a U.S.-organized successor-
in-interest to such licensee as part of a pro forma reorganization, or any subsidiary or affiliate relying on such
licensee’s ruling, shall file a new petition for declaratory ruling under § 1.5000 to obtain Commission approval
before its foreign ownership exceeds the routine terms and conditions of this section, and/or any specific terms or
conditions of its rulings; and (3) if at any time the licensee, including any successor-in-interest and any subsidiary or
affiliate knows, or has reason to know, that it is no longer in compliance with its foreign ownership ruling or the
Commission’s rules relating to foreign ownership, it shall file a statement with the Commission explaining the
circumstances within 30 days of the date it knew, or had reason to know, that it was no longer in compliance.
143 47 CFR §§ 1.5002-1.5003.
144 47 CFR § 1.5004, note to paragraph (a).

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Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i)-(j), 310(b), and sections 1.5001-04 of the
Commission’s rules, 47 C.F.R. §§ 1.5001-04, the Petition for Declaratory Ruling filed by Petitioner IS
GRANTED, as conditioned in this Memorandum Opinion and Order and Declaratory Ruling.
48. IT IS FURTHER ORDERED that, pursuant to Sections 4(i)-(j) and 310(b) of the
Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i)-(j), 310(b), and §§ 1.5001-04 of the
Commission’s rules, 47 C.F.R. § 1.5001-04, the Petition to Adopt Conditions of the U.S. Department of
Justice IS GRANTED.
49. IT IS FURTHER ORDERED that, pursuant to sections 4(i)-(j), 214, 303(r), 309,
310(b), and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i)-(j), 214, 303(r),
309, 310(b), 310(d), grant of the Applications and Petition for Declaratory Ruling IS CONDITIONED
UPON compliance by Liberty Latin America Ltd. with the Letter of Agreement from John Winter, Senior
Vice President, Chief Legal Officer & Secretary, Liberty Latin America Ltd., to Assistant Attorney
General for National Security, Department of Justice, dated July 1, 2020. Any failure to comply and/or
remain in compliance with any of these commitments and undertakings shall constitute a failure to meet a
condition of the underlying authorizations and licenses and thus grounds for declaring the authorizations
and licenses terminated without any further action on the part of the Commission. Failure to meet a
condition of the license may also result in monetary sanctions or other enforcement action by the
Commission.
50. IT IS FURTHER ORDERED that this Memorandum Opinion and Order and
Declaratory Ruling SHALL BE EFFECTIVE upon release, in accordance with section 1.102 of the
Commission’s rules, 47 CFR § 1.102. Petitions for reconsideration under section 1.106 of the
Commission’s Rules, 47 CFR § 1.106, may be filed within thirty days of the release date of this
Memorandum Opinion and Order and Declaratory Ruling.

FEDERAL COMMUNICATIONS COMMISSION

Donald K. Stockdale, Jr.

Chief, Wireless Telecommunications Bureau

Kris Anne Monteith

Chief, Wireline Competition Bureau

Thomas Sullivan
Chief, International Bureau

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APPENDIX A
SECTION 310(d) APPLICATIONS
Parts 22, 24, 27, and 101 – Wireless Radio Services
The following applications for consent to the transfer of control of licenses from AT&T to LLA
or for consent to the partitioning of licenses from AT&T to LLA are granted:
File No. Licensee Lead Call Sign

0008836370145 AT&T Mobility Puerto Rico Inc. KNKA451

0008836373 AT&T Mobility USVI Inc. KNKN523
0008857446 New Cingular Wireless PCS, LLC WPZA237146
0008857453 New Cingular Wireless PCS, LLC WPZA237

Parts 27 – Wireless Radio Services Spectrum Leasing Arrangement

The following application for consent to the transfer of control of a spectrum leasing lessee from
AT&T to LLA is granted:
File No. Lessee Lead Lease ID

0008871345 AT&T Mobility USVI Inc. L000031145

PETITION FOR DECLARATORY RULING UNDER SECTION 310(b)(4)

The International Bureau grants the Petition, File No. ISP-PDR-20191114-00009.

INTERNATIONAL SECTION 214 AUTHORIZATIONS

The following applications for consent to the transfer of control of international section 214
authorizations held by subsidiaries of AT&T from AT&T to LLA are granted:
File No. Authorization Holder Authorization Numbers

ITC-T/C-20191107-00178 AT&T Mobility USVI Inc. ITC-214-20001101-00664

ITC-214-19930315-00040,
ITC-T/C-20191107-00179 AT&T Mobility Puerto Rico Inc.
ITC-214-19940107-00011,
ITC-214-19980918-00669

DOMESTIC SECTION 214 AUTHORIZATION

WCB grants the application filed by AT&T and LLA for consent to transfer control of domestic
section 214 authority held by AT&T Mobility Puerto Rico Inc.147

145 This application is the lead application for the wireless radio services.
146The 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.
147 47 CFR § 63.03.

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