Goto Section: 63.23 | 63.25 | Table of Contents
FCC 63.24
Revised as of October 2, 2015
Goto Year:2014 |
2016
§ 63.24 Assignments and transfers of control.
(a) General. Except as otherwise provided in this section, an international
section 214 authorization may be assigned, or control of such authorization
may be transferred by the transfer of control of any entity holding such
authorization, to another party, whether voluntarily or involuntarily,
directly or indirectly, only upon application to and prior approval by the
Commission.
(b) Assignments. For purposes of this section, an assignment of an
authorization is a transaction in which the authorization is assigned from
one entity to another entity. Following an assignment, the authorization is
held by an entity other than the one to which it was originally granted.
Note to paragraph (b): The sale of a customer base, or a portion of a
customer base, by a carrier to another carrier, is a sale of assets and
shall be treated as an assignment, which requires prior Commission approval
under this section.
(c) Transfers of control. For purposes of this section, a transfer of
control is a transaction in which the authorization remains held by the same
entity, but there is a change in the entity or entities that control the
authorization holder. A change from less than 50 percent ownership to 50
percent or more ownership shall always be considered a transfer of control.
A change from 50 percent or more ownership to less than 50 percent ownership
shall always be considered a transfer of control. In all other situations,
whether the interest being transferred is controlling must be determined on
a case-by-case basis with reference to the factors listed in Note to
paragraph (c).
(d) Pro forma assignments and transfers of control. Transfers of control or
assignments 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 this paragraph (d). The
types of transactions listed in Note 2 to this paragraph (d) shall be
considered presumptively pro forma and prior approval from the Commission
need not be sought.
Note 1 to paragraph (d): Because the issue of control inherently involves
issues of fact, it must be determined on a case-by-case basis and may vary
with the circumstances presented by each case. The factors relevant to a
determination of control in addition to equity ownership include, but are
not limited to the following: power to constitute or appoint more than fifty
percent of the board of directors or partnership management committee;
authority to appoint, promote, demote and fire senior executives that
control the day-to-day activities of the licensee; ability to play an
integral role in major management decisions of the licensee; authority to
pay financial obligations, including expenses arising out of operations;
ability to receive monies and profits from the facility's operations; and
unfettered use of all facilities and equipment.
Note 2 to paragraph (d): If a transaction is one of the types listed
further, the transaction is presumptively pro forma and prior approval need
not be sought. In all other cases, the relevant determination shall be made
on a case-by-case basis. Assignment from an individual or individuals
(including partnerships) to a corporation owned and controlled by such
individuals or partnerships without any substantial change in their relative
interests; Assignment from a corporation to its individual stockholders
without effecting any substantial change in the disposition of their
interests; Assignment or transfer by which certain stockholders retire and
the interest transferred is not a controlling one; Corporate reorganization
that involves no substantial change in the beneficial ownership of the
corporation (including re-incorporation in a different jurisdiction or
change in form of the business entity); Assignment or transfer from a
corporation to a wholly owned direct or indirect subsidiary thereof or vice
versa, or where there is an assignment from a corporation to a corporation
owned or controlled by the assignor stockholders without substantial change
in their interests; or Assignment of less than a controlling interest in a
partnership.
(e) Applications for substantial transactions. (1) In the case of an
assignment or transfer of control shall of an international section 214
authorization that is not pro forma, the proposed assignee or transferee
must apply to the Commission for authority prior to consummation of the
proposed assignment or transfer of control.
(2) The application shall include the information requested in paragraphs
(a) through (d) of § 63.18 for both the transferor/assignor and the
transferee/assignee. The information requested in paragraphs (h) through (p)
of § 63.18 is required only for the transferee/assignee. At the beginning of
the application, the applicant shall include a narrative of the means by
which the proposed transfer or assignment will take place.
(3) The Commission reserves the right to request additional information as
to the particulars of the transaction to aid it in making its public
interest determination.
(4) An assignee or transferee must notify the Commission no later than
thirty (30) days after either consummation of the proposed assignment or
transfer of control, or a decision not to consummate the proposed assignment
or transfer of control. The notification shall identify the file numbers
under which the initial authorization and the authorization of the
assignment or transfer of control were granted.
(f) Notifications for non-substantial or pro forma transactions. (1) In the
case of a pro forma assignment or transfer of control, the section 214
authorization holder is not required to seek prior Commission approval.
(2) A pro forma assignee or a carrier that is subject to a pro forma
transfer of control must file a notification with the Commission no later
than thirty (30) days after the assignment or transfer is completed. The
notification must contain the following:
(i) The information requested in paragraphs (a) through (d) and (h) of
§ 63.18 for the transferee/assignee;
(ii) A certification that the transfer of control or assignment was pro
forma and that, together with all previous pro forma transactions, does not
result in a change in the actual controlling party.
(3) A single notification may be filed for an assignment or transfer of
control of more than one authorization if each authorization is identified
by the file number under which it was granted.
(4) Upon release of a public notice granting a pro forma assignment or
transfer of control, petitions for reconsideration under § 1.106 of this
chapter or applications for review under § 1.115 of this chapter of the
Commission's rules may be filed within 30 days. Petitioner should address
why the assignment or transfer of control in question should have been filed
under paragraph (e) of this section rather than under this paragraph (f).
(g) Involuntary assignments or transfers of control. In the case of an
involuntary assignment or transfer of control to: a bankruptcy trustee
appointed under involuntary bankruptcy; an independent receiver appointed by
a court of competent jurisdiction in a foreclosure action; or, in the case
of death or legal disability, to a person or entity legally qualified to
succeed the deceased or disabled person under the laws of the place having
jurisdiction over the estate involved; the applicant must make the
appropriate filing no later than 30 days after the event causing the
involuntary assignment or transfer of control.
(h) Subject to the availability of electronic forms, all applications and
notifications described in this section must be filed electronically through
the International Bureau Filing System (IBFS). A list of forms that are
available for electronic filing can be found on the IBFS homepage. For
information on electronic filing requirements, see part 1, § § 1.1000 through
1.10018 of this chapter and the IBFS homepage at http://www.fcc.gov/ibfs.
See also § § 63.20 and 63.53.
[ 67 FR 45391 , July 9, 2002, as amended at 70 FR 38799 , July 6, 2005; 72 FR 54366 , Sept. 25, 2007]
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Goto Section: 63.23 | 63.25
Goto Year: 2014 |
2016
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