§ 1.2111   Assignment or transfer of control: unjust enrichment.

   (a) Unjust enrichment payment: installment financing. (1) If a licensee
   that utilizes installment financing under this section seeks to assign
   or transfer control of its license to an entity not meeting the
   eligibility standards for installment payments, the licensee must make
   full payment of the remaining unpaid principal and any unpaid interest
   accrued through the date of assignment or transfer as a condition of
   approval.

   (2) If a licensee that utilizes installment financing under this
   section seeks to make any change in ownership structure that would
   result in the licensee losing eligibility for installment payments, the
   licensee shall first seek Commission approval and must make full
   payment of the remaining unpaid principal and any unpaid interest
   accrued through the date of such change as a condition of approval. A
   licensee's (or other attributable entity's) increased gross revenues or
   increased total assets due to nonattributable equity investments, debt
   financing, revenue from operations or other investments, business
   development or expanded service shall not be considered to result in
   the licensee losing eligibility for installment payments.

   (3) If a licensee seeks to make any change in ownership that would
   result in the licensee qualifying for a less favorable installment plan
   under this section, the licensee shall seek Commission approval and
   must adjust its payment plan to reflect its new eligibility status. A
   licensee may not switch its payment plan to a more favorable plan.

   (b) Unjust enrichment payment: bidding credits.

   (b) Unjust enrichment payment: bidding credits. (1) A licensee that
   utilizes a bidding credit, and that during the initial term seeks to
   assign or transfer control of a license to an entity that does not meet
   the eligibility criteria for a bidding credit, will be required to
   reimburse the U.S. Government for the amount of the bidding credit,
   plus interest based on the rate for ten year U.S. Treasury obligations
   applicable on the date the license was granted, as a condition of
   Commission approval of the assignment or transfer. If, within the
   initial term of the license, a licensee that utilizes a bidding credit
   seeks to assign or transfer control of a license to an entity that is
   eligible for a lower bidding credit, the difference between the bidding
   credit obtained by the assigning party and the bidding credit for which
   the acquiring party would qualify, plus interest based on the rate for
   ten year U.S. Treasury obligations applicable on the date the license
   is granted, must be paid to the U.S. Government as a condition of
   Commission approval of the assignment or transfer. If, within the
   initial term of the license, a licensee that utilizes a bidding credit
   seeks to make any ownership change that would result in the licensee
   losing eligibility for a bidding credit (or qualifying for a lower
   bidding credit), the amount of the bidding credit (or the difference
   between the bidding credit originally obtained and the bidding credit
   for which the licensee would qualify after restructuring), plus
   interest based on the rate for ten year U.S. Treasury obligations
   applicable on the date the license is granted, must be paid to the U.S.
   Government as a condition of Commission approval of the assignment or
   transfer or of a reportable eligibility event (see § 1.2114).

   (2) Payment schedule. (i) The amount of payments made pursuant to
   paragraph (d)(1) of this section will be reduced over time as follows:

   (A) A transfer in the first two years of the license term will result
   in a forfeiture of 100 percent of the value of the bidding credit (or
   in the case of very small businesses transferring to small businesses,
   100 percent of the difference between the bidding credit received by
   the former and the bidding credit for which the latter is eligible);

   (B) A transfer in year 3 of the license term will result in a
   forfeiture of 75 percent of the value of the bidding credit;

   (C) A transfer in year 4 of the license term will result in a
   forfeiture of 50 percent of the value of the bidding credit;

   (D) A transfer in year 5 of the license term will result in a
   forfeiture of 25 percent of the value of the bidding credit; and

   (E) For a transfer in year 6 or thereafter, there will be no payment.

   (ii) These payments will have to be paid to the United States Treasury
   as a condition of approval of the assignment, transfer, ownership
   change or reportable eligibility event (see § 1.2114).

   (c) Unjust enrichment: partitioning and disaggregation—(1) Installment
   payments. Licensees making installment payments, that partition their
   licenses or disaggregate their spectrum to entities not meeting the
   eligibility standards for installment payments, will be subject to the
   provisions concerning unjust enrichment as set forth in this section.

   (2) Bidding credits. Licensees that received a bidding credit that
   partition their licenses or disaggregate their spectrum to entities not
   meeting the eligibility standards for such a bidding credit, will be
   subject to the provisions concerning unjust enrichment as set forth in
   this section.

   (3) Apportioning unjust enrichment payments. Unjust enrichment payments
   for partitioned license areas shall be calculated based upon the ratio
   of the population of the partitioned license area to the overall
   population of the license area and by utilizing the most recent census
   data. Unjust enrichment payments for disaggregated spectrum shall be
   calculated based upon the ratio of the amount of spectrum disaggregated
   to the amount of spectrum held by the licensee.

   [ 59 FR 44293 , Aug. 26, 1994, as amended at  63 FR 2346 , Jan. 15, 1998;
    63 FR 68942 , Dec. 14, 1998;  71 FR 26252 , May 4, 2006;  71 FR 34278 , June
   14, 2006;  77 FR 16471 , Mar. 21, 2012;  80 FR 56814 , Sept. 18, 2015]

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