§ 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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