§  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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