Transactions, Mergers & Acquisitions

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Many regulatory bodies throughout the U.S., including the Federal Communications Commission (FCC), do not allow certain types of telecommunications service providers to sell, transfer or merge licenses, authorizations or assets without prior agency approval.  Regulators also require carriers to provide customers notice and broadcasters to inform their audiences of impending transactions.  Even internal corporate reorganizations often give rise to pro forma transfer of control requirements at the FCC and numerous State Public Utility Commissions (PUCs).

There are typically three types of transactions in the communications sector which give rise to regulatory considerations. These are:

  • Transfers of Control,
  • Sales or Transfers of Assets, and
  • Assignments of Authorizations

A transfer of control involves a change in ownership of the licensee, but the name of the licensed entity does not change. Asset sales usually entail the transfer of assets from one regulated entity to another, and an assignment involves moving the license from one entity to another.

Failure to seek regulatory authorizations can result in a multitude of avoidable adverse consequences, including enforcement actions, forfeitures, negotiated settlements and even forced customer refunds for periods of non-compliant operations.

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