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Federal Communications Commission
Washington, D.C. 20554
In the Matter of )
FRN No. 0005193701
AT&T INC. )
File No. EB-08-IH-1273
Parent Company of Licensees of Various )
Authorizations in the Cellular NAL Acct. No.
Radiotelephone and Other Wireless ) 200932080021
1. The Enforcement Bureau of the Federal Communications Commission and
AT&T Inc., by their authorized representatives, hereby enter into this
Consent Decree for the purpose of terminating the Enforcement Bureau's
investigation of AT&T Inc.'s compliance with the terms and conditions
contained in Applications of AT&T Inc. and Dobson Communications
Corporation for Consent to Transfer Control of Licenses and
Authorizations, Memorandum Opinion and Order, 22 FCC Rcd 20295 (2007).
2. For purposes of this Consent Decree, the following definitions shall
a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C.
S: 151 et seq.
b. "Adopting Order" means an order of the Bureau adopting this
c. "AT&T" means AT&T Inc. and includes all affiliates and
d. "AT&T-Dobson Merger Order" means Applications of AT&T Inc. and
Dobson Communications Corporation for Consent to Transfer Control
of Licenses and Authorizations, Memorandum Opinion and Order, 22
FCC Rcd 20295 (2007).
e. "Bureau" means the FCC's Enforcement Bureau.
f. "Civil Payment" means the amount of money that AT&T has paid or
will pay to the United States to terminate DOJ's investigation of
AT&T's compliance with the DOJ Stipulation and DOJ Final
g. "Commission" or "FCC" means the Federal Communications
h. "Dobson" means Dobson Communications Corporation and includes all
affiliates and subsidiaries thereof.
i. "DOJ" means the United States Department of Justice.
j. "DOJ Stipulation" means United States of America v. AT&T Inc. and
Dobson Communications Corporation, Preservation of Assets
Stipulation and Order, Case No. 1:07-cv-01952-ESH (entered
November 2, 2007).
k. "DOJ Final Judgment" means United States of America v. AT&T Inc.
and Dobson Communications Corporation, Final Judgment, Case No.
1:07-cv-01952-ESH (entered March 20, 2008).
l. "DOJ Proposed Final Judgment" means United States of America v.
AT&T Inc. and Dobson Communications Corporation, Proposed Final
Judgment, Case No. 1:07-cv-01952-ESH (filed Oct. 30, 2007),
containing the settlement arrangement entered into by AT&T,
Dobson, and DOJ to address competitive concerns raised by DOJ
regarding the merger of AT&T and Dobson.
m. "Effective Date" means the date on which the Bureau releases the
n. "Investigation" means the Bureau's investigation of AT&T's
compliance with the terms and conditions of the AT&T-Dobson
o. "Parties" means the Bureau and AT&T.
p. "Voluntary Contribution" means the amount of money that AT&T has
paid or will pay to the United States Treasury to terminate the
3. AT&T is a communications holding company incorporated in the State of
Delaware and has its principal offices in Dallas, Texas. AT&T
represents that it provides, among other things, wireless service to
74.9 million customers. It holds spectrum licenses in all fifty
states, the District of Columbia, Puerto Rico, and the United States
4. On July 13, 2007, AT&T and Dobson filed applications seeking consent
to the transfer of control of licenses held by subsidiaries of Dobson
to AT&T. The Antitrust Division of DOJ reviewed the proposed merger of
AT&T and Dobson and concluded that the transaction was likely to
result in competitive harm in three geographic markets: Kentucky
RSA-6, Madison (CMA448), Kentucky RSA-8, Mason (CMA450), and Oklahoma
RSA-5, Roger Mills (CMA600). AT&T and Dobson subsequently entered into
a settlement with DOJ designed to address DOJ's concerns.
Specifically, under the terms of the settlement, AT&T and Dobson
agreed to divest certain cellular licenses and related operational and
network assets (including certain employees, retail sites, and
subscribers) in the three markets ("DOJ Divestiture Assets").
5. The Commission also conducted an analysis of the proposed merger. On
November 19, 2007, the Commission also concluded that the merger would
likely cause significant competitive harm in the same three markets
about which DOJ had expressed concern, plus one additional market:
Texas RSA-10, Navarro (CMA661). Accordingly, the Commission
conditioned its approval of the AT&T-Dobson merger on divestiture of
the DOJ Divestiture Assets and all spectrum associated therewith in
the three markets plus the same categories of assets in the fourth
market (collectively, "Divestiture Assets").
6. To accomplish the divestiture, the Commission required a Management
Trustee to be appointed to serve as manager of the Divestiture Assets
until these assets were sold to third party purchasers. During the
period in which the Management Trustee was in day-to-day control of
the Divestiture Assets, AT&T was to retain de jure control and have
the sole power to market and dispose of the Divestiture Assets to
third party buyers, subject to the Commission's regulatory powers and
process with respect to license transfers and assignments and the
terms of the agreements contained in the DOJ Stipulation and DOJ
Proposed Final Judgment.
7. The AT&T-Dobson Merger Order required that AT&T and the Management
Trustee abide by the same provisions relating to the duties of the
Management Trustee and the preservation of the Divestiture Assets as
those contained in the DOJ Stipulation. Pursuant to the DOJ
Stipulation, the DOJ Divestiture Assets were to be operated as part of
"an independent, ongoing, economically viable and competitive
business." Specifically, the DOJ Stipulation required AT&T and the
Management Trustee to take all reasonable efforts to preserve the
confidentiality of any information necessary for the operation of the
DOJ Divestiture Assets including books, records and other
competitively sensitive marketing and pricing information.
Additionally, the DOJ Stipulation prohibited AT&T's employees, except
under specific circumstances, from receiving or having access to or
using any confidential information pertaining to the DOJ Divestiture
Assets. Since the DOJ Stipulation imposed certain requirements and
prohibitions on AT&T, and the AT&T-Dobson Merger Order specifically
incorporated the terms and conditions contained in the DOJ
Stipulation, it necessarily follows that any violation of the DOJ
Stipulation would constitute a breach of the AT&T-Dobson Merger Order
as it pertains to the Divestiture Assets.
8. In March 2008, DOJ and the FCC received information indicating that
AT&T employees may have, among other things, accessed and used
confidential and competitively-sensitive sales files, in violation of
the DOJ Stipulation and, hence, the AT&T-Dobson Merger Order. The FCC
immediately commenced the Investigation in cooperation with DOJ.
9. DOJ and AT&T have entered into a settlement ("DOJ Settlement") to
terminate DOJ's investigation of AT&T's compliance with the DOJ
Stipulation and the DOJ Final Judgment. Pursuant to the DOJ
Settlement, without any admission or determination of wrongdoing by
AT&T and without any findings or adjudication with respect to any
issue of fact or law, AT&T will make a Civil Payment in the total
amount of $2,050,000. The DOJ Settlement has been approved by the
United States District Court for the District of Columbia.
10. In order to terminate the Bureau's Investigation, the Parties hereby
enter into this Consent Decree, in consideration of the mutual
commitments made herein.
II. TERMS OF AGREEMENT
11. Adopting Order. The Parties agree that the provisions of this Consent
Decree shall be subject to final approval by the Bureau by
incorporation of such provisions by reference in the Adopting Order.
AT&T's decision to enter into this Consent Decree is expressly
contingent upon the Bureau's issuance of an Adopting Order that is
consistent with this Consent Decree, and which adopts the Consent
Decree without change, addition, modification or deletion.
12. Jurisdiction. AT&T agrees that the Bureau has jurisdiction over it and
the matters contained in this Consent Decree and has the authority to
enter into and adopt this Consent Decree.
13. Effective Date; Violations. The Parties agree that this Consent Decree
shall become effective on the date on which the Bureau releases the
Adopting Order. Upon release, the Adopting Order and this Consent
Decree shall have the same force and effect as any other final order
of the Commission. Any violation of the Adopting Order or of the terms
of this Consent Decree shall constitute a separate violation of a
Commission order, entitling the Commission, or the Bureau pursuant to
delegated authority, to exercise any rights and remedies attendant to
the enforcement of a Commission order.
14. Termination of Investigation. In express reliance on the covenants and
representations in this Consent Decree and to avoid further
expenditure of public resources, the Bureau agrees to terminate the
Investigation. In consideration for the termination of said
Investigation, AT&T agrees to the terms, conditions, and procedures
contained herein. The Bureau further agrees that, in the absence of
new material evidence, it will not use the facts developed in this
Investigation through the Effective Date of the Consent Decree, or the
existence of the Consent Decree, to institute, on its own motion, or
to recommend to the Commission any new proceeding, formal or informal,
or take any action on its own motion against AT&T concerning the
matters that were the subject of the Investigation. The Bureau also
agrees that it will not use the facts developed in this Investigation
through the Effective Date of this Consent Decree, or the existence of
this Consent Decree, to institute, on its own motion or in response to
a third-party objection, any proceeding, formal or informal, or take
any action, on its own motion or in response to a third-party
objection, against AT&T with respect to AT&T's qualifications,
including its character qualifications, to be a Commission licensee or
authorized common carrier or hold Commission authorizations.
15. Section 208 Complaints; Subsequent Investigations. Nothing in this
Consent Decree shall prevent the Commission or its delegated authority
from adjudicating complaints filed pursuant to Section 208 of the Act
against AT&T for alleged violations of the Act, or for any other type
of alleged misconduct, regardless of when such misconduct took place.
The adjudication of any such complaint will be based solely on the
record developed in that proceeding, and neither the Commission nor
the Bureau shall use any facts developed through the Investigation in
any such proceeding. Except as expressly provided in this Consent
Decree, this Consent Decree shall not prevent the Commission from
investigating new evidence of noncompliance by AT&T of the Act, the
Commission's rules, or the Adopting Order.
16. Voluntary Contribution. AT&T agrees to make, within 30 calendar days
of the Effective Date, a Voluntary Contribution to the United States
Treasury in the total amount of $2,380,000 to resolve the Commission's
Investigation. If AT&T has, prior thereto, paid in full the Civil
Payment pursuant to the DOJ Settlement, then the amount of AT&T's
payment of the Voluntary Contribution shall be reduced by the amount
of the Civil Payment. The Voluntary Contribution shall be made by
check or similar instrument, payable to the order of the Federal
Communications Commission. The payment shall include the Account
Number and FRN Number referenced in the caption to the Adopting Order.
Payment by check or money order shall be mailed to Federal
Communications Commission, P.O. Box 979088, St. Louis, MO 63197-9000.
Payment by overnight mail shall be sent to U.S. Bank - Government
Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO
63101. Payment by wire transfer shall be made to ABA Number 021030004,
receiving bank Federal Reserve Bank of New York, and account number
27000001. AT&T shall also send electronic notification to
Hillary.DeNigro@fcc.gov and Gary.Schonman@fcc.gov on the date said
payment is made.
17. Waivers. AT&T waives any and all rights it may have to seek
administrative or judicial reconsideration, review, appeal or stay, or
to otherwise challenge or contest the validity of this Consent Decree
and the Adopting Order, provided the Bureau issues an Order adopting
the Consent Decree without change, addition, modification, or
deletion. AT&T shall retain the right to challenge Commission
interpretation of the Consent Decree or any terms contained herein. If
either Party (or the United States on behalf of the Commission) brings
a judicial action to enforce the terms of the Consent Decree or the
Adopting Order, neither AT&T nor the Commission shall contest the
validity of the Consent Decree or the Adopting Order, and AT&T and the
Commission shall waive any statutory right to a trial de novo with
respect to the issuance of the Adopting Order and shall consent to a
judgment incorporating the terms of this Consent Decree. AT&T hereby
agrees to waive any claims it may otherwise have under the Equal
Access to Justice Act, 5 U.S.C. S: 504 and 47 C.F.R. S: 1.1501 et
seq., relating to the matters addressed in this Consent Decree.
18. Subsequent Rule or Order. The Parties agree that if any provision of
this Consent Decree conflicts with any subsequent rule or order
adopted by the Commission (except an order specifically intended to
revise the terms of this Consent Decree to which AT&T does not
expressly consent), that provision shall be superseded by such
Commission rule or order.
19. Invalidity. The Parties agree that in the event that this Consent
Decree is rendered invalid in any court of competent jurisdiction, it
shall become null and void and may not be used in any manner in any
20. Successors and Assigns. AT&T agrees that the terms and conditions of
this Consent Decree shall be binding on its successors and assigns.
21. Final Settlement. The Parties agree and acknowledge that this Consent
Decree shall constitute a final settlement between the Parties. The
Parties further agree that this Consent Decree does not constitute
either an adjudication on the merits or a factual or legal finding or
determination regarding any compliance or noncompliance with the
requirements of the Act or the Commission's rules and orders. The
Parties agree that this Consent Decree is for settlement purposes only
and that by agreeing to this Consent Decree, AT&T does not admit or
deny noncompliance, violation or liability for violating the Act, the
Commission's rules or orders in connection with the matters that are
the subject of this Consent Decree.
22. Modifications. This Consent Decree cannot be modified without the
advance written consent of both Parties.
23. Paragraph Headings. The headings of the Paragraphs in this Consent
Decree are inserted for convenience only and are not intended to
affect the meaning or interpretation of this Consent Decree.
24. Authorized Representative. Each party represents and warrants to the
other that it has full power and authority to enter into this Consent
25. Counterparts. This Consent Decree may be signed in any number of
counterparts (including by facsimile), each of which, when executed
and delivered, shall be an original, and all of which counterparts
together shall constitute one and the same fully executed instrument.
FEDERAL COMMUNICATIONS COMMISSION
By: ____________________________________ Date: ______________________
Kris Anne Monteith, Chief
By: ___________________________________ Date: ______________________
General Attorney & Associate General Counsel
See AT&T, Corporate Profile,
http://www.att.com/gen/investor-relations?pid=5711 (last visited Jan. 7,
For a complete list of applications, see AT&T Inc. and Dobson
Communications Corporation Seek FCC Consent to Transfer Control of
Licenses and Authorizations Pleading Cycle Established, Public Notice, 22
FCC Rcd 13659 (WTB 2007).
See United States of America v. AT&T Inc. and Dobson Communications
Corporation, Complaint, Case No. 1:07-cv-01952-ESH (filed October 30,
2007); United States of America v. AT&T Inc. and Dobson Communications
Corporation, Preservation of Assets Stipulation and Order, Case
No.1:07-cv-01952-ESH (entered November 2, 2007) ("DOJ Stipulation");
United States of America v. AT&T Inc. and Dobson Communications
Corporation, Proposed Final Judgment, Case No.1:07-cv-01952-ESH (filed
October 30, 2007) ("DOJ Proposed Final Judgment"). The DOJ Proposed Final
Judgment subsequently was entered by the court on March 20, 2008.
Applications of AT&T Inc. and Dobson Communications Corporation for
Consent to Transfer Control of Licenses and Authorizations, Memorandum
Opinion and Order, 22 FCC Rcd 20295, 20322-24, P:P: 52-57 ("AT&T-Dobson
Id. at 20339, P:P: 96-97. Thus, the term "Divestiture Assets" as used
herein refers to and encompasses the assets in all four markets,
specifically including the DOJ Divestiture Assets, that the Commission
required AT&T to divest.
Id. at 20338-39, P: 95.
Id. at 20339, P: 97.
DOJ Stipulation at P: VI. B.
See DOJ Stipulation at P:P: V. E., VI. B.4.
See DOJ Stipulation at P:P: VI. J., IV. K.
See United States of America v. AT&T Inc. and Dobson Communications
Corporation, Stipulation for Entry of Order and Settlement Agreement, Case
No. 1:07-cv-01952-ESH (filed January 14, 2009).
United States of America v. AT&T Inc. and Dobson Communications
Corporation, Order on Petition by Plaintiff United States for an Order to
Show Cause Why Defendant AT&T Inc. Should Not Be Found in Civil Contempt,
Case No. 1:07-cv-01952-ESH (entered January 14, 2009).
Federal Communications Commission DA 09-26
Federal Communications Commission DA 04-3260