State of California	Public Utilities Commission
	San Francisco
M E M O R A N D U M

Date : May 24, 2011

To : The Commission

(Meeting of May 26, 2011)

From : John M. Leutza, Director, Communications Division

Subject : AT&T's Information-Only Letter to the Director of

Communications Division regarding AT&T and

T-Mobile Merger

INTRODUCTION: Staff is requesting direction from the Commission regarding possible action(s) to take pursuant to Decision 95-10-032, Ordering Paragraph 3, in response to AT&T's May 3, 2011 information-only letter to the Director of the Communications Divisions regarding the proposed merger of AT&T and T-Mobile. (May 3, 2011 information-only filing to the Director of the Communications Division regarding Revised Notice by AT&T of Proposed Commercial Radio Service Transfer, designated for tracking purposes only as Advice Letter 160.)

BACKGROUND: In D.95-10-032, the Commission determined that it would generally forbear from requiring wireless providers to obtain pre-approval of transactions under Articles 5 and 6 of the Public Utilities Code. However, in certain circumstances, carriers were required to give 30 days advance notice for transactions. D.95-10-032 further states that a wireless provider shall not require any preapproval to consummate the transaction "unless the CMRS provider is notified within the . . . 30 day period by the Commission or its staff that further information is needed or that a formal application is required." (D.95-10-032 at p. 31, Ordering Paragraph 3.)

AT&T LETTER: Here, AT&T sent the requisite 30 days notice on May 3, 2011. This notice is designated as an informational filing under Rule 6.1 of General Order 96-B. After receiving this notice, the staff of the Communications Division has sent a number of data requests to AT&T regarding the merger.

It should be noted, that while AT&T's letter is not considered an advice letter, Sprint submitted a protest to AT&T's filing, dated May 19, 2011, asking the Commission to conduct a review of the proposed merger. Pursuant to Rule 6.2 of General Order 96-B, since information-only filings do not seek relief, they are not subject to protest, as provided for applications and advice letters.

OPTIONS: The Commission has at least three possible options to consider.

(1) Direct the staff to notify AT&T that it must file an application on the ground that it is in the public interest for the Commission to review this merger by application.

(2) Direct the staff to notify AT&T that no application is needed.

(3) Direct the staff to notify AT&T that the Commission considers its recent data requests for information on the merger as tolling (stopping) the 30-day time period until further notice. This means that the transaction would not be deemed pre-approved after the 30-day time period has ended.