[Federal Register Volume 74, Number 211 (Tuesday, November 3, 2009)]
[Notices]
[Pages 56869-56881]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-26351]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States et al. V. AT&T Inc. et al.; Proposed Final Judgment 
and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, 
Stipulation and Competitive Impact Statement have been filed with the 
United States District Court for the District of Columbia in United 
States of America et al. v. AT&T et al., Civil Action No. 09-1932 
(HHK). On October 13, 2009, the United States filed a Complaint 
alleging that the proposed acquisition by AT&T of the mobile wireless 
telecommunications business assets of Centennial Communications Corp. 
would violate Section 7 of the Clayton Act, 15 U.S.C. 18. The proposed 
Final Judgment, filed the same time as the Complaint, requires the 
divestiture of mobile wireless telecommunications

[[Page 56870]]

services businesses for certain areas in the states of Louisiana and 
Mississippi.
    Copies of the Complaint, proposed Final Judgment and Competitive 
Impact Statement are available for inspection at the Department of 
Justice, Antitrust Division, Antitrust Documents Group, 450 Fifth 
Street, NW., Suite 1010, Washington, DC 20530 (telephone: 202-514-
2481), on the Department of Justice's Web site at: http://www.usdoj.gov/atr, and at the Office of the Clerk of the United States 
District Court for the District of Columbia. Copies of these materials 
may be obtained from the Antitrust Division upon request and payment of 
the copying fee set by Department of Justice regulations.
    Public comment is invited within 60 days of the date of this 
notice. Such comments, and responses thereto, will be published in the 
Federal Register and filed with the Court. Comments should be directed 
to Nancy Goodman, Chief, Telecommunications and Media Enforcement 
Section, Antitrust Division, Department of Justice, 450 Fifth Street, 
NW., Suite 7000, Washington, DC 20530, (telephone: 202-514-5621).

Patricia A. Brink,
Deputy Director of Operations.

In the United States District Court for the District of Columbia

    United States of America, Department of Justice, Antitrust 
Division, 450 5th Street, NW., Suite 7000, Washington, DC 20530; and 
State of Louisiana, Office of the Attorney General 1885 North Third 
Street Baton Rouge, Louisiana 70802; Plaintiffs, v. AT&T Inc., One 
AT&T Plaza, 208 South Akard Street, Dallas, Texas 75202; and 
Centennial Communications Corp., 3349 Route 138, Wall, New Jersey 
07719; Defendants.

Civil No. 1:09-cv-01932-JDB
Filed: October 13, 2009

Complaint

    The United States of America, acting under the direction of the 
Attorney General of the United States, and the State of Louisiana, 
by its Attorney General James D. ``Buddy'' Caldwell, bring this 
civil action to enjoin the merger of two telecommunications services 
providers, AT&T Inc. (``AT&T'') and Centennial Communications Corp. 
(``Centennial''), and to obtain equitable and other relief as 
appropriate. Plaintiffs allege as follows:

I. Nature of the Action

    1. AT&T entered into an agreement to acquire Centennial, dated 
November 7, 2008, under which the two companies would combine their 
telecommunications services businesses (``Transaction Agreement''). 
Plaintiffs seek to enjoin this transaction because it will 
substantially lessen competition in mobile wireless 
telecommunications services in the following eight geographic 
markets: the Lafayette LA MSA (CMA 174); Alexandria LA MSA (CMA 
205); LA RSA 3 (CMA 456); LA RSA 5 (CMA 458); LA RSA 6 (CMA 459); LA 
RSA 7 (CMA 460); MS RSA 8 (CMA 500); and MS RSA 9 (CMA 501).
    2. AT&T provides mobile wireless telecommunications services in 
50 states and serves in excess of 79.6 million subscribers. 
Centennial provides mobile wireless telecommunications services in 
six states, Puerto Rico, and the United States Virgin Islands, and 
serves approximately 1.1 million wireless customers. AT&T and 
Centennial are two of only a few providers of mobile wireless 
telecommunications services in the eight geographic markets in 
Louisiana and Mississippi identified above. Unless this acquisition 
is enjoined, consumers of mobile wireless telecommunications 
services residing in these areas likely will face increased prices, 
diminished quality or quantity of services, and less investment in 
network improvements for mobile wireless telecommunications 
services. Accordingly, AT&T's acquisition of Centennial would 
violate Section 7 of the Clayton Act, 15 U.S.C. 18.

II. Jurisdiction and Venue

    3. This Complaint is filed by the United States under Section 15 
of the Clayton Act, 15 U.S.C. 25, to prevent and restrain defendants 
from violating Section 7 of the Clayton Act, as amended, 15 U.S.C. 
18. Plaintiff Louisiana, by and through its Attorney General, brings 
this action in its respective sovereign capacity and as parens 
patriae on behalf of the citizens, general welfare, and economy of 
Louisiana under Section 16 of the Clayton Act, 15 U.S.C. 26, to 
prevent defendants from violating Section 7 of the Clayton Act, 15 
U.S.C. 18.
    4. AT&T and Centennial are engaged in interstate commerce and in 
activities substantially affecting interstate commerce. The Court 
has jurisdiction over this action pursuant to Sections 15 and 16 of 
the Clayton Act, 15 U.S.C. 25 and 26, and 28 U.S.C. 1331 and 1337.
    5. The defendants have consented to personal jurisdiction and 
venue in this judicial district.

III. The Defendants and the Transaction

    6. AT&T, with headquarters in Dallas, Texas, is a corporation 
organized and existing under the laws of the State of Delaware. AT&T 
is one of the world's largest providers of communications services. 
AT&T is the second largest mobile wireless telecommunications 
services provider in the United States as measured by subscribers, 
provides mobile wireless telecommunications services in 50 states, 
and serves in excess of 79 million wireless subscribers. In 2008, 
AT&T earned mobile wireless telecommunications services revenues in 
excess of $44 billion, and its total revenues were in excess of $124 
billion.
    7. Centennial, with headquarters in Wall, New Jersey, is a 
corporation organized and existing under the laws of the State of 
Delaware. Centennial is the eighth-largest mobile wireless 
telecommunications services provider in the United States as 
measured by subscribers, and provides mobile wireless 
telecommunications services in six states, Puerto Rico, and the 
United States Virgin Islands. In Puerto Rico, Centennial is also a 
competitive local exchange carrier, providing voice, data and 
connectivity solutions to residential, telecommunications carrier, 
and enterprise customers. For the fiscal year ending May 31, 2009, 
Centennial had approximately 1.1 million wireless subscribers and 
approximately 694,900 access line equivalents in Puerto Rico, and 
earned approximately $1 billion in revenues.
    8. Pursuant to the Transaction Agreement, AT&T will acquire 
Centennial for approximately $944 million. If this transaction is 
consummated, AT&T and Centennial combined would have approximately 
80 million wireless subscribers in the United States, with 
approximately $45 billion in mobile wireless telecommunications 
services revenues.

IV. Trade and Commerce

A. Nature of Trade and Commerce

    9. Mobile wireless telecommunications services allow customers 
to make and receive telephone calls and obtain data services using 
radio transmissions without being confined to a small area during 
the call or data session, and without the need for unobstructed 
line-of-sight to the radio tower. Mobility is highly valued by 
customers, as demonstrated by the more than 270 million people in 
the United States who own mobile wireless telephones. In 2008, 
revenues from the sale of mobile wireless telecommunications 
services in the United States were over $148 billion. To provide 
service, mobile wireless telecommunications services providers must 
deploy extensive networks of switches, radio transmitters, and 
receivers and interconnect their networks with the networks of 
wireline carriers and other mobile wireless telecommunications 
services providers.
    10. In the early to mid-1980s, the FCC issued two cellular 
licenses in the 800 MHz band for each Metropolitan Statistical Area 
(``MSA'') and Rural Service Area (``RSA'') (collectively, ``Cellular 
Market Areas'' or ``CMAs''), totaling 734 CMAs covering the entire 
United States. The first mobile wireless voice systems using this 
cellular spectrum were based on analog technology, now referred to 
as first-generation or ``1G'' technology.
    11. In 1995, the FCC licensed additional spectrum for the 
provision of Personal Communications Services (``PCS''), a category 
of services that includes mobile wireless telecommunications 
services comparable to those offered by cellular licensees. These 
licenses are in the 1,900 MHz band and are divided into six blocks 
which are divided among Major Trading Areas (``MTAs'') and Basic 
Trading Areas (``BTAs''). MTAs and BTAs do not generally correspond 
to MSAs and RSAs.
    12. With the introduction of the PCS licenses, both cellular and 
PCS licensees began offering digital services, thereby increasing 
network capacity, shrinking the size of handsets, and extending 
handset battery life. Although there are a number of providers 
holding spectrum licenses in each

[[Page 56871]]

area of the country, not all providers have fully built out their 
networks throughout each license area. In particular, because of the 
characteristics of PCS spectrum, providers holding this type of 
spectrum generally have found it less attractive to build out in 
rural areas.
    13. Today, more than 95 percent of the total U.S. population 
lives in counties where three or more mobile wireless 
telecommunications services operators offer service. Nearly all 
mobile wireless voice services have migrated from analog to digital-
based second-generation or ``2G'' technologies, using GSM (global 
standard for mobility) or CDMA (code division multiple access). More 
advanced technologies (``2.5G'' and ``3G'') have also been widely 
deployed for mobile wireless data services. Wireless carriers are in 
the process of evaluating, testing, and deploying even more advanced 
wireless data technologies, such as WiMAX and Long Term Evolution, 
which will offer higher data transmission rates.

B. Relevant Product Market

    14. Mobile wireless telecommunications services is a relevant 
product market. Mobile wireless telecommunications services include 
both voice and data services provided over a radio network and allow 
customers to maintain their telephone calls or data sessions without 
wires when traveling. There are no cost-effective alternatives to 
mobile wireless telecommunications services. Because fixed wireless 
services are not mobile, they are not regarded by consumers of 
mobile wireless telecommunications services to be a reasonable 
substitute for those services. It is unlikely that a sufficient 
number of customers would switch away from mobile wireless 
telecommunications services to make a small but significant price 
increase in those services unprofitable. Mobile wireless 
telecommunications services accordingly is a relevant product market 
under Section 7 of the Clayton Act, 15 U.S.C. 18.

C. Relevant Geographic Markets

    15. The United States comprises numerous local geographic 
markets for mobile wireless telecommunications services. A large 
majority of customers use mobile wireless telecommunications 
services in close proximity to their workplaces and homes. Thus, 
customers purchasing mobile wireless telecommunications services 
choose among mobile wireless telecommunications services providers 
that offer services where they live, work, and travel on a regular 
basis. The geographic areas in which the FCC has licensed mobile 
wireless telecommunications services providers often represent the 
core of the business and social spheres within which a group of 
customers has the same competitive choices for mobile wireless 
telephone services. The number of and identity of mobile wireless 
telecommunications services providers varies among geographic areas, 
as does the quality of services and breadth of geographic coverage 
offered by providers. Some mobile wireless telecommunications 
services providers can and do offer different promotions, discounts, 
calling plans, and equipment subsidies in different geographic 
areas, varying their prices by geographic area.
    16. The relevant geographic markets, under Section 7 of the 
Clayton Act, 15 U.S.C. 18, where the transaction would substantially 
lessen competition for mobile wireless telecommunications services 
are effectively represented by the following FCC spectrum licensing 
areas: Lafayette LA MSA (CMA 174); Alexandria LA MSA (CMA 205); LA 
RSA 3 (CMA 456); LA RSA 5 (CMA 458); LA RSA 6 (CMA 459); LA RSA 7 
(CMA 460); MS RSA 8 (CMA 500); and MS RSA 9 (CMA 501). It is 
unlikely that a sufficient number of customers would switch to 
mobile wireless telecommunications services providers who do not 
offer services in these geographic areas to make a small but 
significant price increase in the relevant geographic markets 
unprofitable.

D. Anticompetitive Effects

1. Mobile Wireless Telecommunications Services

    17. In seven of the eight cellular license areas described 
above, AT&T and Centennial are significant providers of mobile 
wireless telecommunications services (based on subscribers), and 
together their combined share in each area ranges from 51% to 89%. 
The eighth area, MS RSA 9, is rural. In MS RSA 9, AT&T and 
Centennial hold a large portion of the cellular licenses covering 
the CMA and have fairly extensive networks. Providers have found 
that cellular spectrum, given its characteristics, is more efficient 
in serving rural areas. Consequently, the holders of PCS licenses in 
MS RSA 9 have not fully constructed their networks throughout the 
CMA, opting instead to serve only a few areas where the population 
density is higher or there are major highways. The PCS spectrum 
holders are weak competitors and will remain so in the portions of 
MS RSA 9 where the merging parties will hold all the cellular 
spectrum post-merger. Thus, in each of the eight relevant geographic 
markets, AT&T and Centennial are the other's closest competitor for 
a significant set of customers.
    18. The relevant geographic markets for mobile wireless services 
are highly concentrated. As measured by the Herfindahl-Hirschman 
Index (``HHI''), which is commonly employed in merger analysis and 
is defined and explained in Appendix A to this Complaint, 
concentration in these geographic areas today ranges from over 2,900 
to more than 6,576, which is well above the 1,800 threshold at which 
plaintiffs consider a market to be highly concentrated. After AT&T's 
proposed acquisition of Centennial is consummated, the HHIs in the 
relevant geographic areas will range from over 4,500 to more than 
8,100, with increases in the HHI as a result of the merger ranging 
from over 200 to over 3,350, significantly beyond the thresholds at 
which plaintiffs consider a transaction likely to cause competitive 
harm.
    19. Competition between AT&T and Centennial in the relevant 
geographic markets has resulted in lower prices and higher quality 
in mobile wireless telecommunications services than otherwise would 
have existed in these geographic markets. In these areas, consumers 
consider AT&T and Centennial to be particularly attractive 
competitors because other providers' networks often lack coverage or 
provide lower-quality service. If the proposed acquisition is 
consummated, competition between AT&T and Centennial in mobile 
wireless telecommunications services will be eliminated in these 
markets and the relevant markets for mobile wireless 
telecommunications services will become substantially more 
concentrated. As a result, the loss of competition between AT&T and 
Centennial increases the merged firm's incentive and ability in the 
relevant geographic markets to increase prices, diminish the quality 
or quantity of services provided, and refrain from or delay making 
investments in network improvements.

2. Entry

    20. Entry by a new mobile wireless services provider in the 
relevant geographic markets would be difficult, time-consuming, and 
expensive, requiring spectrum licenses and the build out of a 
network. Therefore, any entry in response to a small but significant 
price increase for mobile wireless telecommunications services by 
the merged firm in the relevant geographic markets would not be 
timely, likely, or sufficient to thwart the competitive harm 
resulting from AT&T's proposed acquisition of Centennial, if it were 
consummated. Although the FCC recently auctioned more spectrum that 
can be used for mobile wireless telecommunications services, it is 
unlikely that networks will be constructed using this spectrum to 
support entry in the relevant geographic markets in the next two to 
three years due to the largely rural nature of the areas and build 
out costs.

V. Violation Alleged

    21. The effect of AT&T's proposed acquisition of Centennial, if 
it were to be consummated, may be substantially to lessen 
competition in interstate trade and commerce in the relevant 
geographic markets for mobile wireless telecommunications services 
in violation of Section 7 of the Clayton Act, 15 U.S.C. 18.
    22. Unless restrained, the transaction will likely have the 
following effects in mobile wireless telecommunications services in 
the relevant geographic markets, among others:
    a. Actual and potential competition between AT&T and Centennial 
will be eliminated;
    b. Competition in general will be lessened substantially;
    c. Prices are likely to increase;
    d. The quality and quantity of services are likely to decrease; 
and
    e. Incentives to improve wireless networks will be reduced.

VI. Requested Relief

    The plaintiffs request:
    23. That AT&T's proposed acquisition of Centennial be adjudged 
to violate Section 7 of the Clayton Act, 15 U.S.C. 18;
    24. That defendants be permanently enjoined from and restrained 
from carrying out the Agreement and Plan of Merger dated November 7, 
2008, or from entering into or carrying out any agreement, 
understanding, or plan, the effect of which would be to bring the 
telecommunications businesses of

[[Page 56872]]

Centennial under common ownership or control;
    25. That plaintiffs be awarded their costs of this action; and
    26. That plaintiffs have such other relief as the Court may deem 
just and proper.

Dated: October 13, 2009.
Respectfully submitted,
FOR PLAINTIFF UNITED STATES OF AMERICA

----------\s\----------
Christine A. Varney
Assistant Attorney General Antitrust Division

----------\s\----------
Molly S. Boast
Deputy Assistant Attorney General Antitrust Division

----------\s\----------
William F. Cavanaugh
Deputy Assistant Attorney General Antitrust Division

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Patricia A. Brink
Deputy Director of Operations Antitrust Division

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Nancy Goodman
Chief, Telecommunications & Media Enforcement Section Antitrust 
Division

----------\s\----------
Laury Bobbish
Assistant Chief, Telecommunications & Media Enforcement Section 
Antitrust Division

----------\s\----------
Hillary B. Burchuk (D.C. Bar No. 366755)
Lauren Fishbein (D.C. Bar No. 451889)
Lawrence Frankel (D.C. Bar No. 441532)
Peter Gray
Justin Hurwitz
Lorenzo McRae (D.C. Bar No. 473660)
Attorneys, Telecommunications & Media Enforcement Section Antitrust 
Division, U.S. Department of Justice Liberty Square Building, 450 
Fifth Street, NW., Suite 7000, Washington, DC 20530 Phone: (202) 
514-5621, Facsimile: (202) 514-6381

FOR PLAINTIFF STATE OF LOUISIANA
STATE OF LOUISIANA
JAMES D. ``BUDDY'' CALDWELL
Attorney General

----------\s\----------
Stacie Lambert deBlieux
Assistant Attorney General, Louisiana Department of Justice Public 
Protection Division, Antitrust, P.O. Box 94005, Baton Rouge, LA 
70804, Phone: (225) 326-6449, Facsimile: (225) 326-6498

Appendix A --Herfindahl-Hirschman Index

    ``HHI'' means the Herfindahl-Hirschman Index, a commonly 
accepted measure of market concentration. It is calculated by 
squaring the market share of each firm competing in the market and 
then summing the resulting numbers. For example, for a market 
consisting of four firms with shares of 30, 30, 20, and 20 percent, 
the HHI is 2,600 (30\2\ + 30\2\ + 20\2\ + 20\2\ = 2,600). (Note: 
Throughout the Complaint, market share percentages have been rounded 
to the nearest whole number, but HHIs have been estimated using 
unrounded percentages in order to accurately reflect the 
concentration of the various markets.) The HHI takes into account 
the relative size distribution of the firms in a market and 
approaches zero when a market consists of a large number of small 
firms. The HHI increases both as the number of firms in the market 
decreases and as the disparity in size between those firms 
increases.
    Markets in which the HHI is between 1,000 and 1,800 points are 
considered to be moderately concentrated, and those in which the HHI 
is in excess of 1,800 points are considered to be highly 
concentrated. See Horizontal Merger Guidelines ] 1.51 (revised Apr. 
8, 1997). Transactions that increase the HHI by more than 100 points 
in concentrated markets presumptively raise antitrust concerns under 
the guidelines issued by the U.S. Department of Justice and Federal 
Trade Commission. See id.

In the United States District Court for the District of Columbia

    United States of America, and State of Louisiana, Plaintiffs, v. 
AT&T Inc., and Centennial Communications Corp., Defendants. Filed: 
10/13/09 No. 09 1932

[Proposed] Final Judgment

    Whereas, plaintiffs, United States of America and State of 
Louisiana, filed their Complaint on October 13, 2009, plaintiffs and 
defendants, AT&T Inc. (``AT&T'') and Centennial Communications Corp. 
(``Centennial''), by their respective attorneys, have consented to 
the entry of this Final Judgment without trial or adjudication of 
any issue of fact or law, and without this Final Judgment 
constituting any evidence against or admission by any party 
regarding any issue of fact or law;
    And whereas, defendants agree to be bound by the provisions of 
this Final Judgment pending its approval by the Court;
    And whereas, the essence of this Final Judgment is the prompt 
and certain divestiture of certain rights or assets by defendants to 
assure that competition is not substantially lessened;
    And whereas, plaintiffs require defendants to make certain 
divestitures for the purpose of remedying the loss of competition 
alleged in the Complaint;
    And whereas, defendants have represented to plaintiffs that the 
divestitures required below can and will be made, and that 
defendants will later raise no claim of hardship or difficulty as 
grounds for asking the Court to modify any of the divestiture 
provisions contained below;
    Now therefore, before any testimony is taken, without trial or 
adjudication of any issue of fact or law, and upon consent of the 
parties, it is ordered, adjudged and decreed:

I. Jurisdiction

    This Court has jurisdiction over the subject matter of and each 
of the parties to this action. The Complaint states a claim upon 
which relief may be granted against defendants under Section 7 of 
the Clayton Act, as amended (15 U.S.C. 18).

II. Definitions

    As used in this Final Judgment:
    A. ``Acquirer'' or ``Acquirers'' means the entity or entities to 
whom defendants divest the Divestiture Assets.
    B. ``AT&T'' means AT&T Inc., a Delaware corporation, with 
headquarters in Dallas, Texas, its successors and assigns, and its 
subsidiaries, divisions, groups, affiliates, partnerships and joint 
ventures, and their directors, officers, managers, agents, and 
employees.
    C. ``Centennial'' means Centennial Communications Corp., a 
Delaware corporation, with its headquarters in Wall, New Jersey, its 
successors and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships and joint ventures, and their directors, 
officers, managers, agents, and employees.
    D. ``CMA'' means cellular market area which is used by the 
Federal Communications Commission (``FCC'') to define cellular 
license areas and which consists of Metropolitan Statistical Areas 
(``MSAs'') and Rural Service Areas (``RSAs'').
    E. ``Divestiture Assets'' means each mobile wireless 
telecommunications services business to be divested under this Final 
Judgment, including all types of assets, tangible and intangible, 
used by Centennial in the operation of its mobile wireless 
telecommunications services businesses in each of the following CMA 
license areas:
    1. Lafayette LA MSA (CMA 174);
    2. Alexandria LA MSA (CMA 205);
    3. LA RSA 3 (CMA 456);
    4. LA RSA 5 (CMA 458);
    5. LA RSA 6 (CMA 459);
    6. LA RSA 7 (CMA 460);
    7. MS RSA 8 (CMA 500); and
    8. MS RSA 9 (CMA 501).
    The term ``Divestiture Assets'' shall also include all types of 
assets, tangible and intangible, used by Centennial in the operation 
of its mobile wireless telecommunications services business in the 
Lake Charles MSA (CMA 197), if plaintiff United States in its sole 
discretion, after consultation with plaintiff State of Louisiana, 
determines that defendants must divest Centennial's mobile wireless 
telecommunications services businesses in the Lake Charles MSA (CMA 
197) to ensure a successful divestiture of the Divestiture Assets in 
the Lafayette LA MSA (CMA 174), LA RSA 5 (CMA 458), LA RSA 6 (CMA 
459), and LA RSA 7 (CMA 460). To ensure that the divested mobile 
wireless telecommunications services businesses remain viable, 
ongoing businesses, the term ``Divestiture Assets'' shall be 
construed broadly to accomplish the complete divestiture of the 
entire mobile wireless telecommunications services business of 
Centennial in each of the CMA license areas being divested.
    The Divestiture Assets shall include, without limitation, all 
types of real and personal property, monies and financial 
instruments, equipment, inventory, office furniture, fixed assets 
and furnishings, supplies and materials, contracts, agreements, 
leases, commitments, spectrum licenses issued by the FCC and all 
other licenses, permits and authorizations, operational support 
systems, cell sites, network infrastructure, switches, customer 
support and billing systems, interfaces with other service 
providers, business and customer records and information, customer 
contracts, customer lists, credit records,

[[Page 56873]]

accounts, and historic and current business plans that relate 
primarily to the mobile wireless telecommunications services 
businesses being divested, as well as any patents, licenses, sub-
licenses, trade secrets, know-how, drawings, blueprints, designs, 
technical and quality specifications and protocols, quality 
assurance and control procedures, manuals and other technical 
information defendants supply to their own employees, customers, 
suppliers, agents, or licensees, and trademarks, trade names and 
service marks or other intellectual property that relate primarily 
to the mobile wireless telecommunications services businesses being 
divested, including: (i) Any intellectual property created during 
the time period that the Divestiture Assets are operated by a 
Management Trustee or Divestiture Trustee; and (ii) all intellectual 
property rights under third-party licenses that are capable of being 
transferred to the Acquirer(s) either in their entirety, for assets 
described in (a) below, or through a license obtained through or 
from defendants, for assets described in (b) below. The Divestiture 
Assets shall also include 1) Multi-line Consumer Customer contracts 
if the account billing address is located within any of the CMAs 
where assets are required to be divested, and 2) Multi-line Business 
Customer contracts if the primary business address for that customer 
is located within any of the license areas where assets are required 
to be divested, and further, any subscriber who obtains mobile 
wireless telecommunications services through any Multi-line Business 
Customer contract retained by defendants and who is located within 
the license areas identified above, shall be given the option to 
terminate its relationship with defendants, without financial cost, 
at any time within one year of the closing of the Transaction. 
Defendants shall provide written notice to these Multi-line Business 
Customers within 45 days after the closing of the Transaction of the 
option to terminate.
    The divestiture of the Divestiture Assets shall be accomplished 
by:
    a. Transferring to the Acquirer(s) the complete ownership and/or 
other rights to the assets (other than those assets used 
substantially in the operations of defendants' overall mobile 
wireless telecommunications services business that must be retained 
to continue the existing operations of the wireless properties that 
defendants are not required to divest, and that either are not 
capable of being divided between the divested mobile wireless 
telecommunications services businesses and those not divested, or 
are assets that the defendants and the Acquirer(s) agree, subject to 
the approval of plaintiff United States, shall not be divided); and
    b. Granting to the Acquirer(s) an option to obtain a non-
exclusive, transferable license from defendants for a reasonable 
period, subject to the approval of plaintiff United States, and at 
the election of the Acquirer(s), to use any of defendants' retained 
assets under paragraph (a) above used in operating the mobile 
wireless telecommunications services businesses being divested, so 
as to enable the Acquirer(s) to continue to operate the divested 
mobile wireless telecommunications services businesses without 
impairment. Defendants shall identify in a schedule submitted to 
plaintiff United States and filed with the Court as expeditiously as 
possible following the filing of the Complaint, and in any event 
prior to any divestiture and before the approval by the Court of 
this Final Judgment, any and all intellectual property rights under 
third-party licenses that are used by the mobile wireless 
telecommunications services businesses being divested that 
defendants could not transfer to the Acquirer(s) entirely or by 
license without third-party consent, the specific reasons why such 
consent is necessary, and how such consent would be obtained for 
each asset.
    F. ``Multi-line Business Customer'' means a corporate or 
business customer that contracts with a defendant for the provision 
of mobile wireless telecommunications services to the corporate or 
business customers' employees or members over multiple devices.
    G. ``Multi-line Consumer Customer'' means a consumer that 
contracts with a defendant for the provision of mobile wireless 
telecommunications services to the consumer and the consumer's 
family or group members over multiple devices.
    H. ``Transaction'' means the Agreement and Plan of Merger among 
AT&T Inc., Independence Merger Sub Inc., and Centennial 
Communications Corp., dated November 7, 2008.

III. Applicability

    A. This Final Judgment applies to defendants AT&T and 
Centennial, as defined above, and all other persons in active 
concert or participation with any of them who receive actual notice 
of this Final Judgment by personal service or otherwise.
    B. If, prior to complying with Section IV and V of this Final 
Judgment, defendants sell or otherwise dispose of all or 
substantially all of their assets or of lesser business units that 
include the Divestiture Assets, they shall require the purchaser to 
be bound by the provisions of this Final Judgment. Defendants need 
not obtain such an agreement from the acquirer(s) of the assets 
divested pursuant to this Final Judgment.

IV. Divestitures

    A. Defendants are ordered and directed, within 120 days after 
consummation of the Transaction, or five calendar days after notice 
of the entry of this Final Judgment by the Court, whichever is 
later, to divest the Divestiture Assets in a manner consistent with 
this Final Judgment to an Acquirer or Acquirers acceptable to 
plaintiff United States in its sole discretion, after consultation 
with plaintiff State of Louisiana with respect to Divestiture Assets 
located in Louisiana, or, if applicable, to a Divestiture Trustee 
designated pursuant to Section V of this Final Judgment. Plaintiff 
United States, in its sole discretion, after consultation with 
plaintiff State of Louisiana with respect to Divestiture Assets 
located in Louisiana, may agree to one or more extensions of this 
time period not to exceed 60 calendar days in total, and shall 
notify the Court in such circumstances. With respect to divestiture 
of the Divestiture Assets by defendants or the Divestiture Trustee, 
if applications have been filed or are on file with the FCC within 
the period permitted for divestiture seeking approval to assign or 
transfer licenses to the Acquirer(s) of the Divestiture Assets, but 
an order or other dispositive action by the FCC on such applications 
has not been issued before the end of the period permitted for 
divestiture, the period shall be extended with respect to 
divestiture of those Divestiture Assets for which FCC approval has 
not been issued until five days after such approval is received. 
Defendants agree to use their best efforts to accomplish the 
divestitures set forth in this Final Judgment and to seek all 
necessary regulatory approvals as expeditiously as possible. This 
Final Judgment does not limit the FCC's exercise of its regulatory 
powers and process with respect to the Divestiture Assets. 
Authorization by the FCC to conduct the divestiture of a Divestiture 
Asset in a particular manner will not modify any of the requirements 
of this Final Judgment.
    B. In accomplishing the divestitures ordered by this Final 
Judgment, defendants shall promptly make known, if they have not 
already done so, by usual and customary means, the availability of 
the Divestiture Assets. Defendants shall inform any person making 
inquiry regarding a possible purchase of the Divestiture Assets that 
they are being divested pursuant to this Final Judgment and provide 
that person with a copy of this Final Judgment. Defendants shall 
offer to furnish to all prospective Acquirers, subject to customary 
confidentiality assurances, all information and documents relating 
to the Divestiture Assets customarily provided in a due diligence 
process except such information or documents subject to the 
attorney-client or work product privileges. Defendants shall make 
available such information to plaintiffs at the same time that such 
information is made available to any other person. Notwithstanding 
the provisions of this paragraph, with the consent of plaintiff 
United States in its sole discretion, after consultation with 
plaintiff State of Louisiana with respect to Divestiture Assets 
located in Louisiana, the defendants may enter into exclusive 
negotiations to sell all or any part of the Divestiture Assets and 
may limit their obligations under this paragraph to the provision of 
information to a single potential buyer for the duration of those 
negotiations.
    C. Defendants shall provide the Acquirer(s) and plaintiffs 
information relating to the personnel involved in the operation, 
development, and sale or license of the Divestiture Assets to enable 
the Acquirer(s) to make offers of employment. Defendants will not 
interfere with any negotiations by the Acquirer(s) to employ any 
defendant employee whose primary responsibility is the operation, 
development, or sale or license of the Divestiture Assets.
    D. Defendants shall permit prospective Acquirers of the 
Divestiture Assets to have reasonable access to personnel and to 
make inspections of the Divestiture Assets; access to any and all 
environmental, zoning, and other permit documents and information; 
and access to any and all financial,

[[Page 56874]]

operational, and other documents and information customarily 
provided as part of a due diligence process.
    E. Defendants shall warrant to the Acquirer(s) that (1) the 
Divestiture Assets will be operational on the date of sale, and (2) 
every wireless spectrum license that relates to the mobile wireless 
telecommunications services business being divested is in full force 
and effect on the date of sale.
    F. Defendants shall not take any action that will impede in any 
way the permitting, licensing, operation, or divestiture of the 
Divestiture Assets.
    G. Defendants shall warrant to the Acquirer(s) of the 
Divestiture Assets that there are no material defects in the 
environmental, zoning, licensing or other permits pertaining to the 
operation of each asset and that following the sale of the 
Divestiture Assets, defendants will not undertake, directly or 
indirectly, any challenges to the environmental, zoning, licensing 
or other permits relating to the operation of the Divestiture 
Assets.
    H. Unless plaintiff United States, in its sole discretion, after 
consultation with plaintiff State of Louisiana with respect to 
Divestiture Assets located in Louisiana, otherwise consents in 
writing, the divestitures pursuant to Section IV, or by a 
Divestiture Trustee appointed pursuant to Section V, of this Final 
Judgment, shall include the entire Divestiture Assets, and shall be 
accomplished in such a way as to satisfy plaintiff United States in 
its sole discretion that these assets can and will be used by the 
Acquirer(s) as part of a viable, ongoing business engaged in the 
provision of mobile wireless telecommunications services. The 
divestiture of the Divestiture Assets, whether pursuant to Section 
IV or Section V of this Final Judgment:
    1. Shall be made to an Acquirer or Acquirers that, in plaintiff 
United States' sole judgment, after consultation with plaintiff 
State of Louisiana with respect to Divestiture Assets located in 
Louisiana, has the intent and capability (including the necessary 
managerial, operational, technical, and financial capability) of 
competing effectively in the provision of mobile wireless 
telecommunications services; and
    2. Shall be accomplished so as to satisfy plaintiff United 
States in its sole discretion, after consultation with plaintiff 
State of Louisiana with respect to Divestiture Assets located in 
Louisiana, that none of the terms of any agreement between an 
Acquirer(s) and defendants shall give defendants the ability 
unreasonably to raise the Acquirer's costs, to lower the Acquirer's 
efficiency, or otherwise to interfere with the ability of the 
Acquirer to compete effectively.
    I. The Divestiture Assets listed in each numbered subsection 
below shall be divested together to a single Acquirer, provided that 
it is demonstrated to the sole satisfaction of plaintiff United 
States, after consultation with plaintiff State of Louisiana with 
respect to Divestiture Assets located in Louisiana, that the 
Divestiture Assets will remain viable and the divestiture of such 
assets will remedy the competitive harm alleged in the Complaint:
    1. Northern Louisiana
    a. Alexandria MSA (CMA 205);
    b. LA RSA 3 (CMA 456);
    2. Southern Louisiana
    a. Lafayette MSA (CMA 174);
    b. LA RSA 5 (CMA 458);
    c. LA RSA 6 (CMA 459);
    d. LA RSA 7 (CMA 460); and
    3. Mississippi
    a. MS RSA 8 (CMA 500);
    b. MS RSA 9 (CMA 501).
    Further, if defendants are required to divest Centennial's 
mobile wireless telecommunications services business in Lake Charles 
MSA (CMA 197) as part of the Divestiture Assets, these assets must 
be divested to the Acquirer of the Southern Louisiana Divestiture 
Assets as defined in the second numbered subsection above. In 
addition to the foregoing, nothing in this section shall be 
construed as limiting the ability of an Acquirer to purchase the 
assets in more than one numbered subsection, and defendants shall be 
required to consider bids from potential acquirers that are 
contingent on the acquisition of all of the assets in more than one 
of the numbered subsections. With the written approval of plaintiff 
United States, in its sole discretion, after consultation with 
plaintiff State of Louisiana with respect to Divestiture Assets 
located in Louisiana, defendants or the Divestiture Trustee may 
sell, to a single acquirer, fewer than all of the assets contained 
in the numbered subsections above, to facilitate prompt divestiture 
to an acceptable Acquirer(s).
    J. At the option of the Acquirer(s) of the Divestiture Assets, 
defendants shall enter into a contract for transition services 
customarily provided in connection with the sale of a business 
providing mobile wireless telecommunications services or 
intellectual property licensing sufficient to meet all or part of 
the needs of the Acquirer(s) for a period of up to one year. 
Plaintiff United States, in its sole discretion, may agree to one or 
more three- to six-month extensions of this one-year time period 
upon providing notice to the Court. The terms and conditions of any 
contractual arrangement meant to satisfy this provision must be 
reasonably related to market conditions.
    K. To the extent that the Divestiture Assets use intellectual 
property, as required to be identified by Section II.D, that cannot 
be transferred or assigned without the consent of the licensor or 
other third parties, defendants shall use their best efforts to 
obtain those consents.

V. Appointment of Divestiture Trustee

    A. If defendants have not divested the Divestiture Assets within 
the time period specified in Section IV.A, defendants shall notify 
plaintiff United States, and with respect to the Divestiture Assets 
in Louisiana plaintiff State of Louisiana, of that fact in writing, 
specifically identifying the Divestiture Assets that have not been 
divested. Upon application of plaintiff United States, and after 
consultation with plaintiff State of Louisiana with respect to 
Divestiture Assets located in Louisiana, the Court shall appoint a 
Divestiture Trustee selected by plaintiff United States and approved 
by the Court to effect the divestiture of the Divestiture Assets. 
The Divestiture Trustee will have all the rights and 
responsibilities of the Management Trustee who may be appointed 
pursuant to the Preservation of Assets Stipulation and Order, and 
will be responsible for:
    1. Accomplishing divestiture of all Divestiture Assets 
transferred to the Divestiture Trustee from defendants, in 
accordance with the terms of this Final Judgment, to an Acquirer(s) 
approved by plaintiff United States, in its sole discretion, after 
consultation with plaintiff State of Louisiana with respect to 
Divestiture Assets located in Louisiana, under Section IV.A of this 
Final Judgment; and
    2. Exercising the responsibilities of the licensee of any 
transferred Divestiture Assets, and controlling and operating any 
transferred Divestiture Assets, to ensure that the businesses remain 
ongoing, economically viable competitors in the provision of mobile 
wireless telecommunications services, until they are divested to an 
Acquirer(s), and the Divestiture Trustee shall agree to be bound by 
this Final Judgment.
    B. Defendants shall submit a proposed trust agreement (``Trust 
Agreement'') to plaintiff United States, which must be consistent 
with the terms of this Final Judgment and which must receive 
approval by plaintiff United States in its sole discretion, after 
consultation with plaintiff State of Louisiana with respect to 
Divestiture Assets located in Louisiana, who shall communicate to 
defendants within 10 business days its approval or disapproval of 
the proposed Trust Agreement, and which must be executed by the 
defendants and the Divestiture Trustee within five business days 
after approval by plaintiff United States.
    C. After obtaining any necessary approvals from the FCC for the 
assignment of the licenses of the Divestiture Assets to the 
Divestiture Trustee, defendants shall irrevocably divest the 
remaining Divestiture Assets to the Divestiture Trustee, who will 
own such assets (or own the stock of the entity owning such assets, 
if divestiture is to be effected by the creation of such an entity 
for sale to Acquirer) and control such assets, subject to the terms 
of the approved Trust Agreement.
    D. After the appointment of a Divestiture Trustee becomes 
effective, only the Divestiture Trustee shall have the right to sell 
the Divestiture Assets. The Divestiture Trustee shall have the power 
and authority to accomplish the divestiture to an Acquirer(s) 
acceptable to plaintiff United States, in its sole judgment, after 
consultation with plaintiff State of Louisiana with respect to 
Divestiture Assets located in Louisiana, at such price and on such 
terms as are then obtainable upon reasonable effort by the 
Divestiture Trustee, subject to the provisions of Sections IV, V, 
and VI of this Final Judgment, and shall have such other powers as 
this Court deems appropriate. Subject to Section V.G of this Final 
Judgment, the Divestiture Trustee may hire at the cost and expense 
of defendants the Management Trustee appointed pursuant to the 
Preservation of Assets Stipulation and Order and any investment 
bankers, attorneys or

[[Page 56875]]

other agents, who shall be solely accountable to the Divestiture 
Trustee, reasonably necessary in the Divestiture Trustee's judgment 
to assist in the divestiture.
    E. In addition, notwithstanding any provision to the contrary, 
plaintiff United States, in its sole discretion, after consultation 
with plaintiff State of Louisiana with respect to Divestiture Assets 
located in Louisiana, may (1) require defendants to include 
additional assets, and (2) with the written approval of plaintiff 
United States, allow defendants to substitute substantially similar 
assets, which substantially relate to the Divestiture Assets to be 
divested by the Divestiture Trustee.
    F. Defendants shall not object to a sale by the Divestiture 
Trustee on any ground other than the Divestiture Trustee's 
malfeasance. Any such objections by defendants must be conveyed in 
writing to plaintiff United States and the Divestiture Trustee 
within ten calendar days after the Divestiture Trustee has provided 
the notice required under Section VI.
    G. The Divestiture Trustee shall serve at the cost and expense 
of defendants, on such terms and conditions as plaintiff United 
States approves, and shall account for all monies derived from the 
sale of the assets sold by the Divestiture Trustee and all costs and 
expenses so incurred. After approval by the Court of the Divestiture 
Trustee's accounting, including fees for its services and those of 
any professionals and agents retained by the Divestiture Trustee, 
all remaining money shall be paid to defendants and the trust shall 
then be terminated. The compensation of the Divestiture Trustee and 
any professionals and agents retained by the Divestiture Trustee 
shall be reasonable in light of the value of the Divestiture Assets 
and based on a fee arrangement providing the Divestiture Trustee 
with an incentive based on the price and terms of the divestiture, 
and the speed with which it is accomplished, but timeliness is 
paramount.
    H. Defendants shall use their best efforts to assist the 
Divestiture Trustee in accomplishing the required divestitures, 
including their best efforts to effect all necessary regulatory 
approvals. The Divestiture Trustee and any consultants, accountants, 
attorneys, and other persons retained by the Divestiture Trustee 
shall have full and complete access to the personnel, books, 
records, and facilities of the businesses to be divested, and 
defendants shall develop financial and other information relevant to 
the assets to be divested as the Divestiture Trustee may reasonably 
request, subject to reasonable protection for trade secret or other 
confidential research, development, or commercial information. 
Defendants shall take no action to interfere with or to impede the 
Divestiture Trustee's accomplishment of the divestitures.
    I. After a Divestiture Trustee is appointed, the Divestiture 
Trustee shall file monthly reports with plaintiff United States, 
after consultation with plaintiff State of Louisiana with respect to 
Divestiture Assets located in Louisiana, and the Court setting forth 
the Divestiture Trustee's efforts to accomplish the divestitures 
ordered under this Final Judgment. To the extent such reports 
contain information that the Divestiture Trustee deems confidential, 
such reports shall not be filed in the public docket of the Court. 
Such reports shall include the name, address, and telephone number 
of each person who, during the preceding month, made an offer to 
acquire, expressed an interest in acquiring, entered into 
negotiations to acquire, or was contacted or made an inquiry about 
acquiring, any interest in the Divestiture Assets, and shall 
describe in detail each contact with any such person. The 
Divestiture Trustee shall maintain full records of all efforts made 
to divest the Divestiture Assets.
    J. If the Divestiture Trustee has not accomplished the 
divestitures ordered under the Final Judgment within six months 
after its appointment, the Divestiture Trustee shall promptly file 
with the Court a report setting forth (1) the Divestiture Trustee's 
efforts to accomplish the required divestitures, (2) the reasons, in 
the Divestiture Trustee's judgment, why the required divestitures 
have not been accomplished, and (3) the Divestiture Trustee's 
recommendations. To the extent such reports contain information that 
the Divestiture Trustee deems confidential, such reports shall not 
be filed in the public docket of the Court. The Divestiture Trustee 
shall at the same time furnish such report to plaintiff United 
States, after consultation with plaintiff State of Louisiana with 
respect to Divestiture Assets located in Louisiana, who shall have 
the right to make additional recommendations consistent with the 
purpose of the trust. The Court thereafter shall enter such orders 
as it shall deem appropriate to carry out the purpose of the Final 
Judgment, which may, if necessary, include extending the trust and 
the term of the Divestiture Trustee's appointment by a period 
requested by plaintiff United States, after consultation with 
plaintiff State of Louisiana with respect to Divestiture Assets 
located in Louisiana.
    K. After defendants transfer the Divestiture Assets to the 
Divestiture Trustee, and until those Divestiture Assets have been 
divested to an Acquirer or Acquirers approved by plaintiff United 
States pursuant to Sections IV.A and IV.H, the Divestiture Trustee 
shall have sole and complete authority to manage and operate the 
Divestiture Assets and to exercise the responsibilities of the 
licensee and shall not be subject to any control or direction by 
defendants. Defendants shall not use, or retain any economic 
interest in, the Divestiture Assets transferred to the Divestiture 
Trustee, apart from the right to receive the proceeds of the sale or 
other disposition of the Divestiture Assets.
    L. The Divestiture Trustee shall operate the Divestiture Assets 
consistent with the Preservation of Assets Stipulation and Order and 
this Final Judgment, with control over operations, marketing, and 
sales. Defendants shall not attempt to influence the business 
decisions of the Divestiture Trustee concerning the operation and 
management of the Divestiture Assets, and shall not communicate with 
the Divestiture Trustee concerning divestiture of the Divestiture 
Assets or take any action to influence, interfere with, or impede 
the Divestiture Trustee's accomplishment of the divestitures 
required by this Final Judgment, except that defendants may 
communicate with the Divestiture Trustee to the extent necessary for 
defendants to comply with this Final Judgment and to provide the 
Divestiture Trustee, if requested to do so, with whatever resources 
or cooperation may be required to complete divestiture of the 
Divestiture Assets and to carry out the requirements of the 
Preservation of Assets Stipulation and Order and this Final 
Judgment. Except as provided in this Final Judgment and the 
Preservation of Assets Stipulation and Order, in no event shall 
defendants provide to, or receive from, the Divestiture Trustee or 
the mobile wireless telecommunications services businesses any non-
public or competitively sensitive marketing, sales, pricing or other 
information relating to their respective telecommunications 
businesses.

VI. Notice of Proposed Divestitures

    A. Within the later of two (2) business days following (i) the 
execution of a definitive divestiture agreement, or (ii) the filing 
of the Complaint in this action, defendants or the Divestiture 
Trustee, whichever is then responsible for effecting the 
divestitures required herein, shall notify plaintiff United States, 
and with respect to the Divestiture Assets in Louisiana, defendants 
shall notify plaintiff State of Louisiana, in writing of any 
proposed divestiture required by Section IV or V of this Final 
Judgment. If the Divestiture Trustee is responsible, it shall 
similarly notify defendants. The notice shall set forth the details 
of the proposed divestiture and list the name, address, and 
telephone number of each person not previously identified who 
offered or expressed an interest in or desire to acquire any 
ownership interest in the Divestiture Assets, together with full 
details of the same.
    B. Within 15 calendar days of receipt of notice by plaintiff 
United States and plaintiff State of Louisiana if notice was given 
to plaintiff State of Louisiana, plaintiff United States and 
plaintiff State of Louisiana, if it received notice, may request 
from defendants, the proposed Acquirer, any other third party, or 
the Divestiture Trustee, if applicable, additional information 
concerning the proposed divestiture, the proposed Acquirer, and any 
other potential Acquirer. Defendants and the Divestiture Trustee 
shall furnish any additional information requested within 15 
calendar days of the receipt of the request, unless the parties 
shall otherwise agree.
    C. Within 30 calendar days after receipt of notice or within 20 
calendar days after plaintiff United States and plaintiff State of 
Louisiana, if it received notice, have been provided the additional 
information requested from defendants, the proposed Acquirer, any 
third party, and the Divestiture Trustee, whichever is later, 
plaintiff United States, after consultation with plaintiff State of 
Louisiana with respect to Divestiture Assets located in Louisiana, 
shall provide written notice to defendants and the Divestiture 
Trustee, if there is one, stating whether or not it objects to the 
proposed divestiture. If plaintiff United States provides written 
notice that it does not object, the divestiture may be consummated, 
subject

[[Page 56876]]

only to defendants' limited right to object to the sale under 
Section V.F of this Final Judgment. Absent written notice that 
plaintiff United States does not object to the proposed Acquirer or 
upon objection by plaintiff United States, a divestiture proposed 
under Section IV or Section V shall not be consummated. Upon 
objection by defendants under Section V.F, a divestiture proposed 
under Section V shall not be consummated unless approved by the 
Court.

VII. Financing

    Defendants shall not finance all or any part of any divestiture 
made pursuant to Section IV or V of this Final Judgment.

VIII. Preservation of Assets

    Until the divestitures required by this Final Judgment have been 
accomplished, defendants shall take all steps necessary to comply 
with the Preservation of Assets Stipulation and Order entered by 
this Court and cease use of the Divestiture Assets during the period 
that the Divestiture Assets are managed by the Management Trustee. 
Defendants shall take no action that would jeopardize the 
divestitures ordered by this Court.

IX. Affidavits

    A. Within 20 calendar days of the filing of the Complaint in 
this matter, and every 30 calendar days thereafter until the 
divestitures have been completed under Section IV or V, defendants 
shall deliver to plaintiffs an affidavit as to the fact and manner 
of its compliance with Section IV or V of this Final Judgment. Each 
such affidavit shall include the name, address, and telephone number 
of each person who during the preceding 30 calendar days, made an 
offer to acquire, expressed an interest in acquiring, entered into 
negotiations to acquire, or was contacted or made an inquiry about 
acquiring, any interest in the Divestiture Assets, and shall 
describe in detail each contact with any such person during that 
period. Each such affidavit also shall include a description of the 
efforts defendants have taken to solicit buyers for the Divestiture 
Assets, and to provide required information to prospective 
Acquirers, including the limitations, if any, on such information. 
Assuming the information set forth in the affidavit is true and 
complete, any objection by plaintiff United States, after 
consultation with plaintiff State of Louisiana with respect to 
Divestiture Assets located in Louisiana, to information provided by 
defendants, including limitation on information, shall be made 
within 14 calendar days of receipt of such affidavit.
    B. Within 20 calendar days of the filing of the Complaint in 
this matter, defendants shall deliver to plaintiffs an affidavit 
that describes in reasonable detail all actions defendants have 
taken and all steps defendants have implemented on an ongoing basis 
to comply with Section VIII of this Final Judgment. Defendants shall 
deliver to plaintiffs an affidavit describing any changes to the 
efforts and actions outlined in defendants' earlier affidavits filed 
pursuant to this section within 15 calendar days after the change is 
implemented.
    C. Defendants shall keep all records of all efforts made to 
preserve and divest the Divestiture Assets until one year after such 
divestitures have been completed.

X. Compliance Inspection

    A. For the purposes of determining or securing compliance with 
this Final Judgment or whether the Final Judgment should be modified 
or vacated, and subject to any legally recognized privilege, 
authorized representatives of the United States Department of 
Justice (including consultants and other persons retained by 
plaintiff United States) shall, upon written request of an 
authorized representative of the Assistant Attorney General in 
charge of the Antitrust Division, and on reasonable notice to 
defendants, be permitted:
    1. Access during defendants' office hours to inspect and copy, 
or at plaintiff United States's option, to require defendants to 
provide hard copy or electronic copies of, all books, ledgers, 
accounts, records, data and documents in the possession, custody, or 
control of defendants, relating to any matters contained in this 
Final Judgment; and
    2. To interview, either informally or on the record, defendants' 
officers, employees, or agents, who may have their individual 
counsel present, regarding such matters. The interviews shall be 
subject to the reasonable convenience of the interviewee and without 
restraint or interference by defendants.
    B. Upon the written request of an authorized representative of 
the Assistant Attorney General in charge of the Antitrust Division, 
defendants shall submit written reports or response to written 
interrogatories, under oath if requested, relating to any of the 
matters contained in this Final Judgment as may be requested.
    C. No information or documents obtained by the means provided in 
this section shall be divulged by plaintiff United States to any 
person other than an authorized representative of the executive 
branch of plaintiff United States, plaintiff State of Louisiana, or, 
pursuant to a customary protective order or waiver of 
confidentiality by defendants, the FCC, except in the course of 
legal proceedings to which plaintiff United States is a party 
(including grand jury proceedings), or for the purpose of securing 
compliance with this Final Judgment, or as otherwise required by 
law.
    D. If at the time information or documents are furnished by 
defendants to plaintiff United States, defendants represent and 
identify in writing the material in any such information or 
documents to which a claim of protection may be asserted under Rule 
26(c)(1)(G) of the Federal Rules of Civil Procedure, and defendants 
mark each pertinent page of such material, ``Subject to claim of 
protection under Rule 26(c)(1)(G) of the Federal Rules of Civil 
Procedure,'' then plaintiff United States shall give defendants ten 
calendar days notice prior to divulging such material in any legal 
proceeding (other than a grand jury proceeding).

XI. No Reacquisition

    Defendants may not reacquire or lease any part of the 
Divestiture Assets during the term of this Final Judgment.

XII. Retention of Jurisdiction

    This Court retains jurisdiction to enable any party to this 
Final Judgment to apply to this Court at any time for further orders 
and directions as may be necessary or appropriate to carry out or 
construe this Final Judgment, to modify any of its provisions, to 
enforce compliance, and to punish violations of its provisions.

XIII. Expiration of Final Judgment

    Unless this Court grants an extension, this Final Judgment shall 
expire ten years from the date of its entry.

XIV. Public Interest Determination

    Entry of this Final Judgment is in the public interest. The 
parties have complied with the requirements of the Antitrust 
Procedures and Penalties Act, 15 U.S.C. 16, including making copies 
available to the public of this Final Judgment, the Competitive 
Impact Statement, any comments thereon, and plaintiff United 
States's response to comments. Based upon the record before the 
Court, which includes the Competitive Impact Statement and any 
comments and response to comments filed with the Court, entry of 
this Final Judgment is in the public interest.

Date:------------------------------------------------------------------
Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16.
-----------------------------------------------------------------------
United States District Judge.

In the United States District Court for the District Of Columbia

    United States of America, and State of Louisiana, Plaintiff, v. 
AT&T Inc., and Centennial Communications Corp., Defendants. No. 
1:09-cv-01932 Assigned To: Filed: 10/13/2009.

Competitive Impact Statement

    Plaintiff United States of America (``United States''), pursuant 
to Section 2(b) of the Antitrust Procedures and Penalties Act 
(``APPA'' or ``Tunney Act''), 15 U.S.C. 16(b)-(h), files this 
Competitive Impact Statement relating to the proposed Final Judgment 
submitted for entry in this civil antitrust proceeding.

I. Nature and Purpose of the Proceeding

    Defendants entered into an Agreement and Plan of Merger dated 
November 7, 2008, pursuant to which AT&T Inc. (``AT&T'') will 
acquire Centennial Communications Corp. (``Centennial''). Plaintiffs 
United States and the State of Louisiana filed a civil antitrust 
Complaint on October 13, 2009, seeking to enjoin the proposed 
acquisition. The Complaint alleges that the effect of this 
acquisition would be to lessen competition substantially for mobile 
wireless telecommunications services in eight Cellular Market Areas 
(``CMAs'') in Louisiana and Mississippi, in violation of Section 7 
of the Clayton Act, 15 U.S.C. 18. This loss of competition likely 
would result in higher prices, lower quality service, and fewer 
choices of mobile wireless telecommunications services providers for 
consumers residing in these areas.

[[Page 56877]]

    At the same time the Complaint was filed, plaintiffs also filed 
a Preservation of Assets Stipulation and Order (``Stipulation'') and 
proposed Final Judgment, which are designed to eliminate the 
anticompetitive effects of the acquisition. Under the proposed Final 
Judgment, which is explained more fully below, defendants are 
required to divest mobile wireless telecommunications services 
businesses and related assets in the eight CMAs (the ``Divestiture 
Assets''). Under the terms of the Stipulation, defendants will take 
certain steps to ensure that, during the pendency of the ordered 
divestitures, the Divestiture Assets are preserved and operated as 
competitively independent, economically viable ongoing businesses 
without influence by defendants.
    Plaintiffs and defendants have stipulated that the proposed 
Final Judgment may be entered after compliance with the APPA. Entry 
of the proposed Final Judgment would terminate this action, except 
that the Court would retain jurisdiction to construe, modify, or 
enforce the provisions of the proposed Final Judgment and to punish 
violations thereof. Defendants also have stipulated that they will 
comply with the terms of the Stipulation and the proposed Final 
Judgment from the date of signing of the Stipulation, pending entry 
of the proposed Final Judgment by the Court and the required 
divestitures. Should the Court decline to enter the proposed Final 
Judgment, defendants also have committed to continue to abide by its 
requirements and those of the Stipulation until the expiration of 
time for appeal.

II. Description of the Events Giving Rise to the Alleged Violation

A. The Defendants and the Proposed Transaction

    AT&T, with headquarters in Dallas, Texas, is a corporation 
organized and existing under the laws of the State of Delaware. AT&T 
is one of the world's largest providers of communications services. 
AT&T is the second largest mobile wireless telecommunications 
services provider in the United States as measured by subscribers, 
provides mobile wireless telecommunications services in 50 states, 
and serves in excess of 79 million wireless subscribers. In 2008, 
AT&T earned mobile wireless telecommunications services revenues in 
excess of $44 billion, and its total revenues were in excess of $124 
billion.
    Centennial, with headquarters in Wall, New Jersey, is a 
corporation organized and existing under the laws of the State of 
Delaware. Centennial is the eighth-largest mobile wireless 
telecommunications services provider in the United States as 
measured by subscribers, and provides mobile wireless 
telecommunications services in six states, Puerto Rico, and the 
United States Virgin Islands. In Puerto Rico, Centennial is also a 
competitive local exchange provider. For the fiscal year ending May 
31, 2009, Centennial had approximately 1.1 million wireless 
subscribers and approximately 694,900 access line equivalents in 
Puerto Rico, and earned approximately $1 billion in total revenues, 
of which approximately 85% percent were generated by Centennial's 
wireless businesses.
    Pursuant to the Agreement and Plan of Merger, AT&T will acquire 
Centennial for approximately $944 million. If this transaction is 
consummated, AT&T and Centennial combined would have approximately 
80 million wireless subscribers in the United States, with 
approximately $45 billion in mobile wireless telecommunications 
services revenues. The proposed transaction, as initially agreed to 
by defendants, would lessen competition substantially for mobile 
wireless telecommunications services in six CMAs covering 
southwestern and central Louisiana and two CMAs in the southwestern 
corner of Mississippi. This acquisition is the subject of the 
Complaint and proposed Final Judgment filed by plaintiffs.

B. Mobile Wireless Telecommunications Services Industry

    Mobile wireless telecommunications services allow customers to 
make and receive telephone calls and obtain data services using 
radio transmissions without being confined to a small area during 
the call or data session, and without the need for unobstructed 
line-of-sight to the radio tower. Mobility is highly valued by 
customers more than 270 million people in the United States own 
mobile wireless telephones. In 2008, revenues from the sale of 
mobile wireless telecommunications services in the United States 
were over $148 billion. To provide service, mobile wireless 
telecommunications services providers must deploy extensive networks 
of switches, radio transmitters, and receivers and interconnect 
their networks with the networks of wireline carriers and other 
mobile wireless telecommunications services providers.
    In the early to mid-1980s, the FCC issued two cellular licenses 
in the 800 MHz band, for each Metropolitan Statistical Area 
(``MSA'') and Rural Service Area (``RSA'') (collectively, ``Cellular 
Market Areas'' or ``CMAs''), totaling 734 CMAs covering the entire 
United States. The first mobile wireless voice systems deployed 
using this cellular spectrum were based on analog technology, now 
referred to as first-generation or ``1G'' technology.
    In 1995, the FCC licensed additional spectrum for the provision 
of Personal Communications Services (``PCS''), a category of 
services that includes mobile wireless telecommunications services 
comparable to those offered by cellular licensees. These licenses 
are in the 1900 MHz band and are divided into six blocks which are 
divided among Major Trading Areas (``MTAs'') and Basic Trading Areas 
(``BTAs''). MTAs and BTAs do not generally correspond to MSAs and 
RSAs. With the introduction of the PCS licenses, both cellular and 
PCS licensees began offering digital services, thereby increasing 
network capacity, shrinking the size of handsets, and extending 
handset battery life. Although there are a number of providers 
holding spectrum licenses in each area of the country, not all 
providers have fully built out their networks throughout each 
license area. In particular, because of the characteristics of PCS 
spectrum, providers holding this type of spectrum generally have 
found it less attractive to build out in rural areas.(1)
    Today, more than 95 percent of the total U.S. population lives 
in counties where three or more mobile wireless telecommunications 
services operators offer service. Nearly all mobile wireless voice 
services have migrated from analog to digital-based second-
generation or ``2G'' technologies, using GSM (global standard for 
mobility) or CDMA (code division multiple access). More advanced 
technologies (``2.5G'' and ``3G'') have also been widely deployed 
supporting the provision of mobile wireless data services. Wireless 
carriers are in the process of evaluating, testing and deploying 
even more advanced wireless data technologies, such as WiMAX and 
Long Term Evolution, which will offer higher data transmission 
rates.

C. The Competitive Effects of the Transaction on Mobile Wireless 
Telecommunications Services

    Mobile wireless telecommunications services is a relevant 
product market. Mobile wireless telecommunications services include 
both voice and data services provided over a radio network and allow 
customers to maintain their telephone calls or data sessions without 
wires when traveling. There are no cost-effective alternatives to 
mobile wireless telecommunications services. Because fixed wireless 
services are not mobile, they are not regarded by consumers of 
mobile wireless telecommunications services to be a reasonable 
substitute for those services. It is unlikely that a sufficient 
number of customers would switch away from mobile wireless 
telecommunications services to make a small but significant price 
increase in those services unprofitable.
    The United States comprises numerous local geographic markets 
for mobile wireless telecommunications services.\(2)\ A large 
majority of customers use mobile wireless telecommunications 
services in close proximity to their workplaces and homes. Thus, 
customers purchasing mobile wireless telecommunications services 
choose among mobile wireless telecommunications services providers 
that offer services where they live, work, and travel on a regular 
basis. The geographic areas in which the FCC has licensed mobile 
wireless telecommunications services providers often represent the 
core of the business and social spheres within which a group of 
customers has the same competitive choices for mobile wireless 
telephone services. The number of and identity of mobile wireless 
telecommunications services providers varies among geographic areas, 
as does the quality of services and breadth of geographic coverage 
offered by providers. Some mobile wireless telecommunications 
services providers can and do offer different promotions, discounts, 
calling plans, and equipment subsidies in different geographic 
areas, varying their prices by geographic area.
    The relevant geographic markets, under Section 7 of the Clayton 
Act, 15 U.S.C. Sec.  18, where the transaction would substantially 
lessen competition for mobile wireless telecommunications services 
are effectively

[[Page 56878]]

represented by the following FCC spectrum licensing areas: Lafayette 
LA MSA (CMA 174); Alexandria LA MSA (CMA 205); LA RSA 3 (CMA 456); 
LA RSA 5 (CMA 458); LA RSA 6 (CMA 459); LA RSA 7 (CMA 460); MS RSA 8 
(CMA 500); and MS RSA 9 (CMA 501). It is unlikely that a sufficient 
number of customers would switch to mobile wireless 
telecommunications services providers that do not offer services in 
these geographic areas to make a small but significant price 
increase in the relevant geographic markets unprofitable.
    These geographic areas of concern for mobile wireless 
telecommunications services were identified through a fact-specific, 
market-by-market analysis that included consideration of, but was 
not limited to, the following factors: the number of mobile wireless 
telecommunications services providers and their competitive 
strengths and weaknesses; AT&T's and Centennial's market shares, 
along with those of the other providers; whether additional spectrum 
is, or is likely soon to be, available; whether any providers are 
limited by insufficient spectrum or other factors in their ability 
to add new customers; concentration in the market, and the breadth 
and depth of coverage by different providers in each area and in the 
surrounding area; each carrier's network coverage in relationship to 
the population density of the license area; each provider's retail 
presence; local wireless number portability data; and the likelihood 
that any provider would expand its existing coverage or that new 
providers would enter.
    In seven of the eight cellular license areas described above, 
AT&T and Centennial are significant providers of mobile wireless 
telecommunications services (based on subscribers), and together 
their combined share in each area ranges from 51% to 89%. In the 
eighth area, MS RSA 9, AT&T and Centennial hold a large portion of 
the cellular licenses covering the CMA and have fairly extensive 
networks. As is true of several of the other relevant geographic 
areas, MS RSA 9 is mostly rural. Providers have found that cellular 
spectrum, given its characteristics, is more efficient in serving 
rural areas. Consequently, the holders of PCS licenses in MS RSA 9 
have not fully constructed their networks throughout the CMA, opting 
instead to serve only a few areas where the population density is 
higher or there are major highways. The PCS spectrum holders are 
weak competitors and will remain so in the portions of MS RSA 9 
where the merging parties will hold all the cellular spectrum post-
merger. Thus, in each of the eight relevant geographic markets, AT&T 
and Centennial are the other's closest competitor for a significant 
set of customers.
    The relevant geographic markets for mobile wireless services are 
highly concentrated. As measured by the Herfindahl-Hirschman Index 
(``HHI''), which is commonly employed in merger analysis and is 
defined and explained in Appendix A to the Complaint, concentration 
in these geographic areas today ranges from over 2900 to more than 
6576, which is well above the 1800 threshold at which plaintiffs 
consider a market to be highly concentrated. After AT&T's proposed 
acquisition of Centennial is consummated, the HHIs in the relevant 
geographic areas will range from over 4500 to more than 8100, with 
increases in the HHI as a result of the merger ranging from over 200 
to over 3350, significantly beyond the thresholds at which 
plaintiffs consider a transaction likely to cause competitive harm.
    Competition between AT&T and Centennial in the relevant 
geographic markets has resulted in lower prices and higher quality 
in mobile wireless telecommunications services than otherwise would 
have existed in these geographic markets. In these areas, consumers 
consider AT&T and Centennial to be particularly attractive 
competitors because other providers' networks often lack coverage or 
provide lower-quality service. If the proposed acquisition is 
consummated, competition between AT&T and Centennial in mobile 
wireless telecommunications services will be eliminated in these 
markets and the relevant markets for mobile wireless 
telecommunications services will become substantially more 
concentrated. As a result, the loss of competition between AT&T and 
Centennial will increase the merged firm's incentive and ability in 
the relevant geographic markets to increase prices, diminish the 
quality or quantity of services provided, and refrain from or delay 
making investments in network improvements.
    Entry by a new mobile wireless services provider in the relevant 
geographic markets would be difficult, time-consuming, and 
expensive, requiring spectrum licenses and the build out of a 
network. Therefore, any entry in response to a small but significant 
price increase for mobile wireless telecommunications services by 
the merged firm in the relevant geographic markets would not be 
timely, likely, or sufficient to thwart the competitive harm 
resulting from AT&T's proposed acquisition of Centennial, if it were 
consummated. Although the FCC recently auctioned more spectrum that 
can be used for mobile wireless telecommunications services, it is 
unlikely that networks will be constructed using this spectrum to 
support entry in the relevant geographic markets in the next two to 
three years as providers will find it more attractive to deploy 
services initially in areas with larger populations and greater 
demand.
    For these reasons, plaintiffs concluded that AT&T's proposed 
acquisition of Centennial likely would substantially lessen 
competition, in violation of Section 7 of the Clayton Act, in the 
provision of mobile wireless telecommunications services in the 
relevant geographic areas alleged in the Complaint.

III. Explanation of the Proposed Final Judgment

    The divestiture requirements of the proposed Final Judgment will 
eliminate the anticompetitive effects of the acquisition in mobile 
wireless telecommunications services in the geographic areas of 
concern. The proposed Final Judgment requires defendants to divest 
the Divestiture Assets within 120 days after the consummation of the 
Transaction, or five days after notice of the entry of the Final 
Judgment by the Court, whichever is later. The Divestiture Assets 
are essentially the entire mobile wireless telecommunications 
services businesses of Centennial in the eight relevant geographic 
areas where AT&T and Centennial are among the most significant 
competitors for mobile wireless telecommunications services. These 
assets must be divested in such a way as to satisfy plaintiff United 
States in its sole discretion, after consultation with plaintiff 
State of Louisiana with respect to Divestiture Assets located in 
Louisiana, that the assets will be operated by the purchaser as a 
viable, ongoing business that can compete effectively in each 
relevant area. Defendants must take all reasonable steps necessary 
to accomplish the divestitures quickly and shall cooperate with 
prospective purchasers.
    If plaintiff United States in its sole discretion, after 
consultation with plaintiff State of Louisiana, determines that 
defendants must also divest Centennial's mobile wireless 
telecommunications services businesses in the Lake Charles MSA (CMA 
197) to ensure a successful divestiture of the Divestiture Assets in 
the Lafayette LA MSA (CMA 174), LA RSA 5 (CMA 458), LA RSA 6 (CMA 
459), and LA RSA 7 (CMA 460), defendants shall also divest all types 
of assets, tangible and intangible, used by Centennial in the 
operation of its mobile wireless telecommunications services 
business in the Lake Charles MSA (CMA 197).
    The proposed Final Judgment requires that a single purchaser 
acquire all of the Divestiture Assets in each of the following 
numbered subsections:
    1. Northern Louisiana
    a. Alexandria MSA (CMA 205);
    b. LA RSA 3 (CMA 456);
    2. Southern Louisiana
    a. Lafayette MSA (CMA 174);
    b. LA RSA 5 (CMA 458);
    c. LA RSA 6 (CMA 459);
    d. LA RSA 7 (CMA 460); and
    3. Mississippi
    a. MS RSA 8 (CMA 500);
    b. MS RSA 9 (CMA 501).
    Further, if defendants are required to divest Centennial's 
mobile wireless telecommunications services business in Lake Charles 
MSA (CMA 197) as part of the Divestiture Assets, these assets must 
be divested to the Acquirer of the Southern Louisiana Divestiture 
Assets as defined in the second numbered subsection above.
    The CMAs have been grouped to reflect the fact that carriers 
frequently are more competitive where they serve contiguous areas. 
Some customers often travel across FCC licensing areas, so the 
ability to serve a larger contiguous area can be an important 
feature for selling the product in each affected market. Moreover, 
there may be significant efficiencies associated with serving a 
broader geographic area. In deciding on the particular packages to 
require, plaintiff United States recognized that combining areas 
that share a significant community of interest provides greater 
assurance that the buyer will be an effective competitor. Plaintiff 
United States also recognized, however, that larger packages might 
discourage potential buyers who might otherwise have the strongest 
incentives to replace the lost competition in any one

[[Page 56879]]

particular area. The proposed Final Judgment strikes a balance 
between these potential issues by creating bundles that are 
geographically linked but allowing potential buyers to effectively 
suggest larger packages by bidding conditionally on multiple 
packages. The proposed Final Judgment also gives plaintiff United 
States in its sole discretion, after consultation with plaintiff 
State of Louisiana with respect to the Divestiture Assets in 
Louisiana, the flexibility to allow even smaller packages of assets 
as appropriate to ensure a successful divestiture.
    Additionally, Section IV.J of the proposed Final Judgment 
permits defendants to enter into a contract with the Acquirer(s) for 
transition services that are customarily provided in connection with 
the sale of a business providing mobile wireless telecommunications 
services or intellectual property licensing for a period of up to 
one year. Transition services agreements allow acquirers to quickly 
begin operating the newly-acquired wireless businesses and prevent 
customers from experiencing service disruptions. This section also 
allows plaintiff United States, in its sole discretion, to approve 
one or more three- to six-month extensions of this one-year period, 
after providing notice to the Court. This provision allows plaintiff 
United States the flexibility to extend the agreement only in those 
instances where, despite the best efforts of defendants and the 
Acquirer(s), complete transition of the acquired mobile wireless 
telecommunications services business could not be completed within 
the one-year period, due to complexities inherent in a transition of 
the systems and network used in those business operations. While 
plaintiff United States recognizes the importance of the buyer's 
quick transition to operating without the support of defendants, 
there are circumstances where a limited extension should be granted, 
when it is demonstrated to the satisfaction of plaintiff United 
States that an extension of the one-year period is in the interest 
of consumers.

A. Timing of Divestitures

    In antitrust cases involving mergers or joint ventures in which 
the United States seeks a divestiture remedy, it requires completion 
of the divestitures within the shortest time period reasonable under 
the circumstances. Section IV.A of the proposed Final Judgment in 
this case requires divestiture of the Divestiture Assets, within 120 
days after the consummation of the Transaction, or five days after 
notice of the entry of the Final Judgment by the Court, whichever is 
later. Plaintiff United States in its sole discretion, upon 
consultation with the plaintiff State of Louisiana with respect to 
Divestiture Assets located in Louisiana, may extend the date for 
divestiture of the Divestiture Assets by up to 60 days. Because the 
FCC's approval is required for the transfer of the wireless licenses 
to a purchaser, Section IV.A provides that if applications for 
transfer of a wireless license have been filed with the FCC, but the 
FCC has not acted dispositively before the end of the required 
divestiture period, the period for divestiture of those assets shall 
be extended until five days after the FCC has acted. This extension 
is to be applied only to the individual Divestiture Assets affected 
by the delay in approval of the license transfer and does not 
entitle defendants to delay the divestiture of any other Divestiture 
Assets for which license transfer approval is not required or has 
been granted.
    The divestiture timing provisions of the proposed Final Judgment 
will ensure that the divestitures are carried out in a timely 
manner, and at the same time will permit defendants an adequate 
opportunity to accomplish the divestitures through a fair and 
orderly process. Even if all Divestiture Assets have not been 
divested upon consummation of the transaction, there should be no 
adverse impact on competition given the limited duration of the 
period of common ownership and the detailed requirements of the 
Stipulation.

B. Use of a Management Trustee

    The Stipulation filed simultaneously with this Competitive 
Impact Statement ensures that the Divestiture Assets remain an 
ongoing business concern prior to divestiture. To accomplish this 
objective, the Stipulation provides for the appointment of a 
management trustee selected by plaintiff United States, after 
consultation with the plaintiff State of Louisiana with respect to 
Divestiture Assets located in Louisiana, to oversee the operations 
of the Divestiture Assets. The appointment of a management trustee 
is appropriate because the Divestiture Assets are not independent 
facilities that can be held separate and operated as stand-alone 
units, but are an integral part of a larger network which, to 
maintain their competitive viability and economic value, should 
remain part of that network during the divestiture period. A 
management trustee will oversee the continuing relationship between 
defendants and these assets to ensure that these assets are 
preserved and supported by defendants during this period, yet run 
independently. The management trustee will have the power to operate 
the Divestiture Assets in the ordinary course of business, so that 
they will remain independent and uninfluenced by defendants and so 
that the Divestiture Assets are preserved and operated as an ongoing 
and economically viable competitor to defendants and to other mobile 
wireless telecommunications services providers. The management 
trustee will preserve the confidentiality of competitively sensitive 
marketing, pricing, and sales information; ensure defendants' 
compliance with the Stipulation and the proposed Final Judgment; and 
maximize the value of the Divestiture Assets so as to permit 
expeditious divestiture in a manner consistent with the proposed 
Final Judgment.
    The Stipulation provides that defendants will pay all costs and 
expenses of the management trustee, including the cost of 
consultants, accountants, attorneys, and other representatives and 
assistants hired by the management trustee as are reasonably 
necessary to carry out his or her duties and responsibilities. After 
his or her appointment becomes effective, the management trustee 
will file monthly reports with plaintiffs setting forth efforts 
taken to accomplish the goals of the Stipulation and the proposed 
Final Judgment and the extent to which defendants are fulfilling 
their responsibilities. Finally, the management trustee may become 
the divestiture trustee, pursuant to the provisions of Section V of 
the proposed Final Judgment.

C. Use of a Divestiture Trustee

    In the event that defendants do not accomplish the divestiture 
within the periods prescribed in the proposed Final Judgment, the 
Final Judgment provides that the Court will appoint a trustee 
selected by plaintiff United States, after consultation with the 
plaintiff State of Louisiana with respect to Divestiture Assets 
located in Louisiana, to effect the divestitures. As part of this 
divestiture, defendants must continue, as has been the practice 
while the businesses have been managed by the Management Trustee, to 
relinquish any direct or indirect financial control and any direct 
or indirect role in management. Pursuant to Section V of the 
proposed Final Judgment, the divestiture trustee will have the legal 
right to control the Divestiture Assets until they are sold to a 
final purchaser, subject to safeguards to prevent defendants from 
influencing their operation.
    Section V details the requirements for the establishment of the 
divestiture trust, the selection and compensation of the divestiture 
trustee, the responsibilities of the divestiture trustee in 
connection with the divestiture and operation of the Divestiture 
Assets, and the termination of the divestiture trust. The 
divestiture trustee will have the obligation and the sole 
responsibility, under Section V.D, for the divestiture of any 
transferred Divestiture Assets. The divestiture trustee has the 
authority to accomplish divestitures at the earliest possible time 
and ``at such price and on such terms as are then obtainable upon 
reasonable effort by the Divestiture Trustee.'' In addition, to 
ensure that the divestiture trustee can promptly locate and divest 
to an acceptable purchaser, plaintiff United States, in its sole 
discretion after consultation with the plaintiff State of Louisiana 
with respect to Divestiture Assets located in Louisiana, may require 
defendants to include additional assets, or allow defendants to 
substitute substantially similar assets, which substantially relate 
to the Divestiture Assets to be divested by the divestiture trustee.
    The divestiture trustee will not only have responsibility for 
sale of the Divestiture Assets, but also will be the authorized 
holder of the wireless licenses, with full responsibility for the 
operations, marketing, and sales of the wireless businesses to be 
divested, and will not be subject to any control or direction by 
defendants. Defendants will have no role in the operation, or 
management of the Divestiture Assets other than the right to receive 
the proceeds of the sale.
    Defendants also will retain certain obligations to support to 
the Divestiture Assets and cooperate with the divestiture trustee in 
order to complete the divestiture.
    The proposed Final Judgment provides that defendants will pay 
all costs and expenses of the divestiture trustee. The divestiture

[[Page 56880]]

trustee's commission will be structured, under Section V.G of the 
proposed Final Judgment, to provide an incentive for the divestiture 
trustee based on the price obtained and the speed with which the 
divestitures are accomplished. After his or her appointment becomes 
effective, the divestiture trustee will file monthly reports with 
the Court and plaintiffs setting forth his or her efforts to 
accomplish the divestitures. Section V.J requires the divestiture 
trustee to divest the Divestiture Assets to an acceptable purchaser 
or purchasers no later than six months after the assets are 
transferred to the divestiture trustee. At the end of six months, if 
all divestitures have not been accomplished, the trustee and 
plaintiffs will make recommendations to the Court, which shall enter 
such orders as appropriate in order to carry out the purpose of the 
Final Judgment, including extending the trust or term of the 
trustee's appointment.
    The divestiture provisions of the proposed Final Judgment will 
eliminate the anticompetitive effects of the transaction in the 
provision of mobile wireless telecommunications services. The 
divestitures of the Divestiture Assets will preserve competition in 
mobile wireless telecommunications services by maintaining an 
independent and economically viable competitor in the relevant 
geographic areas.

IV. Remedies Available to Potential Private Litigants

    Section 4 of the Clayton Act, 15 U.S.C. 15, provides that any 
person who has been injured as a result of conduct prohibited by the 
antitrust laws may bring suit in federal court to recover three 
times the damages the person has suffered, as well as costs and 
reasonable attorneys' fees. Entry of the proposed Final Judgment 
will neither impair nor assist the bringing of any private antitrust 
damage action. Under the provisions of Section 5(a) of the Clayton 
Act, 15 U.S.C. 16(a), the proposed Final Judgment has no prima facie 
effect in any subsequent private lawsuit that may be brought against 
defendants.

V. Procedures Available for Modification of the Proposed Final Judgment

    The United States and defendants have stipulated that the 
proposed Final Judgment may be entered by the Court after compliance 
with the provisions of the APPA, provided that the United States has 
not withdrawn its consent. The APPA conditions entry upon the 
Court's determination that the proposed Final Judgment is in the 
public interest.
    The APPA provides a period of at least 60 days preceding the 
effective date of the proposed Final Judgment within which any 
person may submit to the United States written comments regarding 
the proposed Final Judgment. Any person who wishes to comment should 
do so within 60 days of the date of publication of this Competitive 
Impact Statement in the Federal Register or the last date of 
publication in a newspaper of the summary of this Competitive Impact 
Statement, whichever is later. All comments received during this 
period will be considered by the Department of Justice, which 
remains free to withdraw its consent to the proposed Final Judgment 
at any time prior to the Court's entry of judgment. The comments and 
the response of plaintiff United States will be filed with the Court 
and published in the Federal Register.
    Written comments should be submitted to: Nancy M. Goodman, 
Chief, Telecommunications and Media Enforcement Section, Antitrust 
Division, U.S. Department of Justice, 405 Fifth Street, NW., Suite 
7000, Washington, DC 20530.
    The proposed Final Judgment provides that the Court retains 
jurisdiction over this action, and the parties may apply to the 
Court for any order necessary or appropriate for the modification, 
interpretation, or enforcement of the Final Judgment.

VI. Alternatives to the Proposed Final Judgment

    Plaintiffs considered, as an alternative to the proposed Final 
Judgment, a full trial on the merits against defendants. Plaintiffs 
could have continued the litigation and sought preliminary and 
permanent injunctions against AT&T's acquisition of Centennial. 
Plaintiffs are satisfied, however, that the divestiture of assets 
and other relief described in the proposed Final Judgment will 
preserve competition for the provision of mobile wireless 
telecommunications services in the relevant areas identified in the 
Complaint.

VII. Standard of Review Under the APPA for the Proposed Final Judgment

    The Clayton Act, as amended by the APPA, requires that proposed 
consent judgments in antitrust cases brought by the United States be 
subject to a 60 day comment period, after which the court shall 
determine whether entry of the proposed Final Judgment ``is in the 
public interest.'' 15 U.S.C. 16(e)(1). In making that determination, 
the court, in accordance with the statute as amended in 2004, is 
required to consider:
    A. The competitive impact of such judgment, including 
termination of alleged violations, provisions for enforcement and 
modification, duration of relief sought, anticipated effects of 
alternative remedies actually considered, whether its terms are 
ambiguous, and any other competitive considerations bearing upon the 
adequacy of such judgment that the court deems necessary to a 
determination of whether the consent judgment is in the public 
interest; and
    B. The impact of entry of such judgment upon competition in the 
relevant market or markets, upon the public generally and 
individuals alleging specific injury from the violations set forth 
in the complaint, including consideration of the public benefit, if 
any, to be derived from a determination of the issues at trial.

15 U.S.C. 16(e)(1)(A) & (B). In considering these statutory factors, 
the court's inquiry is necessarily a limited one as the government 
is entitled to ``broad discretion to settle with the defendant 
within the reaches of the public interest.'' United States v. 
Microsoft Corp., 56 F.3d 1448, 1461 (DC Cir. 1995). See generally 
United States v. SBC Commc'ns, Inc., 489 F. Supp. 2d 1 (D.D.C. 2007) 
(assessing public interest standard under the Tunney Act).(3)
    Under the APPA a court considers, among other things, the 
relationship between the remedy secured and the specific allegations 
set forth in the government's complaint, whether the decree is 
sufficiently clear, whether enforcement mechanisms are sufficient, 
and whether the decree may positively harm third parties. See 
Microsoft, 56 F.3d at 1458-62. With respect to the adequacy of the 
relief secured by the decree, a court may not ``engage in an 
unrestricted evaluation of what relief would best serve the 
public.'' United States v. BNS, Inc., 858 F.2d 456, 462 (9th Cir. 
1988) (citing United States v. Bechtel Corp., 648 F.2d 660, 666 (9th 
Cir. 1981)); see also Microsoft, 56 F.3d at 1460-62; United States 
v. Alcoa, Inc., 152 F. Supp. 2d 37, 40 (D.D.C. 2001). Courts have 
held that:

[t]he balancing of competing social and political interests affected 
by a proposed antitrust consent decree must be left, in the first 
instance, to the discretion of the Attorney General. The court's 
role in protecting the public interest is one of insuring that the 
government has not breached its duty to the public in consenting to 
the decree. The court is required to determine not whether a 
particular decree is the one that will best serve society, but 
whether the settlement is ``within the reaches of the public 
interest.'' More elaborate requirements might undermine the 
effectiveness of antitrust enforcement by consent decree.

    Bechtel, 648 F.2d at 666 (emphasis added) (citations 
omitted).(4) In determining whether a proposed settlement is in the 
public interest, a district court ``must accord deference to the 
government's predictions about the efficacy of its remedies, and may 
not require that the remedies perfectly match the alleged 
violations.'' SBC Commc'ns, 489 F. Supp. 2d at 17; see also 
Microsoft, 56 F.3d at 1461 (noting the need for courts to be 
``deferential to the government's predictions as to the effect of 
the proposed remedies''); United States v. Archer-Daniels-Midland 
Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (noting that the court 
should grant due respect to the United States' prediction as to the 
effect of proposed remedies, its perception of the market structure, 
and its views of the nature of the case).
    Courts have greater flexibility in approving proposed consent 
decrees than in crafting their own decrees following a finding of 
liability in a litigated matter. ``[A] proposed decree must be 
approved even if it falls short of the remedy the court would impose 
on its own, as long as it falls within the range of acceptability or 
is `within the reaches of public interest.' '' United States v. Am. 
Tel. & Tel. Co., 552 F. Supp. 131, 151 (D.D.C. 1982) (citations 
omitted) (quoting United States v. Gillette Co., 406 F. Supp. 713, 
716 (D. Mass. 1975)), aff'd sub nom. Maryland v. United States, 460 
U.S. 1001 (1983); see also United States v. Alcan Aluminum Ltd., 605 
F. Supp. 619, 622 (W.D. Ky. 1985) (approving the consent decree even 
though the court would have imposed a greater remedy). To meet this 
standard, the United States ``need only provide a factual basis for 
concluding that the settlements are reasonably adequate remedies for 
the alleged harms.'' SBC Commc'ns, 489 F. Supp. 2d at 17.

[[Page 56881]]

    Moreover, the court's role under the APPA is limited to 
reviewing the remedy in relationship to the violations that the 
United States has alleged in its Complaint, and does not authorize 
the court to ``construct [its] own hypothetical case and then 
evaluate the decree against that case.'' Microsoft, 56 F.3d at 1459. 
Because the ``court's authority to review the decree depends 
entirely on the government's exercising its prosecutorial discretion 
by bringing a case in the first place,'' it follows that ``the court 
is only authorized to review the decree itself,'' and not to 
``effectively redraft the complaint'' to inquire into other matters 
that the United States did not pursue. Id. at 1459-60. As the United 
States District Court for the District of Columbia recently 
confirmed in SBC Communications, courts ``cannot look beyond the 
complaint in making the public interest determination unless the 
complaint is drafted so narrowly as to make a mockery of judicial 
power.'' SBC Commc'ns, 489 F. Supp. 2d at 15.
    In its 2004 amendments, Congress made clear its intent to 
preserve the practical benefits of utilizing consent decrees in 
antitrust enforcement, adding the unambiguous instruction that 
``[n]othing in this section shall be construed to require the court 
to conduct an evidentiary hearing or to require the court to permit 
anyone to intervene.'' 15 U.S.C. 16(e)(2). The language wrote into 
the statute what Congress intended when it enacted the Tunney Act in 
1974, as Senator Tunney explained: ``[t]he court is nowhere 
compelled to go to trial or to engage in extended proceedings which 
might have the effect of vitiating the benefits of prompt and less 
costly settlement through the consent decree process.'' 119 Cong. 
Rec. 24,598 (1973) (statement of Senator Tunney). Rather, the 
procedure for the public interest determination is left to the 
discretion of the court, with the recognition that the court's 
``scope of review remains sharply proscribed by precedent and the 
nature of Tunney Act proceedings.'' SBC Commc'ns, 489 F. Supp. 2d at 
11.(5)

VIII. Determinative Documents

    There are no determinative materials of documents within the 
meaning of the APPA that were considered by plaintiff United States 
in formulating the proposed Final Judgment.
    Dated: October 13, 2008.

    Respectfully submitted,

    ------/s/------
Hillary B. Burchuk (D.C. Bar No. 366755).
Lawrence M. Frankel (D.C. Bar No. 441532).
Attorneys, Telecommunications & Media Enforcement Section, Antitrust 
Division, U.S. Department of Justice, Liberty Square Building, 450 
Fifth Street, NW., Suite 7000, Washington, DC 20530, (202) 514-5621, 
Facsimile: (202) 514-6381.

Footnotes

    1. During the past two years, the FCC has auctioned off 
additional spectrum that can be used to support mobile wireless 
telecommunications services, including Advanced Wireless Spectrum 
(1710-1755 MHz and 2110-2155 MHz bands) and 700 MHz band spectrum. 
However, it will be several years before mobile wireless 
telecommunications services utilizing this spectrum are widely 
deployed, especially in rural areas.
    2. The existence of local markets does not preclude the 
possibility of competitive effects in a broader geographic area, 
such as a regional or national area, though plaintiff United States 
does not allege such effects in this transaction.
    3. The 2004 amendments substituted ``shall'' for ``may'' in 
directing relevant factors for the court to consider and amended the 
list of factors to focus on competitive considerations and to 
address potentially ambiguous judgment terms. Compare 15 U.S.C. 
16(e) (2004), with 15 U.S.C. 16(e)(1) (2006). See also SBC Commc'ns, 
489 F. Supp. 2d at 11 (concluding that the 2004 amendments 
``effected minimal changes'' to Tunney Act review).
    4. Cf. BNS, 858 F.2d at 464 (holding that the court's ``ultimate 
authority under the [APPA] is limited to approving or disapproving 
the consent decree''); United States v. Gillette Co., 406 F. Supp. 
713, 716 (D. Mass. 1975) (noting that, in this way, the court is 
constrained to ``look at the overall picture not hypercritically, 
nor with a microscope, but with an artist's reducing glass''). See 
generally Microsoft, 56 F.3d at 1461 (discussing whether ``the 
remedies [obtained in the decree are] so inconsonant with the 
allegations charged as to fall outside of the `reaches of the public 
interest' '').
    5. See United States v. Enova Corp., 107 F. Supp. 2d 10, 17 
(D.D.C. 2000) (noting that the ``Tunney Act expressly allows the 
court to make its public interest determination on the basis of the 
competitive impact statement and response to comments alone''); 
United States v. Mid-Am. Dairymen, Inc., 1977-1 Trade Cas. (CCH) ] 
61,508, at 71,980 (W.D. Mo. 1977) (``Absent a showing of corrupt 
failure of the government to discharge its duty, the Court, in 
making its public interest finding, should . . . carefully consider 
the explanations of the government in the competitive impact 
statement and its responses to comments in order to determine 
whether those explanations are reasonable under the 
circumstances.''); S. Rep. No. 93-298, 93d Cong., 1st Sess., at 6 
(1973) (``Where the public interest can be meaningfully evaluated 
simply on the basis of briefs and oral arguments, that is the 
approach that should be utilized.'').

[FR Doc. E9-26351 Filed 11-2-09; 8:45 am]
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