[Federal Register Volume 85, Number 221 (Monday, November 16, 2020)]
[Notices]
[Pages 73070-73086]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-25171]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. Liberty Latin America Ltd., 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 v. Liberty Latin America Ltd., et al., Civil Action 
No. 1:20-cv-03064-TNM. On October 23, 2020, the United States filed a 
Complaint alleging that Liberty Latin America Ltd.'s proposed 
acquisition of AT&T Inc.'s wireline telecommunications operations in 
Puerto Rico would violate Section 7 of the Clayton Act, 15 U.S.C. 18. 
The proposed Final Judgment, filed at the same time as the Complaint, 
requires Liberty Latin America Ltd. to divest certain fiber-optic 
telecommunications assets and customer accounts in Puerto Rico.
    Copies of the Complaint, proposed Final Judgment, and Competitive 
Impact Statement are available for inspection on the Antitrust 
Division's website at https://www.justice.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, including the name of the submitter, and 
responses thereto, will be posted on the Antitrust Division's website, 
filed with the Court, and, under certain circumstances, published in 
the Federal Register. Comments should be directed to Scott Scheele, 
Chief, Telecommunications and Broadband Section, Antitrust Division, 
Department of Justice, 450 Fifth Street NW, Suite 7000, Washington, DC 
20530 (telephone: (202) 616-5924).

Suzanne Morris,
Chief, Premerger and Division Statistics, Antitrust Division.

United States District Court for the District of Columbia

United States of America, U.S. Department of Justice, Antitrust 
Division,
    450 Fifth Street NW, Suite 7000, Washington, DC 20530, 
Plaintiff, v. Liberty Latin America LTD., 1550 Wewatta Street, Suite 
710, Denver, CO 80202, Liberty Communications of Puerto Rico LLC, 
279 Ave. Ponce De Leon, San Juan, PR 00917, and AT&T Inc., 208 South 
Akard Street, Dallas, TX 75202, Defendants.

Civil Action No. 1:20-cv-03064-TNM

Complaint

    The United States of America brings this civil antitrust action to 
enjoin the acquisition of certain assets of AT&T Inc. in Puerto Rico 
and the U.S. Virgin Islands by Liberty Latin America Ltd. and to obtain 
other equitable relief.

I. Nature of the Action

    1. On October 9, 2019, Liberty Latin America Ltd. (``Liberty'') 
entered into an agreement to purchase the wireless and wireline 
telecommunications operations of AT&T Inc. (``AT&T'') in Puerto Rico 
and the U.S. Virgin Islands. Liberty does not compete with AT&T in the 
U.S. Virgin Islands or in the provision of wireless telecommunications 
services in Puerto Rico. Liberty does, however, compete directly with 
AT&T in the provision of wireline telecommunications services in Puerto 
Rico. The proposed transaction would eliminate this competition.
    2. Specifically, Liberty and AT&T currently compete to provide 
wireline telecommunications services over fiber-optic networks that 
they own in Puerto Rico. Liberty and AT&T use these networks to provide 
fiber-based connectivity and telecommunications services to enterprise 
customers across the island. The enterprise customers that purchase 
these services include businesses of all sizes as well as institutions, 
such as universities, hospitals, and government agencies. Enterprise 
customers use these services to reliably transport data among their 
offices and other locations, place phone calls, and access the internet 
at high speeds. Many enterprise customers demand the high levels of 
quality and reliability that fiber-based services provide.
    3. Liberty and AT&T have two of the three most extensive fiber-
based networks in Puerto Rico. For many buildings on the island, 
Liberty and AT&T are either the only two providers, or two of only 
three providers, that own a direct fiber connection to the building. 
For many other buildings to which Liberty and AT&T do not own direct 
fiber connections, they are the only two providers, or two of only 
three providers, with fiber located close enough to connect their 
networks to the building economically. Liberty and AT&T compete 
particularly closely for customers that have multiple locations spread 
across Puerto Rico and demand service from a single provider that can

[[Page 73071]]

serve all of their locations over its network. The proposed acquisition 
thus would likely substantially lessen competition in the provision of 
fiber-based connectivity and telecommunications services to enterprise 
customers in Puerto Rico in violation of Section 7 of the Clayton Act, 
15 U.S.C. 18.

II. Defendants and the Transaction

    4. Liberty--a Bermuda corporation with its executive offices in 
Denver, Colorado--is a leading telecommunications provider in Latin 
America and the Caribbean. Across this region, Liberty provides video 
services, internet access, and home telephony services to more than 6 
million subscribers and provides mobile wireless service to 
approximately 3.6 million subscribers. Liberty generates approximately 
$3.9 billion in annual revenues. Through its subsidiary Liberty 
Communications of Puerto Rico LLC (``LCPR''), Liberty operates the 
largest cable company in Puerto Rico. In 2016, Liberty expanded its 
Puerto Rico operations by acquiring Cable & Wireless Communications 
Plc, which controlled Columbus International Inc., a leading provider 
of fiber-based connectivity and telecommunications services on the 
island. Today, Liberty operates a network that includes more than 3,000 
route miles of fiber-optic facilities in Puerto Rico. Liberty uses this 
network to provide fiber-based connectivity and telecommunications 
services to enterprise customers located throughout the island.
    5. AT&T--a Delaware corporation headquartered in Dallas, Texas--is 
a leading provider of telecommunications, media, and technology 
services globally. AT&T generates approximately $180 billion in annual 
revenues. Beyond its well-known mobile wireless and residential 
telecommunications businesses, AT&T is also one of the largest 
providers of telecommunications services to enterprise customers in the 
United States. AT&T entered the Puerto Rico market in 2009 through its 
acquisition of the wireless and wireline operations of Centennial 
Communications Corp. Today, AT&T provides fiber-based connectivity and 
telecommunications services to enterprise customers across Puerto Rico 
over a network that includes over 3,500 route miles of fiber-optic 
facilities.
    6. On October 9, 2019, Liberty announced that it had agreed to 
purchase AT&T's wireless and wireline telecommunications operations in 
Puerto Rico and the U.S. Virgin Islands for $1.95 billion in cash. Upon 
closing of the transaction, Liberty would take ownership of certain 
AT&T assets in Puerto Rico, including its wireless and wireline 
networks, wireless spectrum, contracts, real estate, and most of AT&T's 
customer relationships on the island.\1\
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    \1\ The transaction does not include AT&T's DIRECTV assets in 
Puerto Rico, any submarine cables and landing stations, certain 
``global'' customer contracts, or spectrum in the 3650-3700 MHz and 
39 GHz ranges.
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III. Jurisdiction and Venue

    7. The United States brings this action under the direction of the 
Attorney General and pursuant to Section 15 of the Clayton Act, as 
amended, 15 U.S.C. 25, to prevent and restrain Liberty, LCPR, and AT&T 
from violating Section 7 of the Clayton Act, 15 U.S.C. 18.
    8. Liberty, LCPR, and AT&T are engaged in, and their activities 
substantially affect, interstate commerce. Liberty, LCPR, and AT&T sell 
wireline telecommunications services in Puerto Rico and the United 
States. The Court has subject-matter jurisdiction over this action 
pursuant to Section 15 of the Clayton Act, as amended, 15 U.S.C. 25, 
and 28 U.S.C. 1331, 1337(a), and 1345.
    9. Defendants Liberty, LCPR, and AT&T have consented to venue and 
personal jurisdiction in this District. Venue is proper in this 
District under Section 12 of the Clayton Act, 15 U.S.C. 22, and 28 
U.S.C. 1391(b)(1) and (c).

IV. Background

    10. Wireline telecommunications services are critical for 
transporting the data that individuals, businesses, and other entities 
transmit. Wireline telecommunications services provided over fiber-
optic networks generally provide a higher level of quality and 
reliability than other types of wireline telecommunications services, 
such as those provided over legacy copper telephone network facilities 
or coaxial cable facilities.
    11. Businesses and other institutions, such as universities, 
hospitals, and government agencies, that purchase telecommunications 
services are often referred to as ``enterprise customers.'' Enterprise 
customers generally require higher-quality and more-reliable 
telecommunications services than the residential telecommunications 
services that are purchased by consumers. For example, many enterprise 
customers require very high levels of dedicated bandwidth to allow them 
to transmit large volumes of data among their offices, and many require 
services that offer penalty-backed service quality guarantees in order 
to ensure business continuity. Fiber-based services often carry these 
features. Accordingly, many enterprise customers depend on fiber-based 
services to enable their day-to-day operations.
    12. In Puerto Rico, fiber-based telecommunications networks include 
the fiber cables that connect individual buildings to the rest of a 
provider's network; the fiber cables and related equipment in a 
provider's network used to transport traffic within a municipality; and 
the fiber cables that connect municipalities to one another across the 
island. Fiber cables that connect an individual building, such as an 
office building, to a provider's network are often referred to as 
``last-mile'' connections. Without a last-mile connection to the 
building, customers cannot send data to or receive data from any point 
outside of the building. Without the networks to which those last-mile 
connections connect, customers cannot communicate with other buildings 
in the same municipality or reach any points beyond.
    13. Liberty and AT&T possess two of the three most extensive fiber-
based networks in Puerto Rico. Each owns thousands of last-mile fiber 
connections, fiber facilities in municipalities across the island, and 
a fiber-optic ``ring'' that connects the municipalities to one another. 
The only other provider with a comparable fiber-based network is the 
incumbent local telephone company on the island, Puerto Rico Telephone 
Company, Inc., which does business as ``Claro.'' Together, Liberty, 
AT&T, and Claro account for the vast majority of sales of fiber-based 
connectivity and telecommunications services to enterprise customers in 
Puerto Rico.

V. Relevant Markets

    14. The provision of fiber-based connectivity and 
telecommunications services to enterprise customers constitutes a 
relevant product market and line of commerce under Section 7 of the 
Clayton Act, 15 U.S.C. 18.
    15. Fiber-based connectivity allows for data to be physically 
transported across fiber-optic facilities, and telecommunications 
providers utilize this connectivity to offer a range of 
telecommunications services. Enterprise customers purchase these 
services to reliably transport data among their offices and other 
locations, place phone calls, and access the internet at high speeds. 
Enterprise customers that purchase fiber-based connectivity and 
telecommunications services would not turn to other connectivity 
technologies (such as copper or coaxial cable) in sufficient numbers to 
make a small but significant increase in price of fiber-

[[Page 73072]]

based connectivity and telecommunications services unprofitable for a 
provider of these services.
    16. Providers of fiber-based connectivity and telecommunications 
services to enterprise customers maintain island-wide price lists that 
apply across Puerto Rico. The actual prices charged for services, 
however, frequently vary significantly from these lists, as prices are 
often determined through promotional rates or on an individual basis. 
In some instances, customers purchase service for individual locations. 
In other instances, customers purchase packages of services for 
multiple locations. Many customers with multiple locations spread 
throughout Puerto Rico demand service from a single provider that can 
serve all of their locations over its network. Providers with island-
wide, fiber-optic networks are best suited to supply such customers.
    17. The relevant geographic market for analyzing the effects of the 
proposed acquisition is no larger than the island of Puerto Rico. The 
relevant geographic market is best defined by the locations of the 
customers who purchase fiber-based connectivity and telecommunications 
services. Enterprise customers located in Puerto Rico purchase fiber-
based connectivity and telecommunications services from providers that 
can provide service to their locations. Enterprise customers located in 
Puerto Rico are unlikely to move their offices or other buildings in 
order to purchase fiber-based connectivity and telecommunications 
services from firms that do not offer service to their locations. For 
these reasons, a hypothetical monopolist of fiber-based connectivity 
and telecommunications services for enterprise customers in Puerto Rico 
likely would increase its prices in that market by at least a small but 
significant and non-transitory amount. Therefore, Puerto Rico is a 
relevant geographic market and ``section of the country'' within the 
meaning of Section 7 of the Clayton Act, 15 U.S.C. 18.

VI. Anticompetitive Effects

    18. The transaction likely would substantially lessen competition 
in the market for the provision of fiber-based connectivity and 
telecommunications services to enterprise customers in Puerto Rico.
    19. This market is highly concentrated. Three providers--Liberty, 
AT&T, and Claro--account for the vast majority of sales. While other 
providers offer service in Puerto Rico, they collectively account for a 
small fraction of sales. These smaller providers generally do not own 
networks of sufficient scale to enable them to compete effectively in 
many parts of the island.
    20. In order for a provider to sell fiber-based connectivity and 
telecommunications services to enterprise customers over its own 
network, the provider must either own a last-mile connection to the 
customer's location or own fiber close enough to the location to allow 
the provider to build such a connection economically. For many 
buildings on the island, Liberty and AT&T are either the only two 
providers, or two of only three providers, that own a last-mile fiber 
connection to the building. For many other buildings, Liberty and AT&T 
are the only two providers, or two of only three providers, with fiber 
located close enough to the building to be able to construct such a 
connection economically.
    21. A provider that does not own a last-mile connection to a 
particular customer location can serve enterprise customers at that 
location over another provider's last-mile connection. It can do so by 
purchasing wholesale fiber-based connectivity from another provider and 
reselling that connectivity as part of a broader package of services to 
the enterprise customer. However, providers that do not own island-wide 
networks, including a significant number of last-mile connections, are 
limited in their competitiveness because they are reliant on their 
wholesale providers for fiber-based connectivity and constrained by the 
terms that their wholesale providers set for this connectivity.
    22. In Puerto Rico, telecommunications providers seeking wholesale 
fiber-based connectivity most often purchase this connectivity from 
Liberty, AT&T, or Claro. Other options are limited. Some providers may 
purchase wholesale connectivity from a subsidiary of Puerto Rico's 
public utility known as PREPA Networks (``PREPA''), which owns an 
island-wide fiber ring and is required by law to provide only wholesale 
connectivity to other telecommunications providers rather than service 
directly to enterprise customers. PREPA owns far fewer last-mile 
connections than Liberty, AT&T, and Claro, however, and customers 
served over the PREPA network account for a very small fraction of the 
overall market.
    23. As the providers with two of the three largest fiber-based 
networks in Puerto Rico, Liberty and AT&T compete vigorously for 
enterprise customers across the island. These customers include 
businesses of all sizes, as well as institutions, such as universities, 
hospitals, and government agencies. Given the breadth of their 
networks, Liberty and AT&T compete particularly closely for customers 
that have multiple locations spread throughout Puerto Rico and demand 
service from a single provider that can serve all of their locations 
over its network.
    24. Competition between Liberty and AT&T for enterprise customers 
takes several forms. In some instances, Liberty or AT&T offers 
promotional rates or discounts in order to attract customers away from 
the other. In other instances, customers can extract concessions from 
Liberty or AT&T by threatening to switch to the other. Liberty or AT&T 
may also construct new fiber facilities in order to attract customers 
away from the other. Enterprise customers throughout Puerto Rico have 
experienced the benefit of this competition in the form of lower prices 
and higher-quality services.
    25. The acquisition of AT&T's wireline telecommunications 
operations in Puerto Rico by Liberty would represent a loss of this 
competition. The highly concentrated market for the provision of fiber-
based connectivity and telecommunications services to enterprise 
customers in Puerto Rico would become even more concentrated. The loss 
of Liberty and AT&T as independent competitors would leave many 
customers with only one alternative provider and others with no 
competitive choice at all. This change would likely result in increased 
prices and lower-quality services for enterprise customers across the 
island.

VII. Absence of Countervailing Factors

    26. Entry of new competitors in the relevant market is unlikely to 
prevent or remedy the proposed transaction's anticompetitive effects. 
Barriers to entry include (i) the substantial amount of time and 
expense required to construct a fiber-optic network, (ii) the need for 
a firm seeking to construct such a network to obtain the permits and 
approvals required to do so, (iii) the significant level of expertise 
required to successfully offer telecommunications services to 
enterprise customers, and (iv) the need for a provider to establish a 
brand and reputation that would allow enterprise customers to entrust 
the provider with supporting their day-to-day operations.
    27. The proposed transaction would be unlikely to generate 
verifiable, merger-specific efficiencies sufficient to reverse or 
outweigh the anticompetitive effects that are likely to occur.

[[Page 73073]]

VIII. Violations Alleged

    28. The acquisition of AT&T's wireline telecommunications 
operations in Puerto Rico by Liberty likely would substantially lessen 
competition in the relevant market in violation of Section 7 of the 
Clayton Act, 15 U.S.C. 18.
    29. Unless enjoined, the acquisition would likely have the 
following anticompetitive effects, among others:
    a. competition in the market for the provision of fiber-based 
connectivity and telecommunications services to enterprise customers in 
Puerto Rico would be substantially lessened;
    b. prices in the market for the provision of fiber-based 
connectivity and telecommunications services to enterprise customers in 
Puerto Rico would increase; and
    c. quality of service in the market for the provision of fiber-
based connectivity and telecommunications services to enterprise 
customers in Puerto Rico would decline.

IX. Requested Relief

    30. The United States requests that this Court:
    a. adjudge and decree that Liberty's acquisition of AT&T's wireline 
telecommunications operations in Puerto Rico would violate Section 7 of 
the Clayton Act, 15 U.S.C. 18;
    b. permanently enjoin and restrain Liberty and AT&T and all persons 
acting on their behalf from carrying out the stock purchase agreement 
dated October 9, 2019, or from entering into or carrying out any 
contract, agreement, plan, or understanding, by which Liberty would 
acquire the assets that are subject to the agreement;
    c. award the United States its costs for this action; and
    d. award the United States such other and further relief as the 
Court deems just and proper.

Dated: October 23, 2020
Respectfully submitted,

FOR PLAINTIFF UNITED STATES:

Makan Delrahim
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Makan Delrahim (DC Bar #457795),
Assistant Attorney General.

Bernard A. Nigro, Jr.
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Bernard A. Nigro, Jr. (DC Bar #412357),
Principal Deputy Assistant Attorney General.

Alexander P. Okuliar
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Alexander P. Okuliar (DC Bar # 481103),
Deputy Assistant Attorney General.

Kathleen S. O'Neill
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Kathleen S. O'Neill,
Senior Director of Investigations & Litigation.

Scott Scheele
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Scott Scheele (DC Bar #429061),
Chief, Telecommunications and Broadband Section.

Jared A. Hughes
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Jared A. Hughes,
Matthew C. Hammond,
Assistant Chiefs, Telecommunications and Broadband Section.

Matthew Jones
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Matthew Jones * (DC Bar #1006602)
Elizabeth A. Gudis
Z. Elif Aksoy (DC Bar #1005091)
Alvin H. Chu
Robert Draba (DC Bar #496815)
Carl Willner (DC Bar #412841)
Attorneys for the United States, U.S. Department of Justice, 
Antitrust Division, 450 Fifth Street NW, Suite 7000, Washington, DC 
20530, Telephone: (202) 598-8369, Fax: (202) 514-6381, Email: 
[email protected].

* Lead Attorney to be Noticed

United States District Court for the District of Columbia

United States of America, Plaintiff, v. Liberty Latin America LTD., 
Liberty Communications of Puerto Rico LLC, and AT&T Inc. Defendants.

Civil Action No. 1:20-cv-03064-TNM

Proposed Final Judgment

    Whereas, Plaintiff, United States of America, filed its Complaint 
on October 23, 2020;
    And whereas, the United States and Defendants, Liberty Latin 
America Ltd. (``LLA''), Liberty Communications of Puerto Rico LLC 
(``LCPR''), and AT&T Inc. (``AT&T''), have consented to entry of this 
Final Judgment without the taking of testimony, 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 make a divestiture to remedy the 
loss of competition alleged in the Complaint;
    And whereas, Defendants represent that the divestiture and other 
relief required by this Final Judgment can and will be made and that 
Defendants will not later raise a claim of hardship or difficulty as 
grounds for asking the Court to modify any provision of this Final 
Judgment;
    Now therefore, it is ordered, adjudged, and decreed:

I. JURISDICTION

    The 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. ``AT&T'' means Defendant AT&T Inc., a Delaware corporation with 
its 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.
    B. ``LCPR'' means Defendant Liberty Communications of Puerto Rico 
LLC, a Puerto Rico limited liability company with its headquarters in 
San Juan, Puerto Rico, its successors and assigns, and its 
subsidiaries, divisions, groups, affiliates, partnerships, and joint 
ventures, and their directors, officers, managers, agents, and 
employees.
    C. ``LLA'' means Defendant Liberty Latin America Ltd., a Bermuda 
corporation with its headquarters in Hamilton, Bermuda, and executive 
offices in Denver, Colorado, its successors and assigns, and its 
subsidiaries, divisions, groups, affiliates, partnerships, and joint 
ventures, and their directors, officers, managers, agents, and 
employees.
    D. ``WorldNet'' means WorldNet Telecommunications Inc., a Puerto 
Rico corporation with its headquarters in Guaynabo, Puerto Rico, its 
successors and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships, and joint ventures, and their directors, 
officers, managers, agents, and employees.
    E. ``Acquirer'' means WorldNet or another entity to which 
Defendants divest the Divestiture Assets.
    F. ``AT&T Aerial Fiber Core Segments'' means the aerial fiber core 
network segments that connect AT&T's communications hubs to each other 
across Puerto Rico (excluding (1) the segment between Arecibo and Ponce 
and (2) the segments between or among Guaynabo, AT&T Plaza, Hato Rey, 
and Carolina).
    G. ``AT&T Customers'' means enterprise and wholesale customers in 
Puerto Rico (excluding AT&T Global Services customers) that purchased 
services from AT&T immediately prior to the Transaction, all of which 
are being transferred to LLA upon closing of the Transaction.
    H. ``Columbus Customers'' means LLA customers with one or more 
service locations on the Columbus Network but does not include (1) AT&T 
Customers or (2) LLA customers who purchase video, hybrid fiber-
coaxial, wholesale, or residential services.
    I. ``Columbus Divestiture Assets'' means all of LLA's rights, 
titles, and interests in, to, or under:
    1. The Columbus Network; and
    2. all LLA assets related to or used in connection with the 
provision of fiber-based connectivity and/or telecommunications 
services to

[[Page 73074]]

locations on the Columbus Network or related to or used in connection 
with Columbus Customers, including:
    a. All active or pending licenses, permits, certifications, 
approvals, consents, registrations, and waivers issued by any 
governmental organization;
    b. all rights of way, easements, and access agreements;
    c. all contracts, contractual rights, agreements, leases, 
commitments, certifications, and understandings;
    d. all Columbus Customer lists, contracts, accounts, relationships, 
and credit records;
    e. all intellectual property associated with the Columbus brand, 
including copyrights, trademarks, trade names, service marks, and 
service names; and
    f. all records and data, including all repair, maintenance, and 
performance records.
    Provided, however, that the Columbus Divestiture Assets do not 
include (1) any subsea cable or any connection rights to subsea cable; 
(2) customer contracts for customers to whom LLA provides video, hybrid 
fiber-coaxial, wholesale, or residential services; (3) the LCPR 
Network; (4) the IRU between LCPR and Cable & Wireless Puerto Rico Inc. 
effective as of April 1, 2019; or (5) the IRU between Columbus Networks 
of Puerto Rico LLC and Liberty Communications of Puerto Rico LLC 
effective as of October 1, 2020.
    J. ``Columbus Network'' means the fiber-based communication system 
in the San Juan Metro Area that LLA acquired as part of its May 17, 
2016, acquisition of Cable & Wireless Communications, including 
colocation rights or a leasehold at the communications hubs located at 
Ana G. M[eacute]ndez, Bayam[oacute]n Corujo, Double Tree, MCS, and 
Metro Office Park; the equipment in those hubs; the facilities 
connecting the hubs to each other and to Columbus Customer locations; 
and any customer premises equipment at Columbus Customer locations.
    K. ``Construction Contractors'' means individuals or companies 
hired by Defendants to conduct construction activities, which include 
contacting customers to request permission to conduct site surveys and 
obtain building access for construction activities.
    L. ``Divestiture Assets'' means the Columbus Divestiture Assets, 
the LCPR Divestiture Assets, and the LCPR IRU.
    M. ``Divestiture Date'' means the date on which LLA and the 
Acquirer close on a transaction effecting the required divestiture.
    N. ``IRU'' means one or more grants of an indefeasible right of 
use, a long-term interest that gives the holder of such interest the 
right for either (1) the exclusive use of specific fiber strands or 
other communications facilities or (2) the exclusive use of a specified 
amount of capacity in a fiber-based cable or other communications 
facility.
    O. ``LCPR Customers'' means LLA customers with one or more service 
locations on the LCPR Network but does not include (1) AT&T Customers; 
(2) LLA customers who purchase video, hybrid fiber-coaxial, wholesale, 
or residential services; or (3) customers solely receiving service for 
dedicated subsea capacity.
    P. ``LCPR Network'' means the fiber-based communication system 
owned by LCPR in Puerto Rico as of the date immediately preceding the 
closing of the Transaction, including all LCPR hubs in Puerto Rico 
(other than Columbus Network hubs), the equipment in those hubs, and 
the facilities connecting the hubs to each other and to LCPR Customer 
locations, and any customer premises equipment at LCPR Customer 
locations.
    Q. ``LCPR Divestiture Assets'' means all of LLA's rights, titles, 
and interests in, to, or under:
    1. All facilities owned by LCPR that are used to serve LCPR 
Customers exclusively; and
    2. all other LLA assets related to or used in connection with the 
provision of fiber-based connectivity and/or telecommunications 
services to LCPR Customers or with facilities that are used to serve 
LCPR Customers exclusively, including:
    a. All licenses, permits, certifications, approvals, consents, 
registrations, and waivers issued by any governmental organization;
    b. all rights of way, easements, and access agreements;
    c. all contracts, contractual rights, agreements, leases, 
commitments, certifications, and understandings;
    d. all LCPR Customer lists, contracts, accounts, relationships, and 
credit records; and
    e. all records and data, including all repair, maintenance, and 
performance records.
    Provided, however, that the LCPR Divestiture Assets do not include 
(1) assets used in the provision of video, hybrid fiber-coaxial, 
wholesale, or residential data services; (2) customer contracts for 
customers to whom LCPR provides video, hybrid fiber-coaxial, wholesale, 
or residential data services; (3) customer premises equipment for such 
customers or fiber drops to such customer locations; (4) any subsea 
cable or any connection rights to subsea cable; or (5) any assets that 
are required for the operation of the LCPR Network but are not required 
for the provision of fiber-based connectivity and/or telecommunications 
services to LCPR Customers.
    R. ``LCPR IRU'' means an exclusive IRU to provide fiber-based 
connectivity and telecommunications services over all portions of the 
LCPR Network that were used as of October 15, 2020 to serve LCPR 
Customers but are not included in the LCPR Divestiture Assets, the term 
of which is (1) at least five years for fiber routes to LCPR Customer 
locations within one mile of the Columbus Network; and (2) at least 15 
years for all other fiber routes with one five-year extension at the 
option of the Acquirer.
    S. ``Regulatory Approvals'' means (1) any approvals or clearances 
from the Federal Communications Commission, from any agency of Puerto 
Rico or its subdivisions, or under antitrust or competition laws that 
are required for the Transaction to proceed; and (2) any approvals or 
clearances pursuant to filings with CFIUS or under antitrust, 
competition, or other U.S. or international laws that are required for 
Acquirer's acquisition of the Divestiture Assets to proceed.
    T. ``Relevant Personnel'' means all full-time, part-time, or 
contract employees of LCPR, wherever located, who spent all, or a 
majority, of their time in the operation of the Divestiture Assets at 
any time between January 1, 2019, and October 15, 2020, including 
sales, marketing, and sales support personnel, as well as network and 
operations personnel, including customer care, service installation 
technicians, service repair technicians, engineering, and outside plant 
personnel.
    U. ``San Juan Metro Area'' means the municipalities of San Juan, 
Bayam[oacute]n, Guaynabo, Carolina, Trujillo Alto, Cata[ntilde]o, Toa 
Baja, and Toa Alta.
    V. ``Transferred Customers'' means the Columbus Customers and the 
LCPR Customers.
    W. ``Transaction'' means the proposed acquisition of AT&T's 
wireline and wireless assets in Puerto Rico and the U.S. Virgin Islands 
by LLA.

III. Applicability

    A. This Final Judgment applies to LLA, LCPR, and AT&T, as defined 
above, and all other persons in active concert or participation with 
any Defendant who receive actual notice of this Final Judgment.
    B. If, prior to complying with Sections IV and V of this Final 
Judgment, LLA sells or otherwise disposes of all or substantially all 
of its assets or of

[[Page 73075]]

business units that include the Divestiture Assets, AT&T Aerial Fiber 
Core Segments, or poles or conduit subject to the Acquirer options 
provided for in Paragraphs IV.J-IV.M, LLA must require any purchaser to 
be bound by the provisions of this Final Judgment that apply to the 
assets to be sold. LLA need not obtain such an agreement from Acquirer.

IV. Divestiture

    A. LLA is ordered and directed, within 30 calendar days after the 
Court's entry of the Asset Preservation Stipulation and Order in this 
matter, to divest the Divestiture Assets in a manner consistent with 
this Final Judgment to an Acquirer acceptable to the United States, in 
its sole discretion. The United States, in its sole discretion, may 
agree to one or more extensions of this time period not to exceed 60 
calendar days in total and will notify the Court of any extensions.
    B. If Acquirer or LLA has initiated contact with any governmental 
entity to seek any Regulatory Approval within five calendar days after 
the United States provides written notice pursuant to Paragraph VI.C. 
that it does not object to the proposed Acquirer, the time period 
provided in Paragraph IV.A. will be extended until 15 calendar days 
after that Regulatory Approval is received, except that the extension 
allowed for securing Regulatory Approvals may be no longer than 90 
calendar days past the time period provided in Paragraph IV.A., unless 
the United States, in its sole discretion, consents to an additional 
extension.
    C. LLA must use its best efforts to divest the Divestiture Assets 
as expeditiously as possible, and Defendants may not take any action to 
impede the permitting, operation, or divestiture of the Divestiture 
Assets.
    D. Unless the United States otherwise consents in writing, the 
divestiture pursuant to this Final Judgment must include the entire 
Divestiture Assets and must be accomplished in such a way as to satisfy 
the United States, in its sole discretion, that the Divestiture Assets 
can and will be used by Acquirer as part of a viable, ongoing business 
of providing fiber-based connectivity and telecommunications services 
to enterprise customers in Puerto Rico and that the divestiture to 
Acquirer will remedy the competitive harm alleged in the Complaint.
    E. LLA must provide Acquirer with an LCPR IRU to provide fiber-
based connectivity and telecommunications services over specific fiber 
strands in the LCPR Network that are dedicated to Acquirer's use. For 
(a) individual distribution fiber routes in the San Juan Metro Area 
where LLA's existing usage of the fiber exceeded industry best 
practices as of October 15, 2020, and (b) routes on LCPR's fiber core 
network, the LCPR IRU may provide Acquirer with the right to use a 
fixed amount of capacity rather than dedicated fiber strands. This 
fixed amount of capacity must be equal to the amount of capacity on the 
route that was used by LLA to serve LCPR Customers as of October 15, 
2020, plus a commercially reasonable amount of additional capacity to 
allow Acquirer to provide additional services to both LCPR Customers 
and other customers in the future.
    1. The LCPR IRU must include all rights and interests necessary to 
enable the LCPR IRU to be used by Acquirer to provide fiber-based 
connectivity and telecommunications services, including the right for 
Acquirer to splice into the IRU fiber at existing splice points or at 
new splice points requested by Acquirer, provided, however, that the 
LCPR IRU need not permit the Acquirer to splice at new splice points 
that would jeopardize the integrity of the LCPR Network.
    2. The LCPR IRU must provide Acquirer with repair, maintenance, and 
installation capabilities of the same quality and speed that LCPR 
utilizes for its own network.
    3. The LCPR IRU must not require Acquirer to pay a monthly or other 
recurring fee to preserve or make use of its rights but may contain 
other commercially reasonable and customary terms, including terms for 
payment to the grantor for ancillary services, such as non-recurring 
costs or repair fees.
    4. The LCPR IRU must include an option, exercisable at the option 
of the Acquirer on commercially reasonable terms, for Acquirer to 
purchase the right to use the IRU to provide residential service.
    5. Within 30 calendar days after the Court's entry of the Asset 
Preservation Stipulation and Order in this matter, LLA must identify to 
Acquirer and the United States each of the fiber routes to LCPR 
Customer locations within one mile of the Columbus Network.
    F. The divestiture must be made to an Acquirer that, in the United 
States' sole judgment, has the intent and capability (including the 
necessary managerial, operational, technical, and financial capability) 
to compete effectively in the provision of fiber-based connectivity and 
telecommunications services to enterprise customers in Puerto Rico.
    G. The divestiture must be accomplished so as to satisfy the United 
States, in its sole discretion, that none of the terms of any agreement 
between Acquirer and LLA gives LLA the ability unreasonably to raise 
Acquirer's costs, to lower Acquirer's efficiency, or otherwise to 
interfere in the ability of Acquirer to compete effectively.
    H. In the event LLA is attempting to divest the Divestiture Assets 
to an Acquirer other than WorldNet, LLA promptly must make known, by 
usual and customary means, the availability of the Divestiture Assets. 
LLA must inform any person making an inquiry regarding a possible 
purchase of the Divestiture Assets that the Divestiture Assets are 
being divested in accordance with this Final Judgment and must provide 
that person with a copy of this Final Judgment. LLA must offer to 
furnish to all prospective Acquirers, subject to customary 
confidentiality assurances, all information and documents relating to 
the Divestiture Assets that are customarily provided in a due-diligence 
process; provided, however, that LLA need not provide information or 
documents subject to the attorney-client privilege or work-product 
doctrine. LLA must make all information and documents available to the 
United States at the same time that the information and documents are 
made available to any other person.
    I. LLA must provide prospective Acquirers with (1) access to make 
inspections of the Divestiture Assets; (2) access to all environmental, 
zoning, and other permitting documents and information; and (3) access 
to all financial, operational, or other documents and information 
customarily provided as part of a due diligence process. LLA also must 
disclose all encumbrances on any part of the Divestiture Assets, 
including on intangible property.
    J. At the option of Acquirer, within three years after the 
Divestiture Date, LLA must sell to Acquirer, on a segment-by-segment 
basis, and on commercially reasonable terms to be approved by the 
United States in its sole discretion, each of the AT&T Aerial Fiber 
Core Segments. The United States, in its sole discretion, may consent 
to one or more extensions of this time period not to exceed one year.
    1. Within 30 calendar days after the Court's entry of the Asset 
Preservation Stipulation and Order in this matter, LLA must identify 
and describe with specificity each of the AT&T Aerial Fiber Core 
Segments to Acquirer and the United States.
    2. If LLA serves customer locations that cannot be migrated off a 
segment acquired pursuant to this Paragraph IV.J., LLA may negotiate 
terms with Acquirer pursuant to which LLA may

[[Page 73076]]

retain an IRU necessary to serve such customer locations.
    K. From the Divestiture Date until the date on which LLA completes 
its obligation under Paragraph IV.J, LLA must maintain the AT&T Aerial 
Fiber Core Segments in the ordinary course of business and consistent 
with past practices as ongoing, economically viable, competitive assets 
and must take all other actions necessary to preserve and maintain the 
full economic viability, marketability, and competitiveness of the AT&T 
Aerial Fiber Core Segments, including:
    1. LLA must maintain all licenses, permits, approvals, 
authorizations, and certifications related to or necessary for the 
operation of the AT&T Aerial Fiber Core Segments and must maintain the 
AT&T Aerial Fiber Core Segments in compliance with all regulatory 
obligations and requirements;
    2. LLA must ensure that the AT&T Aerial Fiber Core Segments are 
fully maintained in operable condition, including by maintaining and 
adhering to normal repair and maintenance schedules for the AT&T Aerial 
Fiber Core Segments.
    3. Except as approved by the United States in accordance with the 
terms of the proposed Final Judgment, LLA may not sell, lease, assign, 
transfer, pledge, or encumber, any AT&T Aerial Fiber Core Segment(s) 
prior to completing its obligation under Paragraph IV.J.
    4. LLA may decommission AT&T Aerial Core Fiber Segment(s), so long 
as it provides at least 60 days' advance written notice to Acquirer 
before doing so. If Acquirer does not exercise its option to purchase 
the identified segment(s) within 60 days after such notice is given, 
LLA may proceed with decommissioning.
    L. At the option of Acquirer, at any time during the term of this 
Final Judgment, LLA must grant to Acquirer, on commercially reasonable 
terms comparable to those found in LLA's other pole attachment 
agreements and to be approved by the United States in its sole 
discretion, the right to attach fiber to LLA-owned poles located on the 
island of Puerto Rico where space on such poles is available. LLA is 
not required to reserve space on poles for Acquirer or to obtain 
regulatory approvals for Acquirer to install pole attachments.
    M. At the option of Acquirer, at any time within three years of the 
Divestiture Date, LLA must sell to Acquirer, on commercially reasonable 
terms to be approved by the United States in its sole discretion, up to 
one inch in diameter of space, and the right to install fiber cables in 
such space, in any underground conduit in Puerto Rico that (1) was 
owned by LLA or AT&T as of October 15, 2020, and (2) contains at least 
two inches in diameter of unused space (measured as the sum of all 
unused space, including space spread across multiple innerducts, within 
the conduit) as of the date of Acquirer's request.
    1. Within 30 calendar days after the Court's entry of the Asset 
Preservation Stipulation and Order in this matter, LLA must identify to 
Acquirer and the United States all underground conduit routes in Puerto 
Rico that (1) were owned by LLA or AT&T as of October 15, 2020, and (2) 
contained at least two inches in diameter of unused space (measured as 
the sum of all unused space, including space spread across multiple 
innerducts, within the conduit) as of October 15, 2020.
    2. Prior to deploying new facilities in any conduit route 
identified pursuant to Paragraph IV.M.1 during the three-year period 
specified above or during any extension under Paragraph IV.M.3 below, 
LLA must provide at least 60 days' advance written notice to Acquirer 
if such deployment would result in less than two inches in diameter of 
unused space (measured as the sum of all unused space, including space 
spread across multiple innerducts, within the conduit) remaining in the 
conduit. If Acquirer does not exercise its option to acquire that 
conduit space within 60 days after such notice is given, then LLA may 
proceed with the deployment.
    3. If the United States consents to an extension or extensions of 
the period specified in Paragraph IV.J of this Final Judgment, the 
period within which Acquirer must exercise its option to acquire 
conduit space will be extended by the same amount of time.
    4. Nothing in this Paragraph IV.M requires LLA to bear the expense 
of Acquirer's installation of fiber in LLA conduit or to obtain 
permits, authorizations, or regulatory approvals for such installation.
    N. LLA must cooperate with and assist Acquirer to identify and hire 
all Relevant Personnel.
    1. Within 10 business days following the filing of the Complaint in 
this matter, LLA must identify all Relevant Personnel to Acquirer and 
the United States, including by providing organization charts covering 
all Relevant Personnel.
    2. Within 10 business days following receipt of a request by 
Acquirer, the United States, or the monitoring trustee, LLA must 
provide to Acquirer, the United States, and the monitoring trustee the 
following additional information related to Relevant Personnel: Name; 
job title; current salary and benefits including most recent bonus 
paid, aggregate annual compensation, current target or guaranteed 
bonus, if any, any retention agreement or incentives, and any other 
payments due to or promises made to the employee; descriptions of 
reporting relationships, past experience, responsibilities, and 
training and educational histories; lists of all certifications; and 
all job performance evaluations. If LLA is barred by any applicable law 
from providing any of this information, LLA must provide, within 10 
business days following receipt of the request, the requested 
information to the full extent permitted by law and also must provide a 
written explanation of LLA's inability to provide the remaining 
information.
    3. At the request of Acquirer, LLA must promptly make Relevant 
Personnel available for private interviews with Acquirer during normal 
business hours at a mutually agreeable location.
    4. Defendants must not interfere with any effort by Acquirer to 
employ any Relevant Personnel. Interference includes, but is not 
limited to, offering to increase the compensation or improve the 
benefits of Relevant Personnel unless: (a) The offer is part of a 
company-wide increase in compensation or improvement in benefits that 
was announced prior to October 9, 2019; or (b) the offer is approved by 
the United States, in its sole discretion. Defendants' obligations 
under this Paragraph IV.N.4 will expire six months after the 
Divestiture Date.
    5. For Relevant Personnel who elect employment with Acquirer within 
six months of the Divestiture Date, LLA must waive all non-compete and 
non-disclosure agreements, vest all unvested pension and other equity 
rights, provide any pay pro-rata, provide all other compensation and 
benefits that those Relevant Personnel have fully or partially accrued, 
and provide all benefits that those Relevant Personnel otherwise would 
have been provided had the Relevant Personnel continued employment with 
LLA, including any retention bonuses or payments. LLA may maintain 
reasonable restrictions on disclosure by Relevant Personnel of LLA's 
proprietary non-public information that is unrelated to the Divestiture 
Assets and not otherwise required to be disclosed by this Final 
Judgment.
    6. For a period of one year from the Divestiture Date, Defendants 
may not solicit to rehire Relevant Personnel who were hired by Acquirer 
within six months of the Divestiture Date unless (a) an individual is 
terminated or laid off

[[Page 73077]]

by Acquirer or (b) Acquirer agrees in writing that Defendants may 
solicit to rehire that individual. Nothing in this Paragraph IV.N.6 
prohibits Defendants from advertising employment openings using general 
solicitations or advertisements and rehiring Relevant Personnel who 
apply for an employment opening through a general solicitation or 
advertisement.
    O. LLA must warrant to Acquirer that (1) the Divestiture Assets 
will be operational and without material defect on the date of their 
transfer to the Acquirer; (2) there are no material defects in the 
environmental, zoning, or other permits pertaining to the operation of 
the Divestiture Assets; and (3) LLA has disclosed all encumbrances on 
any part of the Divestiture Assets, including on intangible property. 
Following the sale of the Divestiture Assets, LLA must not undertake, 
directly or indirectly, challenges to the environmental, zoning, or 
other permits pertaining to the operation of the Divestiture Assets.
    P. LLA must assign, subcontract, or otherwise transfer all 
contracts, agreements, and customer relationships (or portions of such 
contracts, agreements, and customer relationships) included in the 
Divestiture Assets, including all supply and sales contracts, to 
Acquirer; provided, however, that for any contract or agreement that 
requires the consent of another party to assign, subcontract, or 
otherwise transfer, LLA must use best efforts to accomplish the 
assignment, subcontracting, or transfer. LLA must not interfere with 
any negotiations between Acquirer and a contracting party.
    Q. LLA must make best efforts to assist Acquirer to obtain all 
necessary licenses, registrations, and permits to operate the 
Divestiture Assets. Until Acquirer obtains the necessary licenses, 
registrations, and permits, LLA must provide Acquirer with the benefit 
of LLA's licenses, registrations, and permits to the full extent 
permissible by law.
    R. At the option of Acquirer, and subject to approval by the United 
States, in its sole discretion, on or before the Divestiture Date, LLA 
must enter into a contract to provide transition services for back 
office, billing, provisioning, human resources, accounting, employee 
health and safety, and information technologies services and support 
for a period of up to 18 months on terms and conditions reasonably 
related to market conditions for the provision of transition services. 
The United States, in its sole discretion, may approve one or more 
extensions of any contract for transition services, for a total of up 
to an additional 6 months. If Acquirer seeks an extension of the term 
of any transition services contract, LLA must notify the United States 
in writing at least three months prior to the date the contract for 
transition services expires. Acquirer may terminate a transition 
services contract without cost or penalty at any time upon commercially 
reasonable notice.
    S. For a period of one year following the Divestiture Date, LLA 
must not initiate customer-specific communications to solicit any 
Transferred Customer; provided, however, that: (1) LLA may respond to 
inquiries initiated by Transferred Customers and enter into 
negotiations at the request of such customers (including responding to 
requests for quotation or proposal) to supply any business, whether or 
not such business was included in the Divestiture Assets; and (2) LLA 
must maintain a log of telephonic, electronic, in-person, and other 
communications that constitute inquiries or requests from Transferred 
Customers within the meaning of this Paragraph IV.S and make it 
available to the United States for inspection upon request. For so long 
as this prohibition is in effect, LLA must ensure that its Construction 
Contractors, in performing work on behalf of LLA, do not initiate 
communications with any Transferred Customer unless (1) the Transferred 
Customer is located in a building with multiple tenants and at least 
one of those tenants is not a Transferred Customer; and (2) the 
Transferred Customer is the landlord of the building or otherwise has 
authority to make decisions related to telecommunications services for 
the entire building. For the avoidance of doubt, nothing in this Final 
Judgment prevents LLA from initiating customer-specific communications 
with any AT&T Customer with respect to those services provided by AT&T 
to such customer as of the closing date of the Transaction.
    T. If any term of an agreement between LLA and Acquirer to 
effectuate the divestiture required by this Final Judgment varies from 
a term of this Final Judgment, to the extent that LLA cannot fully 
comply with both, this Final Judgment determines LLA's obligations.

V. Appointment of Divestiture Trustee

    A. If LLA has not divested the Divestiture Assets within the period 
specified in Paragraph IV.A, LLA must immediately notify the United 
States of that fact in writing. Upon motion of the United States, which 
Defendants may not oppose, the Court will appoint a divestiture trustee 
selected by the United States and approved by the Court to effect the 
divestiture of the Divestiture Assets.
    B. After the appointment of a divestiture trustee by the Court, 
only the divestiture trustee will have the right to sell the 
Divestiture Assets. The divestiture trustee will have the power and 
authority to accomplish the divestiture to an Acquirer acceptable to 
the United States, in its sole discretion, at a price and on 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 will have other powers as the Court deems appropriate. 
The divestiture trustee must sell the Divestiture Assets as quickly as 
possible.
    C. LLA may not object to a sale by the divestiture trustee on any 
ground other than malfeasance by the divestiture trustee. Objections by 
LLA must be conveyed in writing to the United States and the 
divestiture trustee within 10 calendar days after the divestiture 
trustee has provided the notice of proposed divestiture required under 
Section VI.
    D. The divestiture trustee will serve at the cost and expense of 
LLA pursuant to a written agreement, on terms and conditions, including 
confidentiality requirements and conflict of interest certifications, 
that are approved by the United States.
    E. The divestiture trustee may hire at the cost and expense of LLA 
any agents or consultants, including investment bankers, attorneys, and 
accountants, that are reasonably necessary in the divestiture trustee's 
judgment to assist with the divestiture trustee's duties. These agents 
or consultants will be accountable solely to the divestiture trustee 
and will serve on terms and conditions, including terms and conditions 
governing confidentiality requirements and conflict-of-interest 
certifications, that are approved by the United States.
    F. The compensation of the divestiture trustee and agents or 
consultants hired by the divestiture trustee must be reasonable in 
light of the value of the Divestiture Assets and based on a fee 
arrangement that provides the divestiture trustee with incentives based 
on the price and terms of the divestiture and the speed with which it 
is accomplished. If the divestiture trustee and LLA are unable to reach 
agreement on the divestiture trustee's compensation or other terms and 
conditions of engagement within 14 calendar days of the appointment of 
the divestiture trustee by the Court, the United States may, in its 
sole discretion,

[[Page 73078]]

take appropriate action, including by making a recommendation to the 
Court. Within three business days of hiring an agent or consultant, the 
divestiture trustee must provide written notice of the hiring and rate 
of compensation to LLA and the United States.
    G. The divestiture trustee must account for all monies derived from 
the sale of the Divestiture Assets sold by the divestiture trustee and 
all costs and expenses incurred. Within 30 calendar days of the 
Divestiture Date, the divestiture trustee must submit that accounting 
to the Court for approval. After approval by the Court of the 
divestiture trustee's accounting, including fees for unpaid services 
and those of agents or consultants hired by the divestiture trustee, 
all remaining money must be paid to LLA and the trust will then be 
terminated.
    H. LLA must use its best efforts to assist the divestiture trustee 
to accomplish the required divestiture. Subject to reasonable 
protection for trade secrets, other confidential research, development, 
or commercial information, or any applicable privileges, LLA must 
provide the divestiture trustee and agents or consultants retained by 
the divestiture trustee with full and complete access to all personnel, 
books, records, and facilities of the Divestiture Assets. LLA also must 
provide or develop financial and other information relevant to the 
Divestiture Assets that the divestiture trustee may reasonably request. 
LLA must not take any action to interfere with or to impede the 
divestiture trustee's accomplishment of the divestiture.
    I. The divestiture trustee must maintain complete records of all 
efforts made to sell the Divestiture Assets, including by filing 
monthly reports with the United States setting forth the divestiture 
trustee's efforts to accomplish the divestiture ordered by this Final 
Judgment. The reports must 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 must describe in detail each 
contact with any such person.
    J. If the divestiture trustee has not accomplished the divestiture 
ordered by this Final Judgment within six months of appointment, the 
divestiture trustee must promptly provide the United States with a 
report setting forth: (1) The divestiture trustee's efforts to 
accomplish the required divestiture; (2) the reasons, in the 
divestiture trustee's judgment, why the required divestiture has not 
been accomplished; and (3) the divestiture trustee's recommendations 
for completing the divestiture. Following receipt of that report, the 
United States may make additional recommendations consistent with the 
purpose of the trust to the Court. The Court thereafter may enter such 
orders as it deems appropriate to carry out the purpose of this Final 
Judgment, which may include extending the trust and the term of the 
divestiture trustee's appointment by a period requested by the United 
States.
    K. The divestiture trustee will serve until divestiture of all 
Divestiture Assets is completed or for a term otherwise ordered by the 
Court.
    L. If the United States determines that the divestiture trustee is 
not acting diligently or in a reasonably cost-effective manner, the 
United States may recommend that the Court appoint a substitute 
divestiture trustee.

VI. Notice of Proposed Divestiture

    A. Within two business days following execution of a definitive 
divestiture agreement, LLA or the divestiture trustee, whichever is 
then responsible for effecting the divestiture, must notify the United 
States of a proposed divestiture required by this Final Judgment. If 
the divestiture trustee is responsible for completing the divestiture, 
the divestiture trustee also must notify LLA. The notice must 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.
    B. Within 15 calendar days of receipt by the United States of this 
notice, the United States may request from Defendants, the proposed 
Acquirer, other third parties, or the divestiture trustee additional 
information concerning the proposed divestiture, the proposed Acquirer, 
and other prospective Acquirers. Defendants and the divestiture trustee 
must furnish the additional information requested within 15 calendar 
days of the receipt of the request unless the United States provides 
written agreement to a different period.
    C. Within 45 calendar days after receipt of the notice required by 
Paragraph VI.A. or within 20 calendar days after the United States has 
been provided the additional information requested pursuant to 
Paragraph VI.B., whichever is later, the United States will provide 
written notice to LLA and any divestiture trustee that states whether 
or not the United States, in its sole discretion, objects to Acquirer 
or any other aspect of the proposed divestiture. Without written notice 
that the United States does not object, a divestiture may not be 
consummated. If the United States provides written notice that it does 
not object, the divestiture may be consummated, subject only to LLA's 
limited right to object to the sale under Paragraph V.C. of this Final 
Judgment. Upon objection by LLA pursuant to Paragraph V.C., a 
divestiture by the divestiture trustee may not be consummated unless 
approved by the Court.
    D. No information or documents obtained pursuant to this Section VI 
may be divulged by the United States to any person other than an 
authorized representative of the executive branch of the United States, 
except in the course of legal proceedings to which the United States is 
a party, including grand-jury proceedings, for the purpose of 
evaluating a proposed Acquirer or securing compliance with this Final 
Judgment, or as otherwise required by law.
    E. In the event of a request by a third party for disclosure of 
information under the Freedom of Information Act, 5 U.S.C. 552, the 
Antitrust Division will act in accordance with that statute, and the 
Department of Justice regulations at 28 CFR part 16, including the 
provision on confidential commercial information, at 28 CFR 16.7. 
Persons submitting information to the Antitrust Division should 
designate the confidential commercial information portions of all 
applicable documents and information under 28 CFR 16.7. Designations of 
confidentiality expire ten years after submission, ``unless the 
submitter requests and provides justification for a longer designation 
period.'' See 28 CFR 16.7(b).
    F. If at the time that a person furnishes information or documents 
to the United States pursuant to this Section VI, that person 
represents and identifies in writing information or documents for which 
a claim of protection may be asserted under Rule 26(c)(1)(G) of the 
Federal Rules of Civil Procedure, and marks each pertinent page of such 
material, ``Subject to claim of protection under Rule 26(c)(1)(G) of 
the Federal Rules of Civil Procedure,'' the United States must give 
that person ten calendar days' notice before divulging the material in 
any legal proceeding (other than a grand-jury proceeding).

[[Page 73079]]

VII. Financing

    Defendants may not finance all or any part of Acquirer's purchase 
of all or part of the Divestiture Assets or Acquirer's exercise of any 
options available under Paragraphs IV.J-IV.M of this Final Judgment.

VIII. Asset Preservation Obligations

    Defendants must take all steps necessary to comply with the Asset 
Preservation Stipulation and Order entered by the Court. Defendants 
must take no action that would jeopardize the divestiture ordered by 
the 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 Divestiture 
Date, each Defendant must deliver to the United States an affidavit, 
signed by that Defendant's Chief Financial Officer and General Counsel, 
describing the fact and manner of that Defendant's compliance with this 
Final Judgment. The United States, in its sole discretion, may approve 
different signatories for the affidavits. Defendant AT&T's obligations 
under this Paragraph IX.A shall cease 30 calendar days after the 
closing of the Transaction.
    B. Each affidavit must include: (1) 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, an interest in the Divestiture Assets and 
describe in detail each contact with such persons during that period; 
(2) a description of the efforts Defendants have taken to solicit 
buyers for and complete the sale of the Divestiture Assets and to 
provide required information to prospective Acquirers; and (3) a 
description of any limitations placed by Defendants on information 
provided to prospective Acquirers. If the information set forth in the 
affidavit is true and complete, objection by the United States to 
information provided by Defendants to prospective Acquirers must be 
made within 14 calendar days of receipt of the affidavit.
    C. Defendants must keep all records of any efforts made to divest 
the Divestiture Assets until one year after the Divestiture Date.
    D. Within 20 calendar days of the filing of the Complaint in this 
matter, Defendants also must deliver to the United States an affidavit 
signed by each Defendant's Chief Financial Officer and General Counsel, 
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. The United States, in its 
sole discretion, may approve different signatories for the affidavits.
    E. If Defendants make any changes to the efforts and actions 
outlined in any earlier affidavits provided pursuant to Paragraph 
IX.D., Defendants must, within 15 calendar days after any change is 
implemented, deliver to the United States an affidavit describing those 
changes.
    F. Defendants must keep all records of any efforts made to preserve 
the Divestiture Assets until one year after the divestiture has been 
completed.

X. Appointment of Monitoring Trustee

    A. Upon motion of the United States, which Defendants cannot 
oppose, the Court will appoint a monitoring trustee selected by the 
United States and approved by the Court.
    B. The monitoring trustee will have the power and authority to 
monitor LLA's compliance with the terms of this Final Judgment and the 
Asset Preservation Stipulation and Order entered by the Court and will 
have other powers as the Court deems appropriate. The monitoring 
trustee will have no responsibility or obligation for operation of the 
Divestiture Assets.
    C. LLA may not object to actions taken by the monitoring trustee in 
fulfillment of the monitoring trustee's responsibilities under any 
Order of the Court on any ground other than malfeasance by the 
monitoring trustee. Objections by LLA must be conveyed in writing to 
the United States and the monitoring trustee within ten calendar days 
of the monitoring trustee's action that gives rise to LLA's objection.
    D. The monitoring trustee will serve at the cost and expense of LLA 
pursuant to a written agreement with LLA and on terms and conditions, 
including terms and conditions governing confidentiality requirements 
and conflict of interest certifications, that are approved by the 
United States.
    E. The monitoring trustee may hire, at the cost and expense of LLA, 
any agents and consultants, including investment bankers, attorneys, 
and accountants, that are reasonably necessary in the monitoring 
trustee's judgment to assist with the monitoring trustee's duties. 
These agents or consultants will be solely accountable to the 
monitoring trustee and will serve on terms and conditions, including 
terms and conditions governing confidentiality requirements and 
conflict-of-interest certifications, that are approved by the United 
States.
    F. The compensation of the monitoring trustee and agents or 
consultants retained by the monitoring trustee must be on reasonable 
and customary terms commensurate with the individuals' experience and 
responsibilities. If the monitoring trustee and LLA are unable to reach 
agreement on the monitoring trustee's compensation or other terms and 
conditions of engagement within 14 calendar days of the appointment of 
the monitoring trustee, the United States, in its sole discretion, may 
take appropriate action, including by making a recommendation to the 
Court. Within three business days of hiring any agents or consultants, 
the monitoring trustee must provide written notice of the hiring and 
the rate of compensation to LLA and the United States.
    G. The monitoring trustee must account for all costs and expenses 
incurred.
    H. LLA must use its best efforts to assist the monitoring trustee 
to monitor LLA's compliance with their obligations under this Final 
Judgment and the Asset Preservation Stipulation and Order. Subject to 
reasonable protection for trade secrets, other confidential research, 
development, or commercial information, or any applicable privileges, 
LLA must provide the monitoring trustee and agents or consultants 
retained by the monitoring trustee with full and complete access to all 
personnel, books, records, and facilities of the Divestiture Assets. 
LLA may not take any action to interfere with or to impede 
accomplishment of the monitoring trustee's responsibilities.
    I. The monitoring trustee must investigate and report on LLA's 
compliance with this Final Judgment and the Asset Preservation 
Stipulation and Order. The monitoring trustee must provide periodic 
reports to the United States setting forth LLA's efforts to comply with 
their obligations under this Final Judgment and under the Asset 
Preservation Stipulation and Order. The United States, in its sole 
discretion, will set the frequency of the monitoring trustee's reports.
    J. The monitoring trustee will serve until the expiration of this 
Final Judgment, unless the United States in its sole discretion, 
determines a shorter period is appropriate.
    K. If the United States determines that the monitoring trustee is 
not acting diligently or in a reasonably cost-effective manner, the 
United States may recommend that the Court appoint a substitute.

[[Page 73080]]

XI. Firewall

    LLA must implement and maintain reasonable procedures to prevent 
competitively sensitive information from being disclosed, by or through 
implementation and execution of the obligations in this Final Judgment 
or any associated agreements, between LLA employees involved in LLA's 
relationship with Acquirer and any other employee of LLA. For example, 
the employees of LLA tasked with providing transition services must not 
share any competitively sensitive information of Acquirer with any 
other employee of LLA.
    LLA must, within 30 business days of the entry of the Asset 
Preservation Stipulation and Order, submit to the United States (and, 
if one has been appointed, the monitoring trustee) a document setting 
forth in detail the procedures implemented to effect compliance with 
this Section XI. Upon receipt of the document, the United States will 
inform LLA within 30 business days whether, in its sole discretion, it 
approves of or rejects LLA's compliance plan. Within ten business days 
of receiving a notice of rejection, LLA must submit a revised 
compliance plan. The United States may request that this Court 
determine whether LLA's proposed compliance plan fulfills the 
requirements of this Section XI.

XII. Compliance Inspection

    A. For the purposes of determining or securing compliance with this 
Final Judgment or of related orders such as the Asset Preservation 
Stipulation and Order or of determining whether this Final Judgment 
should be modified or vacated, upon written request of an authorized 
representative of the Assistant Attorney General for the Antitrust 
Division, and reasonable notice to Defendants, Defendants must permit, 
from time to time and subject to legally recognized privileges, 
authorized representatives, including agents retained by the United 
States:
    1. To have access during Defendants' office hours to inspect and 
copy, or at the option of the United States, to require Defendants to 
provide 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 must 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 for the Antitrust Division, Defendants must 
submit written reports or respond to written interrogatories, under 
oath if requested, relating to any of the matters contained in this 
Final Judgment.
    C. No information or documents obtained pursuant to this Section 
XII may be divulged by the United States to any person other than an 
authorized representative of the executive branch of the United States, 
except in the course of legal proceedings to which the United States is 
a party, including grand jury proceedings, for the purpose of securing 
compliance with this Final Judgment, or as otherwise required by law.
    D. In the event of a request by a third party for disclosure of 
information under the Freedom of Information Act, 5 U.S.C. 552, the 
Antitrust Division will act in accordance with that statute, and the 
Department of Justice regulations at 28 CFR part 16, including the 
provision on confidential commercial information, at 28 CFR 16.7. 
Defendants submitting information to the Antitrust Division should 
designate the confidential commercial information portions of all 
applicable documents and information under 28 CFR 16.7. Designations of 
confidentiality expire ten years after submission, ``unless the 
submitter requests and provides justification for a longer designation 
period.'' See 28 CFR 16.7(b).
    E. If at the time that Defendants furnish information or documents 
to the United States pursuant to this Section XII, Defendants represent 
and identify in writing information or documents for 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,'' the United States must give 
Defendants ten calendar days' notice before divulging the material in 
any legal proceeding (other than a grand jury proceeding).

XIII. No Reacquisition

    During the term of this Final Judgment, LLA may not reacquire any 
part of or any interest in the Divestiture Assets or any AT&T Aerial 
Fiber Core Segment purchased by Acquirer.

XIV. Retention of Jurisdiction

    The Court retains jurisdiction to enable any party to this Final 
Judgment to apply to the 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.

XV. Enforcement of Final Judgment

    A. The United States retains and reserves all rights to enforce the 
provisions of this Final Judgment, including the right to seek an order 
of contempt from the Court. Defendants agree that in a civil contempt 
action, a motion to show cause, or a similar action brought by the 
United States regarding an alleged violation of this Final Judgment, 
the United States may establish a violation of this Final Judgment and 
the appropriateness of a remedy therefor by a preponderance of the 
evidence, and Defendants waive any argument that a different standard 
of proof should apply.
    B. This Final Judgment should be interpreted to give full effect to 
the procompetitive purposes of the antitrust laws and to restore the 
competition the United States alleged was harmed by the challenged 
conduct. Defendants agree that they may be held in contempt of, and 
that the Court may enforce, any provision of this Final Judgment that, 
as interpreted by the Court in light of these procompetitive principles 
and applying ordinary tools of interpretation, is stated specifically 
and in reasonable detail, whether or not it is clear and unambiguous on 
its face. In any such interpretation, the terms of this Final Judgment 
should not be construed against either party as the drafter.
    C. In an enforcement proceeding in which the Court finds that 
Defendants have violated this Final Judgment, the United States may 
apply to the Court for a one-time extension of this Final Judgment, 
together with other relief that may be appropriate. In connection with 
a successful effort by the United States to enforce this Final Judgment 
against a Defendant, whether litigated or resolved before litigation, 
that Defendant agrees to reimburse the United States for the fees and 
expenses of its attorneys, as well as all other costs including 
experts' fees, incurred in connection with that enforcement effort, 
including in the investigation of the potential violation.
    D. For a period of four years following the expiration of this 
Final Judgment, if the United States has evidence that a Defendant 
violated this Final Judgment before it expired, the United States may 
file an action against that Defendant in this Court requesting that the 
Court order: (1) Defendant to comply with the terms of this Final 
Judgment for an additional term of at least four years

[[Page 73081]]

following the filing of the enforcement action; (2) all appropriate 
contempt remedies; (3) additional relief needed to ensure the Defendant 
complies with the terms of this Final Judgment; and (4) fees or 
expenses as called for by this Section XV.

XVI. Expiration of Final Judgment

    Unless the Court grants an extension, this Final Judgment will 
expire ten years from the date of its entry, except that after five 
years from the date of its entry, this Final Judgment may be terminated 
upon notice by the United States to the Court and Defendants that the 
divestiture has been completed and the continuation of this Final 
Judgment is no longer necessary or in the public interest.

XVII. 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 by making available to the 
public copies of this Final Judgment and the Competitive Impact 
Statement, public comments thereon, and any response to comments by the 
United States. Based upon the record before the Court, which includes 
the Competitive Impact Statement and, if applicable, any comments and 
response to comments filed with the Court, entry of this Final Judgment 
is in the public interest.

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

United States District Court for the District of Columbia

    United States of America, Plaintiff, v. Liberty Latin America 
LTD., et al. Defendants.

Civil Action No. 1:20-cv-03064-TNM

Competitive Impact Statement

    The United States of America, under Section 2(b) of the Antitrust 
Procedures and Penalties Act, 15 U.S.C. 16(b)-(h) (the ``APPA'' or 
``Tunney Act''), 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

    Defendant Liberty Latin America Ltd. (``Liberty'') and Defendant 
AT&T Inc. (``AT&T'') entered into an agreement, dated October 9, 2019, 
pursuant to which Liberty would acquire the assets of AT&T's wireless 
and wireline telecommunications businesses in Puerto Rico and the 
United States Virgin Islands. The United States filed a civil antitrust 
Complaint on October 23, 2020, seeking to enjoin the proposed 
acquisition. The Complaint alleges that the likely effect of this 
acquisition would be to substantially lessen competition in the market 
for the provision of fiber-based connectivity and telecommunications 
services to enterprise customers in Puerto Rico, in violation of 
Section 7 of the Clayton Act, 15 U.S.C. 18.
    At the same time the Complaint was filed, the United States filed 
an Asset Preservation Stipulation and Order and proposed Final 
Judgment, which are designed to remedy the loss of competition in 
Puerto Rico alleged in the Complaint. Liberty does not compete with 
AT&T in the U.S. Virgin Islands. Under the proposed Final Judgment, 
which is explained more fully below, Liberty is required to divest the 
fiber-based Columbus network in the metropolitan San Juan area, and 
additional fiber assets, including fiber facilities and indefeasible 
rights of use, on Liberty's fiber-optic network across the rest of 
Puerto Rico (the ``Divestiture Assets'') to a third-party acquirer. 
Under the terms of the Asset Preservation Stipulation and Order, 
Defendants will take certain steps to ensure that the Divestiture 
Assets are operated as ongoing, economically viable competitive assets 
and will preserve and maintain the Divestiture Assets and AT&T's aerial 
fiber-optic core network during the pendency of the required 
divestiture. In addition, the proposed Final Judgment requires Liberty 
to provide the acquirer with several options that would allow the 
acquirer to broaden the reach of its fiber-optic network.
    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered after compliance with the APPA. Entry of 
the proposed Final Judgment will terminate this action, except that the 
Court will retain jurisdiction to construe, modify, or enforce the 
provisions of the proposed Final Judgment and to punish violations 
thereof.

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

A. The Defendants and the Proposed Transaction

    Liberty--a Bermuda corporation with its executive offices in 
Denver, Colorado--is a leading telecommunications provider in Latin 
America and the Caribbean. Across this region, Liberty provides video 
services, internet access, and home telephony services to more than 6 
million subscribers and provides mobile wireless service to 
approximately 3.6 million subscribers. Liberty generates approximately 
$3.9 billion in annual revenues. Through its subsidiary Liberty 
Communications of Puerto Rico LLC (``LCPR''), Liberty operates the 
largest cable company in Puerto Rico. In 2016, Liberty expanded its 
Puerto Rico operations by acquiring Cable & Wireless Communications 
Plc, which controlled Columbus International Inc., a leading provider 
of fiber-based connectivity and telecommunications services on the 
island. Today, Liberty operates a network that includes more than 3,000 
route miles of fiber-optic facilities in Puerto Rico. Liberty uses this 
network to provide fiber-based connectivity and telecommunications 
services to enterprise customers located throughout the island.
    AT&T--a Delaware corporation headquartered in Dallas, Texas--is a 
leading provider of telecommunications, media, and technology services 
globally. AT&T generates approximately $180 billion in annual revenues. 
Beyond its well-known mobile wireless and residential 
telecommunications businesses, AT&T is also one of the largest 
providers of telecommunications services to enterprise customers in the 
United States. AT&T entered the Puerto Rico market in 2009 through its 
acquisition of the wireless and wireline operations of Centennial 
Communications Corp. Today, AT&T provides fiber-based connectivity and 
telecommunications services to enterprise customers across Puerto Rico 
over a network that includes over 3,500 route miles of fiber-optic 
facilities.
    On October 9, 2019, Liberty announced that it had agreed to 
purchase AT&T's wireless and wireline telecommunications operations in 
Puerto Rico and the U.S. Virgin Islands for $1.95 billion in cash. Upon 
closing of the transaction, Liberty would take ownership of certain 
AT&T assets in Puerto Rico, including its wireless and wireline 
networks, wireless spectrum, contracts, real estate, and most of AT&T's 
customer relationships on the island.\2\
---------------------------------------------------------------------------

    \2\ The transaction does not include AT&T's DIRECTV assets in 
Puerto Rico, any submarine cables and landing stations, certain 
``global'' customer contracts, or spectrum in the 3650-3700 MHz and 
39 GHz ranges.

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[[Page 73082]]

B. Anticompetitive Effects of the Proposed Transaction

1. Relevant Markets
    As alleged in the complaint, the provision of fiber-based 
connectivity and telecommunications services to enterprise customers is 
a relevant product market under Section 7 of the Clayton Act. Wireline 
telecommunications services provided over fiber-optic networks 
generally provide a higher level of quality and reliability than other 
types of wireline telecommunications services, such as those provided 
over legacy copper telephone network facilities or coaxial cable 
facilities. Enterprise customers--including business of all sizes and 
other institutions, such as universities, hospitals, and government 
agencies--generally require higher-quality and more-reliable 
telecommunications services than the residential telecommunications 
services that are purchased by consumers. For example, many enterprise 
customers require very high levels of dedicated bandwidth to allow them 
to transmit large volumes of data among their offices, and many require 
services that offer penalty-backed service quality guarantees in order 
to ensure business continuity. Fiber-based services often carry these 
features. Accordingly, many enterprise customers depend on fiber-based 
services to enable their day-to-day operations.
    Enterprise customers that purchase fiber-based connectivity and 
telecommunications services would not turn to other connectivity 
technologies (such as copper or coaxial cable) in sufficient numbers to 
make a small but significant increase in price of fiber-based 
connectivity and telecommunications services unprofitable for a 
hypothetical monopolist provider of these services. Thus, as alleged in 
the Complaint, the provision of fiber-based connectivity and 
telecommunications services to enterprise customers constitutes a 
relevant product market and line of commerce under Section 7 of the 
Clayton Act, 15 U.S.C. 18.
    The Complaint alleges that the relevant geographic market under 
Section 7 of the Clayton Act is no larger than the island of Puerto 
Rico. The relevant geographic market is best defined by the locations 
of the customers who purchase fiber-based connectivity and 
telecommunications services. Enterprise customers located in Puerto 
Rico purchase fiber-based connectivity and telecommunications services 
from providers that can provide service to their locations. Enterprise 
customers located in Puerto Rico are unlikely to move their offices or 
other buildings in order to purchase fiber-based connectivity and 
telecommunications services from firms that do not offer service to 
their locations. For these reasons, a hypothetical monopolist of fiber-
based connectivity and telecommunications services for enterprise 
customers in Puerto Rico likely would increase its prices in that 
market by at least a small but significant and non-transitory amount. 
Therefore, Puerto Rico is a relevant geographic market and ``section of 
the country'' within the meaning of Section 7 of the Clayton Act, 15 
U.S.C. 18.
2. Competitive Effects
    Liberty and AT&T possess two of the three most extensive fiber-
based networks in Puerto Rico. Each owns thousands of last-mile fiber 
connections, fiber facilities in municipalities across the island, and 
a fiber-optic ``ring'' that connects the municipalities to one another. 
The only other provider with a comparable fiber-based network is the 
incumbent local telephone company on the island, Puerto Rico Telephone 
Company, Inc., which does business as ``Claro.''
    Together, Liberty, AT&T, and Claro account for the vast majority of 
sales of fiber-based connectivity and telecommunications services to 
enterprise customers in Puerto Rico. While other providers offer 
service in Puerto Rico, they collectively account for a small fraction 
of sales. These smaller providers generally do not own networks of 
sufficient scale to enable them to compete effectively in many parts of 
the island. In light of the large share of enterprise customers served 
by Liberty, AT&T, and Claro, this market is highly concentrated as that 
term is defined by the U.S. Department of Justice and Federal Trade 
Commission's Horizontal Merger Guidelines.\3\
---------------------------------------------------------------------------

    \3\ See U.S. Department of Justice and Federal Trade Commission, 
Horizontal Merger Guidelines, at 19 (issued Aug. 19, 2020) (defining 
``highly concentrated markets'' as those in which the Herfindahl-
Hirschman Index exceeds 2500), available at https://www.justice.gov/sites/default/files/atr/legacy/2010/08/19/hmg-2010.pdf.
---------------------------------------------------------------------------

    As alleged in the Complaint, Liberty and AT&T compete directly with 
one another in this highly concentrated market. For many buildings on 
the island, Liberty and AT&T are either the only two providers, or two 
of only three providers, that own a last-mile fiber connection to the 
building. For many other buildings, Liberty and AT&T are the only two 
providers, or two of only three providers, with fiber located close 
enough to the building to be able to construct such a connection 
economically. Some enterprise customers purchase service for individual 
locations. Many customers, however, have multiple locations spread 
throughout Puerto Rico and demand service from a single provider that 
can serve all of their locations over its network. Given the breadth of 
their networks, Liberty and AT&T compete particularly closely for these 
customers.\4\
---------------------------------------------------------------------------

    \4\ A provider that does not own a last-mile connection to a 
particular customer location can serve enterprise customers at that 
location by purchasing a last-mile connection from a wholesale 
provider. However, providers that do not own island-wide networks, 
including a significant number of last-mile connections, are limited 
in their competitiveness because they are reliant on their wholesale 
providers for fiber-based connectivity and constrained by the terms 
set by those providers.
---------------------------------------------------------------------------

    Competition between Liberty and AT&T for enterprise customers takes 
several forms. In some instances, Liberty or AT&T offers promotional 
rates or discounts in order to attract customers away from the other. 
In other instances, customers can extract concessions from Liberty or 
AT&T by threatening to switch to the other. Liberty or AT&T may also 
construct new fiber facilities in order to attract customers away from 
the other. Enterprise customers throughout Puerto Rico have experienced 
the benefit of this competition in the form of lower prices and higher-
quality services.
    According to the Complaint, without the proposed remedy, the 
acquisition of AT&T's wireline telecommunications operations in Puerto 
Rico by Liberty would represent a loss of this competition. The highly 
concentrated market for the provision of fiber-based connectivity and 
telecommunications services to enterprise customers in Puerto Rico 
would become even more concentrated, leading to a presumption under the 
Horizontal Merger Guidelines that the proposed transaction would likely 
enhance market power.\5\ The loss of Liberty and AT&T as independent 
competitors would leave many customers with only one alternative 
provider and others with no competitive choice at all. This change 
would likely result in increased prices and lower-quality services for 
enterprise customers across the island.
---------------------------------------------------------------------------

    \5\ See Horizontal Merger Guidelines at 19 (explaining that 
``[m]ergers resulting in highly concentrated markets that involve an 
increase in the HHI of more than 200 points will be presumed to be 
likely to enhance market power'').
---------------------------------------------------------------------------

    The entry of new competitors in the relevant market is unlikely to 
prevent or remedy the proposed transaction's anticompetitive effects. 
Barriers to entry

[[Page 73083]]

include (i) the substantial amount of time and expense required to 
construct a fiber-optic network, (ii) the need for a firm seeking to 
construct such a network to obtain the permits and approvals required 
to do so, (iii) the significant level of expertise required to 
successfully offer telecommunications services to enterprise customers, 
and (iv) the need for a provider to establish a brand and reputation 
that would allow enterprise customers to entrust the provider with 
supporting their day-to-day operations. In addition, the proposed 
transaction would be unlikely to generate verifiable, merger-specific 
efficiencies sufficient to reverse or outweigh the anticompetitive 
effects that are likely to occur.

III. Explanation of the Proposed Final Judgment

    The relief required by the proposed Final Judgment will remedy the 
loss of competition alleged in the Complaint by establishing an 
independent and economically viable competitor in the market for the 
provision of fiber-based connectivity and telecommunications services 
to enterprise customers in Puerto Rico. Paragraph IV.A of the proposed 
Final Judgment requires Liberty, within 30 calendar days after the 
entry of the Asset Preservation Stipulation and Order by the Court, to 
divest the Divestiture Assets, subject to extension if regulatory 
approval from another government entity is required.\6\ The assets must 
be divested in such a way as to satisfy the United States in its sole 
discretion that they can and will be operated by the purchaser as a 
viable, ongoing business that can compete effectively in the market for 
the provision of fiber-based connectivity and telecommunications 
services to enterprise customers in Puerto Rico. Defendants must take 
all reasonable steps necessary to accomplish the divestiture quickly 
and must cooperate with the acquirer.
---------------------------------------------------------------------------

    \6\ See Proposed Final Judgment ] 4.B. In this instance, the 
United States expects that Defendants will be required to seek 
approval from the Federal Communications Commission, which will 
likely affect the timing of the divestiture.
---------------------------------------------------------------------------

    Liberty has reached an agreement to divest the Divestiture Assets 
to WorldNet Telecommunications, Inc. (``WorldNet''). The terms of the 
proposed Final Judgment govern the divestiture to WorldNet and also 
would govern in the event that Defendants were to divest the 
Divestiture Assets to a different acquirer approved by the United 
States.

A. Divestiture Assets

    The Divestiture Assets include the Columbus Divestiture Assets, the 
LCPR Divestiture Assets, and the LCPR IRU.
    The Columbus Divestiture Assets include the fiber-optic Columbus 
network in the San Juan metropolitan area. Liberty acquired this 
network as part of its 2016 acquisition of Cable & Wireless 
Communications and currently uses it to serve enterprise customers. The 
Columbus Divestiture Assets include the accounts of enterprise 
customers that Liberty serves over this network, subject to limited 
exceptions.
    The LCPR Divestiture Assets include certain components of Liberty's 
LCPR network, which is distinct from the Columbus network. Liberty uses 
the LCPR network both to provide fiber-based services to enterprise 
customers and to serve Liberty's other customers in Puerto Rico, such 
as residential cable customers, which Liberty will continue serving 
after closing of the divestiture. The LCPR Divestiture Assets include 
the accounts of enterprise customers to which Liberty provides fiber-
based services over the LCPR network, subject to limited exceptions, as 
well as Liberty's network facilities that are used to serve those 
customers exclusively. The LCPR Divestiture Assets do not include 
shared network facilities that are used by Liberty both to serve the 
customers being transferred and to serve Liberty's other customers on 
the island. These shared network facilities are covered by the LCPR 
IRU.
    The LCPR IRU provides the acquirer with an indefeasible right to 
use these shared assets to provide fiber-based connectivity and 
telecommunications services for a fixed term of years. Paragraph IV.E 
of the proposed Final Judgment specifies, among other things, that the 
LCPR IRU must include all rights and interests necessary to enable the 
acquirer to provide such services; must provide the acquirer with 
repair, maintenance, and installation capabilities of the same quality 
and speed that LCPR utilizes for its own network; and must not require 
Acquirer to pay a monthly or other recurring fee to preserve or make 
use of its rights.

B. Acquirer Options

    The proposed Final Judgment also requires Liberty to provide the 
acquirer with several options that would allow the acquirer to broaden 
the reach of its fiber-optic network. Paragraph IV.J requires Liberty 
to provide the acquirer with the option to acquire AT&T's aerial fiber-
optic core network on a segment-by-segment basis within three years 
after the closing of the divestiture. Paragraph IV.K requires Liberty 
to maintain the full economic viability, marketability, and 
competitiveness of these segments until Liberty makes them available 
for the acquirer to purchase. Paragraph IV.L requires Liberty to 
provide the acquirer with the option to attach fiber-optic facilities 
to Liberty's telephone poles at any time during the term of the Final 
Judgment on commercially reasonable terms comparable to those found in 
Liberty's other pole attachment agreements. Paragraph IV.M requires 
Liberty to provide the acquirer with the option to acquire space in 
Liberty's underground conduit and deploy fiber optic facilities therein 
at any time within three years of the closing of the divestiture. The 
acquirer may choose to use these options to expand the fiber-optic 
network that it acquires as part of the Divestiture Assets and reduce 
its reliance on the LCPR IRU over time.

C. Other Obligations

    In order to preserve competition and facilitate the success of the 
acquirer, the proposed Final Judgment contains additional obligations 
for the Defendants.
    Paragraph IV.N requires Liberty to facilitate the acquirer's 
efforts to hire certain employees. Specifically, this paragraph 
requires Liberty to provide the acquirer with organization charts and 
information relating to certain employees and to make them available 
for interviews. It also provides that Liberty must not interfere with 
any negotiations by the acquirer to hire these employees. In addition, 
for employees who elect employment with the Acquirer, Liberty must 
waive all non-compete and non-disclosure agreements, vest all unvested 
pension and other equity rights, provide any pay pro-rata, provide all 
compensation and benefits that those employees have fully or partially 
accrued, and provide all benefits that those employees otherwise would 
have been provided had those employees continued employment with 
Liberty, including but not limited to any retention bonuses or 
payments. In addition, the Defendants may not solicit to hire any 
employees who elect employment with the acquirer, unless that 
individual is terminated or laid off by the acquirer or the acquirer 
agrees in writing that the Defendants may solicit or hire that 
individual. The non-solicitation period runs for six months from the 
date of the divestiture.
    Paragraph IV.P facilitates the transfer to the acquirer of 
customers and other contractual relationships that are included within 
the Divestiture Assets. Liberty must transfer all contracts,

[[Page 73084]]

agreements, and relationships to the Acquirer and must make best 
efforts to assign, subcontract, or otherwise transfer contracts or 
agreements that require the consent of another party before assignment, 
subcontracting, or other transfer.
    Paragraph IV.R of the proposed Final Judgment requires Liberty, at 
the acquirer's option, to enter into a transition services agreement 
for back office, billing, provisioning, human resources, accounting, 
employee health and safety, and information technology services and 
support for the Divestiture Assets for a period of up to 18 months. The 
paragraph further provides that the United States, in its sole 
discretion, may approve one or more extensions of this transition 
services agreement for a total of up to an additional six months.
    Paragraph IV.S prohibits Liberty from initiating customer-specific 
communications to solicit any customer transferred to the acquirer in 
connection with the divestiture for a period of one year following the 
divestiture. Liberty may respond to inquiries initiated by such 
customers and enter into negotiations at the request of such customers, 
but it must maintain a log of any such inquiries and requests. Liberty 
must also ensure that its construction contractors do not initiate any 
communications with such customers, except in specified circumstances. 
This paragraph does not prevent Liberty from initiating customer-
specific communications with any AT&T customer with respect to those 
services provided by AT&T to such customer as of the closing of 
Liberty's acquisition of AT&T's operations. This paragraph will help 
the acquirer establish and maintain important customer relationships.
    Paragraph XI.A requires Liberty to implement a firewall to prevent 
the acquirer's information from being used by other parts of Liberty's 
business. Specifically, Liberty must implement and maintain reasonable 
procedures to prevent competitively sensitive information from being 
disclosed, by or through implementation and execution of the 
obligations in the Final Judgment or any associated agreements, between 
Liberty's employees involved in Liberty's relationship with Acquirer 
and any other employee of Liberty. Under Paragraph XI.B, Liberty must, 
within 30 days of the entry of the Asset Preservation Stipulation and 
Order, submit a document setting forth in detail the procedures 
implemented to effect compliance with Section XI. The United States 
will determine, in its sole discretion, whether to approve or reject 
Liberty's proposed compliance plan.

D. Monitoring Trustee

    The proposed Final Judgment provides that the United States may 
appoint a monitoring trustee with the power and authority to 
investigate and report on Liberty's compliance with the terms of the 
proposed Final Judgment and the Asset Preservation Stipulation and 
Order during the pendency of the divestiture, including the terms 
governing the sale of the Divestiture Assets and the options described 
above. The monitoring trustee will not have any responsibility or 
obligation for the operation of Liberty's business. The monitoring 
trustee will serve at Liberty's expense, on such terms and conditions 
as the United States approves, and Liberty must assist the monitoring 
trustee in fulfilling its obligations. The monitoring trustee will 
provide periodic reports to the United States and will serve until the 
expiration of the Final Judgment, unless the United States, in its sole 
discretion, determines a shorter period is appropriate.

E. Divestiture Trustee

    If Liberty does not accomplish the divestiture within the period 
prescribed in Paragraph IV.A of the proposed Final Judgment, Section V 
of the proposed Final Judgment provides that the Court will appoint a 
divestiture trustee selected by the United States to effect the 
divestiture. If a divestiture trustee is appointed, the proposed Final 
Judgment provides that Liberty will pay all costs and expenses of the 
trustee. The divestiture trustee's commission will be structured so as 
to provide an incentive for the trustee based on the price obtained and 
the speed with which the divestiture is accomplished. After the 
divestiture trustee's appointment becomes effective, the trustee will 
provide monthly reports to the United States setting forth his or her 
efforts to accomplish the divestiture. If the divestiture has not been 
accomplished within six months of the divestiture trustee's 
appointment, the divestiture trustee and the United States may make 
recommendations to the Court, which will enter such orders as 
appropriate, in order to carry out the purpose of the Final Judgment, 
including by extending the trust or the term of the divestiture 
trustee's appointment.

F. Enforcement Provisions

    The proposed Final Judgment also contains provisions designed to 
promote compliance and make enforcement of the Final Judgment as 
effective as possible. Paragraph XV.A provides that the United States 
retains and reserves all rights to enforce the Final Judgment, 
including the right to seek an order of contempt from the Court. Under 
the terms of this paragraph, Defendants have agreed that in any civil 
contempt action, any motion to show cause, or any similar action 
brought by the United States regarding an alleged violation of the 
Final Judgment, the United States may establish the violation and the 
appropriateness of any remedy by a preponderance of the evidence and 
that Defendants have waived any argument that a different standard of 
proof should apply. This provision aligns the standard for compliance 
with the Final Judgment with the standard of proof that applies to the 
underlying offense that the Final Judgment addresses.
    Paragraph XV.B provides additional clarification regarding the 
interpretation of the provisions of the proposed Final Judgment. The 
proposed Final Judgment is intended to restore competition that the 
United States alleges would otherwise be harmed by the transaction. 
Defendants agree that they will abide by the proposed Final Judgment, 
and that they may be held in contempt of this Court for failing to 
comply with any provision of the proposed Final Judgment that is stated 
specifically and in reasonable detail, as interpreted in light of this 
procompetitive purpose.
    Paragraph XV.C of the proposed Final Judgment provides that if the 
Court finds in an enforcement proceeding that a Defendant has violated 
the Final Judgment, the United States may apply to the Court for a one-
time extension of the Final Judgment, together with such other relief 
as may be appropriate. In addition, to compensate American taxpayers 
for any costs associated with investigating and enforcing violations of 
the Final Judgment, Paragraph XV.C provides that in any successful 
effort by the United States to enforce the Final Judgment against a 
Defendant, whether litigated or resolved before litigation, that 
Defendants will reimburse the United States for attorneys' fees, 
experts' fees, and other costs incurred in connection with any effort 
to enforce the Final Judgment, including the investigation of the 
potential violation.
    Paragraph XV.D states that the United States may file an action 
against a Defendant for violating the Final Judgment for up to four 
years after the Final Judgment has expired or been terminated. This 
provision is meant to address circumstances such as when evidence that 
a violation of the Final Judgment occurred during the term of the Final 
Judgment is not discovered until after the Final Judgment has expired 
or been terminated or when there is not sufficient time for the United 
States to complete an

[[Page 73085]]

investigation of an alleged violation until after the Final Judgment 
has expired or been terminated. This provision, therefore, makes clear 
that, for four years after the Final Judgment has expired or been 
terminated, the United States may still challenge a violation that 
occurred during the term of the Final Judgment.
    Finally, Section XVI of the proposed Final Judgment provides that 
the Final Judgment will expire ten years from the date of its entry, 
except that after five years from the date of its entry, the Final 
Judgment may be terminated upon notice by the United States to the 
Court and Defendants that the divestiture has been completed and that 
continuation of the Final Judgment is no longer necessary or in the 
public interest.

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 neither impairs 
nor assists 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 U.S. 
Department of Justice, which remains free to withdraw its consent to 
the proposed Final Judgment at any time before the Court's entry of the 
Final Judgment. The comments and the response of the United States will 
be filed with the Court. In addition, comments will be posted on the 
U.S. Department of Justice, Antitrust Division's internet website and, 
under certain circumstances, published in the Federal Register.
    Written comments should be submitted to: Scott Scheele, Chief, 
Telecommunications and Broadband Section, Antitrust Division, U.S. 
Department of Justice, 450 Fifth Street NW, Suite 7000, Washington, DC 
20530, [email protected].
    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

    As an alternative to the proposed Final Judgment, the United States 
considered a full trial on the merits against Defendants. The United 
States could have continued the litigation and sought preliminary and 
permanent injunctions against Liberty's acquisition of AT&T's wireless 
and wireline assets in Puerto Rico and the U.S. Virgin Islands. The 
United States is satisfied, however, that the divestiture of assets 
described in the proposed Final Judgment will remedy the 
anticompetitive effects alleged in the Complaint, preserving 
competition for the provision of fiber-based connectivity and 
telecommunications services to enterprise customers in Puerto Rico. 
Thus, the proposed Final Judgment achieves all or substantially all of 
the relief the United States would have obtained through litigation, 
but avoids the time, expense, and uncertainty of a full trial on the 
merits of 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 (D.C. Cir. 1995); United States v. U.S. Airways Grp., 
Inc., 38 F. Supp. 3d 69, 75 (D.D.C. 2014) (explaining that the 
``court's inquiry is limited'' in Tunney Act settlements); United 
States v. InBev N.V./S.A., No. 08-1965 (JR), 2009 U.S. Dist. LEXIS 
84787, at *3 (D.D.C. Aug. 11, 2009) (noting that a court's review of a 
consent judgment is limited and only inquires ``into whether the 
government's determination that the proposed remedies will cure the 
antitrust violations alleged in the complaint was reasonable, and 
whether the mechanism to enforce the final judgment are clear and 
manageable'').
    As the U.S. Court of Appeals for the District of Columbia Circuit 
has held, under the APPA a court considers, among other things, the 
relationship between the remedy secured and the specific allegations in 
the government's complaint, whether the proposed Final Judgment is 
sufficiently clear, whether its enforcement mechanisms are sufficient, 
and whether it may positively harm third parties. See Microsoft, 56 
F.3d at 1458-62. With respect to the adequacy of the relief secured by 
the proposed Final Judgment, a court may not ``make de novo 
determination of facts and issues.'' United States v. W. Elec. Co., 993 
F.2d 1572, 1577 (D.C. Cir. 1993) (quotation marks omitted); see also 
Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 152 F. 
Supp. 2d 37, 40 (D.D.C. 2001); United States v. Enova Corp., 107 F. 
Supp. 2d 10, 16 (D.D.C. 2000); InBev, 2009 U.S. Dist. LEXIS 84787, at 
*3. Instead, ``[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.'' W. 
Elec. Co., 993

[[Page 73086]]

F.2d at 1577 (quotation marks omitted). ``The court should bear in mind 
the flexibility of the public interest inquiry: the court's function is 
not to determine whether the resulting array of rights and liabilities 
is one that will best serve society, but only to confirm that the 
resulting settlement is within the reaches of the public interest.'' 
Microsoft, 56 F.3d at 1460 (quotation marks omitted); see also United 
States v. Deutsche Telekom AG, No. 19-2232 (TJK), 2020 WL 1873555, at 
*7 (D.D.C. Apr. 14, 2020). More demanding requirements would ``have 
enormous practical consequences for the government's ability to 
negotiate future settlements,'' contrary to congressional intent. Id. 
at 1456. ``The Tunney Act was not intended to create a disincentive to 
the use of the consent decree.'' Id.
    The United States' predictions about the efficacy of the remedy are 
to be afforded deference by the Court. See, e.g., Microsoft, 56 F.3d at 
1461 (recognizing courts should give ``due respect to the Justice 
Department's . . . view of the nature of its case''); United States v. 
Iron Mountain, Inc., 217 F. Supp. 3d 146, 152-53 (D.D.C. 2016) (``In 
evaluating objections to settlement agreements under the Tunney Act, a 
court must be mindful that [t]he government need not prove that the 
settlements will perfectly remedy the alleged antitrust harms[;] it 
need only provide a factual basis for concluding that the settlements 
are reasonably adequate remedies for the alleged harms.'') (internal 
citations omitted); United States v. Republic Servs., Inc., 723 F. 
Supp. 2d 157, 160 (D.D.C. 2010) (noting ``the deferential review to 
which the government's proposed remedy is accorded''); United States v. 
Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (``A 
district court must accord due respect to the government's prediction 
as to the effect of proposed remedies, its perception of the market 
structure, and its view of the nature of the case''). The ultimate 
question is whether ``the remedies [obtained by the Final Judgment are] 
so inconsonant with the allegations charged as to fall outside of the 
`reaches of the public interest.''' Microsoft, 56 F.3d at 1461 (quoting 
W. Elec. Co., 900 F.2d at 309).
    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; see also U.S. Airways, 
38 F. Supp. 3d at 75 (noting that the court must simply determine 
whether there is a factual foundation for the government's decisions 
such that its conclusions regarding the proposed settlements are 
reasonable); InBev, 2009 U.S. Dist. LEXIS 84787, at *20 (``[T]he 
`public interest' is not to be measured by comparing the violations 
alleged in the complaint against those the court believes could have, 
or even should have, been alleged''). 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. Microsoft, 56 
F.3d at 1459-60.
    In its 2004 amendments to the APPA, Congress made clear its intent 
to preserve the practical benefits of using consent judgments proposed 
by the United States in antitrust enforcement, Public Law 108-237 Sec.  
221, and added 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); see also U.S. Airways, 38 F. Supp. 3d 
at 76 (indicating that a court is not required to hold an evidentiary 
hearing or to permit intervenors as part of its review under the Tunney 
Act). This language explicitly wrote into the statute what Congress 
intended when it first 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 
Sen. Tunney). ``A court can make its public interest determination 
based on the competitive impact statement and response to public 
comments alone.'' U.S. Airways, 38 F. Supp. 3d at 76 (citing Enova 
Corp., 107 F. Supp. 2d at 17).

VIII. Determinative Documents

    There are no determinative materials or documents within the 
meaning of the APPA that were considered by the United States in 
formulating the proposed Final Judgment.

Dated: November 9, 2020

Respectfully submitted,

/s/ Matthew Jones------------------------------------------------------
Matthew Jones (DC Bar #1006602),
U.S. Department of Justice, Antitrust Division, 450 Fifth Street NW, 
Suite 7000, Washington, DC 20530, Telephone: (202) 598-8369, Fax: 
(202) 514-6381, Email: [email protected].

[FR Doc. 2020-25171 Filed 11-13-20; 8:45 am]
BILLING CODE 4410-11-P