Tom W. Davidson advises clients in regulatory matters and commercial transactions in the domestic and international telecommunications, media, entertainment, wireless, satellite and high-technology industries. His practice focuses on advising financial community clients regarding transactional, valuation and regulatory issues related to the financing and securitization of telecommunications companies, as well as advising technology companies in commercial transactions, licensing agreements and regulatory matters.Tom represents radio and television broadcast companies before the FCC on day-to-day licensing and compliance issues, sales and acquisitions of broadcast assets, interference protection matters, spectrum policies and protection of spectrum rights, the broadcast incentive auction and the digital television transition.
Tom has represented wireless companies and their investors for more than 30 years in a variety of regulatory (licensing and compliance), adjudicatory, policy and transactional matters. He assists wireless clients in preparing commercial agreements, including roaming, backhaul, interconnection, management and carrier-to-carrier contracts. Tom’s current wireless work includes representation of clients in the AWS-3 and broadcast incentive auctions, appeals before the FCC and a federal court regarding the cancellation of licenses in the 24 and 39 GHz bands, preparation of comments in the FCC’s above 24 GHz proceeding and 3.5 GHz rulemaking proceedings, the FCC’s net neutrality proceeding, and preparation of governance and operating agreements for new wireless businesses.
Tom provides regulatory and transactional experience to investors acquiring and selling broadband wireless and fiber networks. He has negotiated the acquisition of various distressed fiber video and broadband networks that were constructed and deployed in rural and underserved portions of the United States using grants and loans obtained from the Rural Utilities Service and/or the National Telecommunications Information Administration pursuant to the Economic Recovery and Middle-Class Tax Relief Act of 2009.
Tom’s clients include:
- Mobile and fixed wireless telecommunications operators
- Competitive local exchange and interexchange carriers
- Satellite systems
- Video program suppliers and distributors
- Fiber-optic network carriers
- Radio and television stations
- Cable television system operators
- Broadband wired and wireless networks
- Equipment manufacturers
- Private radio operators
- Providers of new technologies and services.
Earlier in his career, Tom served as a trial attorney in the FCC’s Broadcast Bureau, now the Media Bureau.
- Head of the communications and information technology section and member of the regulatory practice steering committee.
- Advises clients in the domestic and international telecommunications and high-technology industries on regulatory matters.
- Represents hedge funds, private equity and other financial investors in structuring Federal Communications Commission (FCC)-compliant commercial transactions.
- Advising a large broadcast group owner in a proposed business transaction with a national television network involving cutting-edge and complex commercial and regulatory issues, such as compliance with the UHF handicap, national television ownership cap, television duopoly rule, FCC attribution and control rules, and rules regulating the conduct of national television networks, including involvement in retransmission consent negotiations.
- Advised a private equity fund on regulatory risks associated with the “bring into use” requirements as it applies to a satellite service provider’s rights to an orbital slot filed on its behalf by a foreign country for its proposed geostationary orbit satellite system under the rules and procedures of the International Telecommunications Union.
- Assisted a private equity fund in structuring a controlling investment in a newly formed entity that is arbitraging television broadcast spectrum by acquiring television station licenses in major markets and then selling the spectrum for significant consideration to the FCC in the reverse portion of the incentive auction. The transaction involved novel and complex legal issues because it had to be structured to comply with media and foreign ownership requirements while minimizing public disclosure issues and proving the fund with control over the investment.
- Drafted and negotiated an asset purchase agreement on behalf of the investor, a diversified communications company, to acquire the assets of a broadband fiber network involved in an informal out-of-court restructuring from the system owner and the Rural Utility Service (the secured creditor).
- Structured the ownership, drafted limited liability agreements and prepared FCC applications to enable wireless entities to qualify for a 25 percent bidding credit as a designated entity to participate in the FCC’s AWS-3, broadcast incentive and millimeter wave spectrum auctions.
- Member, American Bar Association.
- Member, Federal Communications Bar Association.
- J.D., University of Wisconsin Law School,cum laude, 1977
- B.A., University of Wisconsin – Madison, with distinction, 1974
- District of Columbia
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