47 C.F.R. § 1.2111

Assignment or transfer of control: unjust enrichment

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Link to an amendment published at 91 FR 37046, June 22, 2026.

(a) Unjust enrichment payment: installment financing. (1) If a licensee that utilizes installment financing under this section seeks to assign or transfer control of its license to an entity not meeting the eligibility standards for installment payments, the licensee must make full payment of the remaining unpaid principal and any unpaid interest accrued through the date of assignment or transfer as a condition of approval.

(2) If a licensee that utilizes installment financing under this section seeks to make any change in ownership structure that would result in the licensee losing eligibility for installment payments, the licensee shall first seek Commission approval and must make full payment of the remaining unpaid principal and any unpaid interest accrued through the date of such change as a condition of approval. A licensee's (or other attributable entity's) increased gross revenues or increased total assets due to nonattributable equity investments, debt financing, revenue from operations or other investments, business development or expanded service shall not be considered to result in the licensee losing eligibility for installment payments.

(3) If a licensee seeks to make any change in ownership that would result in the licensee qualifying for a less favorable installment plan under this section, the licensee shall seek Commission approval and must adjust its payment plan to reflect its new eligibility status. A licensee may not switch its payment plan to a more favorable plan.

(b) Unjust enrichment payment: bidding credits. (1) A licensee that utilizes a bidding credit, and that during the initial term seeks to assign or transfer control of a license to an entity that does not meet the eligibility criteria for a bidding credit, will be required to reimburse the U.S. Government for the amount of the bidding credit, plus interest based on the rate for ten year U.S. Treasury obligations applicable on the date the license was granted, as a condition of Commission approval of the assignment or transfer. If, within the initial term of the license, a licensee that utilizes a bidding credit seeks to assign or transfer control of a license to an entity that is eligible for a lower bidding credit, the difference between the bidding credit obtained by the assigning party and the bidding credit for which the acquiring party would qualify, plus interest based on the rate for ten year U.S. Treasury obligations applicable on the date the license is granted, must be paid to the U.S. Government as a condition of Commission approval of the assignment or transfer. If, within the initial term of the license, a licensee that utilizes a bidding credit seeks to make any ownership change that would result in the licensee losing eligibility for a bidding credit (or qualifying for a lower bidding credit), the amount of the bidding credit (or the difference between the bidding credit originally obtained and the bidding credit for which the licensee would qualify after restructuring), plus interest based on the rate for ten year U.S. Treasury obligations applicable on the date the license is granted, must be paid to the U.S. Government as a condition of Commission approval of the assignment or transfer or of a reportable eligibility event (see § 1.2114).

(2) Payment schedule. (i) The amount of payments made pursuant to paragraph (d)(1) of this section will be reduced over time as follows:

(A) A transfer in the first two years of the license term will result in a forfeiture of 100 percent of the value of the bidding credit (or in the case of very small businesses transferring to small businesses, 100 percent of the difference between the bidding credit received by the former and the bidding credit for which the latter is eligible);

(B) A transfer in year 3 of the license term will result in a forfeiture of 75 percent of the value of the bidding credit;

(C) A transfer in year 4 of the license term will result in a forfeiture of 50 percent of the value of the bidding credit;

(D) A transfer in year 5 of the license term will result in a forfeiture of 25 percent of the value of the bidding credit; and

(E) For a transfer in year 6 or thereafter, there will be no payment.

(ii) These payments will have to be paid to the United States Treasury as a condition of approval of the assignment, transfer, ownership change or reportable eligibility event (see § 1.2114).

(c) Unjust enrichment: partitioning and disaggregation—(1) Installment payments. Licensees making installment payments, that partition their licenses or disaggregate their spectrum to entities not meeting the eligibility standards for installment payments, will be subject to the provisions concerning unjust enrichment as set forth in this section.

(2) Bidding credits. Licensees that received a bidding credit that partition their licenses or disaggregate their spectrum to entities not meeting the eligibility standards for such a bidding credit, will be subject to the provisions concerning unjust enrichment as set forth in this section.

(3) Apportioning unjust enrichment payments. Unjust enrichment payments for partitioned license areas shall be calculated based upon the ratio of the population of the partitioned license area to the overall population of the license area and by utilizing the most recent census data. Unjust enrichment payments for disaggregated spectrum shall be calculated based upon the ratio of the amount of spectrum disaggregated to the amount of spectrum held by the licensee.

[59 FR 44293, Aug. 26, 1994, as amended at 63 FR 2346, Jan. 15, 1998; 63 FR 68942, Dec. 14, 1998; 71 FR 26252, May 4, 2006; 71 FR 34278, June 14, 2006; 77 FR 16471, Mar. 21, 2012; 80 FR 56814, Sept. 18, 2015]

Notes of Decisions

Cited in 7 cases (1 in the last 5 years), 2008–2025 · leading case: Council Tree Commc'ns, Inc. v. Fed. Commc'ns Comm'n, 619 F.3d 235 (3rd Cir. 2010).

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Council Tree Commc'ns, Inc. v. Fed. Commc'ns Comm'n, 619 F.3d 235 (3rd Cir. 2010). · cites it 6× “To prevent this, 47 C.F.R. § 1.2111 (d)(1) states: [a] licensee that utilizes a bidding credit, and that during the initial term seeks to assign or transfer control of a license to an entity that does not meet the eligibility criteria for a bidding credit, will be required to…”

Airadigm Commc'ns, Inc. v. Fed. Commc'ns Comm'n, 519 F.3d 640 (7th Cir. 2008). · cites it 2× “§ 1129 (b)(2)(A)(i)(I). The FCC’s regulations provide that a licensee who obtained its licenses under the installment plan must pay back the full amount if it seeks to transfer the licenses to an entity that wouldn’t otherwise qualify for the installment plan.”

Council Tree Investors, Inc. v. Fed. Commc'ns Comm'n, 739 F.3d 544 (10th Cir. 2014). · cites it 2× “at 1763 ¶ 20; see also 47 C.F.R. § 1.2111 (d). In April 2006, the Commission issued the Implementation of the Commercial Spectrum Enhancement Act and Modernization of the Commission’s Competitive Bidding Rules and Procedures, Second Report and Order, 21 FCC Red.”

SNR Wireless LicenseCo, LLC v. Fed. Commc'ns Comm'n, 868 F.3d 1021 (D.C. Cir. 2017). “82 (citing 47 C.F.R. § 1.2111 (d)(2)(E)). Thus, the FCC determined that SNR and Northstar would have every interest in selling their businesses to DISH at the first possible moment.”

Airadigm Comm Inc v. FCC (7th Cir. 2008). · cites it 2× “47 C.F.R. § 1.2111 (c)(1). Because, in the FCC’s estimation, the 2006 plan does not preserve the due-on-sale provision, it does not “retain the liens” and the plan cannot be “crammed down” over its objection.”

United States v. Newman (D.D.C. 2017). “” 47 C.F.R. § 1.2111 (b)(1). Similar repayment requirements are triggered if the licensee “assign[s] or transfer[s] control of a license to an entity.”

United States v. U.S. Cellular Corp. (D.C. Cir. 2025). “47 C.F.R. § 1.2111 (d). In that case, the licensee must return all or part of the credit, depending on how much time has passed since the auction.”

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