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Sometimes, but not automatically. A spectrum authorisation is a public-law right, not ordinary company property. An administrator, trustee, debtor or buyer must comply with the communications regulator’s assignment, transfer-of-control, leasing, notification and qualification rules. A bankruptcy or restructuring court can approve the commercial sale, but that order normally does not replace sector-regulator approval.
Why an insolvency sale does not transfer spectrum by itself
When a carrier becomes insolvent, its frequencies may be among its most valuable assets. Yet the authorisation to use those frequencies is created by public law and remains subject to the issuing regulator’s conditions. The estate cannot deliver a buyer a legally effective spectrum right simply by listing it in an asset-purchase agreement or obtaining a bankruptcy-court order.
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The transaction must be analysed licence by licence. One authorisation may permit an outright assignment, another may allow only leasing, and a third may restrict any change of control or prohibit transfer altogether. The licence may also impose technical, geographic, coverage, payment, build-out or ownership conditions that the proposed holder must satisfy.
Three approvals or procedural events can therefore run in parallel:
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- Insolvency approval: a court order, plan confirmation or other authority for the debtor to sell or reorganise the business.
- Communications-regulator action: consent, a prescribed filing, notification, or an effective date under the applicable spectrum rules.
- Operational continuity: arrangements for sites, network contracts, numbering, interconnection, software, staff and other contracts needed to make the spectrum usable after closing.
If any one of these is missing, the buyer may pay for an asset it cannot lawfully use or may inherit a distressed network with no practical way to operate it.
United States: FCC consent and bankruptcy filings
Which transactions need FCC action?
The Federal Communications Commission distinguishes among pro forma transactions, substantial voluntary assignments or transfers of control, and involuntary assignments caused by events such as bankruptcy. A sale that changes the ultimate ownership or control of an FCC licensee is generally treated as a substantive transfer requiring FCC consent. The same is true when the licence itself is assigned to a different legal entity.
In a 2026 Chapter 11 disclosure, the debtor stated: “The consent of the FCC is required for the assignment of FCC licenses or for the transfer of control of an entity that holds or controls FCC licenses.” That formulation is useful in practice: counsel must identify every FCC authorisation, the proposed assignee or ownership chain, and the forms and exhibits required for the particular service.
What happens when bankruptcy changes control?
A debtor-in-possession structure can create an involuntary transfer of control even before a sale to a third party. The FCC rules treat events such as bankruptcy as an involuntary assignment or transfer that must be reported promptly and then approved. The Federal Register rule text requires applications for involuntary assignments or transfers of control to be filed within ten days of the event causing the assignment or transfer of control.
That deadline is tied to the triggering event, not to the eventual asset sale. A debtor that waits for a plan confirmation or auction may miss the filing window. The filing does not make the transfer permanently acceptable by itself; the FCC still has to grant the application or otherwise provide the required authority.
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Emergence, a sale and a new owner
Emergence from Chapter 11 generally requires another FCC consent if the confirmed plan changes the licensee’s ownership or control. A buyer acquiring the licences or the equity of the licensee should expect a separate transfer-of-control or assignment review, even if the bankruptcy court has already approved the transaction.
FCC review can include the applicant’s legal, financial, technical and character qualifications, foreign-ownership issues where applicable, and whether the proposed structure complies with service-specific rules. The purchase agreement should name the relevant FCC applications, identify who will file them, and state precisely which approvals are conditions to closing.
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- Inventory every FCC licence, call sign, frequency block, geographic area, term, construction deadline and special condition.
- Determine whether the event is pro forma, a voluntary substantial assignment or transfer of control, or an involuntary bankruptcy transfer.
- File any required involuntary-assignment application within the ten-day period and prepare the later voluntary-transfer filing for the sale or emergence.
- Provide ownership, qualification, technical and, where relevant, foreign-investment information in the format required for the service.
- Make closing conditional on FCC consent or on the legally effective filing mechanism allowed for that licence, and prohibit operational control from changing earlier than permitted.
United Kingdom: trading, leasing and Ofcom consent
When a Wireless Telegraphy licence can be traded
Ofcom permits trading for eligible Wireless Telegraphy licences. A trade can transfer all or part of the spectrum rights and obligations to another licensee; for some licence classes, leasing or sub-leasing is also available. A change of ownership can move the licence into the new company’s name through a trade application.
Trading is not a universal property right. The licence class and its text control. Ofcom’s trading rules require the parties to follow the prescribed process and to deal with outstanding regulatory issues before the transfer can take effect.
Conditions Ofcom examines
- Party consent: the transferor and transferee must consent to the transaction.
- Fees: outstanding licence fees must be paid or otherwise resolved.
- Regulatory proceedings: unresolved revocation, variation, enforcement or liability matters can prevent or delay the trade.
- Transferee eligibility: the incoming holder must be able to comply with the licence’s technical and other terms.
- National security and competition: for regulated classes, Ofcom considers these factors and may request additional information.
Ofcom’s guidance states: “In executing a transfer, the transferor’s original licence will need to be surrendered.” The buyer therefore should not assume that a signed contract alone leaves both parties with parallel rights. The application and surrender steps determine when the new holder’s rights become effective.
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Mobile spectrum trades receive closer scrutiny
Mobile spectrum trades require Ofcom consent and may receive a competition assessment. Ofcom’s published decisions record consent to Vodafone and Telefónica spectrum-transfer applications on 3 July 2025 and to BT-to-EE transfers on 15 December 2025, demonstrating that the process is active and transaction-specific.
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UK statutory basis
Section 168 of the Communications Act 2003 authorises regulations permitting transfer “of all or any of the rights and obligations under a licence” and allows Ofcom-consent requirements. The statutory power does not eliminate the individual licence conditions or the procedural requirements in Ofcom’s trading framework.
European Union and member-state rules
What the EU insolvency framework does
The 2026 EU insolvency directive requires member states to provide for assignment of executory contracts that are necessary to continue a sold business, generally without the counterparty’s consent, while allowing exceptions based on the contract type, the parties or legitimate business interests. This can help preserve network leases, maintenance agreements, supply contracts and other operational arrangements in a going-concern sale.
That rule should not be read as an automatic transfer of a spectrum authorisation. Spectrum rights remain governed by national communications law and the authorisation itself. The directive can support the transfer of contracts needed to exploit the spectrum, but it does not replace a national regulator’s assignment, leasing or change-of-control procedure.
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Ireland as an example of national implementation
Ireland’s ComReg Spectrum Transfer and Lease Framework, updated for the Electronic Communications Code regulations, requires undertakings to notify proposed transfers or leases of individual rights of use for radio frequencies. The framework illustrates the two-track approach: insolvency law addresses the business sale, while the national communications regulator applies a specific procedure to the radio-frequency right.
Other member states may use consent, notification, auction-specific rules or combinations of these. A buyer should obtain the current national framework for each affected frequency and not assume that an Irish-style notification, a UK-style consent or an EU-wide contract-assignment rule applies elsewhere.
Assignment, lease or concurrent transfer: choose the right structure
| Structure | What changes | Regulatory question | Typical insolvency use |
|---|---|---|---|
| Outright assignment | All specified rights and obligations move to a new licensee. | Is the licence tradable, and must the regulator consent before effectiveness? | Sale of the spectrum to a buyer that will operate under its own licence. |
| Partial assignment | Only defined frequencies, geography or rights move. | Does the licence permit partitioning, and are technical boundaries clear? | Monetising surplus blocks while retaining capacity for a reorganised network. |
| Lease or sub-lease | The original holder may retain the authorisation while another party receives use rights. | Is leasing permitted for this licence class, and what remains the holder’s liability? | Generating cash or maintaining service without an immediate permanent sale. |
| Concurrent transfer | Rights are transferred for coordinated or shared use under the applicable framework. | Does the regulator allow concurrent use and are interference and control terms defined? | Continuity arrangements where a buyer needs a transition period. |
These labels are not interchangeable. A lease may preserve the insolvent company’s obligations, while an assignment may shift them to the buyer. The documents must state who is responsible for fees, build-out, interference, reporting and compliance during any transition.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Due diligence before bidding or signing
- Build a licence register. Record the issuing authority, licence number, frequencies, bandwidth, geographic scope, expiry, renewal terms, technical parameters, coverage duties and named licensee.
- Read transfer language. Check assignment, change-of-control, leasing, concurrent-use, insolvency and surrender clauses in the licence and regulations.
- Reconcile money owed. Verify annual or usage-based fees, late charges, security interests and any regulator claim that could block a trade.
- Search for regulatory action. Identify pending revocation, variation, enforcement, interference, construction or compliance notices and determine whether they survive a transfer.
- Test the buyer’s qualifications. Map the proposed ownership chain, corporate capacity, technical resources, foreign-investment profile and ability to satisfy coverage or rollout obligations.
- Assess competition and national security. Model concentration, spectrum aggregation and strategic-control concerns before committing to a price.
- Value the operating package. Confirm site access, backhaul, roaming, interconnection, numbering, software, equipment and supply contracts that allow the frequencies to generate revenue.
A spectrum valuation that ignores these items can materially overstate recoveries. A block that looks valuable on paper may be unusable if a buyer cannot obtain consent, meet a build-out deadline or retain the network contracts attached to it.
How to draft the insolvency transaction
Make regulatory approval a real closing condition
The purchase agreement should identify each licence and state whether the deal is an assignment, transfer of control, partial transfer, lease or concurrent arrangement. Closing should be conditional on the required regulator consent or on the legally effective filing date where the rules allow effectiveness by notification. The agreement should also allocate filing costs, information duties, interim operating control and the risk of a delayed or conditioned approval.
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Separate court approval from regulator approval
Obtain the insolvency court order or plan confirmation needed to sell the asset, but do not describe that order as delivering the spectrum. The order should authorise the debtor or trustee to sign the regulatory applications and to complete the transaction only when the communications-law conditions are satisfied.
Protect service continuity
Include transition provisions for sites, tower access, power, backhaul, roaming, numbering, interconnection, maintenance, software licences and employees with network knowledge. If an executory contract is essential to continued operation, determine whether the applicable insolvency law permits assignment and whether a regulator or counterparty exception applies.
Common failure modes and remedies
- “The court approved it, so the licence transferred.” Remedy: obtain the communications regulator’s consent, notification acceptance or effective filing required by the licence.
- Missed bankruptcy deadline. In the United States, an involuntary FCC assignment filing is due within ten days of the triggering event. Remedy: alert FCC counsel immediately and explain the event and requested corrective relief.
- Unpaid fees or unresolved notices. Ofcom and other regulators may refuse or delay a trade. Remedy: settle, escrow or otherwise resolve the liability and document the regulator’s position.
- Buyer is not eligible. Remedy: restructure ownership, provide qualification evidence or use a permitted lease while a permanent transfer is assessed.
- Operations cannot continue. Remedy: make network and site contracts conditions to closing and create a transition-services plan.
- Competition or national-security objection. Remedy: prepare concentration analysis, technical alternatives, mitigation commitments and a timetable that allows review before the auction or plan deadline.
Bottom line for trustees, buyers and lenders
Spectrum can be monetised in an insolvency, but it is not a free-standing asset that a trustee can convey without regulatory involvement. In the United States, expect FCC filings for bankruptcy-related involuntary transfers and further consent for a sale or emergence that changes control. In the United Kingdom, eligible licences may be traded or leased under Ofcom’s rules, with consent, fee, compliance, eligibility, competition and national-security checks. Across the European Union, insolvency rules can preserve contracts needed for a going concern, while national spectrum procedures still govern the authorisation itself.
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