Attachment 20170323140216-117.p

20170323140216-117.p

SUPPLEMENT

Supplement

2001-12-28

This document pretains to ITC-214-19980501-00290 for International Global Resale Authority on a International Telecommunications filing.

IBFS_ITC2141998050100290_1439382

Mmtz LEviNn Washington 701 Pennsylvania Avenue, N.W. Washington, D.C. 20004 Comn FERRIS Boston 202 434 7300 New York GLOVSKYAND 202 434 7400 fax Reston wuw.mintg.com PopEo pc New Haven Russ Taylor Direct dial 202—661—8717 1 hars is riaylor@miniz.com December 28, 2001 BY HAND Magalie Roman Salas Office of the Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 Re: CoreComm Limited — Pro Forma Transferor; CoreComm Holdco, Inc. — Pro Forma Transferee; Notification of Pro Forma Transfer of Control of International Section 214 Authorizations Dear Ms. Salas: Enclosed herewith are an original and one copy of a notification ofpro forma transfer of control, covering the International Section 214 authorizations specified at Exhibit A. 47 C.F.R. § 63.24(b) (2000). No FCC application processing fee is associated with this notification filing. If you have any questions concerning this submission, please contact me. Sincerely, 0C Russ Taylor Enclosures

CERTIFICATION AND DESCRIPTION OF PRO FORMA TRANSFER OF CONTROL The attached letter notifies the Federal Communications Commission ("F _‘ or "Commussion") of the pro forma transfer of control of the Section 214 authorization (lders specified at Exhibit A. (the "Licensees"). 47 C.F.R. § 1.948(d) (2000). In particular, or riday December 28, 2001, the Licensees‘ ultimate parent corporation CoreComm nited ("‘Transferor") will reorganize in a debt—restructuring transaction and convey ultimate cc ‘ol of the Licensees to CoreComm Holdco, Inc. ("‘Transferee") (Licensees, the Transferor 1 the Transferee are collectively referred to herein as the "Applicant"). Transferee is a pre—e sting wholly—owned subsidiary of Transferor. Because the Applicant‘s recapitalization is pro j na in nature, the Applicant does not seek prior FCC approval, but instead notifies the FC) of its actions pursuant to section 63.24(b) of the FCC‘s rules." The transaction is based on the Applicant‘s need to restructure its finances to et re its continued viability as a provider of telecom services."" The Applicant‘s restructurt is a recapitalization that will primarily involve the conversion of debt and preferred stocl f the Transferor into common stock of the Transferee. The Applicant believes that the trans: on is pro forma in nature primarily because the Applicant‘s beneficial ownership and cont . will remain largely unchanged. For example, the Transferor‘s three largest sharehold will constitute three of the four largest shareholders of the Transferee. The Transferor‘s irgest shareholder, Michael Karp, currently holds approximately 3%ofthe Transferor‘s votit stock and will hold approximately 34% of the Transferee‘s voting stock, an amount that rema non— controlling."" Further, the Transferor‘s two remaining largest shareholders, Thomas Grax a and Debra Buruchian, will increase their stakes from approximately 9% of Transferor‘s voti stock to approximately 11% of Transferee‘s voting stock."" Finally, the one holder of greater t 10% of the Transferee‘s voting stock that was not a holder of greater than 10% of Transferor‘ oting & 47 C.F.R. § 63.24(b) (2000). 2/ The Transferor is publicly—traded (NASDAQ: COMM), and submitted a curren sport, Form 8—K, to the Securities and Exchange Commission on December 18, 2001, descri g the transaction in greaterfinancial detail. * The increase in Karp‘s percentage of ownership is actually more modest than it appears. Karp is a current debt—holder of the Transferor and receives common stock on a biannual basis in lieu of interest payments. As recently as October 1, 2001, for example, Karp held approximately 21% of the Transferor‘s voting stock, but has reduced his percentage of ownership through stock sales. Thus, depending on the value of the Transferor‘s share price, and Karp‘s voluntary stock sales, his holdings in the Transferor can fluctuate greatly between 5—20%, but have always remained non—controlling. 4 Prior to the transaction, no other entities held more than ten percent (10%) of the voting stock of the Transferor. Further, the Applicant is not aware of any privity between its largest shareholders; each is believed to act according to their individual interests.

stock will be Booth American, which will hold a non—controlling 20% interest. In any case, Booth American is a current debt—holder and preferred shareholder in the Transferor. Thus, there will be no new party obtaining a controlling voting interest in the Applicant. In addition to the foregoing, there are no planned changes in the Applicant‘s management or board that would convey de facto or de jure control to a new party whose qualifications have not already been passed on by the Commission. Further, the services provided to the Applicant‘s customers will not change as a result of the recapitalization. Thus, because the Applicant will remain under the control of its larger shareholders and management, the Applicant‘s transaction should be considered to result in only a pro forma transfer of control." The current recapitalization, together with all previous pro forma transactions, does not result in a change of the Applicant‘s ultimate control. I hereby certify that the above—stated facts are, to the best of my knowledge, true and correct. 47 C.F.R. § 1.16 (2000). Respectfully submitted, CORECOMM LIMITED CORECOMM HOLDCO, INC. By: M{‘/ Céng—\—— Richard Lubasch Senior Vice President & General Counsel 5 See Metromedia Inc., Memorandum Opinion and Order, 98 FCC 2d 300, 306 (1984).

Exhibit A 214 Authorization Holder FCC File No. ATX Licensing, Inc. ITC—T/C—20000620—00364 CoreComm Newco, Inc. ITC—ASG—19990402—00215 CoreComm Newco, Inc. ITC—ASG—19990402—00238 CoreComm Newco, Inc. ITC—214—19980501—00290 CoreComm Incorporated ITC—97—021(TC) Corecomm Newco, Inc. ITC—T/C—19980806—00542


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Document Modified: 2019-05-31 14:40:14
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