Attachment 20161222101530-600.p

20161222101530-600.p

SUPPLEMENT

Supplement

2000-07-07

This document pretains to ITC-ASG-20000210-00092 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2000021000092_1385301

Categories of Servic (Streaniline/ o LIMITED/GLOBAL RESALE SER o LIMITED/GLOBAL FACILITIES—BA o LIMITED/GLOBAL FACILITIES—BA; o INDIVIDUAL FACILITIES—BASED | TC o INTERCONNECTED PRIVATE LINE ] E SER o INMARSAT AND MOBILE SATELLIT]i SERVICE o INTERNATIONAL SPECIAL PROJEC‘C o SWITCHED RESALE SERVIC o TRANSFER OF CONTROL )2 ASSIGNMENT OF LICENSE o PRO FORMA TRANSFER/ASSIGNMENT o SPECIAL TEMPORARY AUTHORITY o SUBMARINE CABLE LANDING LICENSE Description of Application:

Be‘ore tie FEDE RAL ZCOMMUNICATIONS COMMISSION Washingt »n, D.C. 20 554 i 071 108 In th: Matier of 210)} 1 ‘XUL recl t ca o yn MILLENNIUNV: OPITICAL, NE] WORKS/ NOF.TH AMEERICA, INC. File No. ITC 2000— anc SPHERA DPTICAL NET‘NOR €S N. A., N (C. Applicatio: i for Authonity Pirsuan : to Section 214 of the Corimun cation s Act of 1934, as Ameaded, :o Assign A uthorizatior to Provide Globi1 Facilities—Based and F.esale Telec ommmications Services JOLINT A »PLICATI JN Millennium Or tical Netwe rks/North A merica, Inc ("MONNAI") and Sphera Optical Netw orks 1V.A., nc. ("Sphera"), (c ollectvely 1eferred to a : the "Applicants"), by their undersigne 1 couisel and pur suant :o Section 214 of the Communications Act of 1934;, as amended, «.7 U.S.C. §214, and Section 63.18(e)(3) of the Commission‘s Rules, 47 C.F.R. §63.18(e)(3), hereby request approval of the assignment (the "Assignment") whereby the Section 214 authorization granted by this Commission to MONNAI on March 17, 2000 under File No. ITC—ASG—2000210—00092 (the "Section 214 Authorization") will be assigned to Sphera. As fully described herein, approval of the Assignment will permit Sphera to realize significant economic and marketing efficiencies which will enhance its ability to provide high quality, low cost telecommunications services and to compete more effectively in the

international telecommunications marketplace. Accordingly, grant of this Application will benefit the public interest. In support of this Application, Applicants submit the following information: L. THEPARTIES A. Sphera Optical Networks N.A., Inc. Spherais a privately held Delaware corporation having its principal place of business in New York, New York. Sphera is a wholly ownedsubsidiary of MONNAI. Sphera does not have any subsidiaries at this time. Following the Assignment, Sphera will have sufficient technical, financial, and managerial resources to operate as a global facilities—based and resale carrier of international telecommunications services. Upon approval by the Commission of this Section 214 Application and the closingof the Assignment, (a) MONNAI personnel that provide the telecommunications services authorized under the Section 214 Authorization will be employed by Sphera, (b) the physical assets of MONNAI that are necessary to provide the telecommunication services authorized under the Section 214 Authorization will be transferred to Sphera, (c) and Sphera will receive, as a result of the Assignment, working capital. B. Millennium Optical Networks/North America, Inc. MONNAI is a privately held Delaware corporation headquartered in New York, New York. MONNAI is authorized to provide international switched voice services between the United States and permissible ifiternational points as an international facilities—based and resale carrier. Further information regarding MONNAI was submitted in File No. ITC—ASG—2000210— 00092 and is therefore, already a matter of public record at the Commission, and Applicants request that it be incorporated by reference herein.

IL. THE TRANSACTION Pending the consent of the shareholders of MONNAI, which consent is expected to be obtained on or about July 7, 2000, MONNAI and certain investors (collectively, the Investors) have agreed to enter into a Purchase Agreement pursuant to which MONNAI will issue to the Investors approximately 24,900,000 shares ofits authorized but unissued preferred stock, which stock can be converted into common stock (collectively, the Additional Stock), in return for the Investors payment to MONNAI of approximately $68,000,000. Upon completion of the sale of the Additional Stock, MONNAI will have issued 28,916,667 of its 50,000,000 authorized shares of preferred stock and 19,000,000 of its 100,000,000 authorized shares ofits common stock. The sale of the Additional Stock to the Investors will provide MONNAI with the additional working capital that Sphera may draw upon to enhance Sphera‘s ability to provide uninterrupted quality and cost effective and competitive telecommunications services to its customers. As a wholly owned subsidiary of MONNAI, Sphera will have sufficient technical, financial, and managerial resources and the ability to provide the telecommunication services as fully under MONNAI‘s Section 214 Authorization. Those services currently being provided by MONNAI will continue to be offered by Sphera pursuant to the MONNAI tariffs currently on file with the Commission. A team of well—qualified telecommunications managers comprised, in part, of existing MONNAI perslonnel will lead Sphera. The transfer of MONNAT‘s Section 214 Authorization to Sphera, therefore, will be virtually transparent to the customers of MONNAL.

III. PUBLIC INTEREST CONSIDERATIONS Consummation of the proposed transaction will serve the public interest in promoting competition armong providers of local and interexchange telecommunications services by combining the financial resources and complementary managerial skills and experience of MONNAI and Sphera in providing telecommunications services to the public. MONNAI and Sphera anticipate that the contemplated Assignment will result in a company better equipped to accelerate its growthas a competitive telecommunications service provider. The Assignment will permit MONNATI and Sphera to manage their telecommunications operations more efficiently, thereby enhancing their operational flexibility and efficiency. These enhancements will benefit customers of each carrier nationwide by offering better services at competitive prices. Accordingly, the proposed Assignment will benefit the public interest by enabling MONNAI and Sphera to offer competitively priced services in the U.S. interstate and international marketplace. IV. INFORMATION REQUIRED BY SECTION 63.18 In support of Applicants‘ request for authorization, the following information is submitted pursuant to Section 63.18 (e)(3) of the Commission‘s rules and regulations, 47 C.F.R. §63.18(e)(3). (a) The name, address and telephone number of Applicants are: Millennium Optical Networks/ North America, Inc. 200 Madison Avenue, Suite 502 New York, New York 10016 Telephone: (212) 683—1011 Facsimile: (212) 683—6966

Sphera Optical Networks N.A., Inc. 200 Madison Avenue, Suite 502 New York, New York 10016 Telephone: (212) 683—1011 Facsimile: (212) 683—6966 (b) MONNAI is a corporation organized and existing under the laws of the state of Delaware. Sphera is a corporationorganized and existing under the lawsofthe state of Delaware. (c) The name, title, address and telephone number of the contact to whom correspondence concerning this application should be directed to: MONNAI and Sphera: Thomas Koltis, Esq. 200 Madison Avenue, Suite 502 New York, New York 10016. Telephone: (212) 683—1011 Facsimile: (212) 683—6966 with a copy to: Douglas G. Bonner, Esq. Sana D. Coleman, Esq. Arent Fox Kintner Plotkin & Kahn PLLC 1050 Connecticut Avenue, NW Washington, D.C. 20036—5339 Tel: (202) 857—6000 Fax: (202) 857—6395 The Commission is requested to direct any inquiries concerning this application to Douglas G. Bonner, Esq. and Sana D. Coleman, Esq. (d) MONNAI has authority to provide global facilities—based and resale services pursuant to Section 214 under File No. ITC—ASG—2000210—00092. Sphera does not have Section 214 authorization. (e)—(£) No response required.

Not applicable. Sphera is a wholly owned subsidiary of MONNAI, therefore, MONNAI has a 100% equity interest in Sphera. The following entities, through their direct ——»nership interests in MONNAT, indirectly have a ten percent or greater interest . Sphera: illennium Optical Networks, Inc. )0 Madison Avenue, Suite 502 ew York, NY 10016 direct percent ownership: 83% ‘incipal Business: Telecommunications itizen: A New York Corporation Peter Tierney (through his interest in Millennium Optical Networks, Inc.) 200 Madison Avenue, Suite 502 New York, NY 10016 Indirect Percent Ownership: 23% Principal Business: Telecommunications Citizen: A U.S. Citizen Allan Quasha (through his interest in Millennium Optical Networks, Inc.) 720 5th Avenue, 9th Floor New York, NY 10019 Percent Ownership: 24% Principal Business: Investment Citizen: A U.S. Citizen Pequot Venture Partners, L.P. 500 Nyala Farm Road Westport, CT 06880 Percent Ownership: 17% Principal Business: Investment Citizen: a Delaware Limited Liability Partnership Sphera has no interlocking directorates with a foreign carrier. See attached Certification. ) See attached Certification.

(k) — (m) Not applicable. (n) By the attached Certification and as required by Section 63.18(n) of the Commission‘s rules, Sphera certifies that, except as permitted by the Commission‘s Rules, directly or indirectly from any foreign carrier or administration with respect to traffic or revenue flows between the U.S. and any foreign country which Sphera maybe authorized to serve andit will not enter into such agreements in the future. (0) By the attached Certification and as required by 63.18(0) of the Commission‘s rules, Sphera certifies that no party to this Application, as defined in Sections 1.2001 through 1.2003 of the Commission‘s rules, 47 C.F.R. §§1.2001—1.2003, is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 853(a). (P) Sphera submits that this Application is entitled to streamlined processingfor the following reasons: (1) grant of this Application is in the public interest and will enhance competition in the international telecommunications market; (2) Sphera is not affiliated with a foreign carrier; (3) Sphera is not affiliated with a dominant U.S. carrier whose international switched or private lines services Applicant seeks authority to resell; and (4) Sphera does not seek to provide switched basic services over private lines to a country for which the Commission hasnot previously authorize the provision of switched services over private lines. Accordingly, Applicant requests streamlined processing of this Application in accordance with 47 C.F.R. §63.12. As demonstrated in this Application, Applicants submit that the grant of this Application will serve the public interest, convenience and necessity. For the reasons specified herein, Applicants respectfully requests the Commission to grant the instant Application via streamlined processing.

Respectfully submitted, By: %/;fl/ KQ gé?mcaw —~ Douglas G. Bonner, Esq. Sana D. Coleman, Esq. Arent Fox Kintner Plotkin & Kahn, PLLC 1050 Connecticut Avenue, N.W. Washington, D.C. 20036 Tel: (202) 857—6000 Fax: (202) 857—6395 Counsel for Millennium Optical Networks/North America, Inc. and Sphera Optical Networks N.A., Inc. Dated: July 6, 2000

CERTIFICATION REQUIREMENTS OF 47 CFR 63.18 (D(J)(N) AND (0) 1. 47 CFR 63.18(i). Sphera Optical Networks N.A., Inc. is not affiliated with any foreign carrier. 2. 47 CFR 63.18(J). Sphera Optical Networks N.A., Inc. does rot seek to ; rovid: international communication services to any destination country meeting any of the conditions set forth in 47 CFR 63.18(). 3. 47 CFR 63.18(m). Except as permitted by the Commission‘s Rules, as arier dei from time to time, Sphera Optical Networks N.A., Inc., has not agreed t > a scept any special concessions, as defined by the Commission‘s Rules, directly c¢r indirectly from any foreign carrier or administration with respect to traffic cr revenue flows between the U.S. and any foreign country which Sphera Optical Networks N.A., Inc. may be authorized to serve and it will not onter into sich agreements in the future. 4. 47 CFR 63.18(0). No party to this Application is subject to z. denial of F sderal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.5.C ! 853(a).

CERTIFICATION CONTINUED STATE OF NEW YORK COUNTY OF NEW YORK I, Tom J. Koltis, under penalty of perjury declare that I am the Assistant General Counsel of Millennium Optical Networks North America, Inc ("MONNAI") and the person authorized tc make this certification on behalf of MONNAT and its wholly—owned subsidiary, Sphera Optical Networks N.A., Inc. ("Sphera"); that I have read the foregoing statements attached hereto; and that the same are true and correct to the best of my knowledge, information, and belief. By: Tom jgléy(lt\is Subscribed and\sworn to me this _4 day of July, 2000 ary Public ¥ My co issiJn expires: 7/200 2


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Document Modified: 2019-04-20 04:08:40
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