Attachment Amendment

This document pretains to ITC-ASG-20050315-00278 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2005031500278_443885

KELLEY DRYE & WARREN uce NUIWYIS MOY a Limmco Liamiuire partncnsii® 1200 19T" STREET, N.W. new york, wy suiTE 500 racsimice Tysons comner, va WASHINGTON, D.C. 20036 (202) ass—a702 chicaso, iL —— www.kelleydrye.com stamromp, cr (202) sss—2e00 parsippany, NJ DiRECT LINE (202) as5—9560 enusseus, eecoium EMAIL: kbarker@kelfeydrye.com arriiate orrices JaKaRta, INDONESIA mumeai, intia RECEIVED July 25, 2005 JUL 2 5 2005 Federal Communication, ; Office of sm;?;mmission By Hanp DELIVERY Marlene Dortch Federal Communications Commission The Portals 445 12th Street, S.W. Washington, D.C. 20554 Re: Amendment to Notification pursuant to Section 63.21(h) of the Commission‘s Rules of Provision of International Service Through Subsidiaries; Amendment to Notification pursuant to Section 63.24 (f) of the Commission‘s Rules of a Pro Forma Transaction; NuVox, Inc. — ITC—214—19990323—00165 Attention: International Bureau Dear Ms. Dortch: On March 15, 2005, NuVox, Inc. ("NuVox"), by its attorneys, hereby notified ("March 15, 2005 Notice")the Commission that its wholly—owned subsidiary, NuVox Communications, Inc. £/k/a NewSouth Holdings, Inc. ("NuVox Communications"), a Delaware corporation, has begun providing service under NuVox‘s 214 authorization referenced above (1TC—214—19990323—00165). For the Commission‘s convenience, NuVox has appended hereto a copy of the March 15, 2005 Notice. DCOLUONWM/230668.2

Marlene Dortch March 15, 2005 Page 2 NuVox wishes to amend the March 15, 2005 Notice to include the correct International 214 File Number of NewSouth Communications, Corp. It has come to our attention that the incorrect number was given in the March 15, 2005 Notice. The correct number should be ITC—214—19980310—00178, which was the number given by the Commission as a replacement to NewSouth Communications Corp.‘s initial number, 98—206. Accordingly, NuVox wishes to surrender the international Section 214 authorizations held by NuVox Communications, Inc., the South Carolina corporation (ITC—214—19991119—00742), and NewSouth Communications Corp., the Delaware corporation (ITC—214—19980310—00178). All other information and requests for action contained in the previously filed March 15, 2005 Notice remain the same. Enclosed please find five (5) copies of this letter, a duplicate copy, and an extra copy marked "KDW Stamp—In" to be date—stamped and returned to us in the envelope provided. Should you have any questions with respectto this matter, please do not hesitate to contact the undersigned. Respectfully submitted, 2bt [iarsloel« Katherine E. Barker Marshall Enclosures ce: Susan O‘Connell, 1B Jo Ann Ekblad, IB Teri Natoli, Wireline Riley Murphy, NuVox DCCU/CONWM/230608.2

KELLEY DRYE & WARREN uur a tomitco ciagitiye parthensine 1200 9T STREET, N.w. . new york, ny SuiTE 500 racsimice Tysons connen, va waASHINGTON, D.C. 20036 t202) sss—or02 cHicaso, i. www.kelleydrys.com sTaMFORD, CT (202) s55—2600 PARSIPPANY, NJ DIRECT LINE: (202) 955—9587 smusseus, BELGILOM EMAIL: msmith@kelieydrye.com arriciate orrices BANGKOK, THAILAND Vakanta, iNDoNESiA mUMBaAI, INDIA TokYo, Jaran March 15, 2005 By HanD DELIVERY Marlene Dortch Federal Communications Commission The Portals 445 12th Street, S.W. ‘ Washington, D.C. 20554 Re: Notification pursuant to Section 63.21(h) of the Commission‘s Rules of Provision of International Service Through Subsidiaries; Notification pursuant to Section 63.24 (f) of the Commission‘s Rules of a Pro Forma Transaction; NuVox, Inc. —ITC—214—19990323—00165 Attention: International Bureau Dear Ms. Dortch: NuVox, Inc. ("NuVox"), by its attorneys, hereby notifies the Commission that its wholly—owned subsidiary, NuVox Communications, Inc. f/k/a NewSouth Holdings, Inc. ("NuVox Communications"), a Delaware corporation, has begun providing service under NuVox‘s 214 authorization referenced above (ITC—214—19990323—00165). For the Commission‘s convenience, NuVox has appended hereto Aftachment A which lists all the subsidiaries of Nuvox that currently are operating pursuant to its international 214 authorization, as permitted by Section 63.21(h) of the Commission‘s Rules. DCQO1/CONWM/230668. 1

KELLEY DRYE & WARREN ucp Marlene Dortch March 15, 2005 Page 2 By way of background, as part of an internal corporate reorganization, two of NuVox‘s subsidiaries, NuVox Communications, Inc., a South Carolina corporation, and NewSouth Communications Corp., a Delaware corporation, were merged into NuVox Communications as part of a reorganization that has been consummated. All of the customers and operations of these two subsidiaries were transferred to NuVox Communications which now provides telecommunications services to their former customers. NuVox notified the Commission of the transfer of subscribers to NuVox Communications pursuant to 47 C.F.R. Section 64.1120 in CC Docket No. 00—257 on October 28, 2004. NuVox hereby notifies the Commission, pursuant to Section 63.24(f) of the Commission‘s Rules, of the pro forma transfer of customers from NuVox Communications, Inc., the South Carolina corporation, and NewSouth Communications Corp., the Delaware corporation, to NuVox Communications, Inc., the Delaware corporation, f/k/a NewSouth Holdings, Inc. Each of these entities is a wholly owned subsidiary of NuVox. Thus, because the transfer of customers is among affiliated companies ultimately owned by the same parent, NuVox, the transfer is pro forma in nature. Since NuVox Communications, Inc., the South Carolina corporation (ITC—214— 19991119—00742), and NewSouth Communications Corp., the Delaware corporation (ITC—ASG— 19980929—00708), no longer exist, NuVox also notifies the Commission of the surrender of their international Section 214 authorizations. Various other subsidiaries of NuVox listed on Attachment A maintained their state authorizations and continue to operate as prior to the reorganization. These subsidiaries that are not affected by the reorganization, together with NuVox Communications, will all operate pursuant to Nuvox, Inc.‘s Section 214 authorization referenced above. In accordance with Section 63.24(f) of the Commission‘s Rules, NuVox provides the following information: (i) The information requested in paragraphs (a) through (d) and (h) of§63.18 for the transferee/assignee: (a) The address and telephone number of NuVox Communications, Inc. is: Two North Main Street Greenville, South Carolina 29601 864—672—5000 (b) NuVox Communications is organized under the laws of Delaware. DCOLCONWM/230668.1

KELLEY DRYE & WARREN icp . Marlene Dortch March 15, 2005 Page 3 (c) Correspondence concerning this notice should be sent to counsel: Melissa S. Conway KELLEY DRYE & WARREN LLP 1200 19" Street, N.W., Suite 500 Washington, D.C. 20036 mconway@kelleydrye.com (d) NuVox Communications has not previously received authority under Section 214 to provide any type of international service. (b) NuVox Communications is a direct, wholly owned subsidiary of Gabriel Communications Finance Company ("Gabriel"), a Delaware corporation, located at Two North Main Street, Greenville, South Carolina 29601. Gabriel is a holding company and a direct, wholly owned subsidiary of NuVox, Inc., a privately—held Delaware corporation, located at Two North Main Street, Greenville, South Carolina 29601. Through the operations of its subsidiaries, NuVox, Inc. is a facilities—based integrated communications provider of voice and data telecommunications services to business customers. The following entities hold 10% or more of the total outstanding stock of NuVox, Inc.: NSHLI. NSHI Ventures LLC ("Ventures") is a Delaware limited lability company that holds 17.6 percent of the voting and equity interests in NuVox. Ventures has no other business interests. Ventures‘ address is c/o Kohiberg Kravis Roberts & Co. LP., 2800 Sand Hill Road, Suite 200 Menio Park, CA 94025. Ventures‘ managing member and 98 percent owner is KKR 1996 Fund L.P., a Delaware limited partnership ("Fund L.P."), located at 9 West 57th Street, New York, NY 10019. This is an investment fund with the two largest limited partnership interests of approximately 13 percent each being held by two state retirement funds. The sole general partner of Fund L.P. is KKR Associates 1996 L.P., a Delaware limited partnership ("Associates L.P.") The sole general partner of Associates L.P. is KKR 1996 GP LLC, a Delaware limited liability company, whose managers are Henry R. Kravis and George R. Roberts. The address of each of the above—mentioned individuals and entities other than Ventures is 9 West 57" Street, New York, NY 10019, and the principal business of each of the above—mentioned entities and individuals DCOLCONWM/230668.1

KELLEY DRYE & WARREN uce . Marlene Dortch March 15, 2005 Page 4 is investment. No other partner, general or limited, holds a 10 percent or greater interest in Fund L.P. All of the above entities are affiliated with Kohlberg Kravis Roberts & Co. L.P. (°KKR"), a private investment firm that makes equity investments through various entities for itself and its shareholders. For additional information about KKR, please see its website at www.kkr.com. Wachovia. Wachovia Corporation ("Wachovia"), a corporation formed under the laws of the state of North Carolina, holds 11.6 percent of the voting and equity interests in NuVox. Wachovia is a multi—bank holding company whose address is One Wachovia Center, 301 South College Street, Charlotte, NC 28288—0732. Wachovia holds these interests through eight (8) direct or indirect subsidiaries, all of whom are owned and ultimately controlled by Wachovia: Wachovia Capital Partners, Inc. (WCP") (4.62 percent); Wachovia Capital Investments, Inc. ("WCI") (.01 . percent); Wachovia Bank, National Association ("WBNA") (.56 percent); Wachovia Capital Partners 1998—11, LLC f/k/a First Union Merchant Banking 1998—II, LLC ("WCP 1998") (.03 percent); Wachovia Capital Partners 1999—II, LLC f/k/a First Union Merchant Banking 1999—II, LLC ("WCP 1999") (.07 percent); Wachovia Capital Partners 2001, LLC ("WCP 2001") (.03 percent); Wachovia Capital Partners 2002, LLC ("WCP 2002") (.34 percent); and Wachovia Capital Partners 2003 ("WCP 2003") (5.88 percent). WCI is a Georgia corporation; WBNA is a national banking association (U.S.); WCP is a Virginia corporation; and WCP 2001, WCP 2002, WCP 2003, WCP 1998, and WCP 1999 are all North Carolina limited liability companies. The principal business of WBNA is banking; the principal business of the remaining subsidiaries is investment. The address ofall subsidiaries is the same as Wachovia. There are no 10 percent or greater shareholders of Wachovia. M/C Partners. M/C Venture Partners V, LP. ("MC Partners") is a Delaware limited partnership. Its address is 75 State Street, Suite 2500, Boston, MA 02109. Two state retirement funds hold a 12.2 percent and 11.8 percent interest respectively in MC Partners. MC Partners is controlled by its general partner, M/C VP V, LL.C., a Massachusetts limited Hability company located at the same address as MC Partners. The managers of MW/C DCOLCONWM/23066E.1

KELLEY DRYE & WARREN ie . Marlene Dortch March 15, 2005 Page 5 VP V, L.L.C. are James F. Wade, David D. Croll, Peter H.O. Claudy, John W. Watkins, John Van Hooser, John P. Ward, and Matthew J. Rubins. MC affiliates invested in NewSouth include Chestnut Venture Partners, L.P. ("Chestnut") and M/C Venture Investors L.L.C., both located at the same address as MC Partners. Chestnut is a Delaware limited partnership controlled by its general partner, Chestnut Street Partners, Inc., whose President and sole shareholder is David D. Croll. M/C Venture Investors is controlled by its managers: James F. Wade, David D. Croll, Peter H.O. Claudy, and Matthew J. Rubins. All of the above—mentioned individuals are U.S. citizens. The principal business of each of the above—mentioned individuals and entities is investment, and the address of each is 75 State Street, Suite 2500, Baston, MA 02109. MC Partners and its affiliates hold 10.1 percent of the voting and equity interests in NuVox. No other shareholders hold 10 percent or more of the voting and equity interests in NuVox. There are no interlocking directorates with foreign . . catier. (i1) A certification that the transfer of control or assignment was pro \forma and that, together with all previous proforma transactions, does not result in a change in the actual controlling party. Please see Attachment B. Enclosed please find five (5) copies of this letter, a duplicate copy, and an extra copy marked "KDW Stamp—In" to be date—stamped and returned to us in the envelope provided. Should you have any questions with respect to this matter, please do not hesitate to contact the undersigned. Respectfully submitted, |ligce Melissa S. Conway Enclosures ce: Susan O‘Connell, 1B Teri Natoli, Wireline Riley Murphy, NuVox DCQOLCONWM/230668.1

Attachment A The following wholly—owned subsidiaries of NuVox, Inc. provide service pursuant to NuVox, Inc.‘s international Section 214 authorization: Company Place of Legal Organization NuVox Communications, Inc. fka NewSouth Holdings, Inc. Delaware NuVox Communications of Arkansas, Inc. Delaware NuVox Communications ofHlinois, Inc. Delaware NuVox Communications of Indiana, Inc. Delaware NuVox Communications of Kansas, Inc. Delaware NuVox Communications of Missouri, Inc. Delaware NuVox Communications of Ohio, Inc. Delaware NuVox Communication of Oklahoma, Inc. Delaware NewSouth Communications of Virginia, Inc. Virginia DCOLCONWM/230668.1

ATTACHMENT B The undersigned hereby certifies, with respect to the foregoing notification of the pro forma transfer of customers to NuVox Communications, Inc., that the transfer was pro forma as described in Section 63.24(a) of the Commission‘s Rules and thatthis transfer, together with all previous pro forma transactions, does not result in a change of the carrier‘s ultimate control. a Riley M. Murphy Executive Vice Presi , General Counsel & Secretary NuVox, Inc. Two North Main Street Greenville, SC 29601 . 864—672—5045 Date: March 14, 2005 DCOV/CONWM/230668.1


Document Created: 2005-07-26 13:02:05
Document Modified: 2005-07-26 13:02:05
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC