Attachment 20170905164454-623.p

20170905164454-623.p

SUPPLEMENT

Supplement

2006-01-30

This document pretains to ITC-ASG-20060130-00081 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2006013000081_1627036

Pro Forma ITC—ASG—20060130—00081 PAETEC Communications, Inc. O’ gzéM] m:! A]T:;c% p issi mate c bout quality" ym ~ | | AZCEIVED Jan iary27, 2006 JAN 3 0 2006 VL JE E_I ERA L[ SX PI ES : 6 era‘Co nmumcatfons Com nission C fnca of Secretary Ma lene1. Dotoli, { ec ret iry * Fed sral C omminizatior s Cor 1x ission Inte m: ticnal B iweau — Folicy Wi eliae Comp etiio i F urcau — CPD —— 214 Appls. 445 Tivelfth St:ee: S V Wahirg!lon, DC 2.05 54 Rs:; Notif ca tion cf I‘ro Forma Assignrient; Surrend er of Se ‘tion 214 Authorit; File Mo. 11 C—21.1—19960823—00397 DeirMs. Dortch: Pursuant to S sctior 214 of the Communication s Act f 95 4, as amen led (the "Act‘) and Sec i0i1s 33.24(d) an 1 63.18 cf t 1e Code of Federal Re gul ati : ("CFR‘ ), 1‘A ZTEC Cor un unications, In. (‘P.AETEC") and Americ:iin Long it es, In :. ("A M L °) (together the "Pa ties", hereby nc ‘if / tke Coramission of a pro forn ia : ss: gn ne at vh 2reby tele soronm unicatio is :or ipiiniss iffiliated by common owier shi> t av: n erjgzec. and discontir ued cert ain operations. Spe ifically, PAETEC and AMLL, w ic ia:e »ota vhclly —owned sub :id ar es of PAE] EC Corp., inderwent a transaction c n D)ecen ber 3 1, :0( 5 whereby AlMLL mei ged inito PAETE: 3, ‘A ETEC took over providing sem ice tc th: AMLL ct stomers and ANV LL hiis discontin i1e(| providi ag service to its customes ( he "I ransa stion‘ ). In support of this Notification Letter, the Parties state as fo lows J. The Parties \A. PAETEC Communications, Inc. PAETEC is a privately—held Delaware corporation with principal offices located at One PAETEC Plaza, 600 Willowbrook Office Park, Fairport, New York 14450, (877) 340—2600. PAETEC is authorized to provide facilities based and resale carrier international services pursuant to Section 214 authorization granted by the commission in File No. ITC—214—199809— 05—00658 (November 6, 1996). PAETEC is also authorized to provide interexchange and/or competitive local exchange service in numerous other states pursuant to certification, registration, or tariffrequirements, or on a deregulated basis. PAETEC is a wholly owned subsidiary of PAETEC Corp., a pn'vately held Delaware corporation with a principal address of One PAETEC Plaza, 600 Willowbrook Office Park, Fairport, NY 14450. PAETEC Corp. is the holding company of several subsidiaries, including —1 — . PAETEC Communications, Inc. | One PAETEC Plaza | 600 WillowBrook Office Park | Fairport, NY 14450

both Partles in this proceeding. Further information regarding PAETEC Cor>. is provided in _ Section [LC. below. B. American Long Lines, Inc. AAMLL is a privately—held Pennsylvania corporation with prir cipal of ices located at O ie PAETEC Plaza, 600 Willowbrook Office Park, Fairport, New York 4450), (37") 340—2600. AMLL isauthorized to provide facilities basedand resale carrier inte mmation: 1 s »rvices pursua it to Section 214 authorization granted by the commission in File No. I TC—21419960823—00:9" (October 10, 1996); AMLL offers resold local and long distance tele comtau: ric ations service: in markets throughout the United States, primarily in the Northeast Uni :ed States. AMLL also is a wholly owned subsidiary of PAETEC: Corp., a privatly held Delawar : corporation with a principal address of One PAETEC Plaza, 600 Wil lowbroc k Office Park, Fairport, NY 14450. Early in 2005, PAETEC Corp. received appro val fron. the Commissior tc — acquired AMLL in WC Docket No. 05—19, DA 05—179 (January 26, :‘005). C. PAETEC Corp. Although not a party to this Application, PAETEC C »rp. is t! e controlliig entity of be th PAETEC and AMLL and therefore the following ownership informs tion is bein g provided pursuan to the Section 63.18(h) of the CFR: The following entities directly own ten percent (10% ) or mor : of the »quity of PAETEC Corp.: Name: Madison Dearbormn Cap ital Part ners III, L.?. Address: Three first National Plaza Suite 3800 Chicago, IL 50502 Citizenship: U.S.A. Percentage Owned: 27:3%‘ Principal Business: Equity Investment * Includes shares held of record by Madison Dearborn Capital Partners IH, L.P. (MDCP), shares held of record by Madison Dearborn Special Equity III, L.P. (MDSE) and shares held ofrecord by Special Advisors Fund I, LLC (SAF). —7. PAETEC.Communications, Inc. | One PAETEC Plaza | 600 WillowBrook Office Park | Fairport, NY 14450

Name: TheBlackstone Group Address: 345 Park Avenue 31" Floor . New York, NY 10154 Citizenship: U.S.A. . Percentage Owned: 19.5%" Principal Business: Equity Investment , No other person or entity directly or indirectly owns ten percent (10%) or more of the equity of PAETECCorp. Notwithstanding the foregoing disclosures, PAETEC also reports that the followingindividual controls PAETEC Corp. by virtue of super—voting rights associated with the class of PAETEC Corp. stock he holds, although his equity ownership interest in PAETEC corp. is less than ten percent (10%). Name: Arunas A. Chesonis Address: — 18 Buckthorn Run Victor, NY 14564 Citizenship: U.S.A. Percentage Owned: .©5.98% Principal Business: Individual IIL DESIGNATED CONTACTS All matters related to this Notification shouldbe addressed to the following: Mary K. O‘Connell, Esq. Senior Corporate Counsel PAETEC Communications, Inc. One PAETEC Plaza 600 Willowbrook Office Park Fairport, NY 14450 Tel: (585) 340—2669 Fax: (585) 340—2563 E—mail: mary.oconnell@paetec.com IV. CERTIFICATION OF PRO FORMA ASSIGNMENT As detailed above, both AMLL and PAETEC are wholly—owned subsidiaries of PAETEC Corp. The merger of AMLL into PAETEC has resulted in an assignment from one corporation (AMLL) to another corporation {PAETEC) owned and controlled by the same stockholders without any change in their interests. The Parties hereby certify that the assignment was pro forma, and that, together with all previous pro forma transactions, does not result in a change in the actual controlling party. > Includes shares of common stock owned of record by Blackstone CCC Capital Partners L.P., Blackstone CCC Offshore Partners L.P. and Blackstone Family Investment partnership III L.P. «3 — PAETEC Communications, Inc. | One PAETEC Plaza | 600 WillowBrook Office Park | Fairport, NY 14450

By way of background, the Parties providethe followinginformation: 3. Early in 2005, PAETEC Corp. decided to acquire AMLL in order to expand PAETEC Corp.‘s telecommunicationsoperations in a cost—efficient manner, thereby enhancing its competitive position and ability to provide integrated telecommunications services to customers nationally. After receiving approval fromthe Commission and the requisite state regulatory agencies, PAETECCorp. and AMLL consurnmated the transaction. AMLLthereby joined PAETEC as a wholly—owned subsidiary of PAETEC Corp. However, AMLL and PAETEC continued to maintain separate billing systems, customer service operations, and other internal processes that were largely duplicative. In order to eliminate redundancies and inefficiencies, and to further streamline company operations, the Parties decided that they should consolidate their administrative andbusiness operationsinto a unified system. To that end, on December 31, 2005 the Parties merged AMLL into PAETEC, transferred all of AMLL‘s customers to PAETEC, and discontinued AMLL‘s operations. A diagram depicting the transaction is attached hereto as Exhibit A. 11. AMLL sent notice to its customers pursuant to Section 64.1120(e)(3) ofthe Commissions rules, thatit intended to discontinueservice at least thirty (30) days prior to the transition of service to PAETEC. The discontinuance notice, which was mailed to customers on November 21, 2005 is attached hereto as Exhibit B. AMLL‘s customers did not experience any disruptions in service, and there will be no immediate changes to the rates and services provided to AMLL‘s existing customers. Upon expiration ofanyservice contracts with AMLL‘s customers, those customers will have the option to continue service with PAETEC pursuant to its then—current rates, terms, and conditions or other negotiated agreements, or to select service from another telecommunications service provider. ii1. Because the Parties are managed by the same team of well—qualified officers and directors, key personnel in charge of the companies‘ operations have not changedasa result of the merger and discontinuance. PAETEC‘s management, which oversees AMLL‘s current operations, have ensured that AMLL‘s customers continueto receive high quality and innovate services before and after the transition. Affected customers have received the same services from PAETEC that they previously received from AMLL, and PAETEC will continue to provide services pursuant to its own certificate of authority, as referenced above. iv. The primary objective of the Transaction was to achieve greater corporate efficiencies by eliminating duplicative billing systems, customer service operations, and other internal processes maintained by the Parties. The Transaction will serve the public interest by combining the financial resources and complementary operating, technical, and managerial strengths of PAETEC and AMLL to better serve the companies‘ constituent subscribers. The Parties anticipate that the Transaction will result in a more efficient company better equipped to accelerate its growth as a competitive telecommunications provider and that Transaction will enable PAETEC to strengthen its competitive position, which will inure to the benefit of consumers through improved service. The Transaction will also ensure continued provision of high quality, affordable telecommunications services to existing customers, and should promote competition in the telecommunications services market by offering consumers a cost effective and competitive alternative. _4_ PAETEC Communications, Inc. | One PAETEC Plaza | 600 WillowBrook Office Park | Fairport, NY 14450

v. PAETEC serfifies Jursuant to Sections 1.2001 through 1.2003 of the ‘Commission‘srules that :s not subject to ‘a denial of Federal benefitspursuant to Section 5..01 of _ the Anti—Drug Abuse Act of 1998". v. CONCLUsION As described above, AMLL and PAETEC are wholly—owned sub31d1anes of PAET C Corp and they consummiated : pro forma transaction on December‘31, 2005, whereby AAX [L. /s Section 214 authorization was assigned to PAETEC. This notice is bemg filed within thirt ; (}0) days after completion of ‘he assignment as permitted under Section 63.24 of the Commissi m‘s —rules. Because PAETEC holds its own Section 214 authorization, AMLL‘s Section 214 is duplicative. Accordingly, the Parties respectfully notify the Commission ofthe Transactio 1, : nd surrender AMLL‘s Section 214 authority to the Commission. Please date—stamp the extra copy ofthis filing, and return it to us in the enclosed se £— addressed stamped envelope. Should you have any questions with respectto this matter, p ea ie do not hesitate to contact the undersigned. > Respectfully suibtnit:ed, tllu, 4.0 emw Mary K. O‘GConnell, Esq Semior Corporate Counsel PAETEC Communications, Inc. One PAETEC Plaza 600 Willowbrook Office Park Fairport, NY 14450 Tel: (585) 340—2669 Fax: (585) 340—2563 E—mail: mary.oconnell@paetec.com Date: January 27, 2006 cc: George Li (via email) Susan O‘Connell (via email) David Krech (via email) Renee Crittendon ({via email) Tracey Wilson— Parker (via email) Alexis John (via email) Kimberly Jackson (via email) > 21 U.S.C. § 3301 C3.~ PAETEC Communications, Inc. | One P_AETEC Plaza | 600 WillowBrook Office Park | Fairport; NY 14450

EXHIBITS Exhibit A > Pié/Post-Mérger Corporate Structure Exhibit B Diséontinuan‘ce Notice — 6.— PAETEC Communications, Inc. | One PAETEC Plaza | 600 WillowBrook Office Park | Fairport, NY 14450

EXHIBITA j Pre/Pos't-Merg,er' Corporaté 'Strucmre ~7— PAETECG Com_municatioh's,l Inc. | One PAETEC Plaza ]'500 WiHowBrook Office Park | Fairport, NY 14450

CorporateStructure — PRE Mer"ge:r | | | PAETECCorp | MEECGRHCOp |MSECGomicios| _ MHE —_| MEKChignd AmertanLongLinsnc | | ~ ofVirgaiaInc. Communications, Inc. | SolutionsGroup Inc. « * ~ 8 ~ — . PAETEC Communications,Inc. | One PAETEC—Plaza ‘| 600 WillowBrook OfficePark | Fairport,.NY 14450

Corporate Structure — PO,ST Merger _ PAFTECCp. | _ | Delawae o| PABTECCapital Corp PAETEC Communicatiom PAETEC Integrated PAETEC Software Corp. ofVirginia Inc. Solutions Group, Inc. | New York ~=9— PAETEC Communications, Inc. | Oné PAETEC .!’Iaia' | 600 WillowBrook Office Park | Fairport, NY 14450

EXHIBIT B Discontinuance Notice — 10 — . PAETECCommunications, Inc. | One PAETECPlaza |. 600 WillowBrook Office Park|_Fairport; NY 14450

APAETEECoinpa i. ® AMERICAN _ONG LIME3, NZ. and P.AE THC COIMAIUNICT O NS, INC. "Tass ona:e Alo it Qua it November 21 & 2C Of Dear Valued Americar Long Line s Cus to ner: American Lon j Lings, nc. ( AML ") and 22 ECEC; Communications , l 1c ("PAETEC") ars ssionate about brinting y ou, our \ allue| castonmie , cus lity services. AMLL hecarme an atfilfate o PAETEC in Febraaly ::‘005. PAETEC a privatel; t eli! c on peny, h as beer piov ‘ding an enh:ancec suite of communication s am iess :o cas orme s since 1696 . W th an ur wivering :o nruitinent to qu:alil y, PAETEC now se ves i nore tha i 11,00) nmiedium .an 1 fiirg 2iz 2d bt sir ess cus to ners throu ghou : t!l e United States. AMLL ar d PA ZTEC ar »r ow c in bining tae r c pera ions in orcer to m ix) mize the tenefis hetwe may bring to you The resultw li ie a : in jle com»a y P AE TEC. FAETEC w ll cor tinue providi 1igthe services you curr enily receive 1 oi n . \Iy LL . FAETIZC w ll L etininvoi :ing for yo ir su rent seivice: o icr about January 1, 2( 0¢ , ger dinj & ll t eces sa y regul atcry ap provils | AMLL and PAECES w It vo k 0 snuure the tthe ra is‘er of yaour service ; to PAETIIC is _ seamless. Your curer tservsice s viill cont us to be orcviddee und ar ‘he: same i ats, terms nc con| itims _ that you currenth enjo ; viith AML .. Ary uture chaliges niates, te ms and coniliti ons of sarvic : v ill e provided to you zs req uired by avv/; io‘ ve sei, no chiinvie: a e aniicima‘ed. PAZIEC will be resp on sitkle for handling any quest ons or is st as pt or to and du in jtiie rens‘er. PAETEC will also be respc ns ibl 3 for any carrier chance ch:iirges the tria b e ssociated wi h he tranife®. If you have:placed a "free e o1 the ~ current services, the fi seze wil be Ii te 1 (Fnseded) an 1 j ou r sermvic 3s will be 1 ‘ansfarred to PAE TE C. As the service subscrit er you must c on act y our local s ervic : ; roridar ‘f such pre vicer is not FAET:C, to re— establish freeze prote« tion for you r ser ic as after th : cate c‘fina tr ansfer. As always, you have the right to choose a different carrier for your services. If you do take steps to transfer your service to a different carrier you will need to make sure that the new service is ordered and provisioned no later than December 31, 2005. Please note, that choosing to terminate services may result in early termination charges being assessed per your AMLL contract. If you are a customer of AMLL on the date of the transfer and you have not informed AMLL that you have made arrangements to switch to a carrier other than PAETEC, your services will automatically be transferred to PAETEC. AMLL and PAETEC are passionate about quality and committed to providing you with outstanding customer service, as well as an enhanced suite of products aimed to meet all of your communications needs. We look forward to continuing the mutually beneficial relationship that you have built with AMLL. If you have any questions, please do not hesitate to contact your AMLL account team or PAETEC to learn more about the company and the service offerings. Please call us toll free at 1—800— 922—7730 or visit the PAETEC website at www.paetec.com. Cordially, Doug Derstine _ VicePresident >> PAETEC Communications, Inc. | One PAETEC Plaza. | 600 WillowBrook Office Park | Fairport, NY 14450.


Document Created: 2019-05-26 06:17:58
Document Modified: 2019-05-26 06:17:58
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