Attachment USConnect Intl 214 M

USConnect Intl 214 M

NOTICE submitted by US Connect Holdings, Inc.

Notice of LOA

2017-03-27

This document pretains to ITC-ASG-20130927-00269 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2013092700269_1203028

                                                   WooDs — AITKEN                                          LINCOLN OFFICE
                                                                                                                   Surre 500
                                                                                                       301 SoutH 137k StReer
                                                                                                LNCOLN, NEBRASKA 68508—2578
                                                             SUITE 200                                TELEPHONE 402—437—8500
                                                     2154 WISCONSIN AvENUE, NW                              Fax 402—437—8558
                                                       WaASHINGTON, D.C. 20007
                                                       TELEPHONE 202—944—9500
                                                                                                             OMAHA OFFICE
                                                          FAX 202—944—9501                                       Sutte 525
                                                                                                        10250 REorncy CiroLs
                                                          www.woodsaitken.com                    OMAHA, NEBRASKA 681 14—3754
  THOMAS J. MOORMAN                                                                                   TELErHONE 402—898—7400
 Direct Dial: 202—944—9502                                                                                  FAx 402—898—7401
 E—Mail: imoorman@woodsaitken.com
 Admitted to practice only in the District of
 Columbia


                                                         October 13, 2009



E—FILING VIA IBFS

Ms. Marlene H. Dortch
Secretary
Federal Communications Commission
445 12"" Street SW, Room TW—B204
Washington, DC 20554

                      Re:         Supplement: Replacement to Response to Question No. 11 from to Eastern Kansas
                                  Holdings, Inc. International Pro Forma Assignment Application Filed July 17, 2009,
                                  File No. ITC—A$G—20090717—00335


Dear Ms. Dortch,

       Attached please find a supplement to the proforma application noted above. Please direct any inquiries
concerning this matter to the undersigned.

                                                      Respectfully submitted,


                                                       Shawfflanny
                                                      Thomas J. Moorman

Attachment


                                                   Supplement:
     Replacement to Response to Question No. 11 from to Eastern Kansas Holdings, Inc.
               International Pro Forma Assignment Application Filed July 17, 2009,
                                     File No. ITC—ASG—20090717—00335

                                                    Page 1 of 2

         This supplement is being filed to supplement and clarify the response to Question No. 11
to the July 17, 2009 pro forma transfer of control application, File No. ITC—T/C—20090717—
00335. For convenience, the information originally provided in the response to Question No. 11
in the July 17, 2009 proforma application is also provided herein.

         This supplement is being filed to update the ownership of Eastern Kansas Holdings, Inc.
("Eastern Kansas") reflected in the response to Question 11 in the July 17, 2009 proforma
assignment application. ‘ Prior to the instant pro forma application, Eastern Kansas was a
wholly—owned subsidiary of American Broadband Acquisition Corporation ("ABAC"). As
reported in the July 17, 2009 pro forma application, Eastern Kansas was merged into ABAC on
December 31, 2008. As a result of this merger, the international Section 214 authorization held
by Eastern Kansas has been assigned to ABAC. See attached corporate chart.

         As reflected in the July 17, 2009 proforma application, ABAC is 100% owned by ABB
Holdco, Inc. ("Holdco"), a U.S. corporation organized under the laws of the State of Delaware.
The 10% or greater shareholders of Holdco are American Broadband Communications, LLC
("American Broadband") (49%) (a U.S. limited liability company organized under the laws of
the State of Delaware) and Signal Equity Partners II, L.P. ("Signal") (27%) (a U.S. limited
partnership organized under the laws of the State of Delaware).

         Patrick L. Eudy, a U.S. citizen and telecommunications executive, is the only member of
American Broadband with successive multiplied interests of 10% or greater of the equity
ownership in ABAC.*

        As also reflected in the July 17, 2009 pro forma application, the only entity in Signal with
successive multiplied interests of 10% or greater in Mail Holdings is Garden House, LLC (a U.S
limited liability company organized under the laws of the State of Delaware and whose principal
business is investment), which owns a 58.9% limited partnership in Signal. Garden House, LLC,
in turn, is owned 95% by Eliot Nolen, a U.S. citizen and investor. At the same time, however,
Signal‘s operations are controlled by its General Partner, Signal Equity Advisors, II, LLC ("SEA
II"). SEA—II owns a 2.94 percent interest in Signal. SEA—II owners of 10% or greater are each

‘ While Eastern Kansas held the authorization, its wholly—owned subsidiary, S&A Communications, Inc. dba S&A
Long Distance, operated under that authority effective January 1, 2007, although the Section 63.21(h) notification
that S&A Communications, Inc. was operating under Eastern Kansas‘ authority issued in File No. ITC—214—
20000310—00140 had not been filed.
* Signal also holds non—voting, preferred stock in Holdco.
* In preparing this supplement to the July 17, 2009 proforma notification, an inadvertent reference in the
Attachment A to that notification to an entity not within the corporate hierarchy of Eastern Kansas was made. This
has been corrected in this supplement.


                                     Supplement:
    Replacement to Response to Question No. 11 from to Eastern Kansas Holdings, Inc.
          International Pro Forma Assignment Application Filed July 17, 2009,
                               File No. ITC—ASG—20090717—00335


                                            Page 2 of 2


citizens of the United States and are Timothy P. Bradley (22.3%; Alfred J. Puchala, Jr. (22.3%);
Christopher Nolen (19.6%); Malcom C. Nolen (19.6%) and Charles T. Lake II (11.2%).

       Through its July 17, 2009 proforma application, Signal also updated the ownership
percentage it has in Holdco. Specifically, Signal noted that in the original application of Eastern
Kansas Holdings, Inc., it was reported that Signal owned 51% of the equity of Holdco. On June
16, 2005, the interest was 27% as reported in the July 17, 2009 proforma transfer of control
application and herein. However, the control of Holdco remained and remains in Signal as
Signal remains able to designate and has designated the majority of the Board of Directors of
Holdco. This control, in turn, has allowed Signal to designate those individuals that oversaw the
day—to—day operations of Eastern Kansas and the operating entities.


Eastern Kansas Holdings Inc. Pro Forma Notification


          Before                     After



       ABB Holdco                 ABB Holdco




        American                   American
       Broadband                   Broadband
    Acquisition Corp.           Acquisition Corp.


              100%                       100%

                                     S&A
     Eastern Kansas            Communications,
      Holdings, Inc.           Inc. dba S&A Long
                                    Distance

              100%

          S&A
    Communications,
    Inc. dba S&A Long
        Distance


                                       DECLARATION

        1, Greg Killpack, President of American Broadband Acquisition Corporation (the
"Company"), do hereby declare under penalties of perjury that I have read the foregoing
supplement, and the information contained therein regarding the Company and its affiliates is
true and accurate to the best of my knowledge, information, and belic£.


                                                            Date: (&"/é é?
_C
 President





Document Created: 2017-03-28 13:06:54
Document Modified: 2017-03-28 13:06:54

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