Attachment Attachment 1

This document pretains to ITC-ASG-20131216-00335 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2013121600335_1030507

                                      ATTACHMENT 1

Notification of the Pro Forma Assignment of the International Section 214 Authorization of
                  IntelePeer, Inc. to IntelePeer Cloud Communications LLC


        Pursuant to Section 63.24(f) of the Commission’s rules, 1 IntelePeer, Inc. (“IntelePeer”)
and IntelePeer Cloud Communications LLC (“IntelePeer Cloud”) notify the Commission that the
international Section 214 authorization (File No. ITC-214-20030529-00263) of IntelePeer was
assigned on a pro forma basis to IntelePeer Cloud on November 15, 2013. Because the
assignment did not result in a change in ultimate control of the international Section 214
authorization, the assignment was properly classified as pro forma.


Answer to Question 10:

Contact Information for This Notification

Kristin L Manwarren                                      With a copy to:
Vice President, Legal and Regulatory Affairs             Jennifer L. Kostyu
IntelePeer Cloud Communications LLC                      Philip J. Roselli
177 Bovet Road, Suite 400                                Wilkinson Barker Knauer, LLP
San Mateo, CA 94403                                      2300 N Street, N.W., Suite 700
Telephone: 650-525-9200                                  Washington, D.C. 20037
Fax: 650-287-2628                                        Telephone: 202-783-4141
regulatory@intelepeer.com                                Fax: 202-783-5851
                                                         jkostyu@wbklaw.com
                                                         proselli@wbklaw.com


Prior International Section 214 Authorizations

       IntelePeer Cloud holds no international Section 214 authorizations other than the
authorization that is the subject of this notification.




1
    47 C.F.R. § 63.24(f).

                                                1


Answer to Question 11:

        The following entities currently hold an approximate ten percent or greater direct or
indirect interest in IntelePeer Cloud: 2

Name:                   IntelePeer Holdings, Inc. (“IntelePeer Holdings”) 3
Address:                177 Bovet Road, Suite 400
                        San Mateo, CA 94403
Citizenship:            Delaware
Principal Business:     Holding Company
Interest:               100% membership interest as the sole member of IntelePeer Cloud

Name:                   VantagePoint Venture Partners 2006(Q), L.P.
Address:                1001 Bayhill Drive, Suite 300
                        San Bruno, CA 94066
Citizenship:            Delaware
Principal Business:     Investments
Interest:               27.54% indirect stock ownership (assuming all convertible securities are
                        converted to common stock, all notes are converted to common stock, and
                        excluding options and warrants) (21.27% interest on an as converted, fully
                        diluted basis, assuming all convertible securities are converted to common
                        stock, all notes are converted to common stock, all outstanding options
                        and warrants are exercised, and all available options are granted and
                        exercised).

Name:                   Kennet II, L.P.
Address:                950 Tower Lane, Suite 1710
                        Foster City, CA 94404
Citizenship:            Guernsey
Principal Business:     Investments
Interest:               27.41% indirect stock ownership interest (assuming all convertible
                        securities are converted to common stock, all notes are converted to
                        common stock, and excluding options and warrants) (21.17% on an as
                        converted, fully diluted basis, assuming all convertible securities are
                        converted to common stock, all notes are converted to common stock, all

2
 The following approximate ownership interests are current as of November, 2013, and are subject to
minor fluctuations.
3
  At the time of the pro forma assignment of the international Section 214 authorization from IntelePeer
to IntelePeer Cloud, IntelePeer Cloud was a wholly-owned direct subsidiary of IntelePeer, which was a
wholly-owned direct subsidiary of IntelePeer Holdings. IntelePeer was subsequently acquired by another
company. Thus, IntelePeer is no longer within the IntelePeer family of companies and IntelePeer Cloud
is now a wholly-owned direct subsidiary of IntelePeer Holdings. For completeness, however, at the time
of the pro forma assignment, IntelePeer’s address was 177 Bovet Road, Suite 400, San Mateo, CA 94403.
IntelePeer is organized under the laws of the state of Delaware, and is a communications service
company.

                                                   2


                      outstanding options and warrants are exercised, and all available options
                      are granted and exercised). In addition, Kennet II, L.P.’s affiliate, King
                      Street Partners, L.P., has a 0.12% indirect stock ownership interest
                      (assuming all convertible securities are converted to common stock, all
                      notes are converted to common stock, and excluding options and warrants)
                      (0.09% on an as converted, fully diluted basis, assuming all convertible
                      securities are converted to common stock, all notes are converted to
                      common stock, all outstanding options and warrants are exercised, and all
                      available options are granted and exercised).

Name:                 Northcap Partners/IVS A/S
Address:              Sundkrogsgade 7
                      2100 Copenhagen, Denmark
Citizenship:          Denmark
Principal Business:   Investments
Interest:             12.35% indirect stock ownership interest (assuming all convertible
                      securities are converted to common stock, all notes are converted to
                      common stock, and excluding options and warrants) (9.48% on an as
                      converted, fully diluted basis, assuming all convertible securities are
                      converted to common stock, all notes are converted to common stock, all
                      outstanding options and warrants are exercised, and all available options
                      are granted and exercised), through IVS Fund II K/S (8.23%
                      undiluted/6.32% diluted) and IVS/AS (4.12% undiluted/3.16% diluted).

To the best of IntelePeer Cloud’s knowledge, no other person or entity holds a ten percent or
greater interest in IntelePeer Cloud.

Answer to Question 12:

       IntelePeer Cloud has no interlocking directorates with foreign carriers.

Answer to Question 13:

        IntelePeer assigned the subject international Section 214 authorization to IntelePeer
Cloud, a Delaware corporation, on November 15, 2013. As described above, at the time of the
assignment IntelePeer and IntelePeer Cloud were both wholly-owned subsidiaries of IntelePeer
Holdings. Accordingly, the assignment did not result in a change in ultimate control of the
authorization, which remains with IntelePeer Holdings. The assignment was therefore properly
classified as a pro forma transaction.




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Document Created: 2013-12-16 18:23:24
Document Modified: 2013-12-16 18:23:24

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