Fusion - Telecom Hol

SUPPLEMENT submitted by Fusion Connect, Inc., Debtor-In-Possession

Supplement to Application

2019-08-29

This document pretains to ITC-ASG-20190724-00136 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2019072400136_1875240

August 29, 2019 Marlene Dortch via ECFS, IBFS Secretary Federal Communications Commission 445-12th Street SW Washington, DC 20554 Re: In the Matter of Application of Fusion Connect, Inc., Debtor-in-Possession and Telecom Holdings LLC For Consent to a Transaction That Will Result in a Change of Control of Companies Holding Domestic and International Authority Pursuant to Section 214 of the Communications Act of 1934, as Amended: Supplement to Application WC Ref: INBOX-63.04 ITC- ITC-ASG-20190724-00136 Dear Ms. Dortch: On July 24, 2019, Fusion Connect, Inc., debtor-in-possession (“Fusion Connect”) and Telecom Holdings LLC (together with Fusion Connect, the “Applicants”) filed the above- referenced application (the “Application”) with the Federal Communications Commission (the “Commission”) for approval of a transfer of control of Fusion Connect and each of its subsidiaries that holds a Section 214 telecommunications license1 (the “Transaction”). The Fusion Companies’ Chapter 11 Plan of Reorganization (the “Plan”) and Disclosure Statement, submitted in pre-final form as Exhibit B to the Application, proposed the reorganization transaction for which approval is sought in the Application and also allows for a sale process. 1 Fusion Connect and these subsidiaries (collectively, the “Fusion Companies”) each commenced with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) a voluntary case under chapter 11 of title 11 of the United States Code. In re Fusion Connect, Inc., et al., Debtors, Case No. 19-11811 (Bankr. S.D.N.Y. Jun. 3, 2019). 1

On August 27, 2019, the Fusion Companies filed the attached notice to inform the Bankruptcy Court that they are terminating the sale process with respect to the U.S. Fusion Companies.2 The effect of this filing is to establish with complete certainty that the Transaction, as described in the Application, is the sole path forward for approval by the Bankruptcy Court. Respectfully submitted, FUSION CONNECT, INC. TELECOM HOLDINGS LLC /s/ Edward A. Yorkgitis, Jr. /s/ Wayne D. Johnsen Edward A. Yorkgitis, Jr. Wayne D. Johnsen Winafred R Brantl Wiley Rein LLP Kelley Drye & Warren LLP 1776 K Street NW 3050 K Street, NW, Suite 400 Washington, DC 20006 Washington, DC 20007 wjohnsen@wileyrein.com cyorkgitis@kelleydrye.com Its Attorneys wbrantl@kelleydrye.com Its Attorneys 2 Notice of Election to Pursue Reorganization Transaction and Termination of U.S. Sale Process, Case No. 19-11811 (Bankr. S.D.N.Y, Aug. 27, 2019). A copy of the filing is provided as Attachment 1. Fusion Connect has two Canadian subsidiaries. The sale process for these Canadian subsidiaries will continue. 2

Attachment 1 Notice of Election to Pursue Reorganization Transaction and Termination of U.S. Sale Process. (filed August 27, 2019)

19-11811-smb Doc 352 Filed 08/27/19 Entered 08/27/19 16:30:23 Main Document Pg 1 of 3 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Gary T. Holtzer Sunny Singh Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------X : In re : Chapter 11 : FUSION CONNECT, INC., et al., : Case No. 19-11811 (SMB) : Debtors. 1 : (Jointly Administered) : ---------------------------------------------------------------X NOTICE OF ELECTION TO PURSUE REORGANIZATION TRANSACTION AND TERMINATION OF U.S. SALE PROCESS PLEASE TAKE NOTICE THAT: 1. On June 3, 2019 (the “Commencement Date”), Fusion Connect, Inc. and its debtor subsidiaries, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”) entered into that certain Restructuring Support Agreement (the “RSA”) with an ad hoc group of first lien lenders (collectively, the “Consenting First Lien Lenders”) holding approximately seventy percent (70%) of the total amount outstanding under 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: Fusion Connect, Inc. (2021); Fusion BCHI Acquisition LLC (7402); Fusion NBS Acquisition Corp. (4332); Fusion LLC (0994); Fusion MPHC Holding Corporation (3066); Fusion MPHC Group, Inc. (1529); Fusion Cloud Company LLC (5568); Fusion Cloud Services, LLC (3012); Fusion CB Holdings, Inc. (6526); Fusion Communications, LLC (8337); Fusion Telecom, LLC (0894); Fusion Texas Holdings, Inc. (2636); Fusion Telecom of Kansas, LLC (0075); Fusion Telecom of Oklahoma, LLC (3260); Fusion Telecom of Missouri, LLC (5329); Fusion Telecom of Texas Ltd., L.L.P. (8531); Bircan Holdings, LLC (2819); Fusion Management Services LLC (5597); and Fusion PM Holdings, Inc. (2478). The principal executive office of the Debtors is located at 210 Interstate North Parkway, Suite 300, Atlanta, Georgia 30339.

19-11811-smb Doc 352 Filed 08/27/19 Entered 08/27/19 16:30:23 Main Document Pg 2 of 3 that certain First Lien Credit and Guaranty Agreement, dated as of May 4, 2018 (the “Prepetition First Lien Loans”). 2. On July 1, 2019, the Debtors filed the Joint Chapter 11 Plan of Fusion Connect, Inc. and Its Subsidiary Debtors (ECF No. 146) (the “Plan”). 3. On July 3, 2019, the Court entered the Order (I) Approving (A) Bidding Procedures and (B) Assumption and Assignment Procedures and (II) Granting Related Relief (ECF No. 164) (the “Bidding Procedures Order”) authorizing the Debtors to solicit bids for the Debtors’ U.S. and Canadian businesses pursuant to the procedures set forth therein. Pursuant to the Bidding Procedures Order, the deadline for parties to submit non-binding indications of interest was July 16, 2019. 4. The Debtors and their advisors have evaluated the indications of interest received and communicated with numerous potential bidders. Based on this analysis, and with the support of each of the Consultation Parties (as defined in the Bidding Procedures Order), the Debtors have decided to terminate the sale process with respect to their U.S. business. 2 Accordingly, the Debtors will be pursuing a Reorganization Transaction (as defined in the Plan). Pursuant to the Reorganization Transaction embodied in the Plan, the New Equity Interests will be distributed to holders of Allowed First Lien Claims (each as defined in the Plan). 2 The Debtors will continue to pursue the sale process with respect to their Canadian business. 2

19-11811-smb Doc 352 Filed 08/27/19 Entered 08/27/19 16:30:23 Main Document Pg 3 of 3 5. Pursuant to the RSA, the Requisite First Lien Lenders (as defined in the RSA) consent to the Debtors’ decision to terminate the Debtors’ sale and marketing process for the Debtors’ U.S. business and pursue the Reorganization Transaction. Dated: August 27, 2019 New York, New York /s/ Sunny Singh WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Gary T. Holtzer Sunny Singh Attorneys for Debtors and Debtors in Possession 3


Document Created: 2019-08-29 11:56:03
Document Modified: 2019-08-29 11:56:03
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