Attachment Notice

This document pretains to ITC-ASG-INTR2019-03350 for Assignment on a International Telecommunications filing.

IBFS_ITCASGINTR201903350_1920379

Catherine Wang Brett Ferenchak Patricia Cave catherine.wang@morganlewis.com brett.ferenchak@morganlewis.com patricia.cave@morganlewis.com September 23, 2019 VIA IBFS Marlene Dortch, Secretary Federal Communications Commission Office of the Secretary 445 12th Street, S.W. Washington, DC 20554 Attn: International Bureau Re: Notification Regarding Changes in Corporate Form Resulting in (1) the Pro Forma Assignment of the International Section 214 Authorizations of NTS Communications, Inc. and XFone USA, Inc. and (2) the Pro Forma Transfer of Control of NTS Communications, LLC and XFone USA, LLC Dear Secretary Dortch: NTS Communications, LLC (formerly known as NTS Communications, Inc.) (“NTS-Comm”) and XFone USA, LLC (formerly known as XFone USA, Inc.) (“XFone”, together with NTS-Comm the “Licensees”), pursuant to 47 C.F.R. § 63.24(f), notify the Commission that, effective August 29, 2019, (1) NTS-Comm converted from a Texas corporation to a Delaware limited liability company, (2) XFone converted from a Mississippi corporation to a Mississippi limited liability company and (3) NTS Clarity, LLC (formerly known as NTS, Inc.) (“NTS Parent”), the parent company of Licensees, converted from a Nevada corporation to a Delaware limited liability company (the “Conversions”). The Conversions resulted respectively in (1) the pro forma assignment of the international Section 214 authorization of NTS Communications, Inc. to NTS Communications, LLC, (2) the pro forma assignment of the international Section 214 authorization of XFone USA, Inc. to XFone USA, LLC and (3) the pro forma transfer of control of Licensees from NTS, Inc. to NTS Clarity, LLC (collectively, the “Pro Forma Changes”). Morgan, Lewis & Bockius LLP 1111 Pennsylvania Ave., NW Washington, DC 20004-2541 +1.202.739.3000 United States +1.202.739.3001

Marlene Dortch, Secretary September 23, 2019 Page 2 Information Required by Section 63.24(f)(2) As required by Section 63.24(f)(2), the Licensees provide the following information required by 63.18(a) through (d) and (h): Sections 63.18(a): Name, address and telephone number of the Licensees: NTS Communications, LLC XFone USA, LLC 912 South Main Street, Suite 106 Sikeston, MO 63801 573-481-2263 Sections 63.18(b): Organization of the Licensees: NTS-Comm is a Delaware limited liability company. XFone is a Mississippi limited liability company. Section 63.18(c): Correspondence concerning this filing should be sent to the Parties’ counsel: Catherine Wang Brett P. Ferenchak Patricia Cave Morgan, Lewis & Bockius LLP 1111 Pennsylvania Ave, N.W. Washington, DC 20004 202-739-3000 (Tel) 202-739-3001 (Fax) catherine.wang@morganlewis.com brett.ferenchak@morganlewis.com patricia.cave@morganlewis.com Section 63.18(d): The Licensees hold the following international Section 214 authorizations: NTS-Comm holds international Section 214 authority to provide global or limited global facilities-based and resale services granted in IB File No. ITC-214-19971024-00657. XFone holds international Section 214 authority to provide global or limited global facilities-based and resale services granted in IB File No. ITC-214-20040706-00251. NTS-Comm and XFone also are authorized to provide interstate service by virtue of blanket domestic Section 214 authority. See 47 C.F.R. § 63.01. Sections 63.18(h): See Attachment 1 for the ownership of the Licensees. See Attachment 2 for the current corporate structure of the Licensees.

Marlene Dortch, Secretary September 23, 2019 Page 3 Licensees certify that Conversions and resulting Pro Forma Changes were pro forma and that, together with all previous pro forma transactions, did not result in a change in the actual controlling party of the Licensees or their international Section 214 authorizations. * * * * This notification letter is being filed electronically via MyIBFS. Please direct any questions to the undersigned. Respectfully submitted, /s/Patricia Cave Catherine Wang Brett P. Ferenchak Patricia Cave Counsel for the Licensees

ATTACHMENT 1 Answer to Question 11 - Section 63.18(h) Ownership Information The following entities currently hold, directly or indirectly, a 10% or greater interest 1 in Licensees, as calculated pursuant to the Commission ownership attribution rules for international telecommunications carriers: Name: NTS Clarity, LLC (“NTS Parent”) Address: 912 South Main Street, Suite 106 Sikeston, MO 63801 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (directly in Licensees) Name: Clarity Telecom, LLC (“Clarity”) Address: 912 South Main Street, Suite 106 Sikeston, MO 63801 Citizenship: U.S. (Delaware) Principal Business: Telecommunications % Interest: 100% (indirectly as the direct, 100% owner of NTS Parent) Name: Clarity Telecom Holdings, LLC (“Clarity Holdings”) Address: 912 South Main Street, Suite 106 Sikeston, MO 63801 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (indirectly as the direct, 100% owner of Clarity) The following entities and individuals currently hold a ten percent (10%) or greater, direct or indirect, interest in Clarity Holdings: Name: Python Intermediate II, LLC (“Python”) Address: One Stamford Plaza 263 Tresser Blvd., 15th floor Stamford, CT 06901 Citizenship: U.S. (Delaware) Principal Business: Holding Company Interest Held: 100% (directly in Clarity Holdings with a greater than 70% direct membership interest in Clarity Holdings and indirectly in Clarity Holdings as the sole owner of two Delaware entities that directly own the remaining membership interests in Clarity Holdings: (i) Python Intermediate III, Inc., a Delaware corporation that has greater than 10% direct ownership in 1 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests.

Clarity Holdings and (ii) Python Intermediate IV, LLC, a Delaware limited liability that has less than 10% direct ownership of Clarity Holdings) The following entity directly, wholly owns Python: Name: Python Intermediate I, LLC (“Python Intermediate I”) Address: One Stamford Plaza 263 Tresser Blvd., 15th floor Stamford, CT 06901 Citizenship: U.S. (Delaware) Principal Business: Holding Company Interest Held: 100% (directly in Python) The following entity directly, wholly owns Python Intermediate I: Name: Python Holdings, L.P. (“Python Holdings”) Address: One Stamford Plaza 263 Tresser Blvd., 15th floor Stamford, CT 06901 Citizenship: U.S. (Delaware) Principal Business: Holding Company Interest Held: 100% (directly in Python Intermediate I, indirectly in Python) The following entities directly or indirectly, wholly own or control Python Holdings: Name: Python Holdings GP, LLC (“Python GP”) Address: One Stamford Plaza 263 Tresser Blvd., 15th floor Stamford, CT 06901 Citizenship: U.S. (Delaware) Principal Business: Holding Company Interest Held: 100% (as the general partner of Python Holdings) Name: Pamlico Python Aggregator LLC (“Pamlico Aggregator”) Address: 150 N. College Street Suite 2400 Charlotte, NC 28202 Citizenship: U.S. (Delaware) Principal Business: Investment Activities Interest Held: 100% ((i) directly, as approximately 43.6% limited partner in Python Holdings and (ii) indirectly, as a 50% member of Python GP) Attachment 1 - Page 2

Name: OHCP Python Aggregator, L.P. (“OHCP Aggregator”) Address: One Stamford Plaza 263 Tresser Blvd., 15th floor Stamford, CT 06901 Citizenship: U.S. (Delaware) Principal Business: Investment Activities Interest Held: 100% ((i) directly, as approximately 45.8% limited partner in Python Holdings and (ii) indirectly, as a 50% member of Python GP) No other person or entity holds a 10% or greater limited partner or other equity interest in Python Holdings. The following entities indirectly, own or control a ten percent (10%) or greater interest in Python Holdings through OHCP Aggregator: Name: Oak Hill Capital Partners IV (Onshore), L.P. (“OHCP IV Onshore”) Address: One Stamford Plaza 263 Tresser Blvd., 15th floor Stamford, CT 06901 Citizenship: Cayman Islands Principal Business: Investment Activities Interest Held: 100% (as a 60.1% limited partner in OHCP Aggregator) Name: Ohio Public Employees Retirement System Address: 277 East Town Street Columbus, OH 43215 Citizenship: U.S. (Ohio) Principal Business: Statutorily-created pension plan Interest Held: 15.7% (indirectly, as a 15.7% limited partner in OHCP IV Onshore) Name: FW Oak Hill Limited IV, L.P. (“FW Limited IV”) Address: 201 Main Street, Suite 3100 Fort Worth, TX 76102 Citizenship: U.S. (Delaware) Principal Business: Investment Activities Interest Held: 12.5% (indirectly, as a 12.5% limited partner in OHCP IV Onshore) Name: RMB Holdings, LLC (“RMB Holdings”) Address: 201 Main Street, Suite 3100 Fort Worth, TX 76102 Citizenship: U.S. (Delaware) Principal Business: Investment Activities Interest Held: 12.5% (indirectly, as a 76.3% limited partner in FW Limited IV) Attachment 1 - Page 3

RMB Holdings is controlled by Robert M. Bass and Anne T. Bass, U.S. citizens, as co-Trustees of the Live Oak Trust, a Texas trust that directly wholly owns RMB Holdings. No other limited partner of FW Limited IV indirectly owns or controls a 10% or greater interest in OHCP Aggregator. The sole general partner of FW Limited IV is FW Oak Hill Limited Genpar IV, LLC, a Delaware limited liability company. The sole member of FW Oak Hill Limited Genpar IV, LLC is FW GP Holdco, LLC, a Delaware limited liability company. The sole member of FW GP Holdco, LLC is Jay H. Hebert, a U.S. citizen. The address for each of these entities and Mr. Hebert is 201 Main Street, Suite 3100, Fort Worth, TX 76102. No other limited partner in OHCP IV Onshore owns or controls a ten percent (10%) or greater interest in OHCP Aggregator. Name: Oak Hill Capital Partners IV (Offshore), L.P. (“OHCP IV Offshore”) Address: One Stamford Plaza 263 Tresser Blvd., 15th floor Stamford, CT 06901 Citizenship: Cayman Islands Principal Business: Investment Activities Interest Held: 20.7% (as a 20.7% limited partner in OHCP Aggregator) No limited partner in OHCP IV Onshore owns or controls a ten percent (10%) or greater interest in OHCP Aggregator. Name: OHCP GenPar IV, L.P. (“GenPar IV”) Address: One Stamford Plaza 263 Tresser Blvd., 15th floor Stamford, CT 06901 Citizenship: Cayman Islands Principal Business: Investment Activities Interest Held: 100% (directly as the general partner of OHCP Aggregator and indirectly as the general partner of (i) OHCP IV Onshore, (ii) OHCP IV Offshore, and (iii) three other investment funds that individually hold less than 10% of the limited partnership interests in OHCP Aggregator but collectively hold approximately 19.2% of the limited partnership interests in OHCP Aggregator) Name: OHCP Principal Investors IV, L.P. (“PI IV”) Address: One Stamford Plaza 263 Tresser Blvd., 15th floor Stamford, CT 06901 Citizenship: Cayman Islands Attachment 1 - Page 4

Principal Business: Investment Activities Interest Held: 100% (as 93.9% limited partner in GenPar IV) The following individuals, each of whom is a U.S. citizen, are the only limited partners in PI IV with a 10% or greater interest in PI IV: J. Taylor Crandall (through the J. Taylor Crandall Revocable Trust) and Tyler J. Wolfram. Name: OHCP MGP IV, Ltd. (“MGP IV”) Address: One Stamford Plaza 263 Tresser Blvd., 15th floor Stamford, CT 06901 Citizenship: Cayman Islands Principal Business: Investment Activities Interest Held: 100% (as the general partner (less than 1% equity) of GenPar IV and PI IV) The shares in MGP IV are distributed equally (100 shares each) among thirteen individuals, each of whom is a U.S. citizen: J. Taylor Crandall, Steven B. Gruber, Tyler J. Wolfram, Scott A. Baker, Brian N. Cherry, Benjamin Diesbach, Stratton R. Heath, III, Scott B. Kauffman, Kevin M. Mailender, John R. Monsky, William J. Pade, Steven G. Puccinelli, and David S. Scott. None of these individuals has a 10% or greater interest in OHCP Aggregator. The equity in OHCP IV Onshore, OHCP IV Offshore, and the other related funds (collectively, the “Oak Hill IV Funds”) whose general partner is GenPar IV is held through passive limited partnership interests held by numerous, primarily U.S.-based investors, including individuals, trusts, institutions and business entities. Except for the limited partners in OHCP IV Onshore listed above, no limited partner of the Oak Hill IV Funds owns or controls a ten percent (10%) or greater direct or indirect interest in OHCP Aggregator through their investments in one or more of these funds. To the Licensees’ knowledge, no other person or entity, directly or indirectly, owns or controls a ten percent (10%) or greater interest in Python through OHCP Aggregator. Attachment 1 - Page 5

The following entities indirectly, own or control a ten percent (10%) or greater interest in Python Holdings through Pamlico Aggregator: Name: Pamlico Capital IV, L.P. (“PC IV LP”) 150 N. College Street Suite 2400 Charlotte, NC 28202 Citizenship: U.S. (Delaware) Principal Business: Investments Interest Held: 100% (as a 98.4% member of Pamlico Aggregator) Name: Pamlico Capital GP IV, LLC (“PC IV GP”) 150 N. College Street Suite 2400 Charlotte, NC 28202 Citizenship: U.S. (Delaware) Principal Business: Investments Interest Held: 100% (as the general partner of (i) PC IV LP (approximately 3.8% equity) and (ii) another limited partnership that is the only other member of Pamlico Aggregator and does not hold a 10% or greater membership interest in Pamlico Aggregator) The following members of PC IV GP each hold or control between ten and twenty percent of the membership interests in PC IV GP: Scott B. Perper, L. Watts Hamrick III, Frederick W. Eubank II, Arthur C. Roselle, Scott R. Stevens, and Walker C. Simmons.2 Each of these individuals is a U.S. citizen with a principal place of business at the same location as PC IV GP. Name: HarbourVest Partners, LLC Address: One Financial Center, 44th Floor Boston, MA 02111 Citizenship: U.S. (Delaware) Principal Business: Investment Company % Interest: 17.1% (indirectly, as the controlling or managing entity of multiple funds or entities that directly or indirectly interests in PV IC LP but that do not individually directly or indirectly, hold or control a 10% or greater limited partner interest in PC IV LP) A majority of the ownership of HarbourVest Partners, LLC is held by 27 individuals (19 managing directors and eight former 2 These individuals also directly or indirect, own or control interests in an entity that directly owns less than 5% of Python Holdings. Attachment 1 - Page 6

managing directors), none of which individually owns or control 10% or more of PC IV LP. No other limited partner in PC IV LP owns or controls a ten percent (10%) or greater interest in Python Holdings through PC IV LP. To Licensee’s knowledge, no other person or entity, directly or indirectly, owns or controls a 10% or greater interest in Licensees. Answer to Question 12 - Section 63.18(h) Interlocking Directorates Licensees do not have any interlocking directorates with a foreign carrier. Answer to Question 13 - Description of Conversions and Pro Forma Change In connection with the NTS Transaction described in File Nos. IB File Nos. ITC-T/C-20190128- 00006 and ITC-T/C-20190128-00007, effective August 29, 2019, (1) NTS-Comm converted from a Texas corporation to a Delaware limited liability company, (2) XFone converted from a Mississippi corporation to a Mississippi limited liability company and (3) NTS Parent converted from a Nevada corporation to a Delaware limited liability company (the “Conversions”).3 The Conversions resulted respectively in (1) the pro forma assignment of the international Section 214 authorization of NTS Communications, Inc. to NTS Communications, LLC, (2) the pro forma assignment of the international Section 214 authorization of XFone USA, Inc. to XFone USA, LLC and (3) the pro forma transfer of control of Licensees from NTS, Inc. to NTS Clarity, LLC (collectively, the “Pro Forma Changes”). Charts depicting the current corporate organizational structure of the Licensees are attached hereto as Attachment 2. 3 The Conversions were merely a change in corporate form and did not entail a merger or other transaction that extinguished the existence of the Licensees or NTS Parent. Attachment 1 - Page 7

ATTACHMENT 2 Corporate Organizational Structure of Licensees

Current Corporate Ownership Structure of the Parties See Page 2 for Ownership of Python Holdings, L.P. Python Holdings, L.P. (“Python Holdings”) (Delaware) Python Intermediate I, LLC (Delaware) Python Intermediate II, LLC (Delaware) 100% through direct and indirect ownership Clarity Telecom Holdings, LLC (“Clarity Holdings”) (Delaware) Clarity Telecom, LLC (“Clarity”) (Delaware) NTS Clarity, LLC (“NTS Parent”) (Delaware) NTS Communications, LLC XFone USA, LLC (“NTS-Comm”) (“XFone”) (Delaware) (Mississippi) All ownership/control percentages are 100%, PRIDE Network, LLC NTS Telephone Company, LLC unless noted. (“PRIDE”) (“NTS-Tel”) (Delaware) (Texas) Attachment 2 - Page 1

Current Corporate Ownership Structure of Python Holdings See Page 3 for Ownership of See Page 4 for Ownership of OHCP Aggregator Pamlico Aggregator OHCP Python Aggregator, L.P. Pamlico Python Aggregator, LLC (“OHCP Aggregator”) (“Pamlico Aggregator”) (Delaware) (Delaware) 50% 50% Python Holdings GP, LLC (“Python GP”) Limited Partner, Limited Partner, (Delaware) Approx. 45.8% Approx. 43.6% General Partner Other Entities or Individuals None of Which Individually Has a 10% or Greater Ownership Interest in Python Holdings Limited Partners, collectively, 10.6% Python Holdings, L.P. (“Python Holdings”) (Delaware) All ownership/control percentages are 100%, unless noted. Attachment 2 - Page 2

Corporate Ownership Structure of OHCP Aggregator Robert M. Bass and 13 Equal Shareholders Anne T. Bass (U.S. Citizens) (U.S. Citizens) See Attachment 1 for Information Regarding the Limited Partners of PI IV See Attachment 1 for List Trustees Jay H. Hebert (U.S. Citizen) Live Oak Trust OHCP MGP IV, Ltd. (Texas) Other Limited Partners – 100% (Cayman Islands) None individually holds 10% 100% OHCP Principal Investors IV, L.P. General Partner or more of GenPar IV (“PI IV”) FW Oak Hill RMB Holdings, LLC (Cayman Islands) Limited Partners Limited Genpar IV, LLC (Delaware) Limited Partner Collectively, (Delaware) OHCP GenPar IV, L.P. Approx. 6.1% Limited Partner Approx. 93.9% (“GenPar IV”) General Partner Approx. 76.3% (Cayman Islands) FW Oak Hill Ohio Public Employees Limited IV, L.P.4 Retirement System (Delaware) (Ohio) General Partner General Partner General Partner Limited Partner Limited Partner Approx. 12.5% Approx. 15.7% General Partner Oak Hill Capital Partners IV Oak Hill Capital Partners IV Three Other Oak Hill Funds1 (Offshore), L.P.2 (Onshore), L.P.3 (Cayman Islands) (Cayman Islands) (Cayman Islands) Limited Partner Limited Partner Approx. 20.7% Approx. 60.1% Limited Partners Collectively, Approx. 19.2 % 3Except as indicated, no limited partner of Oak Hill 1 Each of these limited partner has less than a 10% Capital Partners IV (Onshore), L.P. has an indirect limited partnership interest in OHCP Aggregator. 10% interest in OHCP Aggregator. OHCP Python Aggregator, L.P. 2 No limited partner of Oak Hill Capital Partners IV (“OHCP Aggregator”) 4Except as indicated, no limited partner of FW Oak (Offshore), L.P. has an indirect 10% interest in OHCP (Delaware) Hill Limited IV, L.P. has an indirect 10% interest in Aggregator. OHCP Aggregator. Attachment 2 - Page 3

Corporate Ownership Structure of Pamlico Aggregator See Attachment 1 for Ownership of PC GP IV Pamlico Capital GP IV, LLC (“PC GP IV”) (Delaware) General Partner <5% Equity HarbourVest Partners, LLC2 (Delaware) Indirectly controls approx. 17.1% Pamlico Capital IV, L.P.1 (“PC IV”) 2HarbourVest Partners, LLC directly or indirectly 1 Individually, each limited partner of PC IV has (Delaware) controls multiple limited partners in PC IV that less than a 10% interest in PC IV. collectively have a 17.1% interest in PC IV. Approx. 93.7% Pamlico Python Aggregator, LLC (“Pamlico Aggregator”) (Delaware) Attachment 2 - Page 4

VERIFICATION I, J. Keith Davidson, hereby declare that I am the Chief Financial Officer of NTS Clarity, LLC, NTS Communications, LLC and XFone USA, LLC (collectively, the "Company"‘); that I am authorized to make this Verification on behalf of the Company; that the foregoing filing was prepared under my direction and supervision; and that the contents with respect to the Company are true and correct to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this Ho ! day of September, 2019. NTS Clarity, LLC NTS Communications, LLC XFone USA, LLC


Document Created: 2019-09-23 10:42:10
Document Modified: 2019-09-23 10:42:10
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC