Attachment 1

This document pretains to ITC-STA-20130912-00258 for Special Temporal Authority on a International Telecommunications filing.

IBFS_ITCSTA2013091200258_1012203

   BINGHAM

                         Jean Kiddoo
                         Danielle Burt
                         jean.kiddoo@bingham.com
                         danielle.burt@bingham.com


                         September 12, 2013

                         Via Electronic Filing

                         Marlene H. Dortch, Secretary
                         Federal Communications Commission
                         International Bureau Applications
                         P.O. Box 979093
                         St. Louis, MO 63197-9700

                         Re:       In the Matter of the Joint Application of Andreas Hipp ("Transferee''), Roy
                                   Martin Bell ("Transferor'') and Epsilon Telecommunications (US) Pte Ltd.
                                   ("Licensee''), for Grant of Authority Pursuant to Section 214 of the
                                   Communications Act of 1934, as amended, and Sections 63.04 and 63.24 of the
                                   Commission's Rules to Complete a Transfer of Control

                         Dear Ms. Dortch:

                         On behalf of Andreas Hipp, Roy Martin Bell and Epsilon Telecommunications (US) Pte
                         Ltd. ("Epsilon"), enclosed for filing is an application for authority to transfer of control of
                         Licensee to Andreas Hipp.

                         This filing and the applicable credit card payment in the amount of $1,050.00 which
                         satisfy the filing fees required for the applications under line 2. b of Section 1.1105 of the
                         Commission's rules, are being submitted electronically through the MyiBFS.

                         Please direct any questions regarding this filing to the undersigned.
               Beijing
               Boston
             Frankfurt
             Hartford
           Hong Kong
               London
          Los Angeles    Jean Kiddoo
             New York    Danielle Burt
       Orange County
        San Francisco
        Santa Monica
        Silicon Valley   Counsel for Applicants
                Tokyo
          Wa:)hington




Bingham McCutchen LLP
      2020 K Street NW
       Washington, DC
          20006-1806


    ·r +1.202.373·6ooo
      +1.202.3JJ.6001
         bingham.com


                         A/75728887 I


                                      Before the
                       FEDERAL COMMUNICATIONS COMMISSION
                                Washington, D.C. 20554


                                                      )
In the Matter of the Joint Application of             )
                                                      )
Roy Martin Bell                                       )
       Transferor,                                    )
Epsilon Telecommunications (US) Pte. Ltd.             )
       Licensee,                                      )
                                                      )      File No. ITC-T/C-2013 _ __
and                                                   )
                                                      )
Andreas Hipp,                                         )
      Transferee,                                     )
                                                      )
For Authority Pursuant to Section                     )
214 of the Communications Act of 1934,                )
as Amended, for the Transfer of                       )
Control of an Authorized U.S. International           )
Communications Common Carrier                         )



                                          APPLICATION

          Epsilon Telecommunications (US) Pte. Ltd. ("Epsilon"), Roy Martin Bell and Andreas

Hipp (collectively, the "Applicants"), through their undersigned counsel and pursuant to Section

214 of the Communications Act, as amended, 47 U.S.C. § 214, and Sections 63.24(e) of the

Commission's Rules, 47 C.F.R. § 63.24(e), hereby respectfully request Commission approval for

the transfer of control of Epsilon, a non-dominant international service carrier holding

Commission authorization, to Andreas Hipp (the "Transaction"). 1 This transfer was completed

in May, 2012, and occurred when Mr. Hipp, the largest Epsilon shareholder, acquired more than

50% of Epsilon's shares. Although the Transaction resulted in a change in the ownership of



          Applicants are concurrently filing a Request for Special Temporary Authority.


N75639408.7


Epsilon, no assignment of authorizations, assets or customers occurred as a consequence of the

Transaction. 2 Epsilon continues to serve to its existing customers pursuant to its authorizations

under the same rates, terms and conditions. Accordingly, this Transaction has had no immediate

effect on the rates, terms and conditions of service of the customers of Epsilon. The Applicants

assure the Commission that they will, in the future, seek all necessary prior approvals in

compliance with Commission rules.

            In support ofthe Application, Applicants state as follows:

I.          REQUEST FOR STREAMLINED PROCESSING

            Applicants respectfully submit that this Application is eligible for streamlined processing

pursuant to Sections 63.12(a)-(b) of the Commission's Rules, 47 C.F.R. § 63.12(a)-(b).               In

particular, none of the exclusionary criteria set forth in Section 63.12(c) applies as described

more fully in Section V below.             Accordingly, this Application qualifies for streamlined

processing pursuant to Section 63.12 of the Commission's Rules.

II.        DESCRIPTION OF APPLICANTS

           Epsilon is a company formed in Singapore and located at 151 Lorong Chuan, #06-01A

New Tech Park, Singapore 556741.              Epsilon is authorized to provide telecommunications

services in Singapore and holds international Section 214 authority to operate in the United

States as a facilities-based and resale international carrier pursuant to File No. ITC-214-

2011 0316-00077 granted on April 29, 2011.

           Epsilon's individual owners at the time of its formation in 2011 were (i) Andreas Hipp

(40%), an Austrian citizen, (ii) Roy Martin Bell (30%), a United Kingdom citizen, and (iii) Jerzy


2
      Epsilon obtained international Section 214 authority pursuant to File No. ITC-214-
20110316-00077 granted on April29, 2011.


                                                     2
A/7 5639408.7


Szlosarek (30%), a United Kingdom citizen.            As of the date of this Application, Epsilon's

individual owners are Mr. Hipp (70%) and Mr. Szlosarek (30%). Mr. Hipp and Mr. Szlosarek

may be contacted at 151 Lorong Chuan, #06-0lA New Tech Park, Singapore 556741.

 III.     DESCRIPTION OF THE TRANSACTION

          In May 2012, Mr. Bell resigned from Epsilon and transferred all of his shares to Mr. Hipp,

thereby increasing Mr. Hipp's 40% ownership to 70%. The Applicants did not file an Application

for approval prior to completing the Transaction because the Transaction did not entail the

assignment of any customers, services or licenses, and the Applicants were not aware that

Commission approval was required for this type of transaction among the existing shareholders.

The Applicants recently sought advice as to the regulatory approvals necessary for a proposed

transfer of control to another entity3 and became aware for the first time that approval from the

Commission had been necessary for the prior transfer of shares from Mr. Bell to Mr. Hipp. Upon

being made aware of the prior omission, the Applicants promptly took steps to prepare and file

this Application, together with the request for Special Temporary Authority that is being filed

concurrently herewith. For the Commission's convenience, a diagram depicting the pre- and post-

Transaction corporate structure of Epsilon is attached hereto as Exhibit A.

IV.       PUBLIC INTEREST CONSIDERATIONS

          Applicants submit that approval of the Transaction described herein serves the public

interest. The Transaction, which occurred between the existing shareholders of an extremely

closely held corporation when the shares of one shareholder were transferred to the largest

shareholder, did not result in a change of carrier for any customer or assignment of any existing




                                                  3
N75639408.7


Commission authorizations and did not cause an interruption of customer service or change in

rates, terms or conditions. Epsilon customers continue to receive the same services that they

previously received without any change to the rates, terms and conditions as a result of the

Transaction. Accordingly, the Transaction was seamless to customers and did not result in any

discontinuance, reduction, loss, or impairment of service to customers.

V.         INFORMATION REQUIRED BY SECTION 63.24(e)

          Pursuant to Section 63.24(e) of the Commission's Rules, the Applicants submit the

following information requested in Section 63.18 (a)-(d) and (h)-(p) in support of this

Application:

           (a)      Name, address and telephone number of each Applicant:
           Transferor:

                 Roy Martin Bell                                   FRN:0022830053
                 151 Lorong Chuan, #06-01A
                 New Tech Park
                 Singapore 556741
                 Tel: +65 3106 4020
          Licensee:

                 Epsilon Telecommunications (US) Pte. Ltd.         FRN:0020519500
                 151 Lorong Chuan, #06-0 1A
                 New Tech Park
                 Singapore 556741
                 Tel: +65 3106 4020
           Transferee:

                 Andreas Hipp                                       FRN:0022830004
                 151 Lorong Chuan, #06-01A
                 New Tech Park
                 Singapore 556741
                 Tel: +65 3106 4020
3
       In addition to this Application and a request for Special Temporary Authority, Applicants
are concurrently submitting an application requesting to transfer control of Epsilon from Mr.
Hipp to Epsilon Global Communications Pte. Ltd.


                                                    4
A/75639408.7


          (b)      Jurisdiction of Applicants:

                   Transferor:    Roy Martin Bell is an individual United Kingdom citizen.

                   Licensee:      Epsilon is a Singapore corporation.

                   Transferee:    Andreas Hipp is an individual Austrian citizen.

          (c)      Correspondence concerning this Application should be sent to:

              JeanKiddoo                                 Sundraj Naidu
              Danielle Burt                              Marianne Lee
              Bingham McCutchen LLP                      151 Lorong Chuan, #06-0 1A
              2020 K Street, N.W.                        New Tech Park
              Washington, DC 20006                       Singapore 556741
              Tel:   (202) 373-6000                      Tel: +65 3106 4020
              Fax: (202) 373-6001                        Fax: +65 6281 0470
              Email: jean.kiddoo@bingham.com             Email: s.naidu@epsilontel.com
                     danielle. burt@bingham.com                 m.lee@epsilontel.com

          (d)      Section 214 Authorizations Held

                   Transferor:    Roy Martin Bell does not hold any domestic or international Section
                                  214 authority.

                   Licensee:      Epsilon holds international Section 214 authority pursuant to File
                                  No. ITC-214-20110316-00077 granted on April29, 2011. Epsilon
                                  does not hold any domestic Section 214 authority.

                   Transferee:    Andreas Hipp does not hold any domestic or international Section
                                  214 authority.

          (h)      Ownership of Epsilon

          Pre-Transaction Ownership of Epsilon

                   Prior to the Transaction, the following entities held a ten percent (10%) or greater,
                   direct or indirect, ownership interest in Epsilon Telecommunications (US) Pte.
                   Ltd.:

                   Name:                  Andreas Hipp
                   Address:               151 Lorong Chuan, #06-01A
                                          New Tech Park
                                          Singapore 556741
                   Citizenship:           Austrian

                                                     5
N75639408.7


               Percentage Owned:     40%
               Principal Business:   Individual

               Name:                 J erzy Szlosarek
               Address:              151 Lorong Chuan, #06-0 1A
                                     New Tech Park
                                     Singapore 556741
               Citizenship:          United Kingdom
               Percentage Owned:     30%
               Principal Business:   Individual

               Name:                 Roy Martin Bell
               Address:              151 Lorong Chuan, #06-0 1A
                                     New Tech Park
                                     Singapore 556741
               Citizenship:          United Kingdom
               Percentage Owned:     30%
               Principal Business:   Individual

         Post-Transaction Ownership of Epsilon

               Following the Transaction, the following entities hold a ten percent (10%) or
               greater, direct or indirect, ownership interest in Epsilon Telecommunications (US)
               Pte. Ltd.:

               Name:                 Andreas Hipp
               Address:              151 Lorong Chuan, #06-0 1A
                                     New Tech Park
                                     Singapore 556741
               Citizenship:          Austrian
               Percentage Owned:     70%
               Principal Business:   Individual

               Name:                 Jerzy Szlosarek
               Address:              151 Lorong Chuan, #06-01A
                                     New Tech Park
                                     Singapore 556741
               Citizenship:          United Kingdom
               Percentage Owned:     30%
               Principal Business:   Individual

               No other individual or entity owns or controls more than 10% directly or
               indirectly of Epsilon Telecommunications (US) Pte. Ltd.




                                                  6
N75639408.7


                At the time of the Transaction, Andreas Hipp, Jerzy Szlosarek and Roy Martin
                Bell had the following directorates with foreign carriers:

                Andreas Hipp:

                Epsilon Telecommunications Holdings Limited
                Epsilon Telecommunications Limited
                Epsilon Global Hubs Limited
                Epsilon Telecommunications (HK) Limited
                Epsilon Telecommunications (SP) Pte. Ltd.

                Jerzy Szlosarek:
                Epsilon Telecommunications Limited
                Epsilon Global Hubs Limited
                Epsilon Telecommunications (SP) Pte. Ltd.

                Roy Martin Bell:
                Epsilon Telecommunications Limited
                Epsilon Global Hubs Limited
                Epsilon Telecommunications (SP) Pte. Ltd.

          (i)   Mr. Hipp certifies he is not a foreign carrier and that Epsilon is a foreign carrier in
                Singapore within the meaning of Section 63.09(d) of the Commission's Rules, 47
                C.P.R. §63.09(d). Mr. Hipp further certifies that Epsilon it is not affiliated with a
                foreign carrier within the meaning of Section 63.09(e) ofthe Commission's Rules,
                47 C.F.R. §63.09(e).

          (j)   Mr. Hipp certifies that Epsilon seeks to provide international telecommunications
                services to all global points, including Singapore where Epsilon is a foreign
                carrier. The only exception is Epsilon is not seeking authority to provide service
                to any point on the Commission's Exclusion List (which currently only includes
                facilities-based service to Cuba).

          (k)   Singapore is a Member of the World Trade Organization and Epsilon lacks market
                power in the relevant services market of Singapore.

          (I)   See response to item (m), below.

          (m)   Epsilon presumptively qualifies for non-dominant treatment to Singapore pursuant
                to Section 63.10(a)(3) of the Commission's Rules, 47 C.F.R. § 63.10(a)(3).
                Epsilon does not have more than a 50% market share in the relevant service
                market, and is therefore presumptively considered to be a non-dominant service
                provider.




                                                   7
A/75639408.7


           (n)     Mr. Hipp certifies that neither he nor Epsilon has agreed to accept special
                   concessions directly or indirectly from any foreign carrier where the foreign
                   carrier possesses market power on the foreign end of the route and Epsilon will
                   not enter into such agreements in the future.

           (0)     Mr. Hipp certifies, pursuant to Sections 1.2001 through 1.2003 of the
                   Commission‘s Rules (implementing the Anti—Drug Abuse Act of 1988, 21 U.S.C.
                   § 862), that neither he nor Epsilon is subject to a denial of Federal benefits
                   pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988.

           (P)     This application qualifies for streamlined processing pursuant to Section 63.12 of
                   the Commission‘s Rules, 47 C.F.R. § 63.12. Although Epsilon is a catrier in
                   Singapore, it qualifies for a presumption of non—dominance under Section
                   63.10(a)(3) because it lacks a 50% market share in the relevant service market on
                   the foreign end of the route.

VII.           CONCLUSION

           For the reasons stated above, Applicants respectfully submit that the public interest,

convenience, and necessity would be furthered by a grant of this Application.

                                                    Respectfully sub;rllitted,
                                                      [‘\\l/( |   “‘[   _'/V(   l 1\ x4
                                                    JeanKiddoo
                                                    Danielle Burt
                                                    Bingham McCutchen LLP
                                                    2020 K Street, N.W.
                                                    Washington, DC 20006
                                                    Tel:          (202) 373—6000
                                                    Fax:          (202) 373—6001
                                                    Email:        jean.kiddoo@bingham.com
                                                                  danielle.burt@bingham.com

                                                    Counsel for Epsilon Telecommunications (US)
                                                       Pte. Ltd.
Dated: September 12, 2013




A/75639408.7


                                                                 Exhibit A

                            Illustrative Pre— and Post—Transaction Corporate Charts



               Epsilon Telecommunications (US) Pte. Ltd.

               Pre—transaction Corporate chart.




                                Andreas Hipp                     Jerzy Sizosarek          Roy Martin Bell


                          40%                              30%                                             30%




                                                                 EPSILON
                                                           TELECOMMUNICATIONS
                                                                 (US) PTE. LTD.




                Epsilon Telecommunications (US) Pte. Ltd.

                Post—transaction Corporate chart.




                                                  Andreas Hipp                     Jerzy Szlosarek


                                                                                                     30%




                                                                        EPSILON
                                                                 TELECOMMUNICATIONS
                                                                     (US) PTE LTD.




A/75639408.7


                                             Verification



          I, Roy Martin Bell, state that the foregoing filing was prepared under my direction and

supervision; and that the contents 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 3

day of         SetremSefe —__, 2013.


                                                                 ,éB/Z/‘
                                                       Roy Martin Bell




Af75639408.5


                                           Verification


       I, Jerzy Szlosarck, state that I am Director of Epsilon Telecommunications (US) Pte. Ltd.;

that the foregoing filing was prepared under my direction and supervision; and that the contents are

true and correct to the best of my knowledge, information, and belief.

       I declare under penalty ofperjury that the foregoing is true and correct. Executed this _3_

day of September, 2013.



                                                     Name: Je?y Szlosardk
                                                     Title: Director
                                                     Epsilon Telecommunications (US) Pre. Ltd.




anssaons


                                             Veri ficat ion


          I, Andreas Hipp, state that the foregoing filing was prepared under my direction and

supervision; and that the contents 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 1._

day of September, 2013.




NHG 940K.6



Document Created: 2013-09-12 14:22:29
Document Modified: 2013-09-12 14:22:29

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