Attachment Attachment 1

This document pretains to ITC-STA-20140812-00246 for Special Temporal Authority on a International Telecommunications filing.

IBFS_ITCSTA2014081200246_1057133

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

                                                        )
In the Matter of Expereo USA, Inc.,                     )
                                                        )
Expereo Holding B.V.,                                   )       WC Docket No. -_____
Transfer,                                               )
                                                        )
and                                                     )
                                                        )
CETP III Expereo S.à.r.l.,                              )       ITC-T/C-2014_______
Transferee                                              )
                                                        )
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 Transfer Control of               )
A Domestic and International Section 214 Carrier        )


                JOINT APPLICATION – STREAMLINED PROCESSING REQUESTED


          Expereo Holding B.V. (“Expereo Holding” or “Transferor”) (FRN No. 0023862592) and CETP

III Expereo S.à.r.l (“CETP III”) or “Transferee”) (FRN No. 0023857089) (registered with the Registre

de commerce et des sociétés with number B.184620) (collectively the “Applicants”), by undersigned

counsel, pursuant to Section 214 of the Communications Act of 1934, as amended (the “Act”), 1 and

Sections 63.03, 63.04, and 63.24 of the Federal Communications Commission’s (“Commission”)

Rules, 2 hereby request Commission approval to transfer control of Expereo USA, Inc. (“Expereo

USA”) (FRN No. 0019893650). CETP III, through its subsidiary, Expereo Acquisition Holdings B.V.

(“Expereo Acquisition”), entered into an agreement (the “Agreement”) to acquire all of the stock of

Expereo Holding and thereby acquire indirect control of Expereo USA (the “Proposed Transaction”).

The Applicants seek to consummate the Proposed Transaction by September 2, 2014.              Under

Section 63.04(b) of the Commission's rules, the Applicants are filing a combined domestic and

international application for the transfer of control of Expereo USA.

1
    47 U.S.C. § 214.
2
    47 C.F.R. §§ 63.03, 63.04, 63.24.


        Because CETP III will acquire, indirectly, approximately 67% of the equity of Expereo USA,

the consummation of the Proposed Transaction will significantly dilute aggregate foreign ownership

in Expereo USA. The Proposed Transaction raises no public-interest concerns that would warrant an

extended review or transaction-specific conditions for consent. Indeed, this application qualifies for

presumptive streamlined processing under 47 C.F.R. §§ 63.03(b) and 63.12, and the Applicants

therefore request such treatment.

   I.      PARTIES

        A. Expereo USA

        Expereo USA is a corporation organized under the laws of the State of Delaware. Expereo

USA is a wholly owned subsidiary of Expereo Holding. Expereo USA is an aggregator of “last mile”’

connectivity services.   Specifically, Expereo USA provides broadband Internet, Ethernet, Virtual

Private Networks (management) services, equipment installation and on-site professional services to

international carriers, cloud providers and integrators in the United States.        Expereo USA is

registered to provide interstate telecommunications services (FCC Filer ID No. 828596) and was

granted international Section 214 authority in File No. ITC-214-20100729-00309 on December 30,

2010. Expereo USA is also registered with the Canadian Radio-Television and Telecommunications

Commission as a reseller and Basic International Telecommunications licensee in File No. 8190-E49-

201203562. Expereo USA’s headquarters is located at 11800 Sunrise Valley Drive, Suite 125, Reston,

Virginia 20191.

        B. Expereo Holding

        Expereo Holding is limited liability company organized under the laws of The Netherlands.

Expereo Holding acts as a holding company for Expereo USA and Expereo International B.V.

Expereo Holding does not hold an international Section 214 authorization.          Expereo Holding’s

headquarters is located at John M. Keynesplein 4-10, 1066EP Amsterdam, The Netherlands.




                                                  2


          C. CETP III Expereo

          CETP is a private company with limited liability (société à responsabilité limitée)

incorporated under the laws of Luxembourg with its corporate seat in Luxembourg and with its

registered office at 2, Avenue Charles de Gaulle, L-1653, Luxembourg and registered with the

Registre de commerce et des sociétés with number B.184620.              CETP III is owned by CETP III

Participations S.à.r.l (“Participations”). Participations is owned by Carlyle Europe Technology

Partners III, L.P which is advised by Carlyle Investment Management L.L.C. (“CIM”), an investment

advisor registered with the U.S. Securities and Exchange Commission.            CETP III does not hold

international Section 214 authorization.

    II.       DESCRIPTION OF THE TRANACTION

          In accordance with terms of the Agreement, CETP III will acquire indirect control of Expereo

Holding and, therefore, indirect control of Expereo USA. The Proposed Transaction will be brought about

by the transfer of all of the shares of Expereo Holding to Expereo Acquisition. Following closing, CETP III

will hold a majority, 66.9%, of the equity and voting rights in Expereo Acquisition, with the remaining

33.1% being held by current owners of Expereo Holding through Brumbear B.V., a limited liability

company organized under the laws of The Netherlands. Under the terms of the Expereo Acquisition

shareholders agreement, shareholders are directed to adopt resolutions by a simple majority of the votes

cast. In connection with specified ‘reserved matters’ a qualified majority, of 90%, of the votes cast is

required. These reserved matters are standard minority protection rights and relate to, for example, the

making of any amendment to the Articles of Association and the issuance of shares for a price that is

below fair market value.

          Following the Proposed Transaction, the current shareholders of Expereo Holding will continue to

hold the same proportion of ownership interest vis-à-vis one another that they held prior to the

Proposed Transaction. Expereo USA’s current management will continue to be responsible for the

day-to-day operations of the business. Expereo USA will continue to provide service to customers




                                                     3


through its blanket Section 214 and International Section 214 Authorization at the same rates, terms

and conditions. 3

    III.      REQUEST FOR STREAMLINED TREATMENT

          The Applicants respectfully request streamlined treatment of this Application pursuant to

Sections 63.03 and 63.12 of the Commission’s Rules, 47 C.F.R. §§ 63.03, 63.12. This Application is

eligible for streamlined treatment under Section 63.03(b)(2)(ii) because (1) both before and after

completion of the proposed transaction, Transferee and its Affiliates (as that term is defined in

Section 3(1) of the Act, 47 U.S.C. §153(1)) (“Affiliates”) will have a market share in the interstate,

interexchange market of substantially less than 10%; (2) Transferee will acquire indirect control of

Expereo USA’s facilities and operations that provide competitive telephone exchange and exchange

access services exclusively in geographic areas served by dominant local exchange carriers that are

not parties to the transaction; and (3) none of the Applicants or their affiliates is dominant with

respect to any service.

          With respect to international Section 214 authority, this Application is eligible for streamlined

treatment pursuant to Section 63.12 because, although the Applicants may be affiliated with one or

more foreign carriers as described in Attachment 1: (1) the Applicants qualify for a presumption of

non-dominance under Section 63.10(a)(3) (for the reasons set forth in Attachment 1); (2) the

Applicants are not affiliated with any dominant U.S. carriers whose international switched or private

line services the Applicants seek authority to resell; and (3) the Applicants do not seek authority to

provide switched basic services over private lines to a country for which the Commission has not

previously authorized the provision of switched services over private lines.

    IV.       PUBLIC INTEREST STATEMENT

          Applicants submit that the Proposed Transaction described herein serves the public interest.

The Proposed Transaction promotes competition among telecommunications carriers by providing

3
  As discussed in the attached request for Special Temporary Authority, the Applicants were
unaware of the prior approval requirement and inadvertently failed to seek timely approval and have
taken steps to ensure compliance with all applicable Commission’s requirements going forward.
                                                     4


Expereo USA with the opportunity to strengthen its competitive position through a revised

capitalization structure and to leverage the experience, perspectives, and resources of The Carlyle

Group in order to accelerate the growth of the business.

        Following the Proposed Transaction, Expereo USA’s current management will continue to be

responsible for the day-to-day operations of the business. Expereo USA LLC will continue to provide

service to customers at the same rates, terms and conditions.          The Proposed Transaction is

transparent to customers and will not result in the discontinuance, reduction, loss, or impairment of

service to customers. The Proposed Transaction is intended solely to provide additional capital and

operational flexibility to the Expereo companies.

   V.      INFORMATION REQUIRED BY 47 C.F.R § 63.18

        Pursuant to 47 C.F.R. § 63.18, the Applicants provide the following information in support of

their request for consent to transfer control of Expereo USA’s international Section 214 authorization

to Expereo Acquisition:

        (a) The name, address and telephone number of the transferor and transferee are:

           Transferor                                   Transferee

           Expereo Holding B.V.                         CETP III Expereo S.à.r.l.
           John M. Keynesplein 4-10                     2 Avenue Charles de Gaulle
           1066EP Amsterdam                             L-1653 Luxembourg
           The Netherlands
           Tel: 0031 (02)20 – 788 0561                  Tel: +352 26862405

           Authorization Holder

           Expereo USA, Inc.
           John M. Keynesplein 4-10
           1066EP Amsterdam
           The Netherlands
           Tel: 0031 (02)20 – 788 0561

        (b) The Applicants’ places of organization or incorporation are provided in Section I above.

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

        Transferor/Authorization Holder:                       Transferee:

        Marieke Thuis                                          Erica Herberg
                                                    5


        Sr. International Legal Counsel                         Manager
        Expereo                                                 CETP III Expereo S.à.r.l.
        John M. Keynesplein 4-10                                2 Avenue Charles de Gaulle
        1066 EP Amsterdam                                       L-1653 Luxembourg
        The Netherlands
        Tel: 0031- (0)20 -788 0561                              Tel: +352 26862405
        Email: marieke.thuis@expereo.com                        Email: Erica.herberg@carlyle.com

        With a copy to:

        Michael P. Donahue                                      Michael P. Donahue
        Marashlian & Donahue, LLC                               Marashlian & Donahue, LLC
        1420 Spring Hill Road, Suite 401                        1420 Spring Hill Road, Suite 401
        McLean, Virginia 22102                                  McLean, Virginia 22102
        Tel: (703) 714-1319                                     Tel: (703) 714-1319
        Fax: (703) 714-1330                                     Fax: (703) 714-1330
        Email: mpd@commlawgroup.com                             Email: mpd@commlawgroup.com

        (d)     Expereo USA holds blanket domestic Section 214 authority and holds international

Section 214 authority granted in File No. ITC-214-20100729-00309 on December 30, 2010. Expereo

Holding, Expereo Acquisition and CETP III do not hold domestic or international Section 214

authorization. Responses to Rule 63.18 (e) through (g) are not applicable to this Application.

        (e)     The Applicants request approval of the transfer of control of Expereo USA’s

international Section 214 authorization to Expereo Acquisition.

        (f)     Not applicable.

        (g)     Not applicable.

        (h)     The following are the names, addresses, citizenship, and principal businesses of any

person or entity that directly or indirectly owns at least ten percent of the equity of the Applicants.

        Pre-Transaction Ownership of Expereo USA

        The following entities/individuals directly or indirectly own or control 10% or more of
        Expereo USA:

              Name: Expereo Holding B.V.
              Address: John M. Keynesplein 4-10
              1066EP Amsterdam
              The Netherlands
              Principal Business: Holding Company
              Relationship: Owner of 100% of Expereo USA, Inc.

              Name: Mulders Ventures B.V.
                                                    6


Address: Oud Over 16
3632VD Loenen aan de Vecht
The Netherlands
Citizenship: The Netherlands
Principal Business: Personal Holding Company (investment)
Relationship: Owner of 30% of Expereo Holding B.V.

Name: Alphonsus Maria Mulders
Address: Oud Over 16
3632VD Loenen aan de Vecht
The Netherlands
Citizenship: The Netherlands
Principal Business: Telecommunications Services Management
Relationship: Owner of 100% of Mulders Ventures B.V.

Name: Brunink Ventures B.V.
Address: Van Goyenlaan 22
3723GP Bilthoven
The Netherlands
Citizenship: The Netherlands
Principal Business: Personal Holding Company (investment)
Relationship: Owner of 30% Expereo Holding B.V.

Name: Walter Johannes Antonius Brunink
Address: Van Goyenlaan 22
3723GP Bilthoven
The Netherlands
Citizenship: The Netherlands
Principal Business: Telecommunications Services Management
Relationship: Owner of 100% of Brunink Ventures B.V.

Name: Rana Holding B.V.
Address: Vinkenkade 1
3645AN Vinkeveen
The Netherlands
Citizenship: The Netherlands
Principal Business: Personal Holding Company (investment)
Relationship: Owner of 20% of Expereo Holding B.V.

Name: Rajen Maganlal Raithatha
Address: Vinkenkade 1
3645AN Vinkeveen
The Netherlands
Citizenship: United Kingdom
Principal Business: Telecommunications Services Management
Relationship: Owner of 100% of Rana Holding B.V.

Name: Citywall BV
Address: Bloemendaalsweeg 150 a
251GJ Overveen
The Netherlands
                                   7


    Citizenship: The Netherlands
    Principal Business: Personal Holding Company (investment)
    Relationship: Owner of 10% of Expereo Holding B.V.

    Name: Jan Adriaan van Berne
    Address: Bloemendaalsweeg 150 a
    251GJ Overveen
    The Netherlands
    Citizenship: The Netherlands
    Principal Business: Telecommunications Services Management
    Relationship: Owner of 100% of Citywall B.V.

    Name: Stichting Administratiekantoor Expereo
    Address: J.M. Keynesplein 4-10
    1066EP Amsterdam
    Citizenship: The Netherlands
    Principal Business: Foundation managing employee share certificates
    Relationship: Owner of 10% of Expereo Holdings B.V.

To the best of the Applicants’ knowledge, no other person or entity holds a 10% or greater
interest in Expereo USA, Inc.

Post-Transaction Ownership of Expereo USA

Upon completion of the Proposed Transaction, the following entities/individuals will own or
control 10% or more Expereo USA:

    Name: Expereo Holding B.V.
    Address: J.M. Keynesplein 4-10
    1066EP Amsterdam
    The Netherlands
    Principal Business: Holding Company
    Relationship: Owner of 100% of Expereo USA, Inc.

    Name: Expereo Acquisition Holdings, B.V.
    Address: J.M. Keynesplein 4-10
    1066EP Amsterdam
    The Netherlands
    Principal Business: Holding Company
    Relationship: Owner of 100% of Expereo Holding B.V.

    Brumbear B.V.
    John M. Keynesplein 4 – 10,
    1066 EP Amsterdam
    The Netherlands
    Principal Business: Holding Company
    Relationship: Owner of 33.1% of Expereo Acquisition Holdings B.V.

    Name: Mulders Ventures B.V.
    Address: Oud Over 16
    3632VD Loenen aan de Vecht
                                          8


The Netherlands
Citizenship: The Netherlands
Principal Business: Personal Holding Company (investment)
Relationship: Owner of 31.9% of Brumbear B.V.

Name: Alphonsus Maria Mulders
Address: Oud Over 16
3632VD Loenen aan de Vecht
The Netherlands
Citizenship: The Netherlands
Principal Business: Telecommunications Services Management
Relationship: Owner of 100% of Mulders Ventures B.V.

Name: Brunink Ventures B.V.
Address: Van Goyenlaan 22
3723GP Bilthoven
The Netherlands
Citizenship: The Netherlands
Principal Business: Personal Holding Company (investment)
Relationship: Owner of 31.9% Brumbear B.V.

Name: Walter Johannes Antonius Brunink
Address: Van Goyenlaan 22
3723GP Bilthoven
The Netherlands
Citizenship: The Netherlands
Principal Business: Telecommunications Services Management
Relationship: Owner of 100% of Brunink Ventures B.V.

Name: Rana Holding B.V.
Address: Vinkenkade 1
3645AN Vinkeveen
The Netherlands
Citizenship: The Netherlands
Principal Business: Personal Holding Company (investment)
Relationship: Owner of 21.2% of Brumbear B.V.

Name: Rajen Maganlal Raithatha
Address: Vinkenkade 1
3645AN Vinkeveen
The Netherlands
Citizenship: United Kingdom
Principal Business: Telecommunications Services Management
Relationship: Owner of 100% of Rana Holding B.V.

Name: Citywall BV
Address: Bloemendaalsweeg 150 a
251GJ Overveen
The Netherlands
Citizenship: The Netherlands
Principal Business: Personal Holding Company (investment)
                                   9


    Relationship: Owner of 10.6% of Brumbear B.V.

    Name: Jan Adriaan van Berne
    Address: Bloemendaalsweeg 150 a
    251GJ Overveen
    The Netherlands
    Citizenship: The Netherlands
    Principal Business: Telecommunications Services Management
    Relationship: Owner of 100% of Citywall B.V.

    Name: Stichting Administratiekantoor Expereo
    Address: J.M. Keynesplein 4-10
    1066EP Amsterdam
    The Netherlands
    Citizenship: The Netherlands
    Principal Business: Foundation managing employee share certificates
    Relationship: Owner of 4.4% of Brumbear B.V.

    CETP III Expereo S.à.rl.
    Address: 2, Avenue Charles de Gaulle, L-1653
    Citizenship: Luxembourg
    Principal Business: Investment vehicle
    Relationship: Owner of 66.9% of Expereo Acquisition Holdings B.V.

    CETP III Participations S.à.r.l.
    Address: 2, Avenue Charles de Gaulle, L-1653
    Luxembourg
    Citzenship: Luxembourg
    Principal Business: Investment
    Relationship: Owner of 100% of CETP Expereo S.à.r.l.

    Carlyle Europe Technology Partners III, L.P.
    Address: C/O The Carlyle Group
    1001 Pennsylvania Avenue, Suite 220S
    Washington, DC, 20004
    Citzenship: England
    Relationship: Owner of 100% of CETP III Participations S.à.r.l.

CETP III is owned by CETP III Participations S.à.r.l. CETP III Participations S.à.r.l. is owned
by Carlyle Europe Technology Partners III, L.P which is advised by Carlyle Investment
Management L.L.C., an investment advisor registered with the U.S. Securities and Exchange
Commission.

To the best of the Applicants’ knowledge, no other person or entity will hold a 10% or
greater interest in Expereo USA, Inc.

Expereo USA may have interlocking directorates with one or more foreign carriers as
described in greater detail in Attachment 1. CETP III does not have any interlocking
directorates with a foreign carrier.

Pre- and post-transaction ownership charts are attached hereto.
                                          10


          (i)     Applicants may be affiliated with one or more foreign carriers, as described in

greater detail in Attachment 1.

          (j)     Not applicable.

          (k)     Not applicable.

          (l)     [Reserved by the Commission]

          (m)     Not applicable.

          (n)     Applicants have not agreed to accept special concessions directly or indirectly from

any foreign carrier with respect to any U.S. international route where the foreign carrier possesses

market power on the foreign end of the route and will not enter into any such agreements in the

future.

          (o)     No party to this Application is subject to a denial of federal benefits under Section

5301 of the Anti-Drug Abuse Act of 1988, as amended.

          (p)     The Applicants seek streamlined processing of this request for consent to transfer

control of Expereo USA’s international Section 214 authorization pursuant to 47 C.F.R. § 63.12

because, although the Applicants may be affiliated with one or more foreign carriers as described in

Attachment 1: (1) the Applicants qualify for a presumption of non-dominance under Section

63.10(a)(3) (for the reasons set forth in Attachment 1); (2) the Applicants are not affiliated with any

dominant U.S. carriers whose international switched or private line services the Applicants seek

authority to resell; and (3) the Applicants do not seek authority to provide switched basic services

over private lines to a country for which the Commission has not previously authorized the provision

of switched services over private lines.

    VI.         INFORMATION REQUIRED BY 47 C.F.R § 63.04

          The Applicants submit the following information, pursuant to 47 C.F.R. § 63.04, in support of

their request for consent to transfer control to CETP III of the blanket domestic Section 214

authorization of Expereo USA:

                                                   11


         (a)(1) See Section V.A above for the Applicants’ names, addresses and telephone numbers.

         (a)(2) The Applicants’ places of organization or incorporation are provided in Section I

above.

         (a)(3) Contact information for the Applicants and Expereo USA is provided above in Section

V.C.

         (a)(4) Information regarding the entities and individuals that directly or indirectly own a

10% or greater ownership interest in the Applicants and Expereo USA and the percentage of

ownership held by each of those entities/individuals.

         (a)(5) No party to this Application is subject to a denial of federal benefits under Section

5301 of the Anti-Drug Abuse Act of 1988, as amended.

         (a)(6) A complete description of the Proposed Transaction is provided above in Section II.

         (a)(7)   Expereo USA provides broadband Internet, Ethernet, Virtual Private Networks

(management) services, equipment installation and on-site professional services to international

carriers, cloud providers and integrators in California, New York and Virginia.

         (a)(8) This Application is eligible for streamlined treatment under Section 63.03(b)(2)(ii)

because (1) both before and after completion of the proposed transaction, Transferee and its

Affiliates will have a market share in the interstate, interexchange market of substantially less than

10%; (2) Transferee will acquire indirect control of Expereo USA’s facilities and operations that

provide competitive telephone exchange and exchange access services exclusively in geographic

areas served by dominant local exchange carriers that are not parties to the transaction; and (3)

none of the Applicants or their affiliates is dominant with respect to any service.

         (a)(9) Concurrent with the filing of this Application, Applicants have filed an application for

approval of the transfer of control of Expereo USA’s international Section 214 authorization to CETP

III.

         (a)(10) The Applicants request expedited consideration of this application to allow for

consummation of the Proposed Transaction by September 2, 2014.
                                                   12


       (a)(11) The Applicants have not requested any waivers in connection with this Application.

       (a)(12) Applicants provided a description of the public interest benefits of the Proposed

Transaction above in Section IV.

   VII.    CONCLUSION

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

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


                                                      Respectfully submitted,




                                                      _____________________________
                                                      Michael P. Donahue
                                                      Marashlian & Donahue, LLC
                                                      1420 Spring Hill Road, Suite 401
                                                      McLean, Virginia 22102
                                                      Telephone: (703) 714-1319
                                                      Facsimile: (703) 714-1330
                                                      Email: mpd@commlawgroup.com

                                                      Counsel for Applicants



Dated: August 12, 2014




                                                 13


                                         CERTIFICATION


       I, Walter Brunink, hereby certify that I am the VP of Expereo USA, Inc. and am authorized to

make this certification on behalf of Expereo USA, Inc.; that the foregoing filing was prepared under

my direction and supervision; and that the contents with respect to Expereo USA, Inc. are true and

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

       I declare under penalty of perjury under the laws of the United State of America that the

foregoing is true and correct. Executed this __ day                  , 2014.




                                              _______________________________
                                              Name: Walter Brunink
                                              Title: VP
                                              Expereo USA, Inc.


                                          CERTIFICATION


I, Erica Herberg hereby certify that I am a Manager of CETP III Expereo S.à.r.l.; that I am

authorized to make this certification on behalf of CETP III Expereo S.à.r.l.; that the foregoing filing

was prepared under my direction and supervision; and that the contents with respect to Expereo

Acquisition Holdings B.V. are true and correct to the best of my knowledge, information and belief.

       I declare under penalty of perjury under the law of the United States of America that the

foregoing is true and correct. Executed this __ day of                 , 2014.




                                                         _______________________________
                                                         Name:
                                                         Title:
                                                         CETP III Expereo S.à.r.l.




                     ATTACHMENT 2




PRE-TRANSACTION OWNERSHIP STRUCTURE OF EXPEREO USA, INC.


                      ATTACHMENT 3




POST-TRANSACTION OWNERSHIP STRUCTURE OF EXPEREO USA, INC.


                                         CERTIFICATION


        I, Walter Brunink, hereby certify that I am the VP of Expereo USA, Inc. and am authorized to

make this certification on behalf of Expereo USA, Inc.; that the foregoing filing was prepared under

my direction and supervision; and that the contents with respect to Expereo USA, Inc. are true and

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

       I declare under penalty of perjury under the laws of the United State of America that the

foregoing is true and correct. Executed this __ day,           , 2014.




                                              Expereo   AJSA, Inc.


                                         CERTIFICATION


I, Barbara Imbs hereby certify that I am a Manager of CETP III Expereo S.a r.l.;that I am authorized

to make this certification on behalf of CETP III Expereo S.a r.l.; that the foregoing filing was

prepared under my direction and supervision; and that the contents with respect to CETP III

Expereo S.a r.l. are true and correct to the best of my knowledge, information and belief.

       I declare under penalty of perjury under the law of the United States of America that the

foregoing is true and correct. Executed this __ day of                 , 2014.




                                                         Name: Barbara/mbs
                                                         Title: Authorised Manager
                                                         CETP III Expereo S.a.r.1.


                                            ATTACHMENT 1



Answ er to Question 12

        Expereo USA shares officers and/or directors with the following entities that may be foreign
carriers:

        •   Alphons Mulder, who is Chief Executive Officer, President, Secretary and Treasurer of
            Expereo USA is also an officer and/or director of Expereo de Mexico S. de R.L. de C.V.

        •   Walter Brunink, who is Vice President of Expereo USA is also an officer and/or director of
            Expereo Singapore Pte. Ltd., Expereo Maroc S.a.r.l., and Expereo de Mexico S. de R.L.
            de C.V.

        •   Jan Van Berne, who is Assistant Secretary of Expereo USA is also an officer and/or
            director of Expereo Maroc S.a.r.l.

Answ er to Questions 14 and 15

        Transferor, through various affiliates, indirectly controls and/or holds ownership interests
greater than 25 percent in a number of entities that may qualify as “foreign carriers” under the
FCC’s rules (depending on how the services provided by those entities – e.g., certain broadband
services – are classified under applicable regulations). These entities are as follows:

            •   Expereo Singapore Pte. Ltd., which operates in Singapore.

            •   Expereo Middle East FZ-LLC, which operates in the United Arab Emirates.

            •   Expereo Maroc S.a.r.l., which operates in Morocco.

            •   Expereo de Mexico S. de R.L. de C.V., which operates in Mexico.

            •   Expereo Argentina S.A., which operates in Argentina.

As explained below, none of these entities possesses market power in any destination market or
along any U.S.-foreign route in any relevant service.

        Transferee is ultimately controlled by The Carlyle Group, L.P. (“Carlyle”). Carlyle, though
various affiliates, indirectly controls and/or holds ownership interests of greater than 25 percent in a
number of entities that may qualify as “foreign carriers” under the FCC’s rules (depending on how
the services provided by those entities—e.g., certain broadband services—are classified under
applicable regulations). These entities including the following:

            •   Hyundai Communications and Network, which operates in Korea.

            •   kbro Co., Ltd., which operates in Taiwan.

            •   Telecable de Asturias, which operates in Spain.


As explained below, none of these entities possesses market power in any destination market or
along any U.S.-foreign route in any relevant service.

Answ er to Question 16

        Applicants request that the Commission classify Expereo USA as a “non-dominant” carrier
between the United States and all countries (including, in particular, those listed above in the
narrative response to Questions 14 and 15. Such classification is appropriate under Section 63.10 of
the Commission’s rules because each of the foreign affiliates identified in that response lacks 50
percent market share in the international transport and the local access markets on the foreign end
of any relevant route.


                     ATTACHMENT 2




PRE-TRANSACTION OWNERSHIP STRUCTURE OF EXPEREO USA, INC.


                          Expereo USA, Inc. Organizational Chart Pre— Transaction




                     Walter Johannes             Rajen Magantal
Alphonsus Mulders                                                    Jan Adriaan Van Berne
                     Antonius Brunink               Raithatha
(the Netherlands)    (the Netherlands)          (United Kingdom)       (the Netherlands)




 Mulders Ventures    Brunink Ventures              Rana Holding                                     Stichting
                             BV                                           Citywall BV        Administratiekantoor
       BV                                              BV
                                                                        (the Netherlands)           Expereo
 (the Netherlands)   (the Netherlands)           (the Netherlands)                             (the Netherlands)




                                         Expereo Holding B.V
                                          (the Netherlands)




                                         Expereo USA, Inc.


                      ATTACHMENT 3




POST-TRANSACTION OWNERSHIP STRUCTURE OF EXPEREO USA, INC.


                                                 Expereo USA, Inc. Organizational Chart Post Transaction

   Carlyle Europe
Technology Partners,
    LP. USA, Inc.

                                 Mulders Ventures                Brunink Ventures                                     City wall V                 STAK

                                       BV                               BV
                                                                                     Rana Holding B.V                                       (the Netherlands)
                                                                                     (the Netherlands)              (the Netherlands)
CEPT I1I Participations          (the Netherlands)               (the Netherlands)
         Sau!
    (Luxembourg)                                                                                                                    10.6%




CEPT 111 Expereo S.a.r..                                                                                   Brumbear B.V
    (Luxembourg)                                                                                         (the Netherlands)




                                                     Expereo Acguistion Holdings
                                                                 ay
                                                          (the Netherlands)




                                                      Expereo Holding B.V
                                                       (the Netherlands)




               Expereo U.S.A. Inc
                       (U.S.A)



Document Created: 2014-08-12 13:58:11
Document Modified: 2014-08-12 13:58:11

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