Attachment 20161222130643-937.p

20161222130643-937.p

SUPPLEMENT

Supplement

2000-02-24

This document pretains to ITC-T/C-20000224-00122 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000022400122_1385465



 READ INSTRUCTIONS CAREFULLY                                                                                                                                            APPROVED BY OMB 3060—0589
   BEFORE PROCEEDING                                                               FEDERAL COMMUNICATIONS® COMMISSION
                                                                                                                                                           sPecial use
                                                                                     REMITTANCE ADVICE
                                                                                                                                                                                      ~—
                                                                                                                                                           ConI3G25292007
                                                                                                                                                           FCC UsSE OnLY
 a)Locksoxs 358115                                                                                 pace no. L__or _1
                                                                                                           1
                                                                                             SECTION A — PAYER INFORMATION
     (2) PAYER NAME (if paying by credit card, enter name exactly as it appears on yourcard)                                                       A—) TOTAE AMIOUNT—PAI®{dollars and cents)
     Blooston,                  Mordkofsky,                                   Jackson & Dickens                                                      s       ~                =n L5                780 .00
     (4) STREET ADORESS LINE NO. 1

     2120 L Street,                               N.W.                                                                                               FEB 2 4 onng
     (5) STREET ADDRESS LINE NO. 2                                                                                                                                      CTty

                                                                                                                                            PROERAL COMAMtaINA;
     (6) CITY                                                                                               (7) STATE                              8cZIFfi"C‘CZDEf npo

     Washington                                                                                             DP.C,.                                       20037          _
     (9) DAYTIME TELEPHONE NUMBER (Include area code}                                                      (10) COUNTRY CODE (if not in U.S.A.)

      {(202)        6509——0830


                                                                                       SECTION B — APPLICANT INFORMATION
(11) APPLICANT NAME (if paying by credit card, enter name exactly as it appears on your card)

  MJD Communications
{12) STREET ADDRESS LINE NO. 1
     521 East Morehead Street ——                                                        Suite           250
(13) STREET ADDRESS LINE NO. 2



(14) CITY                                                                                                  (15) STATE                                (16) ZIP CODE

     Charlotte                                                                                              NC                                        28202
(17) DAYTIME TELEPHONE NUMBER (Include area code)                                                          (18) COUNTRY CODE (if not in U.S.A.)




                                                                                       SECTION C — PAYMENT INFORMATION
(19A) FCC CALL SIGN/OTHERID                                         >ME       PE CODE (PTC)     (21A) QUANTITY (224) FEE DUEFOR (PTC) IN BLOCK 20/
                                                                [ C           LV        [ T                            1 |s                         780.00
(23A) FCC CODE 1                                                                                                 (24A) FCC CODE 2


(198) FCC CALL SIGN/OTHER ID                       (208B) PAYMENT TYPE CODE (PTC)                     (218) QUANTITY      (228) FEE DUE FOR(PTC) IN BLOCK 208 F


(23B) FCC CODE 1
                                                                L__—_!                   |                                s
                                                                                                                 (24B) FCC CODE 2



(19C) FCC CALL SIGN/OTHER ID                       (20C) PAYMENT TYPE CODE (PTC)                      (21C) QUANTITY      (22C) FEE DUE FOR (PTC) IN BLOCK 20C


(23C) FCC CODE 1
                                                                |_            [          |                                s
                                                                                                                 (24C) FCC CODE 2



(19D) FCC CALL SIGN/OTHER ID                       (20D) PAYMENT TYPE CODE (PTC)                      (21D) QUANTITY      (22D) FEE DUE FOR (PTC) IN BLOCK 200


(23D) FCC CODE 1
                                                                |              |         |                                s
                                                                                                                 (24D) FCC CODE 2




(25)                                                                                                             (26) COMPLETE THIS BLOCK ONLY IF APPLICANT NAME IN 8—11 IS DIFFERENT FROM PAYER NAME IN A—2)


PAYER TIN                                                                                                        APPLICANT TIN                             |O0}|1i|3 [3 |7 |2 |s|2 |2
                                                                                                 SECTION E — CERTIFICATION
(27) CERTIFICATION STATEMENT

I,                                                                                     , Certify under penalty of perjury that the foregoing and supporting information
                                    (PRINT NAME)
are true and correct to the best of my knowledge, infomation and belief.                                                        SIGNATURE
                                                                               SECTION F — CREDIT CARD PAYMENT INFORMATION
25                                 MaSTERCARD/visA AcCounT NuMBer.                                                                                          EXPIRATION DATE:
          MASTERCARD
                                                                                                                                                             MONTH          YEAR
          yies        1 hereby authorizethe FCC to charge my VISA or MASTERCARD                   AUTHORIZED SIGNATURE                                           DaTe
                      for the service(s)/authorization(s) herein described.                  >
                                                                          SEE PUBLIC BURDEN ESTIMATE ON REVERSE                                          FCC FORM 159              JULY 1997 (REVISED)


      BLOOSTON MORDKOFSK‘( JACKSON &DICKENS
               ~ Piso L BTREET, NW., NO. 300 :
                 _ washineron, D.C..20037

       A&fofv     :          _ Federal Communlcatlonx Commxbslon



           Q!L‘Es'm.fi
            Crestar Bank
            Washinglon, DC
\éé_;s‘ Ll Paso. Long Distance..ITelephone.. Company
\      |        51‘0001?331-““ !‘OSQGDDSEB:              ED&SS‘N«'.Q'


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

In the Matter of                              )
                                              )
EL PASO LONGDISTANCE                          ) File No. ITC—
 TELEPHONE COMPANY                            )
                                              L
Application for Prior Consent to Transfer     )
Control of Existing Streamlined               )
International Section 214 Authorization       t


           APPLICATION FOR CONSENT TO TRANSFER OF CONTROL
       OF STREAMLINED INTERNATIONAL SECTION 214 AUTHORIZATION

       El Paso Long Distance Telephone Company. ("El Paso"), MJD Communications, Inc.

("MIJD"), and Thomas H. Lee Equity Fund IV, L.P. ("THL"), pursuant to Section 214 of the

Communications Act of 1934, as amended, and Section 63.18 of the Commission‘s Rules,

respectfully request Commissionconsent to the proposed transfer of control of El Paso and its

existing Streamlined International Section 214 Authorization, as well as El Paso‘s ultimate parent

company MJD, from the existing common stockholders of MJD to THL.

                                            Introduction

       El Paso resells switched international telecommunications services pursuant to a stream—

lined International Section 214 Authorization granted by the Commission under File No. ITC—96—

351 (now ITC—214—19960626—00271), effective August 7, 1996; and under a subsequent transfer

of control authorized under File No. ITC—T/C—19981118—00836, effective January 21, 1999.

       El Paso, an Illinois corporation, is a wholly—owned subsidiary of Ravenswood

Communications, Inc. ("RCI"), an Illinois corporation. In turn, RCI is a wholly—owned subsidiary

of MJD Services Corp. ("MJD Services"), Delaware corporation. Finally, MJD Services is a


wholly—owned subsidiary of MJD, a Delaware corporation.

        THL and related funds presently own non—voting, preferred stock compri;         43.3

percent equity interest in MJD. Upon receipt of Commission approval of this apy         n and

applications for transfer of control of other Commission authortzatioms, THL and        :d funds

will convert their preferred stock into commonstock comprising a 47.2 percent v         interest in

MJD. At that point, THL will be MJD‘s largest stockholder andits principal sou:         future

additional equity funding. In other words, THL will obtain and exercise de facto        j of MID

and its subsidiaries, including El Paso, at the time of conversion and for the forest       future

thereafter. It is likely that THL‘s common stock interest in MJD will grow to exc       ie 50.0


percent de jure control boundary at some point during the next year or two.

       The proposed transfer of control of MJD and its subsidiaries, including El           to THL

will serve the public interest by allowing El Paso to draw upon the financial and a     trative

resources of THL and MJD as it continues to resell and market its international

telecommuni-cations services in highly competitive markets.

       Grant of this application will serve the public interest, convenience and ne     7 and in

support thereof, the following information is submitted pursuant to Section 63.18 __    a
                                                                                        —




Commussion‘s Rules:

       a)      Names, addresses, and telephone numbers of the applicants are:

               Authorization Holder:
               El Paso Long Distance Company.
               48 West First Street
               El Paso, Illinois 61738
               Telephone: (309) 527—4500
               Facsimile: (309) 527—5700


     Seller:
     MJD Communications, Inc.
     521 East Morehead Street (Suite 250)
     Charlotte, North Carolina 28202
     Telephone: (704) 344—8150
     Facsimile: (704) 344—8121

     Buyer:
     Thomas H. Lee Equity Fund IV, L.P.
     75 State Street
     Boston, Massachusetts 02109
     Telephone: (617) 227—1050
     Facsimile: (617) 227—3514


b)   The Applicants are organized under the laws of:

     El Paso Long Distance Company: IIlinois

     MJD Communications, Inc.: Delaware

     Thomas H. Lee Equity Fund IV, L.P.: Delaware




c)   Correspondence concerning the application should be addressed to:

     Authorization Holder and Seller:
     Eugene B. Johnson, Executive Vice President
     MJD Communications, Inc.
     521 East Morehead Street (Suite 250)
     Charlotte, North Carolina 28202
     Telephone: (704) 344—8150
     Facsimile: (704) 344—8121


 with copies to legal counsel:

 Gerard J. Duffy, Esquire
 Blooston, Mordkofsky, Jackson and Dickens
 2120 L Street, NW. (Suite 300)
 Washington, D.C. 20037
 Telephone: (202) 659—0830
 Facsimile: (202) 828—5568

 Buyer:
 Anthony J. DiNovi
 Thomas H. Lee Equity Fund IV, LP.
 75 State Street
 Boston, Massachusetts 02109
 Telephone: (617) 227—1050
 Facsimile: (617) 227—3514

 with copies to legal counsel:

 Mitchell F. Hertz, Esquire
 Kirkland & Ellis
 655 Fifteenth Street, NW. (Suite 1200)
  Washington, D.C. 20005
. Telephone: (202) 879—5000
  Facsimile: (202) 879—5200

 El Paso was granted a streamlined International Section 214 Authorization to

 resell switched international telecommunications services under File No. ITC—96—

 351 (now ITC—214—19960626—00271), effective August 7, 1996; and under a

 subsequent transfer of control authorized under File No. ITC—T/C—19981118—

 00836, effective January 21, 1999.


         e) Applicants are requesting prior Coramission co isent to the transfer of control of El

             Paso and its existing International Section 214 Authcrization from the curre it

             stockholders of MJD to THL.




                                         CERTHICATIONS

                                                Affiliations

         El Paso, MJD and THL each certifies that it is not i fore gn carrier, ind th at it coes not

have an affiliation with any foreign carrier.

         El Paso, MJD and THL each certifies that it does n at have an affiliation w th any of the

U.S. carriers whose facilities—based international services El Paso resells anc prop )ses to coninue

to resell.

         After completion of the proposed transact.on, the r ame, sitizenship : ind piincipal business

of the only entity with a ten percent (10%) or greater inter :st in 51 Paso wil continue to be:

                                          %
Name/Address                             QOwned Citizen         Prinicipal Business
Ravenswood Communications, Inc.            100%    1#           Tel :communicaitions
48 W. First Street                               Corp.
El Paso, IL 61738


        In turn, the name, address, citizenship and       ipal business ofthe only entity having a ten

percent (10%) or greater interest in RCI will conti       > be:

                                          %
Name/Address                            Owned C                   Principal Business
MJD Services Corp.                      100.0% I                  Telecommunications
521 E. Morehead St.                            C                  Holding Company
Charlotte, NC 28202

        MJD Services is a holding company which           : rural telephone and other

telecommunications interests. In turn, the name, &        s, citizenship and principal business of the

only entity having a ten percent (10%) or greater i       t in MJD Services will continue to be:

                                           %o
Name/Address                            Owned C                   Principal Business
MJD Communications, Inc.                100.0%                    Telecommunications
521 E. Morehead St.                            C                   Holding Company
Charlotte, NC 28202

        MJD Communications, Inc. is a holding co          y which owns rural telephone and other

telecommunications interests. The names, address          :izenship and principal businesses of the

entities having a ten percent (10%) or greater voti       erest in MJD Communications, Inc. will

be:

                                          %o
Name/Address                            Owned       Citizen       Principal Business
Thomas H. Lee Equity                    47.20%     DE L.P.        Investments
 Fund IV, LP.
75 State Street
Boston, MA 02109

The general partner of Thomas H. Lee Equity Fund IV, L.P. is THL Equity Advisors, IV, LLC.
No single individual or entity holds a 10 percent or greater interest in THL and its affiliated funds.


                                          %
Name/Address                            Owned      Citizen     Principal Business
Kelso Investment                        40.06%     DEL.P.      Investments
 Associates V, LP.
320 Park Avenue, 24th Floor
New York, NY 10022

The general partner of Kelso Investment Associates V, L.P. is Kelso Partners V which, in turn, is
owned by Messrs George E. Matelich, Frank T. Nickell, Joseph S. Shuchert, Thomas R. Wall, IV,
Michael B. Goldberg, Frank K. Bynurmn, Jr., and David I. Wahrhaftig, each of whom is a U.S.
citizen and a holder of less than a five percent general partnership interest.


        El Paso: (1) will continue to maintain separate books of account from affiliated local

exchange carriers; (2) will continue not to jointly own transmission or switching facilities with

affiliated local exchange carriers; and (3) will continue to takeany tariffed services from affiliated

local exchange carriers pursuant to the terms and conditions of their generally applicable tariffs.

        El Paso will continue to be treated as a nonregulated affiliate for purposes oflocal

exchange carrier accounting under the Commussion‘s joint cost and affiliate transactions rules as

set forth in Parts 32 and 64 of the Cornmission‘s Rules.




                             Foreign Concessions and Arrangements

       El Paso, MJD and THL each certifies that it has not agreed to accept special concessions,

directly or indirectly, from any foreign carrier or foreign administration with respect to traffic and

revenue flows between the United States and any foreign country which El Paso may serve under

the authority sought; and that it will not enter into such agreements in the future.


                               Anti—Drug Abuse Act Certification

       El Paso, MJD and THL each certifies that, to the best of its knowledge and belief, no

party to the application is subject to denial of federal benefits pursuant to Section 5301 of the

Anti—Drug Abuse Act of 1988, 21 U.S.C. 862.




                                           CONCLUSION
       In light of the foregoing, El Paso, MJD and THLrespectfully submit that the public

interest, convenience and necessity would be served by a grant of the proposed transfer of control

of El Paso and its International Section 214 Authorization from the current stockholders of MJD

to THL.

                               Respectfully submitted,
                               EL PASO LONG DISTArCE COMPANY

                               By:        [EBW
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                               Printed Name:          | Imnesmny \«} ‘LJS:'\\D\\\

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                               MJD
                                e  COMMUNICATIONS, INC.

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                               Printed Name:        f/r*«c‘ni—\l   L)            SUA
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                               Office: ()/(‘g /@’S/J;u‘/ om—fimadcs / /»‘-‘/‘*’U"J;A

                               Date:     //ZZ/O()


By:

Printed Name:
          MUA@M\     TB« ‘\}OU(“

Office:   MW%M\‘ hkébfidfi

Date:     2/23/0“6


                                  CERTIFICATE OF SERVICE


         I, Michael B. Adams, Jr., hereby certify that I arn an attorney witk the law firm of Blooston,
Mordkofsky, Jackson & Dickens and that a copy of the foregoing "Application for Consent to
Transfer of Control of Section 214 Authority" was served this 24th deay of February, year 2000,
by first class mail as indicated, to the persons listed below.

       The Honorable George H. Ryan
       Office of the Governor
       207 Statehouse
       Springfield, IL 62706

       The Honorable Madeleine Albright
       Secretary of State
       United States Department of State
       2201 C Street, NW.
       Washington, D.C. 20520

       The Honorable William S. Cohen
       Secretary ofDefense
       Attention: Special Assistant for Telecommunications
       The Pentagon
       Washington, D.C. 20301

       International Transcription Service
       1231 20°" Street, N.W.
       Washington, D.C. 20037




                                                 /Z/LCWZBA
                                                       Michael B. Adams, Jr.



Document Created: 2019-04-23 00:28:55
Document Modified: 2019-04-23 00:28:55

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