Attachment 20161215164708-493.p

20161215164708-493.p

SUPPLEMENT

Supplement

2000-04-03

This document pretains to ITC-T/C-20000403-00519 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000040300519_1382540

KELLEY DRYE & WARREN ccr A LIMITED LIABILITY PARTNERSHIP 1200 19"" STREET, N.W. NEW YORK, NY SsUITE 500 FACSIMILE LO:S ANGELES, CA WASHINGTON, p.C. 20’036 (202) osis—o702 SHICAGO, IL STAMFORD, CT ‘ (202) 955—9600 PARSIPPANY, NJ enussecs, secousc _ FDCG MILLON _ AP3(/3 2000 HONG KONG AFFILIATE OFFICES IA pr l 3, 2000 BANGKOK, THAILAN > JAKARTA, INDONESIA AANILA, THE PHILIPPINES MUMBA1, INDIA TOKYO, JAPAN Federal Co nr im iicaticns Commission IB Telecon im incaio s l)ivision P.O. Bo« 358 1: Pittsburzh, PW 152251—5 15 Ms. Majzal e ltoinai S alas; Secretary Federal Co nriwiiciaticns Cemmission 445 12"" Stee:, S W Washin{:to 1, 1 )C Attn: Retecca Arpogas Bre :k Blilock Jusin Ceanor Re: Ir ths Mat er of Actel In.eg ated Communications, Inc. Application for A aithority o ‘[ransfer Conti ol of a Commons Carrier Holding an Ir ternatior al Section 214 A uthorization Dear Ms. Salas: On behalf of Actel Integrated Communications, Inc. ("Actel"), enclosed for filing with the Federal Communications Commission, please find an original and five copies of the above—referenced Application.* Enclosed herein for this filing are the Form 159 Fee Remittance Sheet, a check in the amount of $780.00 to cover the filing fee, and a duplicate copy of the filing. Please date—stamp the duplicate and return to the courier. Please note that a related Section 214 Request for Special Temporary Authority is being filed concurrently. If there are any questions regarding this filing, please contact me at (202) 887—1238. Thank you for your assistance with this matter. Sincerely, Winafred R. Brantl Enclosures *Faxed copy of signature pages enclosed; originals will be filed Tuesday, April 4, 2000. DCOI/BRANW/109227.1

Draft 4/3/00 5:00 PM Before the FEDERAL COMMUNICATIONSCOMMIISSION Washington, D.C. 20554 Streamlined ITC—T/C—20000403—00519 In the Matter of ) ACTEL INTEGRATED COMMUNICATIONS, INC:. ) Actel Integrated Communications, Inc. ) ) Application for Authority to Transfer ) Control of a Common Carrier Holding ) an International Section 214 Authorization ) APPLICATION I. Introduction Actel Communications Integrated, Inc. ("Actel" or "Applicant"), by its attorneys and pursuant to Section 214 of the Communications Act of 1934, as amended ("the Act"), 47 U.S.C. § 214, and Section 63.18(c)(3) of the Commission‘s Rules, 47 C.F.R. § 63.18(c)(3), hereby requesté authority to transfer control of Actel as described herein. Actel currently holds facilities—based authority granted March 3, 1999 in File No. ITC—214—19990111—00008.‘ As described in Actel‘s request for Special Temporary Authority being filed concurrent with the submission of this Application, this Application is necessitated by Actel‘s urgent need for additional funding. Accordingly, Actel requests that the Commission process this Application as quickly as possible. IL. Description of Transaction Actel currently has 1,904,034 shares of voting common stock outstanding. There are outstanding warrants held by existing investors, lenders and vendors for an additional DCO1/BRANW/109158.1

2,214,924 shares of voting common. Employees hold options to acquire another 2,938,534 shares of voting common under Actel‘s Employee Stock Option Plan. In addition, the Company has issued 5,512,000 shares of nonvoting preferred shares. In order to raise funds to support its operations and expansion efforts, Actel is preparing to enter funding agreements with several new investors. DB Capital Investors, L.P. ("DB"), an affiliate of Deutsche Bank, GSMB, will provide half of the funds, while the other half will come from three affiliated entities: Sandler Capital Partners IV, L.P., Sandler Capital Partners IV FTE, L.P. and Sandler Co—Investment Partners, L.P. (collectively, "Sandler"; DB and Sandler collectively referred to as "the Investors"). The total amount of the funding commitment will be available in three installments with the first available at closing and the remaining two only upon the attainment of certain milestones. As each funding event occurs, the Investors will receive shares of new Series E Convertible Preferred Stock being issued by Actel (the "Preferred Shares"). Each Preferred Share is convertible into one share of common stock (subject to various adjustments to prevent dilution) and will be entitled to vote as though it had been converted into common. Upon closing, 6.6 million of the new Preferred Shares will be issued the Investors — 3.3 million to DB and 3.3 million to be split among the Sandler entities. Each of DB and Sandler would then own 38.8% of the voting shares then outstanding and the existing shareholders will retain 22.4%. In the event the Investors make the additional investment contemplated, they will each hold 6,250,000 shares of the new Preferred Shares. This would constitute a 43.44% voting interest for DB and Sandler, and a 13.22% interest for the current common shareholders. These percentage interests will vary as stock dividends are issued on the C See Report No. Tel—00070, DA 99—440, rel. Mar. 4, 1999. DCO1/BRANW/109158.1 —2 —

Preferred Shares and mayvary if existing warrants or options for common shares are exercised by current holders or existing nonvoting preferred shares are converted into common shares. As is evident, neither ofthe Investors will obtain sufficient shares to control Actel. DB and Sandler are independent of one another and are not under common ownership or control or acting in concert. Reflecting the diversified ownership of the company, upon issuance of the Preferred Shares the Company‘s Board of Directors will have seven (7) members. DB and Sandler will each have the right to name two directors; the common stockholders will select one director; the Company‘s President and Chief Executive Officer, who also is an existing common stockholder, will be a director; and one independent director will be nominated by the remaining members of the Board. Certain majoractions, including the sale or merger of the company into another company, will require the approval of at least five (5) directors. III. Regulatory Treatment and Application Processing Actel is not affiliated with any foreign carrier, and thus is regulated as a non—dominant carrier on all routes. None of theInvestors is affiliated with a foreign carrier as these termsare defined in the Commission‘s Rules. Thus, pursuant to Section 63.10(a)(1) of the Commission‘s Rules, Actel should continue to be classified as a nondominant carrier in its provision of international service on all routes post—closing. Furthermore, this Application is entitled to streamlined processing under Section 63.12 of the Commission‘s Rules. IV. Section 63.18 information Pursuant to Section 63.18 of the Commission‘s Rules, Actel sets forth the following information in support ofthis Application. DCO1/BRANW/109158.1 — 3 —

(a) The name, address, and telephone number of the Applicant is: Actel Integrated Communications, Inc. 1509 Government St. Suite 300 Mobile, AL 36604 Tel: (334) 473—4858 The name, address, and telephone number of each Investor is: DB Capital Investors, L.P. 130 Liberty Street New York, NY (212) 250—8084 Sandler Capital Partners IV, L.P., Sandler Capital Partners IV FTE, L.P. and Sandler Co—Investment Partners, L.P. 767 5" Avenue New York, NY 10153 (212) 754—8100 (a) Actel is a corporation organized under the laws of the State of Alabama. DB is a limited partnership organized under the laws of Delaware. Each Sandlerentity is a limited partnership organized under the laws of Delaware. (b) Correspondenceconcerning this Application should be sent to: Daniel J. Shapiro General Counsel and Executive Vice President, Legal and Regulatory Affairs Actel Integrated Communications, Inc. 450 Laurel Street Bank One Centre, North Tower, Suite 2101 Baton Rouge, LA 70801 (225) 383—0775 Heide Silverstein Director DB Capital Investors, L.P. 130 Liberty Street New York, NY (212) 250—8084 DCO1/BRANW/109158.1 = 4 —

Ed Grinikoff Chief Financial Officer Sandler Capital Partners IV, L.P., Sandler Capital Partners N ‘TE, L.P. and Sandler Co—Investment Partners, L.P. 767 5" Avenue New York, NY 10153 (212) 754—8100 with copies to: James Freeman Joan M. Griffin Winafred R. Brantl Kelley Drye & Warren, LLP 1200 19th Street, NW Washington, DC 20036 (202) 955—9600 (d) Actel currently holds global facilities—basedauthority granted un ‘Section 63.18(e)(1)of the Commission‘s Rules on March 3, 1999 in File No. ITC—214— —290111—00008. Neither DB nor any of the Sandler entities have previously received Sect 1214 authority from the Commission. (e) Actel is applying for transfer of control authority pursuantto Sec n 63.18(e)(3)of the Commission‘s Rule. (f) No response required. (g) No response required. (h) The following individuals or entities hold 10% or greater interes DB Capital Investors, L.P.: Deutsche Bank 130 Liberty Street New York, NY Citizenship: U.S. Principal Business: Financial Percentage Interest: 100% DCO1/BRANW/109158.1 — 5 —

The following individuals or entities hold 10% or greater interest in Sandler: Landmark Communications Citizenship: U.S. Principal Business: Communications/Media Percentage Interest: National Universal Fire Insurance Citizenship: U.S. Principal Business: Insurance Percentage Interest: Octavian Nominees Citizenship: U.S. Principal Business: Investment Percentage Interest: Dominian Corporation Citizenship: U.S. Principal Business: Investment Percentage Interest: Gannett Retirement Plan Citizenship: U.S. Principal Business: Financial Investment Percentage Interest: Knight—Ridder Retirement Plan Citizenship: U.S. Principal Business: Financial Investment Percentage Interest: The remaining ownership information for the above entities is being obtained and will be submitted in a supplementalfiling as soon as possible. DCO1/BRANW/109158.1 — 6 —

(i) As evidenced by the certifications provided in Attachment A, neither DB nor any of the Sandler entities is affiliated with any foreign carrier. (3), (k), (1), and (m) Not applicable; neither DB nor any of the Sandler entities is affiliated or otherwise related to any foreign carrier on any of the routes that Actel is authorized to serve. (n) As evidenced by the certifications provided in Attachment A, neither DB nor any ofthe Sandler entities have agreed to accept special concessions directlyor indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses sufficient market power on the foreign end of the route to affect competition adversely in the U.S. market, and nor will either DB or any of the Sandler entities enterinto such agreements in the future. (0) As evidenced by the certifications provided in Attachment A, no party to this Application is subject to a denial of federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. (p) Actel requests streamlined processing pursuant to Section 63.12 of the Commission‘s Rules. This Application is eligible for streamlined processing because neither Actel, DB, or any of the Sandler entities is affiliated with foreign carriers on anyroute for which Actel currently holds authority. DCO1/BRANW/109158.1 — 7 —

V. Conclusion For these reasons, Actel requests that the Commi si n ‘oces a |:gr: it hi Application as quickly as possible. Respect.ully Sut itted, ACTEL INTEGRA :D COMMUNICATIONS, James Freeman meearianiclo Daniel J. Shapito Joan M. Griffin General Counsel and Executive Vice Winafred R. Brantl President, Legal and Regulatory Affaits KELLEY DRYE & WARREN LLP Acte‘ Inte ited ommu > tions, Inc. 1200—19th Street, N.W. 450 .aire ie Suite 500 Ein Cgme eitm No: i > ver, Suite Washington, D.C. 20036 21 11 (202) 955—9600 Bit iRow : L 708 | Its Attorneys @21 383 15 Date: DCO1/BRANW/109158.1

Anti—Drug Abuse Act Certification In accordance with the requirements of Section 1.2002 of the Federal Communications Commission‘s Rules, 47 C.P.R. § 1.2003, I heiehy cortify that DB Capital Investuus, L1is not subject to a denial of Federal benefits that includes FCC benefits pursuaut to section 5301 of the Anti—Drug Abuse Act of 198§, 21 U.S.C. § 862. P Name: I yler Zachem Title: Managing Director Dated: April 3, 2000

Anti—Drug Abuse Act Certification In accordance with the tequirements of Section 1.2002 ofthe Federal Communications Commission‘s Rules, 47 C.F.R. § 1.2002, I hereby certify that Sandler Co—Investment Partners, J..P. is not subject to a denial of Federal benefits that includes FCC benefits pursuant to section 5301 ofthe Anti—Drug Abuse Act of 1988, 21 U.S.C. § 862. SANDLER CO—INVESTMENT PARTNERS, * * L.P. By: Sandler Capital Management, General Partner By: MIJDM Corp., a General Partner jWP y By: 2L L Edward G. Grinacoff President Dated: April 3, 2000

Anti—Drug Abuse Act Certification In accordance with the requirements of Section 1.2002 of the Federal Communications ‘Commission‘s Rules, 47 C.F.R. § 1.2002, I herelyycertify that Sandler Capital Partners IV FTE, L.P. is not subject to a denial of Federal benefits that includes FCC benefits pursuant to section 5301 of the Anti—Drug Abuse Act of 1988. 21 U.S.C. § 862. SANDLER CAPITAL PARTNERS IV ETE, LP. f y By: Sandler Investment Partners, L.'P. General Partuer By: Sandler Capital Management, General Partuer By: MJDM Corp., a General P artner By: _ <.. es Edward C. Grinacoff Prosident Dated: April 3, 2000

Anti—Drug Abuse Act Certification In accordance with the rgquirements of Section 1.2002 of ;che Federal Communications Commission‘s Rules, 47 C.F.R. § 1.2002, 1 hereby certify that Sandler Capital Partners IV, L.P. is not subject to a denial of Federal benefits that includes FCC benefits pursuant to section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 862. SANDLER CAPITAL PARTNERS IV_?:L.P. 3+ By: Sandler Investment Partners, LP. General Partner By: Sandler Capital Management, General Partner ' By: MJDM Corp., a Generil P rtnae: kess * +A SEA_‘ By: Cs M Edward (1. Grinacoff President Dated: April 2, 2000

Anti—Drug Abuse Act Certification In accordance with the requirements of Section 1.2002 of the Federal Communicatiuns Commission‘s Rules, 47 C.F.R. § 1.2003, I heiehy certify thal DB Capital Investuus, L1‘ is not subject to a denial of Federal benefits that includes FCC benefits pursuaut to section 5301 of the Anti.Diug Abuse Act of 1988, 21 U.S.C. § 862. o_ Name: I yier Zachem Title: Managing Director Dated: April 3, 2000

APPROVED BY OMB 3060—0589 BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION REMITTANCE ADVICE PAGE NO._______ OF s— LOCKBOX # name as appears on your KELLEY DRYE & WARREN LL STREET ADDRESS 1 1200 19th Street, N.W. Suite 500 City Washington 20036 202— —9600 IF PA AND f IF MORE THAN ONFE APPLICANT, USE CONTINUATION SHEETS 159—C name as appears on your ACTEL Integrated Communications, Inc. LINE NO. 1 1509 Government St., Suite 300 ob ile "A 04 4—473—L48 COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEETS T 780.00 AYER TIN O| 1| 3 |5 |3 |3 1 |O |7 CANT TIN natrre Brantl , Certify under penalty of perjury that the foregoing and supportin}nformation (PRINT NaMe) true and correct to the best of my knowledge, infomation and belief. SIGNATURE MONTH YEAR hereby authorize the FCC to charge my VISA or MASTERCARD herein described.

on ue n ngnmgainem cesmm mtimpnmemmaumie o peene y en oved husfiine e e‘ adinatte iedeahcrtrines Aca ies a on o KELLEY DRYE& WARREFN 1 1 P First union Nationat BANK 1200 19TH STREFT N wW, 0 WaSHINGION, DG OO602 9 | 68—122/540 Nn480 April 3. 2000 -*9% PAY TO THE ORDER OF Federal Communi ratinne Mammiarnaia4 & 78000 Seven Hundred Rigah+v and aa/inn—_____ — DOLLARS TOC W‘M is uw memo Che. 0l2667.oon1 poporprgoopremern & SECURITY FEATURES incttinsn netaie nu rus a Aits Eo Mc ® 5 ooomssse a meomen Smz u'DDBD F':Iu |:n sSLAM L9 2mi® 2nnnnmniir Gnd s 4ns


Document Created: 2019-05-08 14:19:42
Document Modified: 2019-05-08 14:19:42
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC