Attachment 20170110142841-407.p

20170110142841-407.p

SUPPLEMENT

Supplement

2000-05-19

This document pretains to ITC-T/C-20000519-00310 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000051900310_1392612

ervices for 214 Applications ine/Non—streamline weale _—ILIMITED/GLOBALRESALESERVICE Sepy = ED SERVICE ~g IES—BASED/RESALE SERVICE B _TINDIVIDUALFACILITIES—BASEDSERVICE m RESALE SERVICE s _—INMARSATANDMOBILESATELLITESERVICE "*m —INTERNATIONALSPECIALPROJECT ‘~ __SWITCHEDRESALESERVICE A Description of Application: O L 10 «tveme

FCEmerli°on C Mau, y 19 200 0 Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) MGC COMMUNICATIONS®S, INC. ) ) File No. ITC 2000— _____ ) Application for Authority Pursuant to ) Section 214 of the Communications Act ) of 1934, as Amended, to Transfer ) Control of Authorization to Provide ) Global Facilities—Based and Resale ) Telecommunications Services ) Holdings, Inc. ) To: The Commission APPLICATION MGC Communications, Inc. ("MGC" or "Applicant"), by its undersigned attorneys, hereby respectfully requests authority from the Federal Communications Commission ("Commission"), pursuant to Section 214 of the Communications Act of 1934, as amended (the "Act"), and Section 63.18 (e)(3) of the Commission‘s Rules, 47 C.F.R. §63.18 (e)(3), to permit streamlined processing of the transfer of the ownership and control of BroadSpan Communications, Inc. ("BroadSpan"), the recipient of the Section 214 authorization granted on October 2, 1998 under File No. ITC—214—19980925—00659 (the "214 Authorization") to MGC. In accordance with the Commission‘s fee schedule, Fee Code CUT, MGC attaches a check in the amount of $780.00 to this Application.

I. THE PARTIES A. MGC Communications, Inc. MGC is a publicly—held Nevada corporation headquarteredin Pittsford, NewYork. MGC is authorized to provide to provide global resale services under Section 214. Further information concerning MGC was submitted in ITC—214—19970731—00440 andis, therefore, already a matter of public record at the Commission, and MGC requests that it be incorporated by reference herein. B. BroadSpan Communications, Inc. BroadSpanis a privately—held Missouri corporation headquartered in St. Louis, Missouri. BroadSpan is authorized to provide facilities—based and global resale services under Section 214 in File No. ITC—214—19980925—00659. BroadSpan has, and will continue to have, sufficient technical, financial, and managerial resources to operate as a global carrier of international telecommunications service pursuant to the terms and conditions of Section 63.18(e)(2) of the Commission‘s rules, 47 C.F.R. § 63.18(e)(2). Upon approval by the Commission of this Application and the completion of the transfer of ownership and control, BroadSpan will still provide the telecommunications services authorized under the Section 214 Authorization. IL. THE TRANSACTION MGC and BroadSpan‘s parent, Primary Network Holdings, Inc. ("Primary"), have agreed, pursuant to an Agreement and Plan of Merger dated April 17, 2000 ("Merger Plan"), to allow MGC to acquire Primary. The proposed transaction will effect a transfer of control in the ownership of Primary, which will continue to operate as a wholly—owned subsidiary of MGC. 2

MGC will acquire Primary by assuming Primary ting indebtedness and issuing a portion of its authorized but unissued common stock to Prit shareholders. Specifically, pursuant to the proposed Merger Plan, on or before June 15, or as soon thereafter as may be practicable (the "Effective Date"), MGC‘s wholly—owned sut y, Mpower Merger Sub, Inc., a Delaware corporation ("Mpower Sub"), will merge into Pri As a result of this merger, Primary will be the surviving corporation. Each outstanding s f Mpower Sub‘s common stock (par value of $.01 per share) will be converted into one shar ie surviving corporation‘s common stock (par value of $.01 per share). As of the Effective Date, each then curt iareholder of Primary common stock and preferred stock (each stock with a par value of per share) will receive the right to obtain 0.02022 shares of the common stock of MGC (1 lue $.001 per share) for each share of the shareholder‘s Primary common stock or preferred , as the case may be. As ofthe date ofthis Application, MGC cu has 35,498,456 shares ofits common stock that is issued and outstanding and 24,492,404 sh f common stock that have been authorized but have not yet been issued. As of the date of thi lication, Primary currently has 63,600,815 shares of common stock and 3,156,765 shares of p »d stock that are issued and outstanding and 16,399,185 shares of its common stock that is authorized but have not yet been issued. MGC estimates that in acquiring Primary it will, on the Effective Date, issue approximately 1,350,000 shares of its authorized and unissued common stock to Primary‘s shareholders. As a result ofMGC‘s acquisition of Primary, Primary will become a wholly—owned subsidiary of MGC, and BroadSpan will continue operations, but as an indirect subsidiary of MGC. Accordingly, the Section 214 Authority should continue to be designated in the corporate name of BroadSpan. 3

In addition to the issuance of its authorized but unissued common stock, MGC will also assume the existing indebtedness of Primary. As of the date of the Merger Plan, Primary‘s existing indebtedness consists of 12%senior subordinate notes with an aggregate balance of approximately $60,000,000 and other various indebtedness in an aggregate amount of approximately $6,000,000. In addition, Primary has also issued a 15% senior note in the original principal amount of $10,000,0000 that is payable to MGC (the "MGC Note"). Interest on the MGC Note accrues and must be repaid, along with the principal amountof the MGC Note, on the earlier to occur of (a) the one year anniversary of the MGC Note, (b) an acceleration of the MGC Note due to an event of default under the MGC Note, or (c) a transfer of control of Primary. III. PUBLIC INTEREST CONSIDERATIONS Consummation of the proposed transaction will serve the public interest in promoting competition among providers oflocal and interexchange telecommunications services by combining the financial resources and complementary managerial skills and experience ofMGC and BroadSpan in providing telecommunications services to the public. MGC and BroadSpan anticipate that the contemplated transfer ofownership and control will result in a company better equipped to accelerate its growth as a competitive telecommunications service provider. The transfer or ownership and control will permit MGC and BroadSpan to manage their telecommunications operations more efficiently, thereby enhancing their operational flexibility and efficiency. These enhancements will benefit customers of each carrier nationwide by offering better services at competitive prices. Accordingly, the proposed transaction will benefit the public interest by enabling MGC and BroadSpan to offer competitively priced services in the U.S. interstate and international marketplace.

IV. INFORMATION REQUIRED BY SECTION 63.18 In support of MGC‘s request for authorization, the following information is submitted pursuant to Section 63.18 (e)(3) ofthe Commission‘s rules and regulations, 47 C.F.R. § 63.18(e)(3). The name, address and telephone number of MGC and BroadSpanare: MGC Communications, Inc. 171 Sully‘s Trail, Suite 202 Pittsford, New York 14534 Telephone: (716) 218—6550 Facsimile: (716) 218—0165 BroadSpan Communications, Inc. 11756 Borman Drive, Suite 101 St. Louis, Missouri 63146—4133 Telephone: (314) 214—0000 Facsimile: (314) 995—5718 (b) MGC is a corporation organized and existing under the laws of the state ofNevada. BroadSpan is a corporation organized and existing under the laws of the state of Missouri. (c) The name, title, address and telephone number of the officer to whom correspondence concerning this application should be directed to: MGC: Francis D.R. Coleman, Esq. Vice President, Regulatory Affairs and General Counsel MGC Communications, Inc. 171 Sully‘s Trail, Suite 202 Pittsford, New York 14534 (716) 218—6568

BroadSpan: Richard S. Phillips President BroadSpan Communications, Inc. 11756 Borman Drive, Suite 101 St. Louis, Missouri 63146—4133 (314) 214—0000 with a copy to: Douglas G. Bonner, Esq. Sana D. Coleman, Esq. Arent Fox Kintner Plotkin & Kahn PLLC 1050 Connecticut Avenue, NW Washington, D.C. 20036—5339 Tel: (202) 857—6000 Fax: (202) 857—6395 The Commission is requested to direct any inquiries concerning this application to Douglas G. Bonner, Esq. and Sana D. Coleman, Esq. (d) MGC has authority to provide global resale service under Section 214 (See ITC—214—19970731—00440). BroadSpan has authority to provide global facilities— based and global resale services under Section 214 (See ITC—214—19980925—00659). (e) — (g) Not applicable. (b) The entity that owns at least 10 percent of the equity of MGC is: Providence Equity Partners III LLC 901 Fleet Center 50 Kennedy Plaza, 9th Floor Providence, Rhode Island 02903 Providence Equity Partners III LLC is a U.S. entity owned by bnly U.S.citizens. Its principal business is private equity investments in telecommunications.—As of April 30, 2000, it owned 13.2% of MGC‘s equity. MGC has no interlocking directorates with a foreign carrier. ) See attached certification.

O See attached certification. (k) — (m) Not applicable. (n) By the attached certification and as required by Secti 63.18(n) ofthe Commissior‘ rules, MGC certifies that, except as permitted by tt ommission‘s Rules, direct or indirectly from any foreign carrier or administ on with respect to traffic | revenue flows between the U.S. and any foreigr juntry which MGC may t authorized to serve and it will not enter into such a ements in the future. (0) By the attached certification and as required by 63.1 >) of the Commiission‘s rule MGC certifies that no party to this Application, defined in Sections 1.20( through 1.2003 of the Commission‘s rules, 47 C.F.R §1.2001—1.2003, is subject : a denial of Federal benefits pursuant to Section 530 the Anti—Drug Abuse Act 1988, 21 U.S.C. § 853(a). (P) MGC submits that this Application is entitled to samlined processing for t following reasons: (1) grant of this Application is the public interest and wi enhance competition in the international telecommut itions market; (2) MGC is n« affiliated with a foreign carrier; (3) MGC is not : liated with a dominant U.{ carrier whose international switched or private ] ‘s services Applicant seek authority to resell; and (4) MGC does not seek to j vide switched basic service over private lines to a country for which the C mission has not previousl authorize the provision of switched services ove rivate lines. Accordingh Applicant requests streamlined processing of this A1 .cation in accordance with 4 C.F.R. §63.12.

As demonstrated in this application, Applicant submits that the grant ofthis application will serve the public interest, convenience and necessity. For the reasons specified herein, MGC respectfully requests the Commission to grant the instant Application via streamlined processing. Respectfully submitted, By: D L/Z;t,/(a /5/6%@«7 Douglas G. Bonner, Esq. Sana D. Coleman, Esq. Arent Fox Kintner Plotkin & Kahn, PLLC 1050 Connecticut Avenue, N.W. Washington, D.C. 20036 Tel: (202) 857—6293 (Bonner) (202) 775—5753 (Coleman) Fax: (202) 857—6395 Counsel to MGC Communications, Inc.

CERTIFICATION STATR OE NEW YORK (COLUNTY OF MONROL 1, Francis D. R. Coleman, under penalty of perjury declare that I am the Vice _ President of Regulatory AfTairs for MGC Communications, Inc.; that I am authorized to mike this certification on hehalf of the Applicants in the subject proceeding; that I have raid the forcgoing stiuements attached hereto; and that the same are true, accurate and correet to the best ol my knowledge, information and belief. wG_ Name: Francis D. R. Colernan Title: Vice President of Regulatory Affairs MGC Communications, Inc. 0e Subscribed and Sworn to before me this _/ z k/‘{Lday of g@é , 2000. MARY E. ROSS! Nomy U Notary Public. State of New York My Comntrésion Expires: C No. O1ROS010426 Qualified in Monroe County Commiasion Explres July 20, 202)

may 17 ‘Ba @3:110M NRENT FOX SFL ' ~ P.o CERTIFICAT!ON REQUIREMENTS OF 47 CFR 63.1800(J)(N) AND(0) 1. CFR 63.18(i). MGC Communications, Inc. ("MGC") is not affiliated “rith any foreign carrier. 2. 47 CFR 63.18(j). MGC does not éeek to provide international communication services to any destination country meeting any of the conditions set forth in 47 CFR 63.18(J). 3. 47CFR 63.18(m). Except as permitted by the Commission‘s Rules, as amended from time to time, MCHC: has not agreed to accept any special concessions, as defined by the Commission‘s Rules, directly or indirectly from any foreign carrier or administration with respect to traffic or revenue flows between the U.S, and any foreign country which MGC may be authorzed to serve and it will not enter into such apreements in the future. 4. 47CFR63.18(0). No party to this Application is subject to a denial of Federal benefits pu.suant to Section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 853(a).


Document Created: 2019-04-22 08:49:05
Document Modified: 2019-04-22 08:49:05
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