Attachment 20161208155234-027.p

20161208155234-027.p

SUPPLEMENT

Supplement

2000-05-25

This document pretains to ITC-T/C-20000525-00332 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000052500332_1380646

Categories of (Stre LIMITED/GLOBAL RIHISALE SERVICE B0 LIMITED/GLOBAL FACILI"IES—BASED SERVICE LIMITED/GLOBAL FACILI"IES—BASED/RESALIEH SF ~—A— INDIVIDUAL FACIL].TIES—BASED SERVIC C‘ INTERCONNECTED PRIVATI LINE RESALE SEE 0A INMARSAT AND MOBILE S2.TELLITE SERVICE O INTERNATIONAL SPLCIAL PROJECT BA SWITCHED RESALE |SERVICE mA £ 3 TRANSFER OF CONT];OL ASSIGNMENT OF LICENSE o PRO FORMA TRANSF]R/ASSIGNMENT o SPECIAL TEMPORAR‘ AUTHORITY 8 SUBMARINE CABLE |.ANDING LICENSE Description of Applic P\)\' on oftoramliMed P t

SWIDLER BERLIN SHEREFF FRIEDMAN, LLP @@ P 3000 K STREET, NW, SurTE 300 ‘ | WASHINGTON, DC 20007—5116 TELEPHONE (202)424—7500 Mpw York Ormcs FACSIMILE (202) 424—7645 919 THIRD AVENUE _ ,L YORK, NY 10022 May 25, 2000 _\ _ W econt ER VIA COURI Federal Communications Commission International Bureau, Telecommunications Division P.O. Box 358115 Pittsburgh, PA 15251—5115 Re: Joint Application for Authority Pursuant to Section 214ofthe Communications Act of 1934, as Amended, To Transfer Control of Telscape International, Inc., an Dear Sir or Madam: On behalfofTelscape International, Inc. and Pointe Communications Corporation(together, "Applicants"), enclosed for filing are an original and six (6) copies of the above—referenced joint application. Applicants respectfully request expedited treatment ofthis joint application to permit them to consummate the transfer of control described in this application as soon as possible. As required by the Commuission‘s Rules, a check in the amount of $780.00 is enclosed to cover the filing fee. Please date—stamp the enclosed extra copy of this application and return it in the self—addressed, postage paid envelope provided. Should you have any questions concerning this application, please do not hesitate to contact the undersigned. Re ctfully submitted, * Priscilla A. Whitehead David D. Rines Counsel for Telscape International, Inc. and Pointe Communications Corporation Enclosures go: J. Breck elalock George Li Justin O‘Connor

Before the EDE] ~OMMUNICATIONS COMMISSION Washington, D.C. 20554 ) In the matt ) ) Pointe Cor is Cor n, ) Transferee ) ) and ) ) Telscape I1 Inc., ) File No. Transferor. ) ) Applicatio: ity Pu : to ) Section 21 amuni is Act ) of 1934;, as to Tra control ) of TSCP I1r Inc., ) Interlink C ons, L ) and MSN ( tions I ) ) s oc h imimmmmmemcepumeend APPLICATION Tel ration; .. ("‘Telscape" or "Transferor‘"), and Pointe Communications Corporatio _ or ""Ir: 2e")(Telscape, and Pointe, collectively, hereafter "Applicants"), hereby request authority, by their undersigned counsel and pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. 214, and Section 63.18 of the Commission‘s Rules, 47 C.F.R. 63.18, for Telscape to transfer control of TSCP International, Inc. ("TSCP"), Interlink Communications, Inc.("Interlink"), and MSN Communications Inc.("MSN") pursuant to a merger agreement between Telscape and Pointe that will result in a change in ultimate control of Telscape. In accordance with the requir» nents of Section 63.11(b) of the Commission‘s Rules, 47

C.F.R. § 63.11(b), Pointe is filing a separate notificatio >reign affiliation contemporan with this Application. Applicants further hereby notify the Commuission roforma transfer ofcontrol of 214 authorizations held by Pointe and by Pointe‘s diaries, Overlook Communi International Corp. ("Overlook"), Worldlink Communic i, Inc. ("Worldlink"), and Point Inc. ("PointeCom"). The transaction described below result in a change in their > corporate structure, but will not change either the ultimat rol or beneficial ownership of: Overlook, Worldlink, or PointeCom. The transfer of | 1 of the authorizations held b: CV companies is therefore pro forma under Section 63.24 e Commission‘s Rules, 47 C. 63.24, and is noticed to the Commission accordingly. Telscape and Pointe propose to consummate a r ‘whereby Pointe will be merg a newly formed subsidiary ofTelscape ("NewCo"), with : surviving the merger as a sub; of Telscape. By virtue of a series of transactions that v cur at the time of closing, wh so discussed in more detail below, the merger will ultima :sult in Telscape being the sut wst parent, with the existing shareholders of Pointe owning >rity of the outstanding voting of Telscape. Telscape, in turn, will wholly own Poir 1 its operating subsidiaries ar continue to wholly own Telscape‘s current subsidiaries. The merger does not involve any assignment of certifications, or any change in the entities that hold such certifications. Rather, the same companies will continue to provide service to the public pursuant to their authority granted by this Commission, thus the proposed transaction will be virtually transparent to Applicants‘ existing customers. The only change in ownership will occur

at the holding company level. An illustrative depicting t rporate structure of the Applicants prior to and immediately following th osed merge) ached as Exhibit A. Applicants respectfully request expedited aent of this sation in order to permit them to consummate the proposed transfer of cont nsaction as : s possible. In support of this request, Applicants note that this Application ible for stre: :d processing pursuant to Section 63.12 of the Commiuission‘s Rules, 47 C.F 53.12. 1. DESCRIPTION OF THE PARTIES A. Telscape International, Inc. TelscapeInternational, Inc. is a publicly tt Texas corpo: traded on the NASDAQ market under the symbol "TSCP." Telscape is ar ‘ging, fully i ited telecommunications company. It is engaged in two primary business : nts: voice S& ; and advanced services. Its voice services segment supplies international v« repaidcallir l services, video and data services, via switched and dedicated networks, j »ally to, fro l within Latin America. Advanced services, including network solution s s, customer »nship management and broadbandservices and products, are provided to c iers in the U States, Mexico and Latin America. Telscape‘s subsidiaries, TSCP, MSN and Interlink, are authorized under Section 214 of the Act to offer international services between the United States and foreign points." Interlink also has 4 TSCP was granted authority pursuant to FCC File Number ITC—98—588—AL (assigning authority under FCC File Number ITC—214—19960925—00465 and FCC File Number ITC— 214—19971222—00809); MSN was granted authority pursuant to FCC File Number ITC—214— 19960522—00207; Interlink was granted authority pursuant to FCC File Number ITC—214—19981014— 00699.

been granted eight earth station licenses by the Commission." Additionally, one of Telscape‘s subsidiaries is a non—dominant carrier authorized to provide facilities—based long distance and data services in Mexico, and another subsidiary is a non—dominant carrier authorized to provide facilities— based and resold domestic and international services in El Salvador. B. Pointe Communications Corporation Pointe Cormmunications Corporation, formerly Charter CommunicationsInternational, Inc. ("‘Charter"), is a publicly traded Nevada corporation traded on the OTC market under the symbol "PCOM.OB." Pointe has no foreign carrier affiliations within the meaning of Section 63.09(e) of the Commission‘s Rules, 47 C.F.R. § 63.09(e). Pointe does have subsidiaries that are licensed to provide non—public telecommunications services and other services in Latin America,*‘ however none of these subsidiaries are considered to be foreign carriers within the meaning of Section 63.09(d) of the Commission‘s Rules, 47 C.F.R. § 63.09(d). Pointe is an international facilities— based communications company primarily serving Hispanic residential and commercial customers in the United States. Together with its subsidiaries, Pointe provides local and long distance services, Internet services, international private line and prepaid calling card services. Pointe, under its previous name as Charter, was granted authority under Section 214 to provide international telecommunications services* and was also granted two earth station licenses ¥ Interlink holds the following FCC Earth Station Licenses: Call Sign E960024; Call Sign E921000; Call Sign E891063 ; Call Sign E900259; Call Sign E891062; Call Sign E910009; Call Sign E873544; Call Sign E890130. A request to transfer control of such licenses in light of the proposed merger transaction discussed herein is being separately filed with the Commission‘s Satellite and Radio Communications Division. 3 Pointe‘s subsidiaries provide certain services in the following countries: Aruba, Costa Rica, El Salvador, Honduras, Mexico, Nicaragua, Panama, Peru and Venezuela. $ FCC File Number ITC—95—160.

by the Commission.* Applicants request that the Commission note the cha: name from Charter to Pointe, which took place in August 1998, and specifically note such nan nge with respect to the Section 214 authority granted to Charter. Pointe‘s subsidiaries, O k, Worldlink, and PointeCom, have also been granted authority by the Commission 1 vide international telecommunications services." As mentioned above, Applicants are noti he Commission of a pro forma transfer of control of the authorizations held by Pointe, O ik, Worldlink, and PointeCom. IL. DESCRIPTION OF THE TRANSACTION This Application is submitted in connection with a proposed merg ween Telscape and Pointe, pursuant to an Agreement and Plan ofMerger executed on Decemb 1999, as amended, (the "Merger Agreement") by Telscape and Pointe. By virtue of a series nsactions that will occur at the time ofclosing, and which are described in more detail below, t! ger ultimately will result in Telscape being the surviving parent, with the existing sharehol »f Pointe owning a majority (approximately 62%) ofthe outstanding voting power of Telscar Iscapein turn, will own Pointe and its operating subsidiaries and will continue to wholly Telscape‘s current subsidiaries." 25/ Pointe (under its previous name as Charter) holds the following earth station licenses: Call Sign E960410; Call Sign E960094. As noted above, a separate filing being made with respect to the merger transaction is being filed before the Commussion concerning earth station licenses held by Applicants and their subsidiaries. & Overlook was granted authority pursuant to FCC File Number ITC—95—334; Worldlink was granted authority pursuant to FCC File Number ITC—95—460 (resale) and FCC File Number ITC—214—1999—0505—00284 (resale and facilities—based); PointeCom was granted authority pursuant to FC File Number ITC—214—19990716—00468 (resale and facilities—based). 4 Sze Exhibit A which sets an illustrative chart depicting the corporate structure ofthe Applicants prior to and immediately following the proposed merger. 5

Under the Merger Agreement, Pointe will be 1 into a newly formed subsidiary of Telscape ("NewCo"), with Pointe surviving the merger : holly owned subsidiary of Telscape. Control of Telscape, however, will be transferred to Poin isting shareholders. The merger will be achieved through a stock—for—stock transaction. Undet greement, each share ofPointestock will be exchanged for approximately 0.223514 shares of ‘ape common stock. In addition, for each share of Pointe convertible preferred voting stock | iding, Telscape will issue one share of Telscape convertible preferred voting stock (with rig) 1 preferences substantially the same as the Pointe convertible preferred stock). The shares of 10n and preferred stock issued in the merger will represent, upon conversion, assuming no Poi rrants or stock options are exercised in connection with the merger, approximately 62% of t standing voting power of Telscape. After the merger, Telscape shares held by pre—merg Iscape shareholders will represent approximately 25% of the outstanding voting power oi ‘ape assuming no warrants or stock options are exercised in connection with the merger.® ving the merger, therefore, existing Pointe shareholders will own shares representing a majc f the total voting power of Telscape ~Q/ capital stock and thus have control of the newly merged The merger transaction described above does not ve any assignment of certifications, or any change in the entities that hold such certifications. Rather, the same companies will continue to provide service to the public. The only change in ownership will occur at the holding company & Please note that the remaining 13% of the equity represents funds that are in escrow until consummation of the offering. 9/ Further information reg=rding the merger is available in the Form S—4 filed with Securities and Exchange Commissio= incorporated herein by reference and available at http://www.freeedgar.com.

level. As noted above, an illustrative chart depicting the corporate structure of the Applicants prio1 to and immediately following the proposed merger is attached as Exhibit A. III. PUBLIC INTEREST CONSIDERATIONS The proposed transfers of control and related transactions described above are in the public interest. Telscape and Pointe are merging to create an enhanced telecommunications company catering to Hispanic consumers in the U.S. and Latin American markets. Through the combination ofTelscape‘s fiber optic network and concession to provide domestic and international long distance service in Mexico with Pointe‘s focus on serving U.S. Hispanic residential and commercial customers, as well as through enhanced operational, managerial and financial efficiencies, the combined company will be able to provide greater competitive service options to U.S. consumers and will further encourage competition in the Mexican and Latin American international telecommunications markets. IV. INFORMATION REQUIRED BY SECTION 63.18 (a) Name, address, and telephone number of Applicants: Transferee: Pointe Communications Corporation 1325 North Meadow Parkway, Suite 110 Roswell, GA 30076 Tel: (770) 432—6800 Fax: (770) 319—2834 Transferor: Telscape International, Inc. 2700 Post Oak Boulevard, Suite 1000 Houston, TX 77056 Tel: (713) 968—0968 Fax: (713) 968—0928 (b) State of Incorporation: Transferee: Pointe is a corporation organize1 under the laws of the State of Nevada.

Transferor: Telscape is a corporation organized under the laws of the State of Texas. (c) Correspondence concerning this Application should be sent to: Priscilla A. Whitehead David D. Rines Swidler Berlin Shereff Friedman, LLP 3000 K Street, NW., Suite 300 Washington, D.C. 20007 Tel: (202) 424—7500 Fax: (202) 424—7645 E—mail: pawhitehead@swidlaw.com E—mail: ddrines@swidlaw.com ith copies to: or Telscape: Marco Castilla Telscape International, Inc. 2700 Post Oak Blvd. Suite 1000 Houston, TX 77056 Tel: (713) 968—0968 Fax: (713) 968—0928 or Pointe: Rich Halevy Pointe Communications Corporation 1325 North Meadow Parkway, Suite 110 Roswell, GA 30076 Tel: (770) 308—3341 Fax: (770) 319—2834 (d) Section 214 authority previously granted to Applicants: Transferor: Telscape‘s subsidiary TSCP International, Inc. is an authorized non— dominant facilities—based carrier and reseller ofinternational services with global authority under Section 214 of the Act, pursuant to FCC File Number ITC—214—19960925—00465 and FCC File Number ITC— 214—19971222—00809.

Telscape‘s subsidiary Interlink Communications, Inc. is an authorized non—dominant facilities—based carrier and reseller of international services with global authority under Section 214 of the Act, pursuant to FCC File Number ITC—214—19981014—00699. Telscape‘s subsidiary MSN Communications, Inc. is an authorized provider of individual switched resale service under Section 214 of the Act, pursuant to FCC File Number ITC—214—19960522—00207. Transferee: Pointe Communications | rporation is an authorized non—dominant facilities—based carrier a reseller of international services with global authority under Se on214 of the Act, pursuant to FCC File Number ITC—95—160 (issi under Pointe‘s previous name ofCharter Communications Interna: 1al, Inc.). Pointe‘s subsidiary Work k Communications, Inc. is an authorized non—dominant facilities—t ed carrier and reseller of international services with global auths y under Section 214 ofthe Act, pursuant to FCC File Number ITC 2990505—00284. Pointe‘s subsidiary Overl cCommunications International Corp. is an authorizedprovider of: old international switched services under Section 214 of the Act, p uant to FCCFile Number ITC—95—334. Pointe‘s subsidiary Point om, Inc. is an authorized non—dominant facilities—based carrier a: reseller of international services with global authority under Se on 214 of the Act, pursuant to FCC File Number ITC—214—19990% —00468. (e)(3) By this Application, Applicants seek au rity to transfer control of TSCP, MSN, and Interlink, U.S. carriers holding intert tional Section 214 authority, to the new ownership of Telscape as described in P. II of the Application above. (£) Not applicable. This application for transfer of control is eligible for streamlined processing under Section 63.12 of the Commission‘s Rules, 47 C.F.R. § 63.12. (g) Not applicable.

(b) The following entities currently hold a ten percent (10%) or greater direct or indirect ownership or management interest in the Applicant/Transferee Pointe Communications Corporation: Name: Sandler Capital Partners IV, LP. Address: 767 Fifth Avenue, 45" Floor New York, NY 10153 Percentage Held: 13.73% Citizenship: USA Principal Business: Investment Name: TSG Capital Fund III, L.P. Address: 117 Broad Street, 12" Floor Stamford, CT 06901 Percentage Held: 16.55% Citizenship: USA Principal Business: Investment Name: Oger Pensat Holdings, Ltd. Address: c/o Hariri Interests, Inc. 1020 19°" Street, N.W., Suite 300 Washington, DC 20036 Percentage Held: 13.73% Citizenship: Bermuda Principal Business: Investment No additional entities currently hold a 10% or greater direct or indirect ownership interest in Pointe. After consummation ofthe merger transaction, the following entities will hold a 10% or greater direct or indirect ownership interest in Pointe Communications Corporation: Name: Telscape International, Inc. Address: 2700 Post Oak Boulevard, Suite 1000 Houston, TX 77056 Percentage Held: 100% Citizenship: USA Principal Business: Telecommunications After consummation of the merger transaction, no entity will hold a 10% or greater ownership interest in Telscape International, Inc. 10

Pointe has no interlocking directorates with a foreign carrier to report. Following consummation of the merger, certain directors of Pointe may also become directors of Telscape and/or Telscape‘s foreign carrier subsidiaries. i) Applicant/Transferee certifies that it is not a foreign Tier within the meaningof Section 63.09(d) of the Commission‘s Rules, 47 C.F.FE 63.09(d), nor is it affiliated with a foreign carrier within the meaning of Section: 09(e) of the Commission‘s Rules, 47 C.F.R. § 63.09(e).— (G) Applicant/Transferee certifies that it does not se to provide international telecommunications services to any destination cc try for which any of the provisions of Section 63.18(j) are true. (k) Not applicable. (1) Not applicable. (m) Not applicable. (n) As required by Section 63.18 (n) of the Commission‘ ules, 47 C.F.R. § 63.18(n), Applicant/Transferee certifies that it has not agreed to :eptnor shall it accept in the future any special concessions, as defined by the Co_ aission‘s Rules, directly or indirectly from any foreign carrier or administration w respect to traffic or revenue flows on an U.S. international route where the foreisg sarrier possesses sufficient market power on the foreign end of the route to affec »mpetition adversely in the U.S. market. (0) Applicant/Transferee certifies, pursuantto Section 1.2( ofthe Commission‘s Rules (implementing the Anti—Drug Abuse Act of 1988, 21 S.C. § 3301), that no party to this application is subject to denial of Federal ben: s pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. (p) Applicant/Transferee qualifies for streamlined processing pursuant to Section 63.12 of the Commission‘s Rules because Sections 63.12(c)(1)—(3) do not apply to the Applicant. 10/ iSee footnote 3 above. 11

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 for consent to the transfer of control of the Section 214 authorizations held by Telscape International, Inc. to Pointe Communications Corporation. ubmitte Priscilla A.Whitehead David D. Rines SWIDLER BERLIN SHEREFF FRIEDMAN, LLP 3000 K Street, N.W., Suite 300 Washington, D.C. 20007 Tel: (202) 424—7870 Fax: (202) 424—7645 Counsel for Telscape International, Inc. and Pointe Communications Corporation Dated: May 25, 2000 12

CERTIFICATION OF APPLICANT On behalf of Pointe Communications Corporation (formerly Charter Communications International, Inc.) and its wholly—owned subsidiaries, Pointecom Incorporated, Overlook Communications International, Inc., and Worldlink Communications, Inc., I hereby certify that the statements in the foregoing Application for authority are true, complete, and correct to the best of my knowledge and are made in good faith. Pointe Communications Corporation / / /{7 F By: /Z/{/o/r///////a—v—/ Name: Richard P. Halevy/ Title: Chief Financial Officer Date: April 20, 2000

w v on n ns ns

a xo voa aaarvacissravaasiay aaave ym en mm on --"'“‘--—""‘") (Authc__.cll 222222220


Document Created: 2019-05-30 12:40:38
Document Modified: 2019-05-30 12:40:38
© 2025 FCC.report
This site is not affiliated with or endorsed by the FCC