Attachment 20161220093654-973.p

20161220093654-973.p

SUPPLEMENT

Supplement

2000-09-12

This document pretains to ITC-T/C-20000907-00536 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000090700536_1382598

SWIDLER BERL N SHE] F 71 FRIEDMAN, LLp 3 10 1 T IET, N\ ,S TE 30 N \St NG IN, DC 00 1—5 16 °EL HC JE (202 124 150 "A( IM E(202) 24 64 N1 w YORK DFF CE gp uis® 405 L EXINGTC N A /E. NEW ‘ORG N° 10 74 iber ‘ , 2 )0 RECE VE P* VIA COURIER Magalie Roman Salas, Secretary SEP L 2 10 Federal Communications Commission Telece m 1v i0 International Bureau, Telecommunicat: visio Internal on 1E ire i P.O. Box 258115 Pittsburgh PA 15251—5115 Re Joint Application of G< HC is Internat on 1, . and American. TeleSource Internation: y Pursuan! t {&cc on 214 of the Communications Act ¢< 1, to Tran ife ( rol of Genesis Communications Intern; an TeleSor rc! ational, Inc. Dear Ms. Salas: Enclosed for filing with the C: s ion i ce or zinal and s x 6)ies of the joint application of Genesis Communication etf atior U, n ( Genesis") ; ne A: 1e can TeleSource ;cl,_ International, Inc.("ATSI") (together, th PF icant ") ie ng authori y, u: wu at to Section 214 of the Communications Act of 1934, as in n led, t t ‘el control of | ie es 3 1 i ATSI. As required by the Commissio Ri es, a chee in the amour : 0‘ $ ‘8 .00 is enclosed. Please date—stamp the extra copy of th : a P cation & id e in it in the er close self—addressed, stamped envelope. Should you have any 1U st msregai1 ;t eenclosed ap; lic ti n, please contact the undersigned. Respectfully submitted, t——k-&—-j ,f'\ sig o et . ~* Priscilla A. Whitehead Te * Jennifer A. Schneider Counsel for the Applicants Enclosures as David Gietzen (Genesis) Ray Romero (ATSI) Katherine Rolph 347909.1

Before the FE DEFE.AL COMMUNICATIONS COMMISSION Washing;ton, D.C. 20554 _) Streamlined ITC—T/C—20000907—00536 In th 3 ME tter ('f ) GENESIS COMMUNICA, "IONS INTERNATIONAL, INC. ) GENESIS COMNIUNICATTONS ) INTERNATIDNAL, L iC. ) And g RECEIVED AMIIRICAN TELESC URCE ) SE? 1 2 2000 ) y cf 6 INT ERNATIDNAL, I iC. ) TelecomOvigion ) International Bureau Appicati on for Auihority Pursuant to ) Secton 214 of the (Comu runications Act ) of 1034, is Aniended, to Transfer Cont ol o1‘ ) Genesis Comniunicatior s Int:rnat: onal, Inc. ) an Autho:ized U.S. Intei naticnal Carrier, ) to Ainerican T sleSource Inteinaticnal, nc. ) __) JOINT APJ‘LIC ATI JN I‘OR [RANSFER OF CONTROL Genesis Communicaions International, Inc. ("Genesis") and American TeleSource International, Inc. ("ATSI") (tog:ther, "th: Applicants"), by their undersigned counsel, and pursuant to Section 21« of the Comtraunicatiors Act of 1934, as amended, 47 U.S.C. § 214 (1982) (the "Act‘), and Section 63.18 of the Commission‘s Rules, 47 C.F.R. §63.18 (1999), hereby request approval of a transaction whereby ATSI will acquire ownership and control of Genesis, a non—dominant U.S. common carrier holding Section 214 authorization to provide international telecommunications services on a facilities—based and/or resold basis. ATSI is the parent company of a non—dominant U.S. common carrier holding Section 214 authorization to provide international telecommunications services on a facilities—based and/or resold basis. The Applicant ATSI is not a foreign carrier, but is in the process of acquiring an affiliation, via an unrelated transaction with a foreign carrier. ATSI is filing separately its

notification of foreign affiliation on this same date, September 7, 2000. The Applicant Genesis is not a foreign carrier, nor is it currently affiliated with any foreign carrier. As a result of the transaction whereby ATSI will acquire ownership and control of Genesis, Genesis will thereby acquire an affiliation with ATSI‘s future foreign carrier subsidiary. In accordance with the requirements of Section 63.11(b) of the Commission‘s Rules, 47 C.F.R. § 63.11(b), Genesis is filing a separate notification of foreign affiliation contemporaneously with this Application. Applicants respectfully request streamlined treatment of this application pursuant to Section 63.12 of the Commission‘s Rules, 47 C.F.R. § 63.12 (1999). The foreign carrier affiliated with ATSI, and with whom Genesis will become affiliated as a result of the transaction, is a non—dominant provider oftelecommunications service in Mexico. Therefore, the Applicants lack sufficient market power on the foreign end of this route to affect competition adversely in .’ the U.S. telecommunications market. Accordingly, given that the Applicants qualify for a presumption of non—dominance with respect to their foreign affiliate, pursuant to Section 63.10(a)(3) of the Commission‘s Rules, 47 C.F.R. § 63.10 (a)(3) (1999), this application is eligible for streamlined processing, pursuant to Section 63.12(c)(1)(ii) of the Commission‘s Rules, 47 C.F.R. § 63.12 (c)(1)(ii) (1999). L. THEPARTIES A. Genesis Communications International, Inc. Genesis Communications International, Inc. is a privately—held corporation organized under the laws of the State of California. Genesis is authorized to provide U.S. international service pursuant to its Section 214 authorization. Genesis provides intrastate local exchange and interexchange services to customers in several U.S. states. Genesis also provides carrier—to— carrier, switchless resale and prepaid long distance calling card services to customers throughout the U.S. Genesis specializes in delivering competitive telecommunications services to a growing base of Spanish—speaking residential and small business customers. 338398 2

B. Ami( n TeleSource International, Inc. American T jurce International, Inc., is a publicly—traded corporation org d under the laws of the Sta ‘Delaware. ATSI shares are quoted on the American Sto cchange under the symbol A hrough its subsidiaries, ATSI provides international telecon ications services between th ited States and specific markets in Latin America, most not Mexico. ATSI‘s subsidiarie: facilities—based carriers transporting wholesale and retail : and/or data communicatio affic through a network of fiber and satellite—based tran: ion and receiving facilities ‘an Antonio and Dallas, Texas as well as in Mexico, G rala, El Salvador and Costa . ATSI does have an affiliation with a company in Costa R ut such entity is not cons d a foreign carrier within the meaning of Section 63.( of the Commission‘s Rul 17 C.F.R. §63.09(d). ATSI‘s subsidiary, also known : merican c TeleSource Interna 1, Inc., a corporation organized under the laws of the St f Texas ("ATSI—Texas"), is 1orized to provide U.S. international service pursuant to ion 214 authorization. IL DESCRIP] _OFTHETRANSACTION Genesis anc ‘SI have determined that they will realize significant ec aic and marketingefficienc y establishing Genesis as a direct subsidiary of ATSI. ATS] acquire Genesis through a s of transactionsincluding the merger of Genesis and ATSI 1 »r Corp. ("Merger Sub"), a c and wholly—owned subsidiary of ATSI. Merger Sub is a ne lifornia corporation formed exclusively for the purpose of effecting the proposed transaction. Pursuant to the Applicants‘ agreement, Merger Sub will merge with and into Genesis, with Genesis surviving the merger as a wholly—owned subsidiary of ATSI. Each of the issued and outstanding shares of Merger Sub will be converted into one share of common stock of Genesis. At the time of the merger, each issued and outstanding share of common stock of Genesis will be converted into the right to receive a number of shares of common stock of ATSI, based on a formula agreed upon by the Applicants. As a result, Genesis will become a direct, wholly—owned subsidiary of ATSI, and the separate existence of Merger Sub shall cease. 338398 3

The corporation surviving the merger, Genesis, shall possess all the rights, privileges, powers, franchises, all property, real personal and mixed, and all debts due to Genesis and Merger Sub prior to the merger. Although the proposed transaction will transfer ownership and control of Genesis to ATSI, the transaction will not involve a change in the manner in which Genesis provides serviceto its customers. Following consummation of the merger, Genesis will continue to provide high quality telecommunications services to its customers pursuant to its authorization, with no change in the rates or terms and conditions of service currently enjoyed by its existing customers. As such, the transaction will not cause inconvenience or confusion to Genesis‘ customers nor otherwise have a negative impact on the operations of Genesis. The transfer of control of Genesis to ATSI, therefore, will be virtually transparent to Genesis‘ customers in terms of the services that they receive. III. PUBLICINTEREST STATEMENT Genesis and ATSI have determined that the proposed merger will enable the two companies to enhance the range of services and choices available to their customers. Moreover, the synergies resulting from the transaction will promote operational and administrative efficiencies within each company. These enhancements and efficiencies will enable Genesis and ATSI to compete more effectively in the U.S. and global telecommunications market to the ultimate benefit of consumers. Finally, the proposed transaction will be consummated in a seamless fashion, will be transparent to consumers and will not in any way inconvenience or cause harm to any of Genesis‘ customers. IV. INFORMATION REQUIRED BY SECTION 63.18 (a) Name, address and telephone number: Transferor: Genesis Communications International, Inc. 11995 El Camino Real, Suite 102 San Diego, California 92130—2565 Tel: (858) 792—2400 Transferee: American TeleSource International, Inc. 6000 Northwest Parkway, Suite 110 San Antonio, Texas 78249 338398 4

Tel: (210) 547—1000 (b) Transferor: Genesis Communications International, Inc. is organized under the laws of the State of California. Transferee: American TeleSource International, Inc. is organized under the laws of the State of Delaware. (c) Correspondence concerr ing tk is application should b : s: nt to: m ci la A. Whitshead Esq. er u: cr A. Schneid r, Esq. JW Di ER BERIN SF ER 3FT FRIEDMAN, L _P i0 0 I Street N W , Suite 300 N: sh ngton, D.C. 210C 07 je (202) 424 —7! OC ‘a : (202) 424—7¢45 with :o ie tc: Je sk Gietzen Je es s Communicaticns International, Inc. 1‘ 3i El Camino Real, Suite 102 1a1 C ego, CA 92130—2565 /e. (858) 792—2400 ‘ar : (858) 793—8339 and i iu L. Smith +in :r :an TeleSource International, Inc. 60( ) lorthwest Parkway, Suite 110 Sat A itonio, Texas 78249 Tel (110) 547—1000 Fax: (210) 547—1001 (d) Transferor: Genesis Communications International, Inc. is an authorized non— dominant international facilities—based carrier and reseller of international services pursuant to Section 214 of the Act. See File No. ITC—95—345, FCC Public Notice Report No. 1—8077 (rel. July 18, 1995). Transferee: American TeleSource International, Inc. has not previously i received authority under Section 214 of the Act. A wholly—owned subsidiary of American TeleSource International, Inc., a Texas corporation also known as American TeleSource International, Inc. ("ATSI—Texas‘), is an authorized non—dominant international 338398 5

facilities—based carrier and reseller of international services pursuant to Section 214 of the Act. See File No. ITC—214— 19970506—00254, granted on June 20, 1997. (e)(3) By this Application, Aj pl‘sa its seek aithrity :o transfer control of Gt aesis Com nunications Intemn; ticia , ac. s n on dominait commor: carrier hc ding. inten ational Section 2 14 at he rit », to im ‘ri an TcleSource International Ir :. (£) Not : pplic bls. This pj liciti n ‘or tri ns er of control is eligible for stre an linec. processing urder Sec io ¢3.12 f the Com mission s Rules, 47 C.FR. § i3.12 (199‘ ) as c iscus ied in S¢ :ti n 1) »elow . (g) Not ; pplic: bl:. (b) Alter comleion of tl e ra sa :ti n, th: f l« wing persons or entities wi l t old a tei percen (10‘%) or g sa sr ov nerslip in erest in Genesis Commun ies ions Inter natio 1a , I 1¢.: Nam :: An ie c 1" eleScur e: nternational, Inc. Addt :ss: 50 10 «c th vest)‘ar tw iy, Suiite 110 Ssa i / nt ni>, Te as 7( 249 Citiz nshif : Decam ar :( JSA) Perce ntage Oun:sd: 10 1% Princ pal E us.ness: Te ec omm m nicat on ; Aftee con pletion of tie tr n:actior, i0 single shareholder of A m« :ican Telef ource Inteinatioial I c. a »ublicly tr; ded company, will hold an in irect ten p rcent (10%) or ge: :e1 o ne ‘ship int re t in Genesis. ATS] has 1 o interlock ng divec o1 ites. At pr sent, no director or officer of 2 TSI— TX i an cfficer or d re to 0‘ a foreign carrier as such term is defined t / the FCC. As a result of the t ar sac ic i wherel y ATSI will acquire a 49% intere: : in a Mexi:an foreign carrie, it loom, S.A dz C.V., the following office s or direc ors of ATSI may be :o ne of icers or lirectors of the foreign carrier: * Arthur Smith, Chairman and Chief Executive Officer i H. Douglas Saathoff, Chief Financial Officer * Raymond G. Romero, Vice President, General Counsel and Secretary In addition, the following officer or director of Genesis may become an officer or director of the foreign carrier: * Derek Gietzen, Chief Executive Officer ) ATSI certifies that it is not a foreign carrier. ATSI certifies that it is in the process of acquiring an affiliation with a non—dominant foreign carrier in Mexico, as 338398

defined by the FCC‘s Rules, for which it has made a separate filing with the FCC. Exhibit A lists the foreign carrier with whom ATSI will become affiliated. G) ATSI, through its subsidiary, ATSI—Texas, holds authority to provide international telecommunications services to Mexico w‘ re it is acquiring an affiliation with a non—dominant foreign carrier as des bed in Section 63.18(j) of the Commission‘s Rules, 47 C.F.R. § 63.18( pursuant to Section 214 of the Act. See File No. ITC—214—19970506—00254, g ted on June 20, 1997. (k) The foreign carrier listed in Exhibit A c his Application is based in Mexico, which is a Member of the World Trade O1 aization ("WTO"). (1) ATSI mayresell the international switche ervices of an unaffiliated U.S. carrier for the purpose of providing international scommunications services to Mexico. ATSI, through ATSI—Texas, has been c isified as non—dominant pursuant to Section 63.10(a)(3) of the Commission Rules. Neither ATSI nor ATSI‘s foreign affiliate listed in Exhibit A of is Application are included on the . Commission‘s List ofForeign Telecommu rations Carriers that are Presumedto Possess market Power in Foreign Telecon unications Markets, released June 18, 1999. In addition, ATSI and its foreign ai iate are small companies that are new market entrants offering services in com ition with dominant foreign carriers and others. At this time, ATSI and its for n affiliate hold significantly less than a 50 percent market share in the internati al transport and local access markets in the countries in which they operate. reover, ATSI and its future foreign affiliate lack the ability to discriminate rainst unaffiliated U.S. international carriers through the control of bottleneck rvices or facilities to exercise market power in the countries in which they ope e. Accordingly, ATSI and its future foreign affiliate lack sufficient market p< »r on any U.S.—international route to affect competition adversely in the S. market. Therefore, ATSI is presumptively classified as a non—dominar arrier onall international routes. (m) As described in Section (1) above, ATSI c lifles for non—dominant treatment for the provision of all international telecc...munications services on any U.S.— international route pursuant to Section 63.10 of the Commission‘s Rules, 47 C.F.R. § 63.10 (1999). (n) ATSI certifies that it has 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 such agreements in the future. (0) ATSI certifies, pursuant to Sections 1.2001 through 1.2003 of the Commission‘s Rules (implementing the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 3301), that no party to its application is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. 338398

(p) ATSI qualifies for streamlined processing pursuant to Section 63.12(c)(1)(ii) of the Commission‘s Rules because, as set forth above in Section (1), ATSI qualifies for a presumption of non—dominance under Section 63.10(a)(3) of the Commission‘s Rules. 338398 3

IV. CONCLUSION For the reasons stated herein, Genesis Communications International, Inc. and American TeleSource International, Inc. respectfully submit that the public interest, convenience and necessity would be furthered by grant of this Application for consent of transfer of control of Genesis Communications International, Inc. to American TeleSource International, Inc. Respectfully submitted, P A t& s N "‘d tuaze. _/ we s t g ut $ # Priscilla A. Whitehead Jennifer A. Schneider SWIDLER BERLIN SHEREFF FRIEDMAN, LLP 3000 K Street, N.W., Suite 300 Washington, DC 20007 Tel: (202) 424—7500 Fax: (202) 424—7645 Counsel for GENESIS COMMUNICATIONS INTERNATIONAL, INC. and AMERICAN TELESOURCE INTERNATIONAL, INC. Dated: September 7, 2000 338398

EXHIBIT A Foreign Affiliation of American TeleSource International, Inc. Mexico (WTO Member): Grupo Intelcom S.A., de C.V. is authorized to install and operate a telecommunications network to provide long distance services in Mexico. 338398

CERTIFICATION OF GENESIS COMMUNICATIONS INTERNATIONAL, INC. On behalf of Genesis Communications International, Inc., I hereby certify that the statements in the foregoing Application for Section 214 authority are true, complete, and correct to the best of my knowledge and are made in good faith. ? _ By: y 7 Name: Derek Gietzen // Title: President and Chief Executive Officer Date: S///5//2@,)

CERTIFICATION OF AMERICAN TELESOURCE INTERNATIONAL, INC. On behalf of American TeleSource International, Inc., I hereby certify that the statements in the foregoing Application for Section 214 authority are true, complete, and correct to the best of my knowledge and are made in good faith. i. KEda. Name: Arthur L. Smith Title: Chief Executive Officer Date: &’Z 9" O


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