Attachment 20161220143316-663.p

20161220143316-663.p

SUPPLEMENT

Supplement

2000-10-19

This document pretains to ITC-T/C-20001013-00602 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000101300602_1385163

Streamlined ITC-TIC-20001 013-00602 CLIFFORD OMCEPTS INC. CHANCE ROGERS & WELLS FAX +1 202 434 0800 www.cliffordchance.com George Kleinfeld oc: DIRECT TEL +1 202 434 0865 DIRECT FAX +1 202 434 0488 george.kleinfeld@cliffordchance corn October 12, 2000 RECEIVED By Federal Express OCT 19 2000 Teecorn Division Ms. Magalie Roman Salas International Bureau Secretary, Federal Communications Commission International Bureau do Mellon Bank Three Mellon Bank Center 525 William Penn Way 27th floor, room 153-2713 Pittsburgh, PA 15259-0001 Attention: Wholesale Lock box Shift Supervisor Re: Section 214 Application Dear Ms. Salas: On behalf of applicants New Global Telecom, Inc. and Comcepts, Inc., the enclosed application and notifications are filed under Section 214 of the Communications Act of 1934, 47 U.S.C. § 214, and Sections 63.10, 63.12 and 63.18 of the Commission's Rules, 47 C.F.R. § 63.10, 63.12, 63.18. The applicants seek authorization to transfer control of the Section 214 authorization currently held by Comcepts, Inc. to New Global Telecom, Inc. An original and five copies of this submission are enclosed, accompanied by a completed Form 159 and a check payable to the Commission in the amount of $815. Also WA 271773.1

Page 2 enclosed is a separate acknowledgement copy for date-stamping and return to the undersigned counsel for applicants. Respectfufly submitted brge Xleinfeld Attorney for New Global Telecom, Inc. and Comcepts, Inc. cc: George Li International Division WA 271773.1

RECEIVED READ INSTRUCTIONS CAREFULLY Approved by 0MB BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION C'T 1 9 2000 3060-0589 g1 5 Page No J of J 3 REMITTANCE ADVICE _ D)icn (I)LOCKBOX# nia _______________________ FCC USE ONLY SECTION A - PAYER INFORMATION (2) PAYER NAME (if paying by credit card, enter name exactly as it appears on your card) (3 TOTAL AMOUNT PAID (U.S. Dollars and cents) I0IIEII.5I II I iil I ' I.IOIOI I I I (4 STREET ADDRESS LINE NO. I OJ7I I /I9H! IR!I NJOIRI I6J I II II I I I I I I I I I I I I I I I I I I I I I I I I I (6 C TY (7) STATE (8 ZIP CODE I 5IM,III I I I I I I I I I I I I I 1 (9) DAYTIME TELEPHONE NUMBER (include area code) (10) COUNTRY CODE (if not in U.S.A.) I2'IZI IIIIL1IoIclI, I I I (JSA FCC REGISTRATION NUMBER (FRN) AND TAX IDENTIFICATION NUMBER (TIN) REQUIRED (11) PAYER (FRN) (12) PAYER (TIN) 'i I 1II5L5i5SII'+I IF PAYER NAME AND THE APPLICANT NAME ARE DIFFERENT, COMPLETE SECTION B IF MORE THAN ONE APPLICANT, USE CONTINUATION SHEETS (FORM 159-C) (13) APPLICANT NAME NIIEIWI IGILIOISII'rILI ITIEILIEICIOIMI IlNI-I I I I I I I I I I I I I I I (14) STREET ADDRESS LINE NO. I /I6IIOI IAICllINI IIII I I I I I I I I I I I I I I I I I (15) STREET ADDRESS LINE NO. 2 I II I I I I I liii II II II II II 1111111 (16) ITY (l) IP CODE (17) STATE I I I I I I I I I I I I I I IIIqIOu (19) DAYTIME TELEPHONE NUMBER (include area code) (20) COUNTRY CODE (if not in U.S.A.) I3Ic'II I2J7IIOI7IcIo I I I UA FCC REGISTRATION NUMBER (FRN) AND TAX IDENTIFICATION NUMBER (TIN) REQUIRED (21) APPLICANT (FRN) (22) APPLICANT (TIN) I I I2II3I(.II5I2II COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEET (23A) CALL SIGN/OTHER ID (24A) PAYMENT TYPE CODE (25A) QUANTITY IIHIIIIHH llIIII IuII tH1II (26A) FEE DUE FOR (PTC) (27A) TOTAL FEE FCC USE ONLY ri I I I I I Ii1I5HcI I I I (28A) FCC CODE I (29A) FCC CODE 2 I I I I . 1.I I I I I I I I I I I I! , I J.. J . I I (23B) CALL SIGN/OTHER ID (24B) PAYMENT TYPE CODE (25B) QUANTITY _______ liii 11111 (26B) FEE DUE FOR (PTC) (27B) TOTAL FEE FCC USE ONLY II I II I I I I I II III I I I (28B) FCC CODE I (29B) FCC CODE 2 I II I II I II I 111111 I I I I I III I I I III I I SECTION D - CERTIFICATION (30) CERTIFICATION STATEMENT I t K/-,E,N,'tt L) , certify unde of perjury that the foregoing and supporting informa)ion is true and correct to the best of my knowledge, information and belief. DATE______________________ SECTION E - CREDIT CARD PAYMENT INFORMATION MASTERCARD/VISA ACCOUNT NUMBER: EXPIRATION 31 MASTERCARDIIIIIHWII I hereby authorize the FCC to charge my VISA or MASTERCARD for the service(s)/authorization herein described. VISA SIGNATURE _______________________________________ DATE _________________ SEE PUBLIC BURDEN ON REVERSE FCC FORM 159 FEBRUARY 2000 (REVISED)

CLIFFORD CHANCE ROGERS & WELLS LLP 14TH STREET, NW, WASHINGTON, DC 20005-2018 DATE 12491 DESCRIPTION AMOUNT 10/4/00 Fi.lin9 tees for forrri FCC 159-- New Global Telecom 815.00 15-7011/2540 CLIFFORD CHANCE ROGERS & WELLS LLP 607 FOURTEENTH STREET NW. WASHINGTON, D.C. 20005-2018 12491 VENDOR NO. CHECK DATE CITIBANK, F.S.B 42329 1Q/4/00 WASHINGTON, DC 20006 PAY Eight hundred fifteen and 00/100 - - - DOLLARS $_815.Q0 P TO THE ORDER FEDERAL COMMUNICATIONS COMMISSION CLIFFORD CHANCE ROGERS & WELLS LLP OF PARTNEP 110 2LI L11 1 2 L1O ?O I" ?OO 'Is? 2II

RECE WED Before the OCT 1 92000 FEDERAL COMMUNICATIONS COMMISSION Tetecom DivisIon Washington D.C. 20554 nternationa 8ureaij In the Matter of: New Global Telecom, Inc. and Comcepts, Inc FCC File No ITC-______ Application for Approval of Transfer of Control APPLICATION FOR APPROVAL TO TRANSFER OF CONTROL OVER CARRIER HOLDING SECTION 214 AUTHORIZATION Pursuant to Section 214 of the Communications Act of 1934, 47 U.S.C. § 214 and Sections 63.10, 63.12 and 63.18 of the Commission's Rules, 47 C.F.R. § 63.10,12, and 18, New Global Telecom, Inc. ("New Global Telecom" or "NGT") and Comcepts, Inc. ("Comcepts") hereby respectfully request approval to transfer control of an international Section 214 authorization held by Comcepts. The transfer would occur in accordance with a Stock Purchase Agreement between New Global Telecom and Comcepts. 1 THE PARTIES The transferor, Comcepts, is a privately-owned company incorporated under the laws of Alaska. It is an international facilities-based telecommunications operator, providing voice and data telecommunications services under a Section 214 authorization for global facilities-based and resale service, which the FCC granted by an Order adopted on WA 271651.1

January 16, 1998 under File Number ITC-97-749. Comcepts currently provides service to Russia and the Ukraine, but has no foreign carrier affiliations in either country. The transferee, New Global Telecom, is a privately-owned company incorporated under the laws of Delaware. It too is an international facilities-based telecommunications operator, providing voice and data telecommunications services under a Section 214 authorization for global facilities-based and resale service, which the FCC granted by an Order adopted on March 7, 1997 under File Number ITC-97-044. NGT currently provides no service to Russia or Ukraine and has no affiliations in those two countries. A chart depicting the equity relationships between the transferor, transferee and their principal owners, as well as any affiliated foreign carriers, as they will exist after closing of the pending Share Purchase Agreement, appears on the following page.

NEW GLOBAL TELECOM, INC FOREIGN SUBSIDIARY ORGANIZATIONAL CHART Us Shareholders New COMCEPTS Global Telecom Us 100% Asia Touch NGT-HK Hong Kong Hong Kong CNH Bermuda (holding company) CNH Venezuela* CNH Venezue'a is a carrier in its own right and will also acquire control shortly over a Venezuelan non-dominant wireless carrier, Communicazione Centurione, S.A. -3

2 PROPOSED TRANSACTION NARRATIVE On August 15, 2000, New Global Telecom, formally offered to purchase the entire issued and to be issued share capital of Comcepts. The scheduled closing date of the Offer is November 17, 2000. 3 PUBLIC INTEREST CONSIDERATIONS Comcepts and New Global Telecom respectfully submit that the Commission's approval of this request for transfer of control will serve the public interest, convenience and necessity. This transaction involves no disruption of service to any customer of Comcepts. This transaction will not reduce or impair present or potential U.S. competitive opportunities and will instead facilitate the provision of services between and among non- dominant carriers, particularly for services between the United States and Eastern Europe. 4 INFORMATION REQUIRED BY COMMISSION RULES, 47 C.F.R. § 68.18 4.1 Transferor - Comcepts (a) The name, address, and telephone number of each applicant; Name: Comcepts, Inc. Address: 6927 Old Seward Highway, Suite 200, Anchorage, Alaska 99518 Telephone: 907-349-0002 (b) The Government, State, or Territory under the laws of which each corporate or partnership applicant is organized; Comcepts is organized under the laws of Alaska. Its date of incorporation was February 26, 1997. -4-

(c) The name, title, post office address, and telephone number of the officer and any other contact point, such as legal counsel, to whom correspondence concerning the application is to be addressed; Legal Counsel: Clifford Chance Roger & Wells LLP attn: George Kleinfeld 607 Fourteenth Street, N.W., Washington, D.C. 20005-2018 Tel: 202 434 0865 Fax: 202 434 0800 (d) A statement as to whether the applicant has previously received authority under Section 214 of the Act and, if so, a general description of the categories of facilities and services authorized (i.e., authorized to provide international switched services on a facilities basis); Comcepts holds a Section 214 global authorization to provide international facilities-based telecommunications services and private line telecommunications services on a resale basis, by an Order adopted on January 16, 1998 under File Number ITC-97-749. 4.2 Transferee - New Global Telecom (a) The name, address, and telephone number of each applicant; Name: New Global Telecom, Inc. Address: 1600 Jackson Street, Golden, CO 80401 Telephone: 303 239-1045 (b) The Government, State, or Territory under the laws of which each corporate or partnership applicant is organized; New Global Telecom is organized under the laws of Delaware. Its date of incorporation was September 17, 1997.

(c) The name, title, post office address, and telephone number of the officer and any other contact point, such as legal counsel, to whom correspondence concerning the application is to be addressed; Legal Counsel: Clifford Chance Roger & Wells LLP attn: George Kleinfeld 607 Fourteenth Street, N.W., Washington, D.C. 20005-2018 Tel: 202 434 0865 Fax: 202 434 0800 (d) A statement as to whether the applicant has previously received authority under Section 214 of the Act and, if so, a general description of the categories of facilities and services authorized (i.e., authorized to provide international switched services on a facilities basis); New Global Telecom holds a Section 214 global authorization to provide international facilities-based telecommunications services and private line telecommunications services on a resale basis, by an Order adopted on March 7, 1997 under File Number ITC-97-044. (h) The name, address, citizenship and principal businesses of any person or entity that directly or indirectly owns at least ten percent of the equity of the applicant, and the percentage of equity owned by each of those entities (to the nearest one percent). The applicant shall also identify any interlocking directorates with a foreign carrier. The following persons/entities have greater than or equal to 10% direct or indirect ownership of the equity in the transferee, New Global Telecom: (1) Richard Grange Citizenship: United States Address: 1600 Jackson Street, Golden CO 80401 Principal Business: President of New Global Telecom Ownership: 25% direct shareholding in New Global Telecom -6-

(2) Brad Grunewald Citizenship: United States Address: 1600 Jackson Street, Golden, CO 80401 Principal Business: Vice President of New Global Telecom Ownership: 25% direct shareholding in New Global Telecom The following interlocking directorates exist between NGT and its affiliated foreign carriers: Richard Grange and Brian Johnson are directors of NGT and are also directors of CN}I Communications, Asia Touch, EasyNet Global, and New Global Telecom - HK. (i) A certification as to whether or not the applicant is, or is affiliated with, a foreign carrier. The certification shall state with specificity each foreign country in which the applicant is, or is affiliated with, a foreign carrier. Comcepts, the transferor, certifies that it is not affiliated with a foreign carrier. New Global Telecom, the transferee, certifies that it is affiliated with foreign carriers. As illustrated by the chart on page 3 of this application, and as hereby certified, the following affiliates of New Global Telecom are foreign carriers in the stated foreign countries: (1) New Global Telecom - UK is a foreign carrier operating in the United Kingdom; (2) New Global Telecom - HK is a foreign carrier operating in Hong Kong; (3) Asia Touch is a foreign carrier operating in Hong Kong; (4) CNH Communications is a foreign carrier operating in Venezuela; 7

(5) EasyNet Global is a foreign carrier operating in India. (j) A certification as to whether or not the applicant seeks to provide international telecommunications services to any destination country for which any of the following is true. The certification shall state with specificity the foreign carriers and destination countries. (1) The applicant is a foreign carrier in that country; or (2) The applicant controls a foreign carrier in that country; or (3) Any entity that Owns more than 25 percent of the applicant, or that controls the applicant, controls a foreign carrier in that country. (4) Two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate, more than 25 percent of the applicant and are parties to, or the beneficiaries of a contractual relation (e.g., a joint venture or market alliance) affecting the provision or marketing of international basic telecommunications services in the United States. It is certified as follows: By this application, the parties seek approval for a transfer to NGT of the section 214 authorization currently held by Comcepts, in connection with NGT's acquisition of Comcepts. Comcepts provides international telecommunications services to Russia and the Ukraine. Comcepts is not a foreign carrier and has no affiliations with any foreign carriers in those two countries, directly or indirectly, or with foreign carriers in any other country. As listed above, NGT has foreign carrier affiliations in the United Kingdom, Hong Kong, Venezuela and India. NGT will acquire no new foreign carrier affiliations as a result of its acquisition of Comcepts, and therefore will continue to have no foreign carrier affiliations in the two markets served by Comcepts (Russian and Ukraine). (k) For any destination country listed by the applicant in response to paragraph (j), the applicant shall make one of the following showings: -8-

Not Applicable. (1) Any applicant that proposes to resell the international switched services of an unaffihiated U.S. carrier for the purpose of providing international telecommunications services to a country where it is a foreign carrier or is affiliated with a foreign carrier shall either provide a showing that would satisfy § 63.1O(a)(3) or state that it will file the quarterly traffic reports required by § 43.61(c) of this chapter. New Global Telecom resells international switched services to Hong Kong, India, Venezuela, and United Kingdom, countries where there is an affiliated foreign carrier present (CNH Communications in Venezuela, EasyNet Global in India, Asia Touch and New Global Telecom-HK in Hong Kong, and New Global Telecom-UK in United Kingdom). All affiliates are non-dominant carriers and no combination of the affiliated foreign carriers listed above have greater than 50% of the market share in the international transport and local access markets in any country in which they operate. (m) With respect to regulatory classification under § 63.10, any applicant that is or is affiliated with a foreign carrier in a country listed in response to paragraph (i) and that desires to be regulated as non-dominant for the provision of particular international telecommunications services to that country should provide information in its application to demonstrate that it qualifies for non-dominant classification pursuant to § 63.10. New Global Telecom will not acquire any new affiliations with foreign carriers as a result of its acquisition of Comcepts, As shown in answer to question (1) above, none of the foreign carriers with which New Global Telecom is already affiliated have sufficient market power to be able to affect competition in the United States; and as each, or any relevant combination of each, lack 50% of the market share in international transport and the local access markets in their countries of operation, all of them are presumed to be non-dominant. -9-

(n) A certification that the applicant 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. It is certified that neither New Global Telecom nor Comcepts have 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 that neither will enter into such agreements in the future. (o) A certification pursuant to § 1.2001 through 1.2003 of this chapter that no party to the application is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. See 21 U.S.C. 853a. It is certified that neither New Global Telecom nor Comcepts are subject to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. (p) If the applicant desires streamlined processing pursuant to § 63.12, a statement of how the application qualifies for streamlined processing. Streamlined processing is requested and is applicable under Section 63.12 of the Commission's Rules, 47 C.F.R. § 63.12. As a result of the proposed transfer of control, no new affiliations will be created between the acquiring company, NGT, and any foreign carriers, nor does NGT have any current affiliations with any foreign dominant carriers. In addition, the transferor,

Comcepts, has no foreign carrier affiliations. New Global Telecom and Comcepts therefore fall within Section 63. 12(c)(1)(ii) of the Commission's Rules, 47 C.F.R. § 63. 12(cXl)(ii). The acquiring company, NGT, will remain affiliated only with foreign carriers that are non-dominant in accordance with Section 63.1O(a)(3) of the Commission's Rules, 47 C.FR. § 63.1O(a)(3). 8. CONCLUSION The applicants respectfully request that the Commission authorize the transfer described in this submission. Rodger Davis, President Comcepts, Inc. 6927 Old Seward Highway, Suite 200 Anchorage, Alaska 99518 907/349-0002 Phone 907-349-6335 Fax

Repectfu11y submitted by: / // New Global Telecom, Inc. 1600 Jackson Street, Golden, CO 80401


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