Attachment 20170822164312-230.p

20170822164312-230.p

SUPPLEMENT

Supplement

2006-10-12

This document pretains to ITC-T/C-20061012-00465 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2006101200465_1621039

Mikelle Morra From: Sumita Mukhoty Sent: Thursday, November 16, 006 11:01 AM To: Mikelle Morra Co: David Krech Subject: FW: Telesphere—Rally C: ital supplement Importance: High Telesphere—Rally Supplement 11... Mikelle — See attached date stamped copy. This needs to be uploaded to IBFS (File NO. ITC—T/C—1012—00465) . Thanks! Sumita *** Non—Public: For Internal Use Only * ————— Original Message————— From: Kent Bressie [mailto:KBRESSIE@har .swiltshire.com] Sent: Thursday, November 16, 2006 10 :54 AM To: David Krech; Sumita Mukhoty Subject: RE: Telesphere—Rally Capital s »plement Attached please find a date—stamped cop of yesterday‘s filing. KDB From: David Krech [mailto:David.Krech@f :.gov] Sent: Wed 11/15/2006 5:32 PM To: Kent Bressie; Sumita Mukhoty Subject: RE: Telesphere—Rally Capital s )plement Thanks . Hate to bother you again about this tra saction, but do you have a copy of the July 27, 2006 letter where you notified us of th name change (from Clear Sky Broadband, Inc. to Telesphere) that you could send us? *** Non—Public: For Internal Use Only *** ————— Original Message————— From: Kent Bressie [mailto:KBRESSIE@harriswiltshire.com] Sent: Wednesday, November 15, 2006 2:20 PM To: Sumita Mukhoty Cc: David Krech Subject: Telesphere—Rally Capital supplement Sumita, Attached please find a copy of the supplement we filed with the Secretary‘s office today. The supplement addresses the questions and information requests you sent to me. I will forward a date—stamped copy of the filing once I receive it back from the Secretary‘s office.

Please let me know if you need anything else. All the best, Kent

1200 EIGHTEENTH STREET, NW WASHINGT ON, DC 20036 TEL 202.730.1390 FIL ED/AC SEPTED FAX 202.730.1371 V M V.HARRISWILTSHIRE.COM NCV 15 210¢t Feceral Com municat ns Com i ilssion )ffic : of the 5 ecre ary 15 Novembr :0( 6 STAMP AND RETURKN BY HAND DEFL] VIIRY Marlene H. Dorte 1 Office of th: S :or stary Federal Cor im in caioi is Comtais ;i0 1 445 12th Stieet, SW. Washington, D.C 2(054 Re:__ Apolicationfor Conseat to Tra isfr Control 0j a Telecom.nunications Carrier 4u hcriz 2d to Prov.de Global Vacilities—Based ar.d (Uiloba‘ Resale International Te. ecom nunicatior s Services c nd to Transfer Toitrol ofDomestic Common Carrier "ransmission Lines, Purs.iant to Section 214 o,‘ the Communications Act f (9544, as Ameinded, °CC File N>). ITC—T/C—20051012—09465 Dear Ms. Dortch: I am writing in response to written and telephone inquiries from International Bureau staff in connection with the acquisition of Telesphere Networks Ltd. ("Telesphere") by Rally Capital, LLC ("Rally Capital") ("Reorganization Transactions"). First, 1 clarify that Rally Capital acquired its 67—percent interest in Telesphere‘s capital stock through conversion of Telesphere debt into newly—issued shares of Telesphere capital stock.‘ The issuance of these new shares diluted the interests of Telesphere‘s existing 1 See Telesphere Networks Ltd. and Rally Capital, LLC, Application for Consent to Transfer Control of a Telecommunications Carrier Authorized to Provide Global Facilities—Based and Global Resale International Telecommunications Services and to Transfer Control of Domestic Common Carrier Transmission Lines, Pursuant to Section 214 of the Communications Act of 1934, as Amended, FCC File No. ITC—T/C—20061012—00465, at 3 (filed Oct. 12, 2006) ("Application").

Marlene H. Dortch Federal Communications Commission 15 November 2006 Page 2 shareholders. Consequently, the three shareholders who each held 10—percent or great r i iterests in Telesphere‘s capital stock prior to the Reorganization Transactions now, pcst——onsunir ation, each hold less than 10 percent of Telesphere‘s outstanding capital stock. Attachr ient 4 illustrates the pre—Reorganization Transactions structure of Telesphere‘s ownersh ip, wh ile Attachment B illustrates the post—Reorganization Transactions structure of Telest here‘ ; ownership. Second, 1 clarify that no individuals or entities—other than those ident fie 1 on ; ags 6 and 7 of the Application in response to Section 63.18(h) of the Commission‘s rul :s—h »ld s a 10— percent—or—greater direct or indirect equity or voting interest in Telesphere or Ital y Cap ita following the consummation of the Reorganization Transactions. Rally CapitiI‘s prior certification in response to Sections 63.18(h) and 63.24(i) of the Commission‘ s r les is the refore accurate .2 Third, 1 ask that the Commission recognize the reference to "Menta LLC" on ps ge 7 of the Application is a typographical error. The correct entity name is "Mente LLC. * If you have any questions, please do not hesitate to contact me bytelephoie at — 1 :02 730 1337 or by email at kbressie@harriswiltshire.com. Respectfully submitted, petealAm .. / se 0| Kent D. Bressie Counselfor Telesphere Networks Lta. Attachments (4) go: David Krech Sumita Mukhoty * See Application at 6—7, 12.

Attachment A Structure of Ownership in Telesphere Networks Ltd.— Pre—Reorganization Transactions Dave Thomas Brad Green 29.9% direct 10.7% direct Jeff Rice Other shareholders (collectively) 23.5% direct 35.9% direct Telesphere Networks Ltd.

Attachment B Structure of Ownership in Telesphere Networks Ltd.— Post—Reorganization Transactions Dave Thomas Brad Green William H. Gates 7.4% direct 3.0% direct 100% direct Jeff Rice Other shareholders Mente LLC (collectively) 7.2% direct 15.4% direct 88% direct Teledesic Corporation 99% direct Teledesic LLC 100% direct Rally Capital, LLC 67% direct Telesphere Networks Ltd.

CERTIFICATION L, Dennis James, Chief Operating Officer of Telesphere Networks Ltd., hereby certify under the laws of the United States that, under the penalty of perjury, l have reviewed the attached letter, and that, to the best of my knowledge and belief, all ofthe information contained therein is accurate and correct. ** f/"/\L, c ;/ ‘j om Dennis James 7 Chief Operating Officer" TELESPHERE NETWORKS LTD. 4150 N. Drinkwater Suite 500 Scottsdale, Arizona 85251 +1 480 385 7000 tel

CERTIHFCATION I, Dennis Weibling, Managing Director of Rally Capital, LLC, hereby certify under the laws of the United States that, under the penalty ofperjury, I have reviewed the attached letter, and that, to the best of my knowledge and beliefe, all of the information contained therein is accurate and correct. Dennis Weibling Z/ Managing Director RALLY CAPITAL, LLC 2365 Carillon Point Kirkland, Washington 98033 +1 425 889 4331 tel


Document Created: 2019-06-06 12:22:12
Document Modified: 2019-06-06 12:22:12
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC