Attachment 20170622092121-607.p

20170622092121-607.p

SUPPLEMENT

Supplement

2007-11-07

This document pretains to ITC-T/C-20071029-00440 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2007102900440_1551772

RECEIVED Mmtz Levin C ie 701 Pennsylvania Avenue, N.W. _ . 202—434—7400 fax Chérie R. Kiser | 202 434 7325 ‘ c kiser@mintz.corm POlcy Divis on www.mintz.com int am atione | B 1reau Tloveniber 7, 2007 VIA ECFS AND HAND D iL vERY F1 Lt 'D/ACCEPTED Marlene H. Dortch OV — 7 2007 Secretary 2o 20 Fedural Sommunicatio issi Federal Communications Commussion {ffice of the Sergftggmlssm 445 12"" Street, SW Washington, D.C. 20554 Re: WC Docket No. 07—248; LB l‘ile No. TC—1YC —20071029—00440;— Applicati m of Local Comm mcatio is Nefwork;, Inc. and BringCom, LLC for the Transfer of Control of Inte»rct at onal and Domestic 214 Authoriz: tions Dear Secretary Dortch: Pursuant to FCC tule Section 1.744, 47 C. =.F.. § 1.74«1, snd on behalf of Local Communications Networ <, Inc. and BringCom, LLC {eclle stivel;, "Applicants"), thi; letter amends the above—referer ced application ("A pplication"), which was filed with th: International Bureau (via IBFS) and th3 Wireline Competitio 1 E ursav (via courier to Pittsburgh) 0 1 October 29, 2007. Enclosed is an amended Applicati m that reflects ckanzes in response to in quiries from International Bureai staff. In particulai, L ocal Cotam un cations Network provides information about the thr :e additional internuticnal 2: 4 ut 101izations held by its subsidiary LCN International, LLC ind the Amended Application clarifies that there is no distinction between voting and equity interest held in the Surviving Cempany. In response to inquiries Wireline Competition Bureau staff, Applicants provide the following: » The Surviving Company intends to offer service nationwide. » Those holding an ownership interest in the Surviving Company are not affiliated with any other FCC authorized telecommunications service providers. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Boston | WasHincton | NEW York | STtamMFORD | Los AncELEs | Pato ALTO | San DiEGo | LONDON 4184113v.1

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Page 2 Finally, enclosed are the original signature pages to be included with the Application. Please date—stamp the extra copy of this and return it to the courier. If you have any questions concerning this filing, please contact the undersigned. Respectfully submitted, Chérie R. Kiser ge: Jodie May, WCB (via email) David Krech, IB (via email) Enclosures 4184113v.1

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) LOCAL COMMUNICATIONS ) WC Docket No. 07—248 NETWORK, INC. ) ) File No. ITC—T/C— ) 20071029—00440 BRINGCOM, LLC ) ) ) Application for Consent to Transfer ) Control of Local Communications Network, Inc +) To BringCom, LLC ) International and Domestic ) Authorizations Pursuant to Section 214 of the ) Communications Act of 1934, as Amended ) AMENDED APPLICATION Local Communications Network, Inc. ("LCN") and BringCom, LLC ("BringCom*") (collectively the "Parties" or "Applicants") hereby request authority pursuant to Section 214 of the Communications Act of 1934, as amended, and Sections 63.04 and 63.24(e) of the Commussion‘s Rules, to transfer control of domestic and international Section 214 authorizations held by the Applicants as a result of the merger of LCN and BringCom.‘ The surviving merged entity will be Local Communications Network, Inc. (hereinafter referred to as "Surviving Company"). This application is 1/ See FCC file number ITC—214—20051101—00441 for BringCom‘s international 214 authorization. BringCom‘s international 214 authority will be unnecessary following the consummation of the merger. This redundant license will be surrendered pursuant to Section 63.19 of the Commission‘s Rules following consummation of the transaction. As explained more fully below, LCN is the parent of LCN International, LLC ("LCNI"). LCNI holds international 214 authority under the FCC file numbers ITC—214—19980506—00298, ITC—214—19940823—00254, ITC—995—551 and ITC—95—637. The latter three redundant licenses will be surrendered pursuant to Section 63.19 of the Commission‘s Rules. 4182592v.1

submitted pursuant to a Merger Agreement between the Parties and effected on September 20, 2007. The Applicants respectfully request streamlined treatment of this Application pursuant to Sections 63.03 and 63.12 of the Commission‘s Rules. This Application is eligible for streamlined processing pursuant to Section 63.03(b)(2) of the Commission‘s Rules because: (1) the proposed transaction will result in Surviving Company having a market share in the interstate, interexchange market of less than ten (10) percent; (2) Surviving Company will provide competitive telephone exchange services or exchange access services exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction; and (3) neither the Applicants nor any of their affiliates are regulated as dominant with respect to any service. This Application also qualifies for streamlined treatment under Section 63.12 because, in accordance with Section 63.12(c): (1) Surviving Company will not be affiliated with any foreign carriers; (2) Surviving Company will not be affiliated with any dominant U.S. carrier; and (3) no authority is requested to provide switched basic services over private lines to a country for which the Commussion has not previously authorized the provision of switched services over private lines. In support of its Application, the Parties provide the following: ¥. APPLICANTS A. Local Communications Network, Inc. LCN is a Virginia corporation with headquarters at 105 Executive Drive, Suite 100—A, Sterling, Virginia 20166. LCN is the sole member of Virginia limited liability company LCN International, LLC ("LCNI"), the licensee of the international 214 authority, which is also located at 105 Executive Drive, Suite 100—A¥, Sterling,.Virginia 2 4182592v.1

20166. LCN and LCNI provide a wide range of services via satellite that include Internet access, long distance, data, voice and video. LCN operates advanced gateway switching centers to provide direct access to its services. LCN is authorizedto provide services via its common carrier point to point microwave licenses, its earth station authorization and its international and domestic 214 authority. LCNI holds two earth stations authorizations.*/ B. BringCom, LLC BringCom is a Delaware corporation with headquarters at 8300 Greensboro Drive, Suite 800, McLean, Virginia 22102. BringCom provides long distance, voice over Internet Protocol ("VoIP"), broadband and internet services via satellite between the U.S., Latin America, and Africa. Mr. Fabrice Langreney, a U.S. citizen, is the sole member of BringCom. II. DESCRIPTION OF THE TRANSACTION The parties have entered into a Merger Agreement ("Agreement") to meet future needs of both Applicants and to more effectively provide services to their customers. Pursuant to the terms of the Agreement, BringCom will hold a fifty—one (51) percent ownership interest in the Surviving Company with an option to acquire additional shares. BringCom‘s shares in the Surviving Company will be held by Fabrice Langreney. Mr. Langreney will have the sole and exclusive option to purchase additional authorized shares of unissued stock in the Surviving Company as necessary to bring his total ownership interest to sixty (60) percent. LCN will hold a forty—nine (49) percent ownership interest in the Surviving Company. LCN‘s shares will be distributed as 2/ Applications to transfer control of these licenses are submitted electronically concurrently with this filing. 4182592v.1

follows: Diamond Partners, Inc.("D.P., Inc.") — sixteen (16) percent; Jewel McNanley/Estate of Robert McNanley, Sr. — eleven (11) percent; Stanford, Miller — ‘eleven (11) percent; Daniel K, Christine T. Moller, Byron Henry, Robert McNanley, Jt., Elizabeth Crawford, Phillip Radcliffe, and Thomas McNanley each will hold less than a ten (10) percent ownership interest in LCN. The Surviving Company will have a Board ofDirectors comprised of five directors. Three of the directors will be appointed by BringCom and two will be appointed by the shareholders of LCN. Following receipt of necessary approvals, the Surviving Company will continue to provide the services offered by the Applicants. III. PUBLIC INTEREST STATEMENT The merger of BringCom and LCN will establish a leading provider of satellite telecommunications services. The Parties anticipate a consistent growth in revenue and an expansion of services resulting from increased economies of scale. The merger will permit them to operate more efficiently and thus realize substantial financial synergies that should enable the combined companies to increase their operating income. The Surviving Company expects to increase the number of employees starting in 2008. The Surviving Company also intends to upgrade and improve the current LCN facilities after completion of the merger. Those upgrades include increasing the number of transmit antennas on its wireless facilities and improving security and network reliability. The proposed upgrades will in turn improve the quality of service offered to customers. The proposed merger does not present any anti—competitive issues. Customers will continue to receive high—quality telecommunications and information services without interruption and without change in rates, terms, or conditions. The Surviving 4182592v.1

Company will continue to compete with other providers of long distance, internet and VoIP services. Therefore, consent to the proposed merger is in the public interest. IV. INFORMATION REQUIRED BY SECTION 63.24(e) OF THE COMMISSION®S RULES In support of this Application, the Applicants submit the followinginformation pursuant to Section 63.24(e) of the Commission‘s Rules, including the information requested in Section 63.18(a—d) for BringCom and LCN: (a) Name, address and telephone number of Applicants: Transferor BringCom, LLC 8300 Greensboro Drive Suite 800 McLean, Virginia 22102 Tel: (703) 918—4857 Fax: (703) 918—9459 FRN: 0014190227 Transferee Local Communications Network, Inc. 105 Executive Drive, Suite 100—A Sterling, Virginia 20166 Tel: (703) 709—7902 Fax: (703) 709—4136 FRN: 0004648051 (b) LCN is a corporation organized under the laws of Virginia. BringCom is a limited liability company organized under the laws of Delaware. (c) Correspondence concerning this Application should be sent to: 4182592v.1

For Local 'Communic'afionsfNéfi?firk,’_.lnc; § For BringCom, LLC _ Aziz Bennani Fabrice J. Langreney Chief Operating Officer President Local Communications Network, Inc. BringCom, LLC 105 Executive Drive, 8300 Greensboro Drive Suite 100—A Suite 800 Sterling, Virginia 20166 McLean, Virginia 22102 Tel: (7O3) 709—7902 Tel: (703) 918—4857 Fax: (703) 709—4136 | Fax: (703) 918—9459 Cherie R. Kiser Cherie R. Kiser Mintz, Levin, Cohn, Ferris, Glovsky and Mintz, Levin, Cohn, Ferris, Glovsky andPopeo, Popeo, P.C. P.C. 701 Pennsylvania Ave. NW 701 Pennsylvania Ave. NW Suite 900 Suite 900 Washington, D.C. 20004 Washington, D.C. 20004 Tel: (202) 434—7300 Tel: (202) 434—7300 Fax: (202) 434—7400 Fax: (202) 434—7400 ckiser@mintz.com ckiser@mintz.com (d) Both Applicants hold domestic andinternational authority to provide global facilities—based and resale services. BringComholds international 214 authority under FCC file number ITC—214—20051101—00441. 5 LCNI holds international 214 authority under the FCC file number ITC—214—19980506—00298.4/ LCN submits the following information pursuant to Section 63.18(h—p) of the Commission‘s Rules: 3/ BringCom‘s international 214 authority will be unnecessary following the consummation of the merger. This redundant license will be surrendered pursuant to Section 63.19 of the Commission‘s Rules following consummation of the transaction. 4 LCNI also holds redundant authority under FCC file numbers ITC—214—19940823— 00254, ITC—995—551 and ITC—95—637. These three redundant licenses will be surrendered pursuant to Section 63.19 of the Commission‘s Rules before the grant of the instant application. 4182592v.1

(h) Following consummation of the proposed transaction, the Surviving Company will be owned by BringComand LCN.S" As described above, BringCom will hold a fifty—one (5 .) percent owners 1ip inierest :n the Surviving Company. Vir. Fabrice J. Langreney, an individual ancd U.S. citizen, whose princip:il bus ness :s telecommunications, owns 0 1e hundred (100) percent of 3ringSom. Mr. Langreney‘s addiess is 8300 Greensboro: Driv:, McLean, Virginia 22 102. LCN will h;)ld a : orty—nine (19) percent awneiship intere: t in the Surviving: Company. D.P., Inc., a Delitrware corpcratiotr, whose priacipa . busitiess is diamond product::, holds a tkirty—three (3) pe cent intere it in LCN a1d wi l holc. a sixteen (1 5) persent radirect interest in the S irviving Compary. D.P., In:. is located at 3 33 Prospect Street, Ely ia, O110, 44035. Karl Moller, a U.S. citizen, holds a one hunded (190) percent interest in D.P. Inc. and is lc cated at 33: Prospect Street, Elyria, Ohio 44035. Jevel N cNanley/E: tate c f Robert McNanley, Sr., an individual and U.S. c:tizen, holds a twenty—t iwee (©3) percent interest in LCN, in eleven (11) percent iadirect interest ir Surviving CTompany and is located at + 14 Cardingl Glen Circ.e, Sterling, Virginia 20164. Stanford Miller, an individual and U.S. citizen, holds a twenty—three (23) percent interest in LCN, an eleven (11) percent indirect interest in Surviving Company, and is located at 46479 Capelwood Court, Sterling, Virginia 20165. There are no other entities with a greater than ten (10) percent direct or indirect interest in the Surviving Company. 5/ There is no distinction between voting and equity interest held in the Surviving Company. 4182592v.1

The Applicants have not yet determined who will be the officers and directors of the Surviving Company. The Applicants will supplement this Applization wher such infor nation becomes available. C The Applicuants certify ‘hat post—close, (a) Surviving Company will not be a ‘oreign cartier, ar d (b) Surviving Company w 11 be not be affiliated v/ith fcreign arrie‘s. 3y this app ication, the Appl cants certify the following: 1) the Surviviag Cempany will not be a foreign sarrie in ar y destination country; 2) the Survivi ig Cempany will not c ontrol a form:ign carrier; 3) entitics hol ling t wenty—five (25) percent or greater direct or indirect interest n the Parties do not aléo control foreign carriers in ny destination co intry; and 4) no foreign sarrie‘s ow1i, or are cor tractual beneficiiries of the Surviving Corapany. (k) Section 63. 8(k) is not applicable because Surviving Company is not affiliated with a foreign carrier and is not a foreign a carrier as described above. (1) Section 63.18(1) is not applicable because Surviving Company is not affiliated with a foreign carrier and is not a foreign a carrier as described above. (m) Section 63.18(m) is not applicable because Surviving Company is not affiliated with a foreign carrier and is not a foreign a carrier as described above. (n) The Applicants certify that they have not agreed to accept special concessions directly or indirectly from any foreign carrier with respect to any U.S. 4182592v.1

international route where the foreign carrier possesses market power on the foreign end of the route, and that they will not enter into such agreements in the future. (0) The Applicants certify, pursuant to Sections 1.2001 through 1.2003 of the Commission‘s Rules, that they are not subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. (p) Applicants request streamlined processing of this Application pursuant to Section 63.12 of the Commussion‘s Rules. The Surviving Company will not be affiliated with a foreign carrier and will not resell international switched services of a dominant U.S. carrier and it does not seek authority to provide service for which it has not previously been authorized. v. INFORMATION REQUIRED BY SECTION 63.04(b) OF THE COMMISSION‘S RULES In accordance with the requirements of Section 63.04(b) of the Commussion‘s Rules, the additional information required for the domestic Section 214 transfer of control application is provided in Exhibit A. VI._ CONCLUSION Based on the foregoing, Applicants respectfully submit that the public interest, convenience, and necessity would be furthered by grant of this Application. 4182592v.1

Respectfully submitted, LOCAL COMMUNICATIONS BRINGCOM, LLC NETWORK, INC. Daniel Moller Fabrice J. Langreney President President Local Communications Network, Inc. BringCom, LLC 105 Executive Drive, 8300 Greensboro Drive Suite 100—A Suite 800 Sterling, Virginia 20166 McLean, Virginia 22102 Tel: (703) 709—7902 Tel: (703) 918—4857 Fax: (703) 709—4136 Fax: (703) 918—9459 Date: October ___, 2007 4182592v.1

LXHL3IT 4. DOMESTIC sECTION 21 I TR.NSFER CF CONTROL INFORMATON . In acc ordan :e with t1e rec uirenm ents of Sec ion 63.04(1)) of tae Cemmis sion‘s Rules, the Applicar ts provile the folloy —ing i iform ation in suf port of the: r request. 63.04(b)(6): Description of the Trar saction ‘The proposcd transa :tion s des@ribed in Se stion [I of t ie Application. 63.04(b)(7): Description of Geagrap hic Service Areiand Services it Eack Are:i A descriptic n of the geogt aphic service are: s anc services provided in each arza is described in Sectioni I of the Appl catio 1. 63.04(b)(8): Presumption| of Non—Domingnce and Q nalifi :ation for iitreamlinir g This 4 pplic ition is «ligibl : for : treair lined arocessing sursuant to Section 63.03(b)(2) 0: the Commiss on‘s ¢tules becarse (1] the £ropos »d tra asaction will rest It in the merged er tity h aving a 131arke share in th: intestate, interi xchange market of les ; than 10 percent; (2) Survivi ig Co npan ; will provi le cornpetitive te ‘epho ie exchang: services or exchang s access servic es ex lusively in geog aphic areas served by a dominant local exchange carrier tiat is not a party to the trans: ction; and (3) neither t ie Applicants nor any of their affiliates are regulated as dominant with respect to any service. 63.04(b)(9): Other Pending Commission Applications Concerning the Proposed Transaction The Applicants are concurrently submitting applications to transfer control of earth station and common carrier microwave licensed authorized to LCN and LCNL. 63.04(b)(10): Special Considerations None. 4182592v.1

63.04(b)(11): Waiver Requests (If Any) None. 63.04(b)(12): Public Interest Statement The proposed transaction is in the public interest for the reasons detailed in Section III of the Application. 4182592v.1


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