Attachment Supplemental

This document pretains to ITC-T/C-20071221-00523 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2007122100523_619102

B IN GH A M Russell M. Blau Jeffrey R. Strenkowski Phone: (202) 373—6000 Fax: . (202) 373—6001 russell.blau@bingham.com jeffrey.strenkowski@bingham.com January 31, 2008 VIA HAND DELIVERY Marlene H. Dortch, Secretary Federal Communications Commission The Portals 445 12th Street, S.W. Washington, D.C. 20554 Attn: Jodie May, Wireline Competition Bureau Alex Johns, Wireline Competition Bureau David Krech, International Bureau Sumita Mukhoty, International Bureau Re: WC Docket No. 08—2 IB File Nos. ITC—T/C—20071221—00523 and ITC—T/C—20071221—00524 In the Matter ofthe Joint Application of Covad Communications Group, Inc., Transferor, Covad Communications Company, Licensee, DIECA Communica— tions, Inc., Licensee, and CCGI Holding Corporation, Transferee, for Grant of Authority Pursuant to Section 214 ofthe Communications Act of 1934, as amended, and Sections 63.04 and 63.24 ofthe Commission‘s Rules to Complete an Indirect Transfer of Control of Covad Communications Company and DIECA Communications, Inc., Authorized Domestic and International Section 214 Carriers, to CCGI Holding Corporation Boston Hartford Hong Kong Dear Ms. Dortch: London Los Angeles CCGI Holding Corporation ("CCGI Holding," or "Applicant‘), through its New York undersigned counsel, hereby provides the Commission with additional information Orange County concerning the above—referenced application filed with the Wireline Competition and San Francisco International Bureaus. This information is in response to a request by staff for additional Santa Monica Siticon Valtey information concerning the above—referenced applications. Tokyo Walnut Creek CCGI Holding Withdraws its Confidential Treatment Request Washington CCGI Holding hereby withdraws its previous request for confidential treatmant of its ownership information filed in the above—referenced dockets. Attached please find Bingham McCutchen LLP another copy of that information. As such, CCGI Holding and the other parties to the 2020 K Street NW above referenced applications respectfully reiterate their request for streamlined treat— Washington, DC 20006—1806 T 202.373.6000 F 202.373.6001 bingham.com

Marlene H. Dortch, Secretary January 31, 2008 Page 2 ment of the applications pursuant to Commission rules, and as previously set forth in the applications. Supplemental Information Requested By Staff CCGI Holding provides the following responses to the supplemental information requested by staff. 1. Do any of the 10% owners in the ownership chain own or control any other telecommunications entities? Response: To the best of CCGI Holding‘s information and belief, no entities that will own more than 10% of CCGI Holding Corporation (pursuant to the FCC‘s ownership attribution rules) own or control any other telecommu— nications entities, with the exception of Platinum Equity, LLC, which, as set forth in the application, indirectly owns Startec Global Operating Company ("Startec"); Matrix Telecom, Inc. ("Matrix"); and Americatel Corporation ("Americatel"). 2. Please identify the state retirement fund listed as holding the sole limited partnership interest in Platinum Equity Capital Partners—A II, L.P. Response: The state retirement fund is the Commonwealth of Pennsylvania Public School Employees‘ Retirement System. 3. Given the FCC‘s ownership attribution rules, are there any other investors (including the "institutional investors" mentioned under Platinum Equity Capital Partners—PF II, L.P.), that would meet the FCC‘s 10% ownership threshold? Response: No. Under the FCC‘s attribution rules, there are no additional 10% owners. The "institutional investors" are limited partners with no control over the day—to—day business operations, activities, or decisions of Plati— num Equity Capital Partners—PF II, L.P. or CCGI Holding. 4. Are there any foreign entities that own more than 10% of CCGI Holding pursuant to the FCC‘s ownership attribution rules? Response: No. All entities that will own or control more than 10% of CCGI Hold— ing, pursuant to the FCC‘s ownership attribution rules, have been identi— fied. Except as clarified in this filing, all other information in the above—referenced Applications remains accurate. An original and six (6) copies of this letter are enclosed for filing with the International Bureau. A copy of this letter is also being filed in the above—referenced Wireline Competition docket via ECFS. Please date stamp the extra Bingham McCutchen LLP bingham.com

Marlene H. Dortch, Secretary January 31, 2008 Page 3 copy and return it in the envelope provided. Should you have any questions regarding this filing, please do not hesitate to contact us at (202) 373—6000. Sincergly, ri{ussell M. Blau Jeffrey R. Strenkowski Counsel for CCGI Holding Corporation Attachment ce: Jodie May, Wireline Competition Bureau (via email) Alex Johns, Wireline Competition Bureau (via email) David Krech, International Bureau (via email) Sumita Mukhoty, International Bureau (via email) Bingham McCutchen LLP bingham.com

Attachment CCGI Holding Corporation Ownership Information

Ownership and Control of CCGI Holding Corporation I. CCGI Holding Corporation Address: CCGI Holding Corporation c/o Platinum Equity, LLC 360 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship: Delaware Primary Business: Holding Company CCGI Holding Corporation ("CCGI Holding") is ultimately controlled by Platinum Equity, LLC ("Platinum Equity"). Three private equity funds and one investment entity, all of which are ultimately controlled by Platinum Equity and Tom Gores, will, upon consummation of the acquisition, hold direct equity interests totaling 100% in CCGI Holding. The three private equity funds are: (i) Platinum Equity Capital Partners II, LP.; (ii) Platinum Equity Capital Partners—A II, L.P.; and (iii) Platinum Equity Capital Partners—PF II, L.P.; and the investment entity is Platinum Blackberry Principals, LLC (collectively, the "CCGI Holding Shareholders"). The names, addresses, citizenship, primary business, and equity interest in CCGI Holding of each of the CCGI Holding Shareholders is as follows: Platinum Equity Capital Partners II, L.P. Address: Platinum Equity Capital Partners II, L.P. 360 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship: Delaware Primary Business: Private equity investments Equity interest in CCGI Holding: 61.9% The limited partnership interests in Platinum Equity Capital Partners II, L.P. ("PECP"), a Dela— ware limited partnership, are held by institutional investors and Platinum Equity Investment Holdings II, LLC. With the exception of Platinum Equity Investment Holdings H, LLC, these limited partners have no control over the day—to—day business operations, activities, or decisions of PECP or CCGI Holding. With the exception of Platinum Equity Investment Holdings HH, LLC, none of these limited partners ultimately holds equity interests in CCGI Holding greater than 10%. The sole general partner of PECP is Platinum Equity Partners II, LLC, a Delaware limited liability company. The senior managing member and controlling entity of Platinum Equity Partners II, LLC is Platinum Equity Investment Holdings II, LLC, the sole member of which is Platinum Equity. Platinum Equity Partners II, LLC, Platinum Equity Investment Holdings II, LLC, and Platinum Equity are described more fully below.

Platinum Equity Capital Partners—A II, L.P. Address: Platinum Equity Capital Partners—A II, LP. 360 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship: Delaware Primary Business: Private equity investments Equity interest in CCGI Holding: 12.6% The sole limited partnership interest in Platinum Equity Capital Partners—A II, L.P. ("PECPA"), a Delaware limited partnership, is held by a state fund [the Commonwealth of Pennsylvania Public School Employees‘ Retirement System|. As a limited partner of PECP—A, this limited partner holds an indirect equity interest in CCGI Holding in excess of 10%. The sole general partner of PECP—A is Platinum Equity Partners II, LLC, a Delaware limited liability company. The senior managing member and controlling entity of Platinum Equity Partners II, LLC is Platinum Equity Investment Holdings II, LLC, the sole member of which is Platinum Equity. Platinum Equity Partners II, LLC, Platinum Equity Investment Holdings II, LLC, and Platinum Equity are described more fully below. Platinum Equity Capital Partners—PF II, L.P. Address: Platinum Equity Capital Partners—PF II, LP. 360 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship: Delaware Primary Business: Private equity investments Equity interest in CCGI Holding: 5.5% The limited partnership interests in Platinum Equity Capital Partners—PF II, L.P. ("PECPPF"), a Delaware limited partnership, are held by institutional investors. These limited partners have no control over the day—to—day business operations, activities, or decisions of PECP—PF or CCGI Holding. None of these limited partners ultimately holds equity interests in CCGI Holding greater than 10%. The sole general partner of PECP—PF is Platinum Equity Partners II, LLC, a Delaware limited liability company. The senior managing member and controlling entity of Platinum Equity Partners II, LLC is Platinum Equity Investment Holdings II, LLC, the sole member of which is Platinum Equity. Platinum Equity Partners II, LLC, Platinum Equity investment Holdings II, LLC, and Platinum Equity are described more fully below. Platinum Blackberry Principals, LLC Address: Platinum Blackberry Principals, LLC . 360 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship: Delaware Primary Business: Private equity investments Equity interest in CCGI Holding: 20.0% The senior managing member of Platinum Blackberry Principals, LLC ("PCP") will at closing be Platinum Equity Investment Holdings II, LLC, a Delaware limited liability company. The remaining membership interests in PBP will be held by Platinum Equity principals. With the exception of Tom Gores, these members have no control over the day—to—day business operations, activities, or decisions of PECP or CCGI Holding. With the exception of Tom Gores and Platinum Equity Investment Holdings II, LLC, none of these members ultimately holds equity interests in CCGI Holding greater than 10%. The

sole member of Platinum Equity Investment Holdings II, LLC is Platinum Equity. Platinum Equity Investment Holdings II, LLC and Platinum Equity are described more fully below. IL Platinum Equity Partners II, LLC Address: Platinum Equity Partners II, LLC 360 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship: Delaware Primary Business: Private equity investments Through its interests in PECP, PECP—A, and PECP—PF, Platinum Equity Partners II, LLC ("PEP") indirectly and ultimately controls 80% of the voting interests of CCGI Holding. The senior managing member and controlling entity of PEP is Platinum Equity Investment Holdings II, LLC, a Delaware limited liability company. The remaining membership interests in PEP are held by Platinum Equity principals. With the exception of Tom Gores, these members have no control over the day—to—day business operations, activities, or decisions of PECP or CCGI Holding. With the exception of Tom Gores and Platinum Equity Investment Holdings II, LLC, none of these members ultimately holds equity interests in CCGI Holding greater than 10%. The sole member of Platinum Equity Investment Holdings II, LLC is Platinum Equity. Platinum Equity Investment Holdings II, LLC and Platinum Equity are described more fully below. IIL. Platinum Equity Investment Holdings II, LLC Address: Platinum Equity Investment Holdings, LLC 360 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship: Delaware Primary Business: Private equity investments Through its interests in PBP and PEP, Platinum Equity Investment Holdings H, LLC ("PEIH") indirectly and ultimately controls 100% of the voting interests of CCGI Holding. The sole member of PEIH is Platinum Equity, LLC, a Delaware limited liability company. Platinum Equity is described more fully below. IV. Platinum Equity, LLC Address: Platinum Equity, LLC 360 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship: Delaware — Primary Business: Mergers & Acquisitions Through its interests in PEIH, Platinum Equity indirectly and ultimately controls 100% of the voting interests of CCGI Holding. Platinum Equity is the sole member of PEIH, which holds indirect or direct interests in each of the CCGI Holding Shareholders, as outlined above. Platinum Equity is ulti— mately controlled by Tom Gores.

V. Tom Gores Address: Tom T. Gores Platinum Equity, LLC 360 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship: United States Primary Business: Mergers & Acquisition Investments Tom Gores holds a greater than 10% equity interest in Platinum Equity and CCGI Holding. Platinum Equity and CCGI Holding are ultimately controlled by Tom Gores.


Document Created: 2008-01-31 16:57:14
Document Modified: 2008-01-31 16:57:14
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