MegaPath_CCGI - FCC

SUPPLEMENT submitted by Covad Communications Company & DIECA Communications, Inc.

Supplement

2010-06-25

This document pretains to ITC-T/C-20100610-00232 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010061000232_824911

Jean L. Kiddoo Russell M. Blau Brett P. Ferenchak Jeffrey R. Strenkowski jean.kiddoo@bingham.com russell.blau@bingham.com brett.ferenchak@bingham.com jeffrey.strenkowski@bingham.com June 25, 2010 Via ECFS & IBFS Marlene H. Dortch, Secretary Federal Communications Commission 445 12th Street, S.W. Room TW-A325 Washington, DC 20554 Re: WC Docket Nos. 10-128 & 10-_____ IB File Nos. ITC-T/C-20100610-00233 (DSLnet), ITC-T/C-20100610-00232 (CCC) ITC-T/C-20100610-00231 (DIECA) In the Matter of the Joint Application of MegaPath Inc., DSLnet Communications, LLC, DSLnet Communications VA, Inc., CCGI Holding Corporation, Platinum Equity, LLC, Covad Communications Company and DIECA Communications, Inc for Grant of Authority Pursuant to Section 214 of the Communications Act of 1934, as Amended, and Sections 63.04 and 63.24 of the Commission’s Rules to Complete a Transaction Between MegaPath Inc. and CCGI Holding Corporation That Will Result in the Transfer of Indirect Control of the DSLnet-Licensees (defined below) and the Change of Indirect Control of the Covad-Licensees (defined below) SUPPLEMENT TO APPLICATIONS Dear Ms. Dortch: On behalf of MegaPath Inc. (“MegaPath”), DSLnet Communications, LLC (“DSLnet”), DSLnet Communications Virginia, Inc. (“DSLnet-VA” and together with DSLnet, the “DSLnet-Licensees”), CCGI Holding Corporation (“CCGI”), Platinum Equity (“Platinum”), Covad Communications Company (“CCC”) and DIECA Communications, Inc. (“DIECA” and together with CCC, the “Covad-Licensees”) (Mega-Path, DSLnet- Licensees, CCGI, Platinum and Covad-Licensees collectively, the “Applicants”) and in response to a request from staff, this letter clarifies the pre- and post-transaction make-up of the Board of Directors (“Board”) of CCGI. Currently, Platinum controls all of the Board of CCGI. Upon completion of the transactions,1 Platinum will no longer control a majority of 1 Pursuant to a Membership Interest Purchase Agreement dated as of June 8, 2010, between CCGI and Speakeasy, Inc., a Washington corporation (“Speakeasy”), a wholly owned subsidiary of CCGI will purchase substantially all of the assets of Speakeasy, including the equity interests of Speakeasy Broadband, LLC. A/73417737.1

Marlene H. Dortch, Secretary June 25, 2010 Page 2 the Board of CCGI. Platinum is expected to control three of the seven seats on the Board of CCGI. MegaPath’s current shareholders are expected to control two seats on the Board of CCGI. The current shareholders of Speakeasy are expected to control one seat on the Board of CCGI. The last seat of CCGIs Board will be an independent seat, held by none of the parties. In addition, Applicants have attached a pre- and post-transaction corporate structure chart illustrating CCGI’s ownership as described in the Applications. Should you have any questions regarding this matter, please contact Brett Ferenchak at 202-373-6697. Respectfully submitted, Jean L. Kiddoo Russell M. Blau Brett P. Ferenchak Jeffrey R. Strenkowski Counsel for Applicants Attachment A/73417737.1

Pre-Transaction Structure Platinum (1) Sole member of PEIH. Equity, LLC (1) Sole Member Platinum Equity Investment Holdings II, LLC (“PEIH”) (2) Senior managing member and sole (100% indirect interest in CCGI Holding) (2) controlling entity of PBP and PEP. (3) General partner and sole controlling Managing Member entity of PECP, PECP-A, and PECP-PF. Platinum Equity Partners II, LLC (“PEP”) (80% indirect interest in CCGI Holding) (3) General Partner Platinum Equity Capital Platinum Equity Capital Platinum Equity Capital Platinum Blackberry Partners II, L.P. Partners-A II, L.P. Partners-PF II, L.P. Principals, LLC (“PECP”) (“PECP-A”) (“PECP-PF”) (“PBP”) 60.58% 9.6% 9.82% 20% CCGI Holding Corporation (“CCGI Holding”)

Post-Transaction Structure Platinum (1) Sole member of PEIH. Equity, LLC (1) Sole Member Platinum Equity Investment Holdings II, LLC (“PEIH”) (2) Senior managing member and sole (66.5% indirect interest in CCGI Holding) (2) controlling entity of PBP and PEP. (3) General partner and sole controlling entity of PECP, PECP-A, and PECP-PF. Managing Member Platinum Equity Partners II, LLC (“PEP”) (53.2% indirect interest in CCGI Holding) (3) General Partner Platinum Equity Capital Platinum Equity Capital Platinum Equity Capital Platinum Blackberry Current shareholders of Partners II, L.P. Partners-A II, L.P. Partners-PF II, L.P. Principals, LLC Megapath and (“PECP”) (“PECP-A”) (“PECP-PF”) (“PBP”) Speakeasy (4) 40.3% 6.4% 6.5% 13.3% 33.5% (4) To be widely held. No individual CCGI Holding Corporation shareholder will have a 10% or (“CCGI Holding”) greater interest in CCGI Holding.


Document Created: 2010-06-25 08:31:55
Document Modified: 2010-06-25 08:31:55
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