MegaPath_CCGI - FCC

SUPPLEMENT submitted by DSLnet Communications, LLC

Supplement

2010-06-25

This document pretains to ITC-T/C-20100610-00233 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010061000233_824905

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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