TeleGuam Joint Reply

REPLY submitted by Shamrock TeleGuam Holdings, L.L.C. et al

Joint Reply Comments

2011-02-24

This document pretains to ITC-T/C-20101216-00486 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010121600486_871479

LAWLER, METZGER, KEENEY & LOGAN, LLC 2001 K STREET, NW SUITE 802 WASHINGTON, D.C. 20006 GIL M. STROBEL PHONE (202) 777—7728 gstrobel@lawlermetzger.com FACSIMILE (202) 777—7763 February 9, 2011 Marlene H. Dortch, Secretary Federal Communications Commission 445 Twelfth Street, S.W. Washington, D.C. 20554 Re: Joint Application of Shamrock TeleGuam Holdings, LLC and AP TeleGuam Holdings, Inc. — WC Docket No. 10—260; ULS File No. 0004531711; Petition for Declaratory Ruling — IBFS File No. ISP—PDR—2010216—00021 Dear Ms. Dortch: AP TeleGuam Holdings, Inc. (AP TeleGuam Holdings), by its attorneys, hereby provides the following responses to the questions listed in the February 3, 2011 letter from James Ball, Chief of the Policy Division of the International Bureau.‘ Specifically, analyses of investor interests in AP IV GP Partnership and AP Cayman Partners II General Partner, L.P. are attached as Exhibit 1 to this letter. In addition, in response to the second question posed in Mr. Ball‘s letter, a document providing the principal place of business and related information for each of the non—U.S. entities listed in Annex 1 to the above—referenced Petition* is attached as Exhibit 2. In the course of preparing this filing, AP TeleGuam Holdings discovered that the "Analysis of Investor Interests in the Limited Partners of the AP TG Funds," filed as Annex 2 to the Petition for Declaratory Ruling," inadvertently included information about the limited partners of Japan Ireland Investment Partners, L.P. in the table labeled "Japan ‘ Letter from James Ball, FCC, to Gil Strobel, Lawler, Metzger, Keeney & Logan, LLC (Feb. 3, 2011). * Petition for Declaratory Ruling of AP TeleGuam Holdings, Inc., IBFS File No. ISP—PDR—20101216— 00021 (Dec. 16, 2010) ("Petition for Declaratory Ruling"), also aftached to Joint Application, WC Docket No. 10—260 (filed Dec. 17, 2010), and to ULS Application File No. 0004531711 (filed Dec. 16, 2010). * 1d. at Annex 2.

Ms. Marlene Dortch February 9, 2011 Page 2 Ireland Investment Partners."* Information about the investors in Japan Ireland Investment Partners is already set forth on page 7 of the Petition." Please let me know if you have any questions regarding the information provided in this letter, or in the above—referenced application or petition. Sincerely, / Gil M. Strobe Counsel for AP TeleGuam Holdings, Inc. ce: James Ball Carrie—Lee Early Jodie May Kathy Harris David Krech Neil Dellar * See id. at Annex 2, page 5. * Id. at 7; see also id. at Annex 1 (providing ownership information regarding each investor in Japan Ireland Investment Partners).

Exhibit 1

AP IV GP ParTNERSHIP Category of Investor Aggregate % Equity Country of Citizenship/ Country of Organization/ Principal Place of Business Individuals that are citizens of the 47.0% United States US Individuals that are citizens of 52.1% Japan foreign countries (WTO members) Individuals that are citizens of 0% N/A foreign countries (non—WTO members) Banks, insurance companies, 0% N/A pension plans, and foundations/endowments organized in the US and controlled by US citizens Banks, insurance companies, 0% N/A pension plans, and foundations/endowments organized in the foreign countries (WTO members) and controlled by foreign citizens (WTO members) Banks, insurance companies, 0% N/A pension plans, and foundations/endowments organized in foreign countries (non—WTO members) and controlled by foreign citizens (non—WTO members) Private equity funds and mutual 0% N/A funds organized in the US and with principal place of business in the US Private equity funds and mutual 1.0% Japan funds organized in foreign countries (WTO members) and with principal place of business in foreign countries (WTO members) Private equity funds and mutual 0% N/A funds organized in foreign countries (non—WTO members) or with principal place of business in foreign countries (non—WTO members) Foreign governments and 0% N/A government—controlled investors (WTO members) The total equity percentage equals 100.1% due to rounding.

Foreign governments and 0% N/A government—controlled investors (non—WTO members) Funds—of—funds organized in the US 0% N/A and with principal place of business in the US Funds—of—funds organized in foreign 0% N/A countries (WTO members) and with principal place of business in foreign countries (WTO members) Funds—of—funds and mutual funds 0% N/A organized in foreign countries (non— WTO members) or with principal place of business in foreign countries (non—wWTO members) Other — Organized in the US and 0% N/A have principal place of business in the US Other — Organized in foreign 0% N/A countries (WTO members) and have principal place of business in foreign countries (WTO members) Other — Organized in foreign 0% N/A countries (non—WTO members) or have principal place of business in foreign countries (non—WTO members)

AP CAYMAN PARTNERS II GENERAL PARTNER, L.P." Category of Investor Aggregate % Equity Country of Citizenship/ Country of Organization/ Principal Place of Business Individuals that are citizens of the 47.0% United States US Individuals that are citizens of 52.1% Japan foreign countries (WTO members) Individuals that are citizens of 0% N/A foreign countries (non—WTO members) Banks, insurance companies, 0% N/A pension plans, and foundations/endowments organized in the US and controlled by US citizens Banks, insurance companies, 0% N/A pension plans, and foundations/endowments organized in the foreign countries (WTO members) and controlled by foreign citizens (WTO members) Banks, insurance companies, 0% N/A pension plans, and foundations/endowments organized in foreign countries (non—WTO members) and controlled by foreign citizens (non—WTO members) Private equity funds and mutual 0% N/A funds organized in the US and with principal place of business in the US Private equity funds and mutual 1.0% Cayman Islands funds organized in foreign countries (WTO members) and with principal place of business in foreign countries (WTO members) Private equity funds and mutual 0% N/A funds organized in foreign countries (non—WTO members) or with principal place of business in foreign countries (non—WTO members) Foreign governments and 0% N/A government—controlled investors (WTO members) The total equity percentage equals 100.1% due to rounding. 3

Foreign governments and 0% N/A government—controlled investors (non—WTO members) Funds—of—funds organized in the US 0% N/A and with principal place of business in the US Funds—of—funds organized in foreign 0% N/A countries (WTO members) and with principal place of business in foreign countries (WTO members) Funds—of—funds and mutual funds 0% N/A organized in foreign countries (non— WTO members) or with principal place of business in foreign countries (non—WTO members) Other — Organized in the US and 0% N/A have principal place of business in the US Other — Organized in foreign 0% N/A countries (WTO members) and have principal place of business in foreign countries (WTO members) Other — Organized in foreign 0% N/A countries (non—WTO members) or have principal place of business in foreign countries (non—WTO members)

Exhibit 2

PRINCIPAL PLACE OF BUSINESS SHOWINGS AP Cayman Partners II, L.P. Principal Place of Business: Cayman Islands Principal Place of Business Factors: i) Country of organization: Cayman Islands (i1) Location of world headquarters: Cayman Islands (iii) Tax jurisdiction: Cayman Islands (iv) Citizenship or principal place of business of controlling principals, directors, and/or investment managers: United States, Netherlands, Cayman Islands (v) Countries from which capital has been contributed: Australia, Belgium, Cayman Islands, Germany, Hong Kong, Ireland, Italy, Japan, Netherlands, Singapore, Switzerland, United Kingdom, United States AP Cayman Partners II General Partner, L.P. Principal Place of Business: Cayman Islands Principal Place of Business Factors: i) Country of organization: Cayman Islands (i1) Location of world headquarters: Cayman Islands (iii) Tax jurisdiction: Cayman Islands (iv) Citizenship or principal place of business of controlling principals, directors, and/or investment managers: United States, Japan, Cayman Islands (v) Countries from which capital has been contributed: United States, Japan, Cayman Islands

Cayman Capital Management II, Inc. Principal Place of Business: Cayman Islands Principal Place of Business Factors: i) Country of organization: Cayman Islands (i1) Location of world headquarters: Cayman Islands (iii) Tax jurisdiction: Cayman Islands (iv) Citizenship or principal place of business of controlling principals, directors, and/or investment managers: United States (v) Countries from which capital has been contributed: United States Advantage Partners IV, ILP Principal Place of Business: Japan Principal Place of Business Factors: O Country of organization: Japan (11) Location of world headquarters: Japan (iii) Tax jurisdiction: Japan (iv) Citizenship or principal place of business of controlling principals, directors, and/or investment managers: Japan (v) Countries from which capital has been contributed: Japan

AP IV GP Partnership Principal Place of Business: Japan Principal Place of Business Factors: i) Country of organization: Japan (i1) Location of world headquarters: Japan (iii) Tax jurisdiction: Japan (iv) Citizenship or principal place of business of controlling principals, directors, and/or investment managers: United States, Japan (v) Countries from which capital has been contributed: United States, Japan AP IV GP Co., Ltd Principal Place of Business: Japan Principal Place of Business Factors: i) Country of organization: Japan (i1) Location of world headquarters: Japan (iii) Tax jurisdiction: Japan (iv) Citizenship or principal place of business of controlling principals, directors, and/or investment managers: United States, Japan (v) Countries from which capital has been contributed: Japan

Advantage Partners, LLP Principal Place of Business: Japan Principal Place of Business Factors: i) Country of organization: Japan (i1) Location of world headquarters: Japan (iii) Tax jurisdiction: Japan (iv) Citizenship or principal place of business of controlling principals, directors, and/or investment managers: United States, Japan (v) Countries from which capital has been contributed: United States, Japan Japan Ireland Investment Partners Principal Place of Business: Zre/land Principal Place of Business Factors: (i) Country of organization: JIreland (i1) Location of world headquarters: Ireland (iii) Tax jurisdiction: JIreland (iv) Citizenship or principal place of business of controlling principals, directors, and/or investment managers: Cayman Islands, Ireland (v) Countries from which capital has been contributed: Capyman Islands

JIIP, LTD Principal Place of Business: Cayman Islands Principal Place of Business Factors: (1) Country of organization: Cayman Islands (11) Location of world headquarters: Cayman Islands (iii) Tax jurisdiction: Cayman Islands (iv) Citizenship or principal place of business of controlling principals, directors, and/or investment managers: Cayman Islands, Ireland (v) Countries from which capital has been contributed: Cayman Islands Japan Ireland Investment Partners, L.P. Principal Place of Business: Cayman Islands Principal Place of Business Factors: i) Country of organization: Cayman Islands (i1) Location of world headquarters: Cayman Islands (iii) Tax jurisdiction: Cayman Islands (iv) Citizenship or principal place of business of controlling principals, directors, and/or investment managers: Cayman Islands, Ireland (v) Countries from which capital has been contributed: Australia, Bermuda, British Virgin Islands, Canada, Cayman Islands, Channel Islands, Denmark, France, Guernsey, Hong Kong, Ireland, Japan, Liechtenstein, Luxembourg, Singapore, Spain, Sweden, Switzerland, United Kingdom, United States


Document Created: 2011-02-24 14:38:24
Document Modified: 2011-02-24 14:38:24
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