Attachment Joint214Application

This document pretains to ITC-T/C-20110509-00126 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2011050900126_888466

                                      Before the
                        FEDERAL COMMUNICATIONS COMMISSION
                                 Washington, D.C. 20554

In the Matter of                                      )
                                                      )
VALUE-ADDED COMMUNICATIONS, INC.                      )                       WC Docket No. ______
FRN No. 0004268686                                    )
                                                      )
and                                                   )                       File No. ITC-T/C- _______
                                                      )
GLOBAL TEL*LINK CORPORATION                           )
FRN No. 0003734985                                    )
                                                      )
Application for Consent to Transfer Control, Assign   )
Assets and/or Transfer Control of Assets of a Company )
Holding an International Authorization and a          )
Blanket Domestic Authorization pursuant to            )
Section 214 of the Communications Act of 1934,        )
as Amended                                            )
________________________________________________)

                                         JOINT APPLICATION

        Value-Added Communications, Inc. (“VAC”) and Global Tel*Link Corporation (“GTL”)

(collectively, the “Applicants”), hereby request approval from the Federal Communications

Commission (the “Commission”) pursuant to Section 214 of the Communications Act of 1934,

as amended (the “Act”), 47 U.S.C. § 214, and Sections 1.763, 63.03, 63.04, 63.18, and 63.24(e)

of the Commission’s rules, 47 C.F.R. §§ 1.763, 63.03, 63.04, 63.18, and 63.24(e), to transfer

control of VAC to GTL, including control of VAC’s international Section 214 authorization, and
                                                                             1
thereafter to transfer certain VAC assets to GTL (the “Transaction”).




1
         Amendment of Parts 1 and 63 of the Commission’s Rules, 22 FCC Rcd 11398, ¶ 38 (2007) (indicating that
asset acquisitions should be treated as assignments under the Commission’s international Section 214 rules);
Implementation of Further Streamlining Measures for Domestic Section 214 Authorizations, 17 FCC Rcd 5517, ¶ 59
(2002) (finding that asset acquisitions should be treated as transfers of control under the Commission’s domestic
Section 214 rules).



146767.2


I.      REQUEST FOR STREAMLINED TREATMENT OF APPLICATION

        Under Section 63.04(b) of the Commission’s rules, the Applicants are filing a combined

domestic and international application, and 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 GTL having a market

share in the interstate interexchange market of less than ten percent (10%); (2) GTL will provide

competitive telephone exchange 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 of the Commission’s rules because:

(1) GTL is not affiliated with a dominant foreign carrier; (2) as a result of the transaction, GTL

will not be affiliated with any foreign carrier as defined in the Commission’s rules; and (3) none

of the other scenarios outlined in Section 63.12(c) of the Commission’s rules apply.

II.     APPLICANTS

        A.      Value-Added Communications, Inc. (FRN: 0004268686)

        VAC is a Delaware corporation with headquarters located at 3801 E. Plano Parkway,

Suite 100, Plano, Texas 75074. VAC has authority to provide interstate and international
                                  2
telecommunications services. VAC also provides or is authorized to provide inmate telephone

services to correctional facilities in all fifty (50) states (with the exception of Alaska, Maine,
                                                                          3
New Hampshire, Rhode Island, and Vermont) and Puerto Rico.

2
        IB File No. ITC-214-19920915-00084 (held under the name Value-Added Comm, Inc.); FCC Filer ID No.
817348 (held under the name Value Added Communication, Inc.).
3
        VAC does not provide intrastate service in the District of Columbia.

                                                    2
146767.2


           B.   Global Tel*Link Corporation (FRN: 0003734985)

       GTL is a Delaware corporation with headquarters located at 12021 Sunset Hills Road,

Suite 100, Reston, Virginia 20190. GTL has authority to provide interstate and international

telecommunications services.4 In addition, GTL either offers service or is certificated to offer

telecommunications services in the District of Columbia and all fifty (50) states with the

exception of Alaska. GTL specializes in the provision of managed inmate communications

services and manufactures equipment used in correctional facilities.

III.   DESCRIPTION OF THE TRANSACTION

       On April 19, 2011, GTL and the owners of VAC entered into a Stock Purchase

Agreement (the “Agreement”). Pursuant to the Agreement, the current shareholders of VAC will

transfer all of their shares of VAC’s corporate parent, VAC Holding, Inc., to GTL. As a result,

VAC Holding, Inc. and VAC will become wholly owned subsidiaries of GTL, and GTL will

acquire direct control of VAC. For the Commission’s convenience, pre- and post-Transaction

corporate organizational structure charts depicting the transfer of control are provided as Exhibit

B. Consummation of the Transaction is contingent on, among other things, receipt of the

necessary regulatory approvals.

       The initial phase of the proposed Transaction – transfer of control of VAC from VAC’s

present owners to GTL through the sale of stock – does not involve any assignment of licenses or

customers. All current customers of VAC will continue to be served by VAC pursuant to its

existing international Section 214 license and blanket domestic Section 214 authorization. This

phase of the Transaction will be transparent to customers who will continue to receive their existing

services at the same or similar rates, terms and conditions without any immediate changes.


4
       IB File No. ITC-214-19970128-00044; FCC Filer ID No. 809240.


                                               3
146767.2


       At some time subsequent to consummation of the transfer of control, VAC will transfer

all or substantially all of its assets related to the provision of telecommunications services,

including customers, customer agreements and contracts, vendor agreements and contracts,

intellectual property, and promotional materials (collectively, “Assets”) to GTL. Once the VAC

Assets are transferred to GTL, current VAC customers will receive service from GTL pursuant to

the same or similar rates, terms, and conditions without any immediate changes. GTL and VAC

will provide consumers with any necessary notice as required by 47 C.F.R. § 64.1120(e) prior to

completing the assignment of the VAC Assets to GTL. Once all VAC customers are transferred to

GTL and VAC no longer needs its authorizations for operational or billing purposes, VAC will

cancel its domestic registration and surrender its international Section 214 authority.

IV.    PUBLIC INTEREST STATEMENT

       Approval of the Transaction is in the public interest because it will enhance economic

efficiency by enabling GTL to expand its own business and achieve economies of scale. These

benefits will strengthen GTL’s ability to expand its offerings and services to a broader customer

base. Further, the proposed Transaction will enable GTL to strengthen its competitive position

to the benefit of consumers and the telecommunications marketplace. As a competitive provider

of inmate telephone services, GTL will provide customers the positive benefit of access to

existing and new product offerings.

       The proposed Transaction will be conducted in a manner that will be transparent to

current customers of VAC with respect to the transfer of control and will result only in a change

in the name of their service provider once the VAC Assets are ultimately transferred to GTL.

Following the Asset transfer, GTL will provide previously served VAC customers with the same



                                              4
146767.2


service quality they have come to expect and all billing will be handled by GTL. After the Asset

transfer, GTL will provide high-quality communications services to existing VAC customers

without interruption and without immediate change in rates, terms or conditions. GTL will,

however, provide any necessary notice to current VAC customers pursuant to 47 C.F.R. §

64.1120(e). The Transaction will be transparent to customers and will not have a negative

impact on the public interest, services to customers, or competition.

V.     INFORMATION REQUIRED BY SECTION 63.24(e) OF THE COMMISSION’S
       RULES

       In support of this Application, the Applicants submit the following information pursuant

to Section 63.24(e) of the Commission’s rules, which is the information requested in paragraphs

(a)-(d) and (o)-(p) of Section 63.18 for both Applicants and the information requested in

paragraphs (h)-(n) of Section 63.18 for GTL.

       (a)     Name, address, and telephone number

               Transferor
               Value-Added Communications, Inc.
               3801 E. Plano Parkway
               Suite 100
               Plano, Texas 75074
               972-535-3342 (telephone)
               972-238-0022 (facsimile)
               FRN: 0004268686

               Transferee
               Global Tel*Link Corporation
               12021 Sunset Hills Road
               Suite 100
               Reston, VA 20190
               703-955-3915 (telephone)
               703-435-0980 (facsimile)
               FRN: 0003734985

       (b)     Citizenship

       Both VAC and GTL are Delaware corporations.


                                             5
146767.2


        (c)     Correspondence concerning this Application should be sent to (Answer to
                IBFS Main Form Question 10):

 For Value-Added Communications, Inc.:              For Global Tel*Link Corporation:
John Nakahata                                       Chérie R. Kiser
Wiltshire & Grannis LLP                             Cahill Gordon & Reindel LLP
1200 18th Street, NW, Suite 1200                    1990 K Street, NW, Suite 950
Washington, DC 20036                                Washington, D.C. 20006
202-730-1320 (telephone)                            202-862-8950 (telephone)
202-730-1301 (facsimile)                            202-862-8958 (facsimile)
jnakahata@wiltshiregrannis.com                      ckiser@cgrdc.com


        (d)     International Section 214 Authorizations (Answer to IBFS Main Form
                Question 10)

        VAC holds blanket domestic interstate Section 214 authority and global Section 214

authority to provide international services.5 GTL holds blanket domestic interstate Section 214

authority and global Section 214 authority to provide international facilities-based and resale

services.6

        (h)     Ten Percent Greater Interest Holders/Interlocking Directorates (Answer to
                IBFS Main Form Question 11 and 12).

        The following entities and individuals hold a ten percent (10%) or greater direct or indirect

ownership interest in GTL:

        GTEL Holdings, Inc. GTEL Holdings, Inc., a Delaware corporation whose principal

business is telecommunications holdings, owns a one hundred percent (100%) interest in GTL.

GTEL Holdings, Inc. is wholly owned by GTEL Acquisition Corp. The address for GTEL

Holdings, Inc. is 2609 Cameron Street, Mobile, Alabama 36607.




5
        IB File No. ITC-214-19920915-00084 (held under the name Value-Added Comm, Inc.); FCC Filer ID No.
817348 (held under the name Value Added Communication, Inc.).
6
        IB File No. ITC-214-19970128-00044; FCC Filer ID No. 809240.


                                                6
146767.2


         GTEL Acquisition Corp. GTEL Acquisition Corp., a Delaware corporation whose

principal business is telecommunications holdings, owns a one hundred percent (100%) interest

in GTEL Holdings, Inc. GTEL Acquisition Corp. is wholly owned by GTEL Holding, LLC.

The address for GTEL Acquisition Corp. is 590 Madison Avenue, 41st Floor, New York, NY

10022.

         GTEL Holding, LLC. GTEL Holding, LLC, a Delaware limited liability company whose

principal business is telecommunications holdings, owns a one hundred percent (100%) interest

in GTEL Acquisition Corp. GTEL Holding, LLC is controlled by a board of managers,

including GTL’s chief executive officer, managers appointed by The Veritas Capital Fund III,

L.P., and managers appointed by GS Direct, L.L.C. GTEL Holding, LLC is majority owned by

The Veritas Capital Fund III, L.P. and GS Direct, L.L.C. The remainder of the owners of GTEL

Holding, LLC are investment funds, management companies, insurance companies, one or more

members of the board of managers of GTEL Holding, LLC, employees of GTL and its

subsidiaries, and others, but none hold a ten percent (10%) or greater direct or indirect ownership

interest in GTEL Holding, LLC. The address for GTEL Holding, LLC is 590 Madison Avenue,

41st Floor, New York, NY 10022.

         The Veritas Capital Fund III, L.P. The Veritas Capital Fund III, L.P., a private equity

investment partnership organized in Delaware, owns an approximately forty-four percent (44%)

interest in GTEL Holding, LLC. The Veritas Capital Fund III, L.P.’s sole general partner is

Veritas Capital Partners III, L.L.C, a Delaware limited liability company. In addition,

investment funds controlled by or affiliated with Credit Suisse Private Equity, Inc. own passive

limited partnership interests in The Veritas Capital Fund III, L.P. Robert B. McKeon

(“McKeon”), a U.S. citizen, is Veritas Capital Partners III, L.L.C.’s managing member. McKeon



                                              7
146767.2


also serves as the managing member of Veritas Capital Fund Management, L.L.C. d/b/a Veritas

Capital. Veritas Capital is a private equity investment firm headquartered in New York. The

address for The Veritas Capital Fund III, L.P. and Veritas Capital Partners III, L.L.C. is 590

Madison Avenue, 41st Floor, New York, NY 10022.

       RDV Corporation. RDV Corporation, a Michigan corporation whose principal offices

are located at 126 Ottawa Avenue NW, Suite 500, Grand Rapids, Michigan 49503, is owned by

and serves as the family office of the DeVos family. All of the members of the DeVos Family

that own RDV Corporation are U.S. citizens. RDV Corporation is the general partner of RDV

Capital Management L.P., a Delaware limited partnership (“RDVCM”), and the manager of Ver-

Cap III Investors, LLC, a Michigan limited liability company (“Ver-Cap”). RDVCM and Ver-

Cap indirectly own in the aggregate a 2.95% interest in GTEL Holding, LLC via their interests in

The Veritas Capital Fund III, L.P. Also, RDV Corporation manages 804 Investors LLC, a

Michigan limited liability company (“804 Investors”), and GT Group Investors, LLC, a

Michigan limited liability company (“GT Investors”). 804 Investors and GT Investors own

6.42% and 3.14% interests, respectively, in GTEL Holding LLC. The owners of 804 Investors

are four trusts established by members of the DeVos family. The owners of GT Investors are

804 Investors and certain senior officers of RDV Corporation.

       Credit Suisse Private Equity, Inc. Credit Suisse Private Equity, Inc., a Delaware

corporation whose principal business is managing private equity funds, indirectly owns an

approximately fourteen percent (14%) interest in GTEL Holding, LLC via its interest in The

Veritas Capital Fund III, L.P. The address for Credit Suisse Private Equity is 11 Madison

Avenue, New York, NY 10010.




                                             8
146767.2


         GS Direct, L.L.C. GS Direct, L.L.C., a Delaware limited liability company, indirectly

owns an approximately sixteen percent (16%) interest in GTEL Holding, LLC. GS Direct,

L.L.C. invests capital primarily alongside corporate and sponsor clients in situations in which

access to its or its affiliates’ capital, relationships, or advisory services can enhance the value of

the investment. GS Direct, L.L.C. is wholly owned by The Goldman Sachs Group, Inc. G.S.

Direct, L.L.C.’s sole manager is Goldman, Sachs & Co. The address for GS Direct, L.L.C., The

Goldman Sachs Group, Inc., and Goldman, Sachs & Co. is 200 West Street, New York, NY

10282.

         The Goldman Sachs Group, Inc. The Goldman Sachs Group, Inc., a Delaware

corporation, provides investment banking, securities, and investment management services

primarily to corporations, financial institutions, governments, and high net worth individuals

worldwide. The Goldman Sachs Group, Inc. owns one hundred percent (100%) interest in GS

Direct, L.L.C and has the right to replace Goldman, Sachs & Co. as the sole manager of GS

Direct, L.L.C. The Goldman Sachs Group, Inc. indirectly holds an approximately sixteen

percent (16%) interest in GTEL Holding, LLC. Goldman, Sachs & Co. is a New York limited

partnership which serves as the principal U.S. broker-dealer for The Goldman Sachs Group, Inc.

All limited partner equity interests in Goldman, Sachs & Co. are held by The Goldman Sachs

Group, Inc., a bank holding company.

         Other than as stated in this Application, no other person or entity owns a ten percent

(10%) or greater direct or indirect ownership interest in GTL.
                                                                                7
         Other than ownership of GTL’s subsidiaries, DSI-ITI, LLC and Public Communications



7
         IB File No. ITC-214-20100407-00149; FCC Filer ID No. 828195. DSI-ITI, LLC is certificated or is in the
process of obtaining certification to offer inmate calling services in Alabama, Arizona, Arkansas, Delaware, Florida,
Georgia, Illinois, Iowa, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New

                                                     9
146767.2


                8
Services, Inc., the following ten percent (10%) or greater direct or indirect owners of GTL do

not hold any interests in any other telecommunications-related entities: GTEL Holdings, Inc.,

GTEL Acquisition Corp., The Veritas Capital Fund III, L.P., Veritas Capital Partners III, L.L.C.,

RDV Corporation, and Credit Suisse Private Equity.

        In addition to its ownership of GTL, DSI-ITI, LLC, and Public Communications
                                                       9
Services, Inc., GTEL Holding, LLC is affiliated with the following domestic communications

companies in which The Goldman Sachs Group, Inc. has the following approximate interests:

        •   twenty-nine percent (29%) interest in Arcadian Networks, Inc., a wireless broadband

            services provider throughout a majority of the United States;

        •   thirty-one percent (31%) interest in Cequel Communications, LLC, and its operating

            subsidiary, Suddenlink Communications, a communications, video, and broadband

            services provider in Arkansas, California, Idaho, Kentucky, Louisiana, Maryland,

            Mississippi, Missouri, New Mexico, North Carolina, Ohio, Oklahoma, Texas,

            Virginia, and West Virginia;

        •   twenty-nine percent (29%) interest in Conterra Ultra Broadband Holdings, Inc.

            (“Conterra”), a provider of transport services and broadband Wide Area Networks,

            Voice over Internet Protocol (“VoIP”) services, distance learning and Internet

            services to mobile wireless carriers, school districts and enterprises in sixteen states,


Mexico, North Carolina, Northern Mariana Islands, Ohio, Pennsylvania, Rhode Island, Tennessee, Texas, Utah,
Virginia, and Wisconsin.
8
          IB File No. ITC-214-19980903-00628; FCC Filer ID 823820. Public Communications Services, Inc. and
its subsidiaries Public Communications Services-Michigan, LLC and Public Communications Services-Indiana,
LLC provide telecommunications service in the following thirty (30) states: Arizona, California, Colorado,
Delaware, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Louisiana, Maine, Michigan, Minnesota, Missouri,
Montana, Nebraska, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Oregon,
Pennsylvania, Texas, Vermont, Virginia, Washington, and Wisconsin.
9
        As defined in Section 3 of the Communications Act of 1934, 47 U.S.C. § 153(2).


                                                  10
146767.2


              and through Conterra, a twelve percent (12%) indirect interest in Detel Wireless LLC,

              which is a provider of transport services and broadband Wide Area Networks, VoIP

              services, distance learning and Internet services to mobile wireless carriers, school

              districts and enterprises in Louisiana and Mississippi;

        •     thirteen percent (13%) interest in CURRENT Group, LLC, a broadband over power

              line provider that provides VoIP services in the northeastern United States;

        •     thirty-six percent (36%) interest in Integra Telecom Inc., a provider, through its

              subsidiaries, of voice and data services in Arizona, California, Colorado, Idaho,

              Minnesota, Montana, Nevada, North Dakota, Oregon, Utah and Washington; and

        •     thirteen percent (13%) in DISH Network Corporation which, through subsidiaries,

              holds a controlling interest in Liberty-Bell Telecom LLC, a competitive local

              exchange carrier and interexchange carrier that provides service primarily in

              Colorado, as well as to some customers in New Mexico and Utah. Liberty-Bell

              Telecom is in the process of obtaining the necessary regulatory operating authority to

              provide intrastate telecommunications services in each of the remaining eleven states

              served by Qwest as the incumbent local exchange carrier.
                                                                               10
Applicants do not have any interlocking directorates with a foreign carrier, nor will GTL have any

such directorates or managers after consummation of the Transaction.

        (i)      Foreign Carrier Affiliation Certification (Answer to IBFS Main Form
                 Questions 14-17)

        GTL certifies that it is not a foreign carrier, that it is not affiliated with a foreign carrier

as defined under the Commission’s rules, and that it will not become affiliated with a foreign

carrier as a result of this Transaction.
10
        As defined by 47 C.F.R. § 63.09(d).


                                               11
146767.2


        (j)     Foreign Carrier and Destination Countries (Answer to IBFS Main Form
                Questions 14-17).

        As evidenced by the signatures to this Application, GTL certifies that upon

consummation of the Transaction it will not provide international telecommunications services to

any destination country in which: (1) GTL is a foreign carrier in the destination market; (2) GTL

controls a foreign carrier in the destination market; (3) any entity that owns more than twenty-

five (25%) of GTL, or that controls GTL, controls a foreign carrier in the destination market; and

(4) two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate,

more than twenty-five percent (25%) of GTL and are parties to, or the beneficiaries of, a

contractual relationship affecting the provision or marketing of international basic

telecommunications services in the United States.

        (k)     WTO Membership of Destination Countries (Answer to IBFS Main Form
                Questions 14-17).

        Not applicable.

        (l)     International Telecommunications Services (Answer to IBFS Main Form
                Questions 14-17).

        GTL will not resell the international switched services of an unaffiliated U.S. carrier for

the purpose of providing international telecommunications services to a country where it is a

foreign carrier or is affiliated with a foreign carrier.

        (m)     Non-dominant Regulatory Classification (Answer to IBFS Main Form
                Questions 14-17).

        Not applicable.

        (n)     Special Concessions Certification (Answer to IBFS Main Form Question 21).

        As evidenced by the signatures to this Application, GTL has not agreed to accept special

concessions directly or indirectly from any foreign carrier with respect to any U.S. international



                                               12
146767.2


route where the foreign carrier possesses sufficient market power on the foreign end of the route

to adversely affect competition in the U.S. market, and will not enter into such agreements in the

future.

           (o)   Federal Benefits/Anti-Drug Act of 1988 Certification (Answer to IBFS Main
                 Form Question 25).

          As evidenced by the signatures to this Application, 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. 21 U.S.C. §

862.

          (p)    Eligibility for Streamlined Processing (Answer to IBFS Main Form Question
                 20).

          Applicants request streamlined processing of this Application pursuant to Section 63.12

of the Commission’s rules, 47 C.F.R. § 63.12, for the reasons set forth above.

VI.       INFORMATION REQUIRED BY SECTION 63.04(b) OF THE COMMISSION’S
          RULES

          In accordance with the requirements of Section 63.04(b) of the Commission’s rules, the

additional information required by Section 63.04(b) of the Commission’s rules for transfer of

control of assets is provided in Exhibit A.




                                              13
146767.2


VIL        CONCLUSION

           Based on the foregoing, Applicants respectfully submit that the public interest,

convenience, and necessity would be furthered by grant of this Application.

                                                        Respectfully submitted,

VALUE—ADDED COMMUNICATIONS,                             GLOBAL TEL*LINK CORPORATION
  INC.




Kermit D. Heaton
Executive Vice President
                                                         AtL..
                                                         Teresa Rldgeway
                                                         Senior Vice Pre51d             istration
Value—Added Communications, Inc.                         Global Tel*Link Corpora
3801 E. Plano Parkway, Suite 100                         2609 Cameron Street
Plano, Texas 75074                                       Mobile, AL 36607



John T. Nakahata                                        Chérie R. Kiser
Attorney for Value—Added                                Attorey for Global Tel*Link Corporation
    Communications, Inc.                                Cahill Gordon & Reindel LLP
Wiltshire & Grannis LLP                                 1990 K Street, NW, Suite 950
1200 18th Street, NW, Suite 1200                        Washington, D.C. 20006
Washington, D.C. 20036                                  202—862—8950 (telephone)
202—730—1320 (telephone)                                202—862—8958 (facsimile)
202—730—1301 (facsimile)                                ckiser@egrdc.com
jnakahata@wiltshiregrannis.com




Dated: May 9, 2011




                                               14
146767.2


VII.       CONCLUSION

           Based on the foregoing, Applicants respectfully submit that the public interest,

convenience, and necessity would be furthered by grant of this Application.

                                                        Respectfully submitted,

VALUE—ADDED COMMUNICATIONS,                             GLOBAL TEL*LINK.CORPORATION
  INC,




Kermit D. Heaton                                        Teresa Ridgeway
Executive Vice President                                Senior Vice President, Administration
Value—Added Communications, Inc.                        Global Tel*®Link Corporation
3801 E. Plano Parkway, Suite 100                        2609 Cameron Street
Plano, Texas 75074                                      Mobile, AL 36607

John T. Nakahata                                        Chérie R. Kiser
Attormey for Value—Added                                Attorney for Global Tel*Link Corporation
    Communications, Inc.                                Cahill Gordon & Reindel LLP
Wiltshire & Grannis LLP                                 1990 K Street, NW, Suite 950
1200 18th Street, NW, Suite 1200                        Washington, D.C. 20006
Washington, D.C. 20036                                  202—862—8950 (telephone)
202—730—1320 (telephone)                                202—862—8958 (facsimile)
202—730—1301 (facsimile)                                ckiser@cgrdc.com
jnakahata@wiltshiregrannis.com



Dated: May 9, 2011




                                               14
146767.2


                                              Exhibit A

       In accordance with the requirements of Section 63.04(b) of the Commission’s rules, the

Applicants provide the following information in support of their request for approval of the

Transaction.

63.04(a)(6):   Description of the Transaction

       The Transaction is described in Section III of the Application.

63.04(a)(7):   Description of Geographic Service Area and Services in Each Area

       A description of the geographic service areas and services provided in each area is

described in Section II of the Application.

63.04(a)(8):   Presumption of Non-Dominance and Qualification for Streamlining

       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 GTL having a

market share in the interstate interexchange market of less than ten percent (10%); (2) GTL 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.

63.04(a)(9):   Other Pending Commission Applications Concerning the Proposed
               Transaction

       None.

63.04(a)(10): Special Considerations

       None.

63.04(a)(11): Waiver Requests (If Any)

       None.


                                                 1
146767.2


63.04(a)(12): Public Interest Statement

       The Transaction is in the public interest for the reasons detailed in Section IV of the

Application.




                                                 2
146767.2



Document Created: 2011-05-09 13:54:58
Document Modified: 2011-05-09 13:54:58

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