Attachment 20120203115959.pdf

20120203115959.pdf

SUPPLEMENT

Supplement

2012-01-10

This document pretains to ITC-T/C-20111118-00350 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2011111800350_938152

Page 1 of2 Adrienne Downs From: David Nace [DNace@fcclaw.com] Sent: Tuesday, January 10, 2012 11:03 AM To: Sumita Mukhoty Cc: David Krech; Adrienne Downs; Todd Slamowitz Subject: File No. ITC-T/C-201 1118-00350 Dear Sumita: The above-identified application for Section 214 transfer of control authority was recently granted by the Commission. On December 7, 2011, prior to the application's acceptance, we provided additional information for the application and I write today to provide an update to that information. This update does not alter the applicants' plans for a transfer of control of the authorization holder, which has not yet been completed, or trigger any need for additional approval by the Commission according to our review of applicable rules. I write to inform you that the proposed transferee, Cellular Network Partnership, A Limited Partnership ("CNP"), reached separate agreements in principle last week to acquire two minority ownership interests in the licensee, Oklahoma Independent RSA 5 Partnership ('OK 5 Partnership"). Definitive purchase agreements have not yet been signed by the parties to the minority interest transactions which are described below. CNP plans to complete the minority interest transactions at the same time as the proposed transfer of control is completed by CNP's acquisition of the 65% managing partnership interest held by Oklahoma 5 Holdco, LLC in OK 5 Partnership. On January 3, 2012, Stojmat LLC ("Stojmat") agreed to accept a conditional purchase offer by CNP of Stojmat's 15% non-managing partnership interest in OK 5 Partnership. The purchase is conditioned upon: i) Closing of the pending transaction by which CNP plans to acquire control of the 65% controlling interest in OK 5 Partnership held by OK 5 Holdco LLC; ii) Signing of a definitive agreement with terms of sale of the Stojmat interest to CNP; and iii) Regulatory approval, if any is required. On January 4, 2012, The Hinton Telephone Company Co., LLC ("Hinton") agreed to accept a conditional purchase offer by CNP of Hinton's 20% non-managing partnership interest in OK 5 Partnership. The purchase is conditioned upon: i) Closing of the pending transaction by which CNP plans to acquire control of the 65% controlling interest in OK 5 Partnership held by OK 5 Holdco LLC; ii) Signing of a definitive agreement with terms of sale of the Hinton interest to CNP; and iii) Regulatory approval, if any is required. CNP's purchase of the minority ownership interests held by Stojmat and Hinton, when combined with CNP's acquisition of the controlling interest held by OK 5 Holdco, LLC, will result in CNP having control of 100% of the ownership interests in OK 5 Partnership. Hinton currently holds a non-managing partnership interest in CNP of less than 8% that is not affected by the plans for sale of its 20% interest in OK 5 Partnership to CNP. If you have any questions please contact me at 703-584-8661. Thanks. David DAVID L. NACE 2/3/20 12

Page 2 of 2 LUKAS, NACE, GUTIERREZ & SACHS, LLP 8300 Greensboro Drive Suite 1200 McLean, Virginia 22102 direct dial 703.584.8661 email: dnace@fcclaw.com fax line 703.584.8695 www.fcclaw.com CONFIDENTIALITY NOTE: The information contained in this communication is intended only for the use of addressee and may be privileged, confidential and/or exempt from disclosure under applicable law. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify the sender and then delete this communication including any attachments. Thank you. 2/3/2012


Document Created: 2019-04-22 16:23:25
Document Modified: 2019-04-22 16:23:25
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