Attachment Notification

This document pretains to ITC-T/C-20111229-00422 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2011122900422_931511

KELLEY DRYE & WARREN Lir A LIMITED LIABILITY PARTNERSHIP WASHINGTON HARBOUR, SUITE 400 NEW YORK, NY F ACSIMILE CHIGAGO, IL 3050 KSTREET’ NW (202) 34 2—8 451 $TAMFORD, CT WASHINGTON, D.C. 20007—5108 www.kelleydrye.com P A RSIPP A NY, NJ (202) $42—8400 BRUSSELS, BELGIUM DIRECT LINE: (202) 342—8573 AFFILIATE OFFICES EMAIL: 19 jgriffin@kelleydrye.com @ ydry MUMBAI, IND LA December 29, 2011 VIA IBFS Marlene H. Dortch Secretary Federal Communications Commission 445—12th Street SW Washington, DC 20554 Re: XO Communications, LLC ITC—214—20001117—00674 Section 63.24(f) Notification of Pro Forma Transfer of Control Dear Ms. Dortch: On September 16, 2011, counsel to XO Communications, LLC ("XO LLC") filed the attached notification of a pro forma change in XO LLC‘s ownership. The filing was mistakenly made through the pleadings and comments section of IBFS. Confirmation of the filing is also attached. The filing currently appears in the "other filings" section of the file number captioned above. At the request of Commission staff, we are refiling the notification in IBFS as a transaction notification. We apologize for any inconvenience this may have caused. Please contact the undersigned if there are any questions regarding this matter. Sincerely, a n M. Griffi% DCOL/GRIFJ/465792.1

KELLEY DRYE & WARREN Lir A LIMITED LIABILITY PARTNERSHIP WASHINGTON HARBOUR, SUITE 400 NEW YORK, NY FACS EM ILE CH1iCAGO, IL 3050 K STREET’ NW (202) 3 42+8 451 $ TAMFORD, CT WASHINGTON, D.C. 20007—5108 www.kelleydrye.com P A RSIPP A NY , NJ (202) 342—8400 BRUSSELS, 8ELGIUM DIRECT LINE: (202) 342—8819 AFFILIATE OFFICES MUMBA!, INOTA EMAIL: wbranti@kelleydrye.com September 16, 2011 V1I1A IBFS Marlene H. Dortch Secretary Federal Communications Commission 445—12th Street SW Washington, DC 20554 Re: XO Communications, LLC ITC—214—20001117—00674 Section 63.24(f) Notification of Pro Forma Transfer of Control Dear Ms. Dortch: XO Communications, LLC ("XO LLC"), by its counsel and pursuant to Section 63.24(f) of the Commission‘s Rules, hereby notifies the Commission of a pro forma change in XO LLC‘s ownership. XO LLC holds the international Section 214 authorization referenced above. The proforma transaction involved the merger ("Merger") of XO Merger Corp. ("Merger Sub") into XO LLC‘s parent company, XO Holdings, Inc. ("XO Holdings"). Merger Sub was a wholly—owned subsidiary of five (5) entities — Arnos Corp., Arnos Sub Corp., ACF Industries Holding Corp., Highcrest Investors Corp., and Barberry Corporation (together, the "Parent Group") — that collectively held approximately 92% of the voting interests in XO Holdings before closing. The Parent Group is controlled by Carl C. Icahn; The Merger was consummated on August 18, 2011 and XO Holdings was the surviving entity. At the effective time of the Merger, all common stock in XO Holdings other than the common stock held by the Parent Group was cancelled and automatically converted into a right for the stockholders to receive cash and other consideration. As such, XO Holdings became a wholly—owned subsidiary of the Parent Group as a result of the Merger. Shortly following the Merger, on August 31, 2011, XO Holdings, a Delaware corporation, was converted into a Delaware limited liability DCOL/GRIFI/452363.8

KELLEY DRYE & WARREN iLr Marlene H. Dortch September 16, 2011 Page Two company ("XO Holdings, LLC").‘ Arnos Corp., Arnos Sub Corp. and ACF Industries Holding Corp. also converted into limited liability companies. Before the Merger, Mr. Icahn held a controlling, majority indirect ownership interest in XO Holdings through the Parent Group and thus in XO LLC. After the transaction, Mr. Icahn holds a controlling, 100% indirect ownership interest in XO Holdings, LLC through the Parent Group and thus in XO LLC. Thus, the transaction was pro forma as a corporate reorganization that involved no substantial change in the beneficial ownership of XO LLC. Appended hereto as Exhibit A is a diagram showing the corporate ownership structure of XO LLC following the pro forma transaction (and conversions). In accordance with Section 63.24(f) of the Commission‘s Rules, XO LLC provides the following information in paragraphs (a) through (d) and (h) of §63.18 for the transferee: (a) The address and telephone numberof the transferee is: XO Communications, LLC ("XO LLC") 13865 Sunrise Valley Drive Herndon, Virginia 20171—4661 (703) 547—2000 (b) XO LLC is a limited liability company organized under the laws of the State of Delaware. XO LLC previously notified the Commission that it provides international telecommunications services through five wholly—owned subsidiaries: XO Communications Services, Inc. ("XOCS"), a Delaware corporation (See Report No. TEL—00942, DA No. 05—2397, rel. Sept. 1, 2005, citing June 2, 2005 letter of XO LLC in File No. ITC—214—20001117—00674); XO Virginia, LLC, a Washington limited liability company and Telecommunications of Nevada, LLC, a Delaware limited liability company (See Report No. TEL—003228, File No, ITC— 214—200011177—00674, rel. 12/1/00); XO International, Inc. ("XO Intl."), a Delaware corporation (See Report No. TEL—O01364, DA No. 09—1254, rel. June 4, 2009, citing May 8, 2009 letter of XO LLC in File No. ITC—214—20001117— 00674); and XO NS, Inc., a Nova Scotia corporation (letter of XO LLC in File No. ITC—214—20001117—00674 filed November 5, 2007). Shortly following the Merger, XOCS and XO Intl. were converted into Delaware limited liability companies. Today, XO LLC provides international services through these five entities. DCO1/GRIFI/452363.8

KELLEY DRYE & WARREN uur Marlene H. Dortch September 16, 2011 Page Three (c) Correspondence concerning this notice should be sent to: Joan M. Griffin KELLEY DryE & WARREN LLP 3050 K Street N. W., Suite 400 Washington, D.C. 20007 (202) 342—8573 jgriffin@kelleydrye.com (d) XO LLC holds the international Section 214 authorization referenced above. (h) XO LLC is directly, wholly—owned by XO Holdings, LLC, a Delaware limited liability company located at 13865 Sunrise Valley Drive, Herndon, Virginia 20171—4661, that functions as a holding company. The following entities directly hold 10% or more of the voting and equity interests in XO Holdings, LLC: Arnos LLC ("Arnos"), a Nevada limited liability company, directly holds approximately 45.2% of the equity and voting interests in XO Holdings, LLC. Arnos Sub LLC ("Arnos Sub"), a wholly—owned subsidiary of Arnos and a Delaware limited liability company, directly holds approximately 2.52% of the equity and voting interests in XO Holdings, LLC. ACF Industries Holding LLC ("ACF"), a Delaware limited liability company, directly holds approximately 41.24% of the equity and voting interests in XO Holdings, LLC. Highcrest Investors Corp. ("Highcrest"), a Delaware corporation, directly holds approximately 6.04% of the equity and voting interests in XO Holdings, LLC. Arnos, Amos Sub, ACF and Highcrest are indirectly owned and controlled by Carl C. Icahn, a U.S. citizen. Arnos is 100% owned by Unicorn Associates1 LLC ("Unicorn," formerly known as Unicorn Associates Corporation), a New York limited liability company, which is 100% owned by ACF, ACF is 100% owned by Highcrest. Highcrest is approximately 99% owned by Buffalo Investors! LLC ("Buffalo," formerly known as Buffalo Investors Corp.), a New York limited liability company, which is in turn directly and wholly owned by Starfire Holding Corporation ("Starfire"), a Delaware corporation. Mr. Icahn controls either directly or indirectly 100% of Starfire‘s stock. DCOI/GRIFJ/452363.8

KELLEY DRYE & WARREN iur Marlene H. Dortch September 16, 2011 Page Four Mr. Icahn also owns and controls an additional entity with direct ownership interest in XO Holdings, LLC: Barberry Corporation ("Barberry"), a Delaware corporation, which holds approximately 5 % of the equity and voting interests in XO Holdings, LLC. Barberry is 100% owned by Mr. Icahn. In sum, through his direct and indirect ownership of Arnos, Arnos Sub, ACF, Highcrest and Barberry, Mr. Icahn indirectly holds 100% of the voting and equity interests in XO Holdings, LLC, and thus in XO LLC. Mr, Icahn‘s principal occupation is acting as President and a director of Starfire, and as the Chairman of the Board and a director of various of Starfire‘s subsidiaries. Starfire, Buffalo, Highcrest and ACF are primarily engaged in the business of investing in and holding securities of various entities. Barberry, Unicorn, Arnos and Arnos Sub are primarily engaged in the business of holding and investing in securities. The address of Carl C. Icahn is 767 Fifth Avenue, 4789 Floor, New York, New York 10153. The principal business address of Starfire, Buffalo, Highcrest, ACF, Unicorn, Arnos, Arnos Sub and Barberry is White Plains Plaza, 445 Hamilton Avenue, Suite 1210, White Plains, New York 10601. There are no other entities that directly or indirectly own at least 10 percent of the equity of XO LLC. There will be no interlocking directorates with any foreign carrier. A certification that the transfer of control was pro forma and that, together with all previous pro forma transactions, it does not result in a change in the actual controlling party is appended hereto as Exhibit B. Sincerely, MW m Winafred Brantl DCOL/GRIFI/452363.8

EXHIBIT A OWNERSHIP of XO Communications, LLC CARL C. ICAHN 100% 100% Starfire Holding Corporation Barberry Corporation 100% Buffalo Investors1 LLC 99% Highcrest Investors Corp. 100% ACF Industries Holding LLC 100% Unicorn Associates1 LLC 100% ARNOS LLC 100% ARNOS Sub LLC 2.52 % 45.2 % 41.24 % 6.04 % 5.0 % XO Holdings, LLC 100% XO Communications, LLC

EXHIBIT B The undersigned hereby certifies, with respect to the foregoing notification of a pro forma transfer of control of XO Communications, LLC, that the transfer was pro forma as described in Section 63.24 of the Commission‘s Rules and that this transfer, together with all previous pro forma transactions, does not result in a change of the carrier‘s ultimate control. By: Sikrone Wu Senior Vice President, General Counsel XO Communications, LLC ("XO LLC") 13865 Sunrise Valley Drive Herndon, Virginia, 20171 {(703) 547—2000 Date: W \((, 3+ 1| DCONVORIFIV4q452363.8

Page 1 of 3 Non—docketed Pleadings > QUICK SEARCH % Please print the confirmation screen, because it will not be possi Call Sign ~x] If Commission rules require you to serve your pleading on other partie mail or as otherwise specified by the rules. Filing a pleading through II Lanegimll e Confirmation tuyluet Advanced Search Thank you for your submission. Please make a note of your confirmation n Yesterday‘s Filings Yesterday‘s Actions The following information was submitted with this Pleading: Pleadings and Comments Type of Pleading SES Location Search NOTICE Quick Reports >> Date 09/16/2011 FILE Filer Information Using IBFS >> Kelly Faul 47 CFR@GPO.GOV XO Communications, LLC Resources XO Communications Login 13865 Sunrise Valley Drive Herndon VA 20171 USA RELATED SYSTEMS 7035472000 FRN kelly.faul@xo.com (FCC Registration Number) Contact Information ASR Joan Griffin (Antenna Structure Kelley Drye & Warren LLP Registration) 3050 K Street NW Suite 400 FCC E—Filing Systems Washington DC20007 (FCC Electronic filing USA Systems) 2023428573 jgriffin@kelleydrye.com Proceedings List CONTACT US E—Mail Us File Number Call Sign Apj IBFS Contacts 1B Staff List ITC—214—20001117—00674 XC ittp://licensing.fee.gov/myibfs/pleadingAttachment.do?ssid=162541 7651 &pgid=5 9/16/2011

Page 2 of 3 Call Us Non—Confidential Attachment(s) IBFS Help Line 202—418—2222 Date Uploaded Description Monday—Friday 09/16/2011 Notification of Pro Forma Transfe 8:30am—4:30pm Control > Submit Another Non—docketed Pleading » Return to MyIBFS ittp://licensing.fee.gov/myibfs/pleadingAttachment.do?ssid=1625417651&pgid=5 9/16/2011


Document Created: 2019-04-18 23:14:44
Document Modified: 2019-04-18 23:14:44
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