Attachment Notification

This document pretains to ITC-T/C-20120125-00012 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2012012500012_936636

KELLEY DRYE & WARREN ucr A LIMITED L{ABILITY PARTNERSHIP WASHINGTON HARBOUR, SUITE 400 NEW YORK, NY F A C SIMILE CHICAGO, IL 3050 KSTREET! NW (202) 34218451 §TAMFORD, CT WASH'NGTON, D.C. 20007—5108 www.kelleydrye.com P A RSIP P A NY , NJ (202) 342—8400 BRUSSELS, BELGIUM DIRECT LINE: (202) 342—8573 AFFILIATE OFFICES EMAIL: jgriffin@kelleydrye.com MUMBA!, IND LA January 25, 2012 VIA IBFS Marlene Dortch Secretary Federal Communications Commission 445—12th Street SW Washington, D.C. 20554 Re: Notification pursuant to Section 63.24(f) of the Commission‘s Rules of pro forma transfer of control of XO Communications, LLC, File No. ITC— 214—20001117—00674 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." 1 This is the second notification of a pro forma change in the ownership of XO LLC that XO LLC has filed with the Commission in the last six months. XO LLC submitted the first notification, concerning the privatization of XO Holdings, Inc., on September 16, 2011, in File No. ITC— 214—20001117—00674 ("September 2011 Pro Forma Notification"). Counsel resubmitted the September 2011 Pro Forma Notification on December 29, 2011 due to filing errors with the original submission. See File No. ITC— T/C—20111229—00422, granted Jan. 11, 2012. XO LLC previously notified the Commission that it provides international telecommunications services through five wholly—owned subsidiaries: XO Communications Services, LLC, a Delaware limited liability company; XO Virginia, LLC, a Washington limited liability company; Telecommunications of Nevada, LLC, a Delaware limited liability company; XO International, LLC, a Delaware limited liability company; and XO NS, Inc., a Nova Scotia corporation. See September 2011 Pro Forma Notification at 2, n.1. DCOI/GRIFJ/466376.3

KELLEY DRYE & WARREN iur Marlene Dortch January 25, 2012 Page Two Prior to January 1, 2012, XO LLC was a direct, wholly—owned subsidiary of XO Holdings, LLC ("Holdings"), a Delaware limited liability company and a holding company. Various U.S. entities controlled by Carl C. Icahn (the "Parent Group") collectively held 100% of the voting interests in Holdings. Members of the Parent Group included but were not limited to ACF Industries Holding LLC ("ACF"), Barberry Corporation ("Barberry"), and Highcrest Investors, LLC (“Highcrest”).3 Holdings and certain members of the Parent Group entered into various agreements the purpose of which was to restructure the interests of the Parent Group in Holdings. In the course of implementing these agreements and related actions, various members of the Parent Group were eliminated, new members were added, and direct and indirect interests in Holdings were transferred among Parent Group members. The implementation of these agreements and related actions was completed on or about January 1, 2012. As of completion, ACF Industries Holding Sub LLC ("ACF Sub"), a Delaware limited liability company and a new wholly—owned subsidiary of ACF, and Barberry Sub LLC ("Barberry Sub"), a Delaware limited liability company and a new wholly—owned subsidiary of Barberry, held 100% of the direct interests in Holdings. ACF Sub held 98.48% of the direct interests in Holdings, while Barberry Sub held 1.52%. On or around January 1, 2012, Holdings was converted from a Delaware limited liability company into a Delaware general partnership named XO Holdings ("Holdings G.P."). ACF Sub and Barberry Sub are the general partners of Holdings G.P. and thus control Holdings G.P. ACF Sub and Barberry Sub, like all other members of the Parent Group, are ultimately owned and controlled by Mr. Icahn. As such, the transaction described above does not result in a change in the actual control of XO LLC and is pro forma in nature. Appended hereto as Exhibit A is a diagram showing the corporate ownership structure of XO LLC following the pro forma transaction. 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: Highcrest Investors LLC was converted from a corporation into a limited liability company in September, 2011. DCOL/GRIFI/M466376.3

KELLEY DRYE & WARREN Lur Marlene Dortch January 25, 2012 Page Three (a) The address and telephone number of 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. (c) Correspondence concerning this notice should be sent to: Joan M. Griffin KELLEY DrvE & WARREN LLP 3050 K Street N.W., Suite 400 Washington, D.C. 20007 (202) 342—8 573 jgriffin@kelleydrye.com (d) XO LLC holds the international Section 214 authorization referenced above. (h) XO LLC is directly and wholly owned by XO Holdings, a Delaware general partnership ("Holdings G.P.") located at 13865 Sunrise Valley Drive, Herndon, Virginia 20171—4661, that functions as a holding company. ACF Industries Holding Sub LLC ("ACF Sub"), a Delaware limited liability company, and Barberry Sub LLC ("Barberry Sub"), a Delaware limited liability company, are the general partners of Holdings G.P. ACF Sub holds 98.48% of the direct interests in Holdings G.P. ACF Sub is a wholly—owned subsidiary of ACF Industries Holding LLC ("ACF"). ACF is a wholly—owned subsidiary of Highcrest Investors LLC, ("Highcrest"), a Delaware limited liability company. Highcrest is 100% owned by Buffalo Investors1 LLC ("Buffalo"), a New York limited liability company, which is in turn directly and wholly owned by Starfire Holding Corporation ("Starfire"), a Delaware corporation. Carl C. Icahn, a U.S. citizen, controls either directly or indirectly 100% of Starfire‘s stock. DCOL/GRIFJ/466376.3

KELLEY DRYE & WARREN iur Marlene Dortch January 25, 2012 Page Four Barberry Sub holds 1.52% of the direct interests in Holdings G.P. Barberry Sub is a wholly—owned subsidiary of Barberry Corporation (‘Barberry"). Mr. Icahn controls either directly or indirectly 100% of Barberry‘s stock. 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, ACF, ACF Sub, Barberry, and Barberry Sub are primarily engaged in the business of investing in and holding securities of various entities. The address of Carl C. Icahn is 767 Fifth Avenue, 47° Floor, New York, New York 10153. The principal business address of Starfire, Buffalo, Highcrest, ACF, ACF Sub, Barberry, and Barberry Sub 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 are 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. Please contact the undersigned counsel if you have any questions regarding this matter. Sincerely, 6 M. Griffin Its Attorney DCOL/GRIFJ/466376.3

EXHIBIT A Page 1 of 2 OWNERSHIP of XO Communications, LLC As of September, 2011 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 A Page 2 of 2 OWNERSHIP of XO Communications, LLC On or about January 1, 2012 CARL C. ICAHN 100% 100% Starfire Holding Corporation Barberry Corporation 100% 100% Buffalo Investors1 LLC Barberry Sub LLC 99% Highcrest Investors LLC 100% ACF Industries Holding LLC 100% ACF Industries Holding Sub LLC 1.52 % 98.48 % XO Holdings 100% XO Communications, LLC Notes ACF Industries Holdings Sub LLC and Barberry Sub LLC are the general partners of XO Holdings.

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: _\.3 tj/(/@/H Simone Wu Executive Vice President, General Counsel XO Communications, LLC ("XO LLC") 13865 Suntise Valley Drive Herndon, Virginia, 20171 {(703) 547—2000 Date: t /.;()//ra’?)’ 2 DCQ/GRIFI/466376.3


Document Created: 2019-04-14 05:13:11
Document Modified: 2019-04-14 05:13:11
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