Attachment Pro Forma Notice

This document pretains to ITC-T/C-20120821-00204 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2012082100204_964075

Ronald W. Del Sesto, Jr. Jeffrey R. Strenkowski r.delsesto@bingham.com jeffrey.strenkowski@bingham.com August 21, 2012 Via IBFS Marlene H. Dortch, Secretary Office of the Secretary Federal Communications Commission 445 12th Street, S.W. Room TW-A325 Washington, DC 20554 Attn: International Bureau Re: Notification Regarding Insertion of New Holding Company Resulting in the Pro Forma Transfer of Control of IntelePeer, Inc. Dear Ms. Dortch: IntelePeer, Inc. (“IntelePeer”), by undersigned counsel and pursuant to 47 C.F.R. § 63.24(f), notifies the Commission a new holding company, IntelePeer Holdings, Inc. (“Holdings” and together with IntelePeer, the “Parties”), was inserted into the corporate structure of IntelePeer resulting in a pro forma transfer of control of IntelePeer. Information Required by Section 63.24(f)(2) As required by Section 63.24(f)(2), the Company provides the following information required by 63.18(a) through (d) and (h): Sections 63.18(a): Name, address and telephone number of the Company: IntelePeer Holdings, Inc. IntelePeer, Inc. 2855 Campus Drive Suite 200 San Mateo, CA 94403 T: +1.650.525.9200 F: +1.650.287.2628 Sections 63.18(b): Organization of the Parties: IntelePeer and Holdings are both Delaware corporations. A/75110763.1

Marlene H. Dortch, Secretary August 21, 2012 Page 2 Section 63.18(c): Correspondence concerning this filing should be sent to the Company’s counsel: Ronald W. Del Sesto, Jr. Jeffrey R. Strenkowski Bingham McCutchen LLP 2020 K Street, N.W. Washington, DC 20006-1806 202-373-6000 (Tel) 202-373-6001 (Fax) r.delsesto@bingham.com jeffrey.strenkowski@bingham.com Section 63.18(d): IntelePeer holds international Section 214 authority to provide facilities-based service in accordance with Section 63.18(e)(1) of the rules, and also to provide service in accordance with Section 63.18(e)(2) of the rules pursuant to Commission authority granted in FCC File No. ITC-214-20030529-00263. IntelePeer also holds blanket domestic 214 authority. Sections 63.18(h): The pre- and post-transactions ownership of IntelePeer is set forth below. Pre-Transaction Ownership: Name: VantagePoint Venture Partners 2006(Q), L.P. Address: 1001 Bayhill Drive, Suite 300, San Bruno, CA 94066 Citizenship: Delaware Principal Business: Investments Interest: 20.39% (fully-diluted), 27.86% (outstanding) direct in IntelePeer, Inc. The General Partner of VantagePoint Venture Partners 2006(Q), L.P. is VantagePoint Venture Associates 2006, LLC (a Delaware limited liability company). Due to his authority as a Managing Member of VantagePoint Venture Associates 2006, LLC, Alan E. Salzman (a U.S. citizen) may be deemed to have beneficial ownership over shares held by VantagePoint Venture Partners 2006(Q), L.P. Mr. Salzman disclaims beneficial ownership except to the extent of his pecuniary interest in those shares. The address for both VantagePoint entities and for Mr. Salzman is 1001 Bayhill Drive, Suite 300, San Bruno, CA 94066. Name: Kennet II L.P. Address: 950 Tower Lane, Suite 1710, Foster City, CA 94404 Citizenship: Guernsey Principal Business: Investments Interest: 20.30% (fully-diluted), 27.74% (outstanding) direct, 20.39% (fully-diluted), 21.45% (outstanding) indirect in IntelePeer, Inc. A/75110763.1

Marlene H. Dortch, Secretary August 21, 2012 Page 3 (through its affiliate King Street Partners L.P., which holds 0.09% (fully-diluted), 0.12% (outstanding)). Pursuant to a management agreement, Kennet Capital Management (Jersey) Limited (“KCMJL”), a Jersey company, has sole voting and investment power over the shares held by Kennet II L.P. The board of directors of KCMJL consists of Michael Harrop (a U.K. citizen), David King (a U.K. citizen) and Jane Stammers (a U.K. citizen), who share such voting and investment power. KCMJL has appointed Javier Rojas (a U.S. citizen) as its representative to the Company's board of directors. Each of Michael Harrop, Jane Stammers, David King and Javier Rojas disclaim beneficial ownership except to the extent of his or her pecuniary interest in these shares. The address of KCMJL is 47 Esplanade, St. Helier, Jersey JE1 0BD Channel Islands. Name: IVS A/S Address: Sundkrogsgade 7, 2100 Copenhagen, Denmark Citizenship: Denmark Principal Business: Investments Interest: 2.60% (fully-diluted), 3.56% (outstanding) direct, 7.81% (fully- diluted), 10.67% (outstanding) indirect in IntelePeer, Inc. (through its subsidiary IVS Fund II K/S, which holds 5.21% (fully-diluted), 7.12% (outstanding)). The Board of Directors of IVS A/S has sole voting power over the shares held by IVS Fund II K/S and IVS A/S. The board of directors of IVS A/S consists of Lars Bruhn (a Danish citizen), Peter Aagaard (a Danish citizen), Soren Fogtdal (a Danish citizen), Preben Mejer (a Danish citizen), and Frank Ewald (a Danish citizen), who share such voting and investment power. Each of Lars Bruhn, Peter Aagaard, Soren Fogtdal, Preben Mejer, and Frank Ewald disclaim beneficial ownership except to the extent of his or her pecuniary interest in these shares. The address for each of the board members is Sundkrogsgade 7, 2100 Copenhagen, Denmark. Post-Transaction Ownership: Name: IntelePeer Holdings, Inc. Address: 2855 Campus Drive, Suite 200, San Mateo, CA 94403 Citizenship: Delaware Principal Business: Holding Company Interest: 100% direct in IntelePeer, Inc. Name: VantagePoint Venture Partners 2006(Q), L.P. Address: 1001 Bayhill Drive, Suite 300, San Bruno, CA 94066 Citizenship: Delaware A/75110763.1

Marlene H. Dortch, Secretary August 21, 2012 Page 4 Principal Business: Investments Interest: 20.39% (fully-diluted), 27.86% (outstanding) direct in IntelePeer Holdings, Inc. The General Partner of VantagePoint Venture Partners 2006(Q), L.P. is VantagePoint Venture Associates 2006, LLC (a Delaware limited liability company). Due to his authority as a Managing Member of VantagePoint Venture Associates 2006, LLC, Alan E. Salzman (a U.S. citizen) may be deemed to have beneficial ownership over shares held by VantagePoint Venture Partners 2006(Q), L.P. Mr. Salzman disclaims beneficial ownership except to the extent of his pecuniary interest in those shares. The address for both VantagePoint entities and for Mr. Salzman is 1001 Bayhill Drive, Suite 300, San Bruno, CA 94066. Name: Kennet II L.P. Address: 950 Tower Lane, Suite 1710, Foster City, CA 94404 Citizenship: Guernsey Principal Business: Investments Interest: 20.30% (fully-diluted), 27.74% (outstanding) direct, 20.39% (fully-diluted), 21.45% (outstanding) indirect in IntelePeer Holdings, Inc. (through its affiliate King Street Partners L.P., which holds 0.09% (fully-diluted), 0.12% (outstanding)). Pursuant to a management agreement, Kennet Capital Management (Jersey) Limited (“KCMJL”), a Jersey company, has sole voting and investment power over the shares held by Kennet II L.P. The board of directors of KCMJL consists of Michael Harrop (a U.K. citizen), David King (a U.K. citizen) and Jane Stammers (a U.K. citizen), who share such voting and investment power. KCMJL has appointed Javier Rojas (a U.S. citizen) as its representative to the Company's board of directors. Each of Michael Harrop, Jane Stammers, David King and Javier Rojas disclaim beneficial ownership except to the extent of his or her pecuniary interest in these shares. The address of KCMJL is 47 Esplanade, St. Helier, Jersey JE1 0BD Channel Islands. Name: IVS A/S Address: Sundkrogsgade 7, 2100 Copenhagen, Denmark Citizenship: Denmark Principal Business: Investments Interest: 2.60% (fully-diluted), 3.56% (outstanding) direct, 7.81% (fully- diluted), 10.67% (outstanding) indirect in IntelePeer Holdings, Inc. (through its subsidiary IVS Fund II K/S, which holds 5.21% (fully-diluted), 7.12% (outstanding)). The Board of Directors of IVS A/S has sole voting power over the shares held by IVS Fund II K/S and IVS A/S. The board of directors of IVS A/S consists of Lars Bruhn (a Danish citizen), Peter Aagaard (a A/75110763.1

Marlene H. Dortch, Secretary August 21, 2012 Page 5 Danish citizen), Soren Fogtdal (a Danish citizen), Preben Mejer (a Danish citizen), and Frank Ewald (a Danish citizen), who share such voting and investment power. Each of Lars Bruhn, Peter Aagaard, Soren Fogtdal, Preben Mejer, and Frank Ewald disclaim beneficial ownership except to the extent of his or her pecuniary interest in these shares. The address for each of the board members is Sundkrogsgade 7, 2100 Copenhagen, Denmark. To the best of the Parties’ knowledge, no other person or entity holds a 10% or greater interest in IntelePeer. To the best of the Parties’ knowledge, IntelePeer does not have any interlocking directorates with a foreign carrier. The Parties certify that the insertion of Holdings was pro forma and that, together with all previous pro forma transactions, did not result in a change in the actual controlling party of IntelePeer. Answer to Question 13 - Description of Pro Forma Transfer of Control A new holding company, Holdings, was inserted in the corporate chain directly above IntelePeer. Since the previous owners of IntelePeer now hold the same ownership percentages in Holdings, the ultimate ownership and control of IntelePeer did not change as a result of the pro forma insertion of Holdings. * * * * This notification letter is being filed electronically via MyIBFS. Please direct any questions to the undersigned. Respectfully submitted, Ronald W. Del Sesto, Jr. Jeffrey R. Strenkowski Counsel for IntelePeer, Inc. and IntelePeer Holdings, Inc. A/75110763.1

VERIFICATION STATE OF CALIFORNIA 6 § ss: COUNTY OF SAN MATEO § I, Todd Smith, state that I am the Vice President, Corporate Controller of IntelePeer, Inc. and IntelePeer Holdings, Inc. that I am authorized to make this Verification on behalf of the Parties (as defined in the Notice Letter); that the foregoing filing was prepared under my direction and supervision; and that the contents are true and correct to the best ofmy knowledge, information, and belief. 2c Todd Smith Vice President, Corporate Controller IntelePeer, Inc. IntelePeer Holdings, Inc. Sworn and subscribed before me this ‘l( !W‘ day of August, 2012. Notary Public My commission expires: p BANDANA SINGH U w Commission # 1934038 s Notary Public — California San Mateo County A/TS110763.1


Document Created: 2012-08-21 12:50:38
Document Modified: 2012-08-21 12:50:38
© 2025 FCC.report
This site is not affiliated with or endorsed by the FCC