Attachment Notification

This document pretains to ITC-T/C-20121009-00254 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2012100900254_970586

Jean L. Kiddoo Brett P. Ferenchak jean.kiddoo@bingham.com brett.ferenchak@bingham.com October 9, 2012 Via IBFS Marlene H. Dortch, Secretary Federal Communications Commission 445 12th Street, S.W. Room TW-A325 Washington, DC 20554 Attn: International Bureau Re: Notification Regarding Pro Forma Transfer of Control of the International Section 214 Authorization of ITC Global USA, LLC Dear Ms. Dortch: Riverside Fund IV, L.P. (“Riverside”), by undersigned counsel and pursuant to 47 C.F.R. § 63.24(f), notifies the Commission that the pro forma transfer of control of the International Section 214 Authorization of ITC Global USA, LLC (“Licensee”) was completed on September 27, 2012. The pro forma transfer of control resulted from the insertion of ITC Global Holdings, LLC (“Holdings”) between ITC Global, Inc. (“ITC Parent”), the parent company of Licensee, and the equity holders of ITC Parent, including Riverside. Since Riverside was the ultimate majority owner of Licensee before and after the insertion of Holdings, the transaction was pro forma in nature. Information Required by Section 63.24(f)(2) As required by Section 63.24(f)(2), Riverside provides the following information required by 63.18(a) through (d) and (h): Sections 63.18(a): Name, address and telephone number of the parties: Riverside Fund IV, L.P. 699 Boylston Street, 14th Floor Boston, MA 02116 Tel: 617-351-2800 Sections 63.18(b): Organization of the parties: Riverside is a Delaware limited partnership. A/75193496.2

Marlene H. Dortch, Secretary October 9, 2012 Page 2 Licensee is a Florida limited liability company. Holdings is a Delaware limited liability company Section 63.18(c): Correspondence concerning this filing should be sent to Riverside’s counsel: Jean L. Kiddoo Brett P. Ferenchak Bingham McCutchen LLP 2020 K Street, N.W. Washington, DC 20006-1806 202-373-6000 (Tel) 202-373-6001 (Fax) jean.kiddoo@bingham.com brett.ferenchak@bingham.com Section 63.18(d): Licensee is authorized to provide global or limited global facilities-based and resale service pursuant to International 214 Authorization granted in IB File No. ITC-214-20110609-00184. Sections 63.18(h): See Attachment 1 for the ownership of Licensee and Riverside. Riverside certifies that the conversion was pro forma and that, together with all previous pro forma transactions, did not result in a change in the actual controlling party of the Licensee. * * * * This notification letter is being filed electronically via MyIBFS. Please direct any questions to the undersigned. Respectfully submitted, Jean L. Kiddoo Brett P. Ferenchak Counsel for Riverside A/75193496.2

ATTACHMENT 1 Answer to Question 11 - Section 63.18(h) Ownership Information As discussed in the Description of Transaction below, ITC Global Holdings, LLC (“Holdings”) was inserted between ITC Global, Inc. (“ITC Parent”), the parent company of ITC Global USA, LLC (“Licensee”), and the equity holders of ITC Parent, including Riverside Fund IV, L.P. (“Riverside”) (the “Pro Forma Insertion”). As a result of the Pro Forma Insertion, ITC Parent is a wholly owned direct subsidiary of Holdings while Riverside, which was the majority direct owner of ITC Parent, is the majority direct owner of Holdings. The following entities currently (post-Pro Forma Insertion) hold, directly or indirectly, a 10% or greater interest1 in the Licensee as calculated pursuant to the Commission ownership attribution rules for international telecommunications carriers: The following entity holds a ten percent or greater direct interest in ITC Global USA, LLC: Name: ITC Global, Inc. (“ITC Parent”) Address: 53 Central Avenue Needham, Massachusetts 02494 Citizenship: U.S. (Delaware) Interest Held: 100% Principal Business: Communications The following entity holds a ten percent or greater direct interest in ITC Global USA, Inc.: Name: ITC Global Holdings, LLC (“Holdings”) Address: 53 Central Avenue Needham, Massachusetts 02494 Citizenship: U.S. (Delaware) Interest Held: 100% Principal Business: Holding Company 1 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests. A/75193496.2

The following entities hold a ten percent or greater direct interest in ITC Global Holdings, LLC: Name: Riverside Fund IV, L.P. (“Riverside”) Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. (Delaware) Interest Held: 59.50% Equity; 64.24% Voting Principal Business: Investments Name: Riverside Fund IV Offshore, L.P. (“Riverside Offshore”) Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. (Delaware) Interest Held: 20% Equity; 0% Voting Principal Business: Investments The general partner of Riverside Offshore is Riverside Partners IV, L.P., which is also the general partner of Riverside and whose information is provided below. To Riverside’s knowledge, no person or entity owns or controls a 10% or greater indirect interest in Licensee through Riverside Fund IV Offshore, L.P. Name: Fine Spotted Partners, LLC (“FSP”) Address: c/o ITC Global, Inc. 53 Central Avenue Needham, Massachusetts 02494 Citizenship: U.S. Interest Held: less than 10% Equity; 11.09% Voting Principal Business: Investment The sole member of FSP is Michael Monier, a U.S. citizen, who can also be reached through ITC Global, Inc. To Riverside’s knowledge, no other person or entity holds a 10% or greater indirect interest in Licensee through an ownership interest in Fine Spotted Partners, LLC. Attachment 1 - Page 2 A/74513476.1

The following entities hold a ten percent (10%) or greater interest in Riverside Fund IV, L.P.: (1) Name: Riverside Partners IV, L.P. Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. (Delaware) Interest Held: General Partner Principal Business: Investment (2) Name: Yale University Address: 55 Whitney Avenue, 5th Floor New Haven, Connecticut Citizenship: U.S. Interest Held: 14.81% Limited Partner Principal Business: Education (3) Name: Arkansas Teacher Retirement System Address: 1400 West Third Street Little Rock, Arkansas Citizenship: U.S. Interest Held: 13.16% Limited Partner Principal Business: Investment (4) Name: West Virginia Investment Management Board Address: 500 Virginia Street, Suite 200 Charleston, West Virginia 25301 Citizenship: U.S. Interest Held: 13.16% Limited Partner Principal Business: Investment No individual or entity holds a ten percent (10%) or greater interest in Yale University, Arkansas Teacher Retirement System or the West Virginia Investment Management Board. The following individuals or entities hold a ten percent (10%) or greater interest in Riverside Partners IV, L.P.: (1) Name: David Belluck Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. Interest Held: Less than 50% Principal Business: Individual Attachment 1 - Page 3 A/74513476.1

(2) Name: Brian Guthrie Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. Interest Held: Less than 50% Principal Business: Individual (3) Name: Steve Kaplan Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. Interest Held: Less than 50% Principal Business: Individual (4) Name: Riverside Partners IV, LLC Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. (Delaware) Interest Held: General Partner Principal Business: Investment Riverside Partners IV, L.P. is controlled by an investment committee composed of six members, who are: David Belluck, Philip Borden, Ian Bosco, Brian Guthrie, Steve Kaplan, and Jon Lemelman. All members of the investment committee are United States citizens and the business address for each member of the investment committee is: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 The sole members of Riverside Partners IV, LLC are: (1) Name: David Belluck Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. Interest Held: Greater than 50% Principal Business: Individual Attachment 1 - Page 4 A/74513476.1

(2) Name: Brian Guthrie Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. Interest Held: Less than 50% Principal Business: Individual Answer to Question 12 - Section 63.18(h) Interlocking Directorates Neither Licensee nor Riverside has any interlocking directorates with a foreign carrier. Answer to Question 13 - Description of Pro Forma Transfer of Control Prior to the Pro Forma Insertion, Licensee was a wholly owned direct subsidiary of ITC Parent and ITC Parent was directly owned (majority) by Riverside. On September 27, 2012, ITC Global Merger Sub, LLC (“Merger Sub”), a wholly owned direct subsidiary of Holdings, merged with and into ITC Parent, whereupon the separate existence of Merger Sub ceased and ITC Parent was the surviving entity. As a result of the merger, Holdings is directly owned (majority) by Riverside and ITC Parent is a wholly owned direct subsidiary of Holdings. Licensee remains a wholly owned direct subsidiary of ITC Parent and indirectly owned (majority) by Riverside following the Pro Forma Insertion, but Holdings is a new link in the chain of ownership between Licensee and Riverside. Since the ultimate majority owner of Licensee has not changed as a result of the Pro Forma Insertion, the Pro Forma Insertion was purely pro forma in nature. Charts depicting the pre- and post-Pro Forma Insertion ownership structure of Licensee are attached hereto. The Pro Forma Insertion served the public interest. Following the Pro Forma Insertion, Licensee continues to provide service to its customers under the same rates, conditions and terms of service. Riverside emphasizes that the Pro Forma Insertion was seamless and completely transparent to Licensee’s customers. Also, the Pro Forma Insertion did not have any adverse impact on competition. No existing or potential competitors were eliminated as a result of the Pro Forma Insertion. Instead, Licensee continues to provide service to its customers, furthering the Commission’s policies favoring competition and diversity of services. Attachment 1 - Page 5 A/74513476.1

Pre-Pro Forma Insertion Ownership Structure Sole Members Brian David Guthrie Belluck Limited Limited Riverside Partner Partner Steve Partners IV, LLC Kaplan General Limited Partner Partner Arkansas West Virginia Teacher Investment Riverside Yale Retirement Management Partners IV, L.P. University System Board General 14.81% 13.16% 13.16% Partner LP LP LP Michael Monier 100% Fine Spotted Riverside Fund IV, L.P. Partners, LLC (“Riverside”) 13.19% Equity 57.46% Equity 11.09% Voting 64.24% Voting ITC Global, Inc. (“ITC Parent”) 100% ITC Global USA, LLC (“Licensee”)

Post-Pro Forma Insertion Ownership Structure Sole Members Brian David Guthrie Belluck Limited Limited Partner Partner Riverside Steve Partners IV, LLC Kaplan General Limited Partner Partner Arkansas West Virginia Teacher Investment Riverside Yale Retirement Management Partners IV, L.P. University System Board Michael Monier General 14.81% 13.16% 13.16% General Partner LP LP LP 100% Partner Fine Spotted Riverside Fund IV Riverside Fund IV, L.P. Partners, LLC Offshore, L.P. (“Riverside”) <10% Equity 20.00% Equity 59.50% Equity 13.19% Voting 0% Voting 64.24% Voting ITC Global Holdings (“Holdings”) 100% ITC Global, Inc. (“ITC Parent”) 100% ITC Global USA, LLC (“Licensee”)

VERIFICATION I, Steve Kaplan, state that I am (1) an Authorized Representative of Riverside Partners IV, LLC, which is the general partner of Riverside Partners IV, L.P., which in turn is the general partner of Riverside Fund IV, L.P. and (2) Chairman of ITC Global, Inc., the sole member and manager of ITC Global USA, LLC; that the foregoing filing was prepared under my direction and supervision; and that the contents are true and correct to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this fl day of October 2012. _ y Name: Steve Kaplan Title: Authorized Representative Riverside Fund IV, L.P. By: Riverside Partners IV, L.P., its general partner By: Riverside Partners IV, LLC, its general partner Title: Chairman ITC Global, Inc. (the sole member and manager of ITC Global USA, LLC) A/75143887.2


Document Created: 2012-10-09 11:21:10
Document Modified: 2012-10-09 11:21:10
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