Attachment 20170801132238-003.p

20170801132238-003.p

SUPPLEMENT

Supplement

2013-06-05

This document pretains to ITC-T/C-20130605-00164 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2013060500164_1613662

U.S. Department of Justice National Security Division Assistant Attorney General Washington, D.C. 20530 June 28, 2013 By E-File Ms. Marlene H. Dortch Federal Communications Commission 445 12th St. SW, Room TW-B204 Washington, DC 20554 Re: Primus Telecommunications Group, Inc. ("Transferor"), Primus Telecommunications, Inc. ("Licensee"), and PTUS, Inc. ("Transferee") FCC-ITC-T/C-20130605-00164 WC Docket No. 13-145 Ref: EB 2013-16 Dear Ms. Dortch: The Department of Justice ("DOJ"), including the Federal Bureau of Investigation ("FBI"), with the concurrence of the Department of Homeland Security ("DHS"), requests that the Federal Communications Commission ("Commission") defer action on the above-referenced application. DOJ, DHS, and FBI ("the Agencies") are currently reviewing this matter for any national security, law enforcement, and public safety issues but have not yet completed that effort. We therefore request that the Commission defer action until such time as the Agencies notify the Commission of the completion of their review and, based on the results of such review, request appropriate action by the Commission. DOJ, DHS, and FBI will advise the Commission promptly upon completion of our review. Thank you for your consideration. Sincerely, Is! Siobhan E. Dupuy Foreign Investment Review Staff National Security Division U.S. Department of Justice 1

cc: David Krech (via email at david.krech@fcc.gov ) Best Copy and Printing, Inc. (via email at fcc@bcpiweb.com ) Myrva Charles (via email at myrva.charles@fcc.gov ) Jim Bird (via email atjim.bird@fcc.gov ) George Li (via George.Li @ fcc. gov ) 2

George Li From: Hojati, Shahram (NSD) <Shahram.Hojati@usdoj.gov > Sent: Friday, June 28, 2013 2:50 PM To: George Li; David Krech; Dennis Johnson; Myrva Charles; Jim Bird; fcc@bcpiweb.com Cc: Sofield, Richard (NSD); Dupuy, Siobhan (NSD) Subject: RE: PIGI - PTUS (WC Docket No. 13-145 and ITC-T/C-20130605-00164) Attachments: FCC Deferral Request Letter - PTGI-PTUS.doc Good Afternoon, For your information, today the attached letter was filed in this proceeding. Thanks, Shahram Hojati DOJ 202-233-0748 1

UbU -u. ITC-T/C-201 S Streamlined 1B201 3001194 Inc. mmunications, Primus Tececo BING HAM Jean L. Kiddoo Danicile C. Burt gham.com jean.kiddoobin ingham.com danie11e.burtb June 5, 2013 Filing Via Electronic tch, Secretary Marlene H. Dor sion ications Commis Federal Commun eau Applications International Bur P.O. Box 979093 197-9700 ations Group, St. Louis, MO 63 Telecommunic ation of Primus L icensee ") the Joint Applic ications, Inc. (" In the Matter of Pr im us Telecommun Section 214 Re: T ra ns fe re e" ), rity Pursuant to Incorporated (" for Grant ofAut ho a Transfer f ("Transferor") d, to Complete and PTUS, Inc. 1934, as amende ications Act of of the Commun Control h: Prirniis Dear Ms. Dortc ated ("PTGI"), roup, Incorpor ively, munications G US") (collect rimus Telecom US, Inc. ("PT On behalf of P PTI"), and P T of control of PT I frcm ions, Inc. (" for the transfer Telecommunicat an application enclosed please "Applicants"), sa PTGI to PTUS. ts submit this fil ing 's rules, Applican sfer the Commission l section 214 tran ion 63.04(b) of and internationa the Pursuant to Sect transfer applicat io n ultaneously filin g tic section 214 licants are sim ith the combined domes lication"). App in accordance w Combined App petition Bureau, applications (" e Wireline Com lication with th Combined App les. hich Commission's ru nt of $1,050.00 w ents in the amou cif the Beijtng edit card paym Section 1.1105 the applicable cr under line 2.b of This filing and Boston r the applications e MyIBFS. Fran kiort fees required fo ically through th satisfy the filing bmitted electron Hartford les, are being su Hong Kong Commission's ru d. to the undersigne London rding this filing y questions rega Los Angetes Please direct an New York hriittcd, Respectfully su ty Orarrge Coun Sort Francsco a Santo Monic y sit;con Valle Tokyo N 1) 2 licants Counsel for App tchon LLP Singhonr McCu David Krech, LB 2020 K Str eet NW cc (via email): lB Washingto n, OC Howard Griboff, , lB oooo6-So6 Sumita Mukhoty 6000 o 202.373 36001 1202 37 bog horn, corn A175574466. I

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554 ) In the Matter of ) ) Primus Telecommunications Group, ) Incorporated, Transferor, ) ) Primus Telecommunications, Inc., Licensee, ) ) File No. ITC-T/C-2013 and ) WCDocketNo. 13- ) PTUS, Inc., Transferee ) ) For Grant of Authority Pursuant to Section 214 ) of the Communications Act of 1934, as amended, ) and Sections 63.04 and 63.24 of the ) Commission's Rules to Complete a ) Transfer of Control of an Authorized Domestic ) and International Section 214 Carrier ) APPLICATION Primus Telecommunications Group, Incorporated ("PTGI"), Primus Telecommunications, Inc. ("PTI"), and PTUS, Inc. ("PTUS") (collectively, "Applicants"), through their undersigned counsel and pursuant to Section 214 of the Communications Act, as amended, 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the Commission's Rules, 47 C.F.R. §S 63.04 & 63.24, respectfully request approval for the transfer of control of PTI to PTUS, a company newly formed for the purposes of completing the transaction described herein ("Transaction"). Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Sections 63.03 and 63.12 of the Commission's Rules, 47 C.F.R. §S 63.03 and 63.12. With respect to the domestic Section 214 authority held by PTI, this Application is eligible for A1755231 11.5

streamlined processing pursuant to Section 63.03(b)(2)(i) because, immediately following the Transaction, (1) PTUS and its affiliates, as defined in Section 3(1) of the Communications Act ("Affiliates"), together will hold less than ten percent (10%) of the interstate, interexchange market; (2) to the limited extent that PTUS and its Affiliates will provide local exchange service it will only be in areas served by dominant local exchange carriers (none of whom is a party to the proposed transaction); and (3) none of the Applicants or their Affiliates is dominant with respect to any service. This Application is also eligible for streamlined processing with respect to PTI's international section 214 authorization pursuant to Section 63.12(c) of the Commission's Rules because, as described in Section IV below, none of the exclusionary criteria set forth in Section 63.12(c) apply. In support of this Application, Applicants provide the following information: I. DESCRIPTION OF APPLICANTS A. Primus Telecommunications Group, Incorporated and Primus Telecommunications, Inc. PTGI is a publicly traded Delaware corporation (NYSE: PTGI) with principal offices at 7901 Jones Branch Drive, Suite 900, McLean, Virginia 22102. Through various indirect operating subsidiaries, PTGI is a global facilities-based integrated provider of advanced telecommunications products and services, including traditional and IP voice, data, broadband Internet, collocation, hosting, and outsourced managed services. In the United States, PTGI's regulated operating subsidiaries include PT!, PTGi International Carrier Services, Inc. ("PTGi ICS"), The St. Thomas and San Jan Telephone Company, Inc., and STSJ Overseas Telephone Company, Inc. PTI is a Delaware corporation with its principal offices at 7901 Jones Branch Drive, Suite 900, McLean, Virginia 22102. (As of July 1, 2013, PTI's address will be 460 Herndon 2 A/755231 11.5

mus olly owned subsidiary of Pri on, VA 20170.) PT! is a wh Parkway, Suite 150, Hernd GI. PTI in turn, wholly owned by PT , Inc. ("Holdings"), which is, Telecommunications Holdings t carrier l services as a non-dominan hority to provide internationa was granted Section 214 aut -214- 4-19951015-0004!, and ITC 4-19960705-00299, ITC-21 pursuant to File Nos. ITC-21 C and under File Nos. ITC-97-638-T the authorizations consolidated 19960215-00015, as well as vices provide domestic interstate ser nket Section 214 authority to ITC-98-202-TC, and holds bla in 49 telecommunications services vide interexchange ("IXC") PTI is also authorized to pro or tariff e certification, registration lumbia pursuant to applicabl states and the District of Co carrier competitive local exchange lated basis, and also holds requirements, or on a deregu of Puerto bia, and the Commonwealth states, the District of Colum ("CLEC") authority in eight Rico. B. PTUS, Inc. completing the poration newly formed for the purposes of PTUS is a Delaware cor d. S'V, ated at 805 Wright Brothers Blv ce of business for PTUS is loc Transaction. The principal pla erncnt ned by York Capital Manag a 52404. PTUS is wholly ow Suite 1, Cedar Rapids, Iow nts and rk holds diversified investme nt firm established in 1991. Yo ("York"), a private investme nts in making controlling investme investments. In addition to manages over $15 billion in Y ork nection with the transaction), ies that become private in con private companies (or compan rang of hout the world across a broad t and equity securities throug invests in publicly traded deb ially to own and control IPTI. ified manag erially, technically and financ sectors. PTUS is well-qual with the teams of PT! that will remain d management and operations In addition to the well-qualifie ies. investor in technology compan ction, York is an experienced company following the Transa in the and non-passive investments has made numerous passive Indeed, over the years, York 3 A!755231 I 1.5

communications and technology sectors, including Leap Wireless International, Abovenet, Inc., and Flag Telecom. H. DESCRIPTION OF THE TRANSACTION On May 10, 2013, PTUS, PTGI and certain of their respective affiliates entered into an Equity Purchase Agreement ("Agreement") whereby, among other things, PTUS will acquire the stock of PTI. The completion of the sale of PTI stock is conditioned on obtaining necessary federal and state regulatory approvals. Prior to the transfer of control of PTI to PTUS, PTI will assign certain of its wholesale assets and its interstate and international wholesale customers to its affiliate PTGi ICS through a pro forma transaction. Thereafter, PTUS will acquire all of the stock of PTI from Holdings, PTGI's wholly owned intermediate subsidiary. By this Application, Applicants seek authorization for the pro forma assignment of wholesale assets and customers from PTI to PTGi ICS and for the transfer of control of PTI to PTUS. For the Commission's reference, pre- and post- transaction organization charts illustrating the current and post-Transaction corporate structure are provided as Exhibit A hereto. Immediately following the Transaction, PTGi ICS will continue to provide service to the wholesale customers at the same rates, terms and conditions as currently provided by PTI, and PTI will continue to provide service to existing retail customers at the same rates, terms and conditions as currently provided. In addition, PT! will continue to be operated by highly experienced, well-qualified management, operation and technical personnel as described in Section II above. There will not be any change to the day-to-day operations of PT! as a result of the Transaction and any future changes in the rates, terms and conditions of service to the affected customers will be undertaken pursuant to customer contracts and the applicable federal and state notice and tariff requirements. Moreover, the location of PTI's billing records, call completion data 4 A/75523 I 11.5

and other subscriber information will remain in the United States following the Transaction and PTI will continue to designate a U.S. citizen as its point of contract for accepting and overseeing compliance with wiretap orders, electronic surveillance orders, pen/trap orders, subpoenas or other legal process by U.S. law enforcement authorities for lawfully authorized electronic surveillance or U.S. records. III. PUBLIC INTEREST CONSIDERATIONS Applicants submit that the Transaction serves the public interest. PTI will continue to provide competitive products and services following the Transaction. The Transaction will not have an adverse impact on competition since no existing or potential competitors will be eliminated or in any way impaired as a result of the Transaction. Instead, PTI will continue to provide service to its retail customers in furtherance of the Commission's policies favoring competition and diversity of services. In addition, the transfer of control of PTI will not result in a change of carrier for PTI's retail customers or any assignment of its Section 214 authorizations. PTI will continue to provide high- quality communications services to its retail customers without interruption and without change in rates, terms or conditions. Accordingly, the Transaction will be transparent to retail customers and in no event will it result in the discontinuance, reduction, loss, or impairment of service to any PTI customers. 5 A/75523 Ii 1.5

IV. INFORMATION REQUIRED BY SECTION 63.24(e) Pursuant to Section 63.24(e) of the Commission's Rules, the Applicants submit the following information requested in Section 63.18 (a)-(d) and (h)-(p) in support of this Application: (a) Name, address and telephone number of each Applicant: Transferor: Primus Telecommunications Group, Incorporated FRN: 0009832866 7901 Jones Branch Drive, Suite 900 McLean, Virginia 22102 Tel: (703) 902-2800 Licensee: Primus Telecommunications, Inc. FRN: 0004647079 7901 Jones Branch Drive, Suite 900 McLean, Virginia 22102 Tel: (703) 902-2800 As of July 1, 2013, PTGI and PTI's address will be: 460 Hemdon Parkway Suite 150 Herndon,VA 20170 Tel: (703) 456- 4100 Transferee: FRN: 0022750137 PTUS, Inc. 805 Wright Brothers Blvd. SW Suite I Cedar Rapids, IA 52404 (b) Jurisdiction of Applicants: PTGI, PTI, and PTUS are each organized under the laws of the State of Delaware. 6 A1755231 11.5

(c) Correspondence concerning this Application should be sent to: For PTGT and PTI: For PTUS: Jean L. Kiddoo Tom W. Davidson Danielle Burt Douglas I. Brandon Bingham McCutchen LLP Akin Gump Strauss Hauer & Feld, LLP 2020 K Street, N.W. 1333 New Hampshire Avenue, N.W. Washington, DC 20006-1806 Washington, DC 20036 (202) 373-6000 (Tel) (202) 887-4000 (Tel) (202) 373-6001 (Fax) (202) 887-4288 (Fax) jean.kiddoo@bingham.com tdavidson@akingump.com danielle.burtbingham.com dbrandon@akingump.com With a copy to: With a copy to: Richard Ramlall Joshua A. Ratner Primus Telecommunications, Inc. PTUS, Inc. 7901 Jones Branch Drive, Suite 900 do York Capital Management McLean, VA 22102 767 Fifth Avenue, 17th Floor Tel: (703) 394-4345 New York, NY 10153 (d) Section 214 Authorizations Held Licensee: PTI is authorized to provide interstate service by virtue of blanket domestic Section 214 authority. PTI has international Section 214 authority pursuant to File Nos. ITC-214-19960705-00299,1 ITC-214- 1995101500041,2 and ITC-214-19960215-00015,3 as well as the authorizations consolidated under File Nos. ITC-97-638-TC and ITC-98- 202-TC. Transferor: PTGI does not hold international or domestic Section 214 authority. In addition to PTT, the following indirect subsidiaries of PTGI hold FCC Section 214 authority: PTGi International Carrier Services, Inc. is authorized to provide interstate service by virtue of blanket domestic Section 214 authority and holds international Section 214 authority pursuant to File No. ITC-214- 20080131-00042. Arbinet Corporation holds international Section 214 authority pursuant to File No. ITC-214-19970131-00057. Arbinet Corporation does not The old file number was ITC-96-374. The old file number was ITC-95-63 1. The old file number was ITC-96-075. 7 A175523I 11.5

currently provide telecommunications services pursuant to such international Sectional 214 authority. The St. Thomas and San Jan Telephone Company, Inc. is authorized to provide interstate service by virtue of blanket domestic Section 214 authority and holds international Section 214 authority pursuant to File No. ITC-214-19941018-00324. In addition, it holds international authorizations to acquire capacity in and operate submarine cable systems pursuant to File Nos. ITC-93-030 (associated with SCL-LIC-19921 110- 00002), ITC-98-342 (associated with SCL-LIC-19980101-00036), ITC- 95-580 (associated with SCL-LIC- 19951013-00002), ITC-96-234 (associated with SCL-LIC-19960329-00128 and SCL-LIC-19960329- 00 130), ITC-93-029 (associated with SCL-LIC-19921 110-00004), ITC- 98-437 (associated with SCL-LIC-19980527-00007 and SCL-MOD- 20040521-00016), ITC-97-22 I (associated with SCL-LIC- 19970421- 00002 and SCL-MOD-20040521-00016), and ITC-92-106 (associated with SCL-LIC- 19920107-00005). STSJ Overseas Telephone Company, Inc. is authorized to provide interstate service by virtue of blanket domestic Section 214 authority and has international Section 214 authority pursuant 47 C.F.R. § 63.21(h). Transferee: PTUS does not hold international or domestic Section 214 authority. (h) Pre-Transaction Ownership of PTI: The following entity currently holds ten percent (10%) or more interest in Primus Telecommunications, Inc.: Name: Primus Telecommunications Holding, Inc. Address: 7901 Jones Branch Drive, Suite 900 McLean, VA 22102 Citizenship: Delaware, U.S. Interest Held: 100% Principal Business: Telecommunications The following entity currently holds ten percent (10%) or more interest in Primus Telecommunications Holdings, Inc.: Name: Primus Telecommunications Group, Incorporated Address: 7901 Jones Branch Drive, Suite 900 McLean, VA 22102 Citizenship: Delaware, U.S. Interest Held: 100% Principal Business: Telecommunications 8 A1755231 11.5

The following entity currently holds ten percent (10%) or more interest in Primus Telecommunications Group, Incorporated: Name: Singer Children's Management Trust Address: 212 Vaccaro Drive Cresskill, New Jersey 07626 Citizenship: U.S. Interest Held: 12.0% Principal Business: Investment The trustee of the Singer Children's Management Trust is Karen Singer, a United States citizen whose principal business is managing the trust. Her address is the same as the address of the trust. Ms. Singer has the sole dispositive and voting power of Singer Children's Management Trust. The individual beneficiaries of the Singer Children's Management Trust are Taryn Singer, Julian Singer, and Devon Singer. Each of these individuals are United States citizens, and each has an approximate one-third interest in Singer Children's Management Trust. They may be contacted at Singer Children's Management Trust, 212 Vaccaro Drive, Cresskill, New Jersey 07626. No other person or entity, directly or indirectly, currently owns or controls ten percent (10%) or more of Primus Telecommunications Group, Incorporated. Post-Transaction Ownership of PTI: The following entity will hold ten percent (10%) or more interest in Primus Telecommunications, Inc.: Name: PTUS, Inc. Address: 805 Wright Brothers Blvd. SW Suite 1 Cedar Rapids, IA 52404 Citizenship: Delaware, U.S. Interest Held: 100% Principal Business: Holding Company The following entity will hold ten percent (10%) or more interest in PTUS, Inc.: Name: PT Holdco, Inc. Address: 199 Bay Street, Suite 5300 Commerce Court West Toronto, Ontario Canada M5L 1B9 Citizenship: Ontario, Canada Interest Held: 100% Principal Business: Holding Company 9 A!75523 111.5

The following entity will hold ten percent (10%) or more interest in PT Holdco, Inc.: Name: PT Investor, L.P. Address: do York Capital Management 767 Fifth Avenue, 17th Floor New York, NY 10153 Citizenship: Cayman Islands Interest Held: 100% Principal Business: Holding Company PT Investor, L.P. is controlled by its sole general partner, York Special Opportunities Domestic Holdings, LLC, a New York limited liability company.4 Control of York Opportunities Domestic Holdings, LLC is vested solely in its senior managing member, York Capital Management Global Advisors, LLC, a New York limited liability company. York Capital Management Global Advisors, LLC is controlled by its Chairman, Chief Executive Officer, and founder, James Dinan. Mr. Dinan is a citizen of the United States.5 Other than the entities described above, no other entity or individual will hold a ten percent (10%) or greater direct or indirect interest in PTI following the Transaction. To the best of PTUS ' s knowledge, there are no officers of directors of PTUS who also serve as an officer of director of a foreign carrier as defined in Section 63.09(d). (1) PTUS certifies that following consummation of the Transaction: (i) it will not be a foreign carrier within the meaning of Section 63.09(d) of the Commission's Rules, 47 C.F.R. § 63.09(d); and (ii) it will become affiliated, within the meaning of the Commission's Rules, with Primus Telecommunications Canada, Inc. and Globility Communications Corporation, each of which provide telecommunications services in Canada. Abu Dhabi Investment Authority holds a 19.84% limited partnership equity interest in PT Investor, L.P. No other limited partner of PT Investor, L.P. holds limited partnership equity interests in excess often percent (10%). Abu Dhabi Investment Authority is an investment institution organized under the laws of the United Arab Emirates, a WTO member country. York Capital Management Global Advisors, LLC is an investment adviser registered with the United States Securities and Exchange Commission ("SEC"). Additional information regarding the business and ownership of York Capital Management Global Advisors, LLC is set forth in Form ADV-1, as filed with the SEC on April 1,2013. See http ://www.adviserinfo.sec.gov/. 10 A/75523 111.5

ci) PTUS certifies that through the acquisition of control of PTI it does not seek to provide international telecommunications services to any destination country where: (1) PTUS is a foreign carrier in that country; or (2) PTUS controls a foreign carrier in that country; or (3) Any entity that owns more than 25 percent of PTUS, or controls PTUS, controls a foreign carrier in that country; except in Canada where, as a result of the Transaction, PTCAN, Inc., an entity ultimately controlled by York, will control PTI's affiliates, Primus Telecommunications Canada, Inc. and Globility Communications Corporation, each of which provide telecommunications services in Canada; or (4) Two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate more than 25 percent of PTUS and are parties to, or the beneficiaries of a contractual relation affecting the provision or marketing or international basic telecommunications services in the United States. (k) Canada is a member of the World Trade Organization. (1) See response to item (m) below. (m) PTUS qualifies for a presumption of non-dominant treatment on the U.S.-Canada route following consummation of the Transaction pursuant to Section 63.10(a)(3) of the Commission's Rules because its foreign carrier affiliates in Canada, Primus Telecommunications Canada, Inc. and Globility Communications Corporation, lack 50 percent market share in the international transport and local access markets on the foreign end of the route and therefore lack sufficient market power on the foreign end to adversely affect competition in the U.S. market. (n) PTUS certifies that it has not agreed to accept special concessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future. (o) Applicants certify that they are not subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1998. See 21 U.S.C. § 853a. See also 47 C.F.R. § 1.2001-1.2003. (p) Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.12(a)-(b) of the Commission's Rules, 47 C.F.R. §63.12(a)-(b). Following consummation of the Transaction, PTUS will be affiliated with two foreign carriers in Canada but, as stated in item (k) above, Canada is a member of the World Trade Organization and as demonstrated in item (m) above, PTUS qualifies for a presumption of non-dominance under Section 63.10(a)(3) on this route. PTUS is not affiliated with any dominant U.S. carrier. 11 A175523 111.5

V. INFORMATION REQUIRED BY SECTION 63.04 In lieu of an attachment, pursuant to Commission Rule 63.04(b), 47 C.F.R. § 63.04(b) Applicants submit the following information in support of their request for domestic Section 214 authority in order to address the requirements set forth in Commission Rule 63.04(a)(6)- (12): (a)(6) A description of the proposed Transaction is set forth in Section III above. (a)(7) PTI provides local and/or long distance service in 49 states, the District of Columbia, and the Commonwealth of Puerto Rico. PTI does not provide intrastate telecommunications services in Alaska. All of the services provided by PTI are competitive in nature and neither PTI nor any affiliated company holds a dominant position in any market. PTUS is not authorized and does not provide local and/or long distance service. PTUS does not control and is not affiliated with any other provider of telecommunications services in the United States. (a)(8) Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Sections 63.03 of the Commission's Rules, 47 C.F.R. §63.03. In particular, this Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) because immediately following the Transaction: (1) PTUS (and its Affiliates) will have a market share in the interstate, interexchange market of less than 10 percent; (2) PTUS (and its Affiliates) will provide competitive telephone exchange services or exchange access services (if at all) exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction; and (3) none of the Applicants (or their Affiliates) are dominant with respect to any service. (a)(9) Applicants seek authority with respect to both international and domestic Section 214 authorizations (this Application is being separately and concurrently filed with respect to both types of authorities in compliance with Commission Rule 63.04(b), 47 C.F.R. § 63.04(b)). No other applications are being filed with the Commission with respect to this Transaction. (a)(10) Prompt completion of the proposed Transaction is important to ensure that Applicants can obtain the benefits described in the foregoing application. Accordingly, Applicants respectfully request that the Commission approve this Application expeditiously in order to allow Applicants to consummate the proposed Transaction as soon as possible. (a)(11) Not applicable. (a)(12) A statement showing how grant of the application will serve the public interest, convenience and necessity is provided in Section IV above. 12 A!75523 111.5

VI. CONCLUSION For the reasons stated above, Applicants respectfully submit that the public interest, convenience, and necessity would be furthered by a grant of this Application for the transfer of control of Pit. Respectfully submitted, Torn W. Davidson Jean 1,. Ktddoo Douglas I. Brandon Danielle Burt Akin Gump Strauss Haiier & Feld, LLP Bingham MeCutchen LLP 1333 New Hampshire Avenue, N.W. 2020 K Street, N.W. Washington, DC 20036 Washington. DC 20006-1 806 (202) 887-4000 (Tel) (202) 373-6000 (Tel) (202) 887-4288 (Fax) (202) 373-6001 (Fax) tdavidsonakingunipcorn jeankiddoohingharncorn dhrandonakingump.com daniel Ie.burtbingham .com Counsel for PTtJS Counsel for PTGI and PTI Dated: June 5, 2013 13 A7$52I I

EXHIBITS Exhibit A Illustrative Organizational Charts Verifications A1755 23 II] .3

Exhibit A Illustrative Organizational Charts A175523! 11,3

Pre-T-ansaction Illustrative Corporate Charts Primu s Telecommunications York Capital Management Global M.risors, LLC Group, Inc. Snix Mnsging F1mb York Special Opportunities Domestic Primus Telecommu nicatic ns Holdings, LLC Holding, Inc. C-Er3I Fsrtri PT Investor, L.P. Primus Telecommunications, Inc. PT Holdco, Inc. PTUS, Inc. A./755231 11.3

Post-Ttansaction Illustrative Corporate Charts Primus Telecommunications york Capital Management Global Advisors, LLC Group, Inc. SEn l7 Mn9g in; MEmb '(orl Special Opportunities Domestic Primus Telecommunications Holdings, LLC Holding, Inc. GErEnI Psrtr PT Investor, L.P. 133% PT Holdco, Inc. 103% PTUS, Inc. Prirnu s Te leco rnrnun ication S, Inc. A/75523 111.3

Verification I, John Filipowicz, state that I am General Counsel of Primus Telecommunications Group, incorporated, the ultimate parent of Primus Telecommunications, inc.; that the fbregoing Application 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 pejury that the loregoing is true and correct. Executed this day of May, 2013, I1r hn Filipowicz General Counsel Pri mus Telecommunications Group, Incorporated

VERIFICATION STATE OF /'/j4) /ô'K § t1 § COUNTY OF 314 ft-ôLK § I, Joshua A. Ratner, state that I am Vice President and Secretary of PTUS, Inc.; that I am authorized to make this Verification on behalf of PTUS, Inc.; that the foregoing filing was prepared under my direction and supervision; and that the statements in the foregoing document are true and correct to the best of my knowledge, information and belief Joshua A. Ratner itle: Vice President and Secretary SWORN TO AND SUBSCRIBED before me on the day of , _, 2013. My commission expires: we Jt q) dol SISILYN S. HUTCHINSON Notary Public, Stats afN.w York R.gistratiofl 101 HU61B3341 Oi*1$id W Ssifolk County Coi,iis1onEipI$ March 17 2011 AL A175576485.1


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