Attachment Transfer Application

This document pretains to ITC-T/C-20130912-00242 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2013091200242_1012185

BINGHAM Jean Kiddoo Danielle Burt jean.kiddoo@bingham.com danielle.burt@bingham.com September 12, 2013 Via Electronic Filing Marlene H. Dortch, Secretary Federal Communications Commission International Bureau Applications P.O. Box 979093 St. Louis, MO 63197-9700 Re: In the Matter of the Joint Application of Andreas Hipp ("Transferee''), Roy Martin Bell ("Transferor'') and Epsilon Telecommunications (US) Pte Ltd. ("Licensee''), 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 Dear Ms. Dortch: On behalf of Andreas Hipp, Roy Martin Bell and Epsilon Telecommunications (US) Pte Ltd. ("Epsilon"), enclosed for filing is an application for authority to transfer of control of Licensee to Andreas Hipp. This filing and the applicable credit card payment in the amount of $1,050.00 which satisfy the filing fees required for the applications under line 2. b of Section 1.1105 of the Commission's rules, are being submitted electronically through the MyiBFS. Please direct any questions regarding this filing to the undersigned. Beijing Boston Frankfurt Hartford Hong Kong London Los Angeles Jean Kiddoo New York Danielle Burt Orange County San Francisco Santa Monica Silicon Valley Counsel for Applicants Tokyo Wa:)hington Bingham McCutchen LLP 2020 K Street NW Washington, DC 20006-1806 ·r +1.202.373·6ooo +1.202.3JJ.6001 bingham.com A/75728887 I

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 ) In the Matter of the Joint Application of ) ) Roy Martin Bell ) Transferor, ) Epsilon Telecommunications (US) Pte. Ltd. ) Licensee, ) ) File No. ITC-T/C-2013 _ __ and ) ) Andreas Hipp, ) Transferee, ) ) For Authority Pursuant to Section ) 214 of the Communications Act of 1934, ) as Amended, for the Transfer of ) Control of an Authorized U.S. International ) Communications Common Carrier ) APPLICATION Epsilon Telecommunications (US) Pte. Ltd. ("Epsilon"), Roy Martin Bell and Andreas Hipp (collectively, the "Applicants"), through their undersigned counsel and pursuant to Section 214 of the Communications Act, as amended, 47 U.S.C. § 214, and Sections 63.24(e) of the Commission's Rules, 47 C.F.R. § 63.24(e), hereby respectfully request Commission approval for the transfer of control of Epsilon, a non-dominant international service carrier holding Commission authorization, to Andreas Hipp (the "Transaction"). 1 This transfer was completed in May, 2012, and occurred when Mr. Hipp, the largest Epsilon shareholder, acquired more than 50% of Epsilon's shares. Although the Transaction resulted in a change in the ownership of Applicants are concurrently filing a Request for Special Temporary Authority. N75639408.7

Epsilon, no assignment of authorizations, assets or customers occurred as a consequence of the Transaction. 2 Epsilon continues to serve to its existing customers pursuant to its authorizations under the same rates, terms and conditions. Accordingly, this Transaction has had no immediate effect on the rates, terms and conditions of service of the customers of Epsilon. The Applicants assure the Commission that they will, in the future, seek all necessary prior approvals in compliance with Commission rules. In support ofthe Application, Applicants state as follows: I. REQUEST FOR STREAMLINED PROCESSING Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Sections 63.12(a)-(b) of the Commission's Rules, 47 C.F.R. § 63.12(a)-(b). In particular, none of the exclusionary criteria set forth in Section 63.12(c) applies as described more fully in Section V below. Accordingly, this Application qualifies for streamlined processing pursuant to Section 63.12 of the Commission's Rules. II. DESCRIPTION OF APPLICANTS Epsilon is a company formed in Singapore and located at 151 Lorong Chuan, #06-01A New Tech Park, Singapore 556741. Epsilon is authorized to provide telecommunications services in Singapore and holds international Section 214 authority to operate in the United States as a facilities-based and resale international carrier pursuant to File No. ITC-214- 2011 0316-00077 granted on April 29, 2011. Epsilon's individual owners at the time of its formation in 2011 were (i) Andreas Hipp (40%), an Austrian citizen, (ii) Roy Martin Bell (30%), a United Kingdom citizen, and (iii) Jerzy 2 Epsilon obtained international Section 214 authority pursuant to File No. ITC-214- 20110316-00077 granted on April29, 2011. 2 A/7 5639408.7

Szlosarek (30%), a United Kingdom citizen. As of the date of this Application, Epsilon's individual owners are Mr. Hipp (70%) and Mr. Szlosarek (30%). Mr. Hipp and Mr. Szlosarek may be contacted at 151 Lorong Chuan, #06-0lA New Tech Park, Singapore 556741. III. DESCRIPTION OF THE TRANSACTION In May 2012, Mr. Bell resigned from Epsilon and transferred all of his shares to Mr. Hipp, thereby increasing Mr. Hipp's 40% ownership to 70%. The Applicants did not file an Application for approval prior to completing the Transaction because the Transaction did not entail the assignment of any customers, services or licenses, and the Applicants were not aware that Commission approval was required for this type of transaction among the existing shareholders. The Applicants recently sought advice as to the regulatory approvals necessary for a proposed transfer of control to another entity3 and became aware for the first time that approval from the Commission had been necessary for the prior transfer of shares from Mr. Bell to Mr. Hipp. Upon being made aware of the prior omission, the Applicants promptly took steps to prepare and file this Application, together with the request for Special Temporary Authority that is being filed concurrently herewith. For the Commission's convenience, a diagram depicting the pre- and post- Transaction corporate structure of Epsilon is attached hereto as Exhibit A. IV. PUBLIC INTEREST CONSIDERATIONS Applicants submit that approval of the Transaction described herein serves the public interest. The Transaction, which occurred between the existing shareholders of an extremely closely held corporation when the shares of one shareholder were transferred to the largest shareholder, did not result in a change of carrier for any customer or assignment of any existing 3 N75639408.7

Commission authorizations and did not cause an interruption of customer service or change in rates, terms or conditions. Epsilon customers continue to receive the same services that they previously received without any change to the rates, terms and conditions as a result of the Transaction. Accordingly, the Transaction was seamless to customers and did not result in any discontinuance, reduction, loss, or impairment of service to customers. V. 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: Roy Martin Bell FRN:0022830053 151 Lorong Chuan, #06-01A New Tech Park Singapore 556741 Tel: +65 3106 4020 Licensee: Epsilon Telecommunications (US) Pte. Ltd. FRN:0020519500 151 Lorong Chuan, #06-0 1A New Tech Park Singapore 556741 Tel: +65 3106 4020 Transferee: Andreas Hipp FRN:0022830004 151 Lorong Chuan, #06-01A New Tech Park Singapore 556741 Tel: +65 3106 4020 3 In addition to this Application and a request for Special Temporary Authority, Applicants are concurrently submitting an application requesting to transfer control of Epsilon from Mr. Hipp to Epsilon Global Communications Pte. Ltd. 4 A/75639408.7

(b) Jurisdiction of Applicants: Transferor: Roy Martin Bell is an individual United Kingdom citizen. Licensee: Epsilon is a Singapore corporation. Transferee: Andreas Hipp is an individual Austrian citizen. (c) Correspondence concerning this Application should be sent to: JeanKiddoo Sundraj Naidu Danielle Burt Marianne Lee Bingham McCutchen LLP 151 Lorong Chuan, #06-0 1A 2020 K Street, N.W. New Tech Park Washington, DC 20006 Singapore 556741 Tel: (202) 373-6000 Tel: +65 3106 4020 Fax: (202) 373-6001 Fax: +65 6281 0470 Email: jean.kiddoo@bingham.com Email: s.naidu@epsilontel.com danielle. burt@bingham.com m.lee@epsilontel.com (d) Section 214 Authorizations Held Transferor: Roy Martin Bell does not hold any domestic or international Section 214 authority. Licensee: Epsilon holds international Section 214 authority pursuant to File No. ITC-214-20110316-00077 granted on April29, 2011. Epsilon does not hold any domestic Section 214 authority. Transferee: Andreas Hipp does not hold any domestic or international Section 214 authority. (h) Ownership of Epsilon Pre-Transaction Ownership of Epsilon Prior to the Transaction, the following entities held a ten percent (10%) or greater, direct or indirect, ownership interest in Epsilon Telecommunications (US) Pte. Ltd.: Name: Andreas Hipp Address: 151 Lorong Chuan, #06-01A New Tech Park Singapore 556741 Citizenship: Austrian 5 N75639408.7

Percentage Owned: 40% Principal Business: Individual Name: J erzy Szlosarek Address: 151 Lorong Chuan, #06-0 1A New Tech Park Singapore 556741 Citizenship: United Kingdom Percentage Owned: 30% Principal Business: Individual Name: Roy Martin Bell Address: 151 Lorong Chuan, #06-0 1A New Tech Park Singapore 556741 Citizenship: United Kingdom Percentage Owned: 30% Principal Business: Individual Post-Transaction Ownership of Epsilon Following the Transaction, the following entities hold a ten percent (10%) or greater, direct or indirect, ownership interest in Epsilon Telecommunications (US) Pte. Ltd.: Name: Andreas Hipp Address: 151 Lorong Chuan, #06-0 1A New Tech Park Singapore 556741 Citizenship: Austrian Percentage Owned: 70% Principal Business: Individual Name: Jerzy Szlosarek Address: 151 Lorong Chuan, #06-01A New Tech Park Singapore 556741 Citizenship: United Kingdom Percentage Owned: 30% Principal Business: Individual No other individual or entity owns or controls more than 10% directly or indirectly of Epsilon Telecommunications (US) Pte. Ltd. 6 N75639408.7

At the time of the Transaction, Andreas Hipp, Jerzy Szlosarek and Roy Martin Bell had the following directorates with foreign carriers: Andreas Hipp: Epsilon Telecommunications Holdings Limited Epsilon Telecommunications Limited Epsilon Global Hubs Limited Epsilon Telecommunications (HK) Limited Epsilon Telecommunications (SP) Pte. Ltd. Jerzy Szlosarek: Epsilon Telecommunications Limited Epsilon Global Hubs Limited Epsilon Telecommunications (SP) Pte. Ltd. Roy Martin Bell: Epsilon Telecommunications Limited Epsilon Global Hubs Limited Epsilon Telecommunications (SP) Pte. Ltd. (i) Mr. Hipp certifies he is not a foreign carrier and that Epsilon is a foreign carrier in Singapore within the meaning of Section 63.09(d) of the Commission's Rules, 47 C.P.R. §63.09(d). Mr. Hipp further certifies that Epsilon it is not affiliated with a foreign carrier within the meaning of Section 63.09(e) ofthe Commission's Rules, 47 C.F.R. §63.09(e). (j) Mr. Hipp certifies that Epsilon seeks to provide international telecommunications services to all global points, including Singapore where Epsilon is a foreign carrier. The only exception is Epsilon is not seeking authority to provide service to any point on the Commission's Exclusion List (which currently only includes facilities-based service to Cuba). (k) Singapore is a Member of the World Trade Organization and Epsilon lacks market power in the relevant services market of Singapore. (I) See response to item (m), below. (m) Epsilon presumptively qualifies for non-dominant treatment to Singapore pursuant to Section 63.10(a)(3) of the Commission's Rules, 47 C.F.R. § 63.10(a)(3). Epsilon does not have more than a 50% market share in the relevant service market, and is therefore presumptively considered to be a non-dominant service provider. 7 A/75639408.7

(n) Mr. Hipp certifies that neither he nor Epsilon has agreed to accept special concessions directly or indirectly from any foreign carrier where the foreign carrier possesses market power on the foreign end of the route and Epsilon will not enter into such agreements in the future. (0) Mr. Hipp certifies, pursuant to Sections 1.2001 through 1.2003 of the Commission‘s Rules (implementing the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 862), that neither he nor Epsilon is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. (P) This application qualifies for streamlined processing pursuant to Section 63.12 of the Commission‘s Rules, 47 C.F.R. § 63.12. Although Epsilon is a catrier in Singapore, it qualifies for a presumption of non—dominance under Section 63.10(a)(3) because it lacks a 50% market share in the relevant service market on the foreign end of the route. VII. 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. Respectfully sub;rllitted, [‘\\l/( | “‘[ _'/V( l 1\ x4 JeanKiddoo Danielle Burt Bingham McCutchen LLP 2020 K Street, N.W. Washington, DC 20006 Tel: (202) 373—6000 Fax: (202) 373—6001 Email: jean.kiddoo@bingham.com danielle.burt@bingham.com Counsel for Epsilon Telecommunications (US) Pte. Ltd. Dated: September 12, 2013 A/75639408.7

Exhibit A Illustrative Pre— and Post—Transaction Corporate Charts Epsilon Telecommunications (US) Pte. Ltd. Pre—transaction Corporate chart. Andreas Hipp Jerzy Sizosarek Roy Martin Bell 40% 30% 30% EPSILON TELECOMMUNICATIONS (US) PTE. LTD. Epsilon Telecommunications (US) Pte. Ltd. Post—transaction Corporate chart. Andreas Hipp Jerzy Szlosarek 30% EPSILON TELECOMMUNICATIONS (US) PTE LTD. A/75639408.7

Verification I, Roy Martin Bell, state 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 3 day of SetremSefe —__, 2013. ,éB/Z/‘ Roy Martin Bell Af75639408.5

Verification I, Jerzy Szlosarck, state that I am Director of Epsilon Telecommunications (US) Pte. Ltd.; 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 ofperjury that the foregoing is true and correct. Executed this _3_ day of September, 2013. Name: Je?y Szlosardk Title: Director Epsilon Telecommunications (US) Pre. Ltd. anssaons

Veri ficat ion I, Andreas Hipp, state 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 1._ day of September, 2013. NHG 940K.6


Document Created: 2013-09-12 14:22:29
Document Modified: 2013-09-12 14:22:29
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