Attachment Transfer Application

This document pretains to ITC-T/C-20130912-00243 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2013091200243_1012186

BIN G H A M 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 Epsilon Global Communications Pte Ltd. ("Transferee"), Andreas Hipp ("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 Epsilon Global Communications Pte Ltd. ("Epsilon Global"), Andreas Hipp and Epsilon Telecommunications (US) Pte Ltd. ("Epsilon"), enclosed for filing is an application for authority of the transfer of control of Licensee to Epsilon Global. 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. Beijing Please direct any questions regarding this filing to the undersigned. Boston Frankfurt Hartford Respectfully submitted, Hong Kong London Los Angeles New York Jean Kiddoo burk Orange County Danielle Burt San francisco Santa Monica Silicon Valley Tokyo Counsel for Applicants Washington Bingham McCutchen LLP 2020 K Street NW Washington, DC 20006—1806 I +1.202.373.6000 F +1.202.373.6001 bingham.com AlT5728887.1

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 ) In the Matter of the Joint Application of ) ) Andreas Hipp ) Transferor, ) Epsilon Telecommunications (US) Pte. Ltd. ) Licensee, ) ) File No. ITC-T/C-2013 - - - and ) ) Epsilon Global Communications Pte. Ltd ) 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"), Andreas Hipp, and Epsilon Global Communications Pte. Ltd. ("Epsilon Global") (collectively, the "Applicants"), through their undersigned counsel and pursuant to Section 214 of the Communications Act, as amended, 4 7 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 Epsilon Global (the "Transaction"). 1 Although the Transaction will result in a change in the ownership of Epsilon, Applicants are concurrently filing (i) an Application for a transfer of control of Epsilon to Mr. Hipp, which occurred in May 2012, and (ii) a Request for Special Temporary Authority in connection with that transfer in May 2012. N75642218.6

no assignment of authorizations, assets, or customers will occur as a consequence of the proposed Transaction. 2 Immediately following the Transaction, Epsilon will continue to provide service to its existing customers pursuant to its authorizations under the same rates, terms and conditions. Accordingly, this Transaction will have no immediate effect on the rates, terms and conditions of service of the customers of Epsilon. In support of the 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 A. Epsilon Telecommunications (US) Pte. Ltd. and Andreas Hipp 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- 20110316-00077 granted on April 29, 2011. Epsilon is currently owned by Andreas Hipp (70%), an Austrian citizen, and Jerzy Szlosarek (30%), a United Kingdom citizen. Mr. Hipp and Mr. Szlosarek may be contacted at 151 Lorong Chuan, #06-01A New Tech Park, Singapore 556741. 2 Epsilon obtained international Section 214 authority pursuant to File No. ITC-214- 20110316-00077 granted on April29, 2011. 2 N75642218.6

B. Epsilon Global Communications Pte. Ltd. Epsilon Global is a holding company formed in Singapore with its principal offices at 1, Kim Seng Promenade #07-02 Great World City Singapore 237994. Epsilon Global, through its subsidiaries, offers voice and data connectivity solutions to carriers and service providers including services such as co-location, system integration, installation, and maintenance. Its subsidiaries that provide telecommunications services are: 1. Epsilon Telecommunications (SP) Pte Ltd, which is incorporated in Singapore, holds a license to provide telecommunications services in Singapore. 2. Epsilon Telecommunications Limited, which is incorporated in the United Kingdom, holds licenses to provide telecommunications services in Austria, Belgium, France, Ireland, Netherlands, Switzerland and United Kingdom. 3. Epsilon Telecommunications (HK) Limited, which is incorporated in Hong Kong, holds a license to provide telecommunications services in Hong Kong. III. DESCRIPTION OF THE TRANSACTION On September 5, 2013, Epsilon Global, Mr. Hipp, and Mr. Szlosarek entered into an agreement for Epsilon Global to acquire all of the shares of Epsilon. As a result, Epsilon will become a wholly owned subsidiary of Epsilon Global. For the Commission's convenience, a diagram depicting the pre- and post-Transaction corporate structure of Epsilon is attached hereto as Exhibit A. Epsilon Global is managerially, technically and financially well-qualified to become the new owner of Epsilon. Epsilon Global, through its subsidiaries, has an extensive background in managing telecommunications companies that offer voice and data connectivity solutions to 3 A/75642218 ,6

earners and service providers. In addition, Epsilon Global has access to capital resources through its shareholders and investment partners. IV. PUBLIC INTEREST CONSIDERATIONS Applicants submit that approval of the Transaction described herein serves the public interest. The transfer of control of Epsilon to Epsilon Global will allow Epsilon to strengthen its ability to compete and offer a greater variety of telecommunication services in the United States. Following the Transaction, Epsilon will have the managerial and financial support of Epsilon Global. In addition, after the Transaction is consummated, Epsilon will continue to provide the same high-quality telecommunications as are currently offered. The Transaction will not result in a change of carrier for any customer or assignment of any existing Commission authorizations. Further, Epsilon's customers continue to receive the same services that they previously received without any changes to the rates, terms and conditions as a result of the transaction. Accordingly, the Transaction will be transparent to customers, and in no event will it result in the 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: Andreas Hipp FRN:0022830004 151 Lorong Chuan, #06-0 1A New Tech Park Singapore 556741 Tel: +65 3106 4020 4 N75642218.6

Licensee: Epsilon Telecommunications (US) Pte. Ltd. FRN:0020519500 151 Lorong Chuan, #06-01A New Tech Park Singapore 556741 Tel: +65 3106 4020 Transferee: Epsilon Global Communications Pte. Ltd. FRN:0022830103 151 Lorong Chuan, #06-01A New Tech Park Singapore 556741 Tel: +65 3106 4020 (b) Jurisdiction of Applicants: Transferor: Andreas Hipp is an individual Austrian citizen. Licensee: Epsilon is a Singapore corporation. Transferee: Epsilon Global is a Singapore corporation. (c) Correspondence concerning this Application should be sent to: Jean L. Kiddoo 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: Andreas Hipp does not hold any domestic or international Section 214 authority. 5 N75642218.6

Licensee: Epsilon holds international Section 214 authority pursuant to File No. ITC-214-20110316-00077 granted on April 29, 2011. Epsilon does not hold any domestic Section 214 authority. Transferee: Epsilon Global does not hold any domestic or international Section 214 authority. (h) Ownership of Epsilon Pre-Transaction Ownership of Epsilon The following individuals 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 Post-Transaction Ownership of Epsilon The following entity will hold a ten percent (10%) or greater, direct or indirect, ownership interest in Epsilon Telecommunications (US) Pte. Ltd.: Name: Epsilon Global Communications Pte. Ltd. Address: 151 Lorong Chuan, #06-01A New Tech Park Singapore 556741 Citizenship: Singapore Percentage Owned: 100% direct ownership in Epsilon Principal Business: Investment holding company The following entities and individual will hold a ten percent (1 0%) or greater, direct or indirect, ownership interest in Epsilon Global Communications Pte. Ltd.: 6 N756422l8 .6

Name: Fexos Limited Address: Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands Citizenship: British Virgin Islands Percentage Owned: 37.55% (45.85% including indirect ownership interests) Principal Business: Investment holding Name: Kerry Asset Management Limited Address: P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands Citizenship: British Virgin Islands Percentage Owned: 18.77% Principal Business: Asset Management Name: Michael John Christopher Stone Address: Ozleworth Park, Wotton Under Edge, Gloucestershire, GL12 7QA United Kingdom Citizenship: United Kingdom Percentage Owned: 16.83% Principal Business: Individual The following entities and individual will hold a ten percent (10%) or greater, direct or indirect, ownership interest in Fexos Limited: Name: Kerry Holdings Limited Address: 31/F., Kerry Centre, 683 King's Road, Quarry Bay, Hong Kong Citizenship: Hong Kong Percentage Owned: 100% Principal Business: Investment holding The following entities and individual will hold a ten percent (10%) or greater, direct or indirect, ownership interest in Kerry Holdings Limited: Name: Kerry Group Limited Address: The Offices ofHSBC Trustee (Cook Islands) Limited, Bermuda House, Tutakimoa Road, Rarotonga, Cook Islands Citizenship: Cook Islands Percentage Owned: 100% Principal Business: Investment holding 7 N75642218.6

No individual or entity holds 10% or more of Kerry Group Limited. Other than the entities and individuals described above, no other entity or individual will directly or indirectly own or control 10% or more of Epsilon Telecommunications (US) Pte. Ltd. following the Transaction. To the best of Epsilon Global's knowledge, the following director of Epsilon Global also serves as a director of a foreign carrier as defined in Section 63.09(d): Andreas Hipp: Epsilon Telecommunications Holdings Limited Epsilon Telecommunications Limited Epsilon Global Hubs Limited Epsilon Telecommunications (HK) Limited Epsilon Telecommunications (SP) Pte. Ltd. Epsilon Telecommunications (US) Pte. Ltd. (i) Epsilon Global certifies it not a foreign carrier within the meaning of Section 63.09(d) ofthe Commission's Rules, 47 C.F.R. §63.09(d). Epsilon Global further certifies that it owns and controls foreign carrier subsidiaries that hold licenses and operate as a telecommunications service provider in Austria, Belgium, France, Hong Kong, Ireland, Netherlands Singapore, Switzerland and United Kingdom. (j) Epsilon Global certifies that Epsilon seeks to provide international telecommunications services to all global points, including Austria, Belgium, France, Hong Kong, Ireland, Netherlands Singapore, Switzerland and United Kingdom where Epsilon Global's foreign carrier subsidiaries operate. The only exception is Epsilon is not seeking authority to provide service to any point on the Commission's Exclusion List, which currently is only Cuba on a facilities basis. (k) Austria, Belgium, France, Hong Kong, Ireland, Netherlands Singapore, Switzerland and United Kingdom are Members of the World Trade Organization, and Epsilon Global's foreign carrier subsidiaries lack market power in the relevant services market of Austria, Belgium, France, Hong Kong, Ireland, Netherlands Singapore, Switzerland and United Kingdom. (I) See response to item (m), below. (m) Epsilon Global presumptively qualifies for non-dominant treatment to Austria, Belgium, France, Hong Kong, Ireland, Netherlands Singapore, Switzerland and United Kingdom pursuant to Section 63.1 O(a)(3) of the Commission's Rules, 47 C.F.R. § 63.10(a)(3). Epsilon Global's foreign carrier subsidiaries do not have more than a 50% market share in the relevant service markets, and Epsilon Global is therefore presumptively considered to be a non-dominant service provider. 8 N75642218 6

(n) Epsilon Global certifies that it has not 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 Global will not enter into such agreements in the future. (o) Epsilon Global certifies, pursuant to Sections 1.200 1 through 1.2003 of the Commission's Rules (implementing the Anti-Drug Abuse Act of 1988, 21 U.S.C. § 862), that it is not subject to a denial of Federal benefits pursuant to Section 5301 ofthe 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 Global owns and controls foreign carrier subsidiaries that operate in Austria, Belgium, France, Hong Kong, Ireland, Netherlands Singapore, Switzerland and United Kingdom, it qualifies for a presumption of non-dominance under Section 63.10(a)(3) because its foreign carrier subsidiaries lack a 50% market share in the relevant service markets 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 submitted, Jean Kiddoo 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 9 N75642218 ,6

Exhibit A Illustrative Pre- and Post-Transaction Corporate Charts N75642218.6

Epsilon Telecommunications (US) Pte. Ltd. Pre-transaction Corporate chart. Andreas Hipp Jerzy Slzosarek Roy Martin Bell 40% 30% 30% EPSILON TELECOMMUNICATIONS (US) PTE. LTD. (Singapore Incorporated)

Epsilon Telecommunications (US) Pte. Ltd. Post-transaction Corporate chart. #Zheng Ge Ru Foundation 7.4% Tangkakji Limited (Incorporated in Hong Ko ng) 3.4% Kerry Group Limited (Incorporated in Cook Islands) 100% Kerry Holdings Limited (Incorporated in HK) 100% Comprises individual Kerry Assets FEXOS LIMITED Michael John shareholders who hold less Management Limited (Incorporated in BVI) Christopher Stone than 10% of shares 18.77% EPSILON GLOBAL COMMUNICATIONS PTE. LTD. (Singapore Incorporated) EPSILON TELECOMMUNICATIONS (US) PTE. LTD. (Singapore Incorporated) l 100% #Zheng Ge Ru Foundation is a company limited by guarantee and is a charitable organization. It is the only principal shareholder holding 10% or more of the ordinary shares of Kerry Group Limited.

Verification I, Andreas Hipp, state that I am Director of Epsilon Global Communications 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 of perjury that the foregoing is true and correct. Executed this _ day of September, 2013. C#7] / PC Nameé: Ar;fl‘reas Hipp Title: Director Epsilon Global Communications Pte. Ltd A/TSt422 18.$

Verification l, Jerzy Szlosarek, state lhat l am Director of Epsi lon Telecomm unications (US) Pte. Ltd.; that the foregoing filing was prepared under my direction and supervision; and that the contents are true and correct to lhe best of my knowledge, ini'O rmation, and belief. f declare under penalty of perjury that the foregoing is lrue and correct. Executed this_]_ M day of September, 20 I 3. Name: Jerzy Szlosarek Title: Director Epsilon Telecommunications (US) Pte. Ltd. IV7S(>•l22l8 S


Document Created: 2013-09-12 14:32:31
Document Modified: 2013-09-12 14:32:31
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