Expereo Transfer of

ERRATA, ERRATUM OR ADDENDUM submitted by Expereo USA, Inc.

Revised Attachment 1 to Joint Application

2014-08-18

This document pretains to ITC-T/C-20140812-00240 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2014081200240_1058382

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 ) In the Matter of Expereo USA, Inc., ) ) Expereo Holding B.V., ) WC Docket No. -_____ Transferor, ) ) and ) ) CETP III Expereo S.à.r.l., ) ITC-T/C-2014_______ 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 Transfer Control of ) A Domestic and International Section 214 Carrier ) JOINT APPLICATION – STREAMLINED PROCESSING REQUESTED Expereo Holding B.V. (“Expereo Holding” or “Transferor”) (FRN No. 0023862592) and CETP III Expereo S.à.r.l (“CETP III”) or “Transferee”) (FRN No. 0023857089) (registered with the Registre de commerce et des sociétés with number B.184620) (collectively the “Applicants”), by undersigned counsel, pursuant to Section 214 of the Communications Act of 1934, as amended (the “Act”), 1 and Sections 63.03, 63.04, and 63.24 of the Federal Communications Commission’s (“Commission”) Rules, 2 hereby request Commission approval to transfer control of Expereo USA, Inc. (“Expereo USA”) (FRN No. 0019893650). CETP III, through its subsidiary, Expereo Acquisition Holdings B.V. (“Expereo Acquisition”), entered into an agreement (the “Agreement”) to acquire all of the stock of Expereo Holding and thereby acquire indirect control of Expereo USA (the “Proposed Transaction”). The Applicants seek to consummate the Proposed Transaction by September 2, 2014. Under Section 63.04(b) of the Commission's rules, the Applicants are filing a combined domestic and international application for the transfer of control of Expereo USA. 1 47 U.S.C. § 214. 2 47 C.F.R. §§ 63.03, 63.04, 63.24.

Because CETP III will acquire, indirectly, approximately 67% of the equity of Expereo USA, the consummation of the Proposed Transaction will significantly dilute aggregate foreign ownership in Expereo USA. The Proposed Transaction raises no public-interest concerns that would warrant an extended review or transaction-specific conditions for consent. Indeed, this application qualifies for presumptive streamlined processing under 47 C.F.R. §§ 63.03(b) and 63.12, and the Applicants therefore request such treatment. I. PARTIES A. Expereo USA Expereo USA is a corporation organized under the laws of the State of Delaware. Expereo USA is a wholly owned subsidiary of Expereo Holding. Expereo USA is an aggregator of “last mile”’ connectivity services. Specifically, Expereo USA provides broadband Internet, Ethernet, Virtual Private Networks (management) services, equipment installation and on-site professional services to international carriers, cloud providers and integrators in the United States. Expereo USA is registered to provide interstate telecommunications services (FCC Filer ID No. 828596) and was granted international Section 214 authority in File No. ITC-214-20100729-00309 on December 30, 2010. Expereo USA is also registered with the Canadian Radio-Television and Telecommunications Commission as a reseller and Basic International Telecommunications licensee in File No. 8190-E49- 201203562. Expereo USA’s headquarters is located at 11800 Sunrise Valley Drive, Suite 125, Reston, Virginia 20191. B. Expereo Holding Expereo Holding is limited liability company organized under the laws of The Netherlands. Expereo Holding acts as a holding company for Expereo USA and Expereo International B.V. Expereo Holding does not hold an international Section 214 authorization. Expereo Holding’s headquarters is located at John M. Keynesplein 4-10, 1066EP Amsterdam, The Netherlands. 2

C. CETP III Expereo CETP is a private company with limited liability (société à responsabilité limitée) incorporated under the laws of Luxembourg with its corporate seat in Luxembourg and with its registered office at 2, Avenue Charles de Gaulle, L-1653, Luxembourg and registered with the Registre de commerce et des sociétés with number B.184620. CETP III is owned by CETP III Participations S.à.r.l (“Participations”). Participations is owned by Carlyle Europe Technology Partners III, L.P which is advised by Carlyle Investment Management L.L.C. (“CIM”), an investment advisor registered with the U.S. Securities and Exchange Commission. CETP III does not hold international Section 214 authorization. II. DESCRIPTION OF THE TRANACTION In accordance with terms of the Agreement, CETP III will acquire indirect control of Expereo Holding and, therefore, indirect control of Expereo USA. The Proposed Transaction will be brought about by the transfer of all of the shares of Expereo Holding to Expereo Acquisition. Following closing, CETP III will hold a majority, 66.9%, of the equity and voting rights in Expereo Acquisition, with the remaining 33.1% being held by current owners of Expereo Holding through Brumbear B.V., a limited liability company organized under the laws of The Netherlands. Under the terms of the Expereo Acquisition shareholders agreement, shareholders are directed to adopt resolutions by a simple majority of the votes cast. In connection with specified ‘reserved matters’ a qualified majority, of 90%, of the votes cast is required. These reserved matters are standard minority protection rights and relate to, for example, the making of any amendment to the Articles of Association and the issuance of shares for a price that is below fair market value. Following the Proposed Transaction, the current shareholders of Expereo Holding will continue to hold the same proportion of ownership interest vis-à-vis one another that they held prior to the Proposed Transaction. Expereo USA’s current management will continue to be responsible for the day-to-day operations of the business. Expereo USA will continue to provide service to customers 3

through its blanket Section 214 and International Section 214 Authorization at the same rates, terms and conditions. III. REQUEST FOR STREAMLINED TREATMENT The Applicants respectfully request streamlined treatment of this Application pursuant to Sections 63.03 and 63.12 of the Commission’s Rules, 47 C.F.R. §§ 63.03, 63.12. This Application is eligible for streamlined treatment under Section 63.03(b)(2)(ii) because (1) both before and after completion of the proposed transaction, Transferee and its Affiliates (as that term is defined in Section 3(1) of the Act, 47 U.S.C. §153(1)) (“Affiliates”) will have a market share in the interstate, interexchange market of substantially less than 10%; (2) Transferee will acquire indirect control of Expereo USA’s facilities and operations that provide competitive telephone exchange and exchange access services exclusively in geographic areas served by dominant local exchange carriers that are not parties to the transaction; and (3) none of the Applicants or their affiliates is dominant with respect to any service. With respect to international Section 214 authority, this Application is eligible for streamlined treatment pursuant to Section 63.12 because, although the Applicants may be affiliated with one or more foreign carriers as described in Attachment 1: (1) the Applicants qualify for a presumption of non-dominance under Section 63.10(a)(3) (for the reasons set forth in Attachment 1); (2) the Applicants are not affiliated with any dominant U.S. carriers whose international switched or private line services the Applicants seek authority to resell; and (3) the Applicants do not seek authority to provide switched basic services over private lines to a country for which the Commission has not previously authorized the provision of switched services over private lines. IV. PUBLIC INTEREST STATEMENT Applicants submit that the Proposed Transaction described herein serves the public interest. The Proposed Transaction promotes competition among telecommunications carriers by providing 4

Expereo USA with the opportunity to strengthen its competitive position through a revised capitalization structure and to leverage the experience, perspectives, and resources of The Carlyle Group in order to accelerate the growth of the business. Following the Proposed Transaction, Expereo USA’s current management will continue to be responsible for the day-to-day operations of the business. Expereo USA LLC will continue to provide service to customers at the same rates, terms and conditions. The Proposed Transaction is transparent to customers and will not result in the discontinuance, reduction, loss, or impairment of service to customers. The Proposed Transaction is intended solely to provide additional capital and operational flexibility to the Expereo companies. V. INFORMATION REQUIRED BY 47 C.F.R § 63.18 Pursuant to 47 C.F.R. § 63.18, the Applicants provide the following information in support of their request for consent to transfer control of Expereo USA’s international Section 214 authorization to Expereo Acquisition: (a) The name, address and telephone number of the transferor and transferee are: Transferor Transferee Expereo Holding B.V. CETP III Expereo S.à.r.l. John M. Keynesplein 4-10 2 Avenue Charles de Gaulle 1066EP Amsterdam L-1653 Luxembourg The Netherlands Tel: 0031 (02)20 – 788 0561 Tel: +352 26862405 Authorization Holder Expereo USA, Inc. John M. Keynesplein 4-10 1066EP Amsterdam The Netherlands Tel: 0031 (02)20 – 788 0561 (b) The Applicants’ places of organization or incorporation are provided in Section I above. (c) Correspondence concerning this Application should be sent to the following: Transferor/Authorization Holder: Transferee: Marieke Thuis Erica Herberg 5

Sr. International Legal Counsel Manager Expereo CETP III Expereo S.à.r.l. John M. Keynesplein 4-10 2 Avenue Charles de Gaulle 1066 EP Amsterdam L-1653 Luxembourg The Netherlands Tel: 0031- (0)20 -788 0561 Tel: +352 26862405 Email: marieke.thuis@expereo.com Email: Erica.herberg@carlyle.com With a copy to: Michael P. Donahue Michael P. Donahue Marashlian & Donahue, LLC Marashlian & Donahue, LLC 1420 Spring Hill Road, Suite 401 1420 Spring Hill Road, Suite 401 McLean, Virginia 22102 McLean, Virginia 22102 Tel: (703) 714-1319 Tel: (703) 714-1319 Fax: (703) 714-1330 Fax: (703) 714-1330 Email: mpd@commlawgroup.com Email: mpd@commlawgroup.com (d) Expereo USA holds blanket domestic Section 214 authority and holds international Section 214 authority granted in File No. ITC-214-20100729-00309 on December 30, 2010. Expereo Holding, Expereo Acquisition and CETP III do not hold domestic or international Section 214 authorization. Responses to Rule 63.18 (e) through (g) are not applicable to this Application. (e) The Applicants request approval of the transfer of control of Expereo USA’s international Section 214 authorization to Expereo Acquisition. (f) Not applicable. (g) Not applicable. (h) The following are the names, addresses, citizenship, and principal businesses of any person or entity that directly or indirectly owns at least ten percent of the equity of the Applicants. Pre-Transaction Ownership of Expereo USA The following entities/individuals directly or indirectly own or control 10% or more of Expereo USA: Name: Expereo Holding B.V. Address: John M. Keynesplein 4-10 1066EP Amsterdam The Netherlands Principal Business: Holding Company Relationship: Owner of 100% of Expereo USA, Inc. Name: Mulders Ventures B.V. 6

Address: Oud Over 16 3632VD Loenen aan de Vecht The Netherlands Citizenship: The Netherlands Principal Business: Personal Holding Company (investment) Relationship: Owner of 30% of Expereo Holding B.V. Name: Alphonsus Maria Mulders Address: Oud Over 16 3632VD Loenen aan de Vecht The Netherlands Citizenship: The Netherlands Principal Business: Telecommunications Services Management Relationship: Owner of 100% of Mulders Ventures B.V. Name: Brunink Ventures B.V. Address: Van Goyenlaan 22 3723GP Bilthoven The Netherlands Citizenship: The Netherlands Principal Business: Personal Holding Company (investment) Relationship: Owner of 30% Expereo Holding B.V. Name: Walter Johannes Antonius Brunink Address: Van Goyenlaan 22 3723GP Bilthoven The Netherlands Citizenship: The Netherlands Principal Business: Telecommunications Services Management Relationship: Owner of 100% of Brunink Ventures B.V. Name: Rana Holding B.V. Address: Vinkenkade 1 3645AN Vinkeveen The Netherlands Citizenship: The Netherlands Principal Business: Personal Holding Company (investment) Relationship: Owner of 20% of Expereo Holding B.V. Name: Rajen Maganlal Raithatha Address: Vinkenkade 1 3645AN Vinkeveen The Netherlands Citizenship: United Kingdom Principal Business: Telecommunications Services Management Relationship: Owner of 100% of Rana Holding B.V. Name: Citywall BV Address: Bloemendaalsweeg 150 a 251GJ Overveen The Netherlands 7

Citizenship: The Netherlands Principal Business: Personal Holding Company (investment) Relationship: Owner of 10% of Expereo Holding B.V. Name: Jan Adriaan van Berne Address: Bloemendaalsweeg 150 a 251GJ Overveen The Netherlands Citizenship: The Netherlands Principal Business: Telecommunications Services Management Relationship: Owner of 100% of Citywall B.V. Name: Stichting Administratiekantoor Expereo Address: J.M. Keynesplein 4-10 1066EP Amsterdam Citizenship: The Netherlands Principal Business: Foundation managing employee share certificates Relationship: Owner of 10% of Expereo Holdings B.V. To the best of the Applicants’ knowledge, no other person or entity holds a 10% or greater interest in Expereo USA, Inc. Post-Transaction Ownership of Expereo USA Upon completion of the Proposed Transaction, the following entities/individuals will own or control 10% or more Expereo USA: Name: Expereo Holding B.V. Address: J.M. Keynesplein 4-10 1066EP Amsterdam The Netherlands Principal Business: Holding Company Relationship: Owner of 100% of Expereo USA, Inc. Name: Expereo Acquisition Holdings, B.V. Address: J.M. Keynesplein 4-10 1066EP Amsterdam The Netherlands Principal Business: Holding Company Relationship: Owner of 100% of Expereo Holding B.V. Brumbear B.V. John M. Keynesplein 4 – 10, 1066 EP Amsterdam The Netherlands Principal Business: Holding Company Relationship: Owner of 33.1% of Expereo Acquisition Holdings B.V. Name: Mulders Ventures B.V. Address: Oud Over 16 3632VD Loenen aan de Vecht 8

The Netherlands Citizenship: The Netherlands Principal Business: Personal Holding Company (investment) Relationship: Owner of 31.9% of Brumbear B.V. Name: Alphonsus Maria Mulders Address: Oud Over 16 3632VD Loenen aan de Vecht The Netherlands Citizenship: The Netherlands Principal Business: Telecommunications Services Management Relationship: Owner of 100% of Mulders Ventures B.V. Name: Brunink Ventures B.V. Address: Van Goyenlaan 22 3723GP Bilthoven The Netherlands Citizenship: The Netherlands Principal Business: Personal Holding Company (investment) Relationship: Owner of 31.9% Brumbear B.V. Name: Walter Johannes Antonius Brunink Address: Van Goyenlaan 22 3723GP Bilthoven The Netherlands Citizenship: The Netherlands Principal Business: Telecommunications Services Management Relationship: Owner of 100% of Brunink Ventures B.V. Name: Rana Holding B.V. Address: Vinkenkade 1 3645AN Vinkeveen The Netherlands Citizenship: The Netherlands Principal Business: Personal Holding Company (investment) Relationship: Owner of 21.2% of Brumbear B.V. Name: Rajen Maganlal Raithatha Address: Vinkenkade 1 3645AN Vinkeveen The Netherlands Citizenship: United Kingdom Principal Business: Telecommunications Services Management Relationship: Owner of 100% of Rana Holding B.V. Name: Citywall BV Address: Bloemendaalsweeg 150 a 251GJ Overveen The Netherlands Citizenship: The Netherlands Principal Business: Personal Holding Company (investment) 9

Relationship: Owner of 10.6% of Brumbear B.V. Name: Jan Adriaan van Berne Address: Bloemendaalsweeg 150 a 251GJ Overveen The Netherlands Citizenship: The Netherlands Principal Business: Telecommunications Services Management Relationship: Owner of 100% of Citywall B.V. Name: Stichting Administratiekantoor Expereo Address: J.M. Keynesplein 4-10 1066EP Amsterdam The Netherlands Citizenship: The Netherlands Principal Business: Foundation managing employee share certificates Relationship: Owner of 4.4% of Brumbear B.V. CETP III Expereo S.à.rl. Address: 2, Avenue Charles de Gaulle, L-1653 Citizenship: Luxembourg Principal Business: Investment vehicle Relationship: Owner of 66.9% of Expereo Acquisition Holdings B.V. CETP III Participations S.à.r.l. Address: 2, Avenue Charles de Gaulle, L-1653 Luxembourg Citzenship: Luxembourg Principal Business: Investment Relationship: Owner of 100% of CETP Expereo S.à.r.l. Carlyle Europe Technology Partners III, L.P. Address: C/O The Carlyle Group 1001 Pennsylvania Avenue, Suite 220S Washington, DC, 20004 Citzenship: England Relationship: Owner of 100% of CETP III Participations S.à.r.l. CETP III is owned by CETP III Participations S.à.r.l. CETP III Participations S.à.r.l. is owned by Carlyle Europe Technology Partners III, L.P which is advised by Carlyle Investment Management L.L.C., an investment advisor registered with the U.S. Securities and Exchange Commission. To the best of the Applicants’ knowledge, no other person or entity will hold a 10% or greater interest in Expereo USA, Inc. Expereo USA may have interlocking directorates with one or more foreign carriers as described in greater detail in Attachment 1. CETP III does not have any interlocking directorates with a foreign carrier. Pre- and post-transaction ownership charts are attached hereto. 10

(i) Applicants may be affiliated with one or more foreign carriers, as described in greater detail in Attachment 1. (j) Not applicable. (k) Not applicable. (l) [Reserved by the Commission] (m) Not applicable. (n) Applicants have 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 any such agreements in the future. (o) No party to this Application is subject to a denial of federal benefits under Section 5301 of the Anti-Drug Abuse Act of 1988, as amended. (p) The Applicants seek streamlined processing of this request for consent to transfer control of Expereo USA’s international Section 214 authorization pursuant to 47 C.F.R. § 63.12 because, although the Applicants may be affiliated with one or more foreign carriers as described in Attachment 1: (1) the Applicants qualify for a presumption of non-dominance under Section 63.10(a)(3) (for the reasons set forth in Attachment 1); (2) the Applicants are not affiliated with any dominant U.S. carriers whose international switched or private line services the Applicants seek authority to resell; and (3) the Applicants do not seek authority to provide switched basic services over private lines to a country for which the Commission has not previously authorized the provision of switched services over private lines. VI. INFORMATION REQUIRED BY 47 C.F.R § 63.04 The Applicants submit the following information, pursuant to 47 C.F.R. § 63.04, in support of their request for consent to transfer control to CETP III of the blanket domestic Section 214 authorization of Expereo USA: 11

(a)(1) See Section V.A above for the Applicants’ names, addresses and telephone numbers. (a)(2) The Applicants’ places of organization or incorporation are provided in Section I above. (a)(3) Contact information for the Applicants and Expereo USA is provided above in Section V.C. (a)(4) Information regarding the entities and individuals that directly or indirectly own a 10% or greater ownership interest in the Applicants and Expereo USA and the percentage of ownership held by each of those entities/individuals. (a)(5) No party to this Application is subject to a denial of federal benefits under Section 5301 of the Anti-Drug Abuse Act of 1988, as amended. (a)(6) A complete description of the Proposed Transaction is provided above in Section II. (a)(7) Expereo USA provides broadband Internet, Ethernet, Virtual Private Networks (management) services, equipment installation and on-site professional services to international carriers, cloud providers and integrators in California, New York and Virginia. (a)(8) This Application is eligible for streamlined treatment under Section 63.03(b)(2)(ii) because (1) both before and after completion of the proposed transaction, Transferee and its Affiliates will have a market share in the interstate, interexchange market of substantially less than 10%; (2) Transferee will acquire indirect control of Expereo USA’s facilities and operations that provide competitive telephone exchange and exchange access services exclusively in geographic areas served by dominant local exchange carriers that are not parties to the transaction; and (3) none of the Applicants or their affiliates is dominant with respect to any service. (a)(9) Concurrent with the filing of this Application, Applicants have filed an application for approval of the transfer of control of Expereo USA’s international Section 214 authorization to CETP III. (a)(10) The Applicants request expedited consideration of this application to allow for consummation of the Proposed Transaction by September 2, 2014. 12

(a)(11) The Applicants have not requested any waivers in connection with this Application. (a)(12) Applicants provided a description of the public interest benefits of the Proposed Transaction above in Section IV. VII. CONCLUSION For the reasons stated above, the Applicants respectfully submit that the public interest, convenience, and necessity would be furthered by a grant of this Application as described herein. Respectfully submitted, _____________________________ Michael P. Donahue Marashlian & Donahue, LLC 1420 Spring Hill Road, Suite 401 McLean, Virginia 22102 Telephone: (703) 714-1319 Facsimile: (703) 714-1330 Email: mpd@commlawgroup.com Counsel for Applicants Dated: August 12, 2014 13

ATTACHMENT 1 Answ er to Question 12 Expereo USA shares officers and/or directors with the following entities that may be foreign carriers: • Alphons Mulder, who is Chief Executive Officer, President, Secretary and Treasurer of Expereo USA is also an officer and/or director of Expereo de Mexico S. de R.L. de C.V. • Walter Brunink, who is Vice President of Expereo USA is also an officer and/or director of Expereo Singapore Pte. Ltd., Expereo Maroc S.a.r.l., and Expereo de Mexico S. de R.L. de C.V. • Jan Van Berne, who is Assistant Secretary of Expereo USA is also an officer and/or director of Expereo Maroc S.a.r.l. Answ er to Questions 14 and 15 Transferor, through various affiliates, indirectly controls and/or holds ownership interests greater than 25 percent in a number of entities that may qualify as “foreign carriers” under the FCC’s rules (depending on how the services provided by those entities – e.g., certain broadband services – are classified under applicable regulations). These entities are as follows: • Expereo Singapore Pte. Ltd., which operates in Singapore. • Expereo Middle East FZ-LLC, which operates in the United Arab Emirates. • Expereo Maroc S.a.r.l., which operates in Morocco. • Expereo de Mexico S. de R.L. de C.V., which operates in Mexico. • Expereo Argentina S.A., which operates in Argentina. As explained below, none of these entities possesses market power in any destination market or along any U.S.-foreign route in any relevant service. Transferee is ultimately controlled by The Carlyle Group, L.P. (“Carlyle”). Carlyle, though various affiliates, indirectly controls and/or holds ownership interests of greater than 25 percent in a number of entities that may qualify as “foreign carriers” under the FCC’s rules (depending on how the services provided by those entities—e.g., certain broadband services—are classified under applicable regulations). These entities including the following: • Hyundai Communications and Network, which operates in Korea. • kbro Co., Ltd., which operates in Taiwan. • Telecable de Asturias, which operates in Spain.

As explained below, none of these entities possesses market power in any destination market or along any U.S.-foreign route in any relevant service. Answ er to Question 16 Applicants request that the Commission classify Expereo USA as a “non-dominant” carrier between the United States and all countries (including, in particular, those listed above in the narrative response to Questions 14 and 15. Such classification is appropriate under Section 63.10 of the Commission’s rules because each of the foreign affiliates identified in that response lacks 50 percent market share in the international transport and the local access markets on the foreign end of any relevant route.

ATTACHMENT 2 PRE-TRANSACTION OWNERSHIP STRUCTURE OF EXPEREO USA, INC.

Expereo USA, Inc. Organizational Chart Pre- Transaction Walter Johannes Rajen Maganlal Alphonsus Mulders Jan Adriaan Van Berne Antonius Brunink Raithatha (the Netherlands) (the Netherlands) (the Netherlands) (United Kingdom) 100 % 100 % 100 % 100 % Mulders Ventures Brunink Ventures Rana Holding Citywall B.V Stichting B.V B.V B.V Administratiekantoor Expereo (the Netherlands) (the Netherlands) (the Netherlands) (the Netherlands) (the Netherlands) 30% 30% 20 % 10 % 10 % Expereo Holding B.V (the Netherlands) 100 % Expereo USA, Inc.

ATTACHMENT 3 POST-TRANSACTION OWNERSHIP STRUCTURE OF EXPEREO USA, INC.

Expereo USA, Inc. Organizational Chart Post Transaction Carlyle Europe Technology Partners, L.P. USA, Inc. Mulders Ventures Brunink Ventures STAK 100 % Rana Holding B.V City Wall B.V B.V B.V (the Netherlands) (the Netherlands) (the Netherlands) (the Netherlands) (the Netherlands) CEPT III Participations S.a.r.l 31.9 % 31.9% 21.2 % 10.6 % 4.4 % 100 % CEPT III Expereo S.a.r.l. Brumbear B.V (Luxembourg) (the Netherlands) 66.9% 33.1 % Expereo Acquisition Holdings B.V. (the Netherlands) 100 % Expereo Holding B.V (the Netherlands) 100 % Expereo U.S.A. Inc (U.S.A)




Document Created: 2014-08-18 13:56:31
Document Modified: 2014-08-18 13:56:31
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