Attachment Joint Application

This document pretains to ITC-T/C-20141208-00318 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2014120800318_1070632

                                Before the
                   FEDERAL COMMUNICATIONS COMMISSION
                                 Washington, DC 20554




                                            }
In the Matter of                            }
                                            }
IPC CORP.                                   }
(FRN 0015629140)                            }
                                            }
and                                         }
                                            }      File No.
CENTERBRIDGE CAPITAL                        }
PARTNERS II, L.P.                           }
(FRN 0024130544)                            }
                                            }
for grant of authority to complete a        }
transfer of control of IPC Systems, Inc.,   }
an authorized domestic and                  }
international carrier, as well as           }
IPC Network Services, Inc., an authorized   }
domestic carrier                            }
                                            }


         JOINT APPLICATION FOR TRANSFER OF CONTROL
  OF INTERNATIONAL AND DOMESTIC SECTION 214 AUTHORIZATION®S

       IPC Corp. ("IPC") and Centerbridge Capital Partners II, L.P. ("Centerbridge")

(collectively, "Applicants"), by and through undersigned counsel and pursuant to Section

214 of the Communications Act, as amended, 47 U.S.C. § 214, and Sections 63.04, 63.18

and 63.24 of the Commission‘s Rules, 47 C.F.R. §§ 63.04, 63.18 and 63.24, hereby request

that the Commission grant such authority as may be necessary or required to enable

Applicants to consummate a transaction pursuant to which Centerbridge will acquire

indirect ownership of (1) IPC Systems, Inc. ("IPC Systems"), an entity formed under the

laws of the state of Delaware and authorized to provide domestic interstate


In re IPC Corp. and                                                                              Page 2
Centerbridge Capital Partners II, L.P.



telecommunications services and global facilities—based and resold international

telecommunications services,‘ (2) and IPC Network Services, Inc. ("IPC Network"), an

entity formed under the laws of the state of New York and authorized to provide domestic

interstate telecommunications services.           IPC Systems is currently an indirect wholly—

owned subsidiary of IPC," and IPC Network is currently an indirect wholly—owned

subsidiary of IPC Systems.* This structure will remain in place after consummation of the

transaction, as described below.

1.         Description of the Parties and the Transaction

           IPC is a corporation formed under the laws of the state of Delaware. IPC, through

various subsidiaries, including IPC Systems and IPC Network, provides communications

solutions to global trading enterprises, principally utilizing proprietary trading and

communications equipment interconnected using resold private lines or IP—based transport

services. IPC provides its systems and services primarily to the world‘s largest financial

services firms.     Based in New Jersey, IPC has over 900 employees throughout the

Americas, Europe and the Asia—Pacific regions.




1 See ITC—T/C—20030220—00092 pursuant to which Gains Acquisition Corp. obtained the International 214
authority (ITC—214—20010817—00425) of Gains International Infocom Holdings BV ("GII Holdings") by
acquiring Gains International (US) Inc. and Gains International (Europe) Limited, both of which were
wholly owned by GII Holdings. In a letter dated May 20, 2003, Gains Acquisition Corp. notified the
Commission of a pro forma transfer of control of Gains Acquisition Corp‘s International 214 authority to
IPC Information Systems, Inc., which was subsequently converted into a limited liability company, IPC
Information Systems, LLC. The authorization was later assigned in a pro forma assignment from IPC
Information Systems, LLC to IPC Systems, Inc. in ITC—ASG—20061019—00479, granted 10/25/2006, DA
06—2117.
2 IPC Systems is solely (100%) owned by IPC Systems Holdings Corp., a Delaware corporation, whichis
solely (100%) owned by IPC.
3 IPC Network is solely (100%) owned by Gains Acquisition Corp., a Delaware corporation, which is
wholly owned by IPC Systems, in part (8%) and through a wholly—owned subsidiary Westcom Holding
Corporation, a Delaware corporation (92%).


In re IPC Corp. and                                                                                Page 3
Centerbridge Capital Partners II, L.P.



         Centerbridge is an investment management firm focused on value—oriented private

equity and distressed investment opportunities. Its portfolio companies include several

technology industry leaders.

         Pursuant to an Agreement and Plan of Merger dated December 1, 2014,

Centerbridge and one of its affiliates* will indirectly acquire all or a majority of the equity

and voting interests in IPC by merging Ivy Acquisition Sub Inc. (which is currently an

indirect wholly—owned subsidiary éf Centerbridge, formed for the sole purpose of acquiring

IPC) with and into IPC, with IPC surviving the merger and the prior owners of IPC®

receiving the consideration specified in such Agreement and Plan of Merger. Following

the consummation of the merger, IPC will become a wholly—owned subsidiary of Ivy

Acquisition Parent Inc. Ivy Acquisition Parent Inc. will in turn be majority—owned by

Centerbridge and one of its affiliates, and employees of IPC and/or members of IPC‘s

management if such individuals elect to (i) contribute and exchange all or a portion of their

shares of common stock of IPC for shares of common stock of Ivy Acquisition Parent Inc.

and/or (ii) invest in Ivy Acquisition Parent Inc., though none of such individuals will hold

more than 10% of the shares of common stock of Ivy Acquisition Parent Inc. As a result




4 The majority of the equity will be held by Centerbridge. Another affiliate of Centerbridge, Centerbridge
Capital Partners SBS II, L.P., a Delaware limited partnership, will hold less than 3%. Centerbridge Capital
Associates II, LP, a Delaware limited partnership, serves as general partnerto both Centerbridge and
Centerbridge Capital Partners SBS II, L.P.
5 The current ownership of IPC is as follows: IPC is owned by private equity funds affiliated with Silver
Lake Partners, including Silver Lake Partners II, L.P., a Delaware limited partnership ("Silver Lake") as
well as individual current and former IPC officers and employees. The ownership of Silver Lake is widely
distributed and no entity holds more than a 10% equity interest in Silver Lake. Control of Silver Lake is
held by its General Partner, Silver Lake Technology Associates II, L.L.C. ("SLTA II"), a Delaware limited
liability company. The Silver Lake owners of IPC will exchange their shares for consideration and after
the completion of the transaction will have no remaining interest in IPC, IPC Systems, or IPC Network,
directly or indirectly.


In re IPC Corp. and                                                                 Page 4
Centerbridge Capital Partners II, L.P.



of the merger, IPC will become an indirect majority—owned subsidiary of Centerbridge,

thereby changing the control of IPC Systems and IPC Network, the 214 authorization

holders. See Exhibit 1 for a diagram of the transaction.

        Although the proposed transaction will result in a change in the ultimate ownership

of IPC, IPC Systems, and IPC Network, the transaction will not have any immediate effect

on the operations of IPC, IPC Systems, or IPC Network, nor adversely affect any of the

customers who receive services in connection with the ongoing operations of IPC, IPC

Systems, or IPC Network. Immediately following the consummation of the transaction,

those customers will continue to receive services under the same rates, terms and

conditions of service as existed prior to the transaction, and will continue to receive

services under the IPC brand name. As new indirect subsidiaries of Centerbridge, IPC

Systems, and IPC Network will continue to provide services to customers and will retain

the assets used in the provision of such services.    As a result, the transaction will be

transparent to the customers.

2.     Public Interest Statement

       Applicants respectfully submit that the proposed transaction serves the public

interest, convenience and necessity. The transaction will ensure the continued viability of

IPC, and consequently IPC Systems, and IPC Network, and the services they provide to

numerous customers.     In addition, Centerbridge intends to provide extensive financial

resources and management expertise to expand the network and marketing potential of

IPC, thereby providing increased competition and enhanced service capabilities in the

telecommunications market. And, as noted above, the proposed changes in ownership of


In re IPC Corp. and                                                                   Page 5
Centerbridge Capital Partners II, L.P.



IPC and, indirectly, IPC Systems, and IPC Network, will not confuse, inconvenience or

otherwise harm IPC‘s customers. Furthermore, because neither Centerbridge nor any of

its portfolio companies are telecommunications providers, the transaction results in no

concentration in the relevant markets.

3.     Information About the Transferor and Transferee

       The following information is submitted pursuant to Sections 63.04(b), 63.24(e) and

63.18 of the Commission‘s Rules, 47 C.F.R. §§ 63.04(b), 63.24(e) and 63.18:

       (a)     The name, address and telephone number of the transferor and transferee:

               The transferor:

               IPC Corp.
               Attn: John McSherry, General Counsel
               1500 Plaza Ten, 15th floor
               (3 Second Street)
               Jersey City, NJ 07311
               Phone: (201) 253—2000

               The transferee:

               Centerbridge Capital Partners II, LP.
               Attn: The Office of General Counsel
               375 Park Avenue, 12th Floor
               New York, NY 10152
               Phone: (212) 672—5000

       (b)     The transferor, IPC, is organized under the laws of the state of Delaware.

The transferee, Centerbridge, is organized under the laws of the state of Delaware.

       (c)     Correspondence concerning this application should be addressed as follows:

       For the transferor, IPC and each of IPC Systems and IPC Network:

       Thomas M. Lynch
       Thomas Lynch & Associates
       700 Melvin Avenue, Suite 1


In re IPC Corp. and                                                                 Page 6
Centerbridge Capital Partners II, L.P.



        Annapolis, MD 21401
        (410) 349—4990
        tlynch@telecomlawyers.com

        with a copy to:

       John McSherry, General Counsel
       IPC Corp.
       1500 Plaza Ten, 15th floor
       (3 Second Street)
       Jersey City, NJ 07311
       (201) 253—2000
       john.mesherry@ipc.com

       For the transferee, Centerbridge:

       Weil, Gotshal & Manges LLP
       Attn: John B. O‘Loughlin, Jr..
       1300 Eye Street, NW, Suite 900
       Washington, DC 20005—3314
       (202) 682—7050
       john.oloughlin@weil.com

       with a copy to:

       Centerbridge Capital Partners II, L.P.
       Atta: The Office of the General Counsel
       375 Park Avenue, 12th Floor
       New York, NY 10152
       Phone: 212—672—5000

       (d)     The transferee, Centerbridge, has not previously received any Section 214

authorizations nor has any of its portfolio companies received such an authorization during

Centerbridge‘s ownership of such companies. The transferor, IPC, holds an interest in IPC

Systems, which has an international Section 214 authorization and a domestic Section 214

authorization as well as IPC Network, which has a domestic Section 214 authorization.

IPC has no international Section 214 nor domestic Section 214 authorizations of its own


 In re IPC Corp. and                                                                             Page 7
 Centerbridge Capital Partners II, L.P.



 and neither it, nor any of its other affiliates has any other interests in entities holding

 Section 214 authorizations.

         (h)      Upon consummation of the transaction, the ownership of IPC Systems and

IPC Network, the holders of the domestic and international Section 214 authorizations, will

be as follows:

         IPC Network will be owned entirely (100%) by Gains Acquisition Corp., a

Delaware corporation, which is owned 92% by Westcom Holding Corporation, a Delaware

corporation and 8% by IPC Systems. Westcom Holding Corporation is owned 100% by

IPC Systems.

         IPC Systems will be owned entirely (100%) by IPC Systems Holdings Corp, a

Delaware corporation.

         IPC Systems Holdings Corp. will be owned entirely (100%) by IPC.

         IPC will be owned entirely (100%) by Ivy Acquisition Holdings Inc., a Delaware

corporation.

         Ivy Acquisition Holdings Inc. will be owned entirely (100%) by Ivy Acquisition

Parent Inc., a Delaware corporation.

         Ivy Acquisition Parent Inc. will be majority—owned by Centerbridge.                    One of

Centerbridge‘s affiliates, Centerbridge Capital Partners SBS II, L.P.,° a Delaware limited

partnership, will hold less than 3% of Ivy Acquisition Parent Inc. And employees of IPC

and/or members of IPC‘s management may also own a minority interest in Ivy Acquisition




8 Both Centerbridge and Centerbridge Capital Partners SBS II, L.P. are managed by Centerbridge Capital
Associates II, LP, a Delaware limited partnership.


In re IPC Corp. and                                                                     Page 8
Centerbridge Capital Partners II, L.P.



Parent Inc., if such individuals elect to (i) contribute and exchange all or a portion of their

shares of common stock of IPC for shares of common stock of Ivy Acquisition Parent Inc.

and/or (ii) invest in Ivy Acquisition Parent Inc., though none of such individuals will hold

10% or more of the shares of common stock of Ivy Acquisition Parent Inc.

           The ownership of Centerbridge is widely distributed and no investor holds 10% or

more of the ownership interests.         Centerbridge is managed by its general partner,

Centerbridge Associates II, L.P., a Delaware limited partnership, with offices at 375 Park

Avenue, 12th Floor, New York, New York, 10152. The principal business of Centerbridge

Associates II, L.P. is serving as the sole general partner of Centerbridge and certain related

investment vehicles. Centerbridge Associates II, L.P. is managed by its general partner

Centerbridge GP Investors II, LLC, a Delaware limited liability company. The managing

members of Centerbridge GP Investors II, LLC are Mark. T. Gallogly and Jeffrey H.

Aronson (collectively the "Managing Members"). Each of the Managing Members is a

United States citizen with a business address at 375 Park Avenue, 12th Floor, New York,

New York, 10152.        Neither Managing Member individually has positive or negative

control over Centerbridge GP Investors II, LLC. The present principal occupation of each

of the Managing Members is serving as a managing member of Centerbridge GP Investors

II, LLC, and affiliated entities.

           Neither Centerbridge Associates II,      L.P.   nor Centerbridge nor any         of

Centerbridge‘s other portfolio companies has any interlocking directorates with a foreign

carrier.


In re IPC Corp. and                                                                Page 9
Centerbridge Capital Partners II, L.P.



        (i1)   Centerbridge, the transferee, certifies that neither it nor any of its

subsidiaries is affiliated with any foreign carriers. However, upon consummation of the

transaction, Centerbridge will become indirectly affiliated with the same foreign carriers

with which IPC and IPC Systems and are presently affiliated. The foreign carriers with

which IPC and IPC Systems are presently affiliated are as follows:

       IPC Systems is the sole (100%) owner, through one or more subsidiaries, of:

       (1)     IPC Network Services Asia Limited, a company formed under the laws of

Hong Kong and a licensed provider of telecommunications services in Hong Kong, China;

       (2)     IPC Information Systems Malaysia Sdn Bhd, a company formed under the

laws of Malaysia and a licensed provider of telecommunications services in Malaysia;

       (3)     IPC Network Services Japan K.K., a company formed under the laws of

Japan and a licensed provider of telecommunications services in Japan;

       (4)     IPC Network Services Korea, LLC, a company formed under the laws of

Korea and a licensed provider of telecommunications services in Korea;

       (5)     IPC Network Services Asia Limited, Singapore Branch, a company formed

under the laws of Singapore and a licensed provider of telecommunications services in

Singapore;

       (6)     IPC Network Services EMEA Limited, a company formed under the laws

of England and Wales and a licensed provider of telecommunications services in Belgium,

the Czech Republic, Ireland and Spain;


In re IPC Corp. and                                                                Page 10
Centerbridge Capital Partners II, L.P.



        (7)    IPC Network Services Limited, a company formed under the laws of

England and Wales and a licensed provider of telecommunications services in Belgium,

France, Germany, Ireland, Italy, Luxembourg, Spain, Sweden and Switzerland;

        (8)    IPC Information Systems France S.A.R.L., a company formed under the

laws of France and a licensed provider of telecommunications services in France;

        (9)    IPC Information Systems GmbH, a company formed under the laws of

Germany and a licensed provider of telecommunications services in Germany; and

        (10)   IPC Network Services Canada ULC, a company formed under the laws of

Novia Scotia and a licensed provider of telecommunications services in Canada

(collectively, the "IPC Foreign Carriers").

       None of the IPC Foreign Carriers owns any facilities, as defined by Section

63.11(b) of the Commission‘s Rules, 47 C.F.R. § 63.11(b)(ii), in any of the countries

specified above, but instead is a reseller of telecommunications services in such markets.

       IPC Systems provides the following additional information pursuant to Section

63.11(e) of the Commission‘s Rules, 47 C.FR. § 63.11(e): (i) each of the countries

identified above is a member of the World Trade Organization ("WTO"), (ii) IPC Systems

is authorized to provide facilities—based and resold services globally, including to the

countries specified above under ITC—214—20010817—00425, (iii) IPC Systems serves all of

the countries listed above by reselling international private line and switched services

provided by unaffiliated U.S. international facilities—based carriers, (iv) the IPC Foreign

Carriers are solely (100%) owned directly or indirectly by IPC Systems, which is solely

(100%) owned, directly or indirectly, by IPC; consequently, the ownership of the IPC


In re IPC Corp. and                                                                    Page 11
Centerbridge Capital Partners II, L.P.




Foreign Carriers after the consummation of the transaction will be as set forth in Section

3(h) of this Application; (v) IPC hereby certifies on behalf of IPC Systems that IPC

Systems has not agreed to and will not in the future agree 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; (vi) IPC

Systems has no interlocking directorates with any of the IPC Foreign Carriers, (vii) IPC

hereby certifies on behalf of IPC Systems that paragraph 63.11(c) applies with respect to

IPC System‘s affiliation with the IPC Foreign Carriers, 47 C.F.R. § 63.11(c), because none

of the IPC Foreign Carriers owns any facilities in the destination markets, 47 C.F.R.

§63.11(b)(1)(ii), and each of the destination countries is a member of the WTO and the IPC

Foreign Carriers are entitled to a presumption of non—dominance, 47 C.FR.

§63.11(b)(2)(ii). IPC further certifies on behalf of IPC Systems that IPC Systems is entitled

to retain non—dominant classification for each route between the United States and the

countries specified above because (a) each of such countries is a member of the WTO and

(b) pursuant to Section 63.10 of the Commission‘s Rules, 47 C.F.R. § 63.10(a)(3) — (4),

each IPC Foreign Carrier lacks market power on the foreign end of each route because each

IPC Foreign Carrier has significantly less than 50% of market share in the international

transport and local access markets in such countries and, in addition, both IPC Systems and

the IPC Foreign Carriers provide services solely through resale of service provided by

unaffiliated facilities—based carriers.

        0)      Centerbridge, the transferee, certifies that it does not seek to provide U.S. —

international services to any destination country for which (1) it is a foreign carrier in that


 In re IPC Corp. and                                                                  Page 12
 Centerbridge Capital Partners II, L.P.



country, (2) it controls a foreign carrier in that country, (3) any entity that owns more than

25% of Centerbridge, or that controls Centerbridge, controls a foreign carrier in that

country, or (4) two or more foreign carriers (or parties that control foreign carriers) own in

the aggregate more than 25% of Centerbridge and are parties to, or are beneficiaries of a

contractual relationship affecting the provision or marketing of international basic

telecommunications services in the United States. However, Centerbridge certifies that

upon consummation of the transaction, Centerbridge will become indirectly affiliated with

the same foreign carriers with which IPC and IPC Systems are presently affiliated, as set

forth in Section 3(i) of this Application; but no new affiliations with foreign carriers will

arise as a result of the change of control transaction.

         (k)    Each of the countries listed in Section 3(i) of this Application, with respect

to which Centerbridge will become indirectly affiliated with a foreign carrier, is a member

of the WTO.

         (1)   Not applicable.

         (m)   For the reasons set forth in Section 3(i) of this Application, IPC Systems,

currently and as owned by Centerbridge, qualifies for presumptive non—dominant treatment

on all international routes to the countries set forth in Section 3(i) of this Application

pursuant to Section 63.10(a)(3) and (4) of the Commission‘s Rules, 47 C.F.R. § 63.10(a)(3)

— (4).

         (n)   Centerbridge, the transferee, certifies that it has not agreed to accept any

special concessions, directly or indirectly, from any foreign carrier with respect to any U.S.


In re IPC Corp. and                                                                    Page 13
Centerbridge Capital Partners II, L.P.




— 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.

        (0)     Centerbridge certifies, pursuant to Sections 1.2001 through 1.2003 of the

Commission‘s Rules, 47 C.F.R. §§ 1.2001 — 1.2003, that it is not subject to a denial of

Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C.

§ 853(a).

        (p)     Centerbridge desires streamlined processing pursuant to Section 63.12 of

the Commission‘s Rules, 47 C.F.R. § 63.12. The application qualifies for streamlined

processing because the restrictions set forth in Section 63.12 (c) of the Commission‘s Rules

do not apply, 47 C.F.R. § 63.12(c). Centerbridge is not affiliated with a foreign carrier in

a destination market. Centerbridge does not have an affiliation with a dominant U.S. carrier

whose international switched or private line services the applicant seeks authority to resell.

And Centerbridge does 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. If Centerbridge is deemed to be affiliated with the

foreign carriers with which IPC is affiliated for purposes of processing this application,

Centerbridge still qualifies for streamlined processing under Sections 63.12(c)(1)(ii)—(iv)

of the Commission‘s Rules, 47 C.EF.R. §§63.12(c)(1)(ii)—(iv), because the affiliated foreign

carriers own no facilities in the destination markets and are further entitled to a presumption

of non—dominance under Sections 63.10(a)(3) — (4) of the Commission‘s Rules, 47. C.F.R.

§§ 63.10(a)(3—(4), as described in Section 3(i) of this Application.


In re IPC Corp. and                                                                  Page 14
Centerbridge Capital Partners II, L.P.



4.      Domestic Transfer of Control

        In lieu of an attachment to this application, pursuant to Section 63.04(b), the

following information is submitted pursuant to Sections 63.04(a)(6) through (a)(12), 47

C.F.R. §§ 63.04(a)(6) —(a)(12).

        (a)(6) A description of the transaction is set forth in Section 1 of this Application.

        (a)(7) Neither the transferee, Centerbridge, nor any of its affiliates, provides

domestic telecommunications services. IPC, through IPC Network, a subsidiary of IPC

Systems, provides or offers to provide domestic telecommunications services in the

following states: Arizona, California, Colorado, Connecticut, Delaware, District of

Columbia, Florida, Georgia, Ilinois, Indiana, Massachusetts, Maryland, Michigan,

Minnesota, Missouri, Montana, New Hampshire, North Carolina, New Jersey, New

Mexico, Nevada, New York, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina,

Tennessee, Texas, Virginia, Washington and Wisconsin.           IPC Network has obtained

licenses from the states listed above where required. The telecommunications services

provided by IPC in the states listed above are almost exclusively dedicated private line

services for voice and data. IPC Network also provides IP—based services for voice and

data that are not interconnected to the public switched telephone network.

       (a)(8) With respect to domestic interstate services, the Applicants respectfully

submit that this Applicationis eligible for streamlined processing pursuant to Section 63.03

of the Commission‘s Rules, 47 C.F.R. §§ 63.03(b)(1)(ii) and 63.03(b)(2)(i), because (1)

neither the transferee, Centerbridge, nor any of its affiliates, is a telecommunications

provider, (2) immediately following the consummation of the transaction, Applicants and


In re IPC Corp. and                                                                 Page 15
Centerbridge Capital Partners II, L.P.



their affiliates combined will hold less than 10% of the interstate interexchange market, (3)

Applicants and their affiliates will provide local exchange service, if at all, only in areas

served by dominant local exchange carriers (none of which are parties to the proposed

transaction) and (4) none of the Applicants, or their affiliates, is dominant with respect to

any service.

        (a)(9) Through this Application, 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 authorizations pursuant to Rule

63.04(b), 47 C.F.R. § 63.04(b), and is included as an attachment to the application for

transfer of control of an international 214 authorization filed by IPC Systems. No other

applications are being filed with the Commission in connection with the proposed

transaction.

       (a)(10) Prompt completion of the proposed transactions is critical to ensuring that

Applicants can obtain the benefits described in this application. Accordingly, Applicants

respectfully request that the Commission approve this Application expeditiously in order

to permit Applicants to consummate the proposed transaction as promptly as possible.

       (a)(11) Not applicable.

       (a)(12) A statement showing how granting this application will serve the public

interest, convenience and necessity is provided in Section 2 above.

5.     Conclusion

       For the reasons set forth in this application, Applicants respectfully request

expeditious approval of the transfer of control of IPC Corp., 100% indirect parent of IPC


In re IPC Corp. and                                                                Page 16
Centerbridge Capital Partners II, L.P.



Systems, Inc. and 100% indirect parent of IPC Network Services, Inc., holders of domestic

and international Section 214 authorizations, to Centerbridge Capital Partners II, L.P.

                                                     Respectfully submitted,




                                                     Thomas M. Lynch, Esq.
                                                     Thomas M. Lynch & Associates
                                                     700 Melvin Avenue, Suite 1
                                                     Annapolis, MD 21401
                                                     (410) 349—4990 x 100
                                                     tlynch@telecomlawyers.com


Dated December &_, 2014


              Exhibit 1
Diagram of Transaction


                                                                                                      Exhibit 1




Before Transaction                                                 After Transaction

  Silver Lake Partners II, LP          Others, all less than 5%

                ~95%             ~5%



                                                                                       % TBD but
                                                                                       estimated at
                 100%
                                                                                       5%




                 100%                                                           100%
                                                                           v.
                                 8%



                 100%           92%                         100%                100%




                                                                                100%
                                                                           3


                                                                    Verification of IPC


On behalf of IPC Corp., IPC Systems, Inc., and IPC Network Services, Inc., I, John
McSherry, hereby certify upon penalty of perjury that I am the Secretary of IPC Corp.,
IPC Systems, Inc., and IPC Network Services, Inc., and that the statements in the
foregoing Federal Communications Commission Section 214 Application are true,
complete and correct to the best of my knowledge, and such statements are made in good
faith.




                                             4’ &

                             John      herry, Secr
                                                ary
                             IPC Corp.
                             IPC Systems, Inc.
                             IPC Network Serv1ces Inc.
                             Dated: December %~_, 2014


                                                                   Verification of Centerbridge


On behalf of Centerbridge Capital Partners II, L.P. and Ivy Acquisition Holdings Inc., I, Mark T.
Gallogly, hereby certify upon penalty of perjury that I am a managing member of Centerbridge
GP Investors II, LLC, the general partner of Centerbridge Associates II, L.P., which is the
general partner of Centerbridge Capital Partners II, L.P., the sole owner of Ivy Acquisition
Holdings Inc., and that the statements in the foregoing Federal Communications Commission
Section 214 Application are true, complete and correct to the best of my knowledge, and such
statements are made in good faith.




                              Mark T.Gallogly        /
                             Managing Member, Fenterbridge GP Investors II, LLC
                             Dated: December 5,#814



Document Created: 2019-04-20 20:24:40
Document Modified: 2019-04-20 20:24:40

© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC