Attachment Pro Forma Notice

This document pretains to ITC-T/C-20150206-00040 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2015020600040_1076137

Morgan, lewis & Bockius LLP 2020 K Street, NW Morgan Lewis Washington, District of Columbia 20006-1806 COUNSELORS AT LAW Tel. 202.373.6000 Fax: 202.373.6001 www.morganlewis.com Ulises R. Pin Partner +1.202 .373.6664 u.pin@morganlewis.com February 6, 2015 VIA IBFS Marlene H. Dortch, Secretary Federal Communications Commission Room TW-B204 445 12th Street, SW Washington, DC 20554 Attention: International Bureau, Policy Division Re: Iusatel USA, Inc., Notification of Pro Forma Transfer Dear Secretary Dortch: Iusatel USA Inc. ("Iusatel USA"), by its undersigned counsel submits this Notification of Pro Forma Transfer, pursuant to Section 63.24(d) of the Commission's Rules, 47 C.F.R. § 63.24(d). Iusatel USA holds global, facilities-based and resold international Section 214 authority, File No. ITC-214-19960923-00459. Iusatel USA solely provides cross-border services to U.S. carriers at several locations along the U.S.-Mexico border, including international voice and data services. By this pro forma transfer filing, Iusatel USA is providing the Commission notice of a transaction (the "Transaction") whereby, Iusatel USA's ultimate shareholders Grupo Televisa S.A.B. ("Grupo Televisa") and Grupo Salinas Telecom, S.A. de C.V. ("Grupo Salinas Telecom"), agreed that Grupo Televisa will transfer to Grupo Salinas Telecom its 50% equity interest in Iusatel USA and other Mexican operating subsidiaries of Grupo Iusacell, S.A. de C.V. ("Grupo Iusacell"). 1 As a result of the Transaction, Grupo Salinas Telecom indirectly holds Prior to the Transaction, each ofGrupo Televisa and Grupo Salinas Telecom, held an indirect 50% equity and voting interest in Iusatel USA. Almaty Astana Beijing Boston Brussels Chicago Dallas Dubai Frankfurt Harrisburg Hartford Houston London Los Angeles Miami Moscow New York Orange County Paris Philadelphia Pittsburgh Princeton San Francisco Santa Monica Silicon Valley Tokyo Washington Wilmington N76673424 1

Morgan Lewis Marlene H. Dortch, Secretary COUNSELORS AT LAW February 6, 2015 Page2 100% of the equity and voting interests in Iusatel USA. Pre and post Transaction charts are attached hereto as Exhibit A. The Transaction was governed by Mexican law and was consummated on January 6, 2 2015. For the following reasons, the Transaction does not constitute a change of control of Iusatel USA under Section 63.24 of the Commission's Rules, 47 C.F.R. § 63.24: • The Transaction does not result in a de jure or de facto change of control in Iusatel USA. Iusatel USA will continue to be controlled by Grupo Salinas Telecom one of the shareholders that currently control the company. The Commission has previously considered other transactions in which two shareholders each has a 50% equity interest in a licensee (i.e., each shareholder has negative control) and then one shareholder assumes a positive control interest in the licensee, as pro forma transfers. In particular, the Commission has repeatedly considered that no additional approval is necessary when a party that has negative control assumes positive control of the licensee and that controlling party was previously vetted by the Commission in prior applications.3 • The Transaction does not involve an assignment of any license or a change in the day-to- day operations of lusatel USA. • There will be no change in the services offered to customers or the rates oflusatel USA's services, and the Transaction is completely transparent to lusatel USA's customers. Subsequent to the Transaction, Grupo Salinas Telecom agreed to sell 100% ofGrupo Iusacell, including all of its Mexican wireless operating subsidiaries to AT&T Inc. ("AT&T"). However, Iusatel USA is not part of the Mexican wireless companies sold to AT&T and remains wholly-owned and controlled by Grupo Salinas Telecom. See, e.g. In re Request ofMcCaw Cellular Communications, Inc., 4 FCC Red 3784, 3791, n. 9 (1989). The test for "substantiality" has been, (a) whether 50% or more of the stock is being transferred.... and (b) whether as a result of the transaction, 50% or more of the outstanding stock will be held by a person or persons whose qualifications have not been approved or "passed upon" in a "long form application" ... for the particular station involved. In the Matter ofGrace Missionary Baptist Church, 80 FCC 2d 330 (1980) (citing In the Matter of Barnes Enterprises, Inc., 55 FCC 2d 721 ( 1975). In Barnes, the Commission found that where 90% of the stock remained in the hands of individuals whose qualifications have been passed upon, did not amount to a substantial change of control requiring a long-form application. Similarly, in GafJfney Broadcasting, the Commission ruled that a short form application for transfer of control was properly used where a husband and wife held 50% of the licensee's stock and acquired the remaining 50% from other stockholders. In the Matter ofGaffney Broadcasting, 35 RR 2d 1607 ( 1976). N76673424. 1

Morgan Lewis Marlene H. Dortch, Secretary counsrroars an caw February 6. 2015 Page 3 As required by Section 63.24(f)(2) of the Commission‘s Rules (47 C.F.R. § 63.24(f)(2)), Tusatel USA provides the following information required by 63.18(a) through (d) and (h) of the Commission‘s Rules (47 C.F.R. § 63.18): 1. Section 63.18(a): Name, address and telephone number ofTusatel USA: Tusatel USA, Inc. FRN 0007453806 Montes Urales No. 450 Quinto Piso Colonia Lomas de Chapultepec Mexico City, 11000 Mexico +52—55 5109—6840 2. Section 63.18(b): Tusatel USA is a Delaware corporation. $ Section 63.18(c): Correspondence concerning this filing should be sent to: Ulises R. Pin Morgan Lewis & Bockius LLP 2020 K. Street, N.W. Washington, DC 20006—1806 (202) 373—6664 (Tel) (202) 373—6001 (Fax) u.pin@morganlewis.com 4. Section 63. l_Ll Tusatel USA provides international facilities—based and resale telecommunications services pursuant to FCC File No. ITC—214—19960923—00459. $. Section 63.18(h): The name, address, citizenship and principal business activity of any person having a 10% or greaterinterest in Tusatel USA is attached hereto as Exhibit B. Other than as previously reported to the Commission, there are no interlocking officers or directors to report. Tusatel USA certifies that the Transaction was pro forma and that, together with all previous pro forma transactions, did not result in a change in the ultimate control of Tusatel USA. ansstzinca

Morgan Lewis Marlene H. Dortch, Secretary counserors at caw February 6, 2015 Page 4 Please contact the undersigned at (202) 373—6664, if you have any questions or comments regarding this filing. Respectfully submitted, Ulises R. Pin Counsel for Iusatel USA, Inc. Attachments ce: Norma Urzua, Esq. Eduardo Ruiz, Esq. ancsrsiae t

CERTIFICATION On behalf of lusatel USA, 1 hereby certify that the foregoing Pro Forma Transfer Notification was prepared under my direction and control. 1 further certify that all statements therein are true, complete, and correct to the best of my knowledge and are made in good faith and that the Transaction described therein was pro /orma under the Commission‘s Rules. 1 certify under penalty of perjury that the foregoing is true. IUSATEL USA, INC. / es LW/,/ 0; By:— ~ z> Name: Francisco Xavier Botrbgo Hindjosa Linage Title: General Counsel Date: February 5, 2015 a resrsim 1

Exhibit A OWNERSIDP CHARTS A/76673424. 1

Pre-Transaction Ownership Structure Grupo Televisa, S.A.B. 1 100% Grupo Salinas Telecom, Corporativo Vasco de S.A. deC.V. Quiroga, S.A. de C.V. 50% 50% GSF Telecom Holdings, S.A.P.I. de C.V. 1 100% Grupo Iusacell, S.A. deC.V. I 100% Grupo Iusacell Celular, S.AdeC.V. I 100% Total Play Telecomunicaciones, S.A. deC.V. I 100% lusatel USA, Inc. (Licensee) N76673402.1

Post-Transaction Ownership Structure Grupo Salinas Telecom, S.A. de C.V. I 99.8% Total Play Telecomunicaciones, S.A. de C.V. I 100% Iusatel USA, Inc. (Licensee) A/76673420.1

Exhibit B OWNERSHIP INFORMATION As of the date of the closing of the Transaction, the 10% or greater direct shareholders of Iusatel USA, Inc. will be: Name: Total Play Telecomunicaciones, S.A. de C.V. ("Total Play") Address: Montes Urales No. 450 Quinto Piso Colonia Lomas de Chapultepec Mexico City, 11000 Mexico Ownership: 100% Citizenship: Mexico Principal Business: Telecommunications The following entity will hold an indirect ten percent (1 0%) or greater equity or controlling interest in Licensee through its ownership in Total Play: Name: Grupo Salinas Telecom, S.A. de C.V. Address: Montes Urales No. 450 Quinto Piso Colonia Lomas de Chapultepec Mexico City, 11000 Mexico Ownership: 99.8% Citizenship: Mexico Principal Business: Holding Company The following person will hold an indirect ten percent (10%) or greater equity or controlling interest in Licensee through its ownership ofGrupo Salinas Telecom: Name: Ricardo Benjamin Salinas Pliego Address: Periferico Sur 4119 Colonia Fuentes del Pedregal Mexico City, 14141 Mexico Ownership: 73.75% Citizenship: Mexico Principal Business: Retailing, Telecommunications and Media No other person or entity will hold a 10% or greater indirect interest in Iusatel USA through an ownership interest in Grupo Salinas Telecom. A/76673424.1


Document Created: 2015-02-06 12:37:47
Document Modified: 2015-02-06 12:37:47
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