Attachment ATT 1

This document pretains to ITC-T/C-20150327-00079 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2015032700079_1081373

ATTACHMENT 1 Notification of Pro Forma Transfer of Control Pursuant to Section 214 of the Communications Act of 1934, as amended, (“the Act”), 47 U.S.C. § 214 and Section 3.24(f) of the Commission’s rules, 47 C.F.R. § 63.249f), Smith Bagley, Inc. (“SBI”) hereby notifies the Commission of the pro forma transfer of control of SBI as a result of the winding up of the Estate of Smith Bagley, who died in January of 2010. Mr. Bagley’s estate is now being settled, and the final disposition of the Estate’s assets, including SBI, is now being made. As more fully explained in response to Question 13 below, the ultimate ownership or control of the international Section 214 authorization at issue has not changed, and is, therefore, pro forma in nature. This pro forma transfer of control occurred on February 26, 2015.1 Answer to Question 10 – Section 63.18(c)-(d): The contact information for both the transferor and transferee is as follows: Justin E. Hinkle Smith Bagley, Inc. 1500 South White Mountain Road Show Low, AZ 85901 (928) 537-0690 Todd Slamowitz, Esq. Lukas, Nace, Gutierrez & Sachs, LLP 8300 Greensboro Drive, Suite 1200 McLean, VA 22102 Phone: (703) 584-8673 Fax: (703) 584-8696 The transferee, the Smith Bagley Revocable Trust, does not hold any international Section 214 authorization. 1 Notification is concurrently being filed with the Wireless Telecommunications Bureau with regard to the common carrier radio licenses impacted by the settlement of the estate. See ULS File No. 0006696872.

Answer to Question 11 – Section 63.18(h): The following persons or entities directly or indirectly own at least 10% of SBI: Principal Business Percent of Interest Held Name/Address/Citizenship Smith Bagley Revocable Trust Trust 60% interest c/o Smith Bagley, Inc. 1500 South White Mountain Road Show Low, AZ 85901 Organized: United States Elizabeth Frawley Bagley and PNC Bank, N.A. serve as the trustees. No other person or entity directly or indirectly holds a 10 percent or greater interest in SBI. Answer to Question 13: SBI hereby notifies the Commission of the pro forma transfer of control that occurred on February 26, 2015 as a result of the winding up of the Estate of Smith Bagley, who died in January of 2010. On February 26, 2015, all of the assets in the Estate of Smith Bagley were distributed to the Smith Bagley Revocable Trust, including shares representing a sixty percent (60%) interest in SBI. Elizabeth Frawley Bagley continues to maintain a controlling interest in the company. She also exercises de facto control of SBI through her continuing role as chairman of the Company’s Board of Directors. Therefore, no substantive change in control occurred as a result of the distribution of company shares from the Estate of Smith Bagley to the Smith Bagley Revocable Trust. This transaction is the first of a two-step process in the winding up of Mr. Bagley’s estate. The second step is expected to be completed within the next several months and SBI will file a second notification when that transaction is consummated.


Document Created: 2015-03-27 10:03:43
Document Modified: 2015-03-27 10:03:43
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