Attachment Notification ITC-T/C-20150417-00091

Attachment Notification

This document pretains to ITC-T/C-20150417-00091 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2015041700091_1083844

ATTACHMENT 1

Answer to Question 11 - Section 63.18(h) Ownership Information

As a result of the Involuntary Change, the following entities hold, directly or indirectly, a

10% or greater interest1 in Sirius Telecommunications, Inc. as calculated pursuant to the

Commission ownership attribution rules for international telecommunications carriers:

Name: The Maryann F. Edgecomb Trust (“MFE Trust”)
Address: c/o Sirius Telecommunications, Inc.
1933 Cliff Drive, Suite 28
Santa Barbara, CA 93109
Citizenship: U.S. (California)
Principal Business: Investments
% Interest: 100% (directly in Sirius Telecom)

Maryann F. Edgecomb is the sole Trustee of the MFE Trust. She is a U.S. citizen
and can also be reached at Sirius Telecom’s address.

Answer to Question 12 - Section 63.18(h) Interlocking Directorates

Sirius Telecom does not have any interlocking directorates with a foreign carrier.

Answer to Question 13 - Description of the Involuntary Change

On or about November 7, 2011, there was an involuntary change in direct ownership of

Sirius Telecommunications, Inc. (“Sirius Telecom”) (the “Involuntary Change”) in connection

with the death of Christopher E. Edgecomb.2 At the time of Mr. Edgecomb’s death, Sirius

Telecom was wholly owned by the Christopher E. Edgecomb Living Trust (the “CEE Trust” or

“Transferor”) whose sole Trustee was Mr. Edgecomb. Following Mr. Edgecomb’s death and in

1
Unless otherwise indicated, the ownership interests provided herein represent both equity and
voting interests.
2
At some indeterminate date before Mr. Edgecomb’s death, Sirius Holdings, Inc. (“Holdings”), a
California corporation, was removed as a holding company between Sirius Telecom and CEE Trust (the
“Pro Forma Change”). As a result, Sirius Telecom became 100% directly owned by CEE Trust;
previously CEE Trust indirectly owned 100% of Sirius Telecom as the direct 100% owner of Holdings.
Since the ultimate ownership of Sirius Telecom did not change, the removal of Holdings from the chain
of ownership was pro forma in nature.

accordance with the terms of the CEE Trust, CEE Trust’s ownership interest in Sirius Telecom

was transferred to The Maryann F. Edgecomb Living Trust (“MFE Trust” or “Transferee”)

whose sole Trustee is Maryann F. Edgecomb, the widow of Mr. Edgecomb.3 Therefore, the

MFE Trust directly wholly owns Sirius Telecom and Ms. Edgecomb indirectly controls Sirius

Telecom as the Trustee of MFE Trust.

Due to the nature of the Involuntary Change and further administrative oversight, this

filing was not made within 30 days of its occurrence, as required by Section 1.948(c)(1) of the

rules, 47 C.F.R. § 1.948(c)(1).4 The failure to timely file was entirely inadvertent and there was

no intent to violate or flout any Commission rule; rather, the Parties take their responsibilities to

comply with the Commission’s rules, including the rules regarding involuntary assignments and

transfers of control, very seriously. And, Sirius Telecom has implemented procedures to ensure

that similar oversights do not occur in the future. Aside from failing to timely submit filings for

the Involuntary Change and prior Pro Forma Change, Sirius Telecom has otherwise been

operated in compliance with the Commission’s rules and procedures.

3
Importantly, the primary beneficiary of the CEE Trust was the MFE Trust. The contingent
beneficiaries of the CEE Trust were the same as the primary beneficiaries of the MFE Trust.
4
Similarly, Sirius Telecom did not timely notify the Commission of the Pro Forma Change due to
an administrative oversight.

Document Created: 2015-04-17 10:38:06
Document Modified: 2015-04-17 10:38:06

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