Attachment Notification

This document pretains to ITC-T/C-20150423-00103 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2015042300103_1085778

A rent hx Arent Fox LLP / Attorneys at Law Los Angeles, CA / New York, NY / San Francisco, CA / Washington, DC www.arentfox.com April 22, 2015 Katherine E. Barker Marshall Senior Attorney 202.857.6104 pirect 202.857.6395 rax VIA IBFS katherine.marshall@arentfox.com Marlene Dortch Secretary Federal Communications Commission 445 12st Street SW Washington, DC 20554 Re: Notification of a Pro Forma Transfer of Control of Perseus Telecom Limited (FRN: 0019491802; File No. File No. ITC—214—20100115—00020) Pursuant to Section 214 of the Communications Act of 1934, As Amended Dear Ms. Dortch: Perseus Telecom Limited [FRN: 0019491802], ("Licensee"), by its counsel and pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. §214 (the "Act"), and Sections 63.03, 63.04, and 63.24(f) of the Commission‘s Rules, 47 CFR §§ 63.03, 63.04, and 63.24(f), hereby notifies the Federal Communications Commission ("Commission") of a pro forma transaction, which resulted in the insertion of a new direct parent company between the Licensee and the ultimate ownership of the Licensee, Perseus Telecom Holding Company Limited ("Holding"). In addition, this Transaction resulted in the transfer of 12.5% of the ownership interest to Goldman, Sachs & Co. ("Goldman") (the "Transaction"). At all times, Dr. Jock Percy, the Chief Executive Officer of Perseus and its majority shareholder, held and continues to hold de facto and de jure control of the Licensee. Prior to the Transaction, there was no intermediate entity between the ownership and the Licensee. The Transaction was effective March 19, 2015. While the Transaction adds an additional 10% or more ultimate shareholder in the Licensee, the Licensee believes this is a minor transaction under 63.24(f), and as such, Commission approval is not required because the ultimate de facto and de jure control remained at all times with Dr. Jock Percy. Further, the Licensee is a non—dominant competitive carrier, controlling less than 10% of the telecommunications market in the United States. In support of this Notification, Licensee provides the following information: 555 West Fifth Street, 48th Floor 1675 Broadway 55 Second Street, 21"" Floor 1717 K Street, NW Los Angeles, CA 90013—1065 New York, NY 10019—5820 San Francisco, CA 94105—3470 Washington, DC 20006—5344 T 213.629.7400 F213.629.7401 T 212.484.3900 F 212.484.3990 T 415.757.5500 F415.757.5501 T 202.857.6000 F 202.857.6395

April 22, 2015 Arent Fox Page 2 L. The Parties A. Perseus Telecom Limited Perseus Telecom Limited is an entity formed under the laws of Ireland, headquartered at 1 Floor, Riverview House, 21—23 City Quay, Dublin, Ireland, with an office located at 30 Vesey Street, 14‘" Floor, New York, NY, 10007. Perseus Telecom Limited holds blanket domestic authority to provide interstate telecommunications services, pursuant to Section 214 of the Communications Act of 1934, as amended. 47 U.S.C. §214. Additionally, Perseus Telecom Limited holds authority to provide International Services, under File No. ITC—214—20100115— 00020, granted July 22, 2010. B. Dr. Jock Percy Dr. Percy is a citizen of the United Kingdom, and is Chief Executive Officer of Licensee. His business address is: 30 Vesey Street, 14° Floor, New York, NY, 10007. Post—close, Dr. Percy retains 64.52% indirect interest in Perseus Telecom Limited. In his capacity of Chief Executive Officer, Dr. Percy has retained de facto and de jure control of the Licensee and manages the day—to—day operations of the Licensee. C. Goldman, Sachs & Co. Goldman, Sachs & Co. is headquartered at 200 West St., New York, NY, 10282. It is a limited partnership formed under the laws of New York. As a result of the Transaction, Goldman may assert a 12.5% indirect interest in the Licensee and may appoint one member to the board of Holding; however Goldman does not control the day—to—day operations of the Licensee. II. Designated Contacts The designated contacts for questions concerning this Notification are: Katherine Barker Marshall Arent Fox LLP 1717 K Street NW Washington, DC 20036 Telephone: (202) 857—6104 Facsimile: (202) 857—6395 E—mail: katherine.marshall@arentfox.com

April 22, 2015 Are nt F()X Page 3 With a copy to: Rachel Zublatt General Counsel Perseus Telecom Limited 30 Vesey Street, 14th Floor New York, NY 10007 Telephone: (347) 535—4626 E—mail: rachel.zublatt@perseus.co III. Description of the Transaction By the terms of an Agreement, dated March 19, 2015, a new parent company, Perseus Telecom Holding Company Limited, was inserted into the then—existing ownership structure of the Licensee. In addition, Goldman obtained a 12.5% indirect ownership interest in the Licensee through its 12.5% ownership in Perseus Telecom Holding Company Limited. This Transaction is strictly internal in nature and does not result in a change in ultimate control of the Licensee. Dr. Percy has been, and continues to be, the Chief Executive Officer of Licensee, and had held a majority—shareholder interest in the Licensee. The Transaction will have no impact whatsoever on Licensee‘s customers. They will continue to receive their existing services at the same rates, terms and conditions that they have prior to the Transaction. The Licensee will continue to be managed by personnel with significant experience in the telecommunications industry. IV. Information Required by Section 63.18(h) of the Commission Rules: Post—Transaction, the following Parties will be able to assert a 10% or more ownership interest in Perseus: Perseus Telecom Holding Company Limited 1 Floor, Riverview House, 21—23 City Quay, Dublin, Ireland with an office located at: 30 Vesey Street, 14"" Floor New York, NY, 10007 Telephone: (212) 300—6813 Ireland Company Ownership Interest: 100% of Perseus Telecom Limited

April 22, 2015 Arent Fox Page 4 Perseus Telecom Limited Holding Company is controlled by: Dr. Jock Percy Chief Executive Officer Perseus Telecom Limited 30 Vesey Street, 14th Floor New York, NY 10007 Telephone: (212) 300—6813 UK Citizen Ownership Interest: 64.52% (represents direct and indirect interest) in Perseus Telecom Limited Holding Company Goldman, Sachs & Co. 200 West Street New York, New York 10282. Telephone: (212) 902—1000 New York Limited Partnership Ownership Interest: 12.5% in Perseus Telecom Limited Holding Company Goldman is, in turn, controlled by: The Goldman Sachs Group, Inc., a bank holding company. 200 West Street New York, New York 10282. Attn: Milt Millman Telephone: (212) 902—1000 Ownership Interest: 100% No other individuals or entities can assert a direct or indirect interest of 10% or more in the Licensee. V. Public Interest Statement The changes described in this Notification will have no impact on public interest considerations. The entity offering service to the customers is still the Licensee, and these pro forma changes in ownership do not impact the Licensee‘s ability to provide service to its customers. The net result of the Transaction is that the Licensee has obtained a new direct parental entity, and that Goldman has obtained a 12.5% indirect ownership in the Licensee. The majority shareholder has not changed, nor has his function as the Chief Executive Officer of the

?;)gr(ial 522, 2015 Arent Fox Licensee. Finally, this Transaction is transparent to its customers. Therefore, this Transaction is in the public interest. VI. Conclusion Licensee respectfully submits this Notification to the Commission. . Thank you for your assistance in this matter and please do not hesitate to contact me if you have any questions or concerns. Respectfully submitted, PBUUQU E.laralat Katherine E. Barker Marshall ce: David Krech, International Bureau (via e—mail) Adrienne Downs, International Bureau (via e—mail)


Document Created: 2015-04-22 16:59:10
Document Modified: 2015-04-22 16:59:10
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