Attachment TCI Notice

This document pretains to ITC-T/C-20150430-00113 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2015043000113_1087048

KELLEY DRYE & WARREN llp A LIMITED LIABILITY PARTNERSHIP WASHINGTON HARBOUR, SUITE 400 NEW YORK, NY FACSIMILE LOS ANGELES C A 3050 K STREET, NW (202) 342-8451 CHICAGO, IL WASHINGTON, DC 20007 WWW.kelleydrye.com STAMFORD. CT PARSIPPANY N J (202) 342-8400 STEVEN A, AUGUSTINO BRUSSELS. BELGIUM DIRECT LINE: (202) 342-8612 EMAIL; sauguslino@kel!eydrye.com AFFILIATE OFFICE MUMBAI, INDIA April 30, 2015 Marlene Dortch via IBFS Secretary Federal Communications Commission 445 12* Street SW Washington, DC 20554 Re: Notification, pursuant to Section 63.24(f) of the Commission’s Rules, of a pro forma merger and transfer of control of Total Call International, LLC, which holds blanket domestic Section 214 authority and international Seetion 214 authority (File No, lTC-214-20000121-00036); and Notification, pursuant to Section 63.24(f) of the Commission’s Rules, of a pro forma transfer of control of Total Call Mobile, LLC which holds international Section 214 authority (File No. ITC-214-20091105-00474); and Notification, pursuant to Section 63.24(f) of the Commission’s Rules, of a pro forma transfer of control of Locus Telecommunications, LLC which holds blanket domestic Section 214 authority and international Section 214 authority (File No. lTC-214-19950819-00044) Dear Ms. Dortch: Total Call International, LLC ', (“TCI”) Total Call Mobile, LLC (“TCM”) and Locus Telecommunications, LLC.^ (“Locus” and together with TCI and TCM, the “Companies”), by their attorneys, hereby notify the Federal Communications Commission of a series of non­ substantive, forma transactions, pursuant to Section 63.24(f) of the Commission’s Rules, that took place on March 31, 2015. Specifically, the Companies have undertaken internal reorganizations resulting in pro forma transfers of control and TCI completed a pro forma merger with a commonly owned affiliate. None of these transactions resulted in any change in the ultimate ownership of the Companies nor were any services discontinued.^ I FRN: 0006807309. FRN: 0018458091. 3 In addition, TCM and Locus converted from Delaware corporations to Delaware limited liability companies on March 31, 2015.

KELLEY DRYE & WARREN llp Ms. Marlene Dortch April 30, 2015 Page Two TCI is a provider of prepaid calling card services and holds domestic and international Section 214 authority from the Commission."^ TCM is a provider of wireless telecommunications service and holds international Section 214 authority from the Commission.^ Locus provides both prepaid calling card services and wireless telecommunications service and holds international Section 214 authority^ and, with respect to its prepaid calling card services, domestic Section 214 authority. Description of the Pro Forma Transactions Prior to the pro forma internal reorganization, TCI Inc. and Locus were directly held and wholly owned by KDDI America, Inc. (“KDDI America”) which, in turn is wholly owned by KDDI Corporation. TCM was a direct, wholly owned subsidiary of TCI Inc. and an indirect wholly owned subsidiary of KDDI America. In turn, KDDI America is a direct, wholly owned subsidiary of KDDI Corporation, a public corporation based in Japan. With this filing, the Companies notify the Commission of the following, effective March 31, 2015: (i) KDDI US Holding Inc. (“KDDI US”), a newly formed entity incorporated under the laws of the State of Delaware, has been inserted into the chain of ownership between TCI and Locus, on the one hand, and their prior direct parent entity, KDDI America. KDDI US is a direct, wholly owned subsidiary of KDDI America. There has been no change in the ultimate ownership of TCI or Locus. (ii) Control of TCM has been transferred from TCI to KDDI US. As a result, TCM is now directly held and wholly owned by KDDI US. There has been no change in the ultimate ownership of TCM. (iii) TCI, a California corporation, merged with and into. Total Call International, LLC, (“TCI LLC”) a commonly owned affiliate and limited liability company formed under the laws of the State of Delaware, with TCI LLC as the surviving entity. Both before and after the merger, TCI LLC was, and remains a direct and wholly owned subsidiary of KDDI US. As a result of these transactions, TCI LLC, TCM and Locus are each directly and wholly owned by KDDI US. KDDI US is direetly and wholly owned by KDDI America and there has been no change in the ownership of KDDI America. Accordingly, these transactions have not See File No. ITC-214-20000121-00036 (granted Feb. 23, 2000). Domestic authority was obtained by operation of rule. See47C.F.R. §63.01. See File No. lTC-214-20091105-00474 (granted Dec. 4, 2009), See File No. lTC-214-19950819-00044 (granted Sept. 1, 1995),

KELLEY DRYE & WARREN llp Ms. Marlene Dortch April 30, 2015 Page Three resulted in any change in the ultimate control of TCI LLC, TCM or Locus. Diagrams of the pre- and post-transaction corporate structures are provided as Exhibit A. In addition, on March 31, 2015, TCM and Locus, both corporations formed under the laws of the State of Delaware, completed corporate conversions to become Delaware limited liability companies. In accordance with Section 63.24(f)(2) of the Commission’s Rules, the Companies provide the information requested in paragraphs (a) through (d) and (h) of Section 63.18 of the Commission’s Rules. (a) Name, address and telephone number of the parties: Total Call International, LLC 1411 W. 190th Street, Suite 650 Gardena, CA 90248 (310)818-4300 Total Call Mobile, LLC 1411 W. 190th Street, Suite 650 Gardena, CA 90248 (310) 818-4300 Locus Telecommunications, LLC 2200 Fletcher Avenue Fort Lee, New Jersey 07024 (201) 585-3600 (b) TCI LLC, TCM and Locus are each limited liability companies formed under the laws of the State of Delaware. (c) Correspondence concerning this filing should be sent to: Steven A. Augustino Denise N. Smith Kelley Drye & Warren LLP 3050 K Street, N.W. Washington, D.C. 20007 Tel: (202) 342-8400 saugustino@kellevdrve.com

KELLEY DRYE & WARREN llp Ms. Marlene Dortch April 30,2015 Page Four d.smith@kellevdrve.com (d) TCI LLC holds an international Section 214 license to provide global or limited global facilities-based and resale international telecommunications services, granted in File No. ITC-214-20000121-00036 on February 23, 2000. TCM holds an international Section 214 license to provide global or limited global facilities-based and resale international telecommunications services, granted in File No. ITC-214-20091105-00474 on December 4, 2009. Locus holds an international Section 214 license to provide global or limited global resale international telecommunications services, granted in File No. ITC- 214-19950819-00044 on September 1, 1995. TCI, TCM and Locus were all subsequently acquired, in separate transactions, by KDDI America, Inc. The Commission approved these acquisitions in File Nos. ITC-T/C-20091214-00538, ITC- T/C-20091214-00537 and ITC-T/C-20091022-00453, respectively. (h) After the international reorganization of the Companies and TCI LLC merger, the following individuals or entities hold a 10% or greater ownership interest in the Companies: KDDI US Hoidins Inc. KDDI US holds 100% of the membership of the Companies. KDDI US is a corporation formed under the laws of the State of Delaware with principal offices at 825 Third Avenue, Third Floor, New York, NY 10022. KDDI US’ principal business is that of a holding company. KDDI America, Inc. KDDI America holds 100% of the ownership interest of KDDI US. KDDI America is a corporation formed under the laws of the State of New York with principal offices located at 825 Third Avenue, Third Floor, New York, NY 10022. KDDI America’s principal business is as a provider of interexchange and international telecommunications in the United States. KDDI Corporation KDDI Corporation holds 100% of the ownership interest of KDDI America. KDDI Corporation is a corporation formed under the laws of Japan with principal offices located at 3-10-10 lidabashi Chiyodaku, Tokyo 102-0072, Japan. KDDI Corporation owns and operates a portfolio of telecommunications companies throughout the world. KDDI Corporation is a publicly traded company and, as such, its ownership is widely held. The following entities hold 10 percent (10%) or more of the outstanding stock of KDDI Corporation:

KELLEY DRYE & WARREN llp Ms. Marlene Dortch April 30, 2015 Page Five Name: Kyocera Corporation Business Address: 6 Takeda Tobadono-cho, Fushmi-ku, Kyoto, Japan 612-8501 Ownership: 12.76% in KDDI Corporation Citizenship: Japanese Coiporation Principal Business: Conglomerate - advanced materials, components, devices, equipment, networks and services. Name: Toyota Motor Corporation Business Address: 1 Toyota-Cho, Toyota City, Aichi Prefecture 471-8571, Japan Ownership: 11.09% in KDDI Corporation Citizenship: Japanese Corporation Principal Business: Automobile manufacturing and sales Apart from those identified above, no other individual or entity holds a 10% or greater ownership interest in TCI, TCM or Locus under the FCC’s ownership attribution rules. Interloeking Directorates: Each of the following individuals is an officer or director of the Companies (as noted) as well as an officer or director of a foreign carrier as described below: Mr. Shinichi Suzukawa is a director for KDDI America, Inc. and the following KDDI entities: KDDI Europe Ltd., KDDI China Corporation, KDDI Singapore Pte Ltd, and DMX Technologies Group Limited. Finally, pursuant to Section 63.24(f)(ii) of the Commission’s Rules, the Companies provide as Exhibit B certifications that the transfers of control and merger were pro forma and that, together with all previous pro forma transactions, they do not result in a change in the actual controlling party for any of the Companies.

KELLEY DRYE & WARREN llp Ms. Marlene Dortch April 30, 2015 Page Six Please contact the undersigned counsel if you have any questions regarding this matter. Respectfully submitted, Steven A. Augustino Denise N. Smith Kelley Drye & Warren LLP 3050 K Street, NW Suite 400 Washington, D.C. 20007-5108 Counsel for Total Call International, LLC, Total Call Mobile, LLC and Locus Telecommunications, LLC

EXHIBITS Diagrams of the Corporate Ownership Structure of Total Call Exhibit A International, LLC, Total Call Mobile, LLC and Locus Telecommunications, LLC Prior to and Following the Consummation of the Transaction Exhibit B Certifications

Exhibit A Pre- and Post-Transaction Organizational Charts

Overview of the Pre-Transaction Structure Kyocera Corporation* Toyota Motor Corporation* 12.76% 11.09% KDDI Corp 100% KDDI America 100% 100% Total Call International, Locus Telecommunications Inc. (CA) Inc. (DE) 100% Total Call Mobile, Inc. (DE) This chart reflects the ownership interests only of those entities relevant to the transaction. All other entities have been omitted. *No other individual/entity holds a 10% or greater ownership interest in KDDI Corporation.

Overview of the Post-Transaction Structure Kyocera Corporation* Toyota Motor Corporation* 12.76% KDDI Corp 100% KDDI America 100% KDDI US Holding Inc. 100% 100% 100% Total Call Mobile Total Call International, Locus Telecommunications, LLC (DE) LLC (DE) LLC (DE) This chart reflects the ownership interests only of those entities relevant to the transaction. All other entities have been omitted. *No other individual/entity holds a 10% or greater ownership interest in KDDI Corporation.

Exhibit B Certification The undersigned hereby certifies, on behalf of Total Call International, LLC and with respect to the foregoing notification of pro forma transactions, that the statements in the notification are true and correct to the best of my belief and are made in good faith; that the transactions were pro forma as described in Section 63.24(a) of the Commission’s Rules; and that these transactions, together with all previous pro forma transactions, did not result in a change in ultimate control. By: Robert Yap Chief Legal Officer Total Call International, LLC 1411 W. 190th Street, Suite 650 Gardena, CA 90248 Date: April 29, 2015

Exhibit B Certification The undersigned hereby certifies, on behalf of Total Call Mobile, LLC and with respect to the foregoing notification of a proforma transaction, that the statements in the notification are true and correct to the best of my belief and are made in good faith; that the transaction was pro forma as described in Section 63.24(a) of the Commission’s Rules; and that this transaction. together with all previous pro forma transactions, did not result in a change in ultimate control. By: Robert Yap Chief Legal Officer Total Call Mobile, LLC 1411 W. 190th Street, Suite 650 Gardena, CA 90248 Date: April 29, 2015

Exhibit B Certification The undersigned hereby certifies, on behalf of Locus Telecommunications, LLC and with respect to the foregoing notification of a pro forma transaction, that the statements in the notification are true and correct to the best of my belief and are made in good faith; that the transaction was pro forma as described in Section 63.24(a) of the Commission’s Rules; and that this transaction, together with all previous proforma transactions, did not result in a change in ultimate control. <r By: Robert Yap Chief Legal Officer Locus Telecommunications, LLC 2200 Fletcher Avenue Fort Lee, New Jersey 07024 Date: April 29, 2015


Document Created: 2015-04-30 18:23:52
Document Modified: 2015-04-30 18:23:52
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