Attachment Attachment 2

This document pretains to ITC-T/C-20150720-00176 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2015072000176_1096323

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of w n N n h h h Ne Ne Ne Ne Ne N Ne Ne N N N Nn N Ni SIERRA TELEPHONE COMPANY, INC. (FRN 0005753116) and SIERRA TELEPHONE LONG DISTANCE (FRN 0003719937) Section 214 Authorization Holders HARRY H. BAKER, JR. (FRN 0023047822) WC Docket No. Transferor and File No. ITC— JOHN H. BAKER (FRN 0023047848) Transferee Joint Application for Transfer of Control of Section 214 Authorizations for Domestic and International Telecommunications Authorizations JOINT APPLICATION Sierra Telephone Company, Inc. ("STC") and Sierra Telephone Long Distance ("STLD®) (jointly, the "214 Holders"), Harry H. Baker, Jr. by John H. Baker as Executor of the Estate of Harry H. Baker, Jr. ("Transferor"), and John H. Baker, as successor and sole trustee for each of two trusts that hold a combined 98% of the voting stock of the 214 Holders® controlling company ("Transferee") hereby request approval of the Federal Communications Commission ("Commission") pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. §214, and Sections 1.763, 63.03, 63.04, 63.18, and 63.24(e) of the Commission‘s rules, 1034999.1 7—14—15

47 C.F.R. §§1.763, 63.03, 63.04, 63.18, and 63.24(e), to transfer control of the Section 214 Holders from Transferor to Transferee. All parties are collectively referred to herein as the "Applicants." iA Combined Application to Transfer Control of Domestic and International Section 214 Authorizations Under Section 63.04(b) of the Commission‘s rules, the Applicants are filing a combined domestic and international application for the transfer of control of the Section 214 authorizations to the Transferee. Applicants do not claim this application qualifies for streamlined processing under applicable rules; however, if the Commission staff finds that the application so qualifies, it will be amended as needed to allow for streamlined processing. IL. Applicants A. Sierra Telephone Company, Inc. STC is a corporation organized under the laws of California. Its address is PO Box 219, 49150 Rd. 426, Oakhurst, CA 93644. STC is authorized by the California Public Utilities Commission to provide local exchange telephone service as the incumbent local exchange carrier ("ILEC") in portions of Mariposa and Madera Counties, California. STC is a wholly owned subsidiary of Sierra Tel Communications Group ("STCG®") (FRN 0011406113) which is a holding company, not a communications service provider. STCG is a California corporation whose address is the same as that of STC. Stock ownership interests in STCG are listed in Exhibit A to this application. B. Sierra Telephone Long Distance STLD is a corporation formed under the laws of California. Its address is PO Box 1505, 49150 Rd. 426, Oakhurst, CA 93644. STLD is a reseller of long distance services. STLD 1034999. 1 2

provides interstate interexchange and international telecommunications services in and around the area served by STC. STLD is a wholly owned subsidiary of STCG. C. Harry H. Baker, Jr. by John H. Baker as Executor of the Estate of Harry H. Baker, Jr. Until January 12, 2015, Harry H. Baker, Jr. controlled STC and STLD as the sole trustee of two trusts, each of which owns 49% of the issued and outstanding common stock of STCG.‘ Mr. Baker was a United States citizen who died April 3, 2015 at the age of 87. Other than the telecommunications service providers named in this application, Harry H. Baker, Jr. did not have a controlling interest in any telecommunications service provider. D. John H. Baker John H. Baker is the son of Harry H. Baker, Jr. and is a United States citizen. His address is PO Box 219, 49150 Rd. 426, Oakhurst, CA 93644. His principal business is communications and he serves as Vice President of STC, STLD and STCG. John H. Baker also serves as the executor of the Estate of Harry H. Baker, Jr. Other than the telecommunications service providers named in this application, John H. Baker does not have a controlling interest in any telecommunications service provider. III. Transfer of Control of STC and STLD Harry H. Baker, Jr. was aware he was seriously ill. To assure that operations of STC and STLD continued in capable hands he appointed his son, John H. Baker, as successor and sole trustee for each of the two trusts that hold a combined 98% of the voting stock of STCG and resigned as trustee of both trusts effective January 12, 2015. Neither Harry nor John Baker was ‘ There are three classes of stock of STCG, Common, Class A Preferred and Class B Preferred. Only the common stock has voting rights. Until January 12, 2015, Harry H. Baker, Jr. was the sole trustee ofthe Harry H. Baker, Jr. 1975 Trust and the Harry H. Baker Revocable Trust (2003), each of which owns 49% of the common stock of STCG. 1034999. 1 3

aware at that time that prior authorization of the Commission was needed for what amounted to a transfer of control of STC and STLD. John H. Baker has served as an officer of STC since 1981, and STLD since 1998. IV. Information Required by Section 63.24(e) of the Commission‘s Rules for Transfer of Control of Section 214 Authorizations In furtherance of this application the Applicants submit the specific information pursuant to Section 63.24(e) of the Commission‘s rules. The following paragraphs refer to Sections (a) through (d), and (h) through (p), of Section 63.18. (a) Name, address and telephone number of Applicants: 214 Holders: Sierra Telephone Company, Inc. PO Box 219, 49150 Rd. 426 Oakhurst, CA 93644 Attn: John H. Baker, Vice President Tel: 559—683—4611 Sierra Telephone Long Distance PO Box 1505, 49150 Rd. 426 Oakhurst, CA 93644 Attn: John H. Baker, Vice President Tel: 559—683—4611 Transferor: Harry H. Baker, Jr., Decedent Attn: John H. Baker, Executor PO Box 219, 49150 Rd. 426 Oakhurst, CA 93644 Tel: 559—683—4611 Email: johnb@steg.net Transferee: John H. Baker c/o Sierra Telephone Company, Inc. PO Box 219, 49150 Rd. 426 Oakhurst, CA 93644 Tel: 559—683—4611 1034999.1 4

Email: johnb@steg.net (b) Both STC and STLD are corporations organized under the laws of California. (c) Correspondence concerning this application should be sent to: For the 214 Holders, Transferor and Transferee: Cindy A. Huber, Vice President Operations Sierra Telephone Company, Inc. PO Box 219, 49150 Rd. 426 Oakhurst, CA 93644 Tel: 559—683—4611 Email: cindyh@STCG.net With a copy to: David L. Nace, Esq. Lukas, Nace, Gutierrez & Sachs, LLP 8300 Greensboro Drive, Suite 1200 McLean, VA 22102 Tel: 703—584—8661 Email: dnace@feclaw.com (d) STLD provides international telecommunications under Section 214 authorization for global resale in File No. ITC—214—19960718—00321 (Old File No. ITC—96—391). STC and STLD hold blanket domestic Section 214 authority to provide domestic telecommunications services. (h) Information responsive to Section 63.18(h) is provided in Exhibit A. Section 63.18(h) also calls for disclosure of any interlocking directorates with a foreign carrier. None of the Applicants have interlocking directorates with a foreign carrier. (i) Section 63.18(i) calls for a certification as to whether or not the applicants are, or are affiliated with, a foreign carrier. Applicants hereby certify that none is a foreign carrier and that none is affiliated with a foreign carrier. 1034999.1 5

(J) Section 63.18(j) calls for a certification as to whether or not the applicant seeks to provide international telecommunications services to any destination country for which any of the following is true: (1) The applicant is a foreign carrier in that country. Transferee hereby certifies he is not a foreign carrier, nor are either of the 214 Holders, a foreign carrier in any destination country. (2) The applicant controls a foreign carrier in that country. Transferee hereby certifies neither of the 214 Holders, nor the Transferee, controls a foreign carrier in any destination country. (3) Any entity that owns more than 25 percent of the applicant, or that controls the applicant, controls a foreign carrier in that country. Transferee hereby certifies there is no such interest in the 214 Holders, or controlling interest in the 214 Holders. (4) Two or more foreign carriers (or parties that controlforeign carriers) own, in the aggregate, more than 25 percent ofthe applicant and are parties to, or the beneficiaries of, a contractual relation (e.g., a joint venture or market alliance) affecting the provision or marketing of international basic telecommunications services in the United States. Transferee hereby certifies that the foregoing statement is not true as relating to either of the 214 Holders or the Transferee. (k) Section 63.18(k) calls for one of certain showings by the applicant for any destination country listed by the applicant in response to paragraph (j). Based upon Transferee‘s certifications in response to Section 63.18(j), no showing is required of Transferee in response to Section 63.18(j). (1) There is no need for response to Section 63.18(1) which is "reserved" in the current version of FCC Rules and Regulations. 1034999.1 6

(m) Transferee hereby responds to Section 63.10(m) by confirming that none of the Applicants is a foreign carrier, or affiliated with a foreign carrier. STLD satisfies the requirements of Section 63.10(a)(1) to be presumptively classified as "non—dominant" for the provision of international communications services. (n) Transferee certifies that none of the Applicants has agreed to accept special concessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future. (0) With reference to §§ 1.2001 through 1.2003 of the Commission‘s rules, Applicants certify that no party to the application is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. See 21 U.S.C. 853a. (p) Applicants note that the local exchange operations of STC serve fewer than 2% of the subscriber lines installed in the aggregate nationwide, and that the control changes described in this application result in no new overlapping or adjacent local service areas. While Applicants do not claim this application qualifies for streamlined processing under applicable rules, it will be amended to make such a request if the Commission staff deems it permissible. v. Additional Information Required by Section 63.04(b) of the Commission‘s Rules or Assignment/Transfer of Control In response to requirements of Section 63.04(b) of the Commission‘s rules, the additional information required by Sections 63.04(a)(6) through 63.04(a)(12) is provided in Exhibit B to this application. VI. Conclusion Applicants respectfully submit that the public interest, convenience and necessity would be furthered by grant of this application which will permit a continuation of telecommunications 1034999.1 7

services by STC and STLD under the control of Transferee whose qualifications are shown herein. Respectfully submitted, SIERRA TELEPHONE COMPANY, INC. s CSoQ. 0 G.@z— jhn H. Baker, Vice President Date: 7//6//? SIERRA TELEPHONE LONG DISTANCE leg.0 RQu ohn H. Baker, Vice President Date: 7/[@; ((S HARRY H. BAKER, JR. BY JOHN H. BAKER AS EXECUTOR OF THE ESTATE OF HARRY H. BA By:m KM@ %S-Q—QN { ohn H. Baker, Executor of the Estate of arry H. Baker, Jr. Date: 7\ /(Q)/(f JOHNHA~BAKER i By: @ M Tjansferee as Sole Trustee of the Harry H. Baker, & . 1975 Trust and as Sole Trustee of the Harry H. Baker Revocable Trust (2003) Date: 7!(@ I/(S\ 1034999.1

Exhibit A SIERRA TEL COMMUNICATIONS GROUP Shareholders As of July 13, 2015 Stockholder % Common % Class A % Class B Name & Address (Voting) Preferred Preferred (Non—Voting) (Non—Voting) Harry H. Baker, Jr. 1975 Trust 49% 42.1% PO Box 219, 49150 Rd. 426 Oakhurst, CA 93644 Organized in California Sole Trustee: John H. Baker PO Box 219, 49150 Rd. 426 Oakhurst, CA 93644 U.S. Citizen Beneficiaries: John H. Baker PO Box 219, 49150 Rd. 426 Oakhurst, CA 93644 U.S. Citizen Marie Verna Baker 49 % David Baker Heidi Baker Heidi Baker, Trustee of the Matthew Baker Trust c/o STCG PO Box 219 49150 Rd. 426 Oakhurst, CA 93644 Each beneficiary, a U.S. citizen Harry H. Baker Revocable Trust (2003) 49% 57.9% PO Box 219, 49150 Rd. 426 Oakhurst, CA 93644 Organized in California

Stockholder % Common % Class A % Class B Name & Address (Voting) Preferred Preferred (Non—Voting) (Non—Voting) Sole Trustee: John H. Baker PO Box 219, 49150 Rd. 426 Oakhurst, CA 93644 U.S. Citizen Beneficiaries: John H. Baker PO Box 219, 49150 Rd. 426 Oakhurst, CA 93644 U.S. Citizen Marie Verna Baker 49 % David Baker Heidi Baker Heidi Baker, Trustee of the Matthew Baker Trust c/o STCG PO Box 219 49150 Rd. 426 Oakhurst, CA 93644 Each beneficiary, a U.S. citizen John H. Baker Revocable Trust 2% 2% PO Box 219, 49150 Rd. 426 Oakhurst, CA 93644 Organized in California Sole Trustee: John H. Baker c/o STCG PO Box 219, 49150 Rd. 426 Oakhurst, CA 93644 U.S. Citizen 1034999.1 10

Stockholder % Common % Class A % Class B Name & Address (Voting) Preferred Preferred (Non—Voting) (Non—Voting) Beneficiaries: John H. Baker c/o STCG PO Box 219 49150 Rd. 426 Oakhurst, CA 93644 U.S. Citizen Elizabeth Baker c/o STCG PO Box 219 49150 Rd. 426 Oakhurst, CA 93644 U.S. Citizen 1034999.1 $1

Exhibit B Information Required by Sections 63.04(a)(6) through 63.04(a)(12) Pursuant to Section 63.04(b) of the Commission‘s rules, Applicants provide the following information in connection with the proposed transfer of control: §63.04(a)(6) — Description of the Transfer of Control The transfer of control is summarized in Section III of the Application. §63.04(a)(7) — Description of the Geographic Service Area and Services in Each Area Descriptions of the geographic service areas and the services provided in each area are provided in Section II.A. and Section II.B. of the Application. §63.04(a)(8) — Presumption of Non—Dominance and Qualification for Streamlining Applicants make no request at this time for streamlined processing of this application. See Section IV(p) above. §63.04(a)(9) — Other Pending Commission Applications Concerning the Subject Transaction In separate applications Applicants request special temporary authority for operation of the 214 Holders under the control of the Transferee while this application is pending. Also, Applicants request authorization of the same transfer of control as to radio licenses held by STC (KRR705 in the Industrial/Business Pool, Conventional Radio Service) and by Sierra Tel Internet, an affiliate of Applicants (WQK1997 in the 3650—3700 MHz Radio Service). §63.04(a)(10) — Special Considerations None §63.04(a)(11) — Waiver Requests None §63.04(a)(12) — Public Interest Statement As shown herein, Transferee is qualified to control STC and STLD. Authorization of the transfer of control described in this application will serve the public interest by allowing for a continuation of telecommunications services to customers of STC and STLD. 1034999.1 12


Document Created: 2015-07-20 10:06:29
Document Modified: 2015-07-20 10:06:29
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