Attachment Attachment 1

This document pretains to ITC-T/C-20150721-00181 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2015072100181_1096468

BTI America LLC Notification of Pro Forma Transfer of Control Attachment 1 (Page 1 of 4) BTI America LLC (“BTIA”), a Delaware limited liability company, hereby notifies the Commission of a pro forma transfer of control from Bayan Telecommunications Inc. (“Bayan” or “Transferor”) to Bayan Telecommunications Holdings Corporation (“Bayan Holdings” or “Transferee”). 1 The transaction, consummated on June 23, 2015, is part of an internal restructuring to place BTIA under 100% direct ownership of Bayan Holdings. Prior to the transaction, BTIA was a 100% direct subsidiary of Bayan, and Bayan was a subsidiary of, and controlled by Bayan Holdings. The transaction removes Bayan from BTIA’s chain of ownership. ANSWER TO QUESTION 10: In response to 47 C.F.R. § 63.18(c): Please direct all correspondence concerning this notification to BTIA’s legal counsel: Cheng-yi Liu Fletcher, Heald & Hildreth, P.L.C. 1300 N. 17th Street, Suite 1100 Arlington, VA 22209 Phone: 703-812-0478 liu@fhhlaw.com In response to 47 C.F.R. § 63.18(d): Neither Bayan nor Bayan Holdings have previously (directly) received authority under Section 214 of the Act. BTIA previously received authority under Section 214 of the Act, pursuant to File No. ITC-214-20060602-00300, to provide facilities-based service in accordance with Section 63.18(e)(1) of the rules, and also to provide resold service in accordance with Section 63.18(e)(2) of the rules. ANSWER TO QUESTION 11: The following entity holds, directly, at least ten (10) percent of the equity in Bayan Holdings, the Transferee: Name / Address % Shares Country Principal Business Lopez Holdings Corporation 47.3% Republic of the Holding company 4/F Benpres Building Philippines Exchange Road cor. Meralco Avenue Pasig City 1605 Metro Manila, Philippines 1 Both Bayan and Bayan Holdings are corporations organized under the laws of the Republic of the Philippines. {00811397-1 }

BTI America LLC Notification of Pro Forma Transfer of Control Attachment 1 (Page 2 of 4) Lopez Holdings Corporation is a publicly traded company on the Philippines Stock Exchange. The following entities hold an attributable ten (10) percent or more interest in Bayan Holdings through ownership interest in Lopez Holdings Corporation as described below: Name / Address % Shares Country Principal Business Lopez, Inc. 52.87% Republic of the Holding company 5/F Benpres Building ownership of Philippines Exchange Road cor. Meralco Avenue Lopez Holdings Pasig City 1605 Corporation Metro Manila, Philippines 2 PCD Nominee Corp. (Filipino) 26.17% Republic of the Holding Company c/o PCD Nominee ownership of Philippines PSE Center Lopez Holdings Ayala Avenue, Makati City Corporation Philippines The following entities hold an attributable ten (10) percent or greater interest in Bayan Holdings through ownership interest in Lopez, Inc. as described below: Name / Address % Shares Country Principal Business Croslo Holdings Corp. 25.83% Republic of the Holding company 6/F Benpres Bldg. ownership of Philippines Exchange Road, Pasig City Lopez, Inc. Metro Manila, Philippines Mantes Corp. 25.83% Republic of the Wholesale and retail 2/F Erlag Bldg. ownership of Philippines 102 Esteban St., Legaspi Vill. Lopez, Inc. Makati City, Metro Manila Philippines Créme Investment Corp. 25.83% Republic of the Investment 5/F Benpres Building ownership of Philippines Exchange Rd., Pasig City Lopez, Inc. Metro Manila, Philippines 2 PCD Nominee Corporation (“PCNC”) is a wholly-owned subsidiary of the Philippine Central Depository (“PCD”), a corporation established to improve operations in securities transactions and to provide a fast, safe and highly efficient system for securities settlement in the Philippines. PCNC acts as trustee-nominee for all shares lodged in the PCD system, where trades effected on the Philippine Stock Exchange are finally settled with the PCD. Persons who opt to trade using the PCD do not receive stock certificates as an indicator of ownership as trading using the PCD is completely paperless. {00811397-1 }

BTI America LLC Notification of Pro Forma Transfer of Control Attachment 1 (Page 3 of 4) Name / Address % Shares Country Principal Business Presta Holdings Corp. 22.5% ownership Republic of the Investment 5/F Benpres Building of Lopez, Inc. Philippines Exchange Rd., Pasig City Metro Manila, Philippines The following individual holds an attributable ten (10) percent or greater ownership interest in Bayan Holdings through ownership of Mantes Corp. as described below: Name / Address % Shares Country Principal Business Manual M. Lopez 73.14% of Republic of the Wholesale and retail 841 Harvard Street Mantes Corp. Philippines Wack-Wack Vill., Mandaluyong Metro Manila, Philippines The following individual holds an attributable ten (10) percent or greater ownership interest in Bayan Holdings through ownership of Presta Holdings as described below: Name / Address % Shares Country Principal Business Presentacion L. Psinakis 99.98% of Presta Republic of the Investment 34-B Luna Gardens Holdings. Philippines #31 Rockwell Drive Rockwell Residential Center Makati City, Metro Manila Philippines No other entity or individual holds an attributable direct or indirect ownership interest of 10% or greater in Bayan Holdings. ANSWER TO QUESTION 12: The Transferee has no interlocking directorates with foreign carriers. ANSWER TO QUESTION 13: Pursuant to an Assignment of Membership Interest Agreement, Bayan assigned 100% of the ownership interest in BTIA to its parent holding company, Bayan Holdings. Prior to the transaction, BTIA was a 100% direct subsidiary of Bayan. Bayan was a subsidiary of and controlled by Bayan Holdings. Subsequent to the transaction, consummated on June 23, 2015, BTIA became a 100% direct subsidiary of Bayan Holdings. The transaction, in effect, removes Bayan from BTIA’s chain of ownership, but there is no change to the ultimate control of the {00811397-1 }

BTI America LLC Notification of Pro Forma Transfer of Control Attachment 1 (Page 4 of 4) company. 3 Organizational charts showing the relevant ownership structure of BTIA before and after the transaction are provided below. PRE-TRANSACTION CORPORATE STRUCTURE OF BTIA POST-TRANSACTION CORPORATE STRUCTURE OF BTIA 3 The transaction is considered presumptively pro-forma as an “[a]ssignment or transfer from a corporation to a wholly owned direct or indirect subsidiary thereof or vice versa.” 47 C.F.R. §63.24(d) (Note 2 to paragraph (d)). {00811397-1 }


Document Created: 2015-07-21 16:35:24
Document Modified: 2015-07-21 16:35:24
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