Attachment TOC Description

This document pretains to ITC-T/C-20160204-00048 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016020400048_1125065

                                   Before the
                     FEDERAL COMMUNICATIONS COMMISSION
                              Washington, D.C. 20554


In the Matter of                             )
                                             )
Global Connection Inc. of America            )
       Licensee                              )
                                             )
Global Connection Holdings Corporation       )
       Transferor                            ) WC Docket No. _______
                                             )
and                                          ) IB File No. ___________
                                             )
Global Reconnect, Inc.                       )
       Transferee                            )
                                             )
Application for Consent to Transfer Control  )
of a Company Holding International Section   )
214 Authority and Blanket Domestic Section   )
214 Authority Pursuant to the Communications )
Act of 1934, as Amended                      )


              JOINT DOMESTIC AND INTERNATIONAL APPLICATION

       Global Connection Inc. of America (GCIOA or Company), Global Connection Holdings

Corporation (Global Holdings), and Global Reconnect, Inc. (Global Reconnect

and, collectively with GCIOA and Global Holdings, Applicants) hereby respectfully request

authority pursuant to section 214 of the Communications Act of 1934, as amended (the Act), 47

U.S.C. § 214 and sections 63.04 and 63.24(e) of the Commission’s rules, 47 CFR §§ 63.04,

63.24(e), to transfer control of GCIOA to Global Reconnect.

       GCIOA, a wholly owned subsidiary of Global Holdings, provides prepaid wireline local

exchange and long distance services to residential customers in twenty-six states. The Company

also provides wireless (commercial mobile radio services) to retail customers in twenty-three


states and Puerto Rico. GCIOA holds international and blanket domestic section 214 authority

and provides all of its services on a competitive basis.

        Global Reconnect is a Delaware corporation, formed for the purpose of acquiring

GCIOA. Global Reconnect is not a telecommunications carrier and is not owned by a

telecommunications carrier. Global Reconnect has no foreign ownership and, like GCOIA, is

not a foreign carrier and is not affiliated with foreign carriers in any market.

       As discussed in more detail below, Global Holdings and Global Reconnect have entered

into an agreement pursuant to which Global Reconnect will acquire all of the direct stock interest

in GCIOA. Global Holdings will retain an indirect minority interest in GCIOA through an

interest in Global Reconnect; however, ultimate (indirect) control of GCIOA will be transferred

to the majority interest holder in Global Reconnect, Stan McCright, a United States citizen. The

transaction will not result in any loss or impairment of service for any customers.

       Pursuant to section 63.04(b) of the Commission’s rules, 47 C.F.R. § 63.04(b), the

Applicants are filing a combined application for the proposed transfer of control of GCIOA. The

Applicants provide below the information required by section 63.24(e)(2) of the Commission’s

rules, 47 C.F.R. § 63.24(e)(2). Exhibit A provides the additional information requested in

section 63.04(a)(6) through (a)(12) of the Commission’s rules, 47 C.F.R. § 63.04(a)(6)-(12).

       The Applicants seek streamlined treatment for both the international and domestic

portions of this Application. Applicants request streamlined treatment for the international

portion of this Application pursuant to section 63.12(c)of the Commission’s rules, because (i)

Applicants are not affiliated with a foreign carrier and will not become affiliated with any

foreign carrier as a result of the proposed transaction; (ii) Applicants are not affiliated with any

dominant U.S. carrier whose international switched or private line services Global Reconnect or




                                             -2-


GCIOA seeks authority to resell, nor will Applicants be so affiliated post-close; and (iii) none of

the other scenarios outlined in section 63.12(c) of the Commission’s rules, 47 C.F.R. § 63.12,

apply.1

           Applicants similarly seek streamlined treatment for the domestic portion of this

Application pursuant to section 63.03(b) because (i) the transferee, Global Reconnect, is not a

telecommunications provider and is not owned by a telecommunications provider;2 (ii) post-

close, Applicants (and their Affiliates) will have a market share in the interstate, interexchange

market of less than 10 percent;3 (iii) Applicants (and their Affiliates) will provide competitive

telephone exchange services or exchange access services (if at all) exclusively in geographic

areas served by a dominant local exchange carrier that is not a party to the transaction;4 And (iv)

no Applicant is dominant with respect to any service.5

I.         DESCRIPTION OF THE APPLICANTS

           A.     Global Connection Inc. Of America (GCIOA) & Global Connection Holdings
                  Corporation (Global Holdings)

           GCIOA (FRN: 0010765329) is a corporation organized under the laws of Georgia. Its

principal place of business is 5555 Oakbrook Parkway, Suite 620, Norcross, GA 30093. GCIOA




1 47 C.F.R. § 63.12.

2 See 47 C.F.R. § 63.03(b)(1)(ii). Global Reconnect has a lateral affiliate, Executone of
Chattanooga, LLC d/b/a Concentric Network Solutions, LLC (Concentric), that took steps in
2013 to establish itself as a wireless provider; however, Concentric’s ETC filing has not been
approved and Concentric did not begin providing services. At this time, Concentric remains
inactive.
3    See 47 C.F.R. § 63.03(b)(2).
4    See id.
5    47 C.F.R. § 63.03(b)(2)(i).


                                               -3-


holds blanket domestic and international section 214 authority from the Commission.6 The

Company holds intrastate authority to provide local exchange and interexchange

telecommunications services in 26 states, identified in Exhibit B. GCIOA also provides wireless

services to customers in twenty-three states and Puerto Rico.7 GCIOA has been designated as an

eligible telecommunications carrier (ETC) to provide Lifeline services to low-income

consumers8 on a wireline basis in seven states9 and on a wireless basis in twenty-three states and

Puerto Rico.10

         GCIOA has no interest-holders or subsidiaries that offer domestic or international

telecommunications services. GCIOA is not a foreign carrier and is not affiliated with foreign

carriers in any market.

Ownership

         GCIOA is a wholly owned subsidiary of Global Holdings (FRN: 0025180514), a U.S.

company whose principal place of business is located at 5555 Oakbrook Parkway, Suite 620,

Norcross, GA 30093. Global Holdings operates as a holding company for GCIOA and does not




6 File No. ITC-214-20040421-00150 (granting authority to provide global or limited global
facilities-based and resold international services in on May 7, 2004).
7The states and territories in which the Company provides wireless services are identified in
Exhibit C.
8Applicants are aware that separate approval of the transaction must be obtained through the
Commission’s Wireline Competition Bureau in connection with GCIOA’s designation as an
ETC.
9 GCIOA is designated as a wireline ETC in Alabama, Arkansas, Florida, Georgia, Louisiana,
Michigan and North Carolina. The Company also provides wireline services to Lifeline
customers in eight additional states via resale of an underlying carrier’s already-discounted
Lifeline services. For these services, GCIOA does not seek nor does it receive any
reimbursement from USAC. Instead, the underlying carrier, a designated ETC, seeks
reimbursement.
10   See Exhibit C.


                                            -4-


provide telecommunications services.11 The majority interest in Global Holdings is held by L6-

Global Manager LLC, a Georgia limited liability company. Through interests in L-6 Global

Manager LLC, approximately 76 percent of the equity in GCIOA is ultimately held or controlled by

Milestone Partners, a lower middle market private equity firm based in Radnor, Pennsylvania.

       A diagram showing the current corporate structure of GCIOA, including all entities and

individuals that hold a 10 percent or greater equity or voting interest in GCIOA at present, is

provided in Exhibit D.

       B.      Global Reconnect, Inc. (Global Reconnect)

       Global Reconnect (FRN: 0025180548) is a recently formed Delaware corporation

established to acquire the direct stock interests in GCIOA. Global Reconnect’s principal place

of business is 928 McCallie Avenue, Chattanooga, TN 37403.

       Global Reconnect does not hold any telecommunications regulatory authority and has no

subsidiaries or affiliates that hold such regulatory authority. Furthermore, Global Reconnect is

not a foreign carrier and is not affiliated with any foreign carriers.

       Global Reconnect is wholly owned by Stan McCright, a United States citizen with principal

place of business located at 928 McCallie Avenue, Chattanooga, TN 37403. Mr. McCright’s

principal business is consulting in the public housing industry. As Chief Executive Officer of

McCright & Associates, Mr. McCright has accrued over forty years’ experience working with

government agencies and other participants in this vital sector. Mr. McCright does not provide

telecommunications services through any of his business operations.



11 As part of the transaction, Global Holdings will undergo a name change. The post-close name
for this entity has not yet been finalized, so it is referred to throughout the application and
exhibits as Global Holdings. The Parties will update the record for the Commission once the
post-close name is determined.



                                              -5-


       No other entity or individual holds a 10 percent or greater ownership interest in Global

Reconnect. A diagram showing the current corporate structure of Global Reconnect is provided in

Exhibit E.

II.    DESCRIPTION OF THE TRANSACTION

       Pursuant to the terms of a Stock Purchase Agreement (Agreement) dated November 16,

2015, by and among Global Reconnect, Global Holdings and GCIOA, Global Reconnect will

acquire 100 percent of the stock in GCIOA, which will become a wholly owned direct subsidiary.

A majority 82.5 percent interest in Global Reconnect (and thus, the majority indirect interest in

GCIOA) will be held post-close by Stan McCright. At the same time, Global Holdings will

acquire preferred stock in Global Reconnect, representing approximately 17.5 percent ownership

of Global Reconnect, and resulting in an indirect 17.5 percent interest in GCIOA. The

transaction will not result in any change to the ownership of Global Holdings. L6-Global will

continue to hold the majority direct interest in Global Holdings and Milestone Partners will

continue to hold ultimate control of Global Holdings.

       The transaction will be transparent to GCIOA’s customers. All existing customers of

GCIOA will continue to be served by GCIOA pursuant to its existing international and domestic

section 214 authorizations.

       A diagram of the corporate structure of GCIOA and Global Reconnect post-close is

provided in Exhibit F.

III.   PUBLIC INTEREST STATEMENT

       Pursuant to section 214 of the Act, control of GCIOA may be transferred to Global

Reconnect if the Commission finds that the public interest, convenience and necessity will be

served thereby. 47 U.S.C. § 214. As discussed below, the transaction will serve the public



                                            -6-


interest because it will yield tangible benefits for the public without harming customers or

competition in any market.

       A.      Public Interest Benefits of the Transaction

       The transaction will demonstrably serve the public interest by bringing the managerial,

technical, and financial resources available through Global Reconnect and Stan McCright to

GCIOA. These resources will ensure that GCIOA continues to offer low-income consumers

throughout its operating territories high-quality wireless Lifeline service plans and, at a time

when available Lifeline plans are increasingly provided via wireless technologies, wireline-based

Lifeline services as well.

       As noted above, Stan McCright, has worked in the public housing sector for over forty

years, developing well-honed management and strategic business skills. His company, McCright

& Associates, has worked as a partner to public housing authorities throughout the nation for

over two decades, building systems to efficiently manage eligibility determinations and re-

certifications for residents in public housing. The McCright team has conducted inspections and

recertifications throughout the United States, setting and maintaining a high standard for

compliance management. In addition, as the co-owner of McCright & Associates, LLC, the full

owner of McCright Marketing, LLC and the holder of substantial interests in several other

business ventures, Stan McCright has established considerable financial resources that will be

available, as needed, to support GCIOA in its operations and continuing growth.

       Of particular benefit, GCIOA’s current management team will remain with the Company,

continuing to direct day-to-day operations. This will ensure that their expertise in the

telecommunications field and specific in-depth knowledge of GCIOA will guide the Company’s

decisions going forward. As a result, the transaction will bring together the full strength of



                                             -7-


GCIOA’s proven telecommunications capabilities and Stan McCright’s business expertise,

particularly with respect to compliance and marketing in the low-income consumer sector. The

resulting synergy will enable GCIOA to achieve measurable growth at the same time as it

develops improved operating efficiencies, both necessary components for the Company to thrive.

       B.       The Transaction Will Have No Adverse Impact on Customers

       At the same time, the proposed transaction will have no adverse impact on GCIOA’s

current customers, which will continue to receive their existing services at the same rates, terms

and conditions as at present.12 From the customers’ perspective, the only significant change

post-close will be that control of GCIOA will reside with Global Reconnect and its owner, Stan

McCright. That change will be both beneficial and largely transparent to consumers.

       C.       The Transaction Poses No Competitive Risks for Domestic
                Telecommunications Markets

       Global Reconnect’s acquisition of GCIOA similarly will have no adverse effects upon the

domestic telecommunications market.

            •   GCIOA has a very small share of the domestic interexchange services market and

                provides these services solely on a resale basis. Moreover, the Company is

                regulated as nondominant, reflecting its inability to exert anti-competitive

                pressures upon other providers and the market in general.

            •   Global Reconnect’s acquisition of GCIOA also will not harm competition in local

                exchange markets. GCIOA does not hold a material percentage of the national




12 Any future changes to the Company’s rates, terms and conditions of service will be made
consistent with applicable Commission requirements.



                                             -8-


                 market and, as a reseller, cannot leverage network resources to the detriment of

                 competitors.

             •   The proposed transaction does not represent a consolidation of market operations.

                 Neither Global Reconnect nor its affiliates are carriers. Consequently, the

                 transaction will not eliminate any market participants nor will it, in any respect,

                 reduce the provider and service choices available to consumers.

        D.       The Transaction Poses No Competitive Risks for the International
                 Telecommunications Market

       Finally, the transaction poses no risk of anticompetitive impact on the U.S. international

telecommunications marketplace. GCIOA has a very small share of the international

telecommunications market and provides international services only on a resale basis. Neither

GCIOA nor Global Reconnect is a foreign carrier and neither is affiliated with a foreign carrier

in any market. Therefore, the acquisition of GCIOA by Global Reconnect would have no ability

to adversely affect competition in the international telecommunications market.

IV.    INFORMATION REQUIRED BY SECTION 63.24(e) OF THE COMMISSION’S
       RULES

       The Applicants submit the following information pursuant to section 63.24(e) of the

Commission’s rules, including the information requested in section 63.18:

(a)    Name, address and telephone number of the Applicants:

       Global Connection Inc. of America
       5555 Oakbrook Parkway, Suite 620
       Norcross, GA 30093
       (678) 741-6253




                                              -9-


      Global Connection Holdings Corporation (Global Holdings)
      5555 Oakbrook Parkway, Suite 620
      Norcross, GA 30093
      (678) 741-6200

      Global Reconnect, Inc.
      928 McCallie Avenue
      Chattanooga, TN 37403
      (423) 468-1654


(b)   GCIOA and Global Holdings are Georgia corporations. Global Reconnect is a Delaware
      corporation.

(c)   Correspondence concerning this Application should be sent to:

      For GCIOA and Global Holdings:

             John J. Heitmann
             Joshua T. Guyan
             KELLEY DRYE & WARREN LLP
             3050 K Street NW, Suite 400
             Washington, D.C. 20007
             Tel: (202) 342-8566
             Fax: (202) 342-8451
             Email: jguyan@kelleydrye.com

      with a copy to:

             David Skogen, CEO
             Global Connection Inc. Of America
             5555 Oakbrook Pkwy, Suite 620
             Norcross, GA 30093
             Fax:      (888) 315-2669
             Email: dskogen@gcioa.com

      For Global Reconnect:

             John L. Flynn
             Jenner & Block LLP
             1099 New York Avenue, N.W.
             Suite 900, Washington, DC 20001-4412
             Tel: (202) 639-6007
             Fax: (202) 639-6066
             Email: JFlynn@jenner.com




                                        - 10 -


      with a copy to:

             Stan McCright
             928 McCallie Avenue
             Chattanooga, TN 37403
             Fax: (423) 265-6222
             Email: mccright@mccright.com


(d)   GCIOA holds international section 214 authority, granted in FCC File No. ITC-214-
      20040421-00150, to operate as a global or limited global facilities-based and resale
      carrier. Global Reconnect does not hold any telecommunications regulatory authority.

(h)   Post-close, GCIOA will be a wholly owned direct subsidiary of Global Reconnect. The
      following individuals or entities will hold a 10 percent or greater interest in GCIOA post-
      close:

      Name: Global Reconnect, Inc.
      Address: 928 McCallie Avenue, Chattanooga, TN 37403
      Citizenship: Delaware Corporation
      Principal business: Holding Company
      Percent Interest in GCIOA: 100 percent (direct)

      Name: Stanley McCright
      Address: 928 McCallie Avenue, Chattanooga, TN 37403
      Citizenship: US
      Principal business: Public housing industry consultant
      Percent Interest in GCIOA: 82.5 percent (100 percent attributed) (indirect through interest in
      Global Reconnect)

      Name: Global Connection Holdings Corporation
      Address: 5555 Oakbrook Parkway, Suite 620, Norcross, GA 30093
      Citizenship: Georgia Corporation
      Principal business: Holding Company
      Percent Interest in GCIOA: 17.5 percent (indirect through interest in Global Reconnect)

      Name: L6-Global, LLC
      Address: #333-6555 Sugarloaf Parkway, Suite 307
      Duluth, GA 30097
      Citizenship: Georgia LLC
      Principal Business: Telecommunications
      Percent Interest in GCIOA: 11.7 percent (17.5 percent attributed) (indirect through interest
      in Global Holdings)




                                           - 11 -


      Name: MP Global Holdings, LLC
      Address: 555 East Lancaster Ave, Suite 500, Radnor, PA 19087
      Citizenship: US
      Principal Business: Private Equity
      Percent Interest in GCIOA: 11.2 percent (17.5 percent attributed) (indirect through interest
      in L6-Global, LLC)

      Milestone Partners. Funds of Milestone Partners will hold an aggregate interest of
      approximately 12.3 percent (18.6 percent attributed) in GCIOA, primarily through their
      interest in MP Global Holdings, LLC. Milestone Partners is a private equity firm, with
      principal offices at 555 E. Lancaster Avenue, Suite 500, Radnor, PA 19087. All Milestone
      Partners entities are U.S. entities.

      Milestone Partners’ interest in GCIOA is primarily held through two investment funds. The
      two funds are (1) Milestone Partners III, L.P. (72.5 percent of MP Global Holdings, LLC)
      and (2) Milestone Partners III, L.P. 2 (27.5 percent of MP Global Holdings, LLC).
      Milestone Partners III GP, L.P. is general partner of Milestone Partners Funds (1) and (2).
      Milestone Partners III, LLC is the general partner of Milestone Partners III GP, L.P.

      Voting or investment control over securities that the Milestone Partners Funds own are acted
      upon by vote of Milestone Partners III GP, LLC whose current members (all U.S. citizens)
      are W. Scott Warren, John P. Shoemaker, Brooke B. Hayes, and Robert G. Levine.

      No other persons or entities will hold a 10 percent or greater ownership interest in
      GCIOA post-close pursuant to the Commission’s attribution rules. There will be no
      interlocking directorates with any foreign carrier following consummation of the
      proposed transaction.

(i)   As confirmed by the signature of Global Reconnect’s representative to this Application,
      Global Reconnect certifies that (a) Global Reconnect is not a foreign carrier and is not
      affiliated with a foreign carrier, and (b) Global Reconnect will not become a foreign
      carrier or become affiliated with a foreign carrier post-close.

(j)   As confirmed by the signature of Global Reconnect’s representative to this Application,
      Global Reconnect certifies that it does not seek to provide international
      telecommunications services to any destination country where (i) Global Reconnect or
      GCIOA is a foreign carrier; (ii) Global Reconnect or GCIOA controls a foreign carrier;
      (iii) any entity that owns more than 25 percent of Global Reconnect or GCIOA, or that
      controls Global Reconnect or GCIOA, controls a foreign carrier; or (iv) two or more
      foreign carriers (or parties that control foreign carriers) own, in the aggregate, more than
      25 percent of Global Reconnect or GCIOA and are parties to, or the beneficiaries of, a
      contractual relation affecting the provision or marketing or international basic
      telecommunications services in the United States.

(k)   Not applicable.




                                          - 12 -


(l)    [Reserved]

(m)    Not applicable.

(n)    As confirmed by the signatures of Applicants’ representatives to this Application,
       Applicants certify that they have not 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 they will not
       enter into such agreements in the future.

(o)    As confirmed by the signatures of Applicants’ representatives to this Application,
       Applicants certify that, pursuant to sections 1.2001 through 1.2003 of the Commission’s
       rules, they are not subject to a denial of Federal benefits pursuant to section 5301 of the
       Anti-Drug Abuse Act of 1988.

(p)    Applicants request streamlined processing of the international portion of this Application
       pursuant to section 63.12 of the Commission’s rules, 47 C.F.R. § 63.12. This Application
       qualifies for streamlined treatment under section 63.12(c) of the Commission’s rules
       because (i) Applicants are not affiliated with a foreign carrier and will not become
       affiliated with any foreign carrier as a result of the proposed transaction; (ii) Applicants
       are not affiliated with any dominant U.S. carrier whose international switched or private
       line services Applicants seek authority to resell, nor will Applicants be so affiliated post-
       close; and (iii) none of the other scenarios outlined in section 63.12(c) of the
       Commission’s rules, 47 C.F.R. § 63.12, apply.

V.     INFORMATION REQUIRED BY SECTION 63.04(b) OF THE COMMISSION’S
       RULES

       In accordance with the requirements of section 63.04(b) of the Commission's rules, the

additional information required for the domestic section 214 transfer of control application is

provided in Exhibit A.




                                           - 13 -


VI. CONCLUSION

       Based on the foregoing, the Applicants respectfully submit that the public interest,

convenience, and necessity would be furthered by grant of this Application.


                             Respectfully submitted,


                             GLOBAL CONNECTION INC. OF AMERICA
                             GLOBAL CONNECTION HOLDINGS CORPORATION



                               '15-avid Skogen, CEO
                                Global Connection Inc. Of America
                                5555 Oakbrook Pkwy, Suite 620
                                Norcross, GA 30093
                                Fax       (888)315-2669
                                Email dskogengcioa.com



                             GLOBAL RECONNECT, INC.



                               Stan McCright
                               928 McCallie Avenue
                               Chattanooga, IN 37403
                               Fax: (423) 265-6222
                               Email: mccrightmccright.com



 Date: February 4, 2016


Date: February 4, 2016


                          LIST OF EXHIBITS



EXHIBIT A – Information Required by 47 C.F.R. § 63.04

EXHIBIT B – GCIOA Intrastate Wireline Territory

EXHIBIT C – GCIOA Intrastate Wireless Territory

EXHIBIT D – Current Corporate Structure of GCIOA

EXHIBIT E – Current Corporate Structure of Global Reconnect

EXHIBIT F – Post-close Corporate Structure of GCIOA & Global Reconnect


                                       EXHIBIT A

                    INFORMATION REQUIRED BY 47 C.F.R. § 63.04

        In accordance with the requirements of section 63.04(b) of the Commission’s

rules, 47 C.F.R. § 63.04(b), the Applicants provide the following information in support

of their request.

63.04(b)(6):    Description of the Transactions

        The proposed transaction is described in Section II of the Application.

63.04(b)(7):    Description of Geographic Service Area and Services in Each Area

        A description of the geographic service areas and services provided in each area is

included in Section I of the Application.

63.04(b)(8):    Presumption of Non-Dominance and Qualification for Streamlining

        This Application is eligible for streamlined processing pursuant to sections

63.03(b)(1) and 63.03(b)(2) of the Commission’s rules, 47 C.F.R. § 63.03(b)(1, 2) for the

reasons explained on page 3 of the Application.

63.04(b)(9):    Other Pending Commission Applications Concerning the Proposed
                Transaction

        None.

63.04(b)(10): Special Considerations

        None.

63.04(b)(11): Waiver Requests (If Any)

        None.

63.04(b)(12): Public Interest Statement

        Consummation of the proposed transaction will serve the public interest for the

reasons detailed in Section III of the Application.


           EXHIBIT B



GCIOA Intrastate Wireline Territory

          Alabama
          Arkansas
          Colorado
          Florida
          Georgia
          Illinois
          Indiana
          Kansas
          Kentucky
          Louisiana
          Michigan
          Minnesota
          Missouri
          Mississippi
          North Carolina
          Nebraska
          New Mexico
          Ohio
          Oklahoma
          Oregon
          South Carolina
          Tennessee
          Texas
          Washington
          West Virginia
          Wisconsin


           EXHIBIT C



GCIOA Intrastate Wireless Territory

          Arizona
          Arkansas
          California
          Colorado
          Georgia
          Iowa
          Kansas
          Kentucky
          Louisiana
          Maryland
          Massachusetts
          Michigan
          Minnesota
          Missouri
          Nebraska
          Ohio
          Pennsylvania
          Puerto Rico
          Rhode Island
          South Carolina
          Texas
          Utah
          West Virginia
          Wisconsin


           EXHIBIT D



Current Corporate Structure of GCIOA


                                  Global Connection Inc. of America
                                    Pre-Close Corporate Structure
                                          (Interests > 10%)1




                                                Milestone Partners2
                                        (Delaware limited liability company)

                                                 100 %


                                           MP Global Holdings, LLC


                                                 95.9 %


                                                L6-Global LLC


Harbert Management Corp.                                                                        Banyan Investments
                                                   67 %                  6.44 %

                    14.06 %                                                                 12.35 %


                                  Global Connection Holdings Corporation


                                                  100 %



                                     Global Connection Inc. of America




 1Percentages shown above the level of Global Connection Holdings Corporation reflect actual interests (not adjusted for
 application of attribution rule) in immediate subsidiary and not indirect ownership interest in GCIOA.
 2 Milestone  Partners holds a total indirect interest in GCIOA of 70.64% by direct calculation and 100% applying the
 attribution rule. These interests are held through several funds. Direct interests in MP Global Holdings, LLC are held by
 Milestone Partners III, L.P. (72.5%) and Milestone Partners III, L.P 2 (27.5%). The general partner of both funds is
 Milestone Partners III G.P., L.P. The general partner of Milestone Partners III G.P., L.P is Milestone Partners III, LLC.
 Voting or investment control over securities that the Milestone Partners Funds own are acted upon by vote of Milestone
 Partners III, LLC whose current members (all U.S. citizens) are W. Scott Warren, John P. Shoemaker, Brooke B. Hayes,
 and Robert G. Levine.


                 EXHIBIT E



Current Corporate Structure of Global Reconnect


    Global Reconnect, Inc.
Pre-Close Corporate Structure




     Stan McCright




            100 %




 Global Reconnect, Inc.


                       EXHIBIT F



Post-close Corporate Structure of GCIOA & Global Reconnect


                                     Global Connection Inc. of America
                                      Post-Close Corporate Structure
                                             (Interests > 10%)1




           Milestone Partners2
     (Delaware limited liability company)

            100 %


      MP Global Holdings, LLC

            95.9%


            L6-Global LLC

              67 %                    6.44 %


Global Connection Holdings Corporation                                          Stan McCright


                     approx. 17.5%                          approx. 82.5%



                                         Global Reconnect, Inc.


                                                100 %



                                 Global Connection Inc. of America




 1Percentages shown above the level of Global Reconnect, Inc. reflect actual interests (not adjusted for application of
 attribution rule) in immediate subsidiary and not indirect ownership interest in GCIOA.
 2Milestone Partners holds a total indirect interest in GCIOA of 12.3% by direct calculation and 18.6% applying the
 attribution rule. These interests are held through several funds. Direct interests in MP Global Holdings, LLC are held by
 Milestone Partners III, L.P. (72.5%) and Milestone Partners III, L.P 2 (27.5%). The general partner of both funds is
 Milestone Partners III G.P., L.P. The general partner of Milestone Partners III G.P., L.P is Milestone Partners III, LLC.
 Voting or investment control over securities that the Milestone Partners Funds own are acted upon by vote of Milestone
 Partners III, LLC whose current members (all U.S. citizens) are W. Scott Warren, John P. Shoemaker, Brooke B. Hayes,
 and Robert G. Levine.



Document Created: 2016-02-04 15:46:04
Document Modified: 2016-02-04 15:46:04

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