FCC Amendment.pdf

OTHER submitted by U.S. TelePacific Corp.

Amendment

2016-03-10

This document pretains to ITC-T/C-20160307-00115 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016030700115_1129722

 Andrew D. Lipman Danielle Burt andrew.lipman@morganlewis.com danielle.burt@morganlewis.com March 10, 2016 Via ECFS & IBFS Marlene H. Dortch, Secretary Federal Communications Commission 445 12th Street SW Washington, DC 20554 Re: AMENDMENT WC Docket No. 16-67; File No. ITC-T/C-20160307-00115 - Joint Application of DSCI Holdings Corporation, Transferor, DSCI, LLC Licensee, and U.S. TelePacific Corp., Transferee for Grant of Authority Pursuant to Section 214 of the Communications Act of 1934, as amended, and Sections 63.04 and 63.24 of the Commission’s Rules to Complete a Transfer of Control of an Authorized Domestic and International Section 214 Carrier Dear Ms. Dortch: DSCI Holdings Corporation (“Parent”), DSCI, LLC, and U.S. TelePacific Corp. (“TelePacific”) (collectively, “Applicants”) respectfully amend the above-referenced Application, dated March 7, 2016, to clarify information about DSCI, LLC’s pre-transaction ownership and to provide replacement pre- and post-transaction organizational charts. With respect to DSCI, LLC’s pre-transaction ownership, the Application states on pages 8 that Parent holds a 50.56% voting interest in DSCI, LLC and on page 9 that Sean Dandley holds a 12.5% interest in Parent. Parent holds its voting interest in DSCI, LLC through a combination of direct and indirect ownership, specifically, a direct 49.55% voting interest and an indirect 0.98% of voting interests through its wholly-owned subsidiary DSCI Holdings Affiliate, Inc. Sean Dandley’s ownership interest in Parent is currently 11.6% and the remaining 88.4% is held by various shareholders, none of which hold 10% or more. In addition, the Application states on page 11 that McCarthy Partners, LLC is an employee owned vehicle with ten individual members. Currently, there are eleven individual members of McCarthy Partners, LLC, none of whom hold a 50% or greater ownership interest in McCarthy Partners, LLC. Applicants attach hereto as Exhibit A replacement pre- and post-transaction organizational charts to reflect the clarifications described herein to DSCI, LLC’s pre- transaction ownership. In addition, the TelePacific charts have been updated to depict an DB1/ 86849531.1

Carlotta Stauffer, Commission Clerk March 10, 2016 Page 2 intermediate holding company between Mpower Communications Corp. and U.S. TelePacific Holdings Corp. Should you have any questions concerning this information, please do not hesitate to contact us. Respectfully submitted, /s/ Danielle Burt Michael P. Donahue Andrew Lipman Marashlian & Donahue, PLLC Danielle Burt 1420 Spring Hill Road, Suite 401 Morgan, Lewis & Bockius LLP McLean, VA 22102 2020 K Street N.W. Tel: (703) 714-1319 Washington, DC 20006-1806 Fax: (703) 563-6222 Tel: (202) 373 6000 mpd@commlawgroup.com Fax: (202) 373 6001 E-mail: andrew.lipman@morganlewis.com danielle.burt@morganlewis.com Attorney for DSCI Holdings Corporation Attorneys for U.S. TelePacific Corp. and DSCI, LLC cc (via email): Jodie May, WCB Dennis Johnson, WCB David Krech, IB Sumita Mukhoty, IB DB1/ 86849531.1

EXHIBIT A Pre-and Post-Transaction Organization Charts DB1/ 86849531.1

DSCI, LLC Pre-Transaction Ownership Chart Shareholders (None McCarthy Partners, Sean Dandley holding greater than 10%) LLC 11.6% 88.4% 100% DSCI Holdings Corporation McCarthy Partners 49.55% Management, LLC Voting 100% Sole Manager Interest DSCI Holdings McCarthy V GP, Affiliate, Inc. LLC 0.98% Sole General Partner Sean Dandley Voting Interest McCarthy Capital Fund V, L.P. 33.3% Non-Voting Interest 100% Tim Battles McCarthy DSCI 33.3% Non-Voting Investors, LLC Interest James Maloney 35.78% Voting Interest 33.3% Non-Voting Interest DSCI, LLC

U.S. TelePacific Corp. Pre-Transaction Ownership Chart Individuals* Individual and 100% institutional * None individually holds a investors* 5% or more indirect SIPCO Holdings Individual and Limited 100% interest in TPAC. institutional investors* 100% 2 Investment Entities* SIPCO Limited 100% 64.6% 35.4% 2 Investment Entities* Ownership Holdings Limited 52.3% 47.7% 1 Investment 48% Individuals* CP Holdings 17.1% 1.2% Entity* Limited 0.5% (as treasury 48.3% Investcorp Bank shares) 33.1% 1 Investment voting 1.4% voting B.S.C. Entity* 17.3% Barry Porter voting Stephen P. Rader 9.9% voting 100%, David Lee 23.1% voting Managing Members Investcorp Holdings Limited Clarity GenPar, LLC 4.31%, 100% Private Equity U.S. individuals General Partner General Partner Investcorp S.A. Funds* & U.S. trusts* General Partner Clarity Clarity Clarity 39.6% 24.1% 12.33% Partners, L.P. Advisors, L.P. Associates, L.P. 20.71% 2.98% 0.28% U.S. TelePacific Holdings Corp. Mpower Holding Corporation 100% 100% 100% U.S. TelePacific Corp. Mpower Communications Corp. 100% 100% 100% 100% Arrival Communications, Inc. NextWeb, Inc. TelePacific Communications Co. TelePacific Managed Services

U.S. TelePacific Corp. Post-Transaction Ownership Chart Individuals* Individual and 100% institutional * None individually holds a investors* 5% or more indirect SIPCO Holdings Individual and Limited 100% interest in TPAC. institutional investors* 100% 2 Investment Entities* SIPCO Limited 100% 64.6% 35.4% 2 Investment Entities* Ownership Holdings Limited 52.3% 47.7% 1 Investment 48% Individuals* CP Holdings 17.1% 1.2% Entity* Limited 0.5% (as treasury 48.3% Investcorp Bank shares) 33.1% 1 Investment voting 1.4% voting B.S.C. Entity* 17.3% Barry Porter voting Stephen P. Rader 9.9% voting 100%, David Lee 23.1% voting Managing Members Investcorp Holdings Limited Clarity GenPar, LLC 4.31%, 100% Private Equity U.S. individuals General Partner General Partner Investcorp S.A. Funds* & U.S. trusts* General Partner Clarity Clarity Clarity 39.6% 24.1% 12.33% Partners, L.P. Advisors, L.P. Associates, L.P. 20.71% 2.98% 0.28% U.S. TelePacific Holdings Corp. Mpower Holding Corporation 100% 100% 100% U.S. TelePacific Corp. Mpower Communications Corp. 100% 100% 100% 100% Arrival Communications, Inc. NextWeb, Inc. TelePacific Communications Co. DSCI, LLC


Document Created: 2016-03-10 19:36:37
Document Modified: 2016-03-10 19:36:37
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