TelePacific FCC Lett

LETTER submitted by U.S. TelePacific Corp.

TelePacific FCC Letter

2016-05-11

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

IBFS_ITCTC2016030700115_1135759

 Andrew D. Lipman Danielle Burt andrew.lipman@morganlewis.com danielle.burt@morganlewis.com May 11, 2016 Via ECFS & IBFS Marlene H. Dortch, Secretary Federal Communications Commission 445 12th Street SW Washington, DC 20554 Re: 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: This letter is provided to update the pending request for Commission approval for domestic and international Section 214 authority for the transfer of control of DSCI, LLC to U.S. TelePacific Corp. (“TelePacific”). TelePacific hereby provides updated ownership information for its parent company, U.S. TelePacific Holdings Corp. (“TPAC Holdings”). As shown in the replacement pre- and post-transaction organizational charts attached hereto as Exhibit A, the ownership percentages in TPAC Holdings held by U.S. individuals and U.S. trusts increased to 12.63% (from 12.33%). The ownership percentages in TPAC Holdings held by private equity funds changed to 21.7% and those held by Investcorp S.A. changed to 41.7%. In addition, the response to Section 63.18(h) on pages 10-11 of the Application is hereby updated for Investcorp S.A. as identified below. The following entities own or control 10% or more of U.S. TelePacific Holdings Corp. Name: Investcorp S.A.1 1 Investcorp S.A. does not hold a direct interest in TPAC Holdings. Instead, Investcorp S.A.’s 41.7% interest is held indirectly through control of various corporations. Of these corporations, only TelePacific Equity Limited individually owns or controls more than 10% of TPAC Holdings. All of the intermediate corporations and the approximate magnitudes of their interests are as follows: Investcorp Properties Limited (2.3%); Investcorp International, Inc. (2.3%); Investcorp TPC L.P. (6.0%); and Investcorp Secondary Partners I, L.P. (8.1%). In addition, Investcorp S.A., or a wholly owned DB1/ 87587592.1

May 11, 2016 Page 2 Address: c/o Paget-Brown Trust Company Ltd. P.O. Box 1111, Boundary Hall, Cricket Square Grand Cayman, KY1-1102, Cayman Islands Citizenship: Cayman Island Principal Business: Investing % Equity: 41.7% This letter is being filed via ECFS and IBFS in the above-referenced docket numbers. Should you have any questions concerning this information, please do not hesitate to contact us. Respectfully submitted, /s/ Danielle Burt Andrew Lipman Danielle Burt Morgan, Lewis & Bockius LLP 2020 K Street N.W. Washington, DC 20006-1806 Tel: (202) 373 6000 Fax: (202) 373 6001 E-mail: andrew.lipman@morganlewis.com danielle.burt@morganlewis.com Attorneys for U.S. TelePacific Corp. cc (via email): Jodie May, WCB Dennis Johnson, WCB David Krech, IB Sumita Mukhoty, IB Michael Donahue, Esq. (DSCI) subsidiary of Investcorp S.A., has entered into revocable management agreements to direct the voting and disposition of the stock held by Aguanga Limited (2.4%); Cahuilla Limited (2.4%); Fallbrook Limited (2.4%); Palmas Limited (2.4%); TelePacific Holdings Limited (0.9%); TelePacific Equity Limited (12.5%). All of these entities are Cayman Islands companies, with the exception of Investcorp Properties Limited and Investcorp International, which were formed in Delaware, and have their principal places of business in Delaware and New York, respectively. All of the Cayman Islands companies can be reached at c/o Paget Brown Trust Company Limited, P.O. Box 1111, West Wind Building, Harbour Drive, George Town, Grand Cayman, Cayman Islands, except for Aguanga Limited, Cahuilla Limited, Fallbrook Limited and Palmas Limited, which can be reached at: c/o Martonemere Services Ltd., P.O. Box 2197, West Wind Building, Harbour Drive, George Town, Grand Cayman, Cayman Islands. DB1/ 87587592.1

EXHIBIT A Pre-and Post-Transaction Organization Charts DB1/ 87587592.1

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 41.7% 21.7% 12.63% 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 41.7% 21.7% 12.63% 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: 2016-05-11 12:12:06
Document Modified: 2016-05-11 12:12:06
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