Attachment Attachment 1 to Appl

This document pretains to ITC-T/C-20160816-00251 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016081600251_1146249

ATTACHMENT 1 Answer to Question 10; (a) 47 C.F.R. § 63.18(c) - Answer to Question 10. The name, title, post office address and telephone number of the officer or contact person to whom correspondence concerning the application is to be addressed: Bobby Williams, Vice President and Assistant Secretary Millry Corporation 30433 Highway 17 P.O. Box 561 Millry, Alabama 36558 Telephone: (251) 846-2911 Facsimile: (251) 846-3200 Email: bobbywilliams@millry.net With a copy to: Mark D. Willcerson, Esq. Wilkerson & Bryan, P.C. 405 South Hull Street Montgomery, Alabama 36104 Telephone: (334) 265-1500 Facsimile: (334) 265-0319 E-mail: mark@wilkersonbryan.com (b) 47 C.F.R. § 63.18(d) - Answer to Question 10. A statement as to whether the applicant has previously received authority under Section 214 of the Act and if so, a general description of the categories of facilities and services authorized: Millry Corporation ("Millry Corp") does not hold any Section 214 authorization. Millry Telephone Company, Inc. ("Millry Telephone") and Millry Communication, Inc. ("Millry Communication"), subsidiaries of Millry Coip, hold blanket domestic Section 214 authority to provide domestic telecommunications services. Millry Telephone LD, LLC ("Millry LD") has existing Section 214 authority under File No. ITC-214-19970508-00257 to provide resold international toll telecommunications services. Millry LD also has implicit Section 214 authority to provide domestic resold toll telecommunications services.

Answer to Question 11; (c) 47 C.F.R. § 63.18(h) - Answer to Question 11. The name, address, citizenship and principal business of any person or entity that directly or indirectly owns at least ten percent (10%) of the equity of Millry Corporation and the percentage of equity owned by each of those entities: Prior to Transaction: Name Economic Voting Citizenship Principal Ownership Ownership Business Darrell R. Brown, Sr. Mgt Trust 14.44% 24.07% U.S. Investment Mgt P.O. Box 347 Millry, Alabama 36558-0347 GST Exempt Family Trust for 1 1 .07% 7.33% U.S. Investment Mgt the benefit of Darrell Raiford Brown, Jr. 5001 Lone Oak Trail Franklin, Tennessee 37064 GST Exempt Family Trust for 1 1 .07% 7.33% U.S. Investment Mgt the benefit of Lisa Renee Bond P.O. Box 562 Millry, Alabama 36558-0562 GST Exempt Family Trust for 1 1 .07% 7.33% U.S. Investment Mgt the benefit of Chera Dare Ogburn P.O. Box 174 Point Clear, Alabama 36564 Paul E. Brown Mgt Trust 16.80% 28.00% U.S. Investment Mgt P.O. Box 51 Millry, Alabama 36558-0051 GST Exempt Family Trust for 33 .20% 22.00% U.S. Investment Mgt the benefit of Paul E. Brown, Jr. 6045 Carpenter Road Millry, Alabama 36558

Post Transaction: Name Economic Voting Citizenship Principal Ownership Ownership Business Paul E. Brown Mgt Trust 33.60% 56.00% U.S. Investment Mgt P.O. Box 51 Millry, Alabama 36558-0051 GST Exempt Family Trust for 66.40% 44.00% U.S. Investment Mgt the benefit of Paul E. Brown, Jr. 6045 Carpenter Road Millry Alabama 36558 The Transferors and the Transferees have no ownership or control over any provider of domestic or international telecommunications services other than the Millry Corp subsidiaries - Millry Telephone, Millry Communication and Millry LD - identified in this application. Answer to Question 12: (d) 47 C.F.R. § 63.18(h) - Answer to Question 12. Neither the Transferors nor the Transferees, Millry Corp or the Section 214 authorization holders has interlocking directorates with a foreign earner. Answer to Question 13: (e) Provide a narrative of the means by which the proposed transfer of control will take place. On or about August 9, 2016, the Transferors (Millry Coip shareholders the Darrell R. Brown, Sr. Management Trust, Bryanell S. Brown Management Trust, GST Exempt Family Trust for the benefit of Darrell Raiford Brown, Jr., GST Exempt Family Trust for the benefit of Lisa Renee Bond and the GST Exempt Family Trust for the benefit of Chera Dare Ogburn) and the Transferees (Millry Coip shareholders the Paul E. Brown, Sr. Management Trust and the GST Exempt Family Trust for the benefit of Paul E. Brown, Jr.) entered into a Purchase Agreement whereby Millry Coip will purchase, and

the Transferors will sell, 100% of the Transferors' outstanding Class A and Class B shares in Milky Corp (totaling 50% of the corporation's economic ownership). As a result of the transaction, the Transferees' percentage ownership in Milky Corp's outstanding stock and their voting membership in the corporation will increase from 50% to 100%, giving the Transferees clear and complete de jure control of Milky Corp, and thus its subsidiaries' Section 214 domestic and international authorizations.1 Milky Corp's subsidiaries - Milky Telephone, Milky Communication and Milky LD - will continue to exist and will provide service to their customers at the same rates, terms and conditions as immediately prior to the transaction. Customers will experience no disruption of service or apparent change in service as a result of the transaction. Answer to Question 14: (f) 47 C.F.R. § 63.18(i) - Answer to Question 14. A certification as to whether or not the applicant is, or is affiliated with, a foreign carrier. Neither Milky Coip nor any of the Section 214 authorization holders is a foreign carrier or affiliated with a foreign carrier, nor will they become affiliated with a foreign carrier as a result of the proposed transaction. Answer to Question 15: (g) 47 C.F.R. §§ 63.18(j) - (m) - Answer to Question 15. 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; or (2) The Prior to completion of the transaction, Millry Corp may create another wholly owned intermediate subsidiary for internal corporate purposes. In such case, Millry Corp would transfer 100% of the stock of its subsidiaries, Millry Telephone, Millry Communication and Millry LD, to such new subsidiary, which would then serve as an intermediate holding company between Millry Corp and the subsidiaries. The creation of such an intermediate subsidiary would have no impact on the transfer of control of Millry Corp and its subsidiaries as described herein and would be considered a pro forma transaction under 47 C.F.R. §§ 63.03(d) and 63.24(d), subject to the Commission's notification requirements set forth in 47 C.F.R. § 63.24(f)(2). In such event, the subsidiaries will timely file the requisite notifications to the Commission within thirty (30) days after the transfer of control to the new intermediate subsidiary is completed.

applicant controls a foreign carrier in that country; or (3) Any entity that owns more than 25 percent of the applicant, or that controls the applicant, controls a foreign carrier in that country. (4) Two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate, more than 25 percent of the 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. The Transferors and Transferees hereby certify that neither Millry Corp nor any of the Section 214 authorization holders is a foreign carrier in any destination country or controls a foreign carrier in any destination country, and none is affiliated with a foreign carrier or is owned, in whole or in part, by a foreign carrier. The Transferors and Transferees further certify that neither Millry Corp nor any of the Section 214 authorization holders is in a contractual relationship with any foreign carrier affecting the provision or marketing of international basic telecommunications services in the United States. Millry LD satisfies the requirements of 47 C.F.R. § 63.10(a)(1) to be presumptively classified as "non-dominant" for the provision of international telecommunications services. Answer to Question 20; (h) 47 C.F.R. § 63.18(p) - Answer to Question 20. If the applicant desires streamlined processing pursuant to 47 C.F.R. § 63.12, a statement of how the application qualifies for streamlined processing. The Transferors and Transferees request streamlined treatment of the application pursuant to 47 C.F.R. § 63.12 in that neither Millry Corp nor any of the Section 214 authorization holders is affiliated with a foreign carrier in a destination market and none has an affiliation with a dominant U.S. carrier whose international switched or private line services it seeks authority to resell (either directly or indirectly through the resale of another reseller's services).


Document Created: 2016-08-15 17:10:39
Document Modified: 2016-08-15 17:10:39
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