Attachment Attachment 1

This document pretains to ITC-T/C-20160929-00274 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016092900274_1152608

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: Annice Jordan, Assistant Secretary Millry Corporation 30433 Highway 17 Millry, Alabama 36558 Telephone: (251) 846-2911 Facsimile: (251) 846-3200 Email: annicehj ordan@millry.net Annice Jordan, Vice President, Assistant Secretary and Treasurer BB Holding Corporation 30433 Highway 17 Millry, Alabama 36558 Telephone: (251) 846-2911 Facsimile: (251) 846-3200 Email: annicehiordan@millry.net With a copy to: Mark D. Wilkerson, 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: Neither Millry Corporation ("Millry Corp") nor BB Holding Corporation holds any Section 214 authorization. Millry Telephone LD, LLC ("Millry LD") has existing Section 214 authority under File No. ITC-2 14- 19970508-00257 to provide resold international toll

telecommunications services. Millry LD also has implicit Section 214 authority to provide domestic resold toll telecommunications services. Millry Telephone Company, Inc. ("Millry Telephone") and Millry Communication, Inc. ("Millry Communication") hold blanket domestic Section 214 authority to provide domestic 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 BB Holding Corporation and the percentage of equity owned by each of those entities: Name Ownership Citizenship Principal Percentage Business Millry Corporation 100% U.S. Holding company for Section 214 authorization holders Neither Millry Corp nor BB Holding Corporation has ownership or control over any provider of domestic or international telecommunications services other than the subsidiaries Millry Telephone, Millry Communication and Millry LD - identified in this notification. Answer to Question 12: (d) 47 C.F.R. § 63.18(h) Answer to Question 12. Neither Millry Corp, BB Holding Corporation nor any of the Section 214 authorization holders has interlocking directorates with a foreign carrier. Answer to Question 13: (e) Provide a narrative of the means by which the proposed transfer of control will take place. On August 26, 2016, the FCC issued a Public Notice in Report No. TEL-01809S, accepting the application of Millry Corp 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 (collectively, the "Transferors") and Millry Corp shareholders the Paul E. Brown, Sr. Management Trust and the GST Exempt Family Trust for the benefit of Paul E. Brown, Jr. (collectively, the "Transferees") for approval of the transfer of control of the international Section 214 authorization held by Millry LD from the Transferors to the Transferees, pursuant to Section 214(a) of the Communications Act of 1934, as amended (the "Act"), 47 U.S.C. § 214(a), and 47 C.F.R. § 63.24 (File Number ITC-T/C-20 160816- 00251). The application was approved by the International Bureau on September 9, 2016, as reported in Report No. TEL-01813 (DA No. 16-1042), issued on September 15, 2016. As described in the application, the transaction entails the redemption by Millry Corp of all of the Transferors' Class A and Class B stock in Millry Coip. At the completion of the transaction, the Transferees' percentage ownership in Millry 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 Millry Coip, and thus Millry LD's Section 214 international authorization. The transaction has not yet been consummated. In their application, the Transferees and Transferors notified the Commission that prior to completion of the transaction, Millry Coip may create another wholly owned intermediate subsidiary for internal corporate purposes, whereby Millry Coip 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 Transferees and Transferors advised the Commission that the creation of such an intermediate subsidiary would have no impact on the transfer of control of Millry Coip and its subsidiaries as described in the application and would be considered a pro forma transaction under 47 C.F.R. § 63.24(d), subject to the Commission's notification requirements set forth in 47 C.F.R. § 63.24(f)(2). No prior Commission approval is required for such pro forma transactions, under 47 C.F.R. § 63.24(f)(1).

BB Holding Corporation is a 100% wholly-owned subsidiary of Millry Corp that was formed on September 15, 2016, to which Millry Coip transferred 100% of the stock of Millry Coip's direct subsidiaries, Millry Telephone and Millry Communication. Millry LD remains a 100% wholly-owned subsidiary of Millry Telephone. All five Millry entities are Alabama domestic companies.


Document Created: 2016-09-28 15:54:03
Document Modified: 2016-09-28 15:54:03
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