Application Form [pdf]

This document pretains to ITC-T/C-20170222-00021 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017022200021_1189239

Lance J.M. Steinhart, P.C. Attorneys At Law 1725 Windward Concourse Suite 150 Alpharetta, Georgia 30005 Also Admitted in New York Telephone: (770) 232—9200 Email: Isteinhart@telecomcounsel.com Facsimile: (770) 232—9208 February 22, 2017 VIA FCC E—DOCKET AND FCC IBFS Secretary Federal Communications Commission 445 12" Street, S.W. Washington, D.C. 20554 RE: Application for Approval of a Transfer of Control for Global Connection Inc. of America To Whom It May Concern, Attached please find for filing an Application for Consent to Transfer of a Company Holding International Section 214 Authority and Blanket Domestic Section 214 Authority Pursuant to the Communications Act of 1934, as Amended for Global Connection Inc. of America. In Compliance with Section 61.14 of the Commission‘s Rules, the transmittal, associated files, required form 159 and filing fee are being transmitted electronically today via the Commission‘s Electronic Filing System. All correspondence and inquiries in connection with this filing should be forwarded to the undersigned. Respectfully submitted, /s/ Lance J.M. Steinhart Lance J.M. Steinhart Managing Attorney Lance J.M. Steinhart, P.C. Attorneysfor Global Connection Inc. ofAmerica ce: Dave Skogen

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of Sunr! Nuus! Global Connection Inc. of America Nume‘ Nune! Nee‘ Sume! Nume! Nme! Nes SNenr! Suwe! Neur! Nen! Sn Nune! S SNuz! Nee Licensee Global Connection Holdings Corporation Transferor WC Docket No. and IB File No. Odin Mobile, LLC 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 Odin Mobile, LLC ("Odin Mobile" 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 Odin Mobile. GCIOA, a wholly owned subsidiary of Global Holdings, is certified to provide 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 ofits services on a competitive basis. Odin Mobile pufchases wireless services (for voice minutes, text messages, mobile data, etc.) from its underlying carrier on a wholesale basis, packages those services into Odin Mobile‘s own service plans and pricing, and bundles the wireless service with Odin Mobile‘s handset selection, mobile applications, marketing materials, web interface, and customer service to produce finished wireless service offerings to sell to end—user customers. Odin Mobile 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 Odin Mobile have entered into an agreement pursuant to which Odin Mobile will acquire seventy five percent (75%) direct stock interest in GCIOA. Global Holdings will retain a minority interest in GCIOA twenty five percent (25%), however, ultimate (indirect) control of GCIOA will be transferred to the ninety—nine percent (99%) interest holder in Odin Mobile, Paul Greene, 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.FE.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 CFR. § 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 Odin Mobile or GCIOA seeks authority to resell, nor will Applicants be so affiliated post—close; and (111) none of the other scenarios outlined in section 63.12(c) of the Commission‘s rules, 47 C.F.R. § 63.12, apply.‘ Applicants similarly seek streamlined treatment for the domestic portion of this Application pursuant to section 63.03(b) because (i) post—close, Applicants (and their Affiliates) will have a market share in the interstate, interexchange market of less than 10 percent;" (ii) 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;" and (iii) no Applicant (including affiliates) is dominant with respect to any service." I. DESCRIPTION OF THE APPLICANTS A. Global Connection Inc. Of America & Global Connection Holdings Corporation GCIOA (FRN: 0010765329) is a corporation organized under the laws of Georgia. Its principal place of business is 5555 Oakbrook Parkway, Suite 620, Noreross, GA 30093. GCIOA holds blanket domestic and international section 214 authority from the Commission." 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.° GCIOA has been designated as an eligible telecommunications carrier ("ETC") to provide Lifeline services to low—income 1 47 CFR. § 63.12. 2 A7 C.FR. § 63.03(b)(2). 3 See id. 4 47 C.F.R. § 63.03(b)(2)0G). 5 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). 8 The states and territories in which the Company provides wireless services are identified in Exhibit C. 3

consumers‘ on a wireline basis in twelve states® and on a wireless basis in twenty—three states and Puerto Rico." 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 provide telecommunications services. 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 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. Odin Mobile, LLC Odin Mobile (FRN: 0022135131) is a Maryland limited liability company with its principal offices located at 11426 Rockville Pike, Suite 230, Rockville, Maryland 20852. Odin Mobile provides prepaid wireless telecommunications services to consumers by using the T—Mobile USA ("T—Mobile") wireless network. The underlying carrier provides wholesale capacity on their ? Applicants 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. 8 GCIOA is designated as a wireline ETC in Alabama, Arkansas, Florida, Georgia, Louisiana, Kentucky, Michigan, Mississippi, North Carolina, South Carolina, Tennessee and Texas. ° See Exhibit C 4

wireless network to resellers like Odin Mobile. Odin Mobile purchases wireless services (for voice minutes, text messages, mobile data, etc.) from its underlying carrier on a wholesale basis, packages those services into Odin Mobile‘s own service plans and pricing, and bundles the wireless service with Odin Mobile‘s handset selection, mobile applications, marketing materials, web interface, and customer service to produce finished wireless service offerings to sell to end— user customers. Odin Mobile obtained its wireless identification registration (WIR) from the California Public Utilities Commission ("CPUC") on June 2, 2015. Odin Mobile currently has an application to offer California Lifeline wireless service filed with the CPUC pending."®" Odin Mobile and its affiliates have established considerable financial resources that will be available, as needed, to support Global Connection in its operations and continuing growth. Furthermore, Odin Mobile is not a foreign carrier and is not affiliated with any foreign carriers. Odin Mobile is ninety—nine percent (99%) owned by Paul Greene, a United States citizen, with his principal place of business located at 11565 Old Georgetown Road, Rockville, Maryland 20852. No other entity or individual holds a ten percent (10%) or greater ownership interest in Odin Mobile. A diagram showing the current corporate structure of Odin Mobile is provided in Exbibit E. Paul Greene is also indirectly a majority owner (the only 10% or greater owner) of Prepaid Wireless Wholesale, LLC ("PPWW*"), a Maryland limited liability company. PPWW has no foreign ownership and, like GCOIA, is not a foreign carrier and is not affiliated with foreign carriers in any market. PPWW is one of the nation‘s longest standing aggregators of wireless services. PPWW is financially strong, carrying zero debt or outside investment. PPWW 9 See CPUC Utility Number U—4481—C Advice Letter 2 filed on August 21, 2015. 5

participates in the Lifeline consortium to lobby for favorable rules, regulations that promote longevity and stability of the program. PPWW provides integrated communications solutions — including Mobile Virtual Network Operator ("MVNO®") enablement, cellular carrier access aggregation, voice/text/data services, machine—to—machine ("M2M"), and Internet of Things ("IoT") connectivity. PPWW helps companies deploy cellular services to their customers. These MVNOs market and sell while PPWW provides backend network connectivity, billing, rating, handset logistics, call center and other enablement services necessary to execute their business objectives. PPWW owns and operates a carrier grade voice, text, and mobile data telecommunications infrastructure. These carrier—connected network elements are the hub of PPWW‘s business. When voice, text, or data events are initiated, those events are passed to PPWW‘s network for event approval, dynamic call routing, live event rating, billing, and reporting. PPWW has a long—term contractual and network relationship with T—Mobile USA, Inc. (NASDAQ: "TMUS"). Specifically, PPWW network elements are inter—connected with TMUS and TMUS leverages PPWW as an MVNO, M2M, and IoT aggregator. Specifically, PPWWs network infrastructure and TMUS relationship enables PPWW to leverage equipment, connectivity, software, and expertise from each partner to deliver a complete telecommunication solution. PPWW has completed the strategic planning, development, and deployment of all hardware, software, and programming integration necessary to deliver carrier—grade telecommunication enablement services to the US MVNO market. PPWW systems represent a bi—directional hub between the carrier and each wholesale partner. PPWW published and manages a robust API architecture enabling real—time activations, customer management functions, and

billing record delivery. PPWW is fully integrated into the carrier‘s ordering API platform. All wholesale partners integrate directly with PPWW. PPWW‘s network is fully—redundant. This includes power, circuits, hardware, and network connections, and the network delivers 99.999% uptime and reliability. PPWW has deployed disaster recovery mechanisms that ensure talk, text, and data services remain available. PPWW systems are built for rapid deployment and support of wholesale clients. Operational support includes API integration, customer activations, rate plan management, customer life—cycle messaging, equipment warehouse and fulfillment, 24/7 call center services and Tier 2 technical support. In addition, PPWW maintains subject matter, development; and innovation experts to engage and retain wholesale partners and subscribers. Finally, Paul Greene also owns 100% of Cintex Wireless, LLC ("Cintex") which is a Maryland limited liability company that provides inter alia resold wireless services to both Lifeline and Non—Lifeline subscribers. Cintex is a retail provider of Lifeline and non—Lifeline prepaid wireless services in Arkansas, Maryland, Maine, Rhode Island and West Virginia, and a wholesale provider of wireless telecommunications services. Cintex has no foreign ownership and, like GCOIA, is not a foreign carrier and is not affiliated with foreign carriers in any market. IL. DESCRIPTION OF THE TRANSACTION Pursuant to the terms of a Stock Purchase Agreement ("Agreement") dated February 16, 2017, by and among Odin Mobile, Global Holdings and GCIOA, Odin Mobile will acquire seventy five percent (75%) of the stock in GCIOA, which will become a majority owned direct subsidiary. Ultimate (indirect) control of Global Connection will be transferred to the ninety—nine percent (99%) interest holder in Odin Mobile, Paul Greene, a United States citizen. Global Holdings will retain minority interest in Global Connection (twenty five percent (25%)). The transaction will

not result in any loss or impairment of service for any customer. 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 Odin Mobile 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 Odin Mobile 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 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 Odin Mobile and its affiliates 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. 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 GCIOA‘s proven telecommunications capabilities and Odin Mobile and its affiliates‘ technical, managerial and financial expertise, particularly with respect to compliance and marketing in the low—income consumer sector. The resulting synergy will enable GCIOA to achieve measurable growth while developing 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.‘‘ From the customers‘ perspective, the only significant change post— close will be that control of GCIOA will reside with Odin Mobile and its owner, Paul Greene. That change will be both beneficial and largely transparent to consumers. C. The Transaction Poses No Competitive Risks for Domestic Telecommunications Markets Odin Mobile‘s acquisition of GCIOA similarly will have no adverse effects upon the domestic telecommunications market. e 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 non—dominant, reflecting its inability to exert anti—competitive pressures upon other providers and the market in general. U Any future changes to the Company‘s rates, terms and conditions of service will be made consistent with applicable Coramission requirements. 9

e Odin Mobile‘s acquisition of GCIOA also will not harm competition in local exchange markets. Neither Odin Mobile nor GCIOA hold a material percentage of the national market and, as resellers, cannot leverage network resources to the detriment of competitors. e The proposed transaction does not represent a consolidation of market operations. 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 anti—competitive impact on the U.S. international telecommunications marketplace. Neither GCIOA nor Odin Mobile is a foreign carrier and neither is affiliated with a foreign carrier in any market. Therefore, the acquisition of GCIOA by Odin Mobile would have no ability to adversely affect compétition 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 Global Connection Holdings Corporation 5555 Oakbrook Parkway, Suite 620 Noreross, GA 30093 (678) 741—6200 10

Odin Mobile, LLC 11565 Old Georgetown Rd. Rockville, Maryland 20852 (301) 255—0410 (Phone) (b) GCIOA and Global Holdings are Georgia corporations. Odin Mobile is a Maryland limited liability company. (c) Correspondence concerning this Application should be sent to: (Answer to IBFS Main Form Question 10) For GCIOA and Global Holdings: Lance J.M. Steinhart Managing Attorney Lance J.M. Steinhart, P.C. Attorneys at Law 1725 Windward Concourse, Suite 150 Alpharetta, Georgia 30005 (770) 232—9200 (Phone) (770) 232—9208 (Fax) Isteinhart@telecomeounsel.com (E—Mail) with a copy to: David Skogen, CEO Global Connection Inc. Of America 5555 Oakbrook Pkwy, Suite 620 Norcross, GA 30093 (888) 315—2669 (Phone) dskogen@gcioa.com (E—Mail) For Odin Mobile: Lance J.M. Steinhart Managing Attorney Lance J.M. Steinhart, P.C. Attorneys at Law 1725 Windward Concourse, Suite 150 Alpharetta, Georgia 30005 (770) 232—9200 (Phone) (770) 232—9208 (Fax) Isteinhart@telecomeounsel.com (E—Mail) 11

with a copy to: Paul Greene 11565 Old Georgetown Rd. Rockville, Maryland 20852 (301) 255—0410 (Phone) paulgreene@prepaidwirelessgroup.com (E—Mail) (d) Answer to IBFS Main Form Question 10 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. Odin Mobile does not hold any federal telecommunications regulatory authority. (e—g) Not applicable (b) Answer to IBFS Main Form Question 11 Post—close, GCIOA will be a wholly owned direct subsidiary of Odin Mobile. The following individuals or entities will hold a 10 percent or greater interest in GCIOA post— close: Name: Odin Mobile, LLC Address: 11565 Old Georgetown Rd., Rockville, Maryland 20852 Citizenship: Maryland Limited Liability Company Principal business: Wireless Telecommunications Services Percent Interest in GCIOA: 75 percent (direct) Name: Paul Greene Address: 11565 Old Georgetown Rd., Rockville, Maryland 20852 Citizenship: US Principal business: Telecommunications Percent Interest in GCIOA: 74.25 percent (indirect through interest in Odin Mobile) 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: 25 percent (direct) Name: L6—Global, LLC Address: #333—6555 Sugarloaf Parkway, Suite 307 Duluth, GA 30097 Citizenship: Georgia LLC Principal Business: Telecommunications Percent Interest in GCIOA: 16.7 percent (indirect through interest in Global Holdings) 12

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: 16.1 percent (indirect through interest in L6—Global, LLC) Milestone Partners. Funds of Milestone Partners will hold an aggregate indirect interest of approximately 17.7 percent (25 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). The general partner of both funds is Milestone Partners II GP, LP. 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. 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. ) As confirmed by the signature of Odin Mobile‘s representative to this Application, Odin Mobile certifies that (a) Odin Mobile is not a foreign carrier and is not affiliated with a foreign carrier, and (b) Odin Mobile will not become a foreign carrier or become affiliated with a foreign carrier post—close. (0) As confirmed by the signature of Odin Mobile‘s representative to this Application, Odin Mobile certifies that it does not seek to provide international telecommunications services to any destination country where (i) Odin Mobile or GCIOA is a foreign carrier; (ii) Odin Mobile or GCIOA controls a foreign carrier; (111) any entity that owns more than 25 percent of Odin Mobile or GCIOA, or that controls Odin Mobile 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 Odin Mobile 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 O [Reserved] (m) Not applicable 13

(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. (0) 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 Commussion‘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 (i11) none of the other scenarios outlined in section 63.12(c) of the Commission‘s rules, 47 C.F.R. § 63.12, apply. vV. 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. 14

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, /s/ Lance J.M. Steinhart Lance J.M. Steinhart Lance J.M. Steinhart, P.C. 1725 Windward Concourse, Suite 150 Alpharetta, Georgia 30005 (770) 232—9200 (Phone) (770) 232—9208 (Fax) E—Mail: Isteinhart@telecomcounsel.com Attorneysfor Global Connection Inc. of America February 22, 2017 15

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 Odin Mobile EXHIBIT F — Post—close Corporate Structure of GCIOA & Odin Mobile

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 Commussion‘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

EXHLIBIT C GCIOA Intrastate Wireless Territory Arizona Arkansas California Colorado Georgia Towa 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

Milestone Partners? (Delaware limited liability company) 100 % MP Global Holdings, LLC 95.9 % L6—Global LLC Banyan Investments Harbert Management Corp. 67 % 6.44 % 14.06& A.% % Global Connection Holdings Corporation 100 % Global Connection Inc. of America !Percentages 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. * 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 Odin Mobile

PaulGreene 99 % Odin Mobile, LLC _

EXHIBIT F Post—close Corporate Structure of GCIOA & Odin Mobile

Milestone Partners (Delaware limited liability company) 100 % MP Global Holdings, LLC 95.9% L6—Global LLC Paul Greene 67 % 6.44 % 99 % Global Connection Holdings Corporation Odin Mobile, LLC 25% 175% Global Connection Inc. of America 1 Percentages shown above the level of GCIOA reflect actual interests (not adjusted for application of attribution rule) in immediate subsidiary and not indirect ownership interest in GCIOA.


Document Created: 2017-02-22 14:57:28
Document Modified: 2017-02-22 14:57:28
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