Attachment Attachment 1

This document pretains to ITC-T/C-20170908-00153 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017090800153_1272676

Attachment 1 FCC Form 214 Page 1 of 3 ANSWER TO QUESTION 10 Information for Transferor, Transferee and Section 214 Holder • Contact Information for Transferor, Transferee and Section 214 holder: Company Contact William H. Bradford, President & Chief Executive Officer United Communications 120 Taylor Street Chapel Hill, Tennessee 37034 Telephone: (931) 364-4355 E-mail: wbradford@united.net Legal Counsel Howard Shapiro Bennet & Bennet, PLLC 6124 MacArthur Blvd. Bethesda, MD 20816 Tel. 202-371-1500 E-mail: hshapiro@bennetlaw.com • United Communications Holdings, LLC (“UCH”), the Transferor/Transferee, FRN: 0020970117, is a domestic limited liability company organized under the laws of the State of Delaware. • UTC Long Distance, LLC (“UTC-LD”), the International 214 holder, FRN: 0005023940, is a domestic limited liability company organized under the laws of the State of Tennessee. • UTC-LD has not previously received any International Section 214 authority other than the International Section 214 authority that is the subject of this application (ITC-214-19970205-00061). UCH has not previously received any International Section 214 authority in its own behalf. However, in 2011, the Commission approved the acquisition of control of UCT-LD by UCH (ITC-T/C-20110623-00175).

Attachment 1 FCC Form 214 Page 2 of 3 ANSWER TO QUESTION 11 UTC-LD, the International 214 holder is a wholly-owned subsidiary of UCH. The following information is provided for all entities that hold an ownership interest of 10% or more in UCH: William H. Bradford United Communications 120 Taylor Street Chapel Hill, Tennessee 37034 Citizenship: United States Principal Business: Telecommunications Pre-Consummation Ownership: 28.4% Equity* / 20.9% Voting Post-Consummation Ownership: 53.3% Equity* / 50.0% Voting Eugene B. Johnson United Communications 120 Taylor Street Chapel Hill, Tennessee 37034 Citizenship: United States Principal Business: Telecommunications Pre-Consummation Ownership: 21.8% Equity* / 20.9% Voting Post-Consummation Ownership: 40.8% Equity* / 50.0% Voting MSouth Equity Partners, L.P. Two Buckhead Plaza 3050 Peachtree Road NW, Suite 550 Atlanta, Georgia 30305 Principal Business: Private Equity Investment Pre-Consummation Ownership: 46.7% Equity* / 58.2% Voting Post-Consummation Ownership: 0% Equity / 0% Voting *The remaining equity ownership interest in UCH is held by an employee, Michael F. Jury. Mr. Jury presently holds non-voting class B units amounting to 3.1% of the equity of UCH. As a result of the redemption of MSouth shares, that equity percentage will increase to 5.8%. Mr. Jury is a United States citizen.

Attachment 1 FCC Form 214 Page 3 of 3 ANSWER TO QUESTION 13 UTC-LD is the holder of an International 214 authorization granted under file number ITC-214- 19970205-00061. UTC-LD became a wholly-owned subsidiary of United Communications holdings, LLC (UCH) in a transaction approved by the Commission in 2011 (see file no. ITC-T/C- 20110623-00175). UCH is a limited liability company that was formed in 2011 by MSouth Equity Partners, LP (“MSouth”), William H. Bradford (President and Chief Executive Officer), and Eugene B. Johnson (Chairman) to acquire, inter alia, ownership of UTC-LD. There are two classes of membership interests in UCH; Class A carries voting rights and Class B does not carry voting rights. On December 15, 2016, pursuant to unanimous action of UCH’s Board of Managers, UCH entered into an agreement with MSouth to partially redeem some of the membership interests in UCH held by MSouth. As a result of this partial redemption, MSouth’s voting interest in UCH was reduced from 61.2% to 58.2% and its equity interest was reduced from 51.3% to 48.2%. Mr. Bradford’s voting interest increased slightly from 19.4% to 20.9% and his equity interest increased slightly from 27.6% to 29.3%. Likewise, Mr. Johnson’s voting interest increased slightly from 19.4% to 20.9% and his equity interest increased slightly from 21.1% to 22.5%. The Commission was timely notified of this pro forma change in ownership on January, 13, 2017 (see file no. ITC- T/C-20170113-00007). The present application is being filed to request Commission consent to the transfer of control of UCH (and its wholly-owned subsidiary and International 214 holder, UTC-LD) pursuant to an Agreement between MSouth and UCH whereby UCH will redeem the remaining Class A and Class B units in UCH held by MSouth. Upon consummation of this transaction, MSouth will no longer have any ownership interest in UCH. UCH will be controlled by Messrs. Bradford and Johnson who will each hold 50 percent of the issued and outstanding Class A voting units. The post consummation equity ownership of UCH (consisting both the remaining issued and outstanding Class A voting units and the remaining issued and outstanding class B non-voting units) will be held by Mr. Bradford (53.3%), Mr. Johnson (40.8%) and Michael F. Jury (5.8%), an employee of the company. All three interest holders are U.S. citizens. William Bradford will remain in his current position as President and Chief Executive Officer of UCH, Eugene Johnson will remain in his current position as Chairman of UCH and Michel Jury will remain in his current position as Chief Operating Officer of UCH. Accordingly, this transaction will not result in any change in de facto control of the day-to-day operations of the transferor or the International 214 holder. ANSWER TO QUESTION 20 This application qualifies for streamlined processing because none of the parties hereto is affiliated with any foreign carrier nor is any party affiliated with any dominant U.S. carrier whose international switched or private line services is being resold.


Document Created: 2017-09-08 17:48:12
Document Modified: 2017-09-08 17:48:12
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