Attachment One

This document pretains to ITC-T/C-20170922-00160 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017092200160_1280138

ATTACHMENT 1 Answer to Question 10 Rule 63.18 (c) Contact Information: All correspondence and other communications concerning this application should be directed to: John L. Clark Goodin, MacBride, Squeri & Day, LLP 505 Sansome Street, 9th Floor San Francisco, California 94111 Tel: 415-765-8443 Fax: 415-398-4321 E-mail: jclark@goodinmacbride.com Rule 63.18 (d) Authorizations Norcast, which is a California corporation, holds authority to provide global facilities-based and global resale services under File No. ITC-214-20030410-00183. (Norcast also holds domestic operating authority pursuant to Rule 63.01, 47 C.F.R. § 63.01.) Blue Rooster, which is a California corporation, holds authority to provide global facilities-based and global resale services under File No. ITC-214-20100317-00112. (Blue Rooster also holds domestic operating authority pursuant to Rule 63.01, 47 C.F.R. § 63.01.) Blue Rooster’s parent, Norcast, which is a California corporation, holds authority to provide global facilities-based and global resale services under File No. ITC-214-20030410-00183. (Norcast also holds domestic operating authority pursuant to Rule 63.01, 47 C.F.R. § 63.01.) Digital West, which is a California corporation, does not hold any international authorizations. (Digital West holds domestic operating authority pursuant to Rule 63.01, 47 C.F.R. § 63.01.) Answer to Question 11 Rule 63.18(h) Ownership (1) Current Ownership of Digital West: The following persons and entities hold 10% or greater direct ownership or control interests in Digital West: Name and Address Citizenship Principal Percentage Direct Business Ownership of Digital West

Timothy L. Williams United States Telecommunications 99% No other person or entity currently holds or can be attributed with a 10% or greater ownership or control interest in Digital West (2) Post-Transaction Ownership of Norcast, Blue Rooster, and Digital West: Following consummation of the proposed transaction, the following entity will hold 100% of the direct ownership and control interests in Norcast and, therefore, under the Commission’s rules, will also be attributed with 100% indirect ownership or control interests in Blue Rooster, Norcast’s wholly-owned subsidiary. Name and Address Citizenship Principal Percentage Direct Business or Indirect Ownership of Norcast and Blue Rooster Digital West Networks, Inc. United States Telecommunications 100% 3620 Sacramento Drive, Suite 102 San Luis Obispo, CA 93401 The following entity will hold 100% of the direct ownership and control interests in Digital West Networks, Inc. following consummation of the proposed transaction and, therefore, under the Commission’s rules, will also be attributed with 100% ownership and control interests in Norcast and Blue Rooster: Name and Address Citizenship Principal Percentage Indirect Business Ownership of Norcast and Blue Rooster Digital West Holdings, Inc. United States Holding Company 100% 3620 Sacramento Drive, Suite 102 (non-operating) San Luis Obispo, CA 93401 The following persons and entities will hold 10% or greater direct ownership or control interests in Digital West Holdings, Inc. following consummation of the proposed transaction and, therefore, under the Commission’s rules, will also be attributed with 10% or greater indirect ownership or control interests in Digital West, Norcast, and Blue Rooster: Name and Address Citizenship Principal Percentage Indirect Business Ownership of Digital West, Norcast, and Blue Rooster

Timothy L. Williams United States Telecommunications 76% 4400 Airox Road Santa Maria, CA 93455 Farragut Capital Partners United States Investment Management 15% 5425 Wisconsin Avenue, Suite 401, Chevy Chase, MD 20815 Farragut Capital Partners is managed by three individual partners: Philip A. McNeill; Javier E. Aguirre; and G. Cabell Williams, III. Each of them is a U.S. citizen, is engaged in the business of investment management, and the mailing address for each of them is: 5335 Wisconsin Avenue, NW, Suite 920, Washington, DC 20015. No other person or entity will hold or be attributed with a 10% or greater ownership or control interest in Digital West, Norcast, or Blue Rooster, and neither Norcast, Blue Rooster, nor Digital West will have any interlocking directorships with any foreign carrier. Answer to Question 13 Description of Transaction Joint Applicants have entered into an agreement by which Digital West will acquire all of the issued and outstanding stock in, and therefore direct control of, Norcast in exchange for cash. The same transaction will result in Digital West acquiring indirect control of Norcast’s wholly-owned subsidiary, Blue Rooster. This transaction is in furtherance of private investment decisions by the Joint Applicants’ respective owners to combine their operations, and to enable the Transferors’ owners to redeploy their capital into other ventures or investments. Following consummation of the proposed transfer of control, Norcast, Blue Rooster, and Digital West will continue to provide service to their respective customers without change in rates, terms, or conditions of service. Answer to Question 20 Rule 63.18(p) Streamlined Processing This application is eligible for streamlined processing under Section 63.12 of the Commission’s Rules, 47 CFR § 63.12. because none of the exceptions to streamlined processing specified by paragraph (c) of Section 63.12 applies. (This application is eligible for streamlined processing under Section 63.03 of the Commission’s Rules, 47 CFR § 63.03, because the proposed transaction would result in the transferee having a less than 10% share in the interstate, interexchange market, the transferee would provide competitive telephone exchange services or exchange services, if any, exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transactions, and none of the applicants is dominant with respect

to any service. See 47 C.F.R. § 63.03(b)(2)(i).) 3533/001/X194306.v1


Document Created: 2017-09-22 07:03:00
Document Modified: 2017-09-22 07:03:00
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