Attachment Attachment 1

This document pretains to ITC-T/C-20190711-00134 for Transfer of Control on a International Telecommunications filing.


                                                                          Notification of Pro Forma Transfer
                                                                                                Attachment 1
                        NOTIFICATION OF PRO FORMA TRANSACTION

       This notification is filed pursuant to Section 214 of the Communications Act of 1934, as
amended, and Section 63.24(f) of the Federal Communications Commission’s (“FCC’s” or
“Commission’s”) rules.1 The notification pertains to the following international Section 214
authorizations (the “Licenses”):

Licensee Name                                                 IBFS File Number
Optivon, Inc. (a Puerto Rico Corporation)                     ITC-214-2009091500418
Optivon, Inc. (a Florida Corporation)                         ITC-214-2015012200012
Optivon Telecommunications Services, Inc. (a                  ITC-214-2004120100474
Puerto Rico Corporation)

       As is explained in greater detail below, all of the Licenses are held by entities that are
under the ultimate affirmative control of Mr. Luis G. Romero (“Mr. Romero”).2 For estate
planning purposes, Mr. Romero is transferring his controlling holdings in these licensees to a
revocable trust, created by The Luis G. Romero Trust Agreement dated November 28, 2018 (the
“Trust”), for which Mr. Romero is the sole grantor and trustee. Consequently, Mr. Romero
controls the Trust and, as a result, there is no change in the “actual controlling party” of the
Licenses and the transfer qualifies as “non-substantial or pro forma” under Section 63.24(d) of
the Commission’s rules.

        The pro forma transfer occurred as follows: 100% of the issued and outstanding stock of
both Puerto Rico corporation Optivon Telecommunications Services, Inc. (“OTSI”) and of
Florida corporation Optivon, Inc. (“Optivon-FL”) is held by Puerto Rico corporation Optivon,
Inc. (“Optivon-PR”). Mr. Romero directly holds a majority (56.65%) of the issued and
outstanding stock in Optivon-PR, and indirectly holds another 19.61% interest through his 100%
ownership of the issued and common stock of PW Acquisition Corp. which holds 17.71% of
common stock and 1.90% of preferred stock in Optivon-PR. Thus, Mr. Romero’s cumulative
interest in the Licenses as a result of these holdings is 76.26% which accords him affirmative
control.3 The pro forma transfer occurred on June 14, 2019 when Mr. Romero transferred his
individual shares in Optivon-PR and his shares in PW Acquisition Corp. to the Trust.




1
  47 U.S.C. §214; 47 C.F.R. § 63.24(f).
2
   Mr. Romero is also known as “Luis G. Romero Font” which includes his second last name as is common in
traditional Latin cultures. For purposes of avoiding confusion when conducting business in the United States, Mr.
Romero uses a single last name, and thus is making these FCC filings in his correct, current legal name of “Luis G.
Romero.”
3
  Mr. Romero also indirectly holds 50% of a 0.88% interest in Optivon-PR through another entity, Codecom, Inc.,
which is not being transferred to the Trust. Including this minor interest, Mr. Romero’s total interest in Optivon-PR
is 76.7%.

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                                                              Notification of Pro Forma Transfer
                                                                                    Attachment 1
Answer to Question 10 (Section 63.18(c)-(d)):

       All communications in connection with this notification should be directed to the
following on behalf of the Transferor and Transferee:

Luis G. Romero                                      Carl W. Northrop
c/o Optivon-PR                                      Telecommunications Law Professionals PLLC
PO Box 11881, San Juan, PR 00922-1881               1025 Connecticut Ave, NW Suite 1011
Phone: (787) 625-2737                               Washington, DC 20036
Fax: (787) 304-0889                                 Phone: (202) 789-3113
Email: lromero@optivon.net                          Fax: (202) 789-3112
                                                    Email: cnorthrop@telecomlawpros.com

        Neither Mr. Romero, a United States citizen, nor the Trust, which is governed by the laws
of Florida, hold any international Section 214 authorizations but Mr. Romero, through his
interest in the Trust, does control the Optivon-PR, Optivon-FL and OTSI licensees that hold such
authorizations to provide global or limited global resale service.

Answer to Question 11 (Section 63.18(h))

       The Trust is 100% owned and controlled by its sole grantor and trustee, Mr. Romero, a
United States citizen. His address is 27 Calle Gonzalez Giusti, STE 100, Edificio Tres Rios,
Guaynabo, PR 00966, and principal business is the management of Optivon-PR and its affiliates.

Answer to Question 13

        Please see narrative in the introduction discussing the means by which the pro forma
transfer of control occurred.




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Document Created: 2019-07-11 12:34:30
Document Modified: 2019-07-11 12:34:30

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