Attachment Attachment 1

This document pretains to ITC-T/C-INTR2013-00986 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTCINTR201300986_996484

ATTACHMENT 1 Answer to Question 10: Name, title, post office address, and telephone number of the officer or contact point to whom correspondence concerning the application is to be addressed (47 C.F.R. § 63.18(c)): Correspondence concerning this Application for the Transferor should be sent to: Lubbock National Bank 4006 82nd Street Lubbock, Texas 79423 Attn: Christopher Robinson (806) 761-4107 With a copy to: Linda McReynolds, Esq. Marashlian & Donahue, LLC 1420 Spring Hill Road, Suite 401 McLean, Virginia 22102 Tel: (703) 714-1318 Fax: (703) 714-1330 Correspondence concerning this Application for the Transferee should be sent to: Kathleen M. Porter, Attorney Robinson & Cole LLP One Boston Place 25th Floor Boston, Massachusetts 02108-4408 (617) 557-5989 Correspondence concerning this Application for Proactive Communications, Inc. should be sent to: Marc J. LeGare President and CEO Proactive Communications, Inc. 3400 Kaydence Court Killeen, Texas 76542 (254) 699-0067 Statement as to whether the applicant has previously received authority under Section 214 of the Act. (47 C.F.R. § 63.18(d)) Lubbock National Bank (“Transferor”) and PCI Holdco Sub, Inc. (“Transferee”) (collectively, “Applicants”) have not previously received authority under Section 214 of the Act. Proactive

Communications, Inc. holds international Section 214 authority to provide global or limited global resale services, as granted by the Commission in FCC File No. ITC-214-20090409-00151. In addition, PCI holds blanket domestic Section 214 authority. See 47 C.F.R. § 63.01. 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 of the equity of the transferee, and the percentage of equity owned by each of those entities (to the nearest one percent). PCI Holdco, Inc. c/o Annex Capital Advisors LLC 126 East 56th Street, 28th Floor New York, NY 10022 Citizenship: Delaware corporation Principal Business: Telecommunications PCI Holdco, Inc. will hold 100% of the shares of PCI Holdco Sub, Inc. Robert E. Fowler c/o Annex Capital Advisors LLC 126 East 56th Street, 28th Floor New York, NY 10022 Citizenship: U.S. Citizen Principal Business: Private Equity Robert Fowler will hold 50% of the shares of PCI Holdco, Inc. Amant J. Dewan c/o Annex Capital Advisors LLC 126 East 56th Street, 28th Floor New York, NY 10022 Citizenship: U.S. Citizen Principal Business: Private Equity Amant J. Dewan will hold 50% of the shares of PCI Holdco, Inc. Transferee has no interlocking directorates with a foreign carrier. Answer to Question 13: Narrative of the means by which the proposed transfer of control will take place: Pursuant to the terms of a stock purchase agreement, Transferee will purchase 100% of the equity interest of PCI. For the Commission’s convenience, pre- and post-closing organization charts are attached as Exhibit A. Under the proposed Transaction, Transferee will acquire 100% of the stock of PCI from the Proactive Communications, Inc. Employee Stock Ownership Trust. The parties will use a transitory acquisition subsidiary, named PCI Transub, Inc., a Delaware corporation, to acquire the stock of PCI. This transitory subsidiary would be merged out of existence at the closing of the proposed transaction. No shareholder in the Proactive Communications, Inc. Employee Stock Ownership Trust currently holds 10% or more of the equity in PCI.

At the close of the transaction, PCI Holdco, Inc., a Delaware corporation, will own 100% of the shares in PCI Holdco Sub, Inc. Robert E. Fowler and Amant J. Dewan, both United States citizens, will beneficially hold 100% of the voting common stock of PCI Holdco, Inc. Proactive Communications, Inc. Employee Stock Ownership Trust will own at least 80% shares of non- voting, non-convertible preferred stock of PCI Holdco, Inc. No other individual or entity will own greater than 10 % share of non-voting, non-convertible stock of PCI Holdco, Inc. Answer to Question 20: Statement of how the application qualifies for streamlined processing. The Applicants respectfully request streamlined treatment of this Application pursuant to Section 63.12. This Application is eligible for streamlined treatment under Section 63.12(c)(1) and 63.12(c)(2) because the Applicants are not affiliated with a foreign carrier in a destination market or with a dominant U.S. carrier whose services Applicants may resell. See 47 C.F.R. §§ 63.12(c)(1), 63.12(c)(2).

EXHIBIT A Pre-Transaction Corporate Structure of Proactive Communications, Inc. Proactive Communications, Inc. Employee Stock Ownership Plan Trust 100% stock ownership Proactive Communications, Inc. (TX)

Post-Transaction Corporate Structure of Proactive Communications, Inc. Amant Dewan Robert E. Fowler Proactive Communications, Inc. Employee Stock Ownership Plan Trust 50% voting common stock 50% voting common stock At least 80 % ownership of non-voting, non-convertible preferred stock PCI Holdco, Inc. (DE) 100% stock ownership PCI Holdco Sub, Inc. (DE) 100% stock ownership PCI Transub, Inc. (DE)* 100% stock ownership Proactive Communications, Inc. (TX) *The parties are considering the use of a transitory acquisition subsidiary, to be named PCI Transub, Inc., a Delaware corporation, depending on the final acquisition structure. If this subsidiary is used, it will be merged out of existence at the closing of the transaction.


Document Created: 2013-05-08 17:02:23
Document Modified: 2013-05-08 17:02:23
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