Attachment Attachment 1

This document pretains to ITC-T/C-INTR2018-04131 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTCINTR201804131_1470783

Attachment 1 FCC Form 214 Page 1of 3 ANSWER TO QUESTION 10 Information for Transferor, Transferee and Section 214 Holder  Contact Information for Eugene B. Johnson, Chairman (Transferor), William H. Bradford, President & Chief Executive Officer (Transferee) and UTC Long Distance, LLC (Section 214 holder) is as follows: United Communications 120 Taylor Street Chapel Hill, Tennessee 37034 Telephone: (931) 364-4355 E-mail: wbradford@gounited.net Legal Counsel Howard Shapiro Womble Bond Dickinson (US) LLP Suite 500 1200 Nineteenth Street, NW Washington DC 20036 Tel. 202-857-4507 E-mail: howard.shapiro@wbd-us.com  Eugene B. Johnson the Transferor, FRN: 0027693316, is an individual and a citizen of the United States.  William H. Bradford, the Transferee, FRN: 0027693274, is an individual and a citizen of the United States.  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). Messrs. Johnson and Bradford have not previously received any International Section 214 authority on their own behalf. However, in 2017, the Commission approved the acquisition of control of United Communications Holdings, LLC (“UCH”), the parent company of UCT-LD, by Messrs. Johnson and Bradford (ITC-T/C-20170908-00153).

Attachment 1 FCC Form 214 Page 2 of 3 ANSWER TO QUESTION 11 UTC-LD, the International 214 holder is a 100% 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: 54.95% Equity / 50.0% Voting Post-Consummation Ownership: 54.23% Equity / 82.0% Voting Eugene B. Johnson United Communications 120 Taylor Street Chapel Hill, Tennessee 37034 Citizenship: United States Principal Business: Telecommunications Pre-Consummation Ownership: 42.05% Equity / 50.0% Voting Post-Consummation Ownership: 22.02% Equity/ 18% Voting Community Investments Foundation. (FRN: 0027667344) 220 North Tryon Street Charlotte, NC 28202 Principal Business: Charitable Trust Pre-Consummation Ownership: 0.0% Equity / 0.0% Voting Post-Consummation Ownership: 20.74% Equity* / 0.0% Voting *The Community Investments Foundation is a Florida charitable trust to which Eugene Johnson donated a portion of the Class B non-voting shares received from William Bradford in connection with this transaction. The remaining equity ownership interest in UCH is held by a former employee, Michael F. Jury. Mr. Jury presently holds non-voting class B units amounting to 3.01% of the equity of UCH. 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 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. In 2017, the Commission approved the redemption of 100% MSouth’s membership interests in UCH and the transfer of control of UCH and UTC-LD to Messrs. Bradford (50%) and Johnson (50%) (see IBFS file no. ITC-T/C-20170908-00153, WC Docket No. 17-242 and ULS file no. 0007929738). There are two classes of membership interests in UCH; Class A carries voting rights and Class B does not carry voting rights. On July 5, 2018, Messrs. Bradford and Johnson engaged in an exchange of ownership interests whereby Mr. Bradford received Class A voting interests in UCH from Mr. Johnson and Mr. Johnson received Class B non-voting interests in UCH from Mr. Bradford. As a result of this exchange, Mr. Bradford moved from a position of negative control of UCH (50%) to a position of positive control (82%) with no substantial change to his overall equity position in the company. Mr. Johnson continues to hold the remaining 18% of the class A voting membership interests in UCH. Additionally, on July 6, 2018 Mr. Johnson donated a portion of his Class B non-voting membership interests to a charitable trust, thereby reducing his overall equity position in UCH from approximately 42% to 22%. William Bradford remains in his current position as President and Chief Executive Officer of UCH and Eugene Johnson remains in his current position as Chairman of UCH. Accordingly, this transaction will not result in any change in de facto control of the day-to-day operations of the International 214 holder or its parent. UTC-LD’s affiliate United Communications Inc. (“UCI”) holds one nationwide 3.65 GHz license and 18 private microwave licenses authorizations from the Commission. Contemporaneous notification has been filed with the FCC with respect to the pro forma transfer of control described herein as it relates to those wireless authorizations.


Document Created: 2018-07-23 12:22:01
Document Modified: 2018-07-23 12:22:01
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