Attachment Notification

This document pretains to ITC-T/C-INTR2019-00141 for Transfer of Control on a International Telecommunications filing.


                              ATTACHMENT
           NOTIFICATION OF PRO FORMA TRANSFER OF CONTROL OF
               INTERNATIONAL SECTION 214 AUTHORIZATION

       Lingo Communications of Kentucky, LLC (“Lingo Kentucky”) files this notification of a
pro forma transfer of control.

I.     OVERVIEW OF PRO FORMA TRANSFER OF CONTROL

        As of May 23, 2018, GG Telecom Investors, LLC (“GGTI”) was the parent company of
Lingo Kentucky (see File No. ITC-T/C-20180622-00117). The membership interests of GGTI
are held by Holcombe T. Green, Jr., a U.S. citizen, and R. Kirby Godsey, also a U.S. citizen (Mr.
Green and Mr. Godsey collectively, the “Owners”): Holcombe T. Green, Jr. (67.5%) and R. Kirby
Godsey (32.5%). No other person or entity holds a ten percent (10%) or greater direct or indirect
equity or voting interest in GGTI.

     GGTI holds 100% of the interests of Lingo Communications, LLC. Lingo
Communications, LLC holds 100% of the interests of Lingo Management, LLC.

      As of July 9, 2018, the Owners changed the organization of their holdings with Lingo
Management, LLC becoming the new parent company of Lingo Kentucky (see File No. ITC-
T/C-20180622-00117).

      As of December 19, 2018, the Owners changed the organization of their holdings with
GGTI becoming the new parent company of Lingo Kentucky.

       The Owners were the ultimate owners of Lingo Kentucky before December 19, 2018 and
were the ultimate owners of Lingo Kentucky after December 19, 2018. As a result, there was no
substantial change in beneficial ownership of Lingo Kentucky, and the change is treated as
presumptively pro forma.

        Pre- and post-transaction organizational charts are provided for the Commission’s
convenience. The pre-transaction chart reflects the prior name of Lingo Kentucky – Birch
Communications of Kentucky, LLC (see Report No. TEL-01939, DA No. 18-1278). The post-
transaction chart reflects the transaction approved by the Commission in File No. ITC-T/C-
20180712-00144, which was consummated effective December 31, 2018.




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II.      RESPONSE TO IBFS FORM QUESTIONS

Response to IBFS Form Question 10

Correspondence concerning this pro forma notification should be sent to:

Angela F. Collins
Cahill Gordon & Reindel LLP
1990 K Street, NW, Suite 950
Washington, DC 20006
202-862-8900 (telephone)
acollins@cahill.com

Lingo Kentucky holds international Section 214 authority under File No. ITC-214-20130716-
00198.

Response to IBFS Form Question 11

      The following entities and individuals hold a ten percent (10%) or greater direct or indirect
ownership interest in Lingo Communications of Kentucky, LLC (“Lingo Kentucky”):

•     GG Telecom Investors, LLC (“GGTI”), a Georgia limited liability company, holds 100% of
      the interests of Lingo Kentucky. Holcombe T. Green, Jr., a U.S. citizen, is the Manager of
      GGTI. The business address for GGTI is 3060 Peachtree St., NW, Suite 1065, Atlanta, GA
      30305. GGTI is a holding company and offers no services.

•     Holcombe T. Green, Jr., a U.S. citizen, holds 67.5% of the membership interests of GGTI.
      R. Kirby Godsey, a U.S. citizen, holds 32.5% of the membership interests of GGTI. The
      business address for Mr. Green and Mr. Godsey is 3060 Peachtree St., NW, Suite 1065,
      Atlanta, GA 30305. No other person or entity holds a ten percent (10%) or greater direct or
      indirect equity or voting interest in GGTI.

        Other than as stated herein, no other entity or individual owns a ten percent (10%) or
greater direct or indirect equity or voting interest in Lingo Kentucky.

         GGTI holds 100% of the interests of Lingo Communications, LLC, a Georgia limited
liability company. Lingo Communications, LLC holds 100% of the interests of Lingo
Management, LLC, a Georgia liability company. Lingo Management, LLC holds international
Section 214 authorization in File No. ITC-214-20160630-00180, but does not offer any services.
Lingo Management, LLC also holds 100% of the interests in the following entities that provide
telecommunications services:

         o   Lingo Communications of Virginia, Inc.
         o   Lingo Communications of the Northeast, LLC
         o   Lingo Telecom of the South, LLC
         o   Lingo Telecom of the Great Lakes, LLC


                                                 2


       o   Lingo Telecom of the West, LLC
       o   Lingo Communications Midwest, LLC
       o   Lingo Communications South, LLC
       o   Lingo Communications North, LLC
       o   Matrix Telecom, LLC
       o   Matrix Telecom of Virginia, LLC
       o   Vancouver Telephone Company Limited (Canada)

       GGTI also holds 100% of the interests of Tempo Telecom, LLC, a nationwide provider
of prepaid wireless services.

       Mr. Green and Mr. Godsey, through GGTI, also hold interests in BCHI Holdings, LLC
(“BHold”). BHold holds interests in the following entities that provide telecommunications
services:

       o   Fusion Connect, Inc. (formerly Fusion Telecommunications International, Inc.)
       o   Network Billing Systems, LLC
       o   Birch Communications, LLC
       o   Cbeyond Communications, LLC
       o   Birch Telecom of Missouri, LLC
       o   Birch Telecom of Kansas, LLC
       o   Birch Telecom of Texas LTD LLP
       o   Birch Telecom of Oklahoma, LLC
       o   Primus Management ULC (Canada)

Response to IBFS Form Question 12

        Lingo Kentucky is affiliated with Vancouver Telephone Company Limited (“VTC”), a
British Columbia company that is authorized to provide telecommunications and Internet access
services in Canada as a non-dominant provider. None of the officers or directors of Lingo
Kentucky serve as officers or directors of VTC.

        As a result of the membership interests held by Mr. Green and Mr. Godsey in BHold,
Lingo Kentucky also is affiliated with Primus Management ULC (“Primus”), a British Columbia
company that is authorized to provide local exchange, long distance, and Internet access services
in Canada as a non-dominant provider. None of the officers or directors of Lingo Kentucky
serve as officers or directors of Primus.

Response to IBFS Form Question 13

       See explanation in Section I. above.




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                                                                                     Organizational Chart
                                                                                          7-9-2018

                                                                                                                                                                          Holcombe T. Green, Jr. (66.5 %)
                                                                                                                                                                             R. Kirby Godsey (33.5 %)
                                                                                                GG Telecom Investors, LLC
                                                                                                         (GA)




                                                                                               Lingo Communications, LLC
                                                                                                        (GA)




                                                                                                   Lingo Management, LLC
   Tempo                                                                                                    (GA)
Telecom, LLC
    (GA)




                                                                                                                                 Ionex
                                      Birch Telecom of                                                                      Communications        Ionex
                                                                            Birch Telecom of              Birch                                                 Birch Communications
               Birch Communications    the South, LLC     Birch Telecom                                                                       Communications,                             Ionex Communications
                                                                            the Great Lakes,        Communications          South, LLC (DE)                     of the Northeast, LLC
                  of Kentucky, LLC          (DE)         of the West, LLC                                                                          LLC                                       North, LLC (DE)
                                                                                LLC (DE)             of Virginia, Inc.                                                  (DE)
                        (GA)                                    (DE)                                                                               (DE)
                                                                                                           (VA)


                                                                              The Lingo Companies Organizational Chart
                                                                                             1-1-2019

                                                                                                                                                                               Holcombe T. Green, Jr. (67.5 %)
                                                                                                                                                                                  R. Kirby Godsey (32.5 %)
                                                                                                  GG Telecom Investors, LLC
                                                                                                           (GA)



     Tempo               Lingo Communications
  Telecom, LLC              of Kentucky, LLC                                                      Lingo Communications, LLC
      (GA)                        (GA)                                                                     (GA)




                                                                                              Lingo Management, LLC
                                                                                                       (GA)




      Impact Acquisition LLC
              (DE)


                                                                                 Lingo
                                                                                                           Lingo Telecom
                          Impact Telecom LLC                                  Telecom of                                                                                Lingo              Lingo
                                                                                                Lingo             of               Lingo               Lingo                                                 Lingo
                                 (NV)                                         the South,                                                                            Communications   Communications
                                                                                             Telecom of       the Great       Communications      Communications                                         Communications
                                                                                  LLC                                                                                Midwest, LLC    of the Northeast,
                                                                                           the West, LLC     Lakes, LLC       of Virginia, Inc.   South, LLC (DE)                                          North, LLC
                                                                                 (DE)                                                                                    (DE)               LLC
                                                                                                (DE)            (DE)                (VA)                                                                     (DE)
                                                                                                                                                                                           (DE)
      Matrix Telecom, LLC
              (TX)




Matrix Telecom              Vancouver Telephone
of Virginia, LLC              Company Limited
      (VA)                       (Canada)




            The entities listed herein include those entities that hold
          authorization to provide intrastate, interstate, or international
        telecommunications services in the U.S. or Canada or are in the
                       chain of ownership of those entities.



Document Created: 2019-01-29 18:03:58
Document Modified: 2019-01-29 18:03:58

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