Public Notice TEL01702

International Telecommunications

Action Taken Public Notice

2014-11-28

FCC.report > IB > Public Notices > TEL01702

11 Filings Included [expand]

IBFS_PN_1070009

PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 12th STREET S.W. WASHINGTON D.C. 20554 News media information 202-418-0500 Internet: http://www.fcc.gov (or ftp.fcc.gov) TTY (202) 418-2555 DA No. 14-1725 Report No. TEL-01702 Friday November 28, 2014 International Authorizations Granted Section 214 Applications (47 C.F.R. § 63.18); Section 310(b) Requests The following applications have been granted pursuant to the Commission’s streamlined processing procedures set forth in Section 63.12 of the Commission’s rules, 47 C.F.R. § 63.12, other provisions of the Commission’s rules, or procedures set forth in an earlier public notice listing applications accepted for filing. Unless otherwise noted, these grants authorize the applicants (1) to become a facilities-based international common carrier subject to 47 C.F.R. § 63.22; and/or (2) to become a resale-based international common carrier subject to 47 C.F.R. § 63.23; or (3) to exceed the foreign ownership benchmark applicable to common carrier radio licensees under 47 U.S.C. § 310(b). THIS PUBLIC NOTICE SERVES AS EACH NEWLY AUTHORIZED CARRIER'S SECTION 214 CERTIFICATE. It contains general and specific conditions, which are set forth below. Newly authorized carriers should carefully review the terms and conditions of their authorizations. Failure to comply with general or specific conditions of an authorization, or with other relevant Commission rules and policies, could result in fines and forfeitures. Petitions for reconsideration under Section 1.106 or applications for review under Section 1.115 of the Commission's rules in regard to the grant of any of these applications may be filed within thirty days of this public notice (see Section 1.4(b)(2)). An updated version of Sections 63.09–.25 of the rules, and other related sections, is available at http://www.fcc.gov/ib/pd/pf/telecomrules.html. For additional information, please contact the FCC Reference and Information Center, Room CY-A257, 445 12th Street SW, Washington, D.C. 20554, (202) 418-0270. Page 1 of 8

ISP-PDR-20131126-00010 E Great American Broadband, Inc. Petition for Declaratory Ruling Grant of Authority Date of Action: 11/26/2014 Great American Broadband, Inc. (GAB or "Petitioner") requests a declaratory ruling permitting Pearl Capital Holdings LLC (Pearl Capital), a Delaware limited liability company that is ultimately beneficially owned and controlled by a foreign citizen, to hold a non-controlling ownership interest in GAB in excess of the 20 percent limit in section 310(b)(3) of the Communications Act of 1934, as amended (the "Act"). GAB filed its Petition pursuant to the Commission's section 310(b)(3) forbearance policy, adopted in IB Docket No. 11-133 and codified in section 1.990(a)(2) of the Commission's rules, 47 C.F.R. § 1.990(a)(2). See Review of Foreign Ownership Policies for Common Carrier and Aeronautical Radio Licensees under Section 310(b)(4) of the Communications Act of 1934, as Amended, First Report and Order, FCC 12-93, 27 FCC Rcd 9832 (2012); Second Report and Order, FCC 13-50, 28 FCC Rcd 5741 (2013) (codifying section 310(b)(3) forbearance policy adopted in the First Report and Order) ("Foreign Ownership Second Report and Order"). GAB states that it issued a 39.3 percent capital stock (equity and voting) interest to Pearl Capital in 2011 without prior Commission approval and is filing the Petition to rectify the oversight. GAB asserts that grant of the Petition will facilitate the sale of its three common carrier wireless licenses that are subject to the foreign ownership restrictions of section 310(b)(3) and that, upon consummation, GAB will no longer hold licenses subject to section 310(b)(3). See ULS File No. 0005744542. According to the Petition, GAB has not operated as a common carrier or constructed the facilities authorized by the subject 700 MHz Service licenses. Petitioner explains that, on May 29, 2008, Pearl Capital agreed to lend GAB $1 million pursuant to a Loan Agreement and Convertible Promissory Note (Note) and that the funds were used almost exclusively to help fund the operations of GAB's fixed wireless broadband business in Indiana. According to the Petition, the sole member of Pearl Capital is the Amethyst Trust, which is a U.S domestic trust. The administrative trustee is J.P. Morgan Trust Company and the investment trustee and sole beneficiary is Mr. Iftikhar Shirazi. Mr. Shirazi is a citizen of Pakistan, and resides in New Jersey. Petitioner states that, other than Mr. Shirazi, all of GAB's owners are U.S. citizens. Petitioner further explains that, on March 31, 2011, GAB and Pearl Capital agreed that the Note would convert into 39.3 percent of the stock of GAB. All other shares of GAB continued to be held by U.S. citizens, including Mr. Robert L. Schmidt, GAB's largest shareholder (43.02% equity and voting interest), Chairman and Chief Executive Officer. GAB states that, at that time, GAB overlooked that it still held the 700 MHz licenses because it no longer had any intention to use the licenses in its business and GAB never provided common carrier service. GAB states that it discovered its omissions in preparing for the sale of the licenses to AT&T, Inc. GAB requests that the Commission issue a declaratory ruling that permitting Pearl Capital, as indirectly owned and controlled by Mr. Shirazi, to hold its 39.3 percent ownership interest in GAB is consistent with the public interest. The Commission coordinates all petitions for declaratory ruling with relevant Executive Branch agencies and accords deference to the agencies' views on matters related to national security, law enforcement, foreign policy and trade policy that may be raised by the foreign ownership proposed in the petition. See Rules and Policies on Foreign Participation in the U.S. Telecommunications Market; Market Entry and Regulation of Foreign-Affiliated Entities, IB Docket Nos. 97-142 and 95-22, Report and Order and Order on Reconsideration, FCC 97-398, 12 FCC Rcd 23891, 23919-21, paras. 61-66 (1997) (Foreign Participation Order), Order on Reconsideration, FCC 00-339, 15 FCC Rcd 18158 (2000); see also Foreign Ownership Second Report and Order, 28 FCC Rcd at 5745-46, para. 5. On January 29, 2014, the Department of Justice, including the Federal Bureau of Investigation, with concurrence of the Department of Homeland Security (collectively, the Executive Branch agencies), filed a Petition to Adopt Conditions to Authorizations and Licenses (DOJ Petition). The Executive Branch agencies state that they have no objection to grant of the declaratory ruling if it is conditioned upon GAB assigning the wireless licenses at issue to AT&T within 60 days. The Executive Branch agencies state further that if the transaction does not occur within that time frame they would require an opportunity to review the petition for national security, law enforcement and public interest concerns. (A copy of the DOJ Petition is publicly available and may be viewed on the FCC web-site through the International Bureau Filing System (IBFS) by searching for ISP-PDR-20131126-00010 and accessing "Other filings related to this application" from the Document Viewing Area.) We grant the Petition to Adopt Conditions to Authorizations and Licenses filed by the Executive Branch agencies. Pursuant to the rules and policies established by the Commission's Foreign Ownership Second Report and Order, 28 FCC Rcd 5741, we find that the public interest would be served by the conditional grant of the request to allow foreign ownership of GAB in excess of the 20 percent benchmark in section 310(b)(3) of the Act. This ruling permits aggregate foreign ownership of GAB held through Pearl Capital, which has a non-controlling interest in GAB, to exceed 20 percent of its equity and/or voting interests, subject to the terms and conditions set forth in section 1.994 of the Commission's rules, 47 C.F.R. § 1.994, including the requirement to obtain Commission approval before its foreign ownership exceeds the terms and conditions of this ruling. Specifically, this ruling permits Pearl Capital, as indirectly controlled by Mr. Shirazi, a citizen of Pakistan, to hold a 39.3 percent non-controlling interest in GAB. We condition this ruling on the assignment of the wireless licenses at issue to AT&T no later than January 27, 2015 (60 days from issuance of this ruling), as requested by the Executive Branch agencies. Specifically, GAB shall notify the International Bureau within 5 days of the consummation of the assignment of the wireless licenses at issue to AT&T or of a decision not to consummate the assignment, but in any event no later than February 2, 2015. In the event that the licenses are not assigned to AT&T by January 27, 2015, GAB shall file an updated petition for declaratory ruling no later than February 13, 2015. We will coordinate that updated petition for declaratory ruling with the Executive Branch agencies for national security, law enforcement, foreign policy and trade policy concerns that may be raised by the foreign ownership proposed in the petition. We may condition the grant of the updated petition for declaratory ruling as appropriate. On November 21, 2014, the Enforcement Bureau released an Order adopting a Consent Decree between the Enforcement Bureau and GAB. The Consent Decree resolves and terminates the Enforcement Bureau's investigation into possible violations of section 310(b)(3) and Commission rules. Great American Broadband, Inc., Consent Decree, EB-IHD-14-00014314, DA 14-1461 (Enf. Bur. rel. Nov. 21, 2014). The Consent Decree includes Compliance Plan and Reporting Obligations if GAB does not consummate the sale of the wireless licenses at issue with AT&T. See id. at para. 18. GAB has an affirmative duty to monitor its foreign equity and voting interests, calculate these interests consistent the attribution principles enunciated by the Commission, including the standards and criteria set forth in sections 1.992 through 1.993 of the Commission's rules, 47 C.F.R. §§ 1.992-1.993, and otherwise ensure continuing compliance with the provisions of section 310(b) of the Act. Page 2 of 8

C.F.R. §§ 1.992-1.993, and otherwise ensure continuing compliance with the provisions of section 310(b) of the Act. This declaratory ruling is without prejudice to the Commission's action on any other related pending application(s). ISP-PDR-20131213-00012 E Telecom North America Mobile, Inc. Petition for Declaratory Ruling Grant of Authority Date of Action: 11/19/2014 Telecom North America Mobile, Inc. (TNA-Mobile or "Petitioner") requests that the Commission extend its declaratory ruling under section 310(b)(4) of the Communications Act of 1934, as amended (the "Act"). Petitioner filed the instant petition in connection with a spectrum manager leasing arrangement for a portion of a cellular radio authorization covering rural areas of Nevada (ULS File No. 0005459553). TNA-Mobile and its 100 percent parent company, Telecom North America, Inc. (TNA), are both organized in Nevada. According to the Petition, TNA is currently owned as follows: 37.505% by Mr. Johannes Gottschalk, a German citizen and permanent U.S. resident, 37.05% by Mr. Herve R. Andrieu, a French citizen and permanent U.S. resident, and 24.99% by Knowroaming Ltd. (KRL), a Canadian corporation. KRL, in turn, is owned as follows: 25% by Gregory Gundelfinger (a dual citizen of Germany and South Africa, and a permanent resident of Canada); 25% by Mathew Stein (a citizen of South Africa and a permanent resident of Canada); and 50% by Carlyle, Kft. (Carlyle), a Hungarian corporation. Carlyle is a wholly-owned direct subsidiary of Ki Unlimited, a British Virgin Islands corporation which is, in turn, wholly owned by Ki Corporation Limited, a Jersey (Channel Islands) corporation (Ki). (See IBFS File No. ISP-PDR-20140502-00002 for a description of Ki's ownership). Petitioner notes that it has previously sought and obtained a section 310(b)(4) ruling pursuant to the rules and policies established in the Commission's Foreign Participation Order, 12 FCC Rcd 23891 (1997), Order on Reconsideration, 15 FCC Rcd 18158 (2000). That ruling approved the foreign ownership of TNA in excess of the 25 percent benchmark in section 310(b)(4) by Mr. Gottschalk and Mr. Herve R. Andrieu. See International Authorizations Granted, ISP-PDR-20090820-00007, Public Notice, DA 11-259, 26 FCC Rcd 1359, 1362 (Int'l Bur. 2011) (permitting Mr. Gottschalk and Mr. Andrieu to each have a 50 percent ownership interest in TNA, subject to TNA's compliance with the commitments and undertakings contained in its January 11, 2001 letter to the U.S. Department of Justice). Pursuant to the rules and policies established by the Commission's Foreign Ownership Second Report and Order, FCC 13-50, 28 FCC Rcd 5741 (2013), we find that the public interest would be served by extending TNA-Mobile's existing foreign ownership ruling to cover the service areas for which it has filed a spectrum manager leasing arrangement in ULS File No. 0005459553. (TNA has also filed a petition for declaratory ruling, IBFS File No. ISP-PDR-20140502-00002, in connection with its application for consent to transfer to KRL a 50 percent (negative) controlling interest in TNA and, in turn, in TNA-Mobile. In addition to the spectrum manager leasing arrangement in Nevada described above, TNA-Mobile holds a Personal Communications Service (PCS) license covering Cedar County, Missouri (ULS File No. 0006265860). The ruling in ISP-PDR-20140502-00002 considers the proposed foreign ownership for both of those spectrum holdings.) We grant the Petition to Adopt Conditions to Authorizations and Licenses (Petition to Adopt Conditions) filed in this proceeding on November 19, 2014, by the U.S. Department of Justice. Accordingly, we condition grant of the petition for declaratory ruling on TNA abiding by its commitments and undertakings contained in the November 13, 2014 letter from Jean Gottschalk, President, Telecom North America, Inc., to Mr. John Carlin, Assistant Attorney General, National Security Division, U.S. Department of Justice (November 13, 2014 Letter). A failure to comply and/or remain in compliance with any of these commitments and undertakings shall constitute a failure to meet a condition of this ruling and thus grounds for declaring the underlying licenses terminated without further action on the part of the Commission. Failure to meet a condition of the licenses may also result in monetary sanctions or other enforcement action by the Commission. The Petition to Adopt Conditions and the November 13, 2014 Letter are publicly available in the record of this proceeding and may be viewed on the FCC's website through the International Bureau Filing System (IBFS) by searching for ISP-PDR-20131213-00012 and accessing "Other filings related to this application" from the Document Viewing Area. TNA-Mobile has an affirmative duty to monitor its foreign equity and voting interests, calculate these interests consistent the attribution principles enunciated by the Commission, including the standards and criteria set forth in sections 1.992 through 1.993 of the Commission's rules, 47 C.F.R. §§ 1.992-1.993, and otherwise ensure continuing compliance with the provisions of section 310(b) of the Act. Grant of this declaratory ruling is without prejudice to the Commission's action on any other related pending application(s). Page 3 of 8

ISP-PDR-20140502-00002 E Telecom North America Inc. Petition for Declaratory Ruling Grant of Authority Date of Action: 11/19/2014 Telecom North America, Inc. (TNA or "Petitioner") requests a declaratory ruling under section 310(b)(4) of the Communications Act of 1934, as amended (the "Act"), that the proposed 50 percent foreign ownership of TNA by Knowroaming Ltd. (KRL), a Canadian corporation, comports with the public interest. TNA wholly owns and controls Telecom North America Mobile, Inc. (TNA-Mobile), a common carrier wireless licensee. TNA and TNA-Mobile are both organized in Nevada. TNA has filed the instant petition in connection with its application for consent to transfer to KRL a 50 percent (negative) controlling interest in TNA-Mobile's Personal Communications Service (PCS) license covering Cedar County, Missouri (ULS File No. 0006265860). TNA-Mobile also has pending an application for consent to a spectrum manager leasing arrangement for a portion of a cellular radio license covering rural areas of Nevada (ULS File No. 0005459553), and a companion section 310(b)(4) petition that seeks approval for the new geographic service area in Nevada that would be covered by the leased spectrum (File No. ISP-PDR-20131213-00012). TNA requests that we consider both petitions for declaratory ruling concurrently. Petitioner notes that it has previously sought and obtained a section 310(b)(4) ruling pursuant to the rules and policies established in the Commission's Foreign Participation Order, 12 FCC Rcd 23891 (1997), Order on Reconsideration, 15 FCC Rcd 18158 (2000). That ruling approved the foreign ownership of TNA in excess of the 25 percent benchmark in section 310(b)(4) by Mr. Johannes Gottschalk, a German citizen and permanent U.S. resident and Mr. Herve R. Andrieu, a French citizen and permanent U.S. resident. See International Authorizations Granted, ISP-PDR-20090820-00007, Public Notice, DA 11-259, 26 FCC Rcd 1359, 1362 (Int'l Bur. 2011) (permitting Mr. Gottschalk and Mr. Andrieu to each have a 50 percent ownership interest in TNA, subject to TNA's compliance with the commitments and undertakings contained in its January 11, 2001 letter to the U.S. Department of Justice). According to the Petition, TNA is currently owned as follows: 37.505% by Mr. Gottschalk; 37.505% by Mr. Andrieu; and 24.99% by KRL. Petitioner states that, upon consummation of the proposed transaction, TNA would be owned as follows: 25% by Mr. Gottschalk; 25% by Mr. Andrieu; and 50% by KRL. KRL, in turn, is owned as follows: 25% by Gregory Gundelfinger (a dual citizen of Germany and South Africa, and a permanent resident of Canada); 25% by Mathew Stein (a citizen of South Africa and a permanent resident of Canada); and 50% by Carlyle, Kft. (Carlyle), a Hungarian corporation. Carlyle is a wholly-owned direct subsidiary of Ki Unlimited, a British Virgin Islands corporation which is, in turn, wholly owned by Ki Corporation Limited, a Jersey (Channel Islands) corporation (Ki). Petitioner states that the economic interests in Ki are held in the form of Class A shares, which have no voting rights. The Class A shares are registered in the name of Eurona Foundation (Eurona-1), a Liechtenstein foundation, as nominee for four companies organized in the British Virgin Islands, each of which beneficially owns 25 percent of Ki's Class A shares: Lyndhurst Holdings & Investment Limited; Parktown Investment Holdings Limited; Wendywood Investment Holdings Limited; and Kirsh Foundation Holdings Limited (collectively, the "BVI Companies"). Each of the BVI Companies is owned by a trust established in the British Virgin Islands by Mr. Nathan Kirsh (a citizen of Swaziland and a U.K. foreign national): the Philip Trust; Linda Trust; Wendy Trust; and Nathan Kirsh Foundation (collectively, the "BVI Trusts"). held indirectly in equal shares (25% each) by four trusts established in the British Virgin Islands for the benefit of his wife; three of Mr. Kirsh's children (one of which is a U.K. citizen); their remoter issue; and various charities. Mr. Kirsh is not a beneficiary of any of the BVI Trusts. The Guardian Trust Company (British Virgin Islands) administers the trusts, subject to certain veto powers regarding distributions and other payments to beneficiaries held by the trusts' protector, Eurona II Foundation (Eurona-2), a Liechtenstein foundation. Petitioner states that the voting interests in Ki are held in the form of Class B shares. All of Ki's Class B shares are held by Eurona-2, which, through these shares, controls Ki. Except as to its position as protector of the BVI Trusts, Eurona-2 acts by majority vote of its entire six-person board; this includes voting the Class B shares that Eurona-2 holds in Ki. The board of Eurona-2 consists of the three Kirsch children that are among the trust beneficiaries (the "Class A" board members) and Interstock Anstalt, a Liechtenstein anstalt controlled by Prince Michael of Liechtenstein, acting in his capacity as a private individual, Mr. Ron Sandler, a citizen of Germany, and Bradley Fried, a U.K. citizen (the "Class B" board members). The powers that Eurona-2 holds as protector of the BVI Trusts is exercised exclusively by majority vote among the Class B board members. Each board member of Eurona-2 holds the power to appoint his/her/its successor, except that neither Mr. Kirsh nor any spouse or descendant of Mr. Kirsh (collectively, a "Relative") or any employee of or entity controlled by any Relative, is eligible to be a Class B board member. Pursuant to the rules and policies established by the Commission's Foreign Ownership Second Report and Order, FCC 13-50, 28 FCC Rcd 5741 (2013), we find that the public interest would not be served by prohibiting foreign ownership of TNA-Mobile in excess of the 25 percent benchmark in section 310(b)(4) of the Act. Specifically, this ruling permits aggregate foreign ownership of TNA-Mobile's controlling U.S. parent company, TNA, to exceed, directly and/or indirectly, 25 percent of its equity and/or voting interests, subject to the terms and conditions set forth in section 1.994 of the Commission's rules, 47 C.F.R. § 1.994, including the requirement to obtain Commission approval before TNA-Mobile's foreign ownership exceeds the terms and conditions of this ruling. In addition, this ruling specifically permits the foreign individuals and entities named above to hold equity and/or voting interests in TNA up to and including the amounts specified above, including the proposed 50 percent foreign ownership of TNA by Knowroaming Ltd. (KRL), a Canadian corporation. We grant the Petition to Adopt Conditions to Authorizations and Licenses (Petition to Adopt Conditions) filed in this proceeding on November 19, 2014, by the U.S. Department of Justice. Accordingly, we condition grant of the petition for declaratory ruling on TNA abiding by its commitments and undertakings contained in the November 13, 2014 letter from Jean Gottschalk, President, Telecom North America, Inc., to Mr. John Carlin, Assistant Attorney General, National Security Division, U.S. Department of Justice (November 13, 2014 Letter). A failure to comply and/or remain in compliance with any of these commitments and undertakings shall constitute a failure to meet a condition of this ruling and thus grounds for declaring the underlying licenses terminated without further action on the part of the Commission. Failure to meet a condition of the licenses may also result in monetary sanctions or other enforcement action by the Commission. The Petition to Adopt Conditions and the November 13, 2014 Letter are publicly available in the record of this proceeding and may be viewed on the FCC's website through the International Bureau Filing System (IBFS) by searching for ISP-PDR-20140502-00002 and accessing "Other filings related to this application" from the Document Viewing Area. TNA-Mobile has an affirmative duty to monitor its foreign equity and voting interests, calculate these interests consistent the attribution principles enunciated by the Commission, including the standards and criteria set forth in sections 1.992 through 1.993 of the Commission's Page 4 of 8

principles enunciated by the Commission, including the standards and criteria set forth in sections 1.992 through 1.993 of the Commission's rules, 47 C.F.R. §§ 1.992-1.993, and otherwise ensure continuing compliance with the provisions of section 310(b) of the Act. Grant of this declaratory ruling is without prejudice to the Commission's action on any other related pending application(s). ITC-214-20140520-00289 E Vomoz Communications, Inc. International Telecommunications Certificate Service(s): Global or Limited Global Resale Service Grant of Authority Date of Action: 11/21/2014 Application for authority to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. § 63.18(e)(2). ITC-214-20140619-00288 E Origin Networks, LLC International Telecommunications Certificate Service(s): Global or Limited Global Resale Service Grant of Authority Date of Action: 11/21/2014 Application for authority to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. § 63.18(e)(2). ITC-214-20141103-00290 E UVNV, Inc. International Telecommunications Certificate Service(s): Global or Limited Global Resale Service Grant of Authority Date of Action: 11/21/2014 Application for authority to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. § 63.18(e)(2). ITC-214-20141103-00292 E BA Telecom, Inc. International Telecommunications Certificate Service(s): Global or Limited Global Resale Service Grant of Authority Date of Action: 11/21/2014 Application for authority to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. § 63.18(e)(2). ITC-ASG-20141030-00284 E St. John Cooperative Telephone & Telegraph Co Assignment Grant of Authority Date of Action: 11/26/2014 Current Licensee: Coin Telecom, Inc FROM: Coin Telecom, Inc TO: St. John Cooperative Telephone & Telegraph Co Notification filed October 30, 2014, of the pro forma assignment of international section 214 authorization, ITC-214-20000315-00169, from Coin Telecom, Inc. (Coin Telecom) to St. John Cooperative Telephone & Telegraph Co. (St. John), effective August 11, 2014. Coin Telecom was merged into St. John, its 100 percent parent, with St. John being the surviving entity. Page 5 of 8

ITC-T/C-20140507-00148 E Telecom North America Inc. Transfer of Control Grant of Authority Date of Action: 11/19/2014 Current Licensee: Telecom North America Inc. FROM: Telecom North America Inc. TO: Knowroaming, Ltd. Application for consent to the transfer of control of international section 214 authorization, ITC-214-2003103100499, held by Telecom North America Inc. (TNA), a Nevada corporation, to Knowroaming Ltd. (KRL). According to the application, TNA is currently owned as follows: 37.505% by Mr. Johannes Gottschalk, a German citizen and permanent U.S. resident; 37.505% by Mr. Herve R. Andrieu, a French citizen and permanent U.S. resident; and 24.99% by KRL, a Canadian corporation. TNA states that, in the proposed transaction, TNA would issue new shares to KRL in return for a capital infusion into the company, which would dilute the interests of Messrs. Gottschalk and Andrieu and result in the following post-transaction ownership percentages: 25% by Mr. Gottschalk; 25% by Mr. Andrieu; and 50% by KRL. According to TNA, following the transaction, no single individual or entity will have positive control of TNA. The Application states that KRL is owned as follows: 25% by Gregory Gundelfinger (a dual citizen of Germany and South Africa, and a permanent resident of Canada); 25% by Mathew Stein (a citizen of South Africa and a permanent resident of Canada); and 50% by Carlyle, Kft. (Carlyle), a Hungarian corporation. Carlyle is a wholly-owned direct subsidiary of Ki Unlimited, a British Virgin Islands corporation which is, in turn, wholly owned by Ki Corporation Limited, a Jersey (Channel Islands) corporation (Ki). According to TNA, the economic interests in Ki are held in the form of Class A shares, which have no voting rights. The Class A shares are registered in the name of Eurona Foundation (Eurona-1), a Liechtenstein foundation, as nominee for four companies organized in the British Virgin Islands, each of which beneficially owns 25 percent of Ki's Class A shares: Lyndhurst Holdings & Investment Limited; Parktown Investment Holdings Limited; Wendywood Investment Holdings Limited; and Kirsh Foundation Holdings Limited (collectively, the "BVI Companies"). Each of the BVI Companies is owned by a trust established in the British Virgin Islands by Mr. Nathan Kirsh (a citizen of Swaziland and a U.K. foreign national): the Philip Trust; Linda Trust; Wendy Trust; and Nathan Kirsh Foundation (collectively, the "BVI Trusts"). held indirectly in equal shares (25% each) by four trusts established in the British Virgin Islands for the benefit of his wife; three of Mr. Kirsh's children (one of which is a U.K. citizen); their remoter issue; and various charities. Mr. Kirsh is not a beneficiary of any of the BVI Trusts. The Guardian Trust Company (British Virgin Islands) administers the trusts, subject to certain veto powers regarding distributions and other payments to beneficiaries held by the trusts' protector, Eurona II Foundation (Eurona-2), a Liechtenstein foundation. The voting interests in Ki are held in the form of Class B shares. All of Ki's Class B shares are held by Eurona-2, which, through these shares, controls Ki. Except as to its position as protector of the BVI Trusts, Eurona-2 acts by majority vote of its entire six-person board; this includes voting the Class B shares that Eurona-2 holds in Ki. The board of Eurona-2 consists of the three Kirsch children that are among the trust beneficiaries (the "Class A" board members) and Interstock Anstalt, a Liechtenstein anstalt controlled by Prince Michael of Liechtenstein, acting in his capacity as a private individual, Mr. Ron Sandler, a citizen of Germany, and Bradley Fried, a U.K. citizen (the "Class B" board members). The powers that Eurona-2 holds as protector of the BVI Trusts is exercised exclusively by majority vote among the Class B board members. Each board member of Eurona-2 holds the power to appoint his/her/its successor, except that neither Mr. Kirsh nor any spouse or descendant of Mr. Kirsh (collectively, a "Relative") or any employee of or entity controlled by any Relative, is eligible to be a Class B board member. We grant the Petition to Adopt Conditions to Authorizations and Licenses (Petition to Adopt Conditions) filed in this proceeding on November 19, 2014, by the U.S. Department of Justice. Accordingly, we condition grant of the Application on TNA abiding by its commitments and undertakings contained in the November 13, 2014 letter from Jean Gottschalk, President, Telecom North America, Inc., to Mr. John Carlin, Assistant Attorney General, National Security Division, U.S. Department of Justice (November 13, 2014 Letter). A failure to comply and/or remain in compliance with any of these commitments and undertakings shall constitute a failure to meet a condition of the underlying international 214 authorization and thus grounds for declaring the authorization terminated without further action on the part of the Commission. Failure to meet a condition of the authorization may also result in monetary sanctions or other enforcement action by the Commission. The Petition to Adopt Conditions and the November 13, 2014 Letter are publicly available in the record of this proceeding and may be viewed on the FCC's website through the International Bureau Filing System (IBFS) by searching for ITC-T/C-20140507-00148 and accessing "Other filings related to this application" from the Document Viewing Area. Grant of this Application is without prejudice to the Commission's action on any other related pending application(s). SURRENDER ITC-214-19940215-00074 AMI Communications, Inc. By letter filed November 13, 2014, Applicant notified the Commission of the Surrender of its international section 214 authorization. ITC-214-20030423-00200 Netting Softphone Consulting, Corp. By letter filed November 5, 2014, Applicant notified the Commission of the Surrender of its international section 214 authorization. Page 6 of 8

CONDITIONS APPLICABLE TO INTERNATIONAL SECTION 214 AUTHORIZATIONS (1) These authorizations are subject to the Exclusion List for International Section 214 Authorizations, which identifies restrictions on providing service to particular countries or using particular facilities. The most recent Exclusion List is at the end of this Public Notice. The list applies to all U.S. international carriers, including those that have previously received global or limited global Section 214 authority, whether by Public Notice or specific written order. Carriers are advised that the attached Exclusion List is subject to amendment at any time pursuant to the procedures set forth in Streamlining the International Section 214 Authorization Process and Tariff Requirements, IB Docket No. 95-118, 11 FCC Rcd 12884 (1996), para. 18. A copy of the current Exclusion List will be maintained in the FCC Reference and Information Center and will be available at http://www.fcc.gov/ib/pd/pf/telecomrules.html#exclusionlist. It also will be attached to each Public Notice that grants international Section 214 authority. (2) The export of telecommunications services and related payments to countries that are subject to economic sanctions may be restricted. For information concerning current restrictions, call the Office of Foreign Assets Control, U.S. Department of the Treasury, (202) 622-2520. (3) Carriers shall comply with the requirements of Section 63.11 of the Commission's rules, which requires notification by, and in certain circumstances prior notification by, U.S. carriers acquiring an affiliation with foreign carriers. A carrier that acquires an affiliation with a foreign carrier will be subject to possible reclassification as a dominant carrier on an affiliated route pursuant to the provisions of Section 63.10 of the rules. (4) A carrier may provide switched services over its authorized resold private lines in the circumstances specified in Section 63.23(d) of the rules, 47 C.F. R. § 63.23(d). (5) Carriers shall comply with the "No Special Concessions" rule, Section 63.14, 47 C.F.R. § 63.14. (6) Carriers regulated as dominant for the provision of a particular communications service on a particular route for any reason other than a foreign carrier affiliation under Section 63.10 of the rules shall file tariffs pursuant to Section 203 of the Communications Act, as amended, 47 U.S.C. § 203, and Part 61 of the Commission's Rules, 47 C.F.R. Part 61. Carriers shall not otherwise file tariffs except as permitted by Section 61.19 of the rules, 47 C.F.R. § 61.19. Except as specified in Section 20.15 with respect to commercial mobile radio service providers, carriers regulated as non-dominant, as defined in Section 61.3, and providing detariffed international services pursuant to Section 61.19, must comply with all applicable public disclosure and maintenance of information requirements in Sections 42.10 and 42.11. (7) Carriers shall file the annual reports of overseas telecommunications traffic required by Section 43.61(a). (8) Carriers shall file annual reports of circuit status required by Section 43.82. This requirement applies to facilities-based carriers and private line resellers, respectively. See also http:www.fcc.gov/ib/pd/pf/csmanual.html. (9) Carriers should consult Section 63.19 of the rules when contemplating a discontinuance, reduction or impairment of service. (10) If any carrier is reselling service obtained pursuant to a contract with another carrier, the services obtained by contract shall be made generally available by the underlying carrier to similarly situated customers at the same terms, conditions and rates. 47 U.S.C. § 203. (11) To the extent the applicant is, or is affiliated with, an incumbent independent local exchange carrier, as those terms are defined in Section 64.1902 of the rules, it shall provide the authorized services in compliance with the requirements of Section 64.1903. (12) Except as otherwise ordered by the Commission, a carrier authorized here to provide facilities-based service that (i) is classified as dominant under Section 63.10 of the rules for the provision of such service on a particular route and (ii) is affiliated with a carrier that collects settlement payments for terminating U.S. international switched traffic at the foreign end of that route may not provide facilities-based switched service on that route unless the current rates the affiliate charges U.S. international carriers to terminate traffic are at or below the Commission's relevant benchmark adopted in International Settlement Rates, IB Docket No. 96-261, Report and Order, 12 FCC Rcd 19806 (1997). See also Report and Order on Reconsideration and Order Lifting Stay in IB Docket No. 96-261, FCC 99-124 (rel. June 11, 1999). For the purposes of this rule, "affiliated" and "foreign carrier" are defined in Section 63.09. (13) Carriers shall comply with the Communications Assistance for Law Enforcement Act (CALEA), see 47 C.F.R. §§ 1.20000 et seq. Page 7 of 8

1.20000 et seq. Exclusion List for International Section 214 Authorizations The following is a list of countries and facilities not covered by grant of global Section 214 authority under Section 63.18(e)(1) of the Commission's Rules, 47 C.F.R. § 63.18(e)(1). Carriers desiring to serve countries or use facilities listed as excluded hereon shall file a separate Section 214 application pursuant to Section 63.18(e)(3) of the Commission's Rules. See 47 C.F.R. § 63.22(c). Countries: Cuba (Applications for service to Cuba shall comply with the separate filing requirements of the Commission's Public Notice, DA 10-112, dated January 21, 2010, "Modification of Process to Accept Applications for Service to Cuba and Related Matters.") Facilities: All non-U.S.-licensed satellite systems that are not on the Permitted Space Station List, maintained at http://www.fcc.gov/ib/sd/se/permitted.html. This list is subject to change by the Commission when the public interest requires. A current version of this list is maintained at http://www.fcc.gov/ib/pd/pf/telecomrules.html#exclusionlist. For additional information, contact the International Bureau's Policy Division, (202) 418-1460. Page 8 of 8


Document Created: 2014-11-26 12:58:57
Document Modified: 2014-11-26 12:58:57
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