Attachment +Primus SCL STA.pdf

This document pretains to SCL-STA-20090616-00020 for Special Temporal Authority on a Submarine Cable Landing filing.

IBFS_SCLSTA2009061600020_717442

Catherine Wang Danielle Burt Katie Besha Phone: 202.373.6000 Fax: 202.373.6001 catherine.wang@bingham.com danielle.burt@bingham.com katie.besha@bingham.com June 15, 2009 Via Hand Delivery Marlene H. Dortch, Secretary Office of the Secretary Federal Communications Commission c/o Natek, Inc. 236 Massachusetts Avenue, N.E. Suite 110 Washington, DC 20002 Re: Primus Telecommunications, Inc. and Primus Telecommunications Group, Incorporated, Debtor-in-Possession Request for Special Temporary Authority With Respect to Certain Submarine Cable Interests Dear Ms. Dortch: Primus Telecommunications, Inc. (“PTI” or “Licensee”) along with its ultimate parent company, Primus Telecommunications Group, Incorporated, Debtor-in-Possession (“PTGI”; together with Licensee, “Applicants”), pursuant to 47 U.S.C. §§ 34-39 and 47 C.F.R. § 63.25, respectfully request expedited Special Temporary Authority (“STA”) for a period of 60 days, or until the Commission acts on the transfer of control application filed in connection with a planned consensual financial restructuring (“Restructuring”) of PTGI under Chapter 11 of the Bankruptcy Code.1 Applicants respectfully request that the Commission grant an STA as soon as possible, but in any event not later than July 1, 2009, the date on which PTGI is scheduled to emerge from bankruptcy. As described more fully in the Application, the Licensee holds an interest in the Japan-U.S. Cable Network, FCC File No. SCL-LIC-19981117-00025. In addition, PTI 1 Applicants are filing the Application concurrent with this Request for Special Temporary Authority for the transfer of control. A/73064278.1

Marlene H. Dortch, Secretary June 15, 2009 Page 2 has international authorization pursuant to File Nos. ITC-214-19960705-00299,2 ITC- 214-19951015-00041,3 and ITC-214-19960215-00015,4 as well as the authorizations consolidated under File Nos. ITC-97-638-TC and ITC-98-202-TC.5 PTGI does not hold any FCC authorization nor does it provide any telecommunications service. On March 16, 2009, PTGI and certain of its non-operating holding company affiliates (not including Licensee) filed petitions with the United States Bankruptcy Court for the District of Delaware (“Bankruptcy Court”), to reorganize under Chapter 11 (hereinafter, PTGI and the other Debtors will be referred to as the “Debtors”).6 The Debtors, along with certain secured creditors and note holders, have agreed on a proposed Plan of Reorganization (“Plan”), which, among other things, provides that (1) the common stock now held by the equity holders of PTGI will be extinguished as of the effective date of the Plan and (2) certain note holders will receive substantially all the new common stock of the reorganized PTGI in exchange for releasing their claims. Currently, the equity ownership of PTGI (and, indirectly, of Licensee) is widely held such that no entity wields legal, majority control or exercises actual working control over PTGI’s voting stock. Following consummation of the Plan, it is expected that reorganized PTGI’s equity will also be held by diverse and unaffiliated entities, such that after the Plan is consummated, no entity is expected to hold legal majority control or actual working control of PTGI’s voting stock. The proposed ownership changes to the holding company are an integral part of a series of carefully negotiated transactions among multiple parties in the context of the Bankruptcy Court proceedings. When implemented, the Plan will materially improve the capital structure and liquidity of the company to ensure that its operating subsidiaries, including the Licensee, will have access to sufficient financial resources needed to meet their 2 The old file number was ITC-96-374. 3 The old file number was ITC-95-631. 4 The old file number was ITC-96-075. 5 Applicants filed an Application for the indirect transfer of control of its 214 licensees on May 18, 2009, which has been docketed as WC Docket No. 09-75 and File Nos. ITC-T/C-20090515- 00224, ITC-T/C-20090515-00226, and ITC-T/C-20090515-00227. Additionally, PTGI and its subsidiary, Interisland Telephone Corporation (“Interisland”), submitted an application on May 19, 2009, requesting consent for the transfer of control of the wireless licenses held by Interisland. See File No. 0003840311. 6 See Primus Telecommunications Group Incorporated, et. al., Debtors, Case Nos. 09-10867 (KG) through 09-10970 (KG), U.S. Bankruptcy Court (DE filed Mar. 16, 2009). A/73064278.1

Marlene H. Dortch, Secretary June 15, 2009 Page 3 working capital, debt service and capital expenditure needs. As a result of the Restructuring, Applicants will emerge from bankruptcy as stronger companies and competitors. The Bankruptcy Court held a confirmation hearing on the proposed Plan on June 12, 2009. At that hearing, the plan was confirmed and PTGI and the other Debtors expect to emerge from Chapter 11 by July 1, 2009. The Applicants therefore request this STA so that the Debtors may promptly proceed with the Plan and emerge from bankruptcy. Failure to obtain any necessary regulatory approvals for the indirect transfer of the Applicants has the potential to disrupt implementation of the Plan, which in turn could potentially disrupt service to Licensee’s customers. Accordingly, Applicants urgently need the necessary regulatory approval for the Restructuring as soon as possible but prior to July 1, 2009. Applicants acknowledge that grant of this request will not prejudice action by the Commission on the underlying Application and that any authority granted pursuant to this request is subject to cancellation or modification upon notice but without a hearing. Should you have any questions or require further information, please do not hesitate to contact us. Respectfully submitted, /s/ Danielle Burt Catherine Wang Danielle Burt Katie Besha A/73064278.1

Verification I, John F. DePodesta, state that I am Executive Vice President of Primus Teleéommxmications Group, Incorporated, the ultimate parent ‘of Primus Telecommunications, Inc.; that the foregoing filing was prepared under my direction and supervision; and that the contents are true and correct to the best of my knowledge, information, and belie£. I declare under penalty of perjury that the foregoing istrueand correct. Executed this 15‘day ofJune, 2009. . UcJastx ohn F. DePodesta Executive Vice President — Primus Telecoremunications Group, Wl 2 n e n e e o ss T NT P T ~TAeéerpoeratedOO tC tC CT t C Bingham McCutchen LLP AfT3064278.1 bingham.com


Document Created: 2009-06-15 18:50:32
Document Modified: 2009-06-15 18:50:32
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC