Attachment Tricom SCL STA.pdf

This document pretains to SCL-STA-20100719-00016 for Special Temporal Authority on a Submarine Cable Landing filing.

IBFS_SCLSTA2010071900016_830044

THOMPSON ATLANTA CINCINNATT COLUMBUS NEW YORK mnmmmmmmmmam INE BRUSSELS CLEVELAND DAYTON WASHINGTON, D.C. sevmmenmmemmemmme July 19, 2010 Ms. Marlene H. Dortch Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 RE: Tricom USA, Inc. Request for Special Temporary Authority to Operate Pending Approval of Domestic and International Section 214 Applications and Submarine Cable Landing License Application for Transfer of Control (International and Submarine Cable Landing License STA being filed separately, electronically, with appropriate fees) Dear Ms. Dortch: Authorized carrier Tricom USA, Inc. ("Tricom USA") and its shareholders (collectively "Transferor") and AMZAK Capital Management, LLC ("AMZAK") and its shareholders (collectively "Transferee") (Transferor and Transferee together the "Parties"), hereby request Special Temporary Authority ("STA") for Tricom USA to continue to provide telecommunications services pending Commission approval of the Parties‘ domestic and international applications for Commission consent to the transfer of control of Tricom USA‘s Section 214 authorizations to Transferee ("Section 214 Transfer of Control Applications") as well as the Parties‘ application for authority to transfer control of Tricom USA‘s Submarine Cable Landing Licenses ("SCL Transfer of Control Application") (Section 214 Transfer of Control Applications and SCL Transfer of Control Application collectively "Transfer of Control Applications"), filed simultaneously herewith.‘ On April 7, 2010, the Parties consummated transactions involving the assignment of Tricom USA‘s international and domestic Section 214 authorizations ("Section 214 Assignment Applications"}" and its SCL licenses ("SCL Assignment App]ication")3 pursuant to a plan of 1 To the extent necessary, the Parties also ask that this STA cover the Parties‘ notification of the proforma assignment of international Section 214 authorizations and SCL licenses from Transferee to Broadband Investments Limited ("Broadband"), a wholly—owned subsidiary of AMZAK ("Pro Forma Notifications"). 2 See Applications for the Assignment of Domestic and International Section 214 Authorizations from Tricom USA, Inc. Debtor—in—Possession to Tricom USA, Inc. in WC Docket No.10—16, IB Dockets: ITC—ASG— 20091223—00543 and SCL—ASG—20091223—00040. The Domestic Section 214 Assignment Application was granted on February 21, 2010. See Notice ofDomestic Section 214 Authorization Granted, Public Notice, DA 10—294, 25 FCC Red 1800 (2010). The International Section 214 Assignment Application was granted on January 29, 2010. See International Authorizations Granted, Public Notice, DA 10—232, 25 FCC Red 1279 (2010). THOMPSON HINE ur 1920 N Street, NW. — www.ThompsonHine.com ATTORNEYS at Law Washington, D.C. 20036—1600 Phone 202.331.8800 Fax 202.331.8330

THomrson HINE reorganization ("Plan of Reorganization")* under the United States bankruptcy laws and in accordance with the Commission‘s consent. The exact indirect ownership of the reorganized Tricom USA could not be determined prior to the reissuance of stock pursuant to the Plan of Reorganization. Accordingly, in the Section 214 Assignment Applications and the SCL Assignment Application, the Parties provided estimates of the equity ownership percentages that would be held by each ten (10) percent or greater interest holder in Hispaniola Telecom Holdings, Ltd. ("Holding Company"), the holding company holding at least 97 percent of the ownership interests of reorganized Tricom, S.A. ("Tricom, S.A."), the direct parent company of Tricom USA. As reported in the Section 214 Assignment Applications and the SCL Assignment Application, the Parties reasonably believed that, post— consummation, AMZAK Capital Management, LLC ("AMZAK") would hold a direct ownership interest in Holding Company in excess of 18.5 percent but less than 50 percent, and that two otherinvestors, Ellis Portafolio, S.A. ("Ellis") and MAP Private Trust Company ("MAP"), would hold 10.7 percent and 13.4 percent ownership interests in Holding Company, respectively. Tricom USA‘s International Section 214 authorizations are as follows: ITC—214—19930101—00257 (Old File No. ITC—93—246); ITC—214—19960925—00468 (Old File No. ITC—96—532); ITC—214—19970421—00220 (Old File No. ITC—97—221); ITC—214—19980430—00286 (Old File No. ITC—98—342, ITC—98—342A); ITC—214—19990325—00153; ITC—MOD—19970618—00335 (Old File No. ITC—96—532—M). > See File No. SCL—ASG—20091223—00040. The SCL Assignment Application was granted by the Commission on February 17, 2010. See Actions Taken Under Cable Landing License Act, Public Notice, DA 10— 276, 25 FCC Red 1461 (2010). In 1998 and 1999 the Commission authorized Tricom USA‘s predecessor—in—interest along with several other companies, to construct and operate the Americas II Cable System {File Nos. SCL—98—003, SCL—98—003A), the Maya—1 Cable System (File No. SCL—LIC—19990325—00006) and the Pan American Cable System (File No. SCL—97— 001). See AT&T Corp. et. al, Joint Applications for a License to Land and Operate a Digital Submarine Cable System Among Florida, Puerto Rico, the U.S. Virgin Islands, Martinique, Curacao, Trinidad, Venezuela, French Guiana and Brazil, the Americas—II Cable System, Cable Landing License, 13 FCC Red 22540 (1998); A4T&T Corp. et. al, Joint Applicationsfor a License to Land and Operate a Digital Submarine Cable System Between the United States, the Cayman Islands, Columbia, Costa Rica, Honduras, Mexico and Panama, the Maya—1 Cable Network, Cable Landing License, 14 FCC Red 19456 (1999); Americatel Corp. et. al, Joint Applicationfor a License to Land and Operate a Digital Submarine Cable System Between the U.S. Virgin Islands, Chile, Peru, Ecuador, Panama, Columbia, Venezuela, and Aruba, the Pan American Cable System, Cable Landing License, 13 FCC Red 850 (1998). At the time the Commission granted the license for the Pan American Cable System, Old Tricom USA was known as Dotatel Communications, Inc. 4 Prior to the consummation of the Plan of Reorganization, all authorizations held by Tricom USA (referred to in the Section 214 Assignment Applications and SCL Assignment Application as "New Tricom USA") were previously held by Tricom USA, Inc. Debtor—in—Possession. Tricom USA, Inc., Debtor—in—Possession previously notified the Commission of the pro forma assignment of the Section 214 authorizations and SCL licenses identified herein from Tricom USA, Inc. (referred to in the Section 214 Assignment Applications and SCL Assignment Application as "Old Tricom USA") to Tricom USA, Inc. Dehtor—in—Possession. See Letter from Cheryl A. Tritt, counsel to Tricom USA, Inc. Debtor—in—Possession, to Marlene Dortch, Secretary, Federal Communications Commission ({filed March 27, 2008); Notification of the Pro Forma Assignment of International Section 214 Authorizations from Tricom USA, Inc. to Tricom USA, Inc. as Debtor—in—Possession, File No. ITC—ASG—20080327— 00158; Tricom USA, Inc., Application for the Pro Forma Assignment of Interests in Submarine Cable Landing Licenses, File No. SCL—ASG—20080328—00009.

THomrsoN HINE During the time period following the Section 214 Assignment Application and prior to the date of consummation, April 7, 2010, AMZAK acquired further unsecured claims for borrowed money against Tricom, S.A. and its subsidiaries. As a result, as of the date of consummation, AMZAK, held a 57.2 percent ownership interest in Holding Company. Ellis and MAP respectively held 12.5 percent and 19.0 percent ownership interests in Holding Company." Further, the following transactions occurred. On or about April 7, 2010, AMZAK transferred its interest in Holding Company to its wholly—owned subsidiary, Broadband. On April 15, 2010, Ellis and MAP transferred their ownership interests in Holding Company to Broadband. On or about June 7, 2010, Broadband transferred a portion of its ownership interest in Holding Company to PTY Capital Partners Ltd. ("PTY Capital Partners"), a British Virgin Islands company. As a result of these transactions, Broadband now holds a 55.9 percent ownership interest in Holding Company and PTY Capital Partners now holds a 20.5 percent ownership interest in Holding Company.6 Based on the transfer of majority control to AMZAK, and the pro forma transfer to Broadband, the Parties have filed Transfer of Control Applications, the Pro Forma Notifications and the instant STA in order to comply fully with the Commission‘s Rules. Grant of the instant STA request will serve the public interest as it will ensure no interruption of service, no inconvenience to customers, and no diminution in the availability of competitive local services. The transaction was transparent and did not result in a reduction or impairment of service to Tricom USA‘"s customers. Broadband and its affiliates have the technical, financial and managerial capabilities to ensure the continuing provision of quality service to Tricom USA‘s customers. The Parties acknowledge that grant of the requested STA will not prejudice any action the Commission may take on the Transfer of Control Applications and that, once granted, the STA may be revoked on the Commission‘s own notice, without hearing. Applicants further acknowledge that grant of an STA and the Transfer of Control Applications will not preclude enforcement action. 5 Applicants informed the Commission of these post—transfer of control ownership percentages in a consummation notice filed on May 7, 2010 via ECFS and IBFS. See Letter to Ms. Marlene Dortch, Secretary, from Michelle W. Cohen, dated May 7, 2010, WC Docket No. 10—16, IB Dockets: ITC—ASG—2009—1223—00543 and SCL— ASG—20091223—00040. . 6 Contemporary Investments Ltd. ("Contemporary Investments"), a Bahamas company, holds 100 percent of the ownership interests of PTY Capital Partners. Alberto C. Motta, Jr. and Stanley A. Motta, citizens of Panama, each hold a 50 percent ownership interest in Contemporary Investments.

THompson HINE Should there be any questions in regard hereto, please communicate with the undersigned. Respectfully submitted, Michelle Cohen


Document Created: 2010-07-19 16:24:05
Document Modified: 2010-07-19 16:24:05
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