Attachment Blue Sky-ASHC-SASC F

This document pretains to SCL-STA-20120908-00010 for Special Temporal Authority on a Submarine Cable Landing filing.

IBFS_SCLSTA2012090800010_965563

FOREIGN CARRIER AFFILIATION OF AST TELECOM, LLC, D/B/A BLUE SKY COMMUNICATIONS, AMERICAN SAMOA HAWAII CABLE, LLC, AND SAMOA AMERICAN SAMOA CABLE, LLC I. INFORMATION REQUIRED BY 47 C.F.R. § 1.768: PRE-CONSUMMATION FOREIGN CARRIER AFFILIATION NOTIFICATION A. Name of the Newly-Affiliated Foreign Carrier and the Country at the Foreign End of the Cable in Which It Is Authorized to Provide Telecommunications Services to the Public or Where It Owns or Controls a Cable Landing Station1 AST Telecom, LLC, d/b/a Blue Sky Communications (“Blue Sky”), American Samoa Hawaii Cable, LLC (“ASHC”), and Samoa American Samoa Cable, LLC (“SASC,” with Blue Sky and ASHC, “Cable Landing Licensees”) propose to become affiliated with SamoaTel Limited (“SamoaTel”). SamoaTel is authorized to provide telecommunications services in the Independent State of Samoa (“Independent Samoa”) and also owns and controls the cable station at Apia, Independent Samoa, where the American Samoa Hawaii cable system (“ASH Cable”) lands. On January 21, 2011, Blue Sky entered into an agreement with the Government of Independent Samoa to acquire control of SamoaTel. Blue Sky directly owns 68 percent of a special-purpose subsidiary, Blue Sky SamoaTel Investments, Ltd. (“BSI”), which will, upon consummation, directly own 75 percent of SamoaTel’s shares outstanding. The Cable Landing Licensees have filed this notification on paper, as there is no form within the International Bureau Filing System (“IBFS”) for a foreign carrier affiliation notification made pursuant to 47 C.F.R. § 1.768.2 1 47 C.F.R. § 1.768(e)(1). 2 See id. §§ 1.768(n), 1.1000 et seq. (requiring electronic filing where forms exist within IBFS).

Foreign Carrier Affiliation Notification of AST Telecom LLC d/b/a Blue Sky Communications, American Samoa Hawaii Cable, LLC, and Samoa American Samoa Cable, LLC 15 March 2011 Page 2 of 32 B. WTO Status of Destination Country3 Independent Samoa is not a WTO Member. Although Independent Samoa has applied for WTO membership, it is currently a WTO observer.4 C. Name of the Cable System that is the Subject of the Notification, and the FCC File Numbers Under Which the License Was Granted 5 This notification is made with respect to the ASH Cable, which the Commission licensed on January 9, 2009. See FCC File No. SCL-LIC-200808l4-00016.6 D. Name, Address, Citizenship, and Principal Business of Any Person or Entity that Directly or Indirectly Owns at Least Ten (10) Percent of the Equity of Each of the Cable Landing Licensees, and the Percentage of Equity Owned by Each of Those Entities (to the Nearest One Percent)7 1. Existing Ownership of the Cable Landing Licensees a. Blue Sky Blue Sky is a wholly-owned, direct subsidiary of eLandia International, Inc. (“eLandia”), a Delaware corporation. eLandia’s address is: 8200 NW 52nd Terrace, Suite 102 Miami, Florida 33166 3 47 C.F.R. § 1.768(e)(2). 4 See World Trade Organization, Accession Status: Samoa, available at http://www.wto.org/english/thewto_e/acc_e/a1_samoa_e.htm. 5 47 C.F.R. § 1.768(e)(3). 6 See Actions Taken Under Cable Landing License Act, Public Notice, 24 FCC Rcd. 226 (2009) (“ASH Cable Landing License”). 7 47 C.F.R. § 63.11(e)(5).

Foreign Carrier Affiliation Notification of AST Telecom LLC d/b/a Blue Sky Communications, American Samoa Hawaii Cable, LLC, and Samoa American Samoa Cable, LLC 15 March 2011 Page 3 of 32 eLandia is a diversified holding company with investments in the information technology and communications sectors. eLandia is currently controlled by Pete R. Pizarro through a voting trust, described below. Mr. Pizarro is also an individual shareholder of eLandia, holding approximately 2.75 percent of the issued and outstanding common shares of eLandia. Mr. Pizarro is the Chief Executive Officer of eLandia, and is a U.S. citizen. Mr. Pizarro’s address is: c/o eLandia International, Inc. 8200 NW 52nd Terrace, Suite 102 Miami, Florida 33166 The Voting Trust was established as part of eLandia’s capital structure reorganization in February 2009. That transaction replaced Stanford International Bank Limited (“SIBL”) as the majority owner of eLandia. SIBL was issued Voting Trust Certificates in exchange for SIBL’s shares of eLandia. SIBL has become subject to a receivership imposed by the United States District Court for the Northern District of Texas in connection with a lawsuit by the Securities and Exchange Commission. The Receiver has “complete and exclusive control, possession, and custody” of “the assets, monies, securities, properties, real and personal, tangible and intangible, or whatever kind and description, wherever located” of SIBL.8 The Receiver confirmed by letter dated June 2, 2009, to Pete Pizarro that “the assets and business operations of eLandia and its subsidiaries are not part of the Receivership Estate. The Voting Trust Certificates are, however, 8 See Amended Order Appointing Receiver, Securities and Exchange Commission v. Stanford Int’l Bank, Ltd., Case No. 3-09-cv-0298-N (N.D. Tex Mar. 12, 2009.), ¶¶ 1, 4.

Foreign Carrier Affiliation Notification of AST Telecom LLC d/b/a Blue Sky Communications, American Samoa Hawaii Cable, LLC, and Samoa American Samoa Cable, LLC 15 March 2011 Page 4 of 32 a part of the Receivership Estate.”9 The Voting Trust now holds 44.75 percent of the common stock of eLandia, and also holds non-voting preferred stock of eLandia. Under the Voting Trust, Mr. Pizarro is given discretion to vote the eLandia common stock held by the Voting Trust on most matters (and the Voting Trust Agreement sets forth voting requirements on the other matters). Because Mr. Pizarro individually also owns 2.75 percent of the outstanding common stock of eLandia, Mr. Pizarro now exercises the right to vote 47.50 percent of the voting shares of eLandia, and has control of eLandia pursuant to the Communications Act of 1934, as amended, and the Commission’s rules and regulations.10 The Voting Trust agreement provides that Mr. Pizarro, as trustee, has both the “duty” and “the full power and authority” to vote the shares in the Voting Trust as in the judgment of the trustee may be for the best interest of eLandia “at all meetings of the stockholders” of eLandia and “all actions to be taken by written consent of the stockholders” on any and all matters and questions which may be brought before such meetings, including “in the election of directors.”11 The only limitation imposed by the Voting Trust on Mr. Pizarro’s voting power is a requirement that Mr. Pizarro vote the shares in trust in the same proportion as the holders of the remaining outstanding shares of common stock present and voting at any meeting of the stockholders with 9 See Letter from Ralph S. Janvey, Receiver, to Pete R. Pizarro, CEO, eLandia International, Inc. (June 2, 2009) (emphasis added), filed as attachment to SEC Form 8-K filed by eLandia International, Inc. (June 3, 2009). 10 See Stratos Global Corporation, Transferor, Robert M. Franklin, Transferee, Consolidated Application for Consent to Transfer of Control, Memorandum Opinion and Order and Declaratory Ruling, 22 FCC Rcd. 21,328 (Dec. 7, 2007) (holding that trustee with the power to vote shares is deemed to control shares in trust). 11 Voting Trust Agreement § 4.2(a).

Foreign Carrier Affiliation Notification of AST Telecom LLC d/b/a Blue Sky Communications, American Samoa Hawaii Cable, LLC, and Samoa American Samoa Cable, LLC 15 March 2011 Page 5 of 32 respect to the sale of eLandia whether by merger, consolidation, sale of all or substantially all the assets, or other similar transaction and with respect to certain increases to the amount of shares issuable pursuant to a stock option or other equity plan.12 Because Mr. Pizarro possesses voting control of the shares deposited by SIBL in the Voting Trust, he is deemed to control those shares.13 Following the consummation of the Proposed Acquisition (described below), Mr. Pizarro will individually own and control 0.42 percent of the voting stock of eLandia. b. ASHC The American Samoa Government (“ASG”) owns 33.33 percent of the member interests in ASHC. The ASG governs American Samoa, an unincorporated and unorganized territory of the United States. Although the United States Congress has given plenary authority over American Samoa to the U.S. Department of the Interior, the Secretary of the Interior has given American Samoa the authority to draft its own constitution, under which the democratically elected ASG functions through an executive branch led by the directly-elected governor and a bicameral legislature, known as the Fono. The current governor is the Honorable Togiola T.A. Tulafono, who maintains his office at the following address: Office of the Governor Executive Office Building Third Floor, Utulei Pago Pago, American Samoa 96799 12 Id. § 4.2(b). 13 Mr. Pizarro may not be terminated as trustee by SIBL. Mr. Pizarro will cease to be trustee when he ceases to be the Chief Executive Officer of eLandia, or upon his resignation, death, disability, bankruptcy, or breach of the Voting Trust. See id. § 6.1.


Document Created: 2012-08-20 10:21:18
Document Modified: 2012-08-20 10:21:18
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