Attachment BrasilTelecomProForm

This document pretains to SCL-T/C-20120327-00005 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2012032700005_950717

  BINGHAM

                         UJises R. Pin
                         Direct Phone: 202-373-6664
                         Direct Fax:   202-373-6001

                                                                March 27, 2012


                         VIA IBFS

                         Marlene H. Dortch, Secretary
                         Federal Communications Commission
                         Room TW-B204
                         445 12th Street, SW
                         Washington, DC 20554

                         Attention:        International Bureau, Policy Division

                                    Re:    Brasil Telecom of America, Inc., Notification of Pro Forma
                                           Transfer

                         Dear Secretary Dortch:

                                Brasil Telecom of America Inc. ("GlobeNet"), by its undersigned counsel
                         submits this Notification of Pro Forma Transfer, pursuant to Section 1.767(g)(7) of
                         the Commission's Rules, 47 C.F.R. § 1.767(g)(7).

                                GlobeNet holds the Atlantica-l cable license and owns the GlobeNet Cable
                         System, which links two cable landing stations on the East Coast of the United States
                         with cable landing stations in Bermuda, Venezuela and Brazil. The GlobeNet Cable
                         System has been licensed by the Commission. I

               Boston            By this pro forma transfer filing, GlobeNet is providing the Commission
             Hartford
                         notice of a corporate reorganization (the "Corporate Reorganization") whereby,
           Hong Kong
              London
                         GlobeNet's ultimate parent company, Telemar Participayoes S.A. ("TmarPart")
          Los Angeles    authorized its controlled companies Tele Norte Leste Participayoes S.A. ("TNL"),
             New York    Telemar Norte Leste S.A. ("TMAR"), Coari Participayoes S.A. ("Coari") and Brasil
       Orange County
                         Telecom S.A. ("BRT", together with TNL, TMAR and Coari, the "Oi Companies,,)2,
        San Francisco
        Santa Monica
                         to conduct a series of related corporate transactions to simplify the organizational
        Silicon Valley   structure of the Oi Companies.
                Tokyo
          Washington
                               In particular, the Corporate Reorganization included the simultaneous share
                         exchange of newly issued shares of Coari in exchange for currently outstanding

Bingham McCutchen LLP
      2020 K Street NW             See FCC File Nos. SCL-LIC-19990602-00010 and SCL-ASG-20030205-00004.
       Washington. DC
          20006'1806                All of the Oi Companies are companies organized under the laws of Brazil.

    T +1.202.373.6000
    r +1.202.373.6001
         bingham.com     A174853371 I


                        Marlene H. Dortch, Secretary
                        March 27, 2012
                        Page 2


                        shares issued by TMAR and the merger of both Coari and TNL into BRT. BRT,
                        which was subsequently renamed Oi S.A., now consolidates all of the current equity
                        interests of the Oi Companies, and is the only one of the Oi Companies to have its
                        shares listed on the BOVESPA market in Sao Paulo, Brazil and on the New York
                        stock exchange. 3 Pre and post transaction charts are attached hereto as Exhibit A.

                              The Corporate Reorganization was governed by Brazilian law and was
                        consummated on February 27, 2012.

                                The Corporate Reorganization greatly simplifies the corporate structure and
                        governance of the Oi Companies, by eliminating administrative and operational costs
                        and increasing liquidity for all shareholders. However, the Corporate Reorganization
                        does not and will not affect the ultimate control of GlobeNet. After consummation
                        of the Corporate Reorganization, TmarPart maintains the shareholding control of the
                        Oi Companies and its operating subsidiaries, including GlobeNet.

                               For the following reasons, the Corporate Reorganization does not constitute a
                        change of control of GlobeNet under Section 63.24 of the Commission's Rules, 47
                        C.F.R. § 63.24:

                             •     The Corporate Reorganization merely simplifies the Oi Companies'
                                   corporate structure and does not result in a de jure or de facto change of
                                   control in GlobeNet. GlobeNet will continue to be controlled by the same
                                   shareholders that currently control the Company.

                              •    The Corporate Reorganization does not involve an assignment of any license
                                   or a change in the day-to-day operations of GlobeNet.

                             •     There will be no change in the services offered to customers or the rates of
                                   GlobeNet's services, and the Corporate Reorganization is completely
                                   transparent to GlobeNet's customers.

                               As required by Sections 1.767(g)(7) and 63.24(f)(2) of the Commission's
                        Rules (47 C.F.R. §§ 1.767(g)(7) and 63.24(f)(2)), GlobeNet provides the following
                        information required by 63.18(a) through (d) and (h) of the Commission's Rules (47
                        C.F.R. § 63.18):




                        3
                                Prior to the Corporate Reorganization, each of BRT, TMAR and TNL had its shares
                        publicly traded on the BOVESPA market in Sao Paulo, Brazil and TNL also had its shares
                        traded on the New York stock exchange.


Bingham McCutchen LLP
         bingham.com    AJ74853371.1


                        Marlene H. Dortch, Secretary
                        March 27, 2012
                        Page 3


                        I.        Section 63.18(a): Name, address and telephone number of GlobeNet:

                                  Brasil Telecom of America, Inc.                    FRN        0008377665
                                  5355 Town Center Road
                                  Suite 1105
                                  Boca Raton, FL 33486
                                  (561) 314-0500

                        2.        Section 63.l8(b): GlobeNet is a Delaware corporation.

                        3.        Section 63.18(c): Correspondence concerning this filing should be sent to:

                                      Ulises R. Pin
                                      Bingham McCutchen LLP
                                      2020 K Street, N.W.
                                      Washington, DC 20006-1806
                                      (202) 373-6664 (Tel)
                                      (202) 373-6001 (Fax)
                                      u.pin@bingham.com

                        4.    Section 63.18(d): GlobeNet operates the GlobeNet Cable System (FCC File
                        Nos. SCL-LIC-19990602-00010 and SCL-ASG-20030205-00004).

                        5.      Section 63.18(h): The name, address, citizenship and principal business
                        activity of any person having a 10% or greater interest in GlobeNet is attached hereto
                        as Exhibit B.

                                Other than as previously reported to the Commission, there are no
                        interlocking officers or directors to report.

                               GlobeNet certifies that the Corporate Reorganization was pro forma and that,
                        together with all previous pro forma transactions, did not result in a change in the
                        ultimate controlling shareholders of GlobeNet.




Bingham McCutchen LLP
         bingham.com    N74853371 I


                        Marlene H. Dortch, Secretary
                        March 27, 2012
                        Page 3


                        1.         Section 63.18(a): Name, address and telephone number of GlobeNet:

                                   Brasil Telecom of America, Inc.                    FRN       0008377665
                                   5355 Town Center Road
                                   Suite 1105
                                   Boca Raton, FL 33486
                                   (561) 314-0500

                        2.         Section 63.18(b): GlobeNet is a Delaware corporation.

                        3.         Section 63.18(c): Correspondence concerning this filing should be sent to:

                                    Ulises R. Pin
                                    Bingham McCutchen LLP
                                    2020 K Street, N.W.
                                    Washington, DC 20006-1806
                                    (202) 373-6664 (Tel)
                                    (202) 373-6001 (Fax)
                                    u. pin@bingham.com

                        4.     Section 63.18(d): GlobeNet operates the GlobeNet Cable System (FCC File
                        Nos. SCL-LIC-19990602-0001 0 and SCL-ASG-20030205-0004).

                        5.      Section 63.18(h): The name, address, citizenship and principal business
                        activity of any person having a 10% or greater interest in GlobeNet is attached hereto
                        as Exhibit B.

                                Other than as previously reported to the Commission, there are no
                        interlocking officers or directors to report.

                                GlobeNet certifies that the Corporate Reorganization was pro forma and that,
                        together with all previous pro forma transactions, did not result in a change in the
                        ultimate controlling shareholders of GlobeNet.




Bingham McCutchen llP
         bingham.com    AJ7485337 I 1


                        Marlene H. Dortch, Secretary
                        March 27, 2012
                        Page 4


                              Please contact the undersigned at (202) 373-6664, if you have any questions
                        or commcnts regarding this filing.

                                                           Rcspectfully submillcd,




                                                           Counsel for Brasil Telecom of America, Inc.
                        Al1achments

                        cc:        Andre Ferreira, Esq.




Bins:ham McCUIChtn UP
         blns:ham.(om   A/?41$J111 I


                                     CERTIFICATION


         On behalf of Brasil Telecom of America, Inc., I hereby ce11ify that the foregoing Pro
Forma Transfer Notification was prepared under my direction and control. I further certify that
all statements therein are true, complete, and correct to the best of my knowledge and are made
in good faith and that the Corporate Reorganization described therein was pro forma under the
Commission's Rules. I ce11ify under penalty of peljury that the foregoing is true.


BRASIL TELECOM 0                 ElUCA,INC.



By:
Name: Erick W. Contag
Title: Chief Operating Officer
Date: March 27 11\ 2012




                      I




N74311307.3


                   Exhibit A

              Organizational Charts




N74853371.1


                                Pre-Corporate Reorganization Structure


                                                         TmarPart
                                                       (ContTOII ing
                                                       Shareholder)


                                                              I
                Public haJ'eholders                        T L
                 (BOVESPA and
                        y       ., )




                                                              I
                Publi 'hareh Ider                         TMAR
                   (BOVESPA)



                                                              I
                                                           Coari



                                                              I
                Public Shareho,lders                       BRT
                   (BOV     J    PA)



                                                              I
                                                      Bra il Telecom
                                                     Cabos Submarinos
                                                           Ltda.

                                                              I
                                                    Brasil Telecom Subsea
                                                        Cable Systems
                                                       (Bermuda), Ltd.


                                                              I
                                                        GlobeNet
                                                        (Licensee)




11174312525.1


                Post-Corporate Reorganization Structure


                 TmarPart                         Public bareholders
                (Controlling                      (BOVESPA and NY E)
                 hareholder)


                    I                                    I
                                        I
                                       or

                                        I
                                     TMAR



                                        I
                                 Brasil Telecom
                               Cabo Submarino
                                      Ltda.


                                        I
                               Brasil Telecom ubsea
                                     able Systems
                                  (Ben11lIda), Ltd.


                                        I
                                     lobeNet
                                   (Li ense )




1\174312530.1


                                                Exhibit B

                                       Ownership Information

After giving effect to the Corporate Reorganization, the ownership structure of GlobeNet is as
follows 4 :

The following entity holds a 100% voting and equity interest in Licensee, GlobeNet:

           Brasil Telecom Subsea Cable Systems (Bermuda) Ltd.
           Milner House, 18 Parliament Street
           Hamilton, HM 12, Bermuda
           Citizenship: Bermuda
           Principal Business: Telecommunications

The following entity holds a 100% voting and equity interest in Brasil Telecom Subsea Cable
Systems (Bermuda) Ltd.:

           Brasil Telecom Cabos Submarinos Ltda.
           Avenida Ooutor Cardoso de Melo, 1184, 2nd.floor
           Sao Paulo, SP, Brazil- CEP: 04548-004
           Citizenship: Brazil
           Principal Business: Telecommunications

The following entity holds a 100% interest in Brasil Telecom Cabos Submarinos Ltda.:

           Telemar Norte Leste S.A. ("TMAR")
           Rua General Polidoro, 99, 5th floor, Botafogo
           Rio de Janeiro, RJ, Brazil- CEP: 22280-004
           Citizenship: Brazil
           Principal Business: Telecommunications

The following entity holds a 100% interest in TMAR:

           Oi S.A. ("Oi")
           Rua General Polidoro, 99, 5th floor, Botafogo
           Rio de Janeiro, RJ, Brazil - CEP: 22280-004
           Citizenship: Brazil
           Principal Business: Telecommunications

        Ownership information provided in this Attachment B is as of February 27,2012, and is the best
information available to GlobeNet at this time. Given that shareholders are granted withdrawal and
redemption rights under Brazilian law, there is the possibility of small fluctuations in the ownership
information provided herein. However, such fluctuations, if any, are not expected to result in a change of
control of GlobeNet. GlobeNet will provide the Commission final ownership information as soon as it
becomes available.



A174853371.1


Oi is a Brazilian corporation whose common and preferred shares are publicly traded on the
BOVESPA market in Sao Paulo, Brazil and the New York Stock Exchange.

TmarPart has two classes of capital stock: common and preferred. TmarPart's shareholders are
parties to shareholders' agreements that address, among other matters the election of the board of
directors of Oi.

The following table sets forth information concerning the ownership of the common and
preferred shares of TmarPart as of February 27 t \ 2012. TmarPart's preferred shares do not
convey voting rights except in limited circumstances.

                TmarPart Shareholders       Common     Preferred         Total Shares
                                            Shares %   Share
                                                                         %
                                                       %

                AG                          19.356     0                 19,350

                LFTEL                       19.356     0                 19.350

                BNDESPAR                    13.050     100               13.080

                Bratel   Brasil      S.A.   12.069     0                 12.070
                (Portugal Telecom)

                FASS                        11.510     0                 11.500

                Previ                       9.693      0                 9.690

                Petros                      7.483      0                 7.480

                Funcef                      7.483      0                 7.480

                Total                       100%       100%              100%


TmarPart's shareholders hold indirect voting interests in GlobeNet of 6.60% (BNDES
Participayoes S.A.); 5.82% (Fundayao Atliintico de Seguridade Social); 9.79% (L.F. Tel S.A.);
9.79% (AG Telecom Participayoes S.A.), and 6.10% (Portugal Telecom SGP, S.A. ("Portugal
Telecom").

Set forth below are the names, business address, telephone numbers and brief descriptions of the
10% or higher shareholders of TmarPart. With the exception of Portugal Telecom, each of these
entities is a company incorporated under the laws of Brazil.



A/7485337 J 1


                       Business Description
Name
BNDES                  BNDESPar, located at Avenida Chile 100, 22nd floor, Rio de Janeiro, RJ,
Participagdoes S.A. Brazil, telephone +55 21 2172—7231, is a subsidiary of BNDES, a Brazilian
("BNDESPar")           government owned economic and social development bank linked to the
                       Brazilian Ministry of Development, Industry and External Trade. The
                       purpose of BNDESPar is: (i) to promote operations in order to capitalize
                       ventures controlled by private groups, in conformity with BNDES® plans
                       and politics; (ii) to support companies which gather economical,
                       technological and management efficiency conditions and moreover which
                       demonstrate adequate investment return perspectives in terms and conditions
                       compatible to its activity‘s risk and nature; (iii) to support the development
                       of new ventures, in which activities new technologies are incorporated; (iv)
                       to contribute for the strengthening of the capital market through the increase
                       of the securities offer and the democratization on the ownership of the
                       companies capital; (v) to manage own and third parties securities portfolio.

Fundacao               The company is controlled by Fundagio Atlantico de Seguridade Social —
Atlantico            deFASS, located at Rua Lauro Miiller, 116, 18th floor, room 1807/1808, Rio
Seguridade
("FASS")
           Social go Janciro, RJ, Brazil, telephone +55 21 3873—9277, a private pension fund
                       created in 2004 and sponsored by TMAR. Its purpose is to
                       manage and ensure the         provision and maintenance of social security
                       benefits of their participants.

L.F. Tel S.A.          LF. Located at Avenida Dr. Chueri Zaidan No. 920, 16th floor, S&o Paulo,
(“_I_JE”)
                       SP, Brazil, telephone +55 11 3048—7270, is a subsidiary of La Fonte
                       Telecom S.A., a holding company that is part of the Jereissati Group. LF‘s
                       principal asset is its equity interest in TmarPart. The Jereissati Group has
                       investments in the commercial real estate sector in Brazil. It partially owns
                       and manages nine shopping malls in the Southern and Southeastern regions
                       of Brazil.

AG              TelecomAG, located at Av. Do Contorno 8123, Belo Horizonte, Minas Gerais,
Participacdes S.A. Brazil, telephone +55—31—3290 6645, is a subsidiary of Andrade Gutierrez
("AG")             S.A. responsible for managing the telecommunications business of the
                   Andrade Gutierrez Group. The conglomerate develops its activities focused
                   on three core businesses: (a) engineering work in Brazil and abroad; (b)
                   operating public concessions in Brazil, primarily highways and water
                   treatment; and (c) telecommunications in Brazil.

Portugal TelecomPortugal Telecom is the leading telecommunications provider in Portugal.
SGP, S.A.        As an operator with a strong national and international footprint, Portugal
                       Telecom has a diversified business portfolio covering all segments of the
                       telecommunications sector: wireline, mobile, multimedia, data and corporate
                       solutions, strongly focused on the convergence of telecommunications with
                       media and information technology areas. Portugal Telecom is headquartered


A/?4853371 .1


                  at Av. Fontes Pereira de Melo, 40, Lisbon, Portugal +351-21-500-2000.

                  Ponugal Telecom's shares arc widely held. Portugal Telecom is one of the
                  most traded stock in Euronexl Lisbon stock exchange, and it is also quoted
                  on the New York Stock Exchange.


There arc no other shareholders of TmarPart who directly or indirectly own 10% or more of
TmarPart's equity and thus own 10% or more orOlobeNet's equity.




N74853J71 I



Document Created: 2012-05-02 11:35:52
Document Modified: 2012-05-02 11:35:52

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