Attachment pro forma SCL notifi

This document pretains to SCL-T/C-20120607-00006 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2012060700006_954051

                                                                                      Attachment 1
                                                                                        Page 1 of 1

                         Notification of Pro Forma Transfer of Control

        Pacific Telecom Inc. (“PTI”) is the 100% direct parent of The Micronesian
Telecommunications Corporation, which in turn is the 100% parent of PTI Pacifica Inc., the
holder of a submarine cable landing license (File Nos. SCL-92-003, SCL-T/C-20030418-00008)
connecting the islands of the Commonwealth of the Northern Mariana Islands (“CNMI”), a U.S.
territory, to Guam, another U.S. territory. 1 Pursuant to Sections 1.767(g)(7) of the
Commission’s Rules, PTI hereby notifies the FCC of a pro forma transfer of control of the
licensee that took place on May 15, 2012.

        The majority (67%) owner of PTI is Prospector Investments Ltd., a Cayman Islands
corporation (“Prospector Cayman”) that is owned 56% by Ricardo C. Delgado, a citizen of the
Philippines, and 44% by Jose Ricardo Delgado, also a citizen of the Philippines. The pro forma
transaction inserted a new U.S. holding corporation, Prospector Pacific Investments Inc.
(domiciled in CNMI), in the chain of ownership between Prospector Cayman and PTI. As the
new entity in the ownership chain is wholly-owned by Prospector Cayman, the insertion of the
new entity results in a transfer of control that is pro forma only. See attached diagrams of the
current and proposed ownership structure.

         With the completion of the pro forma transaction, PTI is owned 67% by CNMI
corporation Prospector Pacific Investments Inc., 28% by Sumitomo Corporation (a Japanese
corporation), and 5% by Sumitomo Corporation of America (a U.S. corporation that is owned
100% by Sumitomo Corporation). 2 Pursuant to Sections 1.767(g)(7) of the Commission’s Rules,
licensee certifies that this transaction, together with all previous pro forma transactions, does not
result in a change of the licensee’s ultimate control.




1
    Notice to
           the Commission that the submarine cable landing licensee changed its name to PTI
Pacifica Inc. was provided via letter dated August 25, 2006, a copy of which is enclosed.
2
 Please note that PTI has received foreign ownership approvals from the FCC under Section
310(b)(4) for common carrier wireless licenses several times. PTI initially received foreign
ownership approval in 2003. See Bell Atlantic New Zealand Holdings, Inc., Transferor and
Pacific Telecom Inc., Transferee, Applications for Consent to Transfer Control of a Submarine
Cable Landing License, International and Domestic Section 214 Authorizations, a Cellular
Radiotelephone License, Common Carrier and Non-Common Carrier Satellite Earth Station
Licenses, and a Petition for Declaratory Ruling Pursuant to Section 310(b)(4) of the
Communications Act, 18 FCC Rcd 23140 (2003). Most recently PTI received foreign ownership
approvals in 2009 (see IT&E Overseas, Inc. Transferee, and PTI Pacifica Transferee,
Memorandum Opinion and Order and Declaratory Ruling, 24 FCC Rcd 5466 (2009)) and in
2010 (IBFS File No. ISP-PDR-20100720-00015; see International Authorizations Granted, DA
10-2281, December 2, 2010). The pro forma transfer that is the subject of this notification is
consistent with these prior authorizations.


          Pacific Telecom Inc. Current Ownership
                         Structure

RICARDO C. DELGADO         JOSE RICARDO DELGADO                      NO SHAREHOLDER WITH
   (PHILIPPINES)              (PHILIPPINES)                          10% OR MORE



  56%                               44%
            PROSPECTOR
                                                       SUMITOMO CORPORATION
            INVESTMENTS LTD.
                                                              (JAPAN)
            (CAYMAN ISL. CORP)


                         67%                         28%            100%


                                 PACIFIC TELECOM INC.               SUMITOMO CORPORATION
                                                            5%
                                 (CNMI)                                OF AMERICA (U.S.)

                                            100%

                                 THE MICRONESIAN
                                 TELECOMMUNICATIONS
                                 CORPORATION (CNMI)
                                 (LICENSE HOLDER)
                                            100%

                                 PTI PACIFICA INC.
                                 (CNMI)                                                    1
                                 (LICENSE HOLDER)


Pacific Telecom Inc. Post-Transaction Ownership Structure

  RICARDO C. DELGADO       JOSE RICARDO DELGADO
     (PHILIPPINES)            (PHILIPPINES)                           NO SHAREHOLDER WITH
                                                                      10% OR MORE

         56%                           44%
                PROSPECTOR
                INVESTMENTS LTD
                (CAYMAN ISLAND CORP)
                                                          SUMITOMO CORPORATION
                                                                 (JAPAN)
                          100%

               PROSPECTOR PACIFIC                                       100%
               INVESTMENTS INC.
               (CNMI CORP)
                                                    28%
                              67%

                                                                   SUMITOMO CORPORATION
                                 PACIFIC TELECOM INC.       5%
                                                                      OF AMERICA (U.S.)
                                 (CNMI)

                                             100%

                              THE MICRONESIAN
                              TELECOMMUNICATIONS
                              CORPORATION (CNMI)
                              (LICENSE HOLDER)
                                           100%

                              PTI PACIFICA INC.
                              (CNMI)
                              (LICENSE HOLDER)


                                                                            STAMP AND RETURN
                           \
WILKINSON ) BA.RKER> KNAUER | LLP                                                2300 N street, NW
                                         /                                       suite 700

                                                                                 washington, DC 20037—1128

                                                                                 TEL   202.783.4141

                                                                                 FAX   202.783.5851

                                                                                 ww w .wb klaw.com
                                                                                 TIMOTHY J. COONEY

                                                                                 202.383.3361

                                                                                 tcooney@wbklaw.com




                                             August 25, 2006


    Marlene H. Dortch, Secretary  .
                                                                               RECEIVED
    Federal Communications Commission                                             AUG 2 5 2006
    445 12"" Street, S.W.                                                                        ;     Commission
    Room TW—A325         _                                                  Federal Communications COMM!
                                                                                    Office of
    Washington, DC 20554

                   Re:       Notification ofName Change
                             Cable Landing License
                             File No. SCL—T/C—20030418—00008
                             (License SCL—92—003—4L)

   Dear Ms. Dortch:

          This letter is filed to notify the Commission that the name of the holder of the above—
   referenced authorization has been changed effective July 28, 2006, from GTE Pacifica Inc. to
   PTI Pacifica Inc.

           Please contact the undersigned if you have any questions.



                                                    Respectfully submitted,



                                                    Timothy J.         ey



Document Created: 2012-06-07 11:27:19
Document Modified: 2012-06-07 11:27:19

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