Attachment Allstream Fiber U.S.

This document pretains to SCL-T/C-20130606-00004 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2013060600004_999574

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) Allstream Fiber US, Inc., ) Licensee, ) ) MTS Inc., ) Transferor, ) ) and ) File No. ) 8312168 Canada, Inc., ) Transferee ) ) ) Application for Transfer of Control of ) Submarine Cable Landing License ) APPLICATION FOR TRANSFER OF CONTROL OF CABLE LANDING LICENSE STREAMLINED PROCESSING REQUESTED MTS Inc. ("Transferor"), Allstream Fiber US, Inc. ("Allstream Fiber" or "Licensee") and 8312168 Canada, Inc. ("Transferee," and collectively with Allstream Fiber and MTS, Inc., the "Applicants"), pursuant to the Act Relating to the Landing and Operation of Submarine Cables in the United States, 47 U.S.C. §§ 34—39 (1994), Executive Order No. 10530, Exec. Ord. No. 10530 reprinted as amended in 3 U.S.C. § 301, and Section 1.767 of the Rules of the Federal Communications Commission ("Commission"), 47 C.F.R. §1.767, hereby request approval for the transfer of control of Allstream Fiber, as the holder of a cable landing license,‘ from Transferor to Transferee. As described below, Transferee seeks to acquire control of Allstream ‘ Allstream Fiber is authorized, pursuant to Section 1.767 of the Commission‘s rules, to land and operate in the United States the AmeriCan—1 submarine cable, a private submarine fiber optic cable extending between the United States and Canada. See FCC File No. SCL—LIC—19980123—00002. Allstream Fiber currently holds a one—quarter interest in the capacity and the related support facilities and structures of the AmeriCan—1 submarine cable. 11—

Fiber as part ofa larger transaction pursuant to which Transferee will also acquire Allstream, Inc. ("Allstream") and the Allstream business from subsidiaries of Manitoba Telecom Services, Inc. ("Manitoba Telecom"). Allstream is a provider of business communications services in Canada. The transaction will be seamless to existing customers. Applicants provide the following information in support of this Application. 1. THE APPLICANTS A. Allstream Fiber (Licensee) FRN: 0007477755 Allstream Fiber is organized underthe laws of the state of Delaware in the United States and holds the license to land and operate the AmeriCan—1 submarine cable. B. 8312168 Canada, Inc. (Transferee) FRN: 0022751515 Transferee is a company organized under the laws of Canada and is headquartered in Canada. 8312168 Canada, Inc. is a wholly owned subsidiary of Accelero Capital Investments Holdings, S.a.r.1. ("Accelero Capital Investments"), a Luxembourg limited liability company. Accelero Capital Investments, in turn, is a wholly owned subsidiary of Accelero Capital Holdings, S.a.1.1. ("Accelero Capital Holdings"), also a Luxembourg limited liability company. IL. THE PROPOSED TRANSACTION This application seeks consent of the Commission for the transfer of control of the above— referenced submarine cable landing authorization held by Allstream Fiber From: Transferor, a Canadian corporation and an indirect subsidiary of Manitoba Telecom, an incumbent local exchange telephone company in Manitoba, Canada,

To: 8312168 Canada, Inc. ("Transferee"), a Canadian corporation and a direct subsidiary of Accelero Capital Investments S.a.r.l. (Luxembourg) ("Accelero Capital Investments"). Allstream Fiber is a licensee of the AmeriCan—1 cable, which is operated on a non—common catrier basis between the United States and Canada. The parties will effectuate the transfer of control by the delivery of the stock of Allstream Fiber by Transferor to Transferee. The transfer of control of Allstream Fiber is taking place in connection with the sale by Manitoba Telecom of Allstream, a Canadian corporation, and its Allstream business to Accelero Capital Investments. Allstream, headquartered in Toronto, Canada, is a communications network connectivity and solutions provider for Canadian businesses that, among other things, provides fiber network coverage across Canada. The operations of Allstream Fiber form a small part of the overall Allstream business and the only portion of the Allstream business involving authorizations issued by the Commission." The Transferee is a subsidiary of Accelero Capital Investments, an investment and management group focused on telecommunications, digital media, and technology headquartered in Luxembourg. As a result of the transaction, Allstream will become a stronger competitor to incumbent telephone companies in Canada in the provision of services in Canada‘s enterprise market. IIL PUBLIC INTEREST CONSIDERATIONS As a result of the proposed transaction, Allstream Fiber and the related Allstream business would receive an infusion of capital from Accelero Capital Management, and Allstream Fiber would become a separate and additional competitor in its market, no longer operated by and affiliated with Manitoba Telecom, the incumbent telephone carrier in Manitoba, Canada. * Allstream Fiber also holds an international Section 214 authorization, File No. ITC—214—19981207—00852. An application to transfer control ofthat authorization is being filed concurrently with this application. L3 —

Transferring control of the Allstream Fiber submarine cable landing license would facilitate the larger Allstream transaction, which would be transparent to customers now receiving service and would benefit competition in the international telecommunications market. IV. INFORMATION REQUIRED BY SECTION 1.767 OF THE COMMISSION‘S RULES In support of this Application, Applicants submit the following information in accordance with Section 1.767 of the Commission‘s Rules, 47 C.F.R. § 1.767: (1) Name, address and telephone number of Applicants: Transferor and Licensee Transferee Teresa Griffin—Muir Ossama Bessada Vice President, Regulatory Affairs President Allstream Inc. 8312168 Canada, Inc. 45 O‘Connor Street, Suite 1400 c/o Accelero Capital Holdings S.q.1.L. Ottawa, Ontario, Canada KIP 1A4 65 Boulevard Grande Duchesse Charlotte Telephone: 613—688—8789 L1331 Luxembourg Fax: 613—688—8303 Telephone: (647) 389—3337 Email: Teresa.Griffin—Muir@mtsallstream.com Email: Ossama.bessada@accelerocapital.com With a copy to: With a copy to: Lawrence J. Movshin John S. Logan Jennifer L. Kostyu J.G. Harrington Wilkinson Barker Knauer, LLP Michael Pryor 2300 N Street, N.W., Suite 700 Dow Lohnes PLLC Washington, D.C. 20037 1200 New Hampshire Avenue, N.W. Telephone: 202—783—4141 Washington, D.C. 20036 Fax: 202—783—5851 Telephone: (202) 776—2640 Imovshin@wbklaw.com Fax: (202) 776—2222 jkostyu@wbklaw.com {logan@dowlohnes.com jgharrington@dowlohnes.com mpryor@dowlohnes.com (2) Place of Formation Licensee: Allstream Fiber US, Inc., is organized under the laws of the United States (Delaware) Transferee: 8312168 Canada, Inc. is organized under the laws of Canada —4—

Transferor: MTS Inc. is organized under the laws of Canada (3) Correspondence concerning this Application should be sent to: For Allstream Fiber Lawrence J. Movshin (Licensee) Jennifer L. Kostyu Wilkinson Barker Knauer, LLP 2300 N Street, N. W., Suite 700 Washington, D.C. 20037 Telephone: 202—783—4141 Fax: 202—783—5851 Imovshin@whbklaw.com jkostyu@wbklaw.com For $312168 Canada, John S$. Logan Inc. ("‘Transferee") J.G. Harrington Michael Pryor Dow Lohnes PLLC 1200 New Hampshire Avenue, N.W. Washington, D.C. 20036 Telephone: (202) 776—2640 Fax: (202) 776—2222 {logan@dowlohnes.com mpryor@dowlohnes.com (4) Certification and Ownership Information Required by Section 63.18(h)—(k) and (0) of the Commission‘s Rules, 47 C.F.R. §§ 63.18(h)—(k), (0): Section 63.18(h) — 10 Percent or Greater Shareholders in Transferee, 8312168 Canada, Inc.: After consummation of the Transaction, all of the issued and outstanding shares of the licensee, Allstream Fiber, will be held by the Transferee, 8312168 Canada, Inc., a wholly owned subsidiary of Accelero Capital Investments Holdings, S.a.1.1. ("Accelero Capital Investments"), a Luxembourg limited liability company. Accelero Capital Investments, in turn, is a wholly owned subsidiary of Accelero Capital Holdings, S.a.1.1. ("Accelero Capital Holdings"), also a Luxembourg limited liability company. The following entities and persons have a 10% or greater ownership interest in Accelero Capital Holdings, S.a.r.L. Company Name Orascom TMT Investments S.a.r.1. Address 1, boulevard de la Foire L—1 528 Luxembourg Jurisdiction of Formation Luxembourg Principal Business Holding Company 15.

[ Interest [20.0% | Orascom TMT Investments S.a.1.l. is a wholly owned holding company for investments of The Marchmont Trust, a Jersey family trust for the benefit of the Sawiris family. The Marchmont Trust owns Orascom TMT Investments S.a.r.1. through two wholly owned Cayman Island companies: Marchmont Limited, which is the 100% owner of Marchco Holding Limited, which, in turn, is the 100% owner of Orascom TMT Investments S.a.1.1. The trustee of the Marchmont Trust is February Private Trust Company, a Jersey trustee company of which Ms, Yousriya Nassif Loza is the settlor. Ms. Loza also is a discretionary beneficiary of the February Private Trust Company, along with the International Federation of Red Cross and Red Crescent Societies. Company Name Khaled Bishara Citizenship Egypt Principal Business Managing Partner, Accelero Capital Interest 16.2% Company Name Pezou S.a.r.L. Address 40, Holland Park, London, W11 3RP, United Kingdom Jurisdiction of Formation Luxembourg Principal Business Investments Interest 16.2% Pezou S.a.r.l. is 100% owned and controlled by Mr. Rodolphe Aldo Mario Mareuse, a citizen of France residing in the United Kingdom. Mr. Mareuse is a Managing Partner of Accelero Capital. Company Name Panda Investments Address C/o UBS Trustees (Singapore) Ltd., 1 Raffles Quay, #50—01 North Tower, Singapore 048583 Jurisdiction of Formation Singapore Principal Business Private Family Trust Interest 14.2% Panda Investments is a trust for the sole benefit of Ossama Bessada, a citizen of Egypt residing in Canada. Mr. Bessada is a Managing Partner of Accelero Capital. The trustee is UBS Trustees (Singapore) Ltd., an indirect subsidiary of UBS AG, a public traded international banking and financial services company. There are no other individuals or entities that hold a 10% or greater direct or indirect equity or voting interest in Accelero Capital Holdings.

Section 63.18(h) — Interlocking Directorates: Mr. Ossama Bessada and Mr. Rodolphe Aldo Mario Mareuse sit on the board of directors of WIS Telecom S.p.A. Mr. Mareuse, in addition, sits on the board of directors of Keyyo Societe Anonyme Francais. Transferee does not anticipate that there will be any additional interlocking directorates with carriers other than the commonly owned Allstream and its subsidiaries following the consummation of the proposed transaction. Section 63.18(i) — Certification Regarding Foreign Carrier Status and Foreign Affiliation: Upon consummation of the proposed transaction, Allstream Fiber will be affiliated with Allstream, a Canadian competitive provider of business services to enterprises within Canada. At the time of consummation, Allstream no longer will be controlled by or affiliated with Manitoba Telecom, the incumbent telephone company in Manitoba, Canada. Allstream and the entire Allstream business, of which Allstream Fiber is a small portion, will be transferred from Manitoba Telecom to the Transferee prior to or concurrent with the Transferee‘s acquisition of Allstream Fiber. Apart from Transferee‘s proposed common ownership of Allstream Fiber with Allstream, Allstream Fiber would have no affiliate relationship with any foreign carrier and Transferee would have no affiliate relationship with any foreign carrier. Section 63.18(j) — Certification Regarding Destination Markets: Upon consummation of the proposed transaction, Transferee will control Allstream, which is a non—dominant carrier in Canada. Section 63.18(k) — Certification Regarding WTO Status, Canada, the only country listed in response to Section 63.18(j), is a World Trade Organization ("WTO") Member country. Section 63.18(0) — Certification Regarding the Anti—Drug Abuse Act of 1988: The Transferee certifies pursuant to Section 1.2001—1.2003 of the Commission‘s rules that no Transferee party to the application is subject to a denial of federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. §862. (5) Routine Conditions Specified in Section 1.767(g) of the Commission‘s Rules, 47 CFR. §1.767(@). The Transferee certifies that it will accept and abide by, and cause the Licensee to abide by, the routine conditions in Section 1.767(g), 47 C.F.R. §1.767(g).

(6) Streamlined Processing Request: This application qualifies for streamlined processing pursuant to Section 63.12(c)(1)(ii) because, pursuant to Section 63.10(a)(3) of the Commission‘s rules, because neither Transferee nor Allstream Fiber will be affiliated with a dominant foreign catrier. As a result of the transaction, Alistream Fiber and its sister corporation Allstream will no longer be affiliated with Manitoba Telecom. The sole foreign catrier affiliation of Transferee and Allstream Fiber will be with Allstream, which, post—transaction, will be a non—dominant carrier in Canada with no other carrier affiliations. v. CONCLUSION For the foregoing reasons, the parties request that the Commission authorize the transfer of control or Allstream Fiber US, Inc., from MTS, Inc. to 8312168 Canada, Inc. as described herein. Respectfully submitted, TRANSFEROR AND LICENSEE: TRANSFEREE MTS, INC. 8312168 CANADA, INC. ALLSTREAM FIBER US, INC. . hn S. Log’alf Jennifer L. Kostyu J.G. Harringtont of Michael Pryor Wilkinson Barker Knauer, LLP of 2300 N Street, N.W., Suite 700 Dow Lohnes PLLC Washington, D.C. 20037 1200 New Hampshire Avenue, N.W. Telephone: 202—783—4141 Washington, D.C. 20036 Fax: 202—783—5851 Telephone: (202) 776—2640 Its Counsel Fax: (202) 776—2222 Its Counsel June 6, 2013

Appendix A: Pre—Acquisition Organizational Chart Manitoba Telecom Services Inc. y om) Mzzzmmamn——( \_ MTS Allstream Holdings Inc. 100% > o ~_2aee MTS Inc. (Transferor) Allstream Fiber US, Inc. (Licensee)

Appendix B:; Post—Acquisition Organizational Chart Trust for Benefit of ; Rodf)lphe Aldo Family Trust for Sawaris Family of Ossama | Mario Marcuse Family; February Private Bessada, UBS Trustees | (100%) Trust Company, Trustee (Singapore), Ltd., ‘ (100%, through Trustees (100%) intermediate subsidiaries) Khaled Bishara _ _ «[(162%.—} ~Qne Pezou S.a.r. Orascom TMT Investments Sard. Accelero.Capital Holdings, S.ar.l. Accelero Capital Investments Holdings, S.ar.l. 8312168 Canada Inc. (Transferee) 3 Allstream Fiber US, Inc. (Licensee) —10 —

CERTIFICATE OF SERVICE The undersigned hereby certifies that the foregoing document was served this date upon the following: Marlene Dortch U.S. Coordinator Secretary EB/CIP Federal Communications Commission U.S. Department of State 445 12"" Street, S.W. 2201 C Street, N.W. Washington, DC 20554 Washington, DC 20520—5818 (via first—class U.S. mail, postage prepaid) (via first—class U.S. mail, postage prepaid) James Ball Office of Chief Counsel/NTIA International Bureau U.S. Department of Commerce Federal Communications Commission 14"" Street & Constitution Ave., N.W. 445 12" Street, S.W. Washington, DC 20230 Washington, DC 20554 (via first—class U.S. mail, postage prepaid) (via electronic mail to james.ball@fee.gov) David Krech Defense Information Systems Agency International Bureau Code RGC Federal Communications Commission 701 S. Courthouse Road 445 12"" Street, S.W. Arlington, VA 22204 Washington, DC 20554 (via first—class U.S. mail, postage prepaid) (via electronic mail to david.krech@fec.gov) Susan O‘Connell International Bureau Federal Communications Commission 445 12"" Street, S.W. Washington, DC 20554 (via electronic mail to susan.o‘connell@fee.gov) June 6, 2013 411 —


Document Created: 2013-06-06 18:43:47
Document Modified: 2013-06-06 18:43:47
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