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FSNN in case there are still any lingering doubts
PUBLIC NOTICE Federal Communications Commission 445 12 th St., S.W. Washington, D.C. 20554 News Media Information 202 / 418-0500 Internet: http://www.fcc.gov TTY: 1-888-835-5322 DA 12-987 Released: June 22, 2012 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF NETWORK BILLING SYSTEMS, LLC TO FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 12-157 Comments Due: July 6, 2012 Reply Comments Due: July 13, 2012 On June 15, 2012, Fusion Telecommunications International, Inc. (Fusion) and Network Billing System, LLC (NBS) (collectively, Applicants) filed an application pursuant to section 63.03 of the Commission’s rules 1 requesting approval for the transfer of control of NBS to Fusion NBS Acquisition Corp. (Newco). NBS, a New Jersey limited liability company, provides voice (circuit switched and VoIP) and data telecommunications services to small and medium sized companies. NBS is authorized to provide local exchange and interstate telecommunications services in California, Connecticut, Florida, Georgia, Maryland, Massachusetts, New Jersey, New York, Ohio, Pennsylvania, Texas and Virginia and intrastate interexchange telecommunications services in all other states except Alaska and Hawaii. NBS provides telecommunications services in every state where it holds authorization to provide intrastate telecommunications services except for Mississippi. Newco, a Delaware corporation, is a wholly owned, direct subsidiary of Fusion, also a Delaware corporation. Fusion provides Internet Protocol (IP) based digital voice and data communications services to corporation and carriers worldwide. Currently, Fusion does not hold authorization to provide intrastate telecommunications services in any state. Fusion is a publicly-held company with the following shareholders holding more than a ten percent interest in Fusion: Marvin S. Rosen, a U.S. citizen and the Chairman of Fusion (approximately 15 percent), and the Post-Confirmation Estate of West End Financial Advisors (approximately (12 percent), a U.S. entity. 2 1 47 C.F.R § 63.03; see 47 U.S.C. § 214. Applicants are also filing applications for transfer of control associated with authorization for international services. Any action on this domestic section 214 application is without prejudice to Commission action on other related, pending applications. 2 The Post-Confirmation Estate of West End Financial Advisors (the Estate) is the post-bankruptcy successor to West End Financial Advisors LLC (WEFA). The Estate consolidated 42 different funds previously managed by WEFA, including West End Special Opportunity Fund II, LP (WESOF), which was the original WEFA fund that invested in Fusion. An Oversight Committee controls the actions and the decisions of the Estate, with day-to-day Pursuant to a Membership Interest Purchase and Sale Agreement, Newco will acquire all of the outstanding equity interests in NBS. As a result of the proposed transaction, NBS will become a wholly owned, direct subsidiary of Newco and a wholly owned, indirect subsidiary of Fusion. In connection with the proposed transaction, Fusion may issue additional equity diluting the ownership of current shareholders such that upon completion of the proposed transaction, there may be no shareholder that has a ten percent or greater interest in Fusion. Applicants state that the proposed transaction is entitled to presumptive streamlined treatment under section 63.03(b)(2)(i) of the Commission’s rules 3 and that a grant of the application will serve the public interest, convenience, and necessity. Domestic Section 214 Application Filed for the Transfer of Control of Network Billing Systems, LLC to Fusion Telecommunications International, Inc., WC Docket No. 12-157 (filed Jun. 15, 2012). GENERAL INFORMATION The transfer of control identified herein has been found, upon initial review, to be acceptable for filing as a streamlined application. The Commission reserves the right to return any transfer application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules and policies. Pursuant to section 63.03(a) of the Commission’s rules, 47 CFR § 63.03(a), interested parties may file comments on or before July 6, 2012, and reply comments on or before July 13, 2012. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31 st day after the date of this notice. 4 Comments should be filed using the Commission’s Electronic Comment Filing System (ECFS). See Electronic Filing of Documents in Rulemaking Proceedings, 63 FR 24121 (1998). ? Electronic Filers: Comments may be filed electronically using the Internet by accessing the ECFS: http://fjallfoss.fcc.gov/ecfs2/. In addition, e-mail one copy of each pleading to each of the following: 1) The Commission’s duplicating contractor, Best Copy and Printing, Inc., fcc@bcpiweb.com; phone: (202) 488-5300; fax: (202) 488-5563; 2) Myrva Charles, Competition Policy Division, Wireline Competition Bureau, myrva.charles@fcc.gov; 3) Dennis Johnson, Competition Policy Division, Wireline Competition Bureau, dennis.johnson@fcc.gov; management handled by the Estate Administrator. Neither the Estate Administrator nor any single member of the Oversight Committee has the authority to make decisions concerning the stock holdings of the Estate. Such decisions can only be made by a majority of the Oversight Committee. Except as described above and to the knowledge of Fusion, no other person or entity directly or indirectly owns or controls the Estate such that the person or entity would be considered to own or control 10% or more of Fusion. 3 47 C.F.R. § 63.03(b)(2)(i). 4 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in connection with the proposed transaction. 4) David Krech, Policy Division, International Bureau, david.krech@fcc.gov; and 5) Jim Bird, Office of General Counsel, jim.bird@fcc.gov. Filings and comments are available for public inspection and copying during regular business hours at the FCC Reference Information Center, Portals II, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. They may also be purchased from the Commission’s duplicating contractor, Best Copy and Printing, Inc., Portals II, 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554; telephone: (202) 488-5300; fax: (202) 488-5563; e-mail: fcc@bcpiweb.com; url: www.bcpiweb.com. People with Disabilities: To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at (202) 418-0530 (voice), (202) 418-0432 (tty). For further information, please contact Myrva Charles at (202) 418-1506 or Dennis Johnson at (202) 418-0809. - FCC -
