FSNN in case there are still any lingering doubts

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 -