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FSNN follow up if you had any doubts about the acquisition
Approved as Recommended
and so Ordered
By the Commission
(Document certified by Secretary <secretary@dps.ny.gov>
Signed by Secretary <secretary@dps.ny.gov> Time: 2012.07.17 11:17:59 -04'00' Reason: Digitally signed by Secretary Location: New York Public Service Commission
JACLYN A. BRILLING
Secretary
Issued and Effective July 17, 2012
STATE OF NEW YORK
DEPARTMENT OF PUBLIC SERVICE
June 15, 2012
TO: THE COMMISSION
FROM: Office of Telecommunications
SUBJECT: CASE 12-C-0263 – Joint Petition of Fusion Telecommunications
International, Inc., NBS Acquisition Corporation, and Network Billing
Systems, LLC for Approval (1) for the Transfer of Control of Network
Billing Systems, LLC and (2) for Network Billing Systems, LLC to
Participate in New Financing Arrangements of Fusion Telecommunications
International, Inc.
SUMMARY OF
RECOMMENDATION: Staff recommends that approval be granted, pursuant to
Sections 100 and 101 of the Public Service Law, for: (1) the
transfer of control of Network Billing Systems, LLC, to
Fusion Telecommunications International and NBS
Acquisition Corporation; and (2) for Network Billing Systems,
LLC to participate in certain financing arrangements of Fusion
Telecommunications International, Inc.
SUMMARY
By joint petition filed June 5, 2012, pursuant to Sections 100 and 101 of the
Public Service Law, Fusion Telecommunications International, Inc. (“Fusion”), NBS
Acquisition Corporation and Network Billing Systems, LLC (Petitioners) request
approval for the transfer of control of Network Billing Systems, LLC (“NBS”) and for
approval for Network Billing Systems to participate in new financing arrangements of
Fusion Telecommunications International, Inc.
To facilitate the transfer, NBS Acquisition Corporation, (“Newco”), will be
established as a wholly-owned direct subsidiary of Fusion and will acquire all of the
outstanding equity interests in NBS. As a result, NBS will become a wholly-owned
direct subsidiary of Newco and a wholly-owned indirect subsidiary of Fusion as
illustrated in the Post-Transaction Organizational Chart.1 In addition, pursuant to Section
101 of the Public Service Law the Petitioners request Commission approval to participate
in certain financing arrangements related to the transfer of control transaction. While the
proposed transaction will result in a change in NBS ownership, no transfer of
authorizations, assets or customers will occur as a result of the proposed transaction.
Commission approval of the petition is recommended.
