*Pages 1--5 from Microsoft Word - 53942.doc* PUBLIC NOTICE Federal Communications Commission 445 12 th Street, S. W. Washington, D. C. 20554 News Media Information 202 / 418- 0500 Fax- On- Demand 202 / 418- 2830 TTY 202 / 418- 2555 Internet: http:// www. fcc. gov ftp. fcc. gov DA 05- 3276 Released: December 22, 2005 DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF TELEGLOBE AMERICA INC., FROM TELEGLOBE INTERNATIONAL HOLDINGS, LTD, TO VSNL TELECOMMUNICATIONS (BERMUDA) LTD. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 05- 346 Comments Due: January 5, 2006 Reply Comments Due: January 12, 2006 On December 13, 2005 Teleglobe America Inc. (“ TAI”), its ultimate parent company, Teleglobe International Holdings Ltd (“ TIHL”), and VSNL Telecommunications (Bermuda) Ltd. (“ VSNL Bermuda Telco”) (collectively, the “Applicants”), filed an application, pursuant to section 63.04 of the Commission’s rules, 1 seeking authority to transfer control of TAI from TIHL to VSNL Bermuda Telco. 2 Applicants assert that this transaction is entitled to presumptive streamlined treatment under section 63.03( b)( 1)( ii) of the Commission’s rules because neither VSNL Bermuda Telco nor its affiliates provide domestic interstate telecommunications services or have an ownership interest in any company that provides domestic telecommunications services. 3 TAI, a Delaware corporation, provides both facilities- based and resold telecommunications services to wholesale customers in the United States. TAI is an indirect wholly owned subsidiary of TIHL. 1 47 C. F. R § 63.04; see 47 U. S. C. § 214. 2 Applicants are also filing applications for transfer of control associated with authorization for international services and cable landing licenses. Any action on this domestic 214 application is without prejudice to Commission action on other related, pending applications. 3 47 C. F. R. § 63.03( b)( 1)( ii). 1 2 TIHL, a Bermuda company, is a publicly traded holding company whose shares trade on the NASDAQ stock exchange. TIHL’s subsidiaries provide a variety of international telecommunications services around the world. The current indirect majority owners of TIHL are four investment funds that are affiliated with Cerberus Capital Management, LP, a Delaware limited partnership. VSNL Bermuda Telco, a Bermuda company, was formed to amalgamate (i. e., combine) with TIHL. VSNL Bermuda Telco does not have any domestic interstate telecommunications operations or assets in the United States. Videsh Sanchar Nigam Limited (“ VSNL”), the parent company of VSNL Bermuda Telco, is an India limited company, and its shares are publicly traded on the Bombay Stock Exchange and India’s National Stock Exchange. VSNL’s American Depositary Receipts (“ ADRs”) trade on the New York Stock Exchange. By virtue of its aggregate 44.72 percent ownership interest in VSNL, 4 the Tata Group, an India commercial conglomerate, exercises a controlling ownership and managerial interest in VSNL for purposes of Commission rules and regulations. The Government of India holds an approximate 26 percent ownership interest in VSNL. The Bank of New York, a U. S. financial institution, holds 5.59 percent of VSNL as depository to VSNL’s ADR issue. 5 No other person or entity holds, directly or indirectly, a 10 percent or greater ownership interest in VSNL. VSNL is the principal provider of public international telecommunications services and a provider of Internet, wireless and other telecommunications services in India. VSNL also operates undersea cable facilities in India, North America, Europe and southeast Asia through its subsidiaries. In the United States, VSNL provides certain international telecommunications services through its VSNL America, Inc. subsidiary (“ VAI”). 6 VSNL recently completed the acquisition of the TGN submarine cable landing licenses and operations through its subsidiary VSNL telecommunications (US) Inc. (“ VSNL US”). VAI and VSNL US provide exclusively international services in the United States market today. Pursuant to the Agreement and Plan of Amalgamation, dated July 25, 2005, by and among TIHL, VSNL, and VSNL Bermuda Telco, VSNL Bermuda Telco will amalgamate with TIHL, and each issued and outstanding common share in the share capital of TIHL will be converted into the right to receive a cash payment (other than any shares directly or indirectly owned by VSNL or VSNL Bermuda Telco or indirectly owned by TIHL, and any dissenting shares). Following the amalgamation of VSNL Bermuda Telco with TIHL, TIHL will cease to exist as a publicly held company, and the combined company, VSNL Bermuda Telco, will be a privately held, direct wholly- owned subsidiary of VSNL. As a result of the amalgamation, VSNL Bermuda Telco will have an indirect controlling interest in TAI. Consummation of the 4 As of September 30, 2005. 5 As of September 30, 2005. 6 VAI holds international Section 214 authority to provide international telecommunications services between the United States and authorized international points and is regulated as a dominant carrier on the United States- India route. See VSNL America Inc., Order, Authorization and Certificate, 19 FCC Rcd 16,555 (IB 2004). 2 5 In addition, one copy of each pleading must be sent to each of the following: (1) The Commission’s duplicating contractor, Best Copy and Printing, Inc., 445 12th Street, S. W., Room CY- B402, Washington, D. C. 20554, www. bcpiweb. com; phone: (202) 488- 5300 fax: (202) 488- 5563; (2) Tracey Wilson- Parker, Competition Policy Division, Wireline Competition Bureau, 445 12th Street, S. W., Room 5- C212, Washington, D. C. 20554; email: tracey. wilson- parker@ fcc. gov; (3) Adam Kirschenbaum, Competition Policy Division, Wireline Competition Bureau, 445 12th Street, S. W., Room 5- C211, Washington, D. C. 20554; e- mail: adam. kirschenbaum@ fcc. gov; (4) Susan O’Connell, Policy Division, International Bureau, 445 12th Street, S. W., Room 7- B544, Washington, D. C. 20554; email: susan. o’connell@ fcc. gov; and (5) James Bird, Office of General Counsel, 445 12th Street, S. W., Room 8- C824, Washington, D. C. 20554; e- mail: james. bird@ fcc. gov. Filings and comments are also 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, or via e- mail www. bcpiweb. com. For further information, please contact Tracey Wilson- Parker at (202) 418- 1394, or Adam Kirschenbaum at (202) 418- 7280. - FCC - 5