PUBLIC NOTICE Federal Communications Commission 445 12th St., S.W. Washington, D.C. 20554 News Media Information 202 / 418-0500 Internet: http://www.fcc.gov TTY: 1-888-835-5322 DA 09-2407 Released: November 10, 2009 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF WBS CONNECT, L.L.C. TO GLOBAL TELECOM & TECHNOLOGY, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 09-202 Comments Due: November 24, 2009 Reply Comments Due: December 1, 2009 On November 02, 2009, Global Telecom & Technology, Inc. (GTT) and WBS Connect, L.L.C. (WBS and together with GTT, Applicants) filed an application pursuant to section 63.03 of the Commission’s rules1 seeking approval to transfer control of WBS to GTT. WBS Connect, L.L.C., a privately-held Colorado limited liability company, provides a variety of services on a nationwide basis, including IP transport service involving private line connections between customers and ISPs or between data centers as a telecommunications service. GTT, a Delaware corporation, provides, through its subsidiaries, wide-area network and wireless mobility services to more than 300 enterprise, government and carrier clients in over 70 countries, worldwide. GTT’s direct, wholly owned subsidiary, GTT Americas, is a Virginia corporation that provides point to point private line, Ethernet and IP data connectivity services to carriers, service providers, system integrators, government agencies and medium to large sized enterprises. Universal Telecommunications, Inc. (Universal) (27%), a Delaware corporation, and Anegada Master Fund Limited (Anegada), a California fund, Tonga Partners, L.P. (Tonga), a California fund, and Tonga Partners QP, L.P., a California limited partnership fund (together, Funds) (collectively, 22%) are the ten percent or greater equity interest holders in GTT. H. Brian Thompson, a U.S. citizen and Chairman, President and CEO of Universal, holds the majority of the outstanding common stock of Universal, with the remainder of the stock held by members of his family. Cannell Capital LLC, a California limited liability company, acts as the investment advisor to Anegada and is the general partner of, and investment advisor to, Tonga and Tonga QP. J. Carlo Cannell, a U.S. citizen, is the sole managing member of Cannell Capital LLC and possesses the sole power to vote the disposition of all securities of GTT held by Funds. Applicants state that no other persons or entities that hold a 10 percent or more of the outstanding equity interest in GTT. 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. On November 10, 2009, Applicants filed a supplement to their Application. Pursuant to the terms of a Purchase Agreement (Agreement) by and among GTT's direct, wholly- owned operating subsidiary, Global Telecom & Technology Americas, Inc. (GTT Americas), GTTEMEA, Limited (GTT-EMEA), WBS and the affiliates and owners of WBS, GTT Americas intends to purchase all of the membership interests in WBS in exchange for cash and securities, subject to adjustment. As a result, GTT will become the new ultimate parent company of WBS.2 Applicant asserts that the proposed transaction is entitled to presumptive streamlined treatment under section 63.03(b)(2)(i) of the Commission’s rules and that a grant of the application will serve the public interest, convenience, and necessity.3 Domestic Section 214 Application Filed for the Transfer of Control of Global Telecom & Technology, Inc., to WBS Connect, L.L.C., WC Docket No. 09-202 (filed Nov. 02, 2009). 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 November 24, 2009, and reply comments on or before December 1, 2009. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day after the date of this notice.4 Comments must be filed electronically using (1) the Commission’s Electronic Comment Filing System (ECFS) or (2) the Federal Government’s e-Rulemaking Portal. See 47 C.F.R. § 63.03(a) (“All comments on streamlined applications shall be filed electronically . . . .”); Electronic Filing of Documents in Rulemaking Proceedings, 63 FR 24121 (1998). § Comments may be filed electronically using the Internet by accessing the ECFS, http://www.fcc.gov/cgb/ecfs/, or the Federal e-Rulemaking Portal, http://www.regulations.gov. Filers should follow the instructions provided on the website for submitting comments. § For ECFS filers, if multiple docket or rulemaking numbers appear in the caption of this proceeding, filers must transmit one electronic copy of the comments for each docket or rulemaking number referenced in the caption. In completing the transmittal screen, filers should include their full name, U.S. Postal Service mailing address, and the applicable docket or rulemaking number. Parties may also submit an electronic comment by Internet e-mail. To get filing instructions, filers should send an e-mail to ecfs@fcc.gov and include the following words in the body of the message, “get form.” A sample form and directions will be sent in response. 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 Pursuant to the Agreement, GTT Americas will also purchase all of the equity of WBS's affiliate, TEK Channel Consulting, LLC, an entity that is not authorized by the Commission to provide telecommunications services. GTT Americas' affiliate, GTT-EMEA, will also purchase all of the equity of a subsidiary of WBS, WBS Connect Europe, Limited, also an entity that is not authorized by the Commission to provide telecommunications services. 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. 2) Tracey Wilson-Parker, Competition Policy Division, Wireline Competition Bureau, tracey.wilson-parker@fcc.gov; 3) Dennis Johnson, Competition Policy Division, Wireline Competition Bureau, dennis.johnson@fcc.gov; 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 Tracey Wilson-Parker at (202) 418-1394 or Dennis Johnson at (202) 418-0809. - FCC -