Electronic Comment Filing System

SWIDLER BERLIN^^^ VIA COURIER June 1,2005 Ms. Marlene H. Dol :h, Secreta Federal Communications Comn Wireline Competition Bureau P.O. Box 358145 Pittsburgh, PA 15251-5145 The Washington Harbour bMkhlIlP&Rrn 3000 K Street. N.W.. Suite 300 Washington, D.C. 2000751 16 Phone 202.424.7500 Fax 202.424.7647 ww.rwidlaw.com Y ssion Re: In the Matter of Supra Telecommunications and Information Systems, he., Transferor, and FDN Supra, LLC, Transferee, Application For Authority Pursuant to Section 214 of the Communications Act of 1934, as Amended, for the Transfer of Control of an Authorized US. International and Domestic Communications Common Carrier Dear Ms. Dortch: On behalf of Supra Telecommunications and Information Systems, Inc. (?Supra?) and FDN Supra, LLC (together, ?Applicants?), enclosed for filing is an application for Commission approval for a transfer control of Supra. Pursuant to Section 63.04(b) of the Commission?s rules, Applicants submit this filing as a combined domestic section 214 transfer application and international section 214 transfer application (?Combined Application?). Applicants are simultaneously filing the Combined Application electronically via the International Bureau?s Electronic Filing System (?MyIBFS?). Applicants also submit a completed Fee Remittance Form 159 and check in the amount of $895.00, to the Federal Communications Commission, which satisfies the filing fee required for this Application under line 2.b of Section 1.1 105 of the Commission?s rules. A copy of the Fee Remittance Form 159 is being submitted to the Mellon Bank in Pittsburgh, Pennsylvania along with the Application. Please do not hesitate to contact us if you have any questions regarding this filing. Respectfully submitted, Catherine Wane Douglas D. Orvis I1 Bren P. Ferenchak Counsel to Applicants Enclosure WASHINGTON, D.C. - NEW YORK. NY - (I) LOCKBOX Y 358145 . . . . . . . . . IF MORE rn OX MPIKM, USL carnunoti smmx (FORM 15p-c) COVPm bCCnOY BELOW FOR UCU SERYICE. IF MORE BOXES AiU NEEDED. USC COYlXWAnON SIEET (13) APPLICANT NAME SPECIAL USE ONLY FCC USE ONLY Supra Telecommunications and Information Systems, Inc. 2901 S.W. 149th Avenue (14) STREET ADDRESS LINE NO. I (15) STREET ADDRESS LINE NO. 2 (2) PAYER NAME (if pl)mg by mdil cud I~DI "MI cirUy u ii SQ~W$ 011 thr cud) Swidler Berlin LLP (3) TOTAL AMOUNT PAID (U.S. Doh md *nu) 895.00 .._. .. COMPLE'E2 SLcnON C FOR UCB SERE??. IF MORE BOXES ARE NEEDED, USE CO"VAn0N Sm (23A)CALL SIGNIOTHER ID 1 (24A)PAYMENT TYPE CODE I (ZJA.)OUANTITY (6) CITY Washington (1) STATE (a) ZIP CODE DC 20007-5116 (9) DAYTIME TELEPHONE NUMBER (include UII code) (202) 424-7500 I I SECnON D - CERIIRCAnON CERTlFlCAnON STA3EMENT l,M. Renee Britt , Cenify under pndry of QtrjuV that Ulr fortgoing md iupp0nin.l inlormation is uuc md comc~ to DATE June 1, 2005 nON E - CWDTI CAR D PAYMENT INFO RMAnpci MASTERCARD - VISA __ AMEX __ DISCOVER - ACCOUNT NUMBER EXPIRATION DATE I krrby aulldzr thc FCC 10 chr my mdii ud for Lhhr urviu(r) aulhonnlion krrin dcmikd. (IO) COUNTRY CODE (if no1 in U.S.A.) SIGNATURE DATE FCC FORM 159 FEBRUARY lW3 (REVISED) SEE PUBLIC BURDEN ON REVERSE (16) CITY Miramas (17)STATE (I8)ZIPCODE FL 33027 (19) DAYTIME TELEPHONE NUMBER (include am ccdc) (786) 455-4200 (20) COUNTRY CODE (if not m U.SA.) I CUT ~ .. 1 (26A)FEE DUE FOR (PTC) 895.00 (27A) TOTAL FEE FCC USE ONLY 895.00 (28A)FCC CODE I (29A)FCC CODE 2 (23b) CALL SlGNlOTHER ID (26B)FEE DUE FOR (PTC) (14B)PAYMENT TYPE CODE (2SB)QUANTITY (27B)TOTAL FEE FCC USE ONLY (28B)FCC CODE I (29B)FCC CODE 1 Before the FEDERAL COMMUNICATIONS COMMlSSlON Washington, D.C. 20554 In the Matter of Supra Telecommunications and Information Systems, he., Transferor and FDN Supra, LLC Transferee Application For Authority Pursuant to Section 214 of the Communications Act of 1934, as Amended, for the Transfer of Control of an Authorized U.S. International and Domestic Communications Common Carrier 1 1 1 1 ) ) 1 File No. ITC-T/C-2005 1 1 WC Docket No. 05 1 ) 1 1 1 APPLICATION I. INTRODUCTION A. Summary of Transaction Supra Telecommunications and Information Systems, Inc. (?Supra?) and FDN Supra, LLC (?FDN Supra? or the ?Purchaser?) (together, with Supra, the ?Applicants?), through their undersigned counsel and pursuant to Section 214 of the Communications Act, as amended, 47 U.S.C.A. 5 214, and Sections 63.04 and 63.24(e) of the Commission?s Rules, 47 C.F.R. $8 63.04 & 63.24(e), hereby respectfully request that the Commission pant authority, to the extent it deems it required, for a transaction wherein Supra will become 50 percent owned by the Purchaser. As described below, because this transaction is purely a stock acquisition, the proposed transaction will not result in any immediate change in the rates, terms, or conditions of the services provided to existing Supra customer. However, the Applicants expect that the transaction will enable Supra to emerge from bankruptcy as a more effective competitor offering high quality, affordable telecommunications services to U.S. consumers. Accordingly, the Applicants respectfully submit that the proposed transaction will serve the public interest. B. Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Sections 63.03 and 63.12 of the Commission?s Rules. 47 C.F.R. $6 63.03, 63.12. With respect to the domestic authority, this Application is eligible for streamlined processing pursuant to Section 63,03(b)(2)(i) because, immediately following the transactions: (1)Applicants and their affiliates (as defined in Section 3(1) of the Communications Act - ?Affiliates?) combined will hold less than a ten percent (10%) share of the interstate, interexchange market; (2) to the extent that Applicants or their Affiliates provide U.S. local exchange services or exchange access services, those services are provided only in geographic areas served by a dominant local exchange carrier that is not a party to the transaction; and (3)none of the Applicants or their affiliates is dominant with respect to any US. domestic telecommunications service. With respect to international authority, this Application is eligible for streamlined processing pursuant to Section 63.12(a)-(b) of the Commission?s Rules. 47 C.F.R. 5 63.12(a)-@). In particular, Section 63.12(c)(1) is inapplicable because none of the Applicants is affiliated with any foreign telecommunications carriers except for foreign telecommunications carriers that qualify for a presumption of non-dominance pursuant to Section 63.10(a)(3) of the Commission?s Rules, and none of the scenarios outlined in Section 63.12(~)(2)-(4) of the Commission?s Rules applies. This Application is Eligible for Streamlined Processing 2 In support of this Application, Applicants state as follows: 11. DESCRIPTION OF APPLICANTS A. Supra is a facilities-based national Alternative Local Exchange Carrier (?ALEC?) targeting the consumer market. Based in Miami, Florida, in 1997 Supra became one of the first companies in South Florida to provide residential and business customers a choice in the selection of their ?local telephone company.? Today, Supra is one of Florida?s largest residential competitive local provider. The company?s vision is to extend to all parts of the country the same freedom of choice that Supra now provides to its customers in Florida and New York. Supra is licensed in seven states to provide intrastate local and long distance telecommunications services. Supra holds domestic and international Section 214 authority granted by the Commission. (See File Numbers ITC-214-199770207-00068 and 1TC-214-20020903-00451.) Supra Telecommunications and Information Services, Inc. B. FDN Supra, LLC FDN Supra, LLC (?FDN Supra?) is a Florida limited liability company, established as a holding company, with its principle place of business located at 2301 Lucien Way, Ste. 200, Maitland, FL 32751. FDN Supra is wholly owned by Florida Digital Networks, Inc. d/b/a FDN Communications (?FDN). FDN is competitive local exchange carrier in the state of Florida. Through its subsidiary (and affiliate of FDN Supra, LLC), Southern Digital Network, Inc. d/b/a FDN Communications (?SDN?) (FDN and SDN together, ?FDN Communications?), FDN Communications provides telecommunications services in eight (8) southeastern states. FDN Communications holds domestic and international Section 214 authority granted by the Commission. (See FCC File No. 1TC-214-19980605-00387 (Old File NO. ITC-98-443) (July 30,1998).) 3 111. DESCRIPTION OF THE TRANSACTION The Applicants have agreed to a transaction wherein FDN Supra would acquire 50 percent of the stock of Supra. Customers of Supra will not be affected by this change of control. Because this transaction is strictly a stock transaction, the issuance and sale of new stock and the transfer of control will not result in any change in rates or terms of service to Supra?s existing customers. IV. PUBLIC INTEREST CONSIDERATIONS Applicants respectfully submit that the proposed transaction serves the public interest. Supra has provided a choice for consumers of high quality, affordably priced telecommunications services since 1997. The proposed transaction will place Supra in a stronger position to continue offering consumers a selection of valuable telecommunications services. In particular, Applicants submit that: (I) the proposed transaction will not adversely affect Applicants? managerial or technical qualifications, and will enhance the financial qualifications of Applicants; (2) the proposed transaction will benefit consumers in the U.S. telecommunications market by providing Supra with access to Purchaser?s capital and management expertise, which will make Supra a more vibrant competitor; and (3) the proposed transaction will assure that there is no disruption of service and will be virtually transparent to existing customers of Supra. At the same time, however, the proposed transaction will give Supra?s customers the added benefit that will come with Supra?s strengthened capital position following the proposed transaction. Supra will be better positioned to continue to compete against the larger, better- capitalized incumbent providers, and can revitalize its business plan to bring lower cost, competitive services to consumers. The proposed transaction is, therefore, expected to invigorate competition and to help to ensure that customers continue to have a competitively active and A financially viable alternatives in the business and residential communications marketplace. Because the proposed transaction is expected to reduce Supra's impediments to growth and will provide Supra's customer$ with a wider variety of telecommunications services, Applicants hope to complete the proposed transaction as quickly as possible. V. INFORMATION REQUIRED BY SECTION 63.24(e) Pursuant to Section 63.24(e) of the Commission's Rules, the Applicants submit the following information requested in Section 63.18 (a)-(d) and (h)-@) in support of this Application: (a) Name, address and telephone number of each Applicant: Supra Telecommunications and Information Systems, Inc 2901 S.W. 149"Avenue Miramar, FL 33027 (786) 455-4200 (Tel) (786) 445-4600 (Fax) FDN Supra, LLC 2301 Lucien Way, Ste. 200 Maitland, FL 32751 (407) 835-0460 (Tel) (407) 835-0309 (Fa) (b) Jurisdiction of Organizations: Supra is a corporation formed under the laws of the State of Florida. FDN Supra is a corporation formed under the laws of the Cayman Islands. (e) Correspondence concerning this Application should be sent to: Catherine Wang Douglas D. Orvis I1 Brett P. Ferenchak Swidler Berlin LLP 3000 K Street, NW, Suite 300 Washington, DC 20007-51 16 (202) 945-6941 (Tel) CWang@swidlaw.com (Email) DDOrvis@swidlaw.com (Email) BPFerenchak@swidlaw.com (Email) (202) 424-7645 (Fa) (d) Supra holds domestic and international Section 214 authority, with FCC File Numbers ITC-214-19970207-00068 and ITC-214-20020903-00451. While FDN Supra does not hold domestic and international Section 214 authority, FDN Supra?s parent company, FDN. holds domestic and international Section 214 authority, with FCC File No. ITC-214-19980605-00387 (Old File No. ITC-98-443) (July 30, 1998). SDN operates under the Section 214 authority held by its parent, FDN. (h) Ownership of Proposed Purchaser (1) The following entities will own or control ten percent (10%) or more of the equity of Supra Telecommunications and Information Systems, Inc.: Name: H.I.G. Supra, LLC? Address: 1001 Brickell Bay Drive Citizenship: Delaware Percentage Owned: 50% Principal Business: Investments Name: FDN Supra, LLC Address: Citizenship: Cayman Islands Percentage Owned: 50% Principal Business: Telecommunications Miami, FL 33131 2301 Lucien Way, Suite 200 Maitland, FL 32751 I On or about February 18,2005, the Commission was notified of the pro forma transfer of control of Supra from H.I.G. Supra, Inc. to H.I.G. Supra, LLC. 6 No other entity will hold a direct investment in Supra that will result in the ownership or control of ten percent or more of the equity of Supra. The following entity directly or indirectly owns ten percent (1 0%) or more of the equity of FDN Suora. LLC: (2) Name: Address: Florida Digital Network, Inc. (?FDN) 2301 Lucien Way, Suite 200 Maitland, FL 32751 Citizenship: US. Percentage Owned: 100% Principal Business: Telecommunications The following entities, directly or indirectly, own or control ten percent (10%) or ~ more of the equity of m: Name: Address: Citizenship: Percentage Owned: Principal Business: Name: Address: Citizenship: Percentage Owned: Principal Business: Name: Address: Citizenship: Percentage Owned: Principal Business: M/C Venture Partners V, L.P. (?MCVP V?) 75 State Street, Suite 2500 Boston, MA 02109-1829 U.S. approximately 49% Private Equity Venture Fund Centennial Ventures VU, L.P. (?Centennial VU?) 1428 Fifteenth Street Denver, CO 80202 US. approximately 12.7% Private Equity Venture Fund Columbia Capital 111, LLC (?CC III?)? 201 North Union Street, Suite 300 Alexandria, VA 22314 U.S. 12.85% General Partner CC I11 is the general partner of Columbia Capital Equity Partners 111 (QP), L.P., which directly owns 6.93% 2 of the equity of FDN, and the general partner or managing member of various other funds that are the members of Columbia FDN Partners 111, LLC, which directly owns 5.92% of the equity of FDN. As a result, CC 111 has indirect ownership of 12.85% of the equity of FDN. None of the intervening entities own or control 10% of the equity of Supra under the Commission?s methodology for determining indirect interest in communications companies. MCVP V is controlled by its general partner as follows: Name: M/c VP v, L.L.C. Citizenship: us. Interest Held: General Partner Principal Business: Investment Address: 75 State Street, Suite 2500 Boston, MA 02 109-1 829 The limited partners of MIC Venture Partners V, L.P. (and affiliated funds) consist of institutional and other investors. Based on the Commission?s methodology for determining indirect interest in communications companies, none of the limited partners in these entities will hold percent or more of the equity of Supra. Centennial VI1 is controlled by its general partner as follows: Name: Centennial Holdings VII, LLC3 Address: 1428 Fifteenth Street Denver, CO 80202 Citizenship: us. Interest Held: General Partner Principal Business: Investment The limited partners of Centennial Ventures VII, L.P. consist of institutional and other investors. Based on the Commission?s methodology for determining indirect interest in communications companies, none of the limited partners in these entities will hold percent or more of the equity of Supra. The following individuals control M/C VP V. L.L.C.: Names: James F. Wade4 David D. Croll? Peter H.O. Claud9 Matthew J. Rubins Citizenship: us. Interest Held: Managers Principal Business: Individuals No entity owns or controls Columbia Capital 111, LLC No entity owns or controls Centennial Holdings VII, LLC Centennial Holdings is also the sole general partner of Centennial Entrepreneurs Fund VIIl, L.P., which hold a 0.18% interest in FDN. Centennial Holdings, therefore, controls 12.85% of FDN through the two funds. These individuals also indirectly conool other afiiliated funds that hold the following interests in FDN: MedidCommunications Partners 111 Limited Pannership (6.63%), Chesmut Venture Partners, L.P. (2.45%) and WCI Investors L.L.C. Accordingly, these individuals indirectly control, through various venture funds, 59.29% of Supra pursuant to the Commission?s methodology for determining indirect interest in communications companies. 3 8 (3) The following entities will own or control ten percent (10%) or more of the equity of H.I.G. Supra. LLC. Name: H.1.G. Supra, Inc. Address: 1001 Brickell Bay Drive Citizenship: Cayman Islands Percentage Owned: 77.5% Principal Business: Investments Name: Alexander Enterprise Holdings Corp. Address: Citizenship: British Virgin Islands Percentage Owned: 20% Principal Business: Investments Miami, FL 33 13 I 11 14 Avenue of the Americas, 41'' Floor New York, NY 10036 The following entities will own or control ten percent (10%) or more of the equity of H.I.G. Suura, Inc.: Name: Address: 1001 Brickell Bay Drive Citizenship: Delaware Percentage Owned: Approximately 68% Principal Business: Investments Name: Alexander Enterprise Holdings Corp. Address: Citizenship: British Virgin Islands Percentage Owned: Approximately 25% Principal Business: Investments No limited partner has a lo?? or greater interest in H.I.G. Capital Partners H.I.G. Capital Partners III, L.P Miami, FL 33131 11 14 Avenue of the Americas, 41'' Floor New York, NY 10036 111, L.P. The following entity is the General Partner of H.I.G. Capital Partners 111, L.P. Name: H.I.G. Advisors 111, LLC Address: 1001 Brickell Bay Drive Citizenship: Delaware Percentage Owned: less than 1% Principal Business: Investments Miami, FL 33131 9 The following entities will own or control ten percent (10%) or more of the equity of H.I.G. Advisors 111. LLC. Name: Address: Citizenship: Percentage Owned: Principal Business: Name: Address: Citizenship: Percentage Owned: Principal Business: Name: Address: Citizenship: Percentage Owned: Principal Business: Name: Address: Citizenship: Percentage Owned: Principal Business: Anthony Tamer 104 Paloma Avenue Coral Gables, FL 33143 USA 10% Managing Director Kactus Investment Corporation 104 Paloma Avenue Coral Gables, FL 33143 Cayman lslands 40% Investments Sami Mnaymneh 221 Costanera Road Coral Gables, FL 33143 USA 10% Managing Director Sami Mnaymneh 2002 Children's Trust' 104 Paloma Avenue Coral Gables, FL 33143 Florida 40% Investments The following entity will own or control ten percent (10%) or more of the equity of Kactus Investment Cornoration: Name: Tamer Family Trust6 Address: 104 Paloma Avenue Citizenship: Florida Percentage Owned: 100% Principal Business: Investments Coral Gables, FL 33 143 The sole trustee, and thus control ofthe trust, is Sami Mnaymneh, whose information is provided above. The sole trustee, and thus control ofthe trust, is Anthony Tamer, whose information is provided above. 5 6 The following entity will own or control ten percent (1 0%) or more of the equity of Alexander Holdines, Inc.: Name: Berggruen Holdings Ltd Address: Citizenship: British Virgin Islands Percentage Owned: 100% Principal Business: lnvestments 11 14 Avenue of the Americas, 41" Floor New York, NY 10036 The following entity will own or control ten percent (10Y0) or more of the equity of Bereeruen Holdines Ltd.: Name: The Tarragona A Trust Address: 11 14 Avenue of the Americas, 41'' Floor New York, NY 10036 Citizenship: British Virgin Islands Percentage Owned: 100% Principal Business: Investments The following entity serves as the trustee of The Tarragona A Trust: Name: Maitland Trustees Limited Address: Falcon Cliff, Palace Road Douglas, Isle of Man British Isles, IM2 4LB Citizenship: British Virgin Islands Percentage Owned: Trustee Principal Business: Trust Services Maitland Trustees Limited is controlled by the Maitland Group, a privately held British Virgin Island company, which does not have any majority shareholder whose interest could be considered a 10 percent or greater interest in Supra. No other entity has a ten percent or greater direct or indirect interest in Supra Supra does not have any interlocking directorates with a foreign carrier The Purchaser does not have any interlocking directorates with a foreign carrier. Supra certifies that it is not a foreign carrier. The Purchaser certifies that it is not a foreign carrier. (i) 11 The Applicants certify that they do not seek to provide international telecommunications services to any destination country where: (1) An Applicant (or an affiliate) is a foreign carrier in that country; or (2) (3) (4) an Applicant (or an affiliate) controls a foreign carrier in that country; or any entity that owns more than 25 percent of an Applicant, or that controls an Applicant, controls a foreign carrier in that country; or two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate, more than 25 percent of an Applicant and are parties to, or the beneficiaries of, a contractual relationship affecting the provision of marketing or international basic telecommunications services in the United States. Not Applicable. Not Applicable. Not Applicable. The Applicants certify that they have not agreed to accept special concessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future. The Applicants certify that they are not subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1998. See 21 U.S.C. 5 853a. See also 47 C.F.R. $9 1.2001-1.2003. Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.12(a)-(b) of the Commission?s Rules, 47 C.F.R. §63.12(a)-(b). In particular, Section 63.12(c)(1) is inapplicable because none of the Applicants is affiliated with any foreign telecommunications carriers except for foreign telecommunications carriers that qualify for a presumption of non- dominance pursuant to Section 63.10(a)(3) of the Commission?s Rules, and none of the scenarios outlined in Section 63.12(~)(2)-(4) of the Commission?s Rules applies. VI. INFORMATION REOUIRED BY SECTION 63.04 In lieu of an attachment, pursuant to Section 63.04(b) of the Commission?s, 47 C.F.R. 5 63.04@), Applicants submit the following information in support of their request 12 for domestic Section 214 authority in order to address the requirements set forth in Sections 63,04(a)(6)-(12) of the Commission?s Rules. 47 C.F.R. $5 63.04(a)(6)-(12). (a)(6) A description of the proposed transaction is set forth in Section 111 above. (a)(7) Supra is licensed to provide local and/or long distance competitive telecommunications services in California, Colorado, Florida, Georgia, Illinois, New York and Texas. Supra cumently provides competitive local and long distance services in New York and Florida, to residential consumers. All of the services provided by Supra and its affiliates are competitive in nature and neither Supra nor any of its affiliates holds a dominant position in any market. H.I.G. does not provide telecommunications services. H.I.G. is affiliated with T- Netix Communications Services, Inc. and Evercom Systems, Inc. Both of these affiliated entities provides competitive resold wireline long distance services to inmates pursuant to state and FCC authorizations. All of the services provided by T-Netix Communications Services, Inc. and Evercom Systems, Inc. are competitive in nature and neither Supra nor any of its affiliates holds a dominant position in any market. FDN Supra does not provide telecommunications services. FDN Supra is owned by FDN, which provides competitive local exchange and interexchange services in Florida. FDN also owns a subsidiary, SDN which provides competitive local exchange and interexchange services in Alabama, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee. The services provided by FDN and SDN are competitive in nature and neither FDN nor SDN holds a dominant position in any market. (a)@) Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.03 of the Commission?s Rules, 47 C.F.R. 563.03. In particular, with respect to domestic authority, this Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) because, immediately following the transaction: (1) Applicants and their affiliates (as defined in Section 3(1) of the Communications Act - ?Affiliates?) combined will hold less than a ten percent (10%) share of the interstate, interexchange market; (2) Applicants and their Affiliates will provide local exchange service only in areas served by dominant local exchange carriers (none of which are parties to the proposed transaction); and (3) none of the Applicants or their Affiliates is dominant with respect to any telecommunications service. (a)(9) Through this Application, Applicants seek authority with respect to both international and domestic Section 214 authorizations (this Application is being separately and concurrently filed with respect to both types of authorities in compliance with Commission Rule 63.04(b), 47 C.F.R. 5 63.04@)). 13 (a)(IO) Prompt completion of the proposed transaciion is critical to ensuring that Applicants can obtain the benefits described in the foregoing Application. Accordingly, Applicants respectfully request that the Commission approve this Application expeditiously in order to allow Applicants to consummate the proposed transaction as soon as possible. (a)(ll) Not applicable. (a)(l2) A statement showing how grant of the Application will serve the public interest, convenience, and necessity is provided in Section IV above. VII. CONCLUSION For the reasons stated above, Applicants respectfully submits that the public interest, convenience, and necessity would be furthered by a grant of this instant Application. The Applicants respectfully request expedited approval to permit the proposed transaction described herein to be consummated consistent with the completion as soon as possible Respectfully submitted, Catherine Wang Douglas D. Orvis I1 Bren P. Ferenchak SWIDLER BERLM LLP 3000 K Street, NW, Suite 300 Washington, DC 20007-5 I 16 (202) 424-7500 (Tel) (202) 424-7645 (Fax) CWang@swidlaw.com (Email) DDOrvis@swidlaw.com (Email) BPFerench&@swidlaw.com (Email) Dated: June 1,2005 14 Verifications VERIFICATION STATE OF CITY OF I, Brian Chaiken, being first duly sworn, state that I am Executive VP of Legal Affairs of Supra Telecommunications and Information Systems, Inc., an Applicant in the foregoing Application; that I am authorized to make this Verification on behalf of Supra Telecommunications and Information Systems, Inc.; that the foregoing Application was prepared under my direction and supervision; and that the contents are true and correct to the best of my knowledge, information, and belief. 1 Supra Telecommunications and Information Systems, Inc. 76 Sworn and subscribed before me this day of April, 2005. Si9-q 7 Notary Public I My commission expires JU@. 4, accg VERIFICATION STATE OF CITY OF I, Matthew J. Feil, being first duly sworn, state that I am General Counsel of Florida Digital Network, Inc., an Applicant in the foregoing Application; that 1 am authorized to make this Verification on behalf ofFlorida Digital Network, Inc.; that the foregoing Application was prepared under my direction and supervision; and that the contents are true and correct to the best of my knowledge, information, and belief. Matthew I. Feil General Counsel Florida Digital Network, Inc. Sworn and subscribed before me this & f% ay of April, 2005. MY commission expires 11- 4-07' FCC (tmm)