20171128Application.pdf

EIGHTY PINE STREET
NEw YoRK. N.Y. 10005-1702(212) 70t_3000FAX (2 I 2) 269-5420
C.lnrlr GonnoN & RrrNnEL LLP
Surre 950
1990 K SrReer, N.W.
WesurNcroN, D.C. 20006- I l8l
TELEPHONE [phone]
FACSTMTLE (866) 8t4-6582
ANGELA F. Colllxs I ZOZaAZamO I acollins@cahill,com
November 27,2017
","ffH$glyffp
(0 I I ) 44 20 7920 9800
2011 H0-V 28 AH 9:07
!:l;li'if- PdBLIC
1: 1"r!s-i)oil{MlssloN
-o I
Via Federal Exnress ba?--a - la
Diane Hanian
Commission Secretary
Idaho Public Utilities Commission
PO Box 83720
Boise, Idaho 83720-007 4
Application of Birch Communications, Inc. for a Certificate of Public
Convenience and Necessity to provide local and long distance
telecommunications service in Idaho
Dear Secretary Hanian
Birch Communications, Inc. (the "Applicant") hereby encloses an original (unbound and
unstapled) and seven (7) copies of the PUBLIC version of its Application for a Certificate of
Public Convenience and Necessity to provide local and long distance telecommunications
service in Idaho ("Application"). Also enclosed are an original (unbound and unstapled) and
seven (7) copies of a Request for Trade Secret Treatment. The enclosed Application includes
TRADE SECRET information. Pursuant to Rules 61 and 67 of the Rules of Procedure of the
Idaho Public Utilities Commission, the pages containing the trade secret information are
reproduced on yellow paper and have been separated from the non-trade secret portion of the
Application. Each page is marked "CONFIDENTIAL."
Please date stamp the extra copy of the Application and Request for Trade Secret
Treatment, and return them in the enclosed envelope. If you have any questions concerning this
matter, please contact the undersigned.
Respectfully submitted,
Re:
fr^&/"-(,tUV
Angela F. Collins
Counsel for Birch Communications, Inc
Enclosures
Birch's Application to Provide Service
Angela F. Collins
Cahill Gordon & Reindel LLP
1990 K Street NW, Suite 950
Washington, DC 20006
202-862-8930 (telephone)
866-8 I 4-65 82 (facsimile)
[e-mail]
Counsel for Birch Communications, Inc.
Application of Birch Communications, Inc. for
a Certificate of Public Convenience and
Necessity to provide local and long distance
telecommunications service in Idaho
PUBLICVERSION
REC E IVE D
2$rI riilv 28 AH 9 09
1r-r,r,l ii) IriJ I";1.. Iiji ;i-;'; ii lL CCfi{!,.i1 t:
rJ SICI{
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
)
)
)
)
)
)
DOCKET NO.
BtA-T- t2-\1
APPLICATION FOR CERTIFICATION
Pursuant to the rules of the Idaho Public Utilities Commission (the "Commission"), Birch
Communications, Inc. ("Birch" or "Applicant") respectfully applies for a Certificate of Public
Convenience and Necessity to provide basic local exchange and interexchange service in Idaho
pursuant to Commission Order No. 26665. In support of this Application, Applicant submits the
following information :
I. Proposed Services
Birch will offer local exchange and long distance services statewide within the state of
Idaho in the territory of CenturyLink and Frontier. Birch will offer resold services and will own
no facilities in Idaho. Birch currently is authorized to provide local exchange and interexchange
services in 12 states. Affiliates of Birch are authorized to provide local exchange and/or
interexchange services in all other states and the District of Columbia. Birch's affiliate, Ionex
Communications North, Inc. ("Ionex"), currently is authorized to provide local exchange and
long distance services in Idaho. Birch is filing this Application in connection with an intemal
1Birch's Application to Provide Service
PUBLICVERSION
corporate reorganization pursuant to which Birch will serve large business customers in Idaho
and Ionex will serve residential and single-line business customers in Idaho.
II. Form of Business
1. Name, Address and Form of Business: Birch Communications, Inc. is a
Georgia corporation with headquarters located at 320 Interstate North Pkwy SE, Atlanta, GA
30339. Birch's articles of incorporation are attached as Exhibit A. Birch is in the process of
registering with the Idaho Secretary of State, and will supplement its Application once received.
2, If the applicant is a corporation, a short statement of the character of public
service in which it may engage: Birch is authorized to engage in all lawful activities, including
the provision of telecommunications services.
3. Principal business address within ldaho: None
4. Name and address of registered agent for service in Idaho:
Birch's registered agent for service in Idaho is:
Corporation Service Company
12550 West Explorer Drive, Suite 100
Boise, ID 83713
5. The names and addresses of ten common stockholders of applicant owning
the greatest number of shares of common stock and the number of such shares owned by
each, as follows: Birch Communications, Inc. is wholly owned by Birch Communications
Holdings, Inc. The following are the major stockholders in Birch Communications Holdings,
Inc.
(1) R. Kirby Godsey, a U.S. citizen, owns24o/o of Birch Communications Holdings, Inc.
(2) Holcombe T. Green, Jr., a U.S. citizen, owns 620/o of Birch Communications
Holdings, Inc. Mr. Green also holds another 3.5% of Birch Communications Holdings,
Inc. as the Trustee of various annuity trusts.
2Birch's Application to Provide Service
PUBLIC VERSION
Mr. Godsey and Mr. Green can be reached at:
3060 Peachtree Road NW
Suite 1065
Atlanta, GA 30305
404-926 -221 0 (telephone)
6. Names and addresses of the officers and directors of Applicant:
Please see Ex[ibit B.
7. Name and address of any corporation, association, or similar organization
holding a Soh or greater ownership or a management interest in the applicant. As to
ownership, the amount and character of the interest must be indicated. A copy of any
management agreement must be attached:
Please see response to question 5 above.
8. Names and addresses of subsidiaries owned or controlled by applicant:
Birch is the parent company of the following entities, which also offer
telecommunications services throughout the United States :
Birch Telecom of Kansas, Inc.
Birch Telecom of Missouri, Inc.
Birch Telecom of Oklahoma, Inc.
Birch Telecom of Texas LTD LLP
Birch Telecom of the Great Lakes, Inc.
Birch Telecom of the South, Inc.
Birch Telecom of the West, Inc.
IONEX Communications South, Inc.
IONEX Communications North, Inc.
IONEX Communications, Inc.
Birch Communications of the Northeast, Inc.
Birch Communications of Virginia, Inc.
Birch Communications of Kentucky, LLC
Cbeyond Communications, LLC
Tempo Telecom, LLC
Ionex Communications North, Inc. is authorized to provide local exchange and
telecommunications services in Idaho.
Birch's Application to Provide Service -J
PUBLIC VERSION
III. Telecommunication Service
1. The date on which applicant proposes to begin construction or anticipates it
will begin to provide service:
Birch plans to start offering service once it is authorized by the Commission.
2. A written description of customer classes and customer service[s] that the
applicant proposes to offer to the public:
As noted above, Birch plans to provide local exchange and interexchange service to large
business customers in Idaho. Ionex Communications North, Inc. will serve residential and
single-line business customers in Idaho.
IV. Service Territory
1. A description sufficient for determining whether service is to be offered in a
particular location; and the names of all incumbent local exchange corporations with
whom the proposed utility is likely to compete:
Birch plans to provide service in the incumbent local exchange carrier ("ILEC")
territories of CenturyLink and Frontier, similar to that currently served by Ionex in Idaho today.
2. Wriffen description of the intended manner of service, for example, resold
services or facilities based. A general description of the property owned or controlled by
applicant:
Birch will not own any switching or other facilities in Idaho, but does utilize facilities and
switches located in other portions of its operating service territory. Birch will utilize a mix of its
own facilities (located in other states), unbundled network elements ("fINEs") or [/NE-
replacement services from ILECs, and other IlEC-provided services to provide local exchange
and interexchange services in Idaho.
4Birch's Application to Provide Service
PUBLIC VERSION
3. A statement describing with whom the applicant is likely to compete:
Birch plans to complete with ILECs such as CenturyLink and Frontier, as well as with
other competitive local exchange carriers such as XO, TW Telecom, and Level 3.
4. A description of the property owned by the applicant clarifies the applicant's
proposed services and operation:
Not applicable.
V. Financial Information
Applicant possesses adequate financial resources to provide the proposed services.
Applicant submits its financial statements as Exhibit C and pursuant to a Request for
Confidential Treatment. Birch is a well-established communications service provider with
decades of experience operating in the U.S. communications market. The financial, technical,
and managerial qualifications of Birch Communications, Inc. are a matter of record with the
Commission, which has reviewed its respective qualifications to operate in connection with
Ionex.
VI. "Illustrative" Tariff Filings
Birch understands tariffs are optional for carriers providing services to business
customers. As set forth above, Birch plans to serve large business customers only in ldaho.
Birch will post a price guide for its business service offerings at www.birch.com.
VII. Customer contacts
1. Person(s) responsible for consumer inquiries and complaints from the public,
as well as complaints, inquiries, and maffers concerning rates and price lists from
Commission Staff:
Sharyl Fowler
Manager, Regulatory Administration
5Birch's Application to Provide Service
PUBLIC VERSION
115 Gateway Drive
Macon, GA 31210
47 8 -47 5 -9800 (telephone)
sharyl. fowler@birch. com
2. A toll-free number for customer inquiries and complaints:
The toll-free number for customer inquiries and complaints is: 866-424-5100.
Complaints also may be submitted to [e-mail].
VI[. Interconnection Agreements
Birch has existing interconnection and commercial agreements with CenturyLink and
Frontier. Ionex also has existing interconnection and commercial agreements with CenturyLink
and Frontier. Birch expects it will utilize those agreements to provide service in Idaho.
IX. Compliance with Commission Rules
Birch has reviewed all of the Commission rules and agrees to comply with them.
X. Escrow Account or Security Bond
1. If a company requires advance deposits by its customers, the company must
submit a signed copy of an escrow account with a bonded escrow agent or a security bond.
The escrow or bond shall be sufficient to meet customer deposit refunds in case of company
default:
Birch does not require advance deposits by its customers. This requirement is therefore
inapplicable.
6Birch's Application to Provide Service
PUBLIC VERSION
WHEREFORE, Birch respectfully requests that the Commission hereby grant its
Application for a Certificate of Public Convenience and Necessity to provide local and long
distance telecommunications service in Idaho.
Respectfully submitted,
BIRCH COMMUNICATIONS, INC.
iUV
Angela F
Cahill Gordon & Reindel LLP
1990 K Street, N.W.
Suite 950
Washington, D.C. 20006
202-8 62-893 0 (telephone)
[e-mail]
Counsel for Birch Communications, Inc.
Dated: November 21,2017
7Birch's Application to Provide Service
PUBLIC VERSION
I HEREBY CERTIFY that I have this 27th day of November, 2017, served the foregoing
Application of Birch Communications, Inc. for a Certificate of Public Convenience and
Necessity to provide local and long distance telecommunications service in Idaho upon all
parties of record in this proceeding, by mailing a copy thereof, properly addressed with postage
prepaid, to:
Diane Hanian
Commission Secretary
Idaho Public Utilities Commission
PO Box 83720
Boise, Idaho 83720-007 4
Angela F
Counsel for Communications, Inc.
Birch's Application to Provide Service
CERTIFICATE OF SERVICE
PUBLIC VERSION
List of Exhibits
Exhibit A Articles of Incorporation
Exhibit B Names and addresses of Officers and Directors
Exhibit C Financial Statements - TRADE SECRET*
x*Submitted pursuant to a Request for Trade Secret Treatment**
Birch's Application to Provide Service
PUBLIC VERSION
Exhibit A
Articles of Incorporation
Birch's Application to Provide Service
STATE OFGEORGIA
Secretary of State
Corporations Division
315 West Tower
#2 Martin Luther Kog, Jr. Dr.
Atlanta, Georgia 30334-1530
CERTIFICATE
OF
A}TENT}MENT
NAME CHANGE
I, Karen C Handel, the Secretary of State and the Corporations Commissioner of
the State ofGeorgia, hereby certify under the seal of my office that
ACCESS INTEGRATED NETWORKS, INC.
a Domestic Profit Corporation
has filed articles/certificate of amendment in the Office of'the Secretary of State on
Agn4l2$0Schanging its name to
BIRCH COMMUNICATIONSO INC'
and has paid the required fees as provided by Title 14 of the Official Code of Georgia
Annotated. Attached hereto is a true and correct copy of said articles/ certificate ol
amendment.
WITNESS my hand and official seal in the City of Atlanta
and the State of Georgia on September 4, 2008
Control l"lo. K616805
Karen C Hanclel
Secretan'of State
d-{&Mz
t
Control No: K616805Date Filed: O9/0rU2008 12:00 AMKaren C Handel
Secretary of State
Karcn Handel
Secretary OfState
Office Of The Secretary Of State
Gorporations Division
Articles Of Amendment
0f
Articles Of lncorporatlon
ttffiil*[jffi-
. ,:,1..
;,,,.
!.ti.
.,ii
::j
:ii
J:r
:
i:
:,1.
::.
Article One
The Name Of The Corporation ls:
Access IntegraEed Networks, fnc.
Adicle Traro
The Corporation Hereby Adopts The Following Amendmenl To Change The I'larne Of The Corporation.
The New Name Of The Corporation ls:
Birch Conrmunications, Inc.
trnel
Attlcle Thres
The Amendment Was Duly Adopted By The Following Method (choose one box only):
The amendment was adopted by the incorporators prior to the issuanbe of shares.
The amendment was adopteel by a sufricient yote of the shareholders.
The amendment was adopted by the board rrf direc{ors without shareholder action as shareholder
action was not required.
Arfi€le four
The Date Of The AdoptionOf The Amendment Was:
_.- Augy:t_lo, 2008 -,. .,,,,.,, ,-
Article Five
The Undersigned Does Hereby Certify That A Nolice To Publish The Fillng Of Artides Of Amendmenl To
Change The Gorporation's Name Along With The Publication Fee Qf $40.00 Has Eeen Fontrarded To The
Legal Organ Of The County Of The Registered Office As Required By O.C.G.A. S14-2-1006.1
Itl WITNESS WHEREOF, the undersigned har erecuted these Aillcles Of Amendment
On September 4 , 2008
(Date)tM.President and CEO
State of Georgia
Expedite Nama Change 1 Page(s)
l llililil lll lllll llill lill[uuluul lllll llil lllll ffi l llil
cD t00
I
!
\
I
IIfitrl0gog€ I (,r&bzbZ
CERTITICATE OTMERCER
OF
^'mmm*. €i4t41
ACCESS INIEGRATED iTETWOnXS, IIIIC.
Rrsuat b Scctioa l+2-t lOs
of thc Gcorgia B"dncsg C,orporaion Code(,GBCC)
Accrys rrtegr8ld Nctclo*r, Inc., a Crcorgia corpraio4 docr ;1666y crtify.thc folloniag factr rotuiag-ro q? ,ocrgcr oi eccc"r Md; c":,; G*,st *rp"#;(,h;"Mcrging Corporetioa), witl ard ido ACC?SS lltcgnrcd ilern orit;. Gr* A,fcfocd) - .
FIRST: Thc oroc and strte of ineorporcion of oach of ttc corporuioas thd ia aprrty b thc Mcrgcr (tlc ,Conrtitrcot Corporations.fis ar follorru:
Neurc. Statc
ACCASS Iatcgratcd Neturodcl, Ina Cieorgie
Acccss Mcrgor Co. Creorgia
' sECoND:. . Thc corporation qr"i$ tho Mcrger k AccEss htcgratrdNctq'orts, troc. (tha'Suwiving Corporation'), which wificoatiauo iti ixistcnca as saia surfuijCorporation uadcr ttc unrs of 'ACCESS lnrcgra&d NGt rcrtn, Inc.i - --
THIRD:
-Thp Articlcs of-Incorpontion o_f Acces Mcrger Co. bcforc thc mergcrshalt bc thc Articlcr of rrrcorporatioo of tho S-uruiving Corporation "fo tfr" 1n*gg1. **r, ri.,flrch Articlcc of Incorporatiou rrc hcrcby emcodcd as Foltqwr:
- By strikiag Articro I &reof ia iu entirety and by mbaiuing h ricuthcrcof tbc followiag article:
'I: Thc nagro of tbc corporaioa ic ACcEss latcgratcd Netrortr, Inc.,
B. By stiking thc first sentc!€c of Articla tr thercof in its eutircty and bystbetiu*iag ia liar tbcrcofthc followiag seateoco:
"Thc corporuion shall have the arthority to iesro not more thal fivc millioo(5,000,000) shares of stoc&, to bc dcsignatcd as comon stocg with " p., "ro. of t 0l pcrsharc.'
I
I
I
,ffI.2t6916rt
Birch-01-0006
i
t
I
I
I
I
I
I
I
I
I
I
i
I
ll '-.
FOt RII* Ao excdcd copy of the Agtcooar and Plro of Merger is on 6lo at
the pciripd cxartirr ofrccs of tbc Surviv'rog Corporation, tocacd at 48tS Rivcnidc Dsive
Ivf&oa, CrGorBiE 3 I 2 10.
Hfnf A copy of ttc ASrccnsat ud Ples of Mcrgcr will bc turrilhcd by thc
Sundving CorporAioa on rcquclt rod without cosq b aoy shardoldcr of thc Suryivilg
Corporation or tha Mergiqg Corpordiot
SDffIt Tto Mcrger was duly rpproved by thc sharelroldcrs of each of tbc
Sr:niving Corpraion and tho Mcrging Corpcaioa
SgVEflIr: A rcquc* for prblicrrior of a notico of 6ling of thir Ccrtificrlc of
Mcrgcrad pr],Egt thcrcforwill bo urdc as rcquircd by Scction l+2-l l05.l0) ofthc GB@.
EIGHTII: lhir ncrgcr $alt bccomc ctrcairro as of I l:59 P.M., lvlacon, &orgir
tinct on Juno 3, 2005.
IN WIINES$UTHEREOB ACCESS ttcgratcO Nctnorkr,Irr;. hes cansod thb ccdificrto
to bc signcd by its duly urtborizcd offccr rr oftlo 3rd day ofJunc 2005.
INC.
Sccrctary
r:e;gl,'lil :. ..t"' "' ...,r,1
bz,l d €- tinr q00z
31VJS JO AUYI.J,J".:.
Acorr Mcacr& - CA-Cclti6cd.ofld.t
LTL,I69rfirl
D.
2
Bhch-o1 -0007
i
Secretary of State
Corporations Division
3{ 5 West Tower
#2 Martin Luther King, Jr. Dr.
Atlanta, Georgia 30334-1 530
CONTROL NUMBERT
EEFECTIVE DATEI
JURISDICTION :
REFERENCE :
PRINT DATE :
EORM NUMEER !
0534249
05 / tL/2005
GEORGIA
0070
05/18/2005
311
JOHN E. ZAMER
1420 PEACHTREE ST., NE
SUITE 8OO
ATLANTA, GA 303093053
CERTIFICAEE OF INCORPORATTON
1, Cathy Cox, Ehe Secretary of State and the Corporations Commissioner of the
State of Georgia, do hereby certify under the sea] of my office that
ACCESS MERGER CO.
A DODdESTIC PROFrI CORPORATTON
has been duly incorporated under the Laws of the State of Georgia on the
effective date stated above by the filing of articles of incorporation in the
Office of the Secretary of State and by the paying of fees as provided by
Title L4 of the Official Code of Georgia Annotated.
wITNESS my hand and official seal in the City of Atlanta
Georgia on the date set forth above.
and the State of
I lilill llllr lil ililI Ilil ltil ililt illrffit ilil
Cathy CoxSecretary of State
Birch-01 -0008
CATHYCOX
Secretary of Stato
oo t{o7 wRrrt rx sr{aDED AnEA. sot t aE oilLY
OFFICE OF SECRETARY OF STATE
coRFoRATrOlrs Dlvrstofl
3'15 Wost Toxror, f2 Mardn Luher Klng, Jr. Drivo
AthnE. Goor€h 30334-1 530
(404) 65S2E17
Rsgistored agsfi. otficor, €ility strtui lnlbrm8lion vh &e Intorlat
hfgrrt**ur. gaoBlaorporaUona.org
TRANSUITTAL I NFOR}IATIOTI
GEORGIA PROFIT OR NONPROFIT CORPORATIO}IS
tlOTlCE TO lP'ruCAr{T: PBNT PtItt{LY OR TYPE REI IHI}ER Of THLt FORI
@ WARREN RARY
Director
ENRICO M. ROBINSON
Assistant Diredor
1 7
oara aro p.lo(
Access Merger Co.
Corprate Nama (Llst oxacrryas it appoaB h artdos)
Z, John E. Zamer [phone]
Namc of porson fillng arilcloc (oertificate will bo mailcd to trls pereoo, at address belor)
1420 Peachtree Str€et, N.E,, Suite 800
Telophone Number
Addrosg
Atlanta,Georgia 30309-3053
Clty zbcad,.
3.
Mail or deliver the following items to the Secretary of $tate, at the above address:
1) This tsanstnitial brm2l Olglnal and one copy ot lh€ Art cbs of lncorpo.afnn3) FlDng f€o of 3100.00 p.!abl. to Sscrotary ol Slato. Flllng fs3 aro NON.GfundaUc.
I canlry that a Notics of Incorporaton or Notlca of lntent to lncorporate wlth a publlcation fes of fi0.00 has been
or wlll be mailed or delivered to tha official organ of the county where the inital registsred office of lhe corporation
is to bg located. (Llst of legal organs is posted at web sito; or, the Clerk of Superior Court can advise you of the
official organ in a parlicular county.)
g tL?tu May 11,2005
Authorized 'ry'*ol-person fi I ing docu ments Date
Requeot certlflcatetr and obtaln entfi lnformatlon vla tho lntcrnet: http:/www.georglacorporatlonr.org
Birch-01 -0009
.:
. t.:\r '!lA ' .;gtIurER.], ., .j-,,.'-.' i.' -,;
DlaIA
t
ARTICLES OF INCORPORATION
OF
ACCESS MERGER CO.
I
The name of the Corporation is:
Access Merger Co.
u
The Corporation shall have authority to issue not more thanone thousand{1,000) shares
of stock, to be designated as Common Stock, with a par value of $.01 per share. The Common
Stock shall have all voting rights under the Georgia Business Corporation Code, and shall be
entitld to receive the net assets of the Corporation upon dissolution.
ItI
The Corporation's initial registercd office shall be in Fulton County. The street address
of the Corporation's initial registered office and the name of its registered agent at that office are:
Holcornbe T. Green, Jr
4295 Club Drive, N.E.
Atlanta, Georgia 30319
ry
The name and address of ttre tncorporator axe:
HolcombeT. Green, Jr.
4295 Club Drive, N.E.
Atlanta, Georgia 30319
v
The mailing address of the initial principal office of the Corporation is:
4295 Club Drive, N.E
Atlanta, Georgia 303li
ATI-2l66t4Evl
Birch-O 1 -0001 0
t
VI
A director of the Corporation shall not be liable to the Corporation or its shareholders for
monetary darnages for breach ofduty ofcare or other duty as a director, except to the extent such
exemptiou from liability or limitation thereof is not permitted under the Georgia Business
Corporation Code as currently in effect or as the same may be hereafter amended. No
amendment, modification or repeal of this Article shall adversely affect any right or protection of
a director 0rat exists at the time of such amendment" modification" or repeal.
vII
Each person who is or wat or had agr*d to become a director or officer of the
Corporation, or each such persoo who is or was serving or who had agreed to serve at the request
of the Board of Directors or an officer of ttre Corporation as an employee or agent of ttre
Corporation or as a director, offi@r, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executors, administrators or estate of such
person), shall be indemnified by the Corporation to the firllest extent permitted by the Georgia
Business Corporation Code or any other applicable laws as presently or hereafter in effect. No
amendment, modification or repeal of this Article shall adversely affect any dght or protection of
a director, officer, employec or agent that exists at the time of such amendment, modification or
repea
vnI
Any issued and outstanding shares of stock of the Corporation which are repurchased by
the Corporation shall become treasury shares which shall be held in treasury by the Corporation
until resold or retired and cancelled in the discretion of the Board of Directors. Any treasury
shares which are retircd and cancelled shall constitute authorized but unissued shares.
D(
Any ac.tion required or permitted to be taken at a shareholders ureeting may be taken
without a me€ting if the action is taken by one or more written consents by persons who would
be entitled to vote at a meeting shares having voting power to cast not less than the minimum
number (or numbers in the case of voting groups) of votes that would be necessary to authorize
or take the action at I meeting at which all shareholders entitled to vote were presert and voted.
IN WTINESS WHEREOF, the Incorporator executes these Articles of lncorporation as
of the 1lth day of May, 2005.
Zamer,
ATI-216,6&48v1
Birch-01-0001 1
for *re Incorporator
PUBLIC VERSION
Exhibit B
Names and addresses of Officers and Directors
The following are officers and directors of Birch Communicationsr lnc.:
R. Kirby Godsey - Chairman of the Board and Director: Dr. Godsey served as President and
CEO of Mercer University for 27 years before being named Chancellor in 2006 by the Board of
Trustees. Dr. Godsey earned his undergraduate degree in history and religion from Samford
University in Birmingham, Alabama. He holds Master of Divinity and Doctor of Theology
degrees from New Orleans Baptist Theological Seminary and a Master of Arts in Philosophy
from the University of Alabama. In 1969, he earned a Ph.D. in Philosophy from Tulane
University. The University of South Carolina, Averett College and Samford University have all
awarded him honorary degrees.
Holcombe T. Green, Jr. - Director: Mr. Green has over thirty years of experience investing in
and growing market-leading public and private businesses. As an entrepreneur, Holcombe
founded Green Capital Investors, a private equity investment management firm and served as the
Chairman, Board Member or Chief Executive Officer of many of Green Capital's portfolio
companies. Mr. Green received his BA from Yale University and his J.D. from the University of
Virginia.
James P. O'Brien - Executive Vice President and Chief Operating Officer: O'Brien has
direct oversight of Birch IT, Cloud, Engineering, and Product Development as well as operations
groups consisting of Order Assurance, Customer Care, Margin Assurance, and Field Operations.
O'Brien is a 20+year communications operations executive and has served in several executive
positions at notable CLECs including Deltacom -now Earthlink- and ICG Communications.
O'Brien comes to Birch from Rise Broadband where he most recently served as Senior Vice
President of Customer Operations and led all Network and Field Operations, Customer Care,
Contact Center and Technical Support groups.
Kevin M. Dotts - Executive Vice President, Chief Financial Officer and Treasurer: Birch
announced the appointment of Kevin Dotts as Executive Vice President and Chief Financial
Officer on February 7, 2017. Dotts oversees all financial operations and investor relations, and
corporate sourcing for the company. Dotts is an expert in driving key corporate growth
initiatives across multiple high-tech industries with over 30 years of experience. Before joining
Birch, Kevin served as Chief Financial Officer of Internap, a Cloud, Hosting, and Colocation
business. Before Intemap, Kevin was Executive Vice President and Chief Financial Officer at
Culligan International in Chicago and Earthlink in Atlanta. Kevin started his career with
financial leadership roles in various domestic and international divisions of GE. Dotts holds a
Bachelor of Science in Finance and Computer Systems Management from Drexel University. He
is based out of the company's Atlanta Operations Center.
Gordon P. Williams, Jr. - Senior Vice President, Secretary and General Counsel: Gordon
"Chuck" Williams is responsible for all legal affairs, including corporate governance, legal
operations, litigation and regulatory compliance at the company. Williams brings 30+ years of
legal leadership experience to Birch. He is a Martindale-Hubbell AV- Preeminent@ rated
Birch's Application to Provide Service
PUBLIC VERSION
attorney with demonstrated expertise in strategic planning and execution to build sustainable
enterprise value, and he has served as Counsel to public and private global companies both in a
General Counsel role and in private practice. Williams has extensive experience in the
communications industry with previous roles at Broadwing Communications, Wayport and MCI.
Most recently, he served as a partner at Culhane Meadows, PLLC. Williams is a graduate of the
University of Richmond with a bachelor's degree in Psychology and holds a Juris Doctorate
from the University of Richmond's School of Law. He is based at the Atlanta Operations
Center.
Michelle H. Ansley - Vice President and Chief Administrative Officer, Human Resources:
Michelle Ansley is responsible for the management of Human Resources activities and oversight
of facility management for all Birch locations. Ms. Ansley began her career in technology and
transitioned into Human Resources via Learning and Development and Change Management.
Prior to joining Birch in 2014, she served as Vice President of Human Resources at ASAP
Solutions, LLC; Senior Vice President of Shared Services at Prommis Solutions, LLC; and held
various human resources, learning and development, technical and program management
positions at IBM. Ms. Ansley holds a Bachelor's of Business Administration from Kennesaw
State University and a Masters in Business Administration from Georgia State University.
Mr. O'Brien, Mr. Dotts, Mr. Williams, and Ms. Ansley can be reached at:
320 Interstate North Pkwy SE
Atlanta, GA 30339
61 8 -424-2400 (telephone)
67 8 -424-250 I (facsimile)
Mr. Godsey and Mr. Green can be reached at:
3060 Peachtree Road NW
Suite 1065
Atlanta, GA 30305
404-926-221 0 (telephone)
Birch's Application to Provide Service
PUBLIC VERSION
Exhibit C
Financial Statements*
***Submitted pursuant to a Request for Trade Secret Treatment***
Birch's Application to Provide Service