FILED: NEW YORK COUNTY CLERK 11/14/ :20 PM INDEX NO /2016 NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 11/14/2016. Exhibit 4
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1 FILED: NEW YORK COUNTY CLERK 11/14/ :20 PM INDEX NO /2016 NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 11/14/2016 Exhibit 4
2 ADMITTED IN CT & NY ROBERT R. LEWIS ATTORNEY AT LAW 31 LONG POINT ROAD BRANFORD, CT ( ) JTAX(203) Reid Figel, Esq. Kellogg, Huber, Hansen, Todd, Evans & Figel P.L.L.C M Street N.W. Washington, D.C Dear Mr. Figel: I am counsel to Jeremy Wiesen and have been engaged to represent him in connection with his potential causes of action against Verizon and RAM Telecom International ("RTI"). On December 21, 2016, over three months ago, Keith Austin, also counsel to Mr. Wiesen, discussed the possibility of a positive dispute resolution (or, "PDR") with you. Mr. Wiesen believes it is a practical business way to completely settle his dispute with all pertinent parties. Essentially, under Mr. Wiesen's proposal, Verizon would profit from a purchase of cable capacity, which would then be resold to customers or in the market place, and he would receive a commission on the capacity sale. The next morning, December 22, 2016, you wrote to Mr. Austin and stated: "Verizon is waiting to hear from you as to whether there is additional information, or any specific proposal you wish to provide." On January 15, 2016, you received the PDR prepared by Mr. Wiesen's telecom consultants. Mr. Wiesen's attempts to settle this matter where all benefit is not new. Inan to you on August 8, 2014, over twenty months ago, he offered a settlement like the PDR that you now solicited. Apparently, it was not passed on to management until June 26, 2015, over ten months, and only after Keith Austin reminded you of it did you sent it immediately to "Verizon." No response to that offer has ever been received. This settlement should be very attractive to Verizon and its management.
3 Page 2 The facts and law are quite clear: 1. In September 2013, Mr. Wiesen's client RAM Telecom International engaged him to help it raise capital to build a transpacific fiber optic cable, SEA-US, from Hermosa Beach (or, "HB"), in California, to Hawaii, Guam, Indonesia, The Philippines and Australia. Telecoms in those countries pledged half of the capital required. 2. On November 18, 2013, Mr. Wiesen arranged the first conference call to Verizon through an introduction to Roy Chestnutt, who brought in Steve Misencik, Director of Network Planning. RTI apparently was thrilled and after a number of conference calls it was agreed that the parties would meet at the Pacific Telecom Council conference ("PTC") in Honolulu on Janu ary 19, According to Mr. Wiesen, Russ Matulich, RTI's founder and CEO, had begun to tout the potential relationship with Verizon shortly after Mr. Wiesen introduced the parties on conference calls in November In a December 2, 2013, letter to present and potential investors, Mr. Matulich reported the new introduction which Mr. Wiesen had made for him to Verizon: "RTI has begun a dialogue with a number of strategic customers including China Telecom, China Mobil, NIT Communications, SoftBank and Verizon."* ** RTI is also in discussions with Verizon's submarine cable planning team and will be meeting with them at the PTC annual conference in Honolulu, Hawaii in January 2014 to continue these discussions." This letter was the beginning of RTI's effort to de-risk its capital raise from investors through its contact with Verizon which ultimately led to a successful closing of its financing. Letters from you on September 2, 2014, seemed to confirm and substantiate the de-risking effect of Verizon: A. The potential of leasing Verizon's Hermosa Beach facility at 102 Pacific Coast Highway is expressed in your September 2, 2014, letter to RTI's counsel and attached to your letter to Mr. Wiesen of the same date. This was the moment when it is believed that RTI was closing its equity financing. You said: "As you know, Verizon has recently had commercial discussions with RAM Telecom International, Inc. ("RTI") regarding the possibility that Verizon would rent space and provide power to RTI at a facility in Hermosa Beach, California."
4 Page 3 B. The Non-Disclosure Agreement ("NOA") that RTI submitted to Verizon, which you refer to in your letters to Mr. Wiesen, indicated that Verizon ceuld be prevented from engaging in cables out of Hermosa Beach for at least four years, if the draft that Mr. Wiesen received was executed without change. C. Your letter to RTI counsel on September 2, 2014, also referred to "any future commercial agreement that may culminate from discussions between RTI and Verizon" and your letter to Mr. Wiesen, also on September 2, 2014, said: "In light of Verizon's commercial interests and its ongoing negotiations with RTI... " It appears now that the apparent discussions between China Telecom, RTI and Verizon, which Mr. Wiesen believes took place in the Spring of 2014, are reaching fruition. I understand RTI has applied for landing rights in Hermosa Beach for a cable connecting China and another to Japan. 3. Mr. Wiesen advised me that the meeting in Hawaii and follow-up were very successful. Mr. Matulich apparently always had the goal of meeting and working with Verizon's Mr. Misencik, especially if the introduction could come from a senior level management executive. During the Fall of 2013, after Mr. Wiesen made the introduction by phone, all parties were in communication. 4. On February 12, 2014, the first indication of improper conduct occurred. RTI sent Mr. Wiesen "Verizon /Compensation Terms" which were inconsistent with the terms of their agreement. Mr. Wiesen had previously obtained a standstill agreements from RTI not to go forward with any transactions without final approval of his fee. Notwithstanding his agreements with RTI, Matulich and Misencik apparently had decided to cut off all communications with him and move forward in their negotiations and discussions. 5. I have been advised by Mr. Wiesen that during the Spring of 2014, Mr. Misencik had Verizon sign RTI's NOA; the parties met with China Telecom; and, there were plans for RTI to lease connectivity to Verizon's facility in Hermosa Beach and receive power to the data center at One Wilshire in Los Angeles. 6. On May 2, 2014, Mr. Wiesen sought assistance from Mr. Chestnutt to have Verizon back away from RTI so he could get his client to agree to formalize the compensation he was promised. On May 5, 2014, Mr. Wiesen, drawing on his entrepreneurial and corporate governance experience, suggested to Mr. Chestnutt that Verizon might not be getting a fair deal. According to Mr. Wiesen, a Verizon Manager said at the PTC meeting that RTI could not get the important connectivity at Verizon's HB facility just for lease payments -- there would have to be "a relationship."
5 Page 4 7. Mr. Misencik, Mr. Chestnutt and Verizon apparently continued to disregard Mr. Wiesen's demands that Verizon cease negotiations with RTI and consequently, allegedly tortiously interfered with his contractual arrangements and commercial relations with RTL 8. Not only did Verzion fail take to action to stop this alleged misconduct, one of its in-house counsel, Mary Coyne told Mr. Wiesen to stop his "harassment of Verizon". This is by no means a proper response to someone who has made an introduction to Verizon of a potentially extremely lucrative business opportunity. Further, it seems to contravene Verizon's board's mandate to observe the highest standards of corporate governance. 9. It appears that there may have been breakdowns in Verizon's corporate governance machinery, including a failure of its audit committee. Aside from neglecting to protect a whistleblower who is trying to help Verizon shareholders, Mr. Wiesen believes that Verizon's conduct amounted to a broad institutional interference with his contract and commercial relations with RTL Based on the foregoing, there are clearly facts that provide a basis for a viable claim for tortious interference against Verizon and potential corporate impropriety in Verizon's internal governance. Nevertheless, Mr. Wiesen's objective is not litigation, but rather to provide a clear path to resolution that will benefit all parties. The Positive Dispute Resolution Mr. Wiesen maintains, that in addition to his own interest of being compensated for his claim of tortious interference with his agreement with RTI, he has been advocating for the benefit of Verizon's shareholders to make sure Verizon received adequate consideration from RTL His proposed PDR will do just that and more. Verizon buys an IRU ("indefeasible right of use") on the SEA-US cable, profitable to it on resale to customers or sold in the market place, and covers his broker's commission. RTI reimburses Verizon with a dditional SEA-US capacity. SEA-US recently announced that it has dramatically expanded its reach beyond Indonesia and The Philippines. Linking up with China Telecom, China Mobile and others, SEA-US will connect with cables reaching India and Europe. According to Mr. Wiesen's telecom advisors, this will be the fastest way to California for over sixty percent of the world's population. RTI has applied to land the cable in Hermosa Beach at Verizon's building at 102 Pacific Coast Highway.
6 Page 5 His telecom people also advised him that RTI is planning three more cables from HB, including ones to China and Japan. These developments should make the PDR even more attractive to Verizon: 1. Verizon will be purchasing an IRU that is even more valuable because of the cable's increased geographical reach. 2. Mr. Wiesen is giving up more because the equity that he was to receive in RTI is now more valuable. 3. Mr. Wiesen's right to make capacity sales in SEA-US, which he is also giving up is also more valuable. The right to sell future capacity was even included in RTI's take-it-or-leave-it "Verizon / Compensation Terms" of February 12, Clearly, time is of the essence in reaching a satisfactory conclusion to this dispute. I have advised Mr. Wiesen that litigation must be commenced in the near future to avoid any statute of limitations issues regarding the claim of tortious interference. I trust you will recognize the potential benefits to Verizon's management and shareholders of a profitable negotiated business solution to this matter in lieu of litigation. I look forward to your reply and hope we can move forward in finding a swift resolution of this matter. Robert R. Lewis
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