*Pages 1--5 from Microsoft Word - 50982.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- 2283 Released: August 12, 2005 DOMESTIC SECTION 214 APPLICATION FILED FOR ACQUISITION OF ASSETS OF SEREN INNOVATIONS, INC., TO WAVEDIVISION HOLDINGS, LLC STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 05- 226 Comments Due: August 26, 2005 Reply Comments Due: September 2, 2005 On July 1, 2005, WaveDivision Holdings, LLC (“ Wave”), and Seren Innovations, Inc. (“ Seren”) (collectively, “Applicants”) filed an application pursuant to sections 63.03 and 63.04 of the Commission’s rules 1 for consent to transfer domestic and international authority related to the transfer of certain assets and related liabilities of Seren to Wave. 2 Applicants assert that this transaction is entitled to presumptive streamlined treatment pursuant to sections 63.03( b)( 2)( i) of the Commission’s rules. The proposed transaction would result in Wave: (1) having less than a 10 percent share of the interstate, interexchange market; and (2) providing competitive telephone exchange services exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction. Further, neither Wave nor Seren is dominant with respect to any service. 3 Seren, a Minnesota corporation, provides facilities- based local and long distance telecommunications service, cable television service, and high- speed data service. Seren 1 47 C. F. R. §§ 63. 03, 63. 04; 47 U. S. C. § 214. 2 On August 1, 2005, Wave filed an amendment to the application. See WaveDivision Holdings, LLC, Transferee, Seren Innovations, Inc., Transferor, Joint Application for Consent to Transfer International and Domestic Authority Pursuant to Section 214 of the Communications Act of 1934, as amended, Supplemental Filing in Respect of Joint Application for Consent to Transfer International and Domestic Authority Pursuant to Section 214 of the Communications Act as Amended, WC Docket 05- 226 (filed August 1, 2005). Applicants are also filing applications for transfer of control associated with authorization for international services. 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)( 2)( i). 1 2 currently serves subscribers in the communities of Concord, Walnut Creek and nearby areas of Contra Costa County, California (the “California Customer Group”) as well as subscribers in the cities of Sartell, Sauk Rapids, St. Cloud, St. Joseph and Waite Park and the townships of Haven, LeSauk, Minden, Sauk Rapids and St. Joseph, Minnesota (the “Minnesota Customer Group”). Seren has global authority to provide resold international telecommunications services. Xcel Energy, Inc is the indirect beneficial owner of all of Seren’s outstanding capital stock. Wave, a Delaware limited liability company, currently does not have authorization to provide domestic or international telecommunications services. Wave currently serves approximately 80,000 cable television and high- speed data customers in western Washington and southern California. The following entities hold a 10% or greater ownership interest in Wave: Sandler Capital Partners V, L. P., a Delaware limited partnership (60.19% Class A Unit); SCP V FTE WaveDivision Holdings, L. P., a Delaware limited partnership (27.01% Class A Units); WaveDivision Capital, LLC, a Washington limited liability company (10% Class A Units); WaveDivision Networks LLC, a Washington limited liability company (85% Class B & C Units); and Steve Friedman, a U. S. citizen (15% Class B & C Units). Sandler Investment Partners, LP, a limited partnership, is the general partner of both Sandler Capital Partners V, L. P. and SCP V FTE WaveDivision Holdings, L. P. Sandler Investment Partners, LP is controlled by its general partner, Sandler Capital Management. Andrew Sandler, Michael Marocco, John Kornreich, Douglas Schimmel, and Harvey Sandler, each of whom is a U. S. citizen, each hold a 10% or greater interest in Sandler Capital Management. WaveDivision Capital, LLC’s members are: Stanley A. Roberts; Rebecca M. Roberts; David E. Roberts; Vicki J. Golden- Roberts; Steven B. Week; Marie McCauley; Steve Friedman; Sharon Friedman; Richard Kemp; Lynn Kemp; and Jon Staenberg, each of whom is a U. S. citizen. WaveDivision Networks, LLC’s sole member is Steven Weed, a U. S. citizen. On May 24, 2005, Seren and Wave entered into an Asset Purchase Agreement wherein Wave will purchase from Seren substantially all of the assets and assume certain liabilities relating to the reception and distribution system (the “System”) used to provide telecommunications, cable, and high- speed data services to the California Customer Group. Upon consummation of the proposed transaction, Wave will acquire ownership of substantially all of the assets used or useful in the operations of the System, and will begin to serve the California Customer Group. Seren will retain its authorizations to provide domestic interstate and international telecommunications services to the Minnesota Customer Group and will continue to provide service to that group. Applicants state that the proposed transaction will serve the public interest, as they do not anticipate any change to the rates, terms or conditions of service to the California Customer Group as a result of the proposed transaction. The Applicants will notify each affected customer at least 30 days in advance of consummation of the pending transaction to ensure a smooth transition from Seren to Wave. The Applicants emphasize the proposed acquisition will benefit consumers through improved services, thereby promoting competition in the telecommunications market. 2 5 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