*Pages 1--5 from Microsoft Word - 57258.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 06- 1134 Released: May 26, 2006 DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF AMERICATEL CORPORATION (AMERICATEL) FROM ALMENDRAL, S. A. (ALMENDRAL), EMPRESA NACIONAL DE TELECOMMUNICACIONES, S. A. (ENTEL CHILE”) AND ENTEL INTERNATIONAL B. V. I. CORPORATION TO PLATINUM EQUITY, LLC STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 06- 98 Comments Due: June 9, 2006 Reply Comments Due: June 16, 2006 On April 21, 2006, Americatel Corporation (“ Americatel”) filed an application, pursuant to sections 63.03 and 63.04 of the Commission’s rules, 1 requesting authority to transfer control of Americatel from Almendral, S. A. (“ Almendral”), Empresa Nacional de Telecomunicaciones, S. A. (“ Entel Chile”), and Entel International B. V. I. Corporation (“ Entel BVI” and, together with Almendral and Entel Chile, “Transferors,”) to Platinum Equity, LLC (“ Platinum Equity” or “Transferee,” Transferors and Transferee will be referred to as “Applicants”). 2 Applicants assert that this transaction is entitled to presumptive streamlined treatment under section 63.03( b)( 2)( i) of the Commission’s rules because (1) the proposed transaction would result in Platinum Equity and its subsidiaries having a market share in the interstate, interexchange market of less than 10 percent; (2) to the extent that Platinum Equity offers competitive local exchange service, it will offer it exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction, and (3) neither of the Applicants or their affiliates is dominant in the provision of any service. 3 1 47 C. F. R §§ 63.03, 63.04; see 47 U. S. C. § 214. 2 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 Americatel, a Delaware corporation, is a reseller of interstate domestic telecommunications services throughout the United States. Almendral, a corporation organized under the laws of Chile, has a 54.76 percent controlling interest in Entel Chile, and is the ultimate parent of Americatel. 4 Entel Chile, a corporation also organized under the laws of Chile, provides long distance service in Chile. Entel Chile holds its interest in Americatel indirectly, through its wholly- owned subsidiary, Entel International B. V. I. Corporation (" Entel BVI"), a British Virgin Islands corporation. Entel BVI, in turn, holds an 80 percent ownership interest in Americatel. 5 Entel BVI is a company with no operations or operating assets and no other material telecommunications interests. 6 Platinum Equity, a Delaware limited liability company, invests in a broad range of companies, including telecommunications companies. Tom T. Gores, a U. S. citizen, owns 100 percent of the equity and voting interest in Platinum Equity. Platinum Equity indirectly holds a 100 percent equity and voting interest in Matrix Telecom, Inc. (" Matrix"), a Texas corporation, that provides competitive interstate, interexchange, local exchange, and exchange access services throughout the United States. 7 Platinum Equity also indirectly holds a 100 percent equity and voting interest in Operator Service Company, LLC, a Delaware limited liability company, that provides directory assistance, operator services, and telecommunications services throughout the United States. Platinum Equity intends to acquire Americatel through Platinum Equity’s wholly-owned holding company subsidiary, EnergyTRACS Acquisition Corp., a Delaware corporation. Platinum Equity does not own any other telecommunications carrier affiliates and does not provide telecommunications services. 4 Applicants assert that Almendral is not a party to the instant transaction, nor is any action or approval on the part of Almendral required to effect the contemplated transaction; the decision to sell all of the issued and outstanding shares of Americatel held by Entel BVI was taken entirely at the Entel Chile, Entel BVI, and Americatel levels, and was a decision made within the duly authorized corporate powers of those entities. The consummation of the transaction contemplated in the Stock Purchase Agreement will extinguish any and all direct and indirect interest in Americatel of Almendral, S. A. 5 The remaining 20 percent of Americatel's equity is currently held by three corporations, one of which is a Florida corporation, and the other two of which are non- United States chartered corporations. None of these corporations holds more than 10 percent of the equity of Americatel. These minority shareholders hold tag along rights to sell all of their Americatel shares to Platinum Equity in connection with this transaction. If the minority shareholders exercise these tag along rights, Platinum Equity will acquire as much as 100 percent of the issued and outstanding shares of Americatel as a result of this transaction. These tag along rights are exercisable solely at the discretion of the minority shareholders. 6 Americatel is an affiliate of AmericaSky Corporation, a provider of international telecommunications services in which Entel Chile holds an indirect 100 percent ownership interest. 7 In 2005, Matrix purchased from Global Crossing Telecommunications, Inc. (“ Global Crossing”) the customer base of Global Crossing’s “Small Business Group,” consisting of small and medium sized business customers. Matrix provides telecommunications services to these customers throughout the United States through a carrier services agreement with an affiliate of Global Crossing. 2 5 (2) Cecilia Seppings, Competition Policy Division, Wireline Competition Bureau, 445 12th Street, S. W., Room 5- C230, Washington, D. C. 20554; email: cecilia. seppings@ fcc. gov; (3) Jodie May, Competition Policy Division, Wireline Competition Bureau, 445 12th Street, S. W., Room 5-, Washington, D. C. 20554; e- mail: jodie. may@ fcc. gov; (4) Susan O’Connell, Policy Division, International Bureau, 445 12th Street, S. W., Room 7- B544, Washington, D. C. 20554; email: susan. o’connell@ fcc. gov; and (5) James Bird, Office of General Counsel, 445 12th Street, S. W., Room 8- C824, Washington, D. C. 20554; e- mail: james. bird@ fcc. gov. Filings and comments are also 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, or via e- mail www. bcpiweb. com. For further information, please contact Cecilia Seppings at (202) 418- 1588, or Jodie May at (202) 418- 0913. - FCC - 5