*Pages 1--5 from Microsoft Word - 57558.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- 1225 Released: June 7, 2006 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF MPOWER COMMUNICATIONS CORP. FROM MPOWER HOLDING CORPORATION TO U. S. TELEPACIFIC HOLDINGS CORP. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 06- 107 Comments Due: June 21, 2006 Reply Comments Due: June 28, 2006 On May 18, 2006, Mpower Holding Corporation (“ MPHC”) and U. S. TelePacific Holdings Corp. (“ Holdings”) (collectively, the “Applicants”), filed an application, pursuant to section 63.04 of the Commission’s rules, 1 requesting authority to transfer control of Mpower Communications Corp. (“ Mpower”) to Holdings. 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 the proposed transaction will result in: (1) Applicants and their affiliates holding less than a 10% share of the interstate, interexchange market; (2) Applicants and their affiliates providing local exchange service only in areas served by dominant local exchange carriers (none of which is a party to the proposed transactions); and (3) none of the Applicants or their affiliates are dominant with respect to any service. 3 MPHC, a Delaware corporation, is the parent company of Mpower. Mpower, a Nevada corporation, is a facilities- based communications provider offering an integrated bundle of broadband data and voice communications services to business customers in California, Illinois, 1 47 C. F. R § 63.04; see 47 U. S. C. § 214. 2 Applicants filed a supplement to the application on June 2, 2006. 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 See 47 C. F. R. § 63.03( b)( 2)( i). 1 2 and Nevada. MPHC is publicly traded on the American Stock Exchange under the symbol MPE. Holdings, a Delaware corporation, is the parent company of U. S. Telepacific Corp. (“ Telepacific”). Telepacific, a California corporation, provides facilities- based business communications services, including local, long distance, data and Internet services to small- to-medium sized businesses in Nevada and California. The following entities own or control a 10% or greater interest in Holdings: Investcorp S. A., 4 a Luxembourg investment company (45% but expected to decrease to approximately 44% upon conversion of certain financings to equity concurrent with closing of the transaction); 5 and Clarity Partners, L. P., 6 a U. S. investment company (19%). Investcorp Holdings Limited, a Cayman Islands company, wholly owns Investcorp S. A. The following entities own or control a 10% or greater interest in Investcorp Holdings Limited: Investcorp Bank B. S. C., a Bahrain investment bank (100% equity and 20% voting control); and CP Holdings Limited, a Cayman Islands investment company (80% voting control). The following entities own or control a 10% or greater interest in Investcorp Bank B. S. C.: Ownership Holdings Limited, a Cayman Islands holding company (46%); and CP Holdings Limited, a Cayman Islands investment company (28%). The following entities own or control a 10% or greater interest in CP Holdings Limited: Ownership Holdings Limited, a Cayman Islands holding company (67%); and Investors Holdings Limited, a Cayman Islands holding company (33%). SIPCO Limited, a Cayman Islands holding company, owns a 62% equity interest in Ownership Holdings Limited. No entity owns or controls more than 10% of SIPCO Limited. No entity owns or controls more than 10% of Investors Holdings Limited. The following entities own or control 10% or more of Clarity Partners, L. P.: Clarity GenPar, LLC, a U. S. investment company (0.034%) general partner; and Pennsylvania Public School Employees’ Retirement System, a U. S. investment company (29.029%). The following entities own or control 10% or more of Clarity GenPar, LLC: Barry Porter, a U. S. citizen; Stephen P. Rader, a U. S. citizen; R. Rudolph Reinfrank, a U. S. citizen; and David Lee, a U. S. citizen. No entity owns or controls a majority interest in Pennsylvania Public School Employees’ Retirement System. 4 Investcorp S. A. does not hold a direct interest in Holdings. Instead, Investcorp S. A. ’s interest is held indirectly through control of various corporations. Of these corporations, only TelePacific Equity Limited individually owns or controls more than 10% of Holdings. All of the intermediate corporations and the approximate magnitudes of their interests are as follows: Aguanga Limited (4%); Cahuilla Limited (4%); Fallbrook Limited (4%); Palmas Limited (4%); TelePacific Holdings Limited (2%); TelePacific Equity Limited (18%); and New TelePacific IIP Limited (1%). In addition, Investcorp S. A. wholly owns TelePacific Investments Limited, the general partner of Investcorp TPC Limited Partnership. Investcorp TPC Limited Partnership owns approximately 8% of Holdings. All of these entities are Cayman Islands companies, with the exception of Investcorp TPC Limited Partnership, which is a Cayman Islands exempted limited partnership. 5 The current 45% ownership includes the 18% interest that Investcorp S. A. holds through TelePacific Equity Limited, as described in supra note 4. 6 Clarity Partners, L. P. ’s interest is held through three entities: Clarity Partners, L. P. (16.2%); Clarity Advisors, L. P. (2.4%); and Clarity Associates, L. P. (0.2%). 2 5 (1) The Commission’s duplicating contractor, Best Copy and Printing, Inc., 445 12th Street, S. W., Room CY- B402, Washington, D. C. 20554, www. bcpiweb. com; phone: (202) 488- 5300 fax: (202) 488- 5563; (2) Tracey Wilson- Parker, Competition Policy Division, Wireline Competition Bureau, 445 12th Street, S. W., Room 5- A103, Washington, D. C. 20554; email: tracey. wilson- parker@ fcc. gov; (3) Adam Kirschenbaum, Competition Policy Division, Wireline Competition Bureau, 445 12th Street, S. W., Room 5- C211, Washington, D. C. 20554; e- mail: adam. kirschenbaum@ 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 CYB402, 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