*Pages 1--4 from Microsoft Word - 54537.doc* PUBLIC NOTICE Federal Communications Commission 445 12 th St., S. W. Washington, D. C. 20554 News Media Information 202 / 418- 0500 Internet: http:// www. fcc. gov TTY: 1- 888- 835- 5322 DA 06- 152 Released: January 25, 2006 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF TELSCAPE COMMUNICATIONS, INC. TO GP/ T HOLDINGS, LLC STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 06- 22 Comments Due: February 8, 2006 Reply Comments Due: February 15, 2006 On January 11, 2006, GP/ T Holdings, LLC (“ GP/ T”) and Telscape Communications, Inc. (“ Telscape”) (collectively “Applicants”), filed an application, pursuant to section 63.04 of the Commission’s rules, 1 requesting authority to transfer control of Telscape to GP/ T. 2 Applicants assert that this transaction is entitled to presumptive streamlined treatment under section 63.03( b)( 2)( i) of the Commission’s rules. Immediately following the transaction: (1) GP/ T and its affiliates will hold less than a 10% share of the interstate, interexchange market; and (2) GP/ T and its affiliates will provide local exchange services or exchange access services (if at all) only in geographic areas served by a dominant local exchange carrier (“ LEC”) that is not a party to the transaction. With respect to section 63.03( b)( 2)( i), none of the Applicants or their affiliates is dominant with respect to any U. S. domestic telecommunications service. 3 Telscape, a Delaware corporation, is a non- dominant interexchange and competitive LEC operating in California and Nevada. Telscape provides intrastate, interstate, and international telephone service to residential customers. Telscape Holdings, Inc., a U. S. entity, wholly owns Telscape. The following U. S. entity holds a 10% or greater ownership in Telscape Holdings, Inc: TSG Capital III, L. P. (96%). The following U. S. entities hold a 10% or greater ownership interest in TSG Capital III, L. P.: Oregon Public Employee’s Pension System, Oregon State Treasury (15%); State Board of Administration of Florida (19%); and Washington State 1 47 C. F. R § 63. 04; see 47 U. S. C. § 214. 2 Any action on this domestic section 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 Investment Board (15%). No other person holds a 10% or greater ownership interest in Telscape Holdings, Inc., TSG Capital III, L. P., or the above- mentioned pension funds. GP/ T, a California limited liability company, is an investment fund company that holds and manages investments. The following individuals, all U. S. citizens, own or control a 10% or greater equity or voting interest in GP/ T: Nathan Johnson (16%); and Matthew Johnson (16%). No other individual or entity owns or controls a 10% or greater equity or voting interest in GP/ T. Applicants have entered into an agreement whereby GP/ T will acquire, through a new investment entity that is being formed for the purposes of this transaction (“ NewHoldCo”), approximately 68% of the issued and outstanding shares of stock of Telscape. The stock will be purchased from Telscape Holdings, Inc. (“ Holdings”), which currently holds all of Telscape’s stock. Under the stock purchase agreement, the purchase price will be paid in cash, as of the closing, subject to standard adjustments. Holdings will then distribute the cash payment to its shareholders. As part of the proposed transaction, certain existing minority shareholders in Holdings will re- acquire indirect equity interests in Telscape, which they will hold through NewHoldCo, and certain new investors will acquire indirect equity interests in Telscape, which they, likewise, will hold through NewHoldCo. 4 Applicants state that the proposed transaction serves the public interest because: (1) Telscape will continue providing service to its customers, without change, and in accordance with all of its existing tariffs and contracts; and (2) this transaction will be completely transparent to Telscape’s customers. GENERAL INFORMATION The transfer of assets identified herein has been found, upon initial review, to be acceptable for filing as a streamlined application. The Commission reserves the right to return any transfer of assets application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules and policies. Pursuant to sections 1.415 and 1.419 of the Commission’s rules, 47 CFR §§ 1.415, 1.419, interested parties may file comments on or before February 8, 2006 and reply comments on or before February 14, 2006. 5 Unless otherwise notified by the Commission, Applicants are permitted to transfer the assets and related control on the 31 st day after the date of this notice. 6 Comments may be filed 4 Following the consummation of the proposed transaction, all direct ownership of Telscape will be held by NewHoldCo. The following persons will, indirectly through NewHoldCo, own a 10% or greater equity or voting interest in Telscape: GP/ T, a U. S. investment company, (68%); Gemini Partners, Inc., a U. S. investment company, (18%); and Ruben Garcia, a U. S. citizen, (10%). The following individuals, each U. S. citizens, each hold 50% interests in, and share control of, Gemini Partners, Inc. and GP/ T, and therefore under the Commission’s rules, each of them is attributed with 100% of the interests held by those companies: Nathan Johnson (86%); and Mathew Johnson (86%). No other person or entity will own or control a 10% or greater direct or indirect ownership interest in Telscape. 5 See 47 C. F. R. § 63. 03( a). 6 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in connection with the proposed transaction. 2