*Pages 1--6 from Microsoft Word - 59270.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- 1722 Released: August 25, 2006 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF IPC INFORMATION SYSTEMS, LLC, GAINS ASIA ACQUISITION CORP., AND IPC NETWORK SERVICES, INC. FROM IPC ACQUISITION CORP. TO TRADER ACQUISITION CORP. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 06- 162 Comments Due: September 8, 2006 Reply Comments Due: September 15, 2006 On August 11, 2006, IPC Acquisition Corp. (“ IPC”) and Trader Acquisition Corp. (“ Trader”) (collectively, “Applicants”) filed an application, pursuant to section 63.04 of the Commission’s rules, 1 seeking authority to transfer control of IPC Information Systems, LLC (“ IPC Info Systems”), Gains Asia Acquisition Corp. (“ Gains Asia”), and IPC Network Services, Inc. (“ IPC Network”) 2 from IPC to Trader. 3 Applicants submit that this transaction is entitled to presumptive streamlined treatment under 63.03( b)( 2)( i) of the Commission’s rules because immediately following the consummation of the transaction: (1) the Applicants and their affiliates combined will hold less 10% or interstate, interexchange market; (2) Applicants and their affiliates will provide competitive telephone exchange services or exchange access services (if at all) exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction; and (3) none of the Applicants or their affiliates are dominant with respect to any service it provides. 4 1 47 C. F. R § 63.04; see 47 U. S. C. § 214. 2 IPC Network was formerly known as Gains International (U. S.) Inc. 3 Applicants are also filing an application 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. 4 47 C. F. R. § 63.03( b)( 2)( i). Applicants also assert streamlined processing under 63.03( b)( 1)( ii). 1 2 IPC, a Delaware Corporation, through various subsidiaries, including Gains Asia, IPC Info Systems, and IPC Network, provides communications solutions to global trading enterprises, principally utilizing proprietary trading and communications equipment interconnected using resold private lines or IP- based transport services. IPC, through IPC Network, provides domestic telecommunications services in several states. 5 Gains Asia, a Delaware Corporation, is a wholly- owned subsidiary of IPC Info Systems, a Delaware limited liability company, that is, in turn, a wholly- owned subsidiary of IPC. 6 IPC Network, a New York Corporation, 7 is wholly- owned by Gains Acquisition Corp., a Delaware Corporation, that is, in turn, wholly- owned by IPC Info Systems. 8 The following entities, which are all limited partnerships formed under the laws of Delaware, own a 10% or greater interest in IPC: GS Capital Partners 2000, L. P. (48.38%); GS Capital Partners 2000 Offshore, L. P. (17.58%) and GS Capital Partners Employee Fund, L. P. (17.37%). 9 Goldman Sachs Group Inc., a Delaware Corporation, owns 17.19% of GS Capital Partners 2000, L. P. and GS Capital Partners 2000 Offshore, L. P. 10 No entity owns more than 10% of GS Capital Partners Employee Fund, L. P. 11 Trader, a Delaware Corporation, is a wholly- owned subsidiary of Silver Lake Partners II, L. P. (“ Silver Lake”). Silver Lake, a Delaware limited partnership, is a private equity firm focused exclusively on large- scale investing in technology and related growth industries. The ownership of Silver Lake is widely distributed, and no entity holds more than a 10% equity interest in Silver Lake. Silver Lake is controlled by its general partner, Silver Lake Technology Associates II, L. L. C. (“ SLTA II”), a Delaware limited liability company, whose principal 5 IPC, through IPC Network, provides domestic telecommunications service in the following states: Arizona, California, Colorado, Connecticut, Delaware, Illinois, Indiana, Massachusetts, Maryland, Michigan, Minnesota, Missouri, Montana, North Carolina, New Jersey, New Mexico, Nevada, New York, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, Texas, and Virginia. 6 IPC Info Systems and Gains Asia hold international section 214 authorizations and domestic section 214 authorizations. 7 IPC Network (formerly known as Gains International (U. S.) Inc.) holds a domestic section 214 authorization. 8 Gains Acquisition Corp.. is the sole (100%) owner of IPC Network Services Limited (“ IPC UK”), an entity formed under the laws of England and Wales. Gains Asia is the sole (100%) owner of IPC Network Services Asia Ltd, an entity formed under the laws of Hong Kong (“ IPC Asia”), which is the sole (100%) owner of IPC Network Services (Hong Kong) Limited, an entity formed under the laws of Hong Kong and IPC Network Services (Singapore) PTE Limited, an entity formed under the laws of Singapore. IPC Network Services (Australia) PTY Limited, an entity formed under the laws of Australia, is also wholly- owned by IPC Asia. 9 All of the current owners of IPC will exchange their shares for consideration and after the completion of the transaction will have no remaining interest in IPC, IPC Info Systems, IPC Network, or Gains Asia, directly or indirectly. 10 The Applicants note that this structure will remain in place after consummation of the transaction. 11 IPC, nor any of its other affiliates has any other interests in entities holding section 214 authorizations. 2 3 business is serving as the sole general partner of Silver Lake and certain of its related investment vehicles. The managing members of SLTA II, all U. S. citizens, are Alan K. Austin, James A. Davidson, Glenn H. Hutchins, John R. Joyce, and David J. Roux. Their principal occupation is serving as managing members of SLTA II and affiliated entities. None of the managing members has a controlling interest in SLTA II, nor does any managing member have individually either positive or negative control over SLTA II. Pursuant to an Agreement and Plan of Merger dated July 30, 2006, Trader, formed specifically by Silver Lake for the transaction described herein, will acquire 100% of the ownership interests of IPC by merging Trader Merger Corp., (a Delaware Corporation and a wholly- owned subsidiary of Trader) with and into IPC, with IPC surviving the merger and the prior owners of IPC exchanging their shares in IPC for specified consideration. As a result of the merger, IPC will become a wholly- owned subsidiary of Trader, thereby changing the control of Gains Asia, IPC Info Systems, and IPC Network, the 214 authorization holders. The Applicants state that the transfer of control to Trader will serve the public interest because the transaction will ensure the continued viability of IPC, and consequently IPC Info Systems, and IPC Network, and the services they provide to numerous customers. In addition, Trader, as a wholly- owned subsidiary of Silver Lake, provides extensive financial resources and management expertise to expand the network and marketing potential of IPC, thereby providing increased competition and enhanced service capabilities in the telecommunications market. The Applicants add that the services will be provided on the same terms and conditions as prior to consummation. The Applicants state that the proposed changes in ownership will not confuse, inconvenience or otherwise harm IPC’s customers. Furthermore, because Trader and its parent, Silver Lake, are not telecommunications providers, the transaction results in no concentration in the relevant markets. 3 6 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 Cecilia Seppings at (202) 418- 1588, or Denise Coca at (202) 418- 0574. - FCC - 6