*Pages 1--5 from Microsoft Word - 59714.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- 1900 Released: September 20, 2006 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CERTAIN ASSETS OF TIME WARNER CABLE INFORMATION SERVICES (TEXAS), L. P. TO COMCAST CORPORATION STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 06- 167 Comments Due: October 4, 2006 Reply Comments Due: October 11, 2006 On August 22, 2006, Time Warner Cable Information Services (Texas), L. P. (“ TWCIS”) and Comcast Corporation (“ Comcast”) (collectively, “Applicants”), filed an application, pursuant to section 63.04 of the Commission’s rules, 1 requesting authority to transfer certain assets from TWCIS to Comcast. 2 Applicants assert that this transaction is entitled to presumptive streamlined treatment under 63.03( b)( 2)( i) of the Commission’s rules because the proposed transaction will result in (i) Comcast having a market share in the interstate, interexchange market of substantially less than 10 percent; (ii) Comcast providing competitive telephone exchange 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; (iii) neither of the Applicants being dominant with respect to any telecommunications service. 3 TWCIS is a Delaware limited partnership that provides high speed private line transmission services to approximately 30 customers in the Houston, Texas area. Texas and Kansas City Cable Partners, L. P. (“ TKCCP”), a Delaware limited partnership, owns a 34% 1 47 C. F. R. §§ 63.03, 63.04; see 47 U. S. C. § 214. 2 On September 14, 2006, Applicants filed a supplement to their application. See Letter from Steven J. Horvitz and James W. Tomlinson, Cole, Raywid and Braverman, L. L. P., WC Docket No. 06- 167 (filed Sept. 14, 2006) (September 14 Letter). 3 47 C. F. R. § 63.03( b)( 2)( i). 1 2 ownership interest in TWCIS. The balance of the ownership interest in TWCIS is held by Time Warner Inc. (“ Time Warner”) and its wholly- owned, intermediate subsidiaries. Time Warner, a Delaware corporation, holds, through is subsidiaries, a 50% ownership interest in (“ TKCCP”). 4 TKCCP directly or indirectly holds cable systems in the Houston, southwest Texas, and Kansas City areas. As part of the transaction, TWCIS will transfer the assets described below to a Comcast subsidiary. That subsidiary is Comcast Business Communications, LLC (“ CBC”), a Pennsylvania limited liability company that provides long distance and/ or data services to business customers in all 48 contiguous states. CBC is wholly- owned by Comcast Commercial Services Group Holdings, LLC, a Delaware limited liability corporation. Comcast Commercial Services Group Holdings, LLC is wholly- owned by Comcast Telephony Communications, LLC, a Delaware limited liability corporation. Comcast Telephony Communications, LLC, is wholly-owned by Comcast Holdings Corporation, a Pennsylvania corporation. Comcast, a publicly-traded Pennsylvania corporation, owns or controls 99.37% of the Class A Common and 98.95% of the Class A Special Common stock of Comcast Holdings Corporation. Comcast holds an indirect 50% ownership interest in TKCCP. No entity or individual directly or indirectly owns ten percent or more of the equity of Comcast. Brian L. Roberts, Comcast’s Chairman and Chief Executive Officer and a U. S. citizen, is the beneficial owner of stock that represents 33 1/ 3% of the combined voting power of the two classes of Comcast’s voting common stock. None of the foregoing Comcast entities offer domestic telecommunications services. Comcast and Time Warner, through their subsidiaries, each hold a 50 percent ownership interest in TKCCP. The Limited Partnership Agreement between the companies provides for the dissolution of the partnership at the election of one of the partners and the distribution of TKCCP’s Houston area assets to one partner and the Kansas City and southwest Texas assets to the other partner. Comcast initiated the dissolution process on July 3, 2006, and on August 1, 2006, Time Warner selected to retain the Kansas City and southwest Texas partnership assets. As a result of these selections, Comcast will be the 100% owner of the Houston area assets, and Time Warner will be the 100% owner of the Kansas City and southwest Texas assets. Specifically, Comcast will acquire Time Warner’s 50% indirect ownership interest in the Houston- area assets of TKCCP, making Comcast the 100% indirect owner of the assets of TKCCP in the Houston area. TWCIS, Time Warner’s Texas telecommunications carrier affiliate, will also transfer to Comcast certain interstate telecommunications accounts in the Houston, Texas area. TKCCP will assign its cable system and assets to its wholly- owned affiliate, Houston TKCCP Holdings, LLC. 5 Comcast TCP Holdings, Inc., a wholly- owned, indirect subsidiary of Comcast, will obtain ownership of Houston TKCCP Holdings, LLC. Houston TKCCP Holdings, LLC, will be a wholly- owned, indirect subsidiary of Comcast. 4 For a detailed description of the Time Warner subsidiaries, see September 14 Letter at Exh. 1. None of these subsidiaries offer domestic telecommunications services. 5 Applicants assert that this is a pro forma transaction as defined in 47 U. S. C. § 63.24( d). 2 5 (5) Jim Bird, Office of General Counsel, 445 12th Street, S. W., Room 8- C824, Washington, D. C. 20554; e- mail: jim. 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 Cecilia Seppings at (202) 418- 1588, or Dennis Johnson at (202) 418- 0809. - FCC - 5