*Pages 1--5 from Microsoft Word - 54686.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- 239 Released: January 31, 2006 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF KMC DATA LLC FROM KMC TELECOM HOLDINGS, INC. TO HYPERCUBE, LLC STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 06- 20 Comments Due: February 14, 2006 Reply Comments Due: February 21, 2006 On January 12, 2006, Hypercube, LLC (“ Hypercube”) and KMC Data LLC (“ KMC Data”) (together “Applicants”), filed an application, pursuant to sections 63.03 and 63.04 of the Commission’s rules, 1 requesting authority to transfer control of KMC Data from KMC Telecom Holdings, Inc. to Hypercube. 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 immediately following the transaction: (1) Applicants and their affiliates will hold less than a ten percent (10%) share of the interstate, interexchange market; and (2) Applicants and their affiliates will provide local exchange service only in areas served by dominant local exchange carriers (none of which are parties to the proposed transactions) and; (3) none of the Applicants or their affiliates are dominant with respect to any service. 3 KMC Data is a limited liability company formed under the laws of the state of Delaware. KMC Data provides interstate telecommunications in the United States and also provides intrastate service in California, Colorado, Florida, Georgia, Illinois, Michigan, Missouri, New 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 York, Ohio, Texas, and Washington. KMC Data’s operations are focused on the provision of tandem services to wireless carriers, interexchange carriers, competitive local exchange carriers and incumbent local exchange carriers. KMC Data is an indirect wholly owned subsidiary of KMC Telecom Holdings, Inc. (“ KMC Holdings”), a U. S. holding company. 4 KMC Holdings controls a family of companies that provide various regulated communications and other services (collectively the “KMC Companies”). 5 The following entities own 10% or more of KMC Holdings: Mr. Harold Kamine, a U. S. citizen (15%); General Electric Capital Corporation (“ GECC”), a U. S. corporation (15%); 6 and Nassau Capital Partners, LP (“ Nassau”), a U. S. limited partnership (15%). Nassau Capital LLC (“ Nassau Capital”), a U. S. limited liability company, is the general partner of Nassau. Hypercube is a limited liability company formed under the laws of the state of Delaware. Hypercube was formed for the purpose of acquiring KMC Data in order to allow the continued provision of service to customers of the KMC tandem services business. The following U. S. entities hold a 10% or greater ownership interest in Hypercube: Nassau Capital (33%); Annex Holdings I LP (“ Annex”) (33%); and Kamine Credit Corporation (33%). 7 Annex is 89% owned by its limited partner, Coller International Partners IV- D, a Cayman Islands investing company. Annex’s general partner is Coller International General Partner IV, L. P., also a Cayman Islands investing company. Kamine Credit Corporation is 100% owned by Mr. Harold Kamine, a U. S. citizen. No other entity holds a 10% or greater direct or indirect voting or equity interest in KMC Data. On November 15, 2005, the Applicants entered into an Asset Purchase Agreement (“ Agreement”). Applicants have agreed to complete a series of transactions whereby KMC Data will become a wholly owned direct subsidiary of Hypercube, a recently formed limited liability company that includes the senior management team of KMC Data. The change in ownership will be structured as a direct acquisition by Hypercube of the KMC Data membership interests. Under the terms of the Agreement, Hypercube will acquire the membership interests of KMC 4 KMC Data is wholly owned by KMC Data Sub Holdings IV LLC, who is, in turn, wholly owned by KMC Data Holdco Sub LLC, who is, in turn, wholly owned by KMC Data Holdco LLC. KMC Data Sub Holdings IV LLC, KMC Data Holdco Sub LLC and KMC Data Holdco LLC are all U. S. limited liability companies. KMC Data Holdco LLC, a U. S. holding company, is wholly owned by KMC Holdings. 5 Members of the KMC family of companies, including KMC Telecom III LLC, KMC Telecom V, Inc., and KMC Data, hold (or have held in the past) authority to provide regulated services in states nationwide, including Section 214 authority. 6 The voting ownership of GECC in KMC Holdings includes, in addition to GECC, the following affiliates under common control: GE Capital CFE, Inc., Copper Beech Holdings, LLC, LT Holdco 11 LLC, and Repulse Bay Capital, LLC. 7 Hypercube’s ownership includes former owners of KMC Holdings. Specifically, most of the outstanding shares of Hypercube are owned by Nassau Capital, Annex, and Kamine Credit Corporation, entities which each separately held shares equating, in the aggregate, to a minority ownership of KMC Holdings, and thus KMC Data. Hypercube therefore shares continuity of ownership with KMC Data. 2 5 In addition, one copy of each pleading must be sent to each of the following: (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- C212, Washington, D. C. 20554; email: tracey. wilson- parker@ fcc. gov; (3) Denise Coca, Competition Policy Division, Wireline Competition Bureau, 445 12th Street, S. W., Room 5-, Washington, D. C. 20554; e- mail: denise. coca@ 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 Tracey Wilson- Parker at (202) 418- 1394, or Denise Coca at (202) 418- 0574. - FCC - 5