*Pages 1--6 from Microsoft Word - 55948.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- 665 Released: March 24, 2006 DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL AND ACQUISITION OF CERTAIN ASSETS OF COX COMMUNICATIONS, INC., COX NORTH CAROLINA TELCOM, L. L. C., TCA COMMUNICATIONS, L. L. C., COX TEXAS TELCOM, L. P., COX LOUISIANA TELCOM, L. L. C., COX MISSOURI TELCOM, L. L. C., COX OKLAHOMA TELCOM, L. L. C., AND COX CALIFORNIA TELCOM, L. L. C. TO CEBRIDGE TELECOM LIMITED, LLC AND CEBRIDGE TELECOM GENERAL, LLC STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 05- 350 Comments Due: April 7, 2006 Reply Comments Due: April 14, 2006 On December 16, 2005, Cebridge Telecom Limited, LLC and Cebridge Telecom General, LLC (together, “Cebridge”), and Cox Communications, Inc., Cox North Carolina Telcom, L. L. C. (“ CNC”), TCA Communications, L. L. C. (“ TCAC”), Cox Texas Telcom, L. P. (“ CTT”), Cox Louisiana Telcom, L. L. C. (“ Cox Louisiana”), Cox Missouri Telcom, L. L. C. (“ Cox Missouri”), Cox Oklahoma Telcom, L. L. C. (“ Cox Oklahoma”), and Cox California Telcom, L. L. C. (“ Cox California”) (together, “Transferors”) (collectively with Cebridge, “Applicants”), filed an application, pursuant to section 63.04 of the Commission’s rules, 1 seeking authority to: (i) transfer control of CNC and TCAC to Cebridge Telecom Limited, LLC; (ii) transfer control of ninety- nine percent of CTT to Cebridge Telecom Limited, LLC and one percent of CTT to Cebridge Telecom General, LLC; and (iii) assign a portion of the telecommunications customer base and certain assets associated with providing service to customers of Cox Louisiana, Cox Missouri, Cox Oklahoma, and Cox California to Cebridge Telecom Limited, LLC. 2 1 47 C. F. R § 63.04; see 47 U. S. C. § 214. 2 Applicants filed a supplement to and amendment of their application on March 21, 2006. Applicants are also filing an application for transfer of control associated with authorization for international services and an application to obtain new, global facilities- based and global resale international section 214 authority. Any action on this domestic 214 application is without prejudice to Commission action on other related, pending applications. 1 2 Applicants assert that this transaction is entitled to presumptive streamlined treatment under section 63.03( b)( 1)( ii) of the Commission’s rules because the transferees are not telecommunications providers. 3 Applicants also assert that the application qualifies for streamlined treatment under section 63.03( b)( 2)( i) of the Commission’s rules because: (i) the proposed transaction would result in Cebridge and all of its affiliates having a market share in the interstate, interexchange market of less than ten percent; (ii) Cebridge and all of its affiliates would 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 proposed transaction; and (iii) none of the Applicants or any of their affiliates is dominant with respect to any service. 4 Cox Communications, Inc., a Delaware corporation, is the ultimate parent corporation of CNC, TCAC and CTT (collectively, “Transferring Cox Entities”), and is also the ultimate parent corporation of Cox Louisiana, Cox Missouri, Cox Oklahoma, and Cox California (collectively, “Assigning Cox Entities”). CNC, a Delaware limited liability company that holds a Certificate of Public Convenience and Necessity from the North Carolina Utilities Commission, but holds no other telecommunications assets, does not currently provide any telecommunications services. TCAC, a Texas limited liability company, holds two Certificates of Public Convenience and Necessity from the Arkansas Public Service Commission, 5 and provides telecommunications services under the Federal Schools and Libraries program. CTT, a Delaware limited partnership that holds a Service Provider Certificate of Operating Authority from the Texas Public Utilities Commission, provides interstate and international telecommunications services to residential customers (and a small number of small business customers) in Texas. In addition, CTT provides telecommunications services under the Federal Schools and Libraries program. Cox Louisiana, a Louisiana limited liability company, provides telecommunications services under the Federal Schools and Libraries program in certain parts of Louisiana affected by the proposed transaction. Cox Missouri, a Missouri limited liability company, provides telecommunications services under the Federal Schools and Libraries program in certain parts of Missouri affected by the proposed transaction. 3 47 C. F. R. § 63.03( b)( 1)( ii). 4 47 C. F. R. § 63.03( b)( 2)( i). 5 Another Cox entity, Cox Arkansas Telcom, L. L. C., also is authorized to provide service in Arkansas, but is not affected by this transaction. 2 3 Cox Oklahoma, an Oklahoma limited liability company, provides telecommunications services under the Federal Schools and Libraries program in certain parts of Oklahoma affected by the proposed transaction. Cox California, a California limited liability company, provides telecommunications services under the Federal Schools and Libraries program in certain parts of California affected by the proposed transaction. Aside from the residential and small business customers of CTT, the only telecommunications customers of the Transferring and Assigning Cox Entities are schools and libraries to which certain of the entities provide the underlying telecommunications transport for Wide Area Networks and Internet access services. Cebridge, Delaware limited liability companies, and their affiliates do not currently provide telecommunications services. Cebridge entities are indirect, wholly- owned subsidiaries of Cebridge Connections Holdings, LLC (“ Cebridge Holdings”), a U. S. entity. OCM Principal Opportunities Fund II, LP (“ OCM”), PAR Investment Partners, LP (“ PAR”), and GS Capital Partners 2000, LP (“ GS Capital”), each U. S. private investment companies, hold an aggregate 68.22% equity and voting interest in Cebridge Holdings. No other investor holds a 10% or greater interest in Cebridge Holdings. Further, each 10% or greater interest holder, each of which is a U. S. entity, in OCM, PAR, and GS Capital holds, as a result of its ownership interest in OCM, PAR or GS Capital, as the case may be, less than a 10% indirect equity and voting interest in Cebridge. The Applicants, through a signed asset purchase agreement by an affiliate of Cebridge and certain affiliates of Transferors, propose to transfer control of the Transferring Cox Entities to Cebridge Telecom Limited, LLC (except for the 1% general partnership interest in CTT to be transferred to Cebridge Telecom General, LLC), and assign the telecommunications assets, currently used to provide video, Internet access, and telecommunications services, and the telecommunications customer base of the Assigning Cox Entities to Cebridge Telecom Limited, LLC. Telecommunications assets of the Transferring and Assigning Cox Entities to be acquired by Cebridge include, but are not limited to: hybrid coaxial cable and fiber communications plant; franchise rights; state telecommunications certificates of public convenience and necessity; and customer contracts. The residential and small business customers in the following Texas communities will be transferred to Cebridge: Abilene, Amarillo, Andrews, Athens, Big Spring, Bryan, Burke, Cannon AFB, Canyon, Clarksville City, Coahoma, College Station, Como, Conroe, Diboll, Dyess AFB, Farwell, Floyada, City of Gainesville, Gatesville, Georgetown, Gladewater, Goodfellow AFB, Grande Saline, Hearne, Henderson, City of Hideaway, Honey Grove, Hudson, Huntsville, Jacksonville, Jarrell, Lake Tanglewood, Leander, Lindale, Lubbock, Lufkin, City of Midland, Mineola, Mineral Wells, Mt. Pleasant, Mt. Vernon, Nacogdoches, Oak Ridge, City of Panorama Village, Paris, Pflugerville, Plainview, Quitman, Reno, Roxton, Sadler, San Angelo, Scurry County, City of Shallowater, Snyder, South Mountain, Sulphur Springs, Sweetwater, Toco, Tye, Tyler, Union Grove, Victoria, Warren City, 3 6 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) 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 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 Adam Kirschenbaum at (202) 418- 7280. - FCC - 6