*Pages 1--5 from Microsoft Word - 56564.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- 915 Released: April 20, 2006 DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF EVEREST MIDWEST, LLC FROM AQUILA, INC. TO EVEREST CONNECTIONS HOLDINGS, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 06- 75 Comments Due: May 4, 2006 Reply Comments Due: May 11, 2006 On March 24, 2006, Aquila, Inc. (“ Aquila”) and Everest Connections Holdings, Inc. (“ Everest Connections Holdings”) (collectively, the “Applicants”) filed an application pursuant to section 63.04 of the Commission’s rules 1 to transfer control of Everest Midwest, LLC (“ Everest Midwest”), a holder of domestic and international Section 214 authorizations, from Aquila to Everest Connections Holdings. 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: (1) Everest Connections Holdings will have a market share in the interstate, interexchange market of less than 10 percent; (2) Everest Connections Holdings will provide competitive telephone exchange service or exchange access services exclusively in geographic areas served by a dominant local exchange carrier that is not a party to this application; and (3) neither of the applicants is dominant with respect to any service. 3 Aquila, a Delaware publicly traded corporation whose principal businesses are natural gas and electric power distribution and the generation of electric power, indirectly owns and controls Everest Midwest, a competitive local exchange carrier (“ LEC”) providing voice and 1 See 47 C. F. R. § 63.04. 2 Counsel for Everest Connections Holdings filed a supplement to this Application on April 6, 2006. Applicants have also filed an application for consent to transfer authorization for international services. Any action on this domestic 214 application is without prejudice to Commission action on other related pending applications. 3 See 47 C. F. R. § 63.03( b)( 2)( i). 1 2 data communications services in the Kansas City metropolitan area. In addition to local telephone service, Everest Midwest provides domestic and international long distance service to its customers on a resale basis and holds both domestic and international Section 214 authorizations from the Commission. Aquila indirectly owns and controls Everest Global Technologies Group, LLC, which owns Everest Holdings I, LLC, which wholly owns Everest Midwest. Everest Connections Holdings, a Delaware corporation, was created for the purpose of acquiring the membership interests of Everest Holdings I, LLC. Everest Connections Holdings is wholly owned by Everest Broadband, Inc. (“ Everest Broadband”). The following entities own a 10% or greater direct or indirect interest in Everest Broadband: Seaport Capital Partners III AIV, L. P., a Delaware limited partnership (62%); Seaport Capital Partners III/ A AIV, L. P., a Delaware limited partnership (19% through interest in Everest Broadband, Seaport Splitter Partnership, L. P., and Seaport Blocker Corp. Ltd.); AIG Global Investment Corp., a U. S. corporation (18%); and Seaport Splitter Partnership, L. P., a Delaware limited partnership (12%). The following entities or individuals own a 10% or greater indirect interest in Everest Broadband as limited partners of Seaport Capital Partners III AIV, L. P.: State Street Bank and Trust Company as Trustee for the Dupont Pension Trust, a U. S. investor (24%); and Robert W. Johnson IV, a U. S. citizen (12%). Seaport Capital Partners III AIV, L. P. is controlled by its general partner Seaport Investment Partners III, L. P., a Delaware limited partnership, which is in turn controlled by its sole general partner Seaport Associates III, LLC, a Delaware limited liability company. 4 Auber Investments Limited, a British Virgin Islands company, holds a 12% indirect interest in Everest Broadband through its limited partner ownership in Seaport Capital Partners III/ A AIV, LP. AIG Global Asset Management Holdings, Inc., a U. S. holding company, holds an 18% indirect ownership interest in Everest Broadband through its ownership of AIG Global Investment Corp. AIG Capital Corp., a U. S. holding company, holds an 18% indirect ownership interest in Everest Broadband through its ownership interest in AIG Global Asset Management Holdings, Inc. American International Group, Inc., a U. S. corporation, holds an 18% indirect ownership interest in Everest Broadband through its ownership interest in AIG Capital Corp. Seaport Blocker Corp. Ltd., a Cayman Islands limited liability exempted company, holds a 12% indirect ownership interest in Everest Broadband through its ownership interest in Seaport Splitter Partnership, L. P. The entire Seaport family of companies and partnerships are 4 Seaport Associates III, LLC is owned by five individual members, William Luby, James Collis, Kevin Brandon, Stephen McCall, and Alison Mulhern, each of whom is a U. S. citizen. Letter from Michael G. Jones, Counsel for Everest Connections Holdings, Inc., to Marlene H. Dortch, Secretary, FCC, WC Docket No. 06- 75 (filed Apr. 17, 2006). 2 5 (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) Kimberly Jackson, Competition Policy Division, Wireline Competition Bureau, 445 12th Street, S. W., Room 5- C317, Washington, D. C. 20554; e- mail: kimberly. jackson@ 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 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 Tracey Wilson- Parker at (202) 418- 1394, or Kimberly Jackson at (202) 418- 7393. - FCC - 5