PUBLIC NOTICE Federal Communications Commission 445 12th St., S.W. Washington, D.C. 20554 News Media Information 202 / 418-0500 Internet: http://www.fcc.gov TTY: 1-888-835-5322 DA 08-2214 Released: October 1, 2008 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF GLOBAL TEL*LINK CORPORATION FROM GTEL HOLDINGS, INC. TO GTEL ACQUISITION CORP. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 08-198 Comments Due: October 15, 2008 Reply Comments Due: October 22, 2008 On September 15, 2008, GTEL Holdings, Inc. (GTEL), the parent company of Global Tel*Link Corporation (Global), and GTEL Acquisition Corp (GTEL Acquisition) (collectively, Applicants) filed an application pursuant to section 63.03 of the Commission’s rules to transfer control of Global from GTEL to GTEL Acquisition.1 Global, a Delaware corporation, provides telecommunications services, including payphone services, to inmates of state and county departments of corrections in 38 states. Global’s principal shareholders, through holding interests in GTEL, are affiliated with and controlled by The Gores Group, LLC, as well as private equity funds affiliated with The Goldman Sachs Group, Inc. Together, these two groups own currently approximately 90 percent of the attributable interests in Global. GTEL Acquisition, a Delaware corporation that does not provide telecommunications services, is wholly owned by GTEL Holding LLC, a Delaware limited liability company. Applicants state that the following U.S-based entities directly own or control 10 percent of the equity of GTEL Holding LLC: The Veritas Capital Fund III, L.P. (49.4 percent of the voting equity) and GS Direct, L.L.C. (40.4 percent of the voting equity). The Veritas Capital Fund III, L.P. is managed by its sole general partner, Veritas Capital Partners III, L.L.C., a Delaware limited liability company, that is controlled by its managing member, Robert B. McKeon, a U.S citizen.2 The Goldman Sachs Group, Inc. owns 100 percent of the equity interest in GS Direct, L.L.C., including the right to replace Goldman Sachs & Co., the sole manager of GS Direct, L.L.C. Applicants state that all of the limited partner equity interests in Goldman, Sachs & Co. are held directly or indirectly by The Goldman Sachs Group, Inc., and The Goldman, Sachs 1 47 C.F.R § 63.03; see 47 U.S.C. § 214. Applicants are also filing an application for transfer of control associated with authorization for international services. Any action on this domestic section 214 application is without prejudice to Commission action on other related, pending applications. Applicants filed a supplement to their domestic section 214 application on September 25, 2008. 2 Applicants state that Credit Suisse Private Equity, Inc., a Delaware corporation, indirectly holds 15.2 percent of the attributable voting equity in GTEL Holding LLC. Applicants further state that Credit Suisse Private Equity, Inc. indirectly controls investment funds and is affiliated with one other investment fund, the limited partners of which are passive investors. These funds own passive limited partnership interests in The Veritas Capital Fund III, L.P. 2 & Co. L.L.C. controls Goldman, Sachs & Co. as its sole general partner.3 All of the Goldman, Sachs entities are U.S.-based. Applicants state that no other entities will directly or indirectly own at least 10 percent of the equity of GTEL Acquisition.4 Pursuant to the terms of the proposed transaction, GTEL Acquisition, GTEL Merger Corp., a Delaware corporation and wholly-owned subsidiary of GTEL Acquisition (Merger Sub), GTEL, and The Gores Group, LLC have entered into an agreement whereby Merger Sub will be merged into GTEL, with GTEL remaining in existence as the surviving corporation. As a result of the proposed merger, the current holders of equity interests in GTEL (other than Global’s management) will receive cash compensation in exchange for such interests, and GTEL Acquisition will receive all of the remaining equity interests in GTEL. Applicants assert that the proposed transaction is entitled to presumptive streamlined treatment under section 63.03(b)(1)(ii) of the Commission’s rules and that a grant of the application will serve the public interest, convenience, and necessity.5 Application Filed for the Transfer of Control of Global Tel*Link Corporation from GTEL Holdings, Inc. to GTEL Acquisition Corp., WC Docket No. 08-198 (filed Sept. 15, 2008). GENERAL INFORMATION The Wireline Competition Bureau finds, upon initial review, that the transfer of control identified herein is acceptable for filing as a streamlined application. The Commission reserves the right to return any transfer of control application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules and policies. Pursuant to section 63.03(a) of the Commission’s rules, 47 C.F.R. § 63.03(a), interested parties may file comments on or before October 15, 2008, and reply comments on or before October 22, 2008. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day after the date of this notice.6 Comments must be filed electronically using (1) the Commission’s Electronic Comment Filing System (ECFS) or (2) the Federal Government’s eRulemaking Portal. See 47 C.F.R. § 63.03(a) (“All comments on streamlined applications shall be filed electronically . . . .”); Electronic Filing of Documents in Rulemaking Proceedings, 63 FR 24121 (1998). § Comments may be filed electronically using the Internet by accessing the ECFS, http://www.fcc.gov/cgb/ecfs/, or the Federal eRulemaking Portal, http://www.regulations.gov. Filers should follow the instructions provided on the website for submitting comments. § For ECFS filers, if multiple docket or rulemaking numbers appear in the caption of this proceeding, filers must transmit one electronic copy of the comments for each docket or rulemaking number referenced in the caption. In completing the transmittal screen, filers should 3 Applicants state that The Goldman Sachs Group, Inc., a public company, holds all of the equity interests in The Goldman, Sachs & Co. L.L.C. 4 Applicants state that GTEL Acquisition is affiliated with several wireless and wireline carriers in which the Goldman Sachs entities have ownership interests. 5 47 C.F.R. § 63.03(b)(1)(ii). 6 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in connection with the proposed transaction. 3 include their full name, U.S. Postal Service mailing address, and the applicable docket or rulemaking number. Parties may also submit an electronic comment by Internet e-mail. To get filing instructions, filers should send an e-mail to ecfs@fcc.gov, and include the following words in the body of the message, “get form.” A sample form and directions will be sent in response. In addition, email one copy of each pleading to each of the following: 1) The Commission’s duplicating contractor, Best Copy and Printing, Inc., fcc@bcpiweb.com; phone: 202 / 488-5300; fax: 202 / 488-5563; 2) Tracey Wilson-Parker, Competition Policy Division, Wireline Competition Bureau, tracey.wilson- parker@fcc.gov; 3) Jodie May, Competition Policy Division, Wireline Competition Bureau, jodie.may@fcc.gov; 4) David Krech, International Bureau, Policy Division, International Bureau, david.krech@fcc.gov; 5) Jim Bird, Office of General Counsel, jim.bird@fcc.gov. Filings and comments are 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; email: fcc@bcpiweb.com; url: www.bcpiweb.com. People with Disabilities: To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at 202 / 418-0530 (voice), 202 / 418-0432 (tty). For further information, please contact Tracey Wilson-Parker at 202 / 418-1394 or Jodie May at 202 / 418-0913. - FCC -