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 08-2254 Released: October 8, 2008 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF FIRST COMMUNICATIONS, INC. TO RENAISSANCE ACQUISITION CORP. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 08-207 Comments Due: October 22, 2008 Reply Comments Due: October 29, 2008 On September 29, 2008, First Communications, Inc. (FCI), First Communications, LLC (FCL), Xtension Services, Inc. (Xtension), Globalcom, Inc. (Globalcom), and Renaissance Acquisition Corp. (RAC) (collectively, the Applicants) filed an application, pursuant to section 63.03 of the Commission’s rules, for consent to transfer control of FCL, Xtension and Globalcom to RAC.1 FCI, a Delaware corporation, provides local, private line, and/or long distance services, toll-free services, conference calling packages, calling cards, prepaid calling cards, and dedicated and private line services through its operating subsidiaries FCL and Xtension. FCL, an Ohio limited liability company, is authorized to provide local, private line, and/or long distance services to both business and residential customers in 49 states. Xtension, a Delaware corporation, is authorized to provide long distance telecommunications services in 13 states and local exchange services in New Jersey. Globalcom, an Illinois corporation, is a voice service provider primarily to small and medium sized business customers in the Chicagoland MDA.2 Globalcom is a wholly-owned subsidiary of Globalcom Holdings, Inc. (U.S. Citizenship). RAC, a Delaware corporation, was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, or other similar business combination with an operating business. For the purpose of accomplishing this proposed transaction, RAC has created a new merger subsidiary, FCI Merger Sub I, Inc. (Merger Sub I), a Delaware corporation and direct wholly-owned subsidiary of RAC, and has created FCI Merger Sub II, LLC (Merger Sub II), a Delaware limited liability company and direct wholly-owned subsidiary of RAC.3 RAC and FCI entered into an Agreement and Plan of Merger on 1 47 C.F.R § 63.03; see 47 U.S.C. § 214. Applicants are also filed applications for the transfer of control associated with authorizations for international and radio services. Any action on this domestic section 214 application is without prejudice to Commission action on other related, pending applications. Applicants filed an amendment to their application on October 3, 2008. 2 Applicants anticipate consummating the transfer of control of Globalcom to FCI before consummating the proposed transaction. See Notice of Domestic Section 214 Authorization Granted, WC Docket No. 08-158 and 08- 161, DA 08-2098 (Sept. 15, 2008). 3 Applicants anticipate changing the name of Merger Sub II after closing. 2 September 13, 2008, whereby (1) FCI will merge into and with Merger Sub I with FCI surviving and (2) FCI will merge into and with Merger Sub II with Merger Sub II surviving. As a result of the proposed transaction, FCI, Xtension and Globalcom will be wholly-owned subsidiaries of RAC, which intends to change its name to First Communications, Inc. After consummation of the proposed transaction, the following U.S. citizens will own or control ten percent or more of the equity of Renaissance Acquisition Corp.: Gore FC Holdings, LLC (11.09);4 Barry W. Florescue (8.94%).5 The following entities own or control ten percent or more of the equity of Gores FC Holdings, LLC: Gores Alternative Investments, I, L.P. (41%); Gores Alternative Investments II, L.P. (20.76%); Gores Co-Invest Partnership, L.P. (22.5%); Gores Capital Advisors, LLC (10%). Gores Capital Advisors, LLC (General Partner all three limited partnerships) owns or controls Gores Alternative Investments I, L.P., Gores Alternative Investments II, L.P., and Gores Co-Invest Partnership, L.P. Gores Group, LLC (Managing Member) owns or controls Gores Capital Advisors, LLC. Alex E. Gores is the Managing Member of The Gores Group, LLC. No other entity is expected to hold a 10% or greater direct or indirect interest in RAC. 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 this application will serve the public interest, convenience, and necessity.6 Application Filed for the Transfer of Control of First Communications, Inc., to Renaissance Acquisition Corp., WC Docket No. 08-207 (filed Sept. 29, 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 22, 2008, and reply comments on or before October 29, 2008. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day after the date of this notice.7 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). 4 Although Gore FC Holdings, LLC is expected to hold a 11.09% interest at closing, the percentage may vary slightly depending on whether certain shareholders elect to convert their shares to cash, causing a decrease in the total number of outstanding shares. 5 Mr. Florescue’s expected 8.94% interest will be a combination of direct and indirect ownership as the Managing Member of RAC Partners, LLC. In addition, Mr. Florescue’s interest might increase as high as 13.99% subject to the outcome of the initial public offering of RAC stock. 6 47 C.F.R. § 63.03(b)(1)(ii). 7 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in connection with the proposed transaction. 3 § 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 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) Dennis Johnson, Competition Policy Division, Wireline Competition Bureau, dennis.johnson@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 Dennis Johnson at 202 / 418-0809. - FCC -