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 10-1809 Released: September 24, 2010 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF UNITE PRIVATE NETWORKS, L.L.C. AND UNITE PRIVATE NETWORKS-ILLINOIS, L.L.C. TO UPN HOLDINGS LLC STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 10-186 Comments Due: October 8, 2010 Reply Comments Due: October 15, 2010 On September 7, 2010, Unite Private Networks, L.L.C. (UPN), Unite Private Networks-Illinois, L.L.C. (UPNI), and UPN Holdings LLC (UPN Holdings) (collectively, Applicants) filed an application pursuant to section 63.03 of the Commission’s rules to request approval to transfer control of UPN and UPNI to UPN Holdings.1 UPN and UPNI are both Missouri limited liability companies providing facilities-based, high capacity telecommunications services to schools, libraries, governments, carriers, and large enterprise customers. UPN provides competitive local exchange carrier (LEC) and interexchange services in Arizona, Colorado, Georgia, Indiana, Iowa, Kansas, Missouri, Montana, Nebraska, and Washington. UPNI is authorized to provide competitive LEC and interexchange services in Illinois. The following U.S. citizens own at least 10 percent of the equity of UPN and UPNI: Kevin M. Anderson (25%), Ronald C. Reckrodt (25%), Dennis R. Devoy (25%), and Jeffrey S. Ingram (25%). UPN Holdings, a Delaware limited liability company, does not itself provide telecommunications services. Banc of America Capital Investors V, LP (Banc of America Capital), a Delaware limited partnership, formed UPN Holdings as a wholly owned subsidiary to enter into the proposed transaction. Applicants state that BA Equity Investors, Inc. has a 99.5% limited partnership interest in Banc of America Capital, and Ridgemont Capital Management V, L.P. has a 0.5% general partner interest in Banc of America Capital. Both of these entities are Delaware based. BA Equity Investors, Inc. is wholly owned by Bank of America Corporation, a U.S. entity, of which no single individual or entity owns more than 10 percent. The general partner of Ridgemont Capital Management V, L.P. is REP I GP, LLC, a U.S. entity, and J. Travis Hain, a U.S. citizen, is its managing member.2 1 47 C.F.R § 63.03; see 47 U.S.C. § 214. Applicants filed supplements to their application on September 17 and 23, 2010. 2 Applicants state UPN Holdings is currently affiliated with several U.S. based competitive telecommunications providers. Pursuant to the terms of the proposed transaction, UPN and UPNI will merge with and into wholly owned subsidiaries formed by UPN Holdings and will be indirect, wholly owned subsidiaries of UPN Holdings. Applicants state that Banc of America Capital will own 89.11% of the equity of UPN Holdings, and Kevin M. Anderson and Ronald C. Reckrodt will each own 5.45% of UPN Holdings after the transaction closes. Applicants assert that the proposed transaction is entitled to presumptive streamlined treatment under section 63.03(b)(2)(i) of the Commission’s rules and that a grant of the application will serve the public interest, convenience, and necessity.3 Domestic Section 214 Application Filed for the Transfer of Control of Unite Private Networks, L.L.C. and Unite Private Networks-Illinois, L.L.C. to UPN Holdings LLC, WC Docket No. 10-186 (filed Sept. 7, 2010). 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 8, 2010, and reply comments on or before October 15, 2010. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day after the date of this notice.4 Comments must be filed electronically using (1) the Commission’s Electronic Comment Filing System (ECFS) or (2) the Federal Government’s e-Rulemaking 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 e-Rulemaking 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, e-mail 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; 3 47 C.F.R. § 63.03(b)(2)(i). 4 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in connection with the proposed transaction. 4) David Krech, Policy Division, International Bureau, david.krech@fcc.gov; and 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; e-mail: 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-