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 10-1912 Released: October 4, 2010 DOMESTIC SECTION 214 APPLICATIONS FILED FOR THE TRANSFER OF CONTROL OF TRI-M COMMUNICATIONS, INC. D/B/A TMC COMMUNICATIONS FROM THE ESTATE OF JOHN MARSCH TO 5LINX ENTERPRISES, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 10-181 Comments Due: October 18, 2010 Reply Comments Due: October 25, 2010 On August 24 and 26, 2010, Tri-M Communications, Inc. d/b/a TMC Communications (TMC) filed two applications pursuant to section 63.03 of the Commission’s rules1 to transfer the company from the John Marsch Revocable Trust (Marsch Trust) to the Estate of John Marsch (Marsch Estate), and, ultimately, to 5LINX Enterprises, Inc. (5LINX) (collectively, Applicants). TMC, a California corporation, provides interstate and intrastate interexchange services in the 48 contiguous states. Upon the death of Mr. John Marsch on May 17, 2006, TMC was transferred from the Marsch Trust to the Marsch Estate.2 Applicants state that the Marsch Estate is comprised of Mr. Marsch’s daughters, Michelle Marsch Cutlip (50 percent interest, U.S. citizen) and Melissa Marsch-Baker (50 percent, U.S. citizen). Ms. Marsch-Baker’s 50 percent interest in the Marsch Estate is administered through the Melissa Marsch-Baker Trust with Michael E. Pfau, a U.S. citizen, as the Trustee. On July 6, 2010, TMC entered into an agreement under which 5LINX will purchase all of the common stock of TMC. 5LINX, a Delaware corporation, provides Voice over Internet Protocol services 1 47 C.F.R § 63.03; see 47 U.S.C. § 214. Applicants also filed an application for transfer of control associated with authorizations for international services. Any action on these domestic section 214 applications is without prejudice to Commission action on other, pending applications. Applicants filed supplements to their domestic section 214 applications on September 3 and October 1, 2010. 2 Applicants state that John Marsch transferred his shares in TMC to the Marsch Trust on June 30, 2000 such that the Marsch Trust owned 100 percent of the common stock of TMC. They state that Mr. Marsch controlled the Trust at all times and was its lifetime beneficiary. Applicants did not seek approval for the involuntary transfer of control of TMC from the Marsch Trust to the Marsch Estate upon Mr. Marsch’s death. On October 4, 2010, the Wireline Competition Bureau granted Applicants’ request for special temporary authority for that transaction for a period of 60 days to allow TMC to continue operations and avoid customer impact while the domestic section 214 applications are pending. A grant of the applications will be without prejudice to any enforcement action by the Commission for non-compliance with the Communications Act of 1934, as amended, or the Commission’s’ rules. Letter from Becky Heggelund to FCC, WC Docket No. 10-181 (filed Sept. 28, 2010). on a nationwide basis through its wholly owned U.S. based subsidiary, GLOBALINX Enterprises, LLC. The following U.S. citizens and U.S based entities own 10 percent or more of the equity of 5LINX: Craig Jerabeck (22 percent); Jeb Tyler (22 percent), Jason Guck (22 percent), and Shalam Investment Co., LLC (10 percent), which is wholly owned by John Shalam, a U.S. citizen. Trillium Lakefront Partners III, LP (Trillium LP) and Trillium Lakefront Partners III NY, L.P. (Trillium NY), both U.S. based investment entities, each own 7.5 percent of 5LINX. Trillium NY is wholly owned by the New York State Retirement Fund, which Applicants state has no 10 percent or greater equity owners. TLP III GP NY, LLC controls and acts as a general partner for Trillium NY, and Joseph Harris, a U.S. citizen, owns a 12.5 percent interest in the general partnership. Applicants state that there are no 10 percent or greater equity owners of Trillium LP, and that it is controlled by its general partner, Trillium III Managing GP, LLC. Trillium Fund Management, LLC owns 87.5 percent of the general partnership, and Trillium Group LLC wholly owns Trillium Fund Management, LLC. Trillium Group LLC is owned by the following U.S. citizens: Kevin Phelps, Dennis DeLeo, Jose Coronas, Frank Strong, Robert Frame, Chris O’Donnell. All entities are U.S.-based. Applicants state that 5LINX is not affiliated with any other telecommunications company. 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 Applications Filed for the Transfer of Control of Tri-M Communications, Inc. d/b/a TMC Communications from the Estate of John Marsch to 5LINX Enterprises, Inc., WC Docket No. 10-181 (filed Aug. 24 and 26, 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 18, 2010, and reply comments on or before October 25, 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 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. 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; 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-