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 10-2099 Released: November 1, 2010 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF CYPRESS COMMUNICATIONS OPERATING COMPANY, LLC TO THE BROADVOX HOLDING COMPANY, LLC STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 10-216 Comments Due: November 15, 2010 Reply Comments Due: November 22, 2010 On October 15, 2010, Cypress Communications Operating Company, LLC (Cypress), TechInvest Holding Company, Inc. (THC), and The Broadvox Holding Company, LLC (Broadvox) (collectively, Applicants) filed an application pursuant to section 63.03 of the Commission’s rules to transfer control of Cypress to Broadvox.1 Cypress, a Delaware limited liability company, is authorized to provide competitive local exchange carrier (LEC) and long distance telecommunications services in 31 states and the District of Columbia.2 It serves customers located primarily in office buildings in major metropolitan areas. Cypress is a wholly owned subsidiary of Cypress Communications, Inc. (CCI) that is, in turn, a wholly owned subsidiary of Cypress Communications Holding Company (Cypress Holding). Cypress Holding is wholly owned by THC. All are Delaware entities. THC is controlled by affiliates of Arcapita Bank B.S.C. (c) (Arcapita), a joint stock company organized under the laws of the Kingdom of Bahrain, and that currently holds, indirectly, a majority of Cypress’s stock. Broadvox, a Delaware limited liability company, is a holding company that operates through its subsidiaries, BroadvoxGO! LLC, Broadvox, LLC, Brivia Acquisition, LLC, and Origination Technologies, LLC. Applicants state that the Broadvox subsidiaries provide VoIP services throughout the U.S. to carriers, Internet Service Providers, and application service providers. Another subsidiary, 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 this domestic section 214 application is without prejudice to Commission action on other pending applications. Applicants filed a supplement to their domestic section 214 application on October 29, 2010. 2 Applicants state that Cypress is authorized to provide service in Alabama, Arizona, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Georgia, Illinois, Indiana, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Nevada, New Jersey, New York, North Carolina, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, Washington, and Wisconsin. Cypress also provides Voice over Internet Protocol (VoIP) services in multiple states. 2 Broadvox CLEC, LLC, is authorized or has applied for authorizations to provide competitive LEC service in 43 states. Applicants state that no Broadvox entity currently provides domestic telecommunications services. Broadvox is owned and managed by its sole member, Broadvox, Inc., an Ohio holding company. Three individuals, all U.S. citizens, hold a 10 percent or greater interest in Broadvox, Inc.: Andre Temnorod (43.66 percent), Eugene Blumin (21.83 percent), and Alex Bederman (21.83 percent).3 Applicants state that no other entity or individual holds a ten percent or greater ownership interest in Broadvox, Inc. Pursuant to the terms of the proposed transaction, CCI Acquisition Corp. (a newly formed wholly-owned subsidiary of Broadvox), will merge with and into THC. THC will be the surviving corporation and will continue in existence as a wholly-owned subsidiary of Broadvox. As a result, Cypress will become a wholly-owned indirect subsidiary of Broadvox. Immediately before closing the transaction, Arcapita will reorganize the corporate structure of Cypress on a pro forma basis. Applicants state that, once the proposed transaction closes, Arcapita will have no equity interests in either Cypress or Broadvox and no form of control or management oversight.4 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.5 Domestic Section 214 Application Filed for the Transfer of Control of Cypress Communications Operating Company, LLC to The Broadvox Holding Company, LLC, WC Docket No. 10-216 (filed Oct. 15, 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 November 15, 2010, and reply comments on or before November 22, 2010. 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 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). 3 Applicants state that Mr. Temnorod, Mr. Blumin, and Mr. Bederman also own Infotelecom, LLC, a Delaware limited liability company that provides wholesale VoIP services in multiple states. 4 Applicants further state that Arcapita will receive two promissory notes from Broadvox, and Broadvox will also issue a warrant to a new Arcapita subsidiary, New THC LLC, a Delaware limited liability company, that will entitle New THC LLC to receive in cash the fair market value of less than 20 percent of the issued and outstanding membership interests of Broadvox, plus certain distributions. New THC LLC can exercise the warrant only upon the occurrence of certain liquidity events that are wholly outside of Arcapita’s control. New THC LLC will also have the right to designate one individual, who is a U.S. citizen, as a non-voting observer to the board of Broadvox, Inc. and its subsidiaries. 5 47 C.F.R. § 63.03(b)(2)(i). 6 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 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, Competition Policy Division, Wireline Competition Bureau, tracey.wilson@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 at (202) 418-1394 or Jodie May at (202) 418-0913. -FCC-