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 11-1836 Released: November 1, 2011 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF FIRST COMMUNICATIONS, INC. OPERATING SUBSIDIARIES TO GORES FC HOLDINGS, LLC STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 11-182 Comments Due: November 15, 2011 Reply Comments Due: November 22, 2011 On October 27, 2011, First Communications, Inc. (FCI), First Communications, LLC (FCL), Globalcom, Inc. (Globalcom), First Telecom Services, LLC (FTS), Xtension Services, Inc. (Xtension), and Gores FC Holdings, LLC (Gores FC) (collectively, Applicants) filed an application pursuant to section 63.03 of the Commission’s rules1 to transfer control of FCL, Globalcom, FTS, and Xtension (collectively, the FCI Operating Companies or Licensees) to Gores FC, an investment entity ultimately managed by The Gores Group, LLC (The Gores Group). FCI is a Delaware corporation that does not, itself, provide telecommunications services. FCI’s U.S.-based operating subsidiaries, FCL, Globalcom, FTS, and Xtension, provide competitive local exchange carrier (LEC), long distance, and other telecommunications services to both business and residential customers in all states except Alaska. Applicants state that The Gores Group currently acts as managing member of the general partner of certain investment funds that together hold non-controlling ownership of 13.1 percent of the voting stock of FCI through Gores FC. Pursuant to the terms of the proposed transaction, Gores FC will acquire control of FCI and, indirectly, the FCI Operating Companies by the exercise of the right to appoint a majority of the Board of Directors. Applicants note that Gores FC may also purchase/acquire voting securities of FCI, as a result of which Gores FC will directly or indirectly hold more than 50 percent of the voting securities of FCI. The following entities own a 10 percent or greater equity interest or controlling interest in Gores FC: Gores Alternative Investments I, L.P. (44.1 percent), Gores Alternative Investments II, L.P. (20.76 percent), Gores Co-Invest Partnership, L.P. (22.5 percent) (Gores investment entities), and Gores Capital Advisors, LLC (10 percent). Gores Capital Advisors, LLC is the general partner for the Gores investment entities. The Gores Group is the managing member of Gores Capital Advisors, LLC. Alec E. Gores, a U.S. citizen, is the manager of The Gores Group. All entities are U.S.- 1 47 C.F.R § 63.03; see 47 U.S.C. § 214. Applicants are also filing applications 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. based. Applicants state that affiliates of Gores FC, Gores Capital Partners III, L.P. and Gores Co-Invest Partnership III, LP, hold an approximate 86 percent interest in CoBridge Holdings, LLC, the parent company of CoBridge Communications, LLC that provides competitive telecommunications services in Arkansas, Alabama, Texas, Missouri, Georgia, and Louisiana.2 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 First Communications, Inc. Operating Subsidiaries to Gores FC Holdings, LLC, WC Docket No. 11-182 (filed Oct. 27, 2011). GENERAL INFORMATION The transfer of control identified herein has been found, upon initial review, to be acceptable for filing as a streamlined application. The Commission reserves the right to return any transfer 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 CFR § 63.03(a), interested parties may file comments on or before November 15, 2011, and reply comments on or before November 22, 2011. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day after the date of this notice.4 Comments should be filed using the Commission’s Electronic Comment Filing System (ECFS). See Electronic Filing of Documents in Rulemaking Proceedings, 63 FR 24121 (1998). § Electronic Filers: Comments may be filed electronically using the Internet by accessing the ECFS: http://fjallfoss.fcc.gov/ecfs2/. 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. 2 On October 3, 2011, Gores AC Holdings, LLC filed a domestic section 214 application to acquire control of Alpheus Communications, L.P. and Alpheus Data Services, L.L.C., both of which provide competitive telecommunications services in Texas. Domestic Section 214 Application Filed for the Transfer of Control of Alpheus Communications, L.P. and Alpheus Data Services, L.L.C. to Gores AC Holdings, LLC, WC Docket No. 11-177, Public Notice, DA 11-1797 (rel. Oct. 27, 2011). 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. 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 -