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 11-901 Released: May 18, 2011 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF VALUE-ADDED COMMUNICATIONS, INC. TO GLOBAL TEL*LINK CORPORATION STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 11-86 Comments Due: June 1, 2011 Reply Comments Due: June 8, 2011 On May 10, 2011, Value-Added Communications (VAC) and Global Tel*Link Corporation (GTL) (collectively, Applicants) filed an application pursuant to section 63.03 of the Commission’s rules to transfer control of VAC to GTL.1 Value-Added Communications, Inc., a Delaware corporation, provides or is authorized to provide inmate telephone services to correctional facilities in Puerto Rico and all fifty states, with the exception of Alaska, Maine, New Hampshire, Rhode Island and Vermont). VAC also has authority to provide interstate telecommunications PCS. GTL, a Delaware corporation, is authorized to provide telecommunications services, including inmate calling services, in the District of Columbia and all states except Alaska. GTL is wholly owned by GTEL Holdings, Inc., a Delaware corporation. In addition to its ownership of GTL, DSI-ITI, LLC2 and Public Communications Services, Inc.,3 GTEL Holdings, LLC is affiliated with the following companies in which The Goldman Sachs Group, Inc. has the following approximate interests: Arcadia Networks, Inc. (29 percent); Cequel Communications, LLC (31 percent) and its subsidiary, Suddenlink Communications; Conterra Ultra Holdings, Inc. (29 percent) and through Conterra, Detel Wireless LLC (12 percent); CURRENT Group, LLC (13 percent); Integra Telecom, Inc. (36 percent); DISH Network Corporation (13 percent), which holds a controlling interest in Liberty-Bell Telecom LLC. GTEL Acquisition Corp., a Delaware, corporation whose principal business is telecommunications holdings, owns a one hundred percent interest in GTEL Holdings, Inc. GTEL 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. 2 GTL’s subsidiary, DSI-ITI, LLC, is certificated to offer inmate calling services in multiple states. 3 Public Communications Services, Inc. and its subsidiaries provide telecommunications services in 30 states. Acquisition Corp. is wholly owned by GTEL Holding, LLC. Applicants state that the following entities directly own or control ten percent of the equity of GTEL Holdings, LLC: The Veritas Capital Fund III, L.P. (44 percent) and GS Direct, L.L.C. (16 percent). The Veritas Capital Fund III, L.P.’s sole general partner is Veritas Capital Partners III, L.L.C., which is managed by Robert B. McKeon, a U.S citizen. Credit Suisse Private Equity, Inc. owns an approximate 14 percent indirect interest in GTEL Holding, LLC via its interest in The Veritas Capital Fund III, L.P.4 The Goldman Sachs Group, Inc. wholly owns the equity interest in GS Direct, L.L.C., including the right to replace Goldman Sachs & Co., the sole manager of GS Direct, L.L.C, and has an indirect sixteen percent interest in GTEL Holding, LLC. All entities are U.S.-based, and Applicants state that no other person or entity will own a ten percent or greater interest in GTL. Pursuant to the terms of the proposed transaction, the current shareholders of VAC will transfer al of their shares of VAC’s corporate parent, VAC Holding, Inc. to GTL. As a result of the proposed transaction, VAC Holding, Inc. and VAC will become wholly owned subsidiaries of GTL, and GTL will acquire direct control of VAC. Applicants state that subsequent to the transfer of control, VAC will transfer all or substantively all of its telecommunications assets to GTL. 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 Value-Added Communications, Inc. to Global Tel*Link Corporation, WC Docket No. 11- 86 (filed May 10, 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 June 1, 2011, and reply comments on or before June 8, 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). § 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. 4 Applicants state that RDV Corporation is the general partner of RDV Capital Management L.P (RDVCM) and the manager of Ver-Cap III Investors, LLC. RDVCM and Ver-Cap III Investors, LLC indirectly own an aggregate 2.95 percent interest in GTEL Holding, LLC via their interests in The Veritas Capital Fund III, L.P. RDV Corporation manages 804 Investors LLC and GT Group Investors, LLC that have 6.42 percent and 3.14 percent interests, respectively, in GTEL Holding LLC. RDV Corporation is owned by members of the DeVos family, who are all U.S. citizens. 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. § 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; 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-