PUBLIC NOTICE DA 17-847 September 6, 2017 DOMESTIC SECTION 214 APPLICATIONS FILED FOR THE TRANSFER OF CONTROL OF GLOBECOMM SYSTEMS, INC. AND TELAURUS COMMUNICATIONS LLC TO HCT ACQUISITION, LLC STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 17-210 Comments Due: September 20, 2017 Reply Comments Due: September 27, 2017 By this Public Notice, the Wireline Competition Bureau seeks comment from interested parties on applications filed by Wasserstein Cosmos Co-Invest, L.P. (Wassertein Cosmos) and HCT Acquisition, LLC (HCT) (collectively, Applicants), pursuant to Section 214 of the Communications Act of 1934, as amended, and Section 63.03 of the Commission’s rules, requesting approval for the transfer of control of Globecomm Systems, Inc. (Globecomm) and Telaurus Communications LLC (Telaurus) from Wassertein Cosmos to HCT.1 Wassertein Cosmos, a Delaware limited partnership, wholly owns Cosmos Holdings Acquisition Corp. (Cosmos Holdings), a Delaware corporation, which, in turn, wholly owns Globecomm. Globecomm, a Delaware corporation, provides satellite and other communications services and provides nationwide toll-based termination of voice calls. Globecomm's wholly owned subsidiary, Telaurus, a Delaware limited liability company, serves as a global maritime communications network provider and resells phone cards and voice services for satellite phones. HCT, a Delaware limited liability company, does not provide telecommunications services. Applicants state that, post-consummation, HCT will be owned by a group of investors including: (1) Lincoln Investment Solutions, Inc. (Lincoln Investments), a Delaware holding company and financial services firm (37.5 percent equity and voting interests), (2) American United Life Insurance Company (American United), an Indiana corporation and insurance company (25.01 percent equity and voting interests),2 and (3) various investment funds managed by Cerberus Capital Management II, LP (Cerberus 1 See 47 U.S.C. § 214; 47 CFR § 63.03. Applicants also filed applications for the transfer of authorizations associated with international and wireless services. On September 5, 2017, Applicants filed a supplement to their domestic applications. Any action on the domestic Section 214 applications is without prejudice to Commission action on other related, pending applications. 2 Applicants state that the ultimate parent of Lincoln Investments is Lincoln National Corporation, an Indiana corporation and holding company. Applicants further state that the ultimate parent of American United is American 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 2Capital) and Tennenbaum Capital Partners, LLC (Tennenbaum Capital), both Delaware companies and investment management firms.3 Applicants further state that both Lincoln Investments and American United are parties to investment management agreements with HPS Investment Partners, LLC (HPS Investment Partners), a Delaware limited liability company and investment management firm, pursuant to which HPS Investment Partners will exercise discretion and control over their investments in HCT.4 Applicants affirm that neither HCT nor any of its members provide domestic telecommunications services. They state that several affiliates of Cerberus Capital collectively hold a 23.42 percent interest in a wireless entity, pdvWireless, Inc., operating in several cities. Pursuant to the terms of the proposed transaction, HCT Merger Sub Corporation (HCT Merger Sub), a subsidiary controlled by HCT, will merge with and into Cosmos Holdings, leaving Cosmos Holdings as the surviving entity. Upon consummation of the proposed transaction, Cosmos Holdings (and its subsidiaries, including Globecomm and Telaurus) will be wholly owned and controlled by HCT. 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 applications will serve the public interest, convenience, and necessity.5 Domestic Section 214 Applications Filed for the Transfer of Control of Globecomm Systems, Inc. and Telaurus Communications LLC to HCT Acquisition, LLC, WC Docket No. 17-210 (filed Aug. 18, 2017). GENERAL INFORMATION The transfer of control identified herein has been found, upon initial review, to be acceptable for filing as streamlined applications. 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 United Mutual Insurance Holding Company, an Indiana corporation and holding company. They state that no shareholder of Lincoln National Corporation or American United Mutual Insurance Company will have an attributable 10 percent or greater interest in HCT. 3 Applicants state that various U.S. funds ultimately managed by Cerberus Capital will individually hold ownership interests of less than 10 percent in HCT, but collectively will hold a 16 percent direct ownership interest in HCT post-consummation. Cerberus Capital is ultimately controlled by Mr. Stephen Feinberg, a U.S. citizen. Applicants further state that various U.S. funds ultimately managed by Tennenbaum Capital will individually hold ownership interests of less than 10 percent in HCT, but collectively will hold a 21.49 percent direct ownership interest in HCT post-consummation. Applicants state that the investment committee for Tennenbaum Capital has four voting members, none of whom will hold an attributable 10 percent or greater ownership or a controlling interest in HCT post-consummation. They state that the four members are Howard Levkowitz, Michael Leitner, Rajneesh Vig, and Philip Tseng, each U.S. citizens. 4 Applicants state that HPS Investment Partners does not hold any equity interests in Lincoln Investment Solutions or American United, and will not hold an attributable ownership interest in HCT. However, HCT, through its investment management relationships with these entities will have a controlling interest in HCT. HPS Investment Partner is ultimately owned by Mr. Scott Kapnick, a U.S. citizen. Applicants provide a full description in their application of each of the various entities with direct and indirect ownership interests in HCT, along with a chart showing the post-consummation ownership structure. 5 47 CFR § 63.03(b)(2)(i). 3rules 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 September 20, 2017, and reply comments on or before September 27, 2017. Pursuant to Section 63.52 of the Commission’s rules, 47 CFR § 63.52, commenters must serve a copy of comments on the Applicants no later than the above comment filing date. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day after the date of this notice. Pursuant to Section 63.03 of the Commission’s rules, 47 CFR § 63.03, parties to this proceeding should file any documents in this proceeding using the Commission’s Electronic Comment Filing System (ECFS): http://apps.fcc.gov/ecfs/. In addition, e-mail one copy of each pleading to each of the following: 1) Tracey Wilson, Competition Policy Division, Wireline Competition Bureau, tracey.wilson@fcc.gov; 2) Gregory Kwan, Competition Policy Division, Wireline Competition Bureau, gregory.kwan@fcc.gov; 3) David Krech, International Bureau, david.krech@fcc.gov; 4) Sumita Mukhoty, International Bureau, sumita.mukhoty@fcc.gov, and 5) Jim Bird, Office of General Counsel, jim.bird@fcc.gov. 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), 1-888-835-5322 (tty). The proceeding in this Notice shall be treated as a “permit-but-disclose” proceeding in accordance with the Commission’s ex parte rules. Persons making ex parte presentations must file a copy of any written presentation or a memorandum summarizing any oral presentation within two business days after the presentation (unless a different deadline applicable to the Sunshine period applies). Persons making oral ex parte presentations are reminded that memoranda summarizing the presentation must (1) list all persons attending or otherwise participating in the meeting at which the ex parte presentation was made, and (2) summarize all data presented and arguments made during the presentation. If the presentation consisted in whole or in part of the presentation of data or arguments already reflected in the presenter’s written comments, memoranda or other filings in the proceeding, the presenter may provide citations to such data or arguments in his or her prior comments, memoranda, or other filings (specifying the relevant page and/or paragraph numbers where such data or arguments can be found) in lieu of summarizing them in the memorandum. Documents shown or given to Commission staff during ex parte meetings are deemed to be written ex parte presentations and must be filed consistent with rule 1.1206(b), 47 CFR § 1.1206(b). Participants in this proceeding should familiarize themselves with the Commission’s ex parte rules. For further information, please contact Tracey Wilson at (202) 418-1394 or Gregory Kwan at (202) 418-1191. - FCC -