2 DA 18-787 July 30, 2018 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF GREAT PLAINS COMMUNICATIONS, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 18-210 Comments Due: August 13, 2018 Reply Comments Due: August 20, 2018 By this Public Notice, the Wireline Competition Bureau seeks comment from interested parties on an application filed by GPC, Inc. (GPC) and Great Plains Communications Holdings LLC (GPC Holdings) (collectively, Applicants), pursuant to section 214 of the Communications Act of 1934, as amended, and sections 63.03-04 of the Commission’s rules, requesting Commission approval to transfer control of GPC’s direct subsidiary, Great Plains Communications, Inc. (GP Communications), and the wholly owned subsidiaries of GP Communications, Great Plains Broadband, Inc. (GP Broadband) and Great Plains Communications Long Distance, Inc. (GP Long Distance) (GP Communications, GP Broadband, and GP Long Distance, collectively, Licensees), to GPC Holdings. See 47 U.S.C. § 214; 47 CFR §§ 63.03-04; GPC, Inc. and Great Plains Communications Holdings, LLC Joint Domestic and International Application, WC Docket No. 18-210 (filed July 3, 2018) (Application). Applicants also filed applications for the transfer of authorizations associated with international and wireless services. Any action on the domestic section 214 application is without prejudice to Commission action on other related, pending applications. GPC, GP Communications, GP Broadband, and GP Long Distance are each Nebraska corporations. GPC is a holding company that wholly owns GP Communications, an incumbent local exchange carrier (LEC) that provides service to over 92 communities in Nebraska and in a few areas of Colorado, Kansas, and South Dakota. GP Broadband provides facilities-based competitive LEC services in Nebraska. GP Long Distance provides competitive resold long distance services in Nebraska. GPC Holdings, a Delaware limited liability company, was formed for the purposes of the proposed transaction. GPC Holdings is managed by Grain Management, LLC (Grain Management), a U.S. private equity group which is ultimately controlled by its founder and Chief Executive Officer, Mr. David Grain, a U.S. citizen. Applicants state that “GPC Holdings is a holding company and neither it nor its affiliates operate as a carrier in Nebraska, Colorado, Kansas and South Dakota or elsewhere.” Application at 6. Applicants supplemented their application to state that Grain Management holds a controlling interest in WANRack, LLC, a competitive telecommunications provider in Colorado and Kansas and that WANRack does not provide service in areas that overlap or are adjacent to the GPC service area, including in Colorado an Kansas. Letter from Douglas D. Orvis II, Counsel for GPC, and Matthew S. DelNero, Counsel for GPC Holdings, to Marlene H. Dortch, Secretary, FCC, WC Docket No. 18-210 (filed July 26, 2018). GPC Holdings is wholly owned by Grain Communications Opportunity Fund II, L.P. (GCO Fund II), a Delaware limited partnership. Applicants state that, following the consummation of the proposed transaction, the following U.S. entities will hold a 10 percent or greater limited partnership interest in GCO Fund II, and therefore, the Licensees: the Board of Regents of the University of Texas System (University of Texas Board of Regents) (73.34 percent) and the Texas Emerging Managers Private Markets Program, L.P. (Texas Emerging Markets) (14.67 percent). Texas Emerging Markets is owned (99.6 percent) by the Teacher Retirement System of Texas, a Texas pension fund, and the general partner for Texas Emerging Markets is GCM CFIG GP, LLC, a Delaware limited liability company, which is ultimately controlled by Michael Jay Sacks, a U.S. citizen. The general partner of GCO Fund II is Grain GP IV, LLC (Grain General Partner), a Delaware limited liability company which is ultimately controlled by David Grain. Applicants state that no other individual or entity will hold a 10 percent or greater interest in GCO Fund II, GPC Holdings, or GP Communications. Pursuant to the terms of the proposed transaction, GPC Holdings will acquire all of the stock of GP Communications, thereby acquiring control of that company and its subsidiaries, GP Broadband and GP Long Distance. Applicants assert the proposed transaction is entitled to presumptive streamlined treatment under section 63.03(b)(2)(ii) of the Commission’s rules and that a grant of the application will serve the public interest, convenience, and necessity. 47 CFR § 63.03(b)(2)(ii). Domestic Section 214 Application Filed for the Transfer of Control of Great Plains Communications, Inc., WC Docket No. 18-210 (filed July 3, 2018). 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 August 13, 2018, and reply comments on or before August 20, 2018. 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 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) Myrva Charles, Competition Policy Division, Wireline Competition Bureau, myrva.charles@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 Myrva Charles at (202) 418-1506 or Gregory Kwan at (202) 418-1191. - FCC - 3