2 DA 18-811 August 2, 2018 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF MATRIX TELECOM, LLC AND MATRIX TELECOM OF VIRGINIA, LLC TO LINGO COMMUNICATIONS, LLC STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 18-216 Comments Due: August 16, 2018 Reply Comments Due: August 23, 2018 By this Public Notice, the Wireline Competition Bureau seeks comment from interested parties on an application filed by TNCI Impact LLC (TNCI Impact), Matrix Telecom LLC (Matrix), Matrix Telecom of Virginia, LLC (Matrix-VA, together with Matrix, the Matrix Entities), and Lingo Communications, LLC (Lingo) (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 the Matrix Entities to Lingo. See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. Applicants also filed applications for the transfer of authorizations associated with international services. Any action on the domestic section 214 applications is without prejudice to Commission action on other related, pending applications. TNCI Impact, a Delaware limited liability company, does not provide telecommunications services itself but is a holding company that indirectly owns the Matrix Entities. Matrix, a Texas limited liability company, wholly owns Matrix-VA, a Virginia limited liability company. Together, the Matrix Entities provide competitive local exchange and/or interexchange telecommunications services in every state and the District of Columbia. While the Matrix Entities own switching and routing equipment, they provide service over the facilities of other telecommunications providers. Lingo, a Georgia limited liability holding company, provides, through its wholly owned subsidiaries, competitive telecommunications services to residential and small business customers in 50 states and the District of Columbia. Lingo wholly owns the following subsidiaries, which provide competitive telecommunications services: Birch Communications of Virginia, Inc.; Birch Communications of the Northeast, LLC; Birch Telecom of the South, LLC; Birch Telecom of the Great Lakes, LLC; Birch Telecom of the West, LLC; IONEX Communications, LLC; IONEX Communications South, LLC; IONEX, Communications North, LLC; and Birch Communications of Kentucky, LLC. Lingo is wholly owned by GG Telecom Investors, LLC (GG Telecom), a Georgia limited liability company, which is owned by Holcombe T. Green, Jr. (66.5 percent) and R. Kirby Godsey (33.5 percent), both U.S. citizens. Applicants state that GG Telecom also wholly owns Tempo Telecom, LLC, a prepaid wireless carrier that operates throughout the United States. GG Telecom holds a 69.9 percent interest in BCHI Holdings, LLC (BHold), a Georgia limited liability company, of which the remaining 30.1 percent is held by various trusts. (Applicants state the beneficiaries of these trusts are family members of Mr. Green and Godsey, each individually holding less than 10 percent, and that Mr. Green and Mr. Godsey serve as the trustees.) Bhold holds 65.3 percent of Fusion Connect, Inc. (formerly Fusion Telecommunications International, Inc.) (Fusion), a competitive telecommunications provider. Fusion, in turn, is the ultimate parent of the following providers of competitive telecommunications services: Network Billing Systems, LLC; Birch Communications, LLC; Cbeyond Communications, LLC; Birch Telecom of Missouri, LLC; Birch Telecom of Kansas, LLC; Birch Telecom of Texas LTD LLP; Birch Telecom of Oklahoma, LLC; and Primus Management ULC (Canada). Applicants further state that neither Lingo, GG Telecom, nor Mr. Green or Mr. Godsey hold interests in any other telecommunications carrier other than what Applicants identify in their application. Pursuant to the terms of the proposed transaction, Lingo will acquire all of the issued and outstanding membership interests of Impact Acquisition, LLC (Impact), a Delaware limited liability company and an indirect parent of Matrix. Impact and its subsidiaries, including Matrix, will be held by Lingo Management, LLC, which is a wholly owned subsidiary of Lingo. As a result, indirect ownership of Matrix will be transferred to Lingo. Applicants assert 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. 47 CFR § 63.03(b)(2)(i). Domestic Section 214 Application Filed for the Transfer of Control of Matrix Telecom, LLC and Matrix Telecom of Virginia, LLC to Lingo Communications, LLC, WC Docket No. 18-216 (filed July 12, 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 16, 2018, and reply comments on or before August 23, 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) 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 – 3