2 DA 19-98 February 19, 2019 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF WEST TELECOM SERVICES, LLC AND WEST IP COMMUNICATIONS, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 19-19 Comments Due: March 5, 2019 Reply Comments Due: March 12, 2019 By this Public Notice, the Wireline Competition Bureau seeks comment from interested parties on an application filed by Olympus Holdings II, LLC (Olympus Holdings), West Telecom Services, LLC (f/k/a KMC Data LLC and then Hypercube Telecom, LLC) (West Telecom), West IP Communications, Inc. (WIPC) ( West Telecom and WIPC, collectively West Licensees), and AP VIII Olympus VoteCo, LLC (Olympus VoteCo) (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 consent to transfer indirect control of the West Licensees. See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. Applicants also filed applications for the transfer of authorizations associated with international and wireless services. Application of Olympus Holdings II, LLC, AP VIII Olympus VoteCo, LLC, West Telecom Services, LLC, and West IP Communications, Inc., for Consent to Transfer Control of Domestic Authorizations Pursuant to Section 214 of the Communications Act of 1934, as Amended, WC Docket No. 19-19 (filed Feb. 4, 2019) (Application). Any action on the domestic section 214 application is without prejudice to Commission action on other related, pending applications. West Telecom provides telecommunications services to telecommunications and information service providers in 47 states and the District of Columbia. The West Licensees are wholly owned operating subsidiaries of the West Corporation (West) which, in turn, is directly and wholly owned by Olympus Holdings. WIPC is wholly owned by West and primarily provides interconnected Voice over Internet Protocol services to business customers in all 50 states plus the District of Columbia. West Telecom is a wholly owned, direct subsidiary of West Telecom Services Holdings, LLC, which, in turn, is a wholly owned, direct subsidiary of West. West provides communications and network infrastructure services primarily to business customers throughout the United States. Applicants state that all of the voting interests in Olympus Holdings are indirectly held by Olympus VoteCo, Mr. Joshua J. Harris currently holds 51 percent of the voting membership interests and 33.3 percent of the equity membership interests in Olympus VoteCo. Mr. Mathew Nord and Mr. Robert Kalsow-Ramos, who are both officers and managers of Olympus VoteCo, each currently hold 24.5 percent of the voting membership interests and 33.3 percent of the equity membership interests in Olympus VoteCo. Mr. Harris, Mr. Nord, and Mr. Kalsow-Ramos are U.S. citizens. and all of the equity interests in Olympus Holdings are indirectly owned by certain investment funds that are managed by affiliates of Apollo Global Management, LLC (Apollo). All of the entities relevant to the domestic section 214 application discussed herein and in the Application are Delaware entities. Applicants provide more detailed information about pre and post-consummation ownership interests as well as corresponding organizational charts. Application at 9-12 and Exhs. A and B. Pursuant to the terms of the proposed transaction, Mr. Harris will transfer his 51 percent voting interest and 33.3 percent equity interest in Olympus VoteCo to Mr. Nord and Mr. Kalsow-Ramos, each of whom will receive an additional 20.55 percent voting and 11.75 percent equity interest in Olympus VoteCo, and to Mount Olympus, which will receive a nonattributable 9.9 percent voting and equity interest in Olympus VoteCo. Following the consummation of the transaction, Mr. Nord and Mr. Kalsow-Ramos each will hold a 45.05 percent voting interest and a 45.05 percent equity interest in Olympus VoteCo, and Olympus VoteCo will indirectly control all of the voting interests in West and the West Licensees. Applicants assert the proposed transaction is entitled to presumptive streamlined treatment under section 63.03(b)(1)(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)(1)(ii). Domestic Section 214 Application Filed for the Transfer of Control of West Telecom Services, LLC and West IP Communications, Inc., WC Docket No. 19-19 (filed February 4, 2019). 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 March 5, 2019, and reply comments on or before March 12, 2019. 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