2 DA 21-321 March 17, 2021 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF WHOLESALE CARRIER SERVICES, INC. TO THOMPSON STREET CAPITAL PARTNERS V, L.P. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 21-76 Comments Due: March 31, 2021 Reply Comments Due: April 7, 2021 By this Public Notice, the Wireline Competition Bureau seeks comment from interested parties on an application filed by Wholesale Carrier Services, Inc. (WCS) and Thompson Street Capital Partners V, L.P. (Thompson Street) (together, Applicants), pursuant to section 214 of the Communications Act of 1934, as amended, and sections 63.03-04 of the Commission’s rules, requesting approval to transfer control of WCS to Thompson Street. See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. Applicants also filed an application for the transfer of authorizations associated with international authorizations. On March 16, 2021, Applicants filed a supplement to their domestic section 214 application. Any action on this domestic section 214 application is without prejudice to Commission action on other related, pending applications. WCS, a Florida corporation, provides competitive telecommunications services to business customers located in 45 states and the District of Columbia and is currently wholly owned by Christopher S. Barton. Thompson Street, a Missouri limited partnership and investment firm, does not provide telecommunications services itself and holds an approximate 70% indirect voting and equity interest in BCM One Group Holdings, Inc. (BCM Holdings), Applicants state that, other than Thompson Street, no other person or entity holds a 10% or greater interest in BCM Holdings. BCM Holdings wholly owns the following four competitive telecommunications providers operating in multiple states: BCM One, Inc. (BCM One), Arena One, LLC, SIP.US LLC, and PayG, LLC. which, post-consummation, will indirectly wholly own WCS. Applicants state that Thompson Street Capital V GP, L.P. (Thompson GP) is the general partner for Thompson Street and that Thompson Street Capital LLC (Thompson Capital) is the general partner for Thompson GP. Thompson Street Capital Manager LLC (Thompson Manager) is a limited partner that holds approximately 16.9% of the equity of Thompson GP. BCM Holdings, Thompson GP, Thompson Capital, and Thompson Manager are all Delaware entities. Applicants state that James A. Cooper and Robert C. Dunn, both U.S. citizens, are the only other limited partners that will hold a 10% or greater interest in Thompson GP. Mr. Cooper is the sole member of Thompson Capital, a limited partner of Thompson GP, and a member of Thompson Manager. Mr. Dunn is a limited partner of Thompson GP and a member of Thompson Manager. Applicants state that, other than what is disclosed in their application, none of these entities nor individuals hold 10% or greater interest in any other domestic telecommunications provider. Pursuant to the terms of the proposed transaction, BCM One will acquire WCS. Thompson Street, following the consummation of this transaction, will therefore indirectly hold 70% of WCS. Applicants request streamlined treatment of the proposed transaction under the Commission’s rules and assert that a grant of the application would serve the public interest, convenience, and necessity. We accept this application for filing under section 63.03(b)(2)(i) of the Commission’s rules. 47 CFR § 63.03(b)(2)(i). Domestic Section 214 Application Filed for the Transfer of Control of Wholesale Carrier Services, Inc. to Thompson Street Capital Partners V, L.P., WC Docket No. 21-76 (filed Mar. 1, 2021). 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 31, 2021, and reply comments on or before April 7, 2021. 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, Policy Division, International Bureau, david.krech@fcc.gov; and 4) Jim Bird, Office of General Counsel, jim.bird@fcc.gov. People with Disabilities: We ask that requests for accommodations be made as soon as possible in order to allow the agency to satisfy such requests whenever possible.  Send an email to fcc504@fcc.gov or call the Consumer and Governmental Affairs Bureau at (202) 418-0530. 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. To allow the Commission to consider fully all substantive issues regarding the application in as timely and efficient a manner as possible, petitioners and commenters should raise all issues in their initial filings. New issues may not be raised in responses or replies. See 47 CFR § 1.45(c). A party or interested person seeking to raise a new issue after the pleading cycle has closed must show good cause why it was not possible for it to have raised the issue previously. Submissions after the pleading cycle has closed that seek to raise new issues based on new facts or newly discovered facts should be filed within 15 days after such facts are discovered. Absent such a showing of good cause, any issues not timely raised may be disregarded by the Commission. For further information, please contact Myrva Charles at (202) 418-1506 or Gregory Kwan at (202) 418-1191. FCC 3