PUBLIC NOTICE
FEDERAL COMMUNICATIONS COMMISSION
445 12th STREET S.W.
WASHINGTON  D.C.  20554
News media information 202-418-0500
Internet: http://www.fcc.gov (or ftp.fcc.gov)
TTY (202) 418-2555
Friday  January 21, 2011TEL-01478NS  Report No.
Section 214 Applications (47 C.F.R. § 63.18); Authorize Switched Services over Private Lines (47 C.F.R. § 63.16)
and Section 310(b)(4)
NON STREAMLINED INTERNATIONAL APPLICATIONS/PETITIONS ACCEPTED FOR FILING
Unless otherwise specified, the following procedures apply to the applications listed below:
The applications listed below have been found, upon initial review, to be acceptable for filing.  These applications are
not subject to the streamlined processing procedures set forth in Section 63.12 of the Commission’s rules, 47 C.F.R. §
63.12.  These applications shall not be deemed granted until the Commission affirmatively acts upon the application,
either by public notice or by written order.  Operation for which authorization is sought may not commence except in
accordance with any terms or conditions imposed by the Commission.
Unless otherwise specified, interested parties may file comments with respect to these applications within 28 days of the
date of this public notice.  We request that such comments refer to the application file number shown below.  No
application listed below shall be granted by the Commission earlier than the day after the date specified in this public
notice for the filing of comments.
Unless otherwise specified, ex parte communications between outside parties and Commission staff concerning these
applications are permitted subject to the Commission’s rules for “permit-but-disclose proceedings.”  See 47 C.F.R. §
1.1206.
Copies of all applications listed here are available for public inspection in the FCC Reference and Information Center,
located in room CY-A257 at the Portals 2 building, 445 12th Street SW, Washington DC 20554.  The center can be
contacted at (202) 418-0270.  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), 202-418-0432 (tty).  All applications listed are subject to
further consideration and review, and may be returned and/or dismissed if not found to be in accordance with the
Commission’s rules, regulations, and other requirements.
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REMINDER:
Applicants must certify that neither the applicant nor any party to the application is subject to a denial of federal benefits
by federal and/or state courts under authority granted in 21 U.S.C. § 862.  See 47 C.F.R. §§ 1.2001–.2003.
An updated version of Section 63.09-.25 of the rules, and other related sections, is available at
http://www.fcc.gov/ib/pd/pf/telecomrules.html
ISP-PDR-20110106-00001 E
Covad Communications Group, Inc. (Covad), NextWeb, Inc. (NextWeb) and U.S. TelePacific Corp. (TPAC) (collectively, "Petitioners") request a
declaratory ruling under section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), that it would serve the public
interest to allow greater than 25% indirect foreign ownership of NextWeb.  NextWeb holds licenses to provide common carrier fixed
point-to-point microwave services as well as multiple spectrum leases for spectrum held under local multipoint distribution service licenses.
Petitioners' request is made in connection with an application for transfer of control of NextWeb from Covad to TPAC under which NextWeb will
be wholly owned by TPAC.  See ULS File No. 0004550716.
According to the Petitioners, TPAC is a wholly-owned subsidiary of U.S. TelePacific Holdings Corp. (TPAC Holdings), a Delaware corporation
which is primarily owned by two private equity investment funds: (1) Investcorp S.A., an entity organized in the Cayman Islands, a World Trade
Organization Member country (39.6%), and (2) Clarity Partners, L.P., a Delaware limited partnership (23.97%).  Ten other private equity funds,
all of which are organized in the Cayman Islands, own collectively 24.1% of TPAC Holdings.  Petitioners state that these funds were formed at
the direction of Investcorp S.A. but that it does not control, or have any direct or indirect ownership interest in, any of them.  Petitioners further
state that 12.33% of TPAC Holdings is owned collectively by individuals and trusts for individuals who are U.S. citizens, none of which owns or
controls more than 10%.
According to the Petitioners, Investcorp S.A. is wholly owned by Investcorp Holdings Limited (Investcorp Holdings), a Cayman Islands entity
which is owned by Investcorp Bank B.S.C. (100% equity and 40.3 % voting) and CP Holdings Limited, a Cayman Islands entity (40.4% voting).
CP Holdings Limited is 55.4% owned by Ownership Holdings Limited, a Cayman Islands entity.  Ownership Holdings Limited is owned by
SIPCO Limited (53.3%) and New Investors Holding Limited (25.6%), both Cayman Islands entities.
Petitioners state that Clarity Partners, L.P. holds its interests in TPAC Holdings directly (20.71% ) and through two  Delaware limited
partnerships, Clarity Advisors, L.P. (2.98%) and Clarity Associates, L.P. (0.28%).  Petitioners state that the general partner of Clarity Partners,
L.P., Clarity Advisors, L.P. and Clarity Associates, L.P. is Clarity GenPar, LLC, a Delaware limited liability company.  Petitioners further state
that Clarity GenPar, LLC also owns a 4.31 equity interest in Clarity Partners, L.P.  According to Petitioners, the remaining interests in Clarity
Partners L.P. are held by numerous limited partners, all of which are citizens of, are organized in, and/or have a principal place of business in the
United States.  Petitioners assert that none of the limited partners has the ability to control or be involved in the day-to-day business operations,
activities or decisions of Clarity Partners, L.P.  They also state that the managing members of Clarity GenPar, LLC are Barry Porter, Stephen P.
Rader, Rudolph Reinfrank and David Lee, each of whom is a U.S. citizen.
Petitioners assert that, pursuant to the rules and policies established by the Commission's Foreign Participation Order, 12 FCC Rcd 23891 (1997),
Order on Reconsideration, 15 FCC Rcd 18158 (2000), the public interest would be served by permitting the indirect foreign ownership of
NextWeb in excess of the 25 percent benchmark in section 310(b)(4) of the Act.
Petition for Declaratory Ruling
U. S. TELEPACIFIC CORP
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