Attachment Gores-Alpheus - FCC

This document pretains to ITC-T/C-20111003-00315 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2011100300315_923032

                                            Before the
                     FEDERAL COMMUNICATIONS COMMISSION
                              Washington, D.C. 20554




                                                    N/ y NLZZNLZ N N2 NN NN NC NN NN NNN
In the Matter of the Joint Application of

Genesis Park GP Company LLC,                                                               WC Docket No. 11—177
Alpheus Communications, L.P., and                                                          IB File No. ITC—T/C—20111003—00315
Alpheus Data Services, L.L.C.,

and

Gores AC Holdings, LLC

For Grant of Authority Pursuant to
Section 214 of the Communications Act of 1934,
as amended, and Sections 63.04 and 63.24 of the
Commission‘s Rules to Complete a
Transfer of Control of Authorized Domestic and
International Section 214 Carriers



                                     JOINT APPLICATION

         Genesis Park GP Company LLC ("Genesis Park"),                                         Alpheus Communications, L.P.

("Alpheus"), Alpheus Data Services, L.L.C. ("ADS"), and Gores AC Holdings, LLC ("Gores" or

"Transferee"), through their undersigned counsel and pursuant to Section 214 of the

Communications Act, as amended, 47 U.S.C. §214, and Sections 63.04 and 63.24 of the

Commission‘s Rules, 47 C.F.R. §§ 63.04, 63.24, respectfully submit this amended application to

request Commission approval for the transfer of control of Alpheus and ADS (the "Alpheus

Operating Companies" or "Licensees"), non—dominant carriers holding authority from the

Commission to provide telecommunications services, to Gores, an investment entity ultimately

managed by The Gores Group, LLC ("The Gores Group"). Gores will acquire control of the

Alpheus Operating Companies by acquiring the partnership interests in Alpheus pursuant to a




AlT4565776.2


Partnership Interest Purchase Agreement ("PIPA") by and among the partners of Alpheus, Gores

and Genesis Park, as Sellers' Representative dated as of September 19,2011.

         The proposed transactions will result in a change in the ultimate ownership of the

Licensees, although no assignment of authorizations, assets or customers will occur as an

immediate consequence of the proposed transaction. Licensees will continue to provide service

to their existing customers pursuant to their authorizations under the same rates, terms and

conditions. Accordingly, these transactions will be transparent to the customers of Licensees.

         In support of this Application, Applicants provide the following information.

I.       REQUEST FOR STREAMLINED PROCESSING

         Applicants respectfully submit that this Application is eligible for streamlined processing

pursuant to Sections 63.12(a)-(b) of the Commission's Rules, 47 C.F.R. §§ 63.12(a)-(b). In

particular, none of the exclusionary criteria set forth in Section 63 .12(c) applies, as described

more fully in Part V, below.       Accordingly, this Joint Application qualifies for streamlined

processing pursuant to Section 63.12 of the Commission's Rules.

II.      DESCRIPTION OF THE APPLICANTS

         A.     Genesis Park GP Company LLC

         Genesis Park is a Houston-based private equity firm with its principal offices at 2131 San

Felipe, Houston, TX 77019. Genesis Park focuses on buyouts (LBO & MBa), partnering

strategies with public corporations, and growth financings. Genesis Park tends to be Texas-

centric in its portfolio investments because physical proximity and regional knowledge is a

benefit to the growth of its investments.




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         B.     Alpheus Communications, L.P. and Alpheus Data Services, L.L.c.

         Alpheus is a limited partnership organized under the laws of Delaware, and its wholly-

owned subsidiary, ADS, is a limited liability company, also organized under Delaware law.

Alpheus and ADS have their principal office at 1301 Fannin St. 20th Floor, Houston, TX 77002.

Together, these companies are providers of telecommunications and data center services for

enterprises and carriers throughout Texas. Alpheus has a competitive fiber backbone throughout

metro Texas, with its network collocated in approximately 85% of AT&T Texas central offices

in the largest cities in Texas (Austin, Dallas, Fort Worth, Houston, San Antonio, and Corpus

Christi). Alpheus concentrates on offering wholesale hubbed and point-to-point service, at

bandwidth speeds ranging from DS-1 to OC-192, Gigabit and Metro Ethernet and Managed

Wavelengths, to other carriers, Internet Service Providers and enterprise customers. Alpheus

delivers metro transport to end-user buildings, cell sites, carrier hotels, microwave relay points,

and Wi-Fi hotspots under its blanket domestic Section 214 authorization and international

Section 214 authority pursuant to FCC File No. ITC-214-20070420-00148. Alpheus' subsidiary,

ADS, provides information and communications solutions for enterprises and governments alike.

ADS serves enterprise customers, including those in the healthcare, energy, banking, IT and

legal fields, pursuant to Section 63.21 (h) of the Commission's Rules through a notification filed

with the FCC on June 8, 2007.

         Alpheus is a joint venture between El Paso Corporation ("El Paso") and Genesis Park.

Genesis Park is the sole owner of Zipline, L.L.C. ("Zipline"), the general partner of Alpheus, and

pre-transaction Genesis Park maintains a direct and indirect equity interest at approximately

47.26% interest of Alpheus and controls 2 of the 3 seats on the Board of Directors of Zipline. El




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                                                                                                    ..   ":




Paso has an approximately 35.3% indirect equity interest in Alpheus, and controls one seat on

the Board of Directors of Zipline.

        Genesis Park's direct subsidiary Genesis Park Telecom Partners, L.P. ("GPTP"), is a

limited partner of Alpheus which has an approximately 39.58% interest in Alpheus, and Genesis

Park LP, an indirect subsidiary of Genesis Park, holds an approximately 7.16% direct interest in

Alpheus. Further, El Paso's wholly-owned subsidiary El Paso CGP Company, L.L.C. is a

limited partner of Alpheus, with approximately 35.3% ownership of the equity in Alpheus. The

remaining equity in Alpheus is held by individuals comprising Alpheus' Management and

Zipline 's Board, with no individual holding a 10% or greater interest.

         C.     Gores AC Holdings, LLC

         Gores is a Delaware limited liability company with its principal office located at l0877

Wilshire Boulevard, 18th Floor, Los Angeles, California 90024. Gores is ultimately managed by

The Gores Group, LLC ("The Gores Group") and its manager, Alec E. Gores. The Gores Group

is a private investment firm whose investment focus includes opportunities in the technology and

telecommunications sectors. The Gores Group has investment and oversight authority for the

entities it manages, including Gores.

         Gores is well-qualified managerially, technically and financially to own and control

Licensees. In particular, The Gores Group has created an internal operations team which has a

history of enhancing the value and operations of its investment companies by focusing on

customers and employees, supporting management with operational expertise and providing

access to capital. The Gores Group and its affiliates also have an extensive background in

acquiring and managing network services, software and computer hardware companies.




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A/74565776.2


         Gores is financially qualified to take control of Licensees. In addition to its own capital

resources, through an established network of debt financing sources and investment partners, The

Gores Group also provides access to capital for its portfolio companies.

III.     DESCRIPTION OF THE TRANSACTION

         Pursuant to a Partnership Interest Purchase Agreement ("PIPA") by and among the

partners of Alpheus and Gores and Genesis Park, as Sellers' Representative dated as of

September 19, 2011, the partners of Alpheus intend to transfer all of their partnership interests in

Alpheus to Gores. Gores will acquire control of the Alpheus Operating Companies by acquiring

the partnership interests in Alpheus pursuant to the PIPA. As a result, the Alpheus Operating

Companies will become wholly-owned direct subsidiaries of Gores. Applicants therefore request

authority for the transfer of control of the Alpheus Operating Companies to Gores. l For the

Commission's convenience, pre- and post-transaction illustrative charts are provided as Exhibit

A.

         Immediately following the consummation of these proposed transactions, Licensees will

continue to offer service with no change in the name of the companies, or their rates or terms and

conditions of service. Therefore, the transfer of control of Licensees will be seamless and

virtually transparent to customers of Licensees. If in the future Gores seeks to change the names

of Licensees, it will do so in accordance with Commission's requirements applicable to such

changes.

IV.      PUBLIC INTEREST STATEMENT

         Applicants submit that the transactions described herein will serve the public interest.

Following consummation of the proposed transactions, Licensees will have access to the expanded

       As part of this transaction, Alpheus will be converted from a Delaware limited
partnership to a Delaware limited liability company.


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                                                                                                         ..•.




managerial and financial support of Gores. Such support will strengthen the competitive position

of Licensees to the benefit of the telecommunications marketplace. Moreover, no existing or

potential competitors will be eliminated as a result of the proposed transaction. Instead, the

Licensees will continue to provide services to their customers, furthering the Commission's

policies favoring competition and diversity of services.

        The proposed transactions will be conducted in a manner that will be transparent to

customers of the Licensees. The transfers of control of the Licensees will not result in a change of

carrier for customers or any assignment of authorizations. In addition, the Licensees will continue

to provide high-quality communications services to their customers without interruption and

without immediate change in rates, terms or conditions. Accordingly, the transactions will be

virtually transparent to customers, and in no event will they result in the discontinuance, reduction,

loss, or impairment of service to customers.

v.      INFORMATION REQUIRED BY SECTION 63.24(e)

        Pursuant to Section 63.24(e)(3) of the Commission's Rules, the Applicants submit the

following information requested in Section 63.18 (a)-(d) and (h)-(p) in support of this

Application:

        (a)    Name, address and telephone number of each Applicant:

        Transferor:

               Genesis Park GP Company LLC                    FRN: 0006681118
               2131 San Felipe
               Houston, TX 77019
               (713) 521-1980

        Transferee:

               Gores AC Holdings, LLC                          FRN: 0021183561
               10877 Wilshire Boulevard, 18th Floor
               Los Angeles, CA 90024
               (310) 209-3010

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N74565776.2


        Licensees:

                   Alpheus Communications, L.P.              FRN: 0005004361
                   Alpheus Data Services, L.L.C.             FRN: 0016137937
                   1301 Fannin St. 20th Floor
                   Houston, TX 77002
                   (877) 257-4387

         (b)       Jurisdiction of Organizations:

               Transferors: Genesis Park GP Company LLC is a limited liability company organized
                            under the laws of Delaware.

               Transferee: Gores AC Holdings, LLC is a limited liability company organized under
                           the laws of Delaware.

               Licensees: Alpheus Communications, L.P. is a limited partnership organized under
                          the laws of Delaware.

                          Alpheus Data Services, L.L.C. is a limited liability company organized
                          under the laws of Delaware.

         (c)       (Answer to Question 10) Correspondence concerning this Application should
                   be sent to:
    For Applicants:

     Jean L. Kiddoo
     Brett P. Ferenchak
     Danielle C. Burt
     BINGHAM MCCUTCHEN LLP
     2020 K Street, N.W.
     Washington, D.C. 20006
     (202) 373-6000 (Tel)
     (202) 373-6001 (Fax)
     jean.kiddoo@bingham.com
     brett.ferenchak@bingham.com
     danielle.burt@bingham.com

    With copies to:
     Stephen W. Crawford
     General Counsel
     A1pheus Communications, L.P.
     1301 Fannin St., 20th Floor
     Houston, TX 77002
     (713) 336-6333
     stephen.crawford@alpheuscommunications.com


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        (d)    Section 214 Authorizations

               Alpheus holds international Section 214 authority to provide global facilities-
               based and resold services granted by the Commission in FCC File No. ITC-214-
               20070420-00148. ADS is authorized to provide similar services pursuant to a
               notification it filed with the FCC on June 8, 2007, pursuant to Section 63.21(h) of
               the Commission's Rules. See Public Notice, DA No. 07-3505, released August 2,
               2007. In addition, both Alpheus and ADS hold blanket domestic Section 214
               authority. See 47 C.F.R. § 63.01.

         (h)   (Answer to Questions 11 & 12) The following entities hold, directly or indirectly,
               a 10% or greater interest in Applicants as calculated pursuant to the Commission
               ownership attribution rules for wireline and international telecommunications
               carriers: 2

               Pre-Transaction Ownership ofAlpheus and ADS:

               (1)    The following entity owns a ten percent or greater equity interest       III
                      Alpheus Data Services, L.L.c.:

                      Name:                 Alpheus Communications, L.P.
                      Address:              1301 Fannin St. 20th Floor
                                            Houston, TX 77002
                      Citizenship:          US
                      Principal business:   Telecommunications
                      Percent of ownership: 100%

               (2)    The following entities own a ten percent or greater equity interest, or
                      controlling interest, in Alpheus Communications, L.P.:

                      Name:                 Genesis Park Telecom Partners, L.P.
                      Address:              2131 San Felipe
                                            Houston, TX 77019
                      Citizenship:          US
                      Principal business:   Investments
                      Percent of ownership: 39.58% Limited Partner

                      Name:                 EI Paso CGP Company, L.L.C.
                      Address:              1001 Louisiana Street
                                            Houston, TX 77002
                      Citizenship:          US
                      Principal business:   Investments
                      Percent of ownership: 35.30% Limited Partner

2
        While the Commission's rules for combined domestic and international applications
require this information only for the assignee/transferee, see 47 C.F.R. §§ 63.04(b), 63.24(e)(2),
Applicants are providing ownership information for all parties.

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A/74565776.2


                     Name:                 Zipline, L.L.C.
                     Address:              1301 Fannin St., 20th Floor
                                           Houston, TX 77002
                     Citizenship:          US
                     Principal business:   Investment
                     Percent of ownership: 0.52% General Partner

                     The remaining equity in Alpheus Communications, L.P. is held by the
                     individuals comprising Alpheus' management and Zipline's Board, with
                     no single individual holding a 10% or greater direct interest.

               (3)   EI Paso CGP Company, L.L.c. is a wholly-owned subsidiary of EI Paso
                     Corporation. EI Paso Corporation is a publicly-held corporation located at
                     the same address, with its shares widely dispersed. There are no other
                     individuals or entities with a 10% or greater interest in Alpheus through
                     their investment in EI Paso CGP Company, L.L.c.

               (4)   Zipline, L.L.c. is 100% owned by Genesis Park GP Company LLC, and
                     there are no other individuals or entities with a 10% or greater interest in
                     Alpheus through their investment in Zipline, L.L.C.

               (5)   Genesis Park Telecom Partners, L.P.'s ("GPTP") general partner is
                     Genesis Park GP Company LLC. The other entities that hold or control a
                     10% or greater indirect interest in Alpheus through GPTP, as listed in
                     Exhibit A, are U.S. entities, have the principal business of investing, and
                     may be reached at the same address as GPTP.

               (6)   Genesis Park GP Company LLC is owned and controlled by the
                     following individuals.

                     Name:                 Paul W. Hobby
                     Address:              2131 San Felipe
                                           Houston, TX 77019
                     Citizenship:          United States
                     Principal business:   Private Equity
                     Type ofInterest:      20% voting interest in Genesis Park

                     Name:                  Steven J. Gibson
                     Address:               2131 San Felipe
                                            Houston, TX 77019
                     Citizenship:           United States
                     Principal business:    Real Estate
                     Type of Interest:      20% voting interest in Genesis Park




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                           Name:                 Neil E. Kelley
                           Address:              3033 W. Alabama St.
                                                 Houston, TX 77098
                           Citizenship:          United States
                           Principal business:   Private Equity
                           Type of Interest:     20% voting interest in Genesis Park

                           Name:                 Peter T. Shaper
                           Address:              701 Little John Lane
                                                 Houston, Texas 77024
                           Citizenship:          United States
                           Principal business:   Private Equity
                           Type of Interest:     20% voting interest in Genesis Park

                           Name:                 Fred R. Lummis
                           Address:              600 Travis, Suite 6160
                                                 Houston, TX 77002
                           Citizenship:          United States
                           Principal business:   Private Equity
                           Type of Interest:     20% voting interest in Genesis Park

         Pre- and Post-Transaction Ownership of Transferee:

     As described above, upon completion of the Transaction, the Alpheus Operating
Companies will be owned and controlled by Gores AC Holdings, LLC.

               (1) The following entity owns a ten percent or greater equity interest, or controlling
                   interest, in Gores AC Holdings, LLC:

                   Name:                  Gores Capital Partners III, LP
                   Address:               10877 Wilshire Boulevard, 18th Floor
                                          Los Angeles, CA 90024
                   Citizenship:           U.S.
                   Ownership:             95%
                   Principal Business:    Investment Fund

               (2) The following entities own a ten percent or greater equity interest, or controlling
                   interest, in Gores Capital Partners III, LP:

                   Name:                  Gores Capital Advisors III, LP
                   Address:               10877 Wilshire Boulevard, 18th Floor
                                          Los Angeles, CA 90024
                    Citizenship:          U.S.
                    Ownership:            General Partner
                    Principal Business:   Investment Fund



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                   Name:                  Teacher Retirement System of Texas
                   Address:               1000 Red River St.
                                          Austin, TX 78701-2627
                   Citizenship:           U.S.
                   Ownership:             12.65% Limited Partner
                   Principal Business:    Retirement Fund

                   Name:                  Ohio Public Employees Retirement System
                   Address:               277 East Town Street
                                          Columbus, Ohio 43215-4642
                   Citizenship:           U.S.
                   Ownership:             10.12% Limited Partner
                   Principal Business:    Retirement Fund

               (3) The following entity owns a ten percent or greater equity interest, or controlling
                   interest, in Gores Capital Advisors III, LP:

                   Name:                  GCA III, LLC
                   Address:               10877 Wilshire Boulevard, 18th Floor
                                          Los Angeles, CA 90024
                   Citizenship:           U.S.
                   Ownership:             General Partner
                   Principal Business:    Investment Fund

               (4) The following entities own a ten percent or greater equity interest, or controlling
                   interest, in GCA III, LLC:

                   Name:                  AEG Holdings, LLC
                   Address:               10877 Wilshire Boulevard, 18th Floor
                                          Los Angeles, CA 90024
                    Citizenship:          U.S.
                    Ownership:            100%
                    Principal Business:   Private Equity/Merger & Acquisitions


                    Name:                 The Gores Group, LLC
                    Address:              10877 Wilshire Boulevard, 18th Floor
                                          Los Angeles, CA 90024
                    Citizenship:          U.S.
                    Ownership:            Manager of GCA III, LLC (and Gores AC Holdings, LLC)
                                          (and Investment Manager of Gores Capital Partners III, L.P.)
                    Principal Business:   Private Equity/Merger & Acquisitions

               (5) The following individual owns a ten percent or greater equity interest, or
                   controlling interest, in AEG Holdings, LLC:



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AJ74565776.2


               Name:                 Alec E. Gores
               Address:              c/o The Gores Group, LLC
                                     10877 Wilshire Boulevard, 18 th Floor
                                     Los Angeles, CA 90024
               Citizenship:          U.S.
               Ownership:            100%
               Principal Business:   Individual

               None of the equity and/or controlling interest holders reported above have a ten
               percent or greater direct or indirect interest in any FCC regulated businesses other
               than:

               (l)    Gores Capital Partners III, LP and Gores Co-Invest Partnership III, LP
               hold an approximately 86 percent interest in CoBridge Holdings, LLC, the parent
               of Cobridge Communications, LLC, a company that provides cable television,
               voice and data services mostly in Arkansas, Alabama, Texas, Missouri, Georgia,
               and Louisiana.

               (2)     Gores Radio Holdings, LLC currently holds an approximately 76 percent
               interest in Westwood One ("WWO"), a company providing radio programming
               and related services to radio stations throughout the United States. On July 30,
               2011, Westwood One, Inc., Radio Network Holdings, LLC and Verge Media
               Holdings, Inc. ("Verge") entered into a Merger and Plan of Merger whereby
               Verge will be merged with and into Radio Networks Holdings, LLC ("Merger
               Sub"), a wholly-owed subsidiary of Westwood One, with Merger Sub surviving.
               Stockholders of Verge will receive approximately 59% ofWWO. It is anticipated
               that that transaction will close in the last quarter of 2011, at which time Gores
               Radio Holdings, LLC will own 41 % of WWO and will no longer have control of
               this entity.

               (3)     Gores FC Holdings, LLC currently holds a 13.1% interest in First
               Communications, Inc. ("FCI") a Delaware corporation located at 3340 West
               Market Street, Akron, Ohio 44333. FCI, through its operating subsidiaries First
               Communications, LLC (blanket domestic Section 214 authority and international
               Section 214 authority - ITC-214-19951215-00030), Globalcom, Inc. (blanket
               domestic Section 214 authority and international Section 214 authority - ITC-214-
               19960718-00323), Xtension Services, Inc. (blanket domestic Section 214
               authority and international Section 214 authority - ITC-214-20010305-00116),
               and First Telecom Services, LLC (blanket domestic Section 214 authority and
               international Section 214 authority - ITC-214-20100827-00347), provides local,
               private line, and/or long distance services to both business and residential
               customers in 49 states. Its services include traditional local and long distance
               services, toll-free services, conference calling packages, calling cards, prepaid
               calling cards, Internet access and dedicated and private line services.




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              To the best of Applicants' knowledge, there are no officers or directors of
              Applicants who also serve as an officer of director of a foreign carrier as defined
              in Section 63.09(d).

        (i)   (Answer to Question 14) The Applicants certify that following consummation of
              the Transaction: (i) Transferee will not be a foreign carrier within the meaning of
              Section 63.09(d) of the Commission's Rules, 47 C.F.R. § 63.09(d); and (ii)
              Transferee will not become affiliated with a foreign carrier.

        (j)   (Answer to Ouestion 15) The Applicants certify that upon consummation of the
              transaction, they do not seek to provide international telecommunications services
              to any destination country where:

              (l)    An Applicant is a foreign carrier in that country; or
              (2)    An Applicant controls a foreign carrier in that country; or
              (3)    Any entity that owns more than 25 percent of an Applicant, or that
                     controls an Applicant, controls a foreign carrier in that country; or
              (4)    Two or more foreign carriers (or parties that control foreign carriers) own,
                     in the aggregate more than 25 percent of an Applicant and are parties to,
                     or the beneficiaries of, a contractual relation affecting the provision or
                     marketing of international basic telecommunications services in the United
                     States.

        (k)   Not applicable.

        (I)   Not applicable.

        (m)   Not applicable.

        (n)   Applicants certify that they have not agreed to accept special concessions directly
              or indirectly from any foreign carrier with respect to any U.S. international route
              where the foreign carrier possesses market power on the foreign end of the route
              and will not enter into such agreements in the future.

        (0)   Applicants certify that they are not subject to denial of federal benefits pursuant to
              Section 5301 of the Anti-Drug Abuse Act of 1988. See 21 U.S.C. § 853a; see
              also 47 C.F.R. §§ 1.2001-1.2003.

        (p)   Applicants respectfully submit that this Application is eligible for streamlined
              processing pursuant to Section 63.12(a)-(b) of the Commission's Rules, 47 C.F.R.
              §63.l2(a)-(b). In particular, Section 63.l2(c)(l) is inapplicable because none ofthe
              Applicants are or are affiliated with any foreign carriers and none of the scenarios
              outlined in Section 63.l2(c) ofthe Commission's Rules, 47 C.F.R. § 63.l2(c), apply.




                                                13
N74565776.2


VI.     INFORMATION REQUIRED BY SECTION 63.04

        Pursuant to Commission Rule 63.04(b), 47 C.F.R. § 63.04(b), Applicants submit the

following information in support of their request for domestic Section 214 authority in order to

address the requirements set forth in Commission Rule 63.04(a)(6)-(l2):

        (a)(6) A description of the proposed transactions is set forth in Section III above.

        (a)(7) Both Alpheus and ADS are authorized to provide telecommunications services in
               Texas.

               An affiliate of Gores, Gores FC Holdings, LLC, holds a 13.1 % interest in FCI and
               its operating subsidiaries, and plans to separately request approval to acquire
               control of FCI and, indirectly, of the FCI operating subsidiaries by a combination
               of the exercise of the right to appoint a majority of the Board of Directors and/or
               the purchase/acquisition of voting securities of FCr. A list of states where the FCI
               operating subsidiaries provide telecommunications services is listed below.

               First Communications, LLC is authorized to provide telecommunications services
               in Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Delaware,
               District of Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa,
               Kansas, Kentucky, Louisiana, Maine, Massachusetts, Maryland, Michigan,
               Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire,
               New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio,
               Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota,
               Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia,
               Wisconsin, and Wyoming. In these states, FCL is authorized to provide
               competitive local and/or long distance telecommunications services. All of the
               services provided by FCL are competitive in nature and neither FCL nor any
               affiliated company holds a dominant position in any market.

               Globalcom, Inc. is authorized to provide telecommunications services in Arizona,
               Arkansas, California, Colorado, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa,
               Kansas, Kentucky, Maryland, Massachusetts, Michigan, Minnesota, Nevada, New
               Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma,
               Oregon, Pennsylvania, Rhode Island, Tennessee, Texas, Washington, Wisconsin,
               and Wyoming. All of the services provided by Globalcom are competitive in
               nature and neither Globalcom nor any affiliated company holds a dominant
               position in any market.

               Xtension Services, Inc. is authorized to provide telecommunications services in
               California, Colorado, Florida, Illinois, Iowa, Kansas, Michigan, Nevada, New
               Jersey, New York, North Carolina, Pennsylvania, Texas, Utah, Virginia and
               Washington. In these states, Xtension is authorized to provide competitive local
               and/or long distance telecommunications services. All of the services provided by

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N74565776.2


                Xtension are competItIve in nature and neither Xtension nor any affiliated
                company holds a dominant position in any market.

                First Telecom Services, LLC is authorized to provide telecommunications
                services in New York. In this state, FTS is authorized to provide competitive local
                and/or long distance telecommunications services. All of the services provided by
                FTS are competitive in nature and neither FTS nor any affiliated company holds a
                dominant position in any market.

         (a)(8) Applicants respectfully submit that this Application is eligible for streamlined
                processing pursuant to Section 63.03(b)(2)(i) because, immediately following the
                transactions, Transferee (and its Affiliates) will have a market share in the interstate,
                interexchange market of less than 10 percent, and the Transferee (and its Affiliates)
                will provide competitive telephone exchange services or exchange access services (if
                at all) exclusively in geographic areas served by a dominant local exchange carrier
                that is not a party to the transactions, and none of the Applicants (or their Affiliates)
                are dominant with respect to any service.

         (a)(9) By this Application, Applicants seek authority with respect to both international
                and domestic Section 214 authorizations (this Application is being separately and
                concurrently filed with respect to both types of authorities in compliance with
                Commission Rule 63.04(b), 47 C.F.R. § 63.04(b». An application will also be
                filed with the Commission to seek authority with respect to radio authorizations
                held by First Communications, LLC.

         (a)(10) Prompt completion of the proposed transactions is critical to ensure that Applicants
                 can obtain the benefits described in the foregoing application. Accordingly,
                 Applicants respectfully request that the Commission approve this Application
                 expeditiously in order to allow Applicants to consummate the proposed transactions
                 as soon as possible.

         (a)(11) Not applicable.

         (a)(12) A statement showing how grant of the application will serve the public interest,
                 convenience and necessity is provided in Section IV above.



                                        *       *        *      *       *




                                                    15
AJ74565776.2


VII.     CONCLUSION

         For the reasons stated above, Applicants respectfully submit that the public interest,

convenience, and necessity would be furthered by a grant of this Application for the transfer of

control of Applicants.

                                                    Respectfully submitted,




                                                    Counsel for Applicants

Dated: October 25,2011




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                            EXHIBIT A

               Illustrative Corporate Structure Charts




AJ74565776.2


                                              Alpheus
                       Pre-Transaction Illustrative Corporate Structure Chart

1% GP                                              100%
         Genesis Park GP Company LLC                                        EI Paso Corporation
            0.01% GP

        Genesis Park Enterprises LP                                                    100%
                                             0.01% GP

                                                                           EI Paso CGP Company,
                          Genesis Park GP LP                                       L.L.C.
                                      0.01% GP

                           Genesis Park LP               Zipline, L.L.C.
                                       7.16% LP
                                                                0.52% GP
                                                                           35.30% LP
    Genesis Park Telecom
       Partners, L. P.



                                      Alpheus Communications,
                                                L.P.

                                                        100%

                                             Alpheus Data
                                            Services, L.L.C.


                   Post—Transaction lIllustrative Corporate Structure Chart
                                Standalone Acquisition of Alpheus
                                          Alec E. Gores
                                                 |   __100%
                                                                                         The Gores
                                       AEG Holdings, LLC                             Group, LLC
                                                 |__100%
    Teacher       Ohio Public                                                            _       1

                                                                       _______________        i Manager
  Retirement      Employees                GCA III, LLC                                      1




  System of       Retirement                     |   General Partner

    Texas           System        Gores Capital Advisors III, LP.
12.65% LP      10.12% LP
                                                 L General Partner

                                  Gores Capital Partners III, LP.
                                                 |   95%
                                     Gores AC Holdings, LLC
                                                     100%

                                             Alpheus
                                         Communications,
                                               LP.

                                                      100%

                                           Alpheus Data
                                          Services, LL.C.



Document Created: 2011-10-27 16:26:40
Document Modified: 2011-10-27 16:26:40

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