**DA 04-2529**

**Released: August 13, 2004**

**DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF ICG
COMMUNICATIONS, INC. AND ITS OPERATING SUBSIDIARIES TO MCCC ICG
HOLDINGS, LLC**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 04-290**

**Comments Due: August 27, 2004**

**Reply Comments Due: September 3, 2004**

On July 21, 2004, MCCC ICG Holdings LLC ("Buyer"), ICG Communications,
Inc. ("ICG") and ICG's operating subsidiaries[^1] (collectively the
"Applicants"), filed an application pursuant to sections 63.03 and 63.04
of the Commission's rules,[^2] requesting approval to transfer control
of the ICG Operating Companies from ICG to Buyer.[^3] Buyer is a
newly-formed holding company that is currently owned by two families of
investment companies, M/C Venture Partners and Columbia Capital.

Applicants assert that this transaction is entitled to presumptive
streamlined treatment under section 63.03(b)(2)(i) of the Commission's
rules because: (a) the proposed transfer will result in the transferee
having a market share in the interstate, interexchange market of less
than 10%; (b) the transferee will provide competitive telephone exchange
services exclusively in geographic areas served by a dominant local
exchange carrier that is not a party to the transaction; and (c) neither
of the applicants is dominant with respect to any service.[^4]

ICG is a widely-held Delaware corporation which provides communications
and information services over a nationwide fiber-optic data and voice
network through the ICG Operating Companies. The majority of these
services are provided through ICG Telecom Group, Inc. ("ICG Telecom"), a
Colorado corporation which is a wholly-owned subsidiary of ICG Holdings,
Inc.[^5] ICG Telecom holds domestic blanket Section 214 authority, and
is authorized to provide local and/or intrastate long distance services
in every state except Texas, Virginia and Alaska. In addition, ICG also
provides service through two regional providers, ICG ChoiceCom, L.P.,
("ICG ChoiceCom") and ICG Telecom Group of Virginia, Inc.
("ICG-Virginia"). ICG ChoiceCom is a Delaware limited partnership owned
in approximately equal parts by ICG Telecom and ICG Equipment Inc.[^6]
ICG ChoiceCom is a provider of domestic interstate services which holds
authority to provide local exchange and intrastate interexchange
telecommunications services in Texas. ICG-Virginia is a Virginia public
utility corporation and wholly-owned subsidiary of ICG Telecom. In
addition to holding blanket domestic Section 214 authority, ICG-Virginia
is authorized to provide resold and facilities-based interexchange and
local exchange service in Virginia.

Buyer is a newly formed limited liability company organized under the
laws of the State of Delaware. Buyer is jointly majority-owned by two
families of investment companies, M/C Venture Partners ("M/C Venture")
and Columbia Capital, each of which will hold a 50% interest in Buyer.
As a part of the transaction, management of Buyer will receive options,
the exercise of which could reduce the interests of M/C Venture and
Columbia Capital to as low as 41.25% each.

M/C Venture is a family of investment companies which specializes in
investing in early-stage communications and related information
technology companies. M/C Venture's interest in Buyer is expected to be
held principally by M/C Venture Partners V, L.P., a Delaware limited
partnership (47%).[^7] The following entities will own or control 10% or
more of M/C Venture: California Public Employees Retirement System
(12%); California State Teachers Retirement System (14%); and M/C
Venture Partners V, LLC (general partner). M/C Venture Partners V LLC is
controlled by James F. Wade, David D. Croll and Peter H.O. Claudy, all
of whom are U.S. citizens. M/C Venture also currently holds significant
interests in several other telecommunications related businesses,
including Cavalier Telephone Corporation (47%), Florida Digital Network,
Inc. (52%), NewSouth Communications Inc. (17%), Coral Wireless, LLC
(28%) and Elantic Telecom, Inc. (67%).[^8]

Columbia Capital is a venture capital firm which specializes in the
communications and information technology industries. Columbia Capital's
interest in ICG will be divided among several entities, principally,
Columbia Capital Equity Partners III (QP), L.P., a Delaware limited
partnership (27%), and Columbia Capital Equity Partners III (Cayman),
L.P., a Cayman Islands exempt limited partnership (15%).[^9] Columbia
Capital Equity Partners (Cayman) III, Ltd. owns or controls 10% or more
of Columbia Capital Equity Partners III (Cayman), L.P. Columbia Capital
Equity Partners III L.P. is the sole shareholder of Columbia Capital
Equity Partners (Cayman) III Ltd., and is the general partner of
Columbia Capital Equity Partners III (QP), L.P. Columbia Capital Equity
Partners III L.P. is owned or controlled by Columbia Capital III, LLC,
which is in turn controlled by James B. Fleming, Jr., R. Philip Herget,
III, and Harry F. Hopper, III, all of whom are U.S. citizens. Columbia
Capital also holds non-controlling interests in Dominion 700, Inc.
(33%), Coral Wireless, LLC (27%), WCS Wireless, LLC (33%) and Florida
Digital Network, Inc. (13%).

On July 19, 2004, Applicants entered into an Agreement and Plan of
Merger ("Agreement") pursuant to which Buyer will acquire ownership of
ICG. Currently, ICG, which is widely held, is the ultimate holding
company of the ICG family of companies. Through the Agreement, MCCC
Merger Corp. ("MCCC"), a newly-created acquisition subsidiary wholly
owned by Buyer, will be merged with and into ICG. As a result of the
transaction, ICG will become a wholly-owned direct subsidiary of Buyer,
and Buyer will acquire indirect control over the ICG Operating
Subsidiaries. The Applicants propose to complete a series of
transactions ("Transactions") whereby Buyer will acquire ICG, and thus
indirect ownership and control of the ICG Operating Companies. In
particular, through the Agreement and Plan of Merger, Buyer's
wholly-owned subsidiary, MCCC Merger Corp., will be merged with and into
ICG, under the laws of the State of Delaware, with ICG being the
surviving entity. As a result of that merger, ICG will become a
wholly-owned subsidiary of Buyer. All of the Transactions will be
completed at the holding company level, and consummation will not result
in any transfer or assignment of the operating authorities held by the
ICG Operating Companies. The ICG Operating Companies will continue to
conduct their respective operations in substantially the same manner and
under substantially the same management team as those operations are
currently conducted.

The Applicants assert that the proposed transfer of control is in the
public interest because it will provide ICG and the ICG Operating
Companies access to greater financial and managerial resources which
will allow the ICG companies to better assess and implement their
business strategies going forward. Access to those resources will ensure
that ICG and the ICG Operating Companies will be in a position to
continue to provide high quality services to existing customers.
Furthermore, the Applicants assert that immediately after the
Transactions are consummated, customers of the ICG Operating Companies
will continue to receive service under the same rates, terms and
conditions as currently apply.

**[GENERAL INFORMATION]{.underline}**

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 of control
application if, upon further examination, it is determined to be
defective and not in conformance with the Commission's rules and
policies. Interested parties may file **comments on or before August 27,
2004** and **reply comments on or before September 3, 2004**.[^10]
Unless otherwise notified by the Commission, Applicants are permitted to
transfer assets on the 31^st^ day after the date of this notice.[^11]
Comments may be filed using the Commission\'s Electronic Comment Filing
System (ECFS) or by filing paper copies. *See Electronic Filing of
Documents in Rulemaking Proceedings*, 63 Fed. Reg. 24121 (1998).

Comments filed through the ECFS can be sent as an electronic file via
the Internet to \<http://www.fcc.gov/e-file/ecfs.html\>. Generally, only
one copy of an electronic submission must be filed. If multiple docket
or rulemaking numbers appear in the caption of this proceeding, however,
commenters must transmit one electronic copy of the comments to each
docket or rulemaking number referenced in the caption. In completing the
transmittal screen, commenters should include their full name, U.S.
Postal Service mailing address, and the applicable docket or rulemaking
number. Parties may also submit an electronic comment by Internet
e-mail. To get filing instructions for e-mail comments, commenters
should send e-mail to ecfs@fcc.gov, and should include the following
words in the subject line "get form \<your e-mail address\>." A sample
form and directions will be sent in reply.

Parties who choose to file by paper must file an original and four
copies of each filing. If more than one docket or rulemaking number
appears in the caption of this proceeding, commenters must submit two
additional copies for each additional docket or rulemaking number.
Filings can be sent by hand or messenger delivery, by commercial
overnight courier, or by first-class or overnight U.S. Postal Service
mail (although we continue to experience delays in receiving U.S. Postal
Service mail). The Commission's contractor, Natek, Inc., will receive
hand-delivered or messenger-delivered paper filings for the
Commission\'s Secretary at 236 Massachusetts Avenue, N.E., Suite 110,
Washington, D.C. 20002. The filing hours at this location are 8:00 a.m.
to 7:00 p.m. All hand deliveries must be held together with rubber bands
or fasteners. Any envelopes must be disposed of before entering the
building. Commercial overnight mail (other than U.S. Postal Service
Express Mail and Priority Mail) must be sent to

9300 East Hampton Drive, Capitol Heights, MD 20743. U.S. Postal Service
first-class mail, Express Mail, and Priority Mail should be addressed to
445 12th Street, SW, Washington, D.C. 20554. All filings must be
addressed to the Commission\'s Secretary, Office of the Secretary,
Federal Communications Commission.

**In addition, one copy of each pleading must be sent to each of the
following:**

(1) The Commission's duplicating contractor, Best Copy and Printing,
    Inc., 445 12^th^ Street, S.W., Room CY-B402, Washington, DC 20554,
    [www.bcpiweb.com](http://www.bcpiweb.com/); phone: (202) 488-5300
    fax: (202) 488-5563;

(2) Tracey Wilson, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C212, Washington, D.C.
    20554; e-mail: <tracey.wilson-parker@fcc.gov>;

(3) Alex Johns, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-B418, Washington, D.C.
    20554; e-mail: <alexis.johns@fcc.gov>;

(4) Julie Veach, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C124, Washington, D.C.
    20554; e-mail: <julie.veach@fcc.gov>;

(5) Susan O'Connell, Policy Division, International Bureau, 445 12^th^
    Street, S.W., Room 7-B544, Washington, D.C. 20554; email:
    [susan.o'connell@fcc.gov](mailto:cynthia.bryant@fcc.gov); and

(6) James Bird, Office of General Counsel, 445 12^th^ Street, S.W., Room
    8-C824, Washington, D.C. 20554; e-mail: <james.bird@fcc.gov>.

Filings and comments are also available for public inspection and
copying during regular business hours at the FCC Reference Information
Center, Portals II, 445 12th Street, SW, Room CY-A257, Washington, DC,
20554. They may also be purchased from the Commission\'s duplicating
contractor, the Commission's duplicating contractor, Best Copy and
Printing, Inc., Portals II, 445 12th Street, SW, Room CY-B402,
Washington, DC 20554, telephone: (202) 488-5300, fax: (202) 488-5563, or
via e-mail [www.bcpiweb.com](http://www.bcpiweb.com/).

For further information, please contact Tracey Wilson, at (202)
418-1394, or Alex Johns at (202) 418-1167.

\- **FCC** -

[^1]: ICG's wholly owned operating subsidiary, ICG Telecom Group, Inc.
    (formerly known as ICG Access Services, Inc.), holds international
    Section 214 authority. In addition, the following ICG entities hold
    domestic blanket Section 214 authority: ICG Telecom Group, Inc., ICG
    ChoiceCom, L.P., and ICG Telecom Group of Virginia, Inc. These
    international and domestic Section 214 holders are referred to
    herein collectively as "ICG Operating Companies."

[^2]: 47 C.F.R §§ 63.03, 63.04; *see* 47 U.S.C. § 214.

[^3]: Applicants are also filing an application for consent to transfer
    control of authorization for international and wireless services.
    Any action on this domestic 214 application is without prejudice to
    Commission action on other related pending applications. In
    addition, ICG is separately seeking Commission approval to
    discontinue the provision of local exchange, domestic and
    international long distance, primary rate interface, dedicated
    Internet access, special access/private line service provided over
    ICG facilities, and high-speed data transmission services in the
    District of Columbia, Illinois, Maryland, Massachusetts, New Jersey,
    New York, Utah, Virginia, and Washington. *See Comments Invited on
    Application of ICG Telecom Group, Inc. and ICG Telecom Group of
    Virginia, Inc. to Discontinue Domestic Telecommunications Services*,
    Public Notice, WC Docket No. 04-310, Comp. Pol. File No. 689, DA
    04-2491 (rel. Aug. 6, 2004).

[^4]: 47 C.F.R. § 63.03(b)(2)(i).

[^5]: ICG Holdings, Inc. is wholly-owned by ICG.

[^6]: ICG Equipment, Inc. is a wholly-owned direct subsidiary of ICG.

[^7]: M/C Venture's remaining interest will be held by two other funds,
    M/C Venture Investors, L.L.C. and Chestnut Venture Partners, Inc.

[^8]: M/C Venture-affiliated funds also hold minor interests in Metro
    PCS, Inc. Collectively, those interests are approximately 8%.

[^9]: In addition, Columbia Capital Equity Partners III (AI), L.P.,
    Columbia Capital Investors III, L.L.C., and Columbia Capital
    Employee Investors III, L.L.C. will each hold interests of less than
    10%.

[^10]: *See* 47 C.F.R. § 63.03(a).

[^11]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.