**DA 06-915**

**Released: April 20, 2006**

**DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF
EVEREST MIDWEST, LLC FROM AQUILA, INC. TO**

**EVEREST CONNECTIONS HOLDINGS, INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 06-75**

**Comments Due: May 4, 2006**

**Reply Comments Due: May 11, 2006**

On March 24, 2006, Aquila, Inc. ("Aquila") and Everest Connections
Holdings, Inc. ("Everest Connections Holdings") (collectively, the
"Applicants") filed an application pursuant to section 63.04 of the
Commission's rules[^1] to transfer control of Everest Midwest, LLC
("Everest Midwest"), a holder of domestic and international Section 214
authorizations, from Aquila to Everest Connections Holdings.[^2]

Applicants assert that this transaction is entitled to presumptive
streamlined treatment under section 63.03(b)(2)(i) of the Commission's
rules because: (1) Everest Connections Holdings will have a market share
in the interstate, interexchange market of less than 10 percent; (2)
Everest Connections Holdings will provide competitive telephone exchange
service or exchange access services exclusively in geographic areas
served by a dominant local exchange carrier that is not a party to this
application; and (3) neither of the applicants is dominant with respect
to any service.[^3]

Aquila, a Delaware publicly traded corporation whose principal
businesses are natural gas and electric power distribution and the
generation of electric power, indirectly owns and controls Everest
Midwest, a competitive local exchange carrier ("LEC") providing voice
and data communications services in the Kansas City metropolitan area.
In addition to local telephone service, Everest Midwest provides
domestic and international long distance service to its customers on a
resale basis and holds both domestic and international Section 214
authorizations from the Commission. Aquila indirectly owns and controls
Everest Global Technologies Group, LLC, which owns Everest Holdings I,
LLC, which wholly owns Everest Midwest.

Everest Connections Holdings, a Delaware corporation, was created for
the purpose of acquiring the membership interests of Everest Holdings I,
LLC. Everest Connections Holdings is wholly owned by Everest Broadband,
Inc. ("Everest Broadband"). The following entities own a 10% or greater
direct or indirect interest in Everest Broadband: Seaport Capital
Partners III AIV, L.P., a Delaware limited partnership (62%); Seaport
Capital Partners III/A AIV, L.P., a Delaware limited partnership (19%
through interest in Everest Broadband, Seaport Splitter Partnership,
L.P., and Seaport Blocker Corp. Ltd.); AIG Global Investment Corp., a
U.S. corporation (18%); and Seaport Splitter Partnership, L.P., a
Delaware limited partnership (12%).

The following entities or individuals own a 10% or greater indirect
interest in Everest Broadband as limited partners of Seaport Capital
Partners III AIV, L.P.: State Street Bank and Trust Company as Trustee
for the Dupont Pension Trust, a U.S. investor (24%); and Robert W.
Johnson IV, a U.S. citizen (12%). Seaport Capital Partners III AIV, L.P.
is controlled by its general partner Seaport Investment Partners III,
L.P., a Delaware limited partnership, which is in turn controlled by its
sole general partner Seaport Associates III, LLC, a Delaware limited
liability company.[^4]

Auber Investments Limited, a British Virgin Islands company, holds a 12%
indirect interest in Everest Broadband through its limited partner
ownership in Seaport Capital Partners III/A AIV, LP.

AIG Global Asset Management Holdings, Inc., a U.S. holding company,
holds an 18% indirect ownership interest in Everest Broadband through
its ownership of AIG Global Investment Corp. AIG Capital Corp., a U.S.
holding company, holds an 18% indirect ownership interest in Everest
Broadband through its ownership interest in AIG Global Asset Management
Holdings, Inc. American International Group, Inc., a U.S. corporation,
holds an 18% indirect ownership interest in Everest Broadband through
its ownership interest in AIG Capital Corp.

Seaport Blocker Corp. Ltd., a Cayman Islands limited liability exempted
company, holds a 12% indirect ownership interest in Everest Broadband
through its ownership interest in Seaport Splitter Partnership, L.P. The
entire Seaport family of companies and partnerships are collectively
referred to as "Seaport Capital." Seaport Capital owns or controls
telecommunications providers, including competitive LECs and rural LECs,
which do not provide service in the areas served by Everest Midwest.
[^5]

There are no other direct or indirect 10% or greater owners of Everest
Connections Holdings.[^6]

Applicants state that the proposed transaction will serve the public
interest because:

\(1\) Seaport Capital will assist Everest Midwest in providing
competitive services to consumers in the Kansas City metropolitan area;
and (2) competition will not be adversely affected by the acquisition of
Everest Midwest by Everest Connections Holdings.

**[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. Pursuant to sections 1.415 and 1.419 of the Commission's
rules, 47 CFR §§ 1.415, 1.419, interested parties may file **comments on
or before May 4, 2006** and **reply comments on or before May 11,
2006**.[^7] Unless otherwise notified by the Commission, Applicants are
permitted to transfer the assets and related control on the 31^st^ day
after the date of this notice.[^8] Comments may be filed using: (1) the
Commission's Electronic Comment Filing System (ECFS), (2) the Federal
Government's eRulemaking Portal, or (3) by filing paper copies. *See
Electronic Filing of Documents in Rulemaking Proceedings*, 63 FR 24121
(1998).

-   Electronic Filers: Comments may be filed electronically using the
    Internet by accessing the ECFS: <http://www.fcc.gov/cgb/ecfs/> or
    the Federal eRulemaking Portal:
    [http://www.regulations.gov](http://www.regulations.gov/). Filers
    should follow the instructions provided on the website for
    submitting comments.

-   For ECFS filers, if multiple docket or rulemaking numbers appear in
    the caption of this proceeding, filers must transmit one electronic
    copy of the comments for each docket or rulemaking number referenced
    in the caption. In completing the transmittal screen, filers 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, filers should send an e-mail to <ecfs@fcc.gov>, and
    include the following words in the body of the message, "get form."
    A sample form and directions will be sent in response.

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-   Paper Filers: 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, filers
    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). All filings must be addressed to the Commission's
Secretary, Office of the Secretary, Federal Communications Commission.

The Commission's contractor 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]{.underline} 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, Express, and
Priority mail should be addressed to 445 12th Street, S.W., Washington
D.C. 20554.

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).

**You may submit comments, identified by the above noted docket number,
by any of the following methods:**

-   Federal eRulemaking Portal:
    [http://www.regulations.gov](http://www.regulations.gov/). Follow
    the instructions for submitting comments.

-   Federal Communications Commission's Web Site:
    <http://www.fcc.gov/cgb/ecfs/>. Follow the instructions for
    submitting comments.

-   People with Disabilities: Contact the FCC to request reasonable
    accommodations (accessible format documents, sign language
    interpreters, CART, etc.) by e-mail: <FCC504@fcc.gov> or phone:
    202-418-0530 or TTY: 202-418-0432.

**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 12th Street, S.W., Room CY-B402, Washington, D.C. 20554,
    [www.bcpiweb.com](http://www.bcpiweb.com/); phone: (202) 488-5300
    fax: (202) 488-5563;

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

(3) Kimberly Jackson, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C317, Washington, D.C. 20554;
    e-mail: <kimberly.jackson@fcc.gov>;

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

(5) James Bird, Office of General Counsel, 445 12th 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, S.W., Room CY-A257, Washington,
D.C. 20554. They may also be purchased from the Commission's duplicating
contractor, Best Copy and Printing, Inc., Portals II, 445 12th Street,
S.W., Room CYB402, Washington, D.C. 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-Parker at (202)
418-1394, or Kimberly Jackson at (202) 418-7393.

\- **FCC** -

[^1]: *See* 47 C.F.R. § 63.04.

[^2]: Counsel for Everest Connections Holdings filed a supplement to
    this Application on April 6, 2006. Applicants have also filed an
    application for consent to transfer authorization for international
    services. Any action on this domestic 214 application is without
    prejudice to Commission action on other related pending
    applications.

[^3]: *See* 47 C.F.R. § 63.03(b)(2)(i).

[^4]: Seaport Associates III, LLC is owned by five individual members,
    William Luby, James Collis, Kevin Brandon, Stephen McCall, and
    Alison Mulhern, each of whom is a U.S. citizen. Letter from Michael
    G. Jones, Counsel for Everest Connections Holdings, Inc., to Marlene
    H. Dortch, Secretary, FCC, WC Docket No. 06-75 (filed Apr. 17,
    2006).

[^5]: The Seaport Capital entities indirectly own or control Guam
    Telecom, LLC and CNMI Telecom LLC, which hold international section
    214 authorizations and provide telecommunications services only in
    the U.S. Territory of Guam and in the U.S. Commonwealth of the
    Northern Marianna Islands, respectively. Letter from Michael G.
    Jones, Counsel for Everest Connections Holdings, Inc., to Marlene H.
    Dortch, Secretary, FCC, WC Docket No. 06-75 (filed Apr. 6, 2006)
    (Everest Apr. 6, 2006 Letter).

[^6]: Everest Apr. 6, 2006 Letter at 1.

[^7]: *See* 47 C.F.R. § 63.03(a).

[^8]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.