**DA 02-1532**

**Released: June 28, 2002**

**DOMESTIC SECTION 214 APPLICATION FILED FOR CONSENT TO TRANSFER CONTROL
OF U.S. TELEPACIFIC CORPORATION**

**Pleading Cycle Established**

**WC Docket No. 02-140**

On May 10, 2002, Telepacific Corp. d/b/a TelePacific Communications
("TelePacific" or the "Applicant") filed an application pursuant to
section 214 of the Communications Act of 1934, as amended, 47 U.S.C. §
214, and section 63.01 of the Commission's rules, 47 C.F.R. § 63.01, for
authorization to transfer control of the domestic, interstate operations
of TelePacific.

TelePacific is a California corporation that provides competitive local
exchange and long distance services, international services, high-speed
Internet access, web hosting and unified messaging to consumers in
California and Nevada. TelePacific began operations in 1998 and
primarily focuses on offering its range of communications services to
small-and medium-sized business customers. TelePacific operates in Los
Angeles, Orange County, San Diego, San Francisco, San Jose, and Las
Vegas. TelePacific is a wholly owned subsidiary of U.S. TelePacific
Holdings Corp. ("Holdings"), a Delaware corporation.

SIPCO Limited ("SIPCO"), a corporation organized under the laws of the
Cayman Islands, is a holding company that operates for the benefit of
the management of Investcorp SA ("Investcorp") and its various
subsidiaries and affiliates. Investcorp is organized under the laws of
Luxembourg and is engaged in the business of investing and investment
banking. SIPCO may be deemed to control Investcorp through its ownership
of a majority of the stock of a company that indirectly owns a majority
of Investcorp's outstanding stock. Investcorp holds shares in Holdings
through two entities organized under the laws of the Cayman Islands for
the purpose of holding investments in TelePacific: (1) TelePacific
Holdings Limited ("THL"); and (2) Investcorp TPC Limited Partnership
("ITPC"). TelePacific Investments Limited ("TIL"), a Cayman Islands
corporation, is the sole general partner in ITPC. For purposes of this
application, each of these entities can be deemed to be controlled by
Investcorp due to the combination of Investcorp's own indirect entity
holdings and as a result of management agreements with other investors
that can be deemed to confer *de facto* control for purposes of this
application.[^1]

In order to raise additional capital, Holdings offered to its existing
shareholders and related parties the opportunity to increase their
equity interest in the company through the purchase of preferred stock
(the "Offering"). Investcorp formed a new Cayman Islands company,
TelePacific Equity Limited, as its vehicle for participating in the
Offering. Based on the additional investment and the associated
anti-dilution adjustments, the Offering results in a change of control
in which entities that can be deemed to be controlled by SIPCO will
obtain control of TelePacific.

Under this new structure, SIPCO (through Investcorp) can be deemed to
control an aggregate interest of 74% in Holdings, which would give it
effective control over TelePacific once the necessary regulatory
approvals have been obtained. The sole direct or indirect equity owner
of 10% or more of SIPCO is as follows: Nemir A. Kirdar c/o Investcorp
SA, 6 rue Adolph Fischer, L-1520 Luxembourg (Turkish private individual,
12%). The new ownership structure created by consummation of the
Offering includes the following entities with a 10% or greater interest
in Holdings: THL (46%), TelePacific Equity Limited (16%); and ITPC
(12%).

TelePacific states that the Offering provides additional capital to
TelePacific, which will facilitate TelePacific's provision of services
to its customers and increase TelePacific's ability to compete. As a
result, TelePacific states that telecommunication services in the areas
that it currently serves and in the markets to which it expands will be
enhanced by allowing consumers a greater number of service choices.
Applicant states that the Offering facilitates competition without
adversely affecting TelePacific's current customers. Finally, Applicant
asserts that a grant of this application will enable TelePacific to
become a more vibrant competitor and therefore is in the public
interest.

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

The transfer of control application identified herein has been found,
upon initial review, to be acceptable for filing. 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 petitions to deny on or before **July 29, 2002**.[^2] Final
action will not be taken on the application earlier than 15 days
following the date of this Public Notice.

All filings concerning any or all matters in this Public Notice should
refer to **WC Docket No. 02-140**. Due to the threat of contamination
that resulted in the disruption of regular mail, the Commission released
on November 29, 2001, an Order[^3] temporarily amending certain
procedural rules on an emergency basis. Pleadings must be filed
electronically (*i.e.,* by e-mail or facsimile), by overnight delivery
service, or by hand delivery to the Commission's Massachusetts Avenue
location.[^4]

-   **If filed electronically** by e-mail, pleadings shall be filed at
    the following e-mail address: <CCBSecretary@fcc.gov>. Please also
    copy all those listed below. For security purposes, it is
    recommended that documents filed via electronic mail be converted to
    PDF format.

-   **If filed by facsimile,** pleadings shall be faxed to (202)
    418-0187. The fax transmission should include a cover sheet listing
    contact name, phone number, and an e-mail address (if available).

-   **If filed by hand delivery,** documents shall be delivered to the
    Commission's contractor, Vistronix, at 236 Massachusetts Avenue,
    N.E., Suite 110, Washington, D.C. 20002. All hand deliveries must be
    held together with rubber bands or fasteners, and any envelopes must
    be disposed of before entering the building.

-   **If filed by overnight delivery service** other than U.S. Postal
    Service (USPS) Express Mail and Priority Mail, filings must be
    addressed to 9300 East Hampton Drive, Capitol Heights, MD 20743.
    USPS first-class mail, Express Mail, and Priority Mail should
    continue to be addressed to the Commission's headquarters at 445
    12^th^ Street, S.W., Washington, D.C. 20554.

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

(1) the Commission's duplicating contractor, Qualex International, 445
    12^th^ Street, S.W., Room CY-B402, Washington, D.C. 20554; e-mail:
    <qualexint@aol.com;> facsimile: (202) 863-2898; phone: (202)
    863-2893.

(2) Tracey Wilson, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C437, Washington, D.C.
    20554; e-mail: [twilson@fcc.gov](mailto:jmyles@fcc.gov), and

(3) Bill Dever, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C266, Washington, D.C.
    20554; e-mail: <wdever@fcc.gov>; and

(4) Imani Ellis-Cheek, Telecommunications Division, International
    Bureau, 445 12^th^ Street, S.W., Room 6-A739, Washington, D.C.
    20554; e-mail: <iellis@fcc.gov>.

(5) Nandan Joshi, Office of General Counsel, 445 12^th^ Street, S.W.,
    Room 8-A820, Washington, D.C. 20554; e-mail: <njoshi@fcc.gov>.

Copies of the application and any subsequently filed documents in this
matter may be obtained from Qualex International, in person at 445
12^th^ Street, S.W., Room CY-B402, Washington, D.C. 20554, via telephone
at (202) 863-2893, via facsimile at (202) 863-2898, or via e-mail at
<qualexint@aol.com>. The applications and any associated documents are
also available for public inspection and copying during normal reference
room hours at the following Commission office: FCC Reference Information
Center, 445 12^th^ Street, S.W., Room CY-A257, Washington, D.C. 20554.
The applications are also available electronically through the
Commission's Electronic Comment Filing System (ECFS), which may be
accessed on the Commission's Internet website at
[http://www.fcc.gov](http://www.fcc.gov/).

In addition to filing paper comments, parties may also file comments
using the ECFS.[^5] 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. Parties may also submit an electronic comment by
Internet e-mail. To obtain filing instructions for e-mail comments,
commenters should send an e-mail to <ecfs@fcc.gov>, and include the
following words in the body of the message, "get form \<your e-mail
address\>." A sample form and directions will be sent in reply.

For further information, please contact Tracey Wilson, at (202) 418-1394
or Bill Dever, Competition Policy, Wireline Competition Bureau at (202)
418-1578.

[^1]: None of these other equity holders individually has 10% or greater
    interest in TelePacific, Holdings, THL, ITPC, or TIL. In addition to
    Investcorp's ownership interests held by THL and ITPC, three
    individuals affiliated with those companies are directors of
    Holdings and TelePacific.

[^2]: *See* 47 C.F.R. § 63.52.

[^3]: *See* *Implementation of Interim Electronic Filing Procedures for
    Certain Commission Filings,* Order, FCC 01-345 (rel. Nov. 29, 2001).

[^4]: *See* *FCC Announces a New Filing Location for Paper Documents and
    a New Fax Number for General Correspondence*, Public Notice*,* DA
    01-2919 (rel. Dec. 14, 2001).

[^5]: *See* Electronic Filing of Documents in Rulemaking Proceedings, 63
    Fed. Reg. 24,121 (1998).