**DA 06-1722**

**Released: August 25, 2006**

**DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF
IPC INFORMATION SYSTEMS, LLC, GAINS ASIA ACQUISITION CORP., AND IPC
NETWORK SERVICES, INC. FROM IPC ACQUISITION CORP.**

**TO TRADER ACQUISITION CORP.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 06-162**

**Comments Due: September 8, 2006**

**Reply Comments Due: September 15, 2006**

On August 11, 2006, IPC Acquisition Corp. ("IPC") and Trader Acquisition
Corp. ("Trader") (collectively, "Applicants") filed an application,
pursuant to section 63.04 of the Commission's rules,[^1] seeking
authority to transfer control of IPC Information Systems, LLC ("IPC Info
Systems"), Gains Asia Acquisition Corp. ("Gains Asia"), and IPC Network
Services, Inc. ("IPC Network")[^2] from IPC to Trader.[^3]

Applicants submit that this transaction is entitled to presumptive
streamlined treatment under 63.03(b)(2)(i) of the Commission's rules
because immediately following the consummation of the transaction: (1)
the Applicants and their affiliates combined will hold less 10% or
interstate, interexchange market; (2) Applicants and their 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 transaction;
and (3) none of the Applicants or their affiliates are dominant with
respect to any service it provides.[^4]

IPC, a Delaware Corporation, through various subsidiaries, including
Gains Asia, IPC Info Systems, and IPC Network, provides communications
solutions to global trading enterprises, principally utilizing
proprietary trading and communications equipment interconnected using
resold private lines or IP-based transport services. IPC, through IPC
Network, provides domestic telecommunications services in several
states.[^5] Gains Asia, a Delaware Corporation, is a wholly-owned
subsidiary of IPC Info Systems, a Delaware limited liability company,
that is, in turn, a wholly-owned subsidiary of IPC.[^6] IPC Network, a
New York Corporation,[^7] is wholly-owned by Gains Acquisition Corp., a
Delaware Corporation, that is, in turn, wholly-owned by IPC Info
Systems.[^8] The following entities, which are all limited partnerships
formed under the laws of Delaware, own a 10% or greater interest in IPC:
GS Capital Partners 2000, L.P. (48.38%); GS Capital Partners 2000
Offshore, L.P. (17.58%) and GS Capital Partners Employee Fund, L.P.
(17.37%).[^9] Goldman Sachs Group Inc., a Delaware Corporation, owns
17.19% of GS Capital Partners 2000, L.P. and GS Capital Partners 2000
Offshore, L.P.[^10] No entity owns more than 10% of GS Capital Partners
Employee Fund, L.P.[^11]

Trader, a Delaware Corporation, is a wholly-owned subsidiary of Silver
Lake Partners II, L.P. ("Silver Lake"). Silver Lake, a Delaware limited
partnership, is a private equity firm focused exclusively on large-scale
investing in technology and related growth industries. The ownership of
Silver Lake is widely distributed, and no entity holds more than a 10%
equity interest in Silver Lake. Silver Lake is controlled by its general
partner, Silver Lake Technology Associates II, L.L.C. ("SLTA II"), a
Delaware limited liability company, whose principal business is serving
as the sole general partner of Silver Lake and certain of its related
investment vehicles. The managing members of SLTA II, all U.S. citizens,
are Alan K. Austin, James A. Davidson, Glenn H. Hutchins, John R. Joyce,
and David J. Roux. Their principal occupation is serving as managing
members of SLTA II and affiliated entities. None of the managing members
has a controlling interest in SLTA II, nor does any managing member have
individually either positive or negative control over SLTA II.

Pursuant to an Agreement and Plan of Merger dated July 30, 2006, Trader,
formed specifically by Silver Lake for the transaction described herein,
will acquire 100% of the ownership interests of IPC by merging Trader
Merger Corp., (a Delaware Corporation and a wholly-owned subsidiary of
Trader) with and into IPC, with IPC surviving the merger and the prior
owners of IPC exchanging their shares in IPC for specified
consideration. As a result of the merger, IPC will become a wholly-owned
subsidiary of Trader, thereby changing the control of Gains Asia, IPC
Info Systems, and IPC Network, the 214 authorization holders.

The Applicants state that the transfer of control to Trader will serve
the public interest because the transaction will ensure the continued
viability of IPC, and consequently IPC Info Systems, and IPC Network,
and the services they provide to numerous customers. In addition,
Trader, as a wholly-owned subsidiary of Silver Lake, provides extensive
financial resources and management expertise to expand the network and
marketing potential of IPC, thereby providing increased competition and
enhanced service capabilities in the telecommunications market. The
Applicants add that the services will be provided on the same terms and
conditions as prior to consummation. The Applicants state that the
proposed changes in ownership will not confuse, inconvenience or
otherwise harm IPC's customers. Furthermore, because Trader and its
parent, Silver Lake, are not telecommunications providers, the
transaction results in no concentration in the relevant markets.

**[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 September 8, 2006** and **reply comments on or before
September 15, 2006**.[^12] Unless otherwise notified by the Commission,
Applicants are permitted to transfer the control on the 31^st^ day after
the date of this notice.[^13] 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) Cecilia Seppings, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C230, Washington, D.C. 20554;
    email: <cecilia.seppings@fcc.gov>;

(3) Denise Coca, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C160, Washington, D.C. 20554;
    e-mail: [denise.coca@fcc.gov](mailto:dennis.johnson@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) Jim Bird, Office of General Counsel, 445 12th Street, S.W., Room
    8-C824, Washington, D.C. 20554; e-mail: <jim.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 Cecilia Seppings at (202)
418-1588, or Denise Coca at (202) 418-0574.

\- **FCC** -![](media/image2.wmf){width="6.944444444444445e-4in"
height="6.944444444444445e-4in"}

[^1]: 47 C.F.R § 63.04; *see* 47 U.S.C. § 214.

[^2]: IPC Network was formerly known as Gains International (U.S.) Inc.

[^3]: Applicants are also filing an application for transfer of control
    associated with authorization for international services. Any action
    on this domestic 214 application is without prejudice to Commission
    action on other related, pending applications.

[^4]: 47 C.F.R. § 63.03(b)(2)(i). Applicants also assert streamlined
    processing under 63.03(b)(1)(ii).

[^5]: IPC, through IPC Network, provides domestic telecommunications
    service in the following states: Arizona, California, Colorado,
    Connecticut, Delaware, Illinois, Indiana, Massachusetts, Maryland,
    Michigan, Minnesota, Missouri, Montana, North Carolina, New Jersey,
    New Mexico, Nevada, New York, Ohio, Oklahoma, Oregon, Pennsylvania,
    South Carolina, Texas, and Virginia.

[^6]: IPC Info Systems and Gains Asia hold international section 214
    authorizations and domestic section 214 authorizations.

[^7]: IPC Network (formerly known as Gains International (U.S.) Inc.)
    holds a domestic section 214 authorization.

[^8]: Gains Acquisition Corp.. is the sole (100%) owner of IPC Network
    Services Limited ("IPC UK"), an entity formed under the laws of
    England and Wales. Gains Asia is the sole (100%) owner of IPC
    Network Services Asia Ltd, an entity formed under the laws of Hong
    Kong ("IPC Asia"), which is the sole (100%) owner of IPC Network
    Services (Hong Kong) Limited, an entity formed under the laws of
    Hong Kong and IPC Network Services (Singapore) PTE Limited, an
    entity formed under the laws of Singapore. IPC Network Services
    (Australia) PTY Limited, an entity formed under the laws of
    Australia, is also wholly-owned by IPC Asia.

[^9]: All of the current owners of IPC will exchange their shares for
    consideration and after the completion of the transaction will have
    no remaining interest in IPC, IPC Info Systems, IPC Network, or
    Gains Asia, directly or indirectly.

[^10]: The Applicants note that this structure will remain in place
    after consummation of the transaction.

[^11]: IPC, nor any of its other affiliates has any other interests in
    entities holding section 214 authorizations.

[^12]: *See* 47 C.F.R. § 63.03(a).

[^13]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.