**DA 04-1018**

**Released: April 14, 2004**

**DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF GUAM
CABLE GROUP, INC. TO ALLIED CAPITAL CORPORATION**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 04-145**

**Comments Due: April 28, 2004**

**Reply Comments Due: May 5, 2004**

On March 9, 2004, Guam Cable Group, Inc. ("Guam Cable"), Startec Global
Communications Corporation ("Startec Parent"), debtor-in-possession,
Startec Global Operating Company ("Startec Operating"),
debtor-in-possession, and Allied Capital Corporation ("Allied") filed an
application, pursuant to sections 63.03 and 63.04 of the Commission's
rules,[^1] requesting approval to transfer control of domestic section
214 authorizations held by Guam Cable from Startec Parent to Allied.[^2]
The parties present this proposed application in conjunction with the
Chapter 11 bankruptcy reorganization of Startec Parent, Startec
Operating and co-debtor Startec Global Licensing Company ("Startec
Licensing") (together, the "Debtors").

Applicants assert that this transaction is entitled to presumptive
streamlined treatment pursuant to section 63.03(b)(1)(ii) of the
Commission's rules because Allied, the transferee, is not a
telecommunications provider.[^3]

Startec Parent, a Delaware Corporation, is, through its subsidiaries, a
facilities-based provider of domestic and international long distance
services. Most of Startec Parent's traffic is carried over an Internet
Protocol ("IP") network, which allows it to integrate voice, data, and
Internet access services. Startec also offers wholesale voice over IP
services to other international long distance carriers and Internet
service providers. Through its wholly owned subsidiary Startec
Operating, a Delaware corporation, Startec Parent owns a 50% interest in
Guam Cable, a Delaware corporation. Through a combination of owned and
leased telecommunications transmission facilities, Guam Cable offers
domestic long distance and Internet access services for resale to
residential and business customers in Guam and the Commonwealth of the
Northern Marianas Islands.

Allied, a Maryland corporation, provides private investment capital (in
the form of both debt and equity securities) to private and public
companies. With its wholly owned subsidiary, High Tension Wireless LLC,
Allied holds an approximately 85% ownership interest in Acme Paging LP
("Acme"), a limited partnership. Acme has several subsidiaries holding
licenses for use of spectrum in various South American countries.

On December 14, 2001, Startec Parent, Startec Operating, and Startec
Licensing filed for bankruptcy under Chapter 11 of Title 11 of the U.S.
Code in the U.S. Bankruptcy Court for the District of Maryland
(Greenbelt Division) (the "Bankruptcy Court").[^4] Startec Parent,
Startec Operating, and Startec Licensing each continued in possession of
their property and management of their businesses as a
debtors-in-possession pursuant to Sections 1107 and 1108 of the
Bankruptcy Code. On September 11, 2002, the Debtors filed with the
Bankruptcy Court a plan of reorganization whereby common stock in
Startec Parent would be distributed among Allied, NTFC Capital
Corporation ("NTFC"), and various other parties, while preferred voting
stock would have been issued solely to Allied. A dispute between Allied
and NTFC prevented confirmation of this plan. In the spring of 2003,
Startec Parent negotiated a joint venture agreement with EC
Communications, LLC (ECC), creating a new company, Guam Cable. Startec
Operating and ECC shared ownership and operational control of Guam
Cable, which purchased the assets of PCI Communications, Inc. ("PCI"), a
separate wholly owned Startec Parent subsidiary. These assets included
various licenses and authorizations for the provision of
telecommunications service. The dispute between Allied and NTFC was
resolved in December 2003, and on January 16, 2004, the Debtors
submitted to the Bankruptcy Court a revised Joint Plan of Reorganization
(the "Modified Plan"). The Debtors held a confirmation hearing on
February 9 and 10, 2004. The Bankruptcy Court issued its signed
confirmation order approving the Modified Plan -- contingent on this
Commission's approval of the instant application -- on April 5, 2004.

Under the Modified Plan, Startec Parent and Startec Operating would be
reorganized and the Debtors would emerge from bankruptcy protection.
Startec Parent would issue 28 million shares of new common stock. Allied
would receive 68.5% of these shares, and would thus assume control of
Startec Parent. NTFC would receive 24% of the shares, and the remaining
7.5% of the shares would be issued to unsecured creditors and holders of
pre-petition notes. The Modified Plan also provides for the issuance of
stock options which, if exercised, would dilute Allied's share of common
stock to 58.22% and NTFC's share to 20.40%. Under the plan, Guam Cable
would remain a subsidiary of Startec Operating, and thus an indirect
subsidiary of the reorganized Startec Parent, which in turn would fall
under the control of Allied. Guam Cable would continue to provide
interstate domestic services and would hold the licenses and
authorizations required for those services (including the blanket
domestic section 214 authority granted under section 63.01 of the
Commission's rules, 47 C.F.R. § 63.01).

The applicants state that consummation of the proposed transaction will
serve the public interest. The proposed transfer of control pursuant to
the Modified Plan, they assert, will provide both the reorganized
Debtors and Guam Cable with the best opportunity to continue providing
domestic and international services to customer bases in the United
States, Guam, and the Marianas. The applicants state that by
facilitating service to ethnic and linguistic communities, and
connecting them with developing economies via long distance, Internet
access, and data services, the Debtors and Guam Cable play a vital role
in an important niche market.

**[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 April 28,
2004** and **reply comments on or before May 5, 2004**.[^5] Unless
otherwise notified by the Commission, Applicants are permitted to
transfer control on the 31^st^ day after the date of this notice.[^6]
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, 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: <tracey.wilson-parker@fcc.gov>;

(3) Russell Hanser, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-A321, Washington, D.C.
    20554; e-mail: <russell.hanser@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) Christopher Killion, Office of General Counsel, 445 12^th^ Street,
    S.W., Room 8-C740, Washington, D.C. 20554; e-mail:
    <chris.killion@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, Qualex International, Portals II, 445 12th Street, SW, Room
CY-B402, Washington, DC, 20554, telephone 202-863-2893, facsimile
202-863-2898, or via e-mail <qualexint@aol.com>.

For further information, please contact Tracey Wilson, at (202)
418-1394, or Russell Hanser, at (202) 418-0832.

\- **FCC** -

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[^1]: 47 C.F.R §§ 63.03, 63.04; *see also* 47 U.S.C. § 214.

[^2]: Applicants are also filing an application for consent to transfer
    control of authorization for international services. Any action on
    this domestic 214 application is without prejudice to Commission
    action on other related pending applications.

[^3]: 47 C.F.R. § 63.03(b)(1)(ii).

[^4]: *In re Startec Global Communications Corp., et al.*, jointly
    administered under Case No. 01-25013 (DK) (Bankr. D. Md. filed Dec.
    14, 2001). The Startec bankruptcy proceedings to which this
    application relates have an extended and somewhat convoluted
    history. The sequence of events surrounding this proceeding are
    described in detail in the Application initiating the instant
    proceeding, which is appended as [Attachment A]{.underline}.

[^5]: *See* 47 C.F.R. § 63.03(a).

[^6]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.