**DA 08-1229**

> **Released: May 29, 2008**

**DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF
U.S. SOUTH COMMUNICATIONS, INC. TO FIRST DATA CORPORATION**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 08-69**

**Comments Due: June 12, 2008**

**Reply Comments Due: June 19, 2008**

On May 16, 2008, U.S. South Communications, Inc. d/b/a U.S. South d/b/a
INCOMM (U.S. South) and First Data Corporation (First Data)
(collectively, Applicants) filed an application pursuant to section
63.03 of the Commission's rules to transfer control of U.S. South to
First Data.[^1] U.S. South, a Georgia corporation, offers interstate
services to business and residential customers nationwide. It is a
wholly owned subsidiary of InComm Holdings, Inc., a Georgia corporation.
First Data, a Delaware corporation, provides electronic commerce and
payment services and does not currently provide telecommunications
services. Applicants state that all of the outstanding stock of First
Data is held by First Data Holdings Inc., and that more than 95 percent
of First Data Holdings Inc. is held by New Omaha Holdings L.P.
Applicants state that the following entities own at least 10 percent of
the equity of New Omaha Holdings L.P.: KKR 2006 Fund, L.P. (36.7
percent) and New Omaha Holdings Co-Invest L.P. (21.9 percent).[^2]
Pursuant to the terms of the proposed transaction, U.S. South will
remain a wholly-owned subsidiary of InComm Holdings, which will become a
wholly-owned subsidiary of First Data Merchant Services Corporation.
First Data Merchant Services Corporation is an indirect wholly owned
subsidiary of First Data, which in turn is a wholly owned subsidiary of
First Data Holdings, Inc. All the entities in this application are
U.S.-based. Applicants assert that the proposed transaction is entitled
to presumptive streamlined treatment under section 63.03(b)(1)(ii) of
the Commission's rules and that a grant of the application will serve
the public interest, convenience, and necessity.[^3]

> Application Filed for the Transfer of Control of U.S. South
> Communications, Inc. to First Data Corporation, WC Docket No. 08-69
> (filed May 16, 2008).

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

The Wireline Competition Bureau finds, upon initial review, that the
transfer of control identified herein is 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 section 63.03(a) of the Commission's
rules, 47 C.F.R. § 63.03(a), interested parties may file comments **on
or before June 12, 2008,** and reply comments **on or before June 19,
2008**. Unless otherwise notified by the Commission, the Applicants may
transfer control on the 31^st^ day after the date of this notice.[^4]
Comments must be filed electronically using (1) the Commission's
Electronic Comment Filing System (ECFS) or (2) the Federal Government's
eRulemaking Portal. *See* 47 C.F.R. § 63.03(a) ("All comments on
streamlined applications shall be filed electronically . . . .");
*Electronic Filing of Documents in Rulemaking Proceedings*, 63 FR 24121
(1998).

-   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.

**In addition, email one copy of each pleading to each of the
following**:

1)  The Commission's duplicating contractor, Best Copy and Printing,
    Inc., <fcc@bcpiweb.com>; phone: 202 / 488-5300; fax: 202 / 488-5563;

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1)  Myrva.Charles, Competition Policy Division, Wireline Competition
    Bureau, <myrva.charles@fcc.gov>;

2)  Jodie May, Competition Policy Division, Wireline Competition Bureau,
    jodie.may@fcc.gov;

3)  David Krech, International Bureau, Policy Division, International
    Bureau, <david.krech@fcc.gov>;

> 5\) Jim Bird, Office of General Counsel, <jim.bird@fcc.gov>.

Filings and comments are 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
CY-B402, Washington, D.C. 20554; telephone: 202 / 488-5300; fax:
202 / 488-5563; email: <fcc@bcpiweb.com>; url:
[www.bcpiweb.com](http://www.bcpiweb.com/).

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).

For further information, please contact Myrva Charles at 202 / 418-1506
or Jodie May at 202 / 418-0913.

**- FCC -**

[^1]: 47 C.F.R § 63.03; *see* 47 U.S.C. § 214. Applicants are also
    filing an application for transfer of control associated with
    authorization for international services. Any action on this
    domestic section 214 application is without prejudice to Commission
    action on other related, pending applications. Applicants filed a
    supplement to their domestic section 214 application on May 28,
    2008.

[^2]: Applicants state that KKR 2006 Fund, L.P. is managed by affiliates
    of Kohlberg Kravis Roberts & Co, L.P. (KKR), a private equity firm,
    and that none of the owners of KKR 2006 Fund, L.P. or KKR owns a 10
    percent or greater interest in New Omaha Holdings L.P. They further
    state that New Omaha Holdings Co-Invest L.P. is ultimately managed
    by the same affiliates of KKR and that none of the owners of New
    Omaha Holdings Co-Invest L.P. owns a 10 percent or greater interest
    in New Omaha Holdings, L.P.

[^3]: 47 C.F.R. § 63.03(b)(1)(ii).

[^4]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.