**DA 06-1928**

**Released: September 26, 2006**

**DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF
OPERATOR SERVICE COMPANY, LLC FROM BC HOLDING III CORPORATION AND ONSLOW
HOLDINGS, LLC TO INFONXX, INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 06-175**

**Comments Due: October 10, 2006**

**Reply Comments Due: October 17, 2006**

On September 12, 2006, BC Holding III Corporation ("BC Holding") and
Onslow Holdings, LLC ("Onslow") (collectively "Transferors"), along with
InfoNXX, Inc. ("InfoNXX" or "Transferee"), filed an application,
pursuant to section 63.04 of the Commission's rules,[^1] requesting
authority to transfer control of Operator Service Company, LLC ("OSC,"
collectively, "Applicants") to InfoNXX.[^2] OSC holds Section 214
authorizations to provide domestic and international telecommunications
services.

Applicants assert that this transaction is entitled to presumptive
streamlined treatment under 63.03(b)(2)(i) of the Commission's rules
because the proposed transaction will result in (i) Transferee having a
market share in the interstate, interexchange market of less than 10
percent; (ii) Transferee providing 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 (iii) none of the Applicants being
dominant with respect to any service.[^3]

BC Holding, a Delaware corporation, and Onslow, a California limited
liability company, own OSC, a Delaware limited liability company. BC
holds a 51% ownership interest in OSC, and Onslow holds a 49% ownership
interest. OSC provides operator services, directory assistance, and
inbound customer care to the telecommunications industry. It is
certified nationwide (except in North Carolina) to offer resale
interexchange telecommunications services, but primarily provides
operator-assisted services.

InfoNXX, a privately-held Delaware corporation, provides directory
assistance services nationwide. The following entities own at least 10
percent of the equity of InfoNXX: Pines InfoNXX, Inc., a Delaware
corporation (16%); Thomas Tisch Trusts, a New York trust (13%); TCV,
L.P., a Delaware limited partnership (14%); and Marwell InfoNXX, Inc., a
Delaware corporation (10%). Applicants state that no entities own a 10
percent or greater equity interest in Pines InfoNXX, Inc., Thomas Tisch
Trusts, and Marwell InfoNXX, Inc., and that none of these entities
provide telecommunications service. TCV, L.P. is ultimately controlled
by Technology Crossover Member V, L.L.C., a Delaware limited liability
company. Applicants assert that no other entity owns a 10 percent or
greater direct or indirect equity interest in InfoNXX.

Applicants state that they will enter into a purchase agreement
("Agreement") by which InfoNXX will purchase all ownership interests in
OSC in return for a cash payment to BC Holding and Onslow and a full
repayment of OSC's debt. As a result of the Agreement, InfoNXX will own
100% of OSC's equity. Following the Agreement, InfoNXX intends to assign
OSC to its wholly-owned subsidiary, InfoNXX Operating Company.

Applicants state that the proposed transaction serves the public
interest because it will increase competitive choice for consumers, who
will be able to take advantage of InfoNXX's operating experience, and
because the transaction will be transparent to OSC's customers, who will
continue to receive service at the same rates, terms, and conditions.

**[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 October 10, 2006** and **reply comments on or before October
17, 2006**.[^4] 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.[^5] 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-A103, Washington, D.C. 20554;
    email: <cecilia.seppings@fcc.gov>;

(3) Jodie May, Competition Policy Division, Wireline Competition Bureau,
    445 12th Street, S.W., Room 5-C234, Washington, D.C. 20554; e-mail:
    jodie.may@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:susan.o'connell@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 Cecilia Seppings at (202)
418-1588, or Jodie May at (202) 418-0913.

\- **FCC** -

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

[^2]: Applicants filed a supplement to their domestic application on
    Sept. 22, 2006. Applicants are also filing applications 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.

[^3]: 47 C.F.R. § 63.03(b)(2)(i).

[^4]: *See* 47 C.F.R. § 63.03(a).

[^5]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.