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 PUBLIC  NOTICE  Federal  Communications  Commission  445  12  th  Street,  S.  W.  Washington,  D.  C.  20554  News  Media  Information  202  /  418-  0500  Fax-  On-  Demand  202  /  418-  2830  TTY  202  /  418-  2555  Internet:  http://  www.  fcc.  gov  ftp.  fcc.  gov 
 DA  06-  915  Released:  April  20,  2006 
 DOMESTIC  SECTION  214  APPLICATION  FILED  FOR  TRANSFER  OF  CONTROL  OF  EVEREST  MIDWEST,  LLC  FROM  AQUILA,  INC.  TO 
 EVEREST  CONNECTIONS  HOLDINGS,  INC. 
 STREAMLINED  PLEADING  CYCLE  ESTABLISHED 
 WC  Docket  No.  06-  75 
 Comments  Due:  May  4,  2006  Reply  Comments  Due:  May  11,  2006 


 On  March  24,  2006,  Aquila,  Inc.  (  Aquila)  and  Everest  Connections  Holdings,  Inc.  (  Everest  Connections  Holdings)  (collectively,  the  Applicants)  filed  an  application  pursuant 
 to  section  63.04  of  the  Commissions  rules  1  to  transfer  control  of  Everest  Midwest,  LLC  (  Everest  Midwest),  a  holder  of  domestic  and  international  Section  214  authorizations,  from 
 Aquila  to  Everest  Connections  Holdings.  2 
 Applicants  assert  that  this  transaction  is  entitled  to  presumptive  streamlined  treatment  under  section  63.03(  b)(  2)(  i)  of  the  Commissions  rules  because:  (1)  Everest  Connections 
 Holdings  will  have  a  market  share  in  the  interstate,  interexchange  market  of  less  than  10  percent;  (2)  Everest  Connections  Holdings  will  provide  competitive  telephone  exchange  service  or 
 exchange  access  services  exclusively  in  geographic  areas  served  by  a  dominant  local  exchange  carrier  that  is  not  a  party  to  this  application;  and  (3)  neither  of  the  applicants  is  dominant  with 
 respect  to  any  service.  3 
 Aquila,  a  Delaware  publicly  traded  corporation  whose  principal  businesses  are  natural  gas  and  electric  power  distribution  and  the  generation  of  electric  power,  indirectly  owns  and 
 controls  Everest  Midwest,  a  competitive  local  exchange  carrier  (  LEC)  providing  voice  and 
 1  See  47  C.  F.  R.    63.04. 


 2  Counsel  for  Everest  Connections  Holdings  filed  a  supplement  to  this  Application  on  April  6,  2006. 
 Applicants  have  also  filed  an  application  for  consent  to  transfer  authorization  for  international  services.  Any  action  on  this  domestic  214  application  is  without  prejudice  to  Commission  action  on  other  related  pending 


 applications. 
 3  See  47  C.  F.  R.    63.03(  b)(  2)(  i). 
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 data  communications  services  in  the  Kansas  City  metropolitan  area.  In  addition  to  local  telephone  service,  Everest  Midwest  provides  domestic  and  international  long  distance  service  to 
 its  customers  on  a  resale  basis  and  holds  both  domestic  and  international  Section  214  authorizations  from  the  Commission.  Aquila  indirectly  owns  and  controls  Everest  Global 
 Technologies  Group,  LLC,  which  owns  Everest  Holdings  I,  LLC,  which  wholly  owns  Everest  Midwest. 


 Everest  Connections  Holdings,  a  Delaware  corporation,  was  created  for  the  purpose  of  acquiring  the  membership  interests  of  Everest  Holdings  I,  LLC.  Everest  Connections  Holdings 
 is  wholly  owned  by  Everest  Broadband,  Inc.  (  Everest  Broadband).  The  following  entities  own  a  10%  or  greater  direct  or  indirect  interest  in  Everest  Broadband:  Seaport  Capital  Partners  III 
 AIV,  L.  P.,  a  Delaware  limited  partnership  (62%);  Seaport  Capital  Partners  III/  A  AIV,  L.  P.,  a  Delaware  limited  partnership  (19%  through  interest  in  Everest  Broadband,  Seaport  Splitter 
 Partnership,  L.  P.,  and  Seaport  Blocker  Corp.  Ltd.);  AIG  Global  Investment  Corp.,  a  U.  S.  corporation  (18%);  and  Seaport  Splitter  Partnership,  L.  P.,  a  Delaware  limited  partnership  (12%). 


 The  following  entities  or  individuals  own  a  10%  or  greater  indirect  interest  in  Everest  Broadband  as  limited  partners  of  Seaport  Capital  Partners  III  AIV,  L.  P.:  State  Street  Bank  and 
 Trust  Company  as  Trustee  for  the  Dupont  Pension  Trust,  a  U.  S.  investor  (24%);  and  Robert  W.  Johnson  IV,  a  U.  S.  citizen  (12%).  Seaport  Capital  Partners  III  AIV,  L.  P.  is  controlled  by  its 
 general  partner  Seaport  Investment  Partners  III,  L.  P.,  a  Delaware  limited  partnership,  which  is  in  turn  controlled  by  its  sole  general  partner  Seaport  Associates  III,  LLC,  a  Delaware  limited 
 liability  company.  4 
 Auber  Investments  Limited,  a  British  Virgin  Islands  company,  holds  a  12%  indirect  interest  in  Everest  Broadband  through  its  limited  partner  ownership  in  Seaport  Capital  Partners 
 III/  A  AIV,  LP. 
 AIG  Global  Asset  Management  Holdings,  Inc.,  a  U.  S.  holding  company,  holds  an  18%  indirect  ownership  interest  in  Everest  Broadband  through  its  ownership  of  AIG  Global 
 Investment  Corp.  AIG  Capital  Corp.,  a  U.  S.  holding  company,  holds  an  18%  indirect  ownership  interest  in  Everest  Broadband  through  its  ownership  interest  in  AIG  Global  Asset  Management 
 Holdings,  Inc.  American  International  Group,  Inc.,  a  U.  S.  corporation,  holds  an  18%  indirect  ownership  interest  in  Everest  Broadband  through  its  ownership  interest  in  AIG  Capital  Corp. 


 Seaport  Blocker  Corp.  Ltd.,  a  Cayman  Islands  limited  liability  exempted  company,  holds  a  12%  indirect  ownership  interest  in  Everest  Broadband  through  its  ownership  interest  in  Seaport 
 Splitter  Partnership,  L.  P.  The  entire  Seaport  family  of  companies  and  partnerships  are 


 4  Seaport  Associates  III,  LLC  is  owned  by  five  individual  members,  William  Luby,  James  Collis,  Kevin 
 Brandon,  Stephen  McCall,  and  Alison  Mulhern,  each  of  whom  is  a  U.  S.  citizen.  Letter  from  Michael  G.  Jones,  Counsel  for  Everest  Connections  Holdings,  Inc.,  to  Marlene  H.  Dortch,  Secretary,  FCC,  WC  Docket  No.  06-  75 


 (filed  Apr.  17,  2006). 
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 (1)  The  Commissions  duplicating  contractor,  Best  Copy  and  Printing,  Inc.,  445  12th  Street,  S.  W.,  Room  CY-  B402,  Washington,  D.  C.  20554,  www.  bcpiweb.  com;  phone:  (202)  488- 
 5300  fax:  (202)  488-  5563; 
 (2)  Tracey  Wilson-  Parker,  Competition  Policy  Division,  Wireline  Competition  Bureau,  445  12th  Street,  S.  W.,  Room  5-  C212,  Washington,  D.  C.  20554;  email:  tracey.  wilson-  parker@  fcc.  gov; 


 (3)  Kimberly  Jackson,  Competition  Policy  Division,  Wireline  Competition  Bureau,  445  12th  Street,  S.  W.,  Room  5-  C317,  Washington,  D.  C.  20554;  e-  mail:  kimberly.  jackson@  fcc.  gov; 
 (4)  Susan  OConnell,  Policy  Division,  International  Bureau,  445  12th  Street,  S.  W.,  Room  7-  B544,  Washington,  D.  C.  20554;  email:  susan.  oconnell@  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  Commissions  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. 


 For  further  information,  please  contact  Tracey  Wilson-  Parker  at  (202)  418-  1394,  or  Kimberly  Jackson  at  (202)  418-  7393. 
 -  FCC  - 
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