Skip Navigation

Federal Communications Commission

English Display Options

Commission Document

Amvensys Capital Group, LLC Unauthorized Transfer

Download Options

Released: February 7, 2013

Federal Communications Commission

DA 13-85

Before the

Federal Communications Commission

Washington, DC 20554

)
In the Matter of
)
File No.: EB-12-IH-0194
)
Amvensys Capital Group, LLC
)
NAL/ Acct. No.: 201332080012
)
)
FRN: 0020383865

ORDER

Adopted: February 6, 2013


Released: February 7, 2013

By the Chief, Enforcement Bureau:
1. In this Order, we adopt a Consent Decree entered into between the Enforcement Bureau
(Bureau) and Amvensys Capital Group, LLC (Amvensys). The Consent Decree terminates the Bureau’s
investigation into possible violations of Section 214 of the Communications Act of 1934, as amended
(Act), and Sections 63.03 and 63.04 of the Commission’s rules.1
2. A copy of the Consent Decree negotiated by the Bureau and Amvensys is attached hereto and
incorporated herein by reference.
3. After evaluating the facts before us and reviewing the terms of the Consent Decree, we find
that the public interest would be served by adopting the Consent Decree and terminating the investigation.
4. In the absence of material new evidence relating to this matter, we conclude that our
investigation raises no substantial or material questions of fact as to whether Amvensys possesses the
basic qualifications, including those related to character, to hold or obtain any Commission license or
authority.
5. Accordingly,

IT IS ORDERED

that, pursuant to Sections 4(i) of the Act2 and Sections 0.111
and 0.311 of the Commission’s rules,3 the Consent Decree attached to this Order

IS ADOPTED

.
6.

IT IS FURTHER ORDERED

that the above-captioned investigation

IS TERMINATED



1 47 U.S.C. § 214; 47 C.F.R. §§ 63.03, 63.04.
2 47 U.S.C. § 154(i).
3 47 C.F.R. §§ 0.111, 0.311.

Federal Communications Commission

DA 13-85

7.

IT IS FURTHER ORDERED

that a copy of this Order and Consent Decree shall be sent by
first class mail and certified mail, return receipt requested, to John J. Heitmann, Counsel for Amvensys
Capital Group, LLC, Kelley Drye & Warren LLP, 3050 K Street, NW, Washington, DC 20007.
FEDERAL COMMUNICATIONS COMMISSION
P. Michele Ellison
Chief
Enforcement Bureau
2

Federal Communications Commission

DA 13-85

Before the

Federal Communications Commission

Washington, DC 20554

)
In the Matter of
)
File No.: EB-12-IH-0194
)
Amvensys Capital Group, LLC
)
NAL/ Acct. No.: 201332080012
)
)
FRN: 0020383865

CONSENT DECREE

1. The Enforcement Bureau of the Federal Communications Commission and Amvensys Capital
Group, LLC by their authorized representatives hereby enter into this Consent Decree for the purposes of
terminating the Bureau’s investigation into whether Amvensys violated of Section 214 of the
Communications Act of 1934, as amended, and Sections 63.03 and 63.04 of the Commission’s rules.1

I.

DEFINITIONS

2.
For the purposes of this Consent Decree, the following definitions shall apply:
(a) “Act” means the Communications Act of 1934, as amended, 47 U.S.C. § 151 et seq.
(b) “Adopting Order” means an Order of the Bureau adopting the terms of this Consent
Decree without change, addition, deletion, or modification.
(c) “Amvensys” or “Company” means Amvensys Capital Group, LLC and its affiliates,
subsidiaries, predecessors-in-interest, and successors-in-interest.
(d) “Bureau” means the Enforcement Bureau of the Federal Communications
Commission.
(e) “Commission” and “FCC” mean the Federal Communications Commission and all
of its bureaus and offices.
(f) “Communications Laws” means collectively, the Act, the Rules, and the published
and promulgated orders and decisions of the Commission to which Amvensys is
subject by virtue of its business activities.
(g)
“Compliance Plan” means the plan described in this Consent Decree at paragraph
13.
(h) “Covered Employees” means all employees and agents of Amvensys who perform,
or supervise, oversee, or manage the performance of, duties that relate to
Amvensys’s responsibilities under the Communication Laws, including the Section
214 Rules.
(i)
“Effective Date” means the date on which the Bureau releases the Adopting Order.


1 47 U.S.C. § 214; 47 C.F.R. §§ 63.03, 63.04.

Federal Communications Commission

DA 13-85

(j) “Investigation” means the investigation initiated by the Bureau in File No.
EB-12-IH-0194 regarding possible violations of the Section 214 Rules.
(k) “Operating Procedures” means the standard, internal operating procedures and
compliance policies established by Amvensys to implement the Compliance Plan.
(l) “Parties” means Amvensys and the Bureau, each of which is a “Party.”
(m) “Rules” means the Commission’s regulations found in Title 47 of the Code of
Federal Regulations.
(n) “Section 214 Rules” means Section 214 of the Act and other Communications Laws
governing the construction, acquisition, or operation of lines of communication,
including any Rules implementing Section 214 and any related Commission orders.

II.

BACKGROUND

3.
Section 214 of the Act requires telecommunications carriers to obtain a certificate of
public convenience and necessity from the Commission before constructing, acquiring, operating, or
engaging in transmission over lines of communications, and before discontinuing, reducing, or impairing
service to a community.2 In accordance with Sections 63.03 of the Rules, any “substantial” transfer of
control of a carrier’s domestic lines or of domestic Section 214 authority requires application to and prior
approval from the Commission.3 Section 63.04 of the Rules sets forth the information that must be
included in domestic transfer of control applications.4
4.
Amvensys is a Texas limited liability company.5 Amvensys is the direct parent of Unity
Telecom, LLC f/k/a dPi Teleconnect, LLC (Unity).6 Unity holds blanket domestic Section 214 authority
by operation of the Rules;7 and provides local and long distance services on a resale basis to residential
customers in 31 states.8


2 See 47 U.S.C. § 214(a). The Commission granted all carriers blanket authority under Section 214 to provide
domestic interstate services and to construct, acquire, or operate any domestic transmission line. Implementation of
Section 402(b)(2)(A) of the Telecomm. Act of 1996
, Report and Order in CC Docket No. 97-11, Second
Memorandum Opinion and Order in AAD File No. 98-43, 14 FCC Rcd 11364, 11365–66, para. 2 (1999) (Section
402 Implementation Order
). This authority does not extend to the provision of international services. See id.
3 See 47 C.F.R. § 63.03. A transfer of control of domestic lines or of a domestic Section 214 authority is considered
“substantial” if it results in a change in ultimate ownership or control of those lines or that authority. See 47 C.F.R.
§ 63.03(d).
4 See 47 C.F.R. § 63.04.
5 See Letter from John J. Heitmann, Esq. and Joan M. Griffin, Esq., Kelley Drye & Warren LLP, Counsel for
Amvensys Capital Group, LLC, to Marlene Dortch, Secretary, Federal Communications Commission, at 2 (filed
July 13, 2012, in EB-12-IH-0194) (LOI Response).
6 Id. at 5.
7 See 47 C.F.R. § 63.01 (2004); see also Section 402 Implementation Order (granting all carriers blanket authority
under Section 214 to provide domestic interstate services and to construct, acquire, or operate any domestic
transmission line).
8 Application Filed for the Transfer of Control of dPi Teleconnect, LLC to Amvensys Capital Group, LLC, f/k/a
Amvensys Telecom Holdings, LLC
, WC Docket No. 12-32, Public Notice, DA 12-175 (rel. Feb. 9, 2012).
2

Federal Communications Commission

DA 13-85

5.
On November 17, 2009, Amvensys acquired Unity from Rent-A-Center East, Inc.
(RAC).9 Amvensys and RAC failed to obtain Commission consent to transfer its Section 214
authorization from Unity to Amvensys prior to its consummation.
6.
On February 3, 2012, Amvensys and Unity filed an application, pursuant to Section 63.03
of the Rules, requesting Commission consent to transfer its Section 214 authorization from Unity to
Amvensys.10 Amvensys and Unity also filed an application for special temporary authority (STA) to
continue providing domestic telecommunications services,11 which the Commission’s Wireline
Competition Bureau (WCB) granted on February 9, 2012.12 WCB then referred the matter to the Bureau
for investigation. On February 7, 2013, WCB approved the application to transfer control of Unity to
Amvensys.13
7.
On June 15, 2012, EB commenced an investigation by sending a letter of inquiry (LOI) to
Amvensys regarding its transaction with RAC.14 Amvensys filed its response on July 13, 2012.15 The
parties thereafter entered into settlement discussions.

III.

TERMS OF AGREEMENT

8.

Adopting Order.

The Parties agree that the provisions of this Consent Decree shall be
subject to final approval by the Bureau by incorporation of such provisions by reference in the Adopting
Order.
9.

Jurisdiction.

Amvensys agrees that the Bureau has jurisdiction over it and the matters
contained in this Consent Decree and that the Bureau has the authority to enter into and adopt this
Consent Decree.
10.

Effective Date; Violations.

The Parties agree that this Consent Decree shall become
effective on the Effective Date. Upon release, the Adopting Order and this Consent Decree shall have the
same force and effect as any other Order of the Commission. Any violation of the Adopting Order or of
the terms of this Consent Decree shall constitute a separate violation of a Commission Order, entitling the
Bureau to exercise any rights and remedies attendant to the enforcement of a Commission Order.


9 Id. at 4.
10 dPi Teleconnect, LLC, Application for Consent Nunc Pro Tunc to Transfer Control of a Company Holding
Blanket Domestic Section 214 Authority Pursuant to Section 214 of the Communications Act of 1934, as Amended,
WC Docket No. 12-32 (filed Feb. 3, 2012) (Transfer of Control Application).
11 See Domestic 214 Application Filed for the Transfer of Control of dPi Teleconnect, LLC to Amvensys Capital
Group, LLC, f/k/a Amvensys Telecom Holdings, LLC
, WC Docket No. 12-32, Request for Special Temporary
Authority at 2-3 (filed Feb. 8, 2012).
12 See Domestic Section 214 Authorization Granted, WC Docket No. 12-32, Public Notice, DA 13-133 at n.1 (rel.
Feb. 7, 2013).
13 Id.
14 See Letter from Theresa Z. Cavanaugh, Chief, Investigations & Hearings Division, Enforcement Bureau, FCC, to
Mr. John Heitmann, Esq. and Ms. Joan M. Griffin, Esq., Kelley Drye & Warren LLP, Counsel for Amvensys Capital
Group, LLC, dated June 15, 2012 (LOI).
15 See Letter from Mr. John Heitmann, Esq. and Ms. Joan M. Griffin, Esq., Counsel for Amvensys Capital Group,
LLC, Kelley Drye & Warren LLP, to Marlene Dortch, Secretary, Federal Communications Commission, dated July
13, 2012 (LOI Response).
3

Federal Communications Commission

DA 13-85

11.

Termination of Investigation.

In express reliance on the covenants and representations
in this Consent Decree and to avoid further expenditure of public resources, the Bureau agrees to
terminate its Investigation. In consideration for the termination of said Investigation, Amvensys agrees to
the terms, conditions, and procedures contained herein. The Bureau further agrees that, in the absence of
new material evidence, the Bureau will not use the facts developed in this Investigation through the
Effective Date, or the existence of this Consent Decree, to institute, on its own motion, any new
proceeding, formal or informal, or take any action on its own motion against Amvensys concerning the
matter that was the subject of the Investigation. The Bureau also agrees that in the absence of new
material evidence it will not use the facts developed in the Investigation through the Effective Date, or the
existence of this Consent Decree, to institute on its own motion any proceeding, formal or informal, or
take any action on its own motion against Amvensys with respect to Amvensys’s basic qualifications,
including its character qualifications, to be a Commission licensee or hold Commission authority.
12.

Compliance Officer.

Within thirty (30) calendar days after the Effective Date,
Amvensys shall designate a senior corporate manager with the requisite corporate and organizational
authority to serve as a Compliance Officer and to discharge the duties set forth below. The person
designated as the Compliance Officer shall be responsible for developing, implementing, and
administering the Compliance Plan and ensuring that Amvensys complies with the terms and conditions
of the Compliance Plan and this Consent Decree. In addition to the general knowledge of the
Communications Laws necessary to discharge his/her duties under this Consent Decree, the Compliance
Officer shall have specific knowledge of the Section 214 Rules prior to assuming his/her duties.
13.

Compliance Plan.

For purposes of settling the matters set forth herein, Amvensys
agrees that it shall, within sixty (60) calendar days after the Effective Date, develop and implement a
Compliance Plan designed to ensure future compliance with the Communications Laws, including the
Section 214 Rules, and with the terms and conditions of this Consent Decree. The Compliance Plan shall
include, without limitation, the following components:
(a)

Operating Procedures.

Within sixty (60) calendar days after the Effective Date,
Amvensys shall establish Operating Procedures that all Covered Employees shall
follow to help ensure Amvensys’s compliance with the Section 214 Rules.
Amvensys’s Operating Procedures shall include internal procedures and policies
specifically designed to ensure that Amvensys complies with the Section 214
Rules. Amvensys shall also develop a Compliance Checklist that describes the
steps that a Covered Employee must follow to ensure compliance with those
Rules.
(b)

Compliance Manual.

Within sixty (60) calendar days after the Effective Date,
the Compliance Officer shall develop and distribute a Compliance Manual to all
Covered Employees. The Compliance Manual shall explain the Section 214 Rules
and set forth the Operating Procedures that Covered Employees shall follow to
help ensure Amvensys’s compliance with those Rules. Amvensys shall
periodically review and revise the Compliance Manual as necessary to ensure that
the information set forth therein remains current and accurate. Amvensys shall
distribute any revisions to the Compliance Manual promptly to Covered
Employees. The Compliance Manual will require personnel, including Covered
Employees, to contact Amvensys’s Compliance Officer and, if appropriate,
regulatory legal counsel, with any questions or concerns that arise with respect to
Amvensys’s obligations under the Section 214 Rules.
4

Federal Communications Commission

DA 13-85

(c)

Compliance Training Program.

Amvensys shall establish and implement a
Compliance Training Program on compliance with the Section 214 Rules and the
Operating Procedures. As part of the Compliance Training Program, Covered
Employees shall be advised of Amvensys’s obligation to report any
noncompliance with the Section 214 Rules under paragraph 14 of this Consent
Decree and shall be instructed on how to disclose noncompliance to the
Compliance Officer. All Covered Employees shall be trained pursuant to the
Compliance Training Program within sixty (60) calendar days after the Effective
Date, except that any person who becomes a Covered Employee at any time after
the Effective Date shall be trained within thirty (30) calendar days after the date
such person becomes a Covered Employee. Amvensys shall repeat the
compliance training on an annual basis, and shall periodically review and revise
the Compliance Training Program as necessary to ensure that it remains current
and complete and to enhance its effectiveness.
(d)

Termination Date.

The requirements of this Compliance Plan shall expire
twenty-four (24) months after the Effective Date.
14.

Reporting Noncompliance

. Amvensys shall report any noncompliance with the Section
214 Rules and with the terms and conditions of this Consent Decree within fifteen (15) calendar days
after discovery of such noncompliance. Such reports shall include a detailed explanation of (i) each
instance of noncompliance; (ii) the steps that Amvensys has taken or will take to remedy such
noncompliance; (iii) the schedule on which such remedial actions will be taken; and (iv) the steps that
Amvensys has taken or will take to prevent the recurrence of any such noncompliance. All reports of
noncompliance shall be submitted to the Chief, Investigations and Hearings Division, Enforcement
Bureau, Federal Communications Commission, Room 3-C330, 445 12th Street, SW, Washington, DC
20554, with a copy submitted electronically to Theresa Z. Cavanaugh at Terry.Cavanaugh@fcc.gov,
Pamela S. Kane at Pamela.Kane@fcc.gov, William Kehoe at William.Kehoe@fcc.gov, and Pam
Slipakoff at Pam.Slipakoff@fcc.gov. The reporting obligations set forth in this paragraph shall expire
twenty-four (24) months after the Effective Date.
15.

Compliance Reports.

Amvensys shall file Compliance Reports with the Commission
ninety (90) calendar days after the Effective Date, twelve (12) months after the Effective Date, and
twenty-four (24) months after the Effective Date.
(a) Each Compliance Report shall include a detailed description of Amvensys’s efforts
during the relevant period to comply with the terms and conditions of this Consent
Decree and the Section 214 Rules. In addition, each Compliance Report shall
include a certification by the Compliance Officer, as an agent of and on behalf of
Amvensys, stating that the Compliance Officer has personal knowledge that
Amvensys (i) has established and implemented the Compliance Plan; (ii) has utilized
the Operating Procedures since the implementation of the Compliance Plan; and (iii)
is not aware of any instances of noncompliance with the terms and conditions of this
Consent Decree, including the reporting obligations set forth in paragraph 14 of this
Consent Decree.
(b) The Compliance Officer’s certification shall be accompanied by a statement
explaining the basis for such certification and shall comply with Section 1.16 of the
5

Federal Communications Commission

DA 13-85

Rules16 and be subscribed to as true under penalty of perjury in substantially the
form set forth in Section 1.16.
(c) If the Compliance Officer cannot provide the requisite certification, the Compliance
Officer, as an agent of and on behalf of Amvensys, shall provide the Commission
with a detailed explanation of the reason(s) why and describe fully (i) each instance
of noncompliance; (ii) the steps that Amvensys has taken or will take to remedy
such noncompliance, including the schedule on which proposed remedial actions
will be taken; and (iii) the steps that Amvensys has taken or will take to prevent the
recurrence of any such noncompliance, including the schedule on which such
preventive action will be taken.
(d) All Compliance Reports shall be submitted to the Chief, Investigations and Hearings
Division, Enforcement Bureau, Federal Communications Commission, Room
4-C330, 445 12th Street, SW, Washington, DC 20554, with a copy submitted
electronically to Theresa Z. Cavanaugh at Terry.Cavanaugh@fcc.gov, Pamela S.
Kane at Pamela.Kane@fcc.gov, William Kehoe at William.Kehoe@fcc.gov, and
Pam Slipakoff at Pam.Slipakoff@fcc.gov.
16.

Section 208 Complaints; Subsequent Investigations.

Nothing in this Consent Decree
shall prevent the Commission or its delegated authority from adjudicating complaints filed pursuant to
Section 208 of the Act17 against Amvensys or its affiliates for alleged violations of the Act, or for any
other type of alleged misconduct, regardless of when such misconduct took place. The Commission’s
adjudication of any such complaint will be based solely on the record developed in that proceeding.
Except as expressly provided in this Consent Decree, this Consent Decree shall not prevent the
Commission from investigating new evidence of noncompliance by Amvensys with the Communications
Laws.
17.

Voluntary Contribution.

Amvensys agrees that it will make a voluntary contribution to
the United States Treasury in the amount of seven thousand dollars ($7,000) within thirty (30) calendar
days after the Effective Date. Amvensys shall also send electronic notification of payment to Theresa Z.
Cavanaugh at Terry.Cavanaugh@fcc.gov, Pamela S. Kane at Pamela.Kane@fcc.gov, William Kehoe at
William.Kehoe@fcc.gov, and Pam Slipakoff at Pam.Slipakoff@fcc.gov on the date said payment is
made. The payment must be made by check or similar instrument, wire transfer, or credit card, and must
include the NAL/Account number and FRN referenced above. Regardless of the form of payment, a
completed FCC Form 159 (Remittance Advice) must be submitted.18 When completing the FCC Form
159, enter the Account Number in block number 23A (call sign/other ID) and enter the letters “FORF” in
block number 24A (payment type code). Below are additional instructions regarding the form of
payment:
Ÿ
Payment by check or money order must be made payable to the order of the Federal
Communications Commission. Such payments (along with the completed Form 159) must be
mailed to Federal Communications Commission, P.O. Box 979088, St. Louis, MO 63197-


16 47 C.F.R. § 1.16.
17 47 U.S.C. § 208.
18 An FCC Form 159 and detailed instructions for completing the form may be obtained at
http://www.fcc.gov/Forms/Form159/159.pdf.
6

Federal Communications Commission

DA 13-85

9000, or sent via overnight mail to U.S. Bank – Government Lockbox #979088,
SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO 63101.
Ÿ
Payment by wire transfer must be made to ABA Number 021030004, receiving bank
TREAS/NYC, and Account Number 27000001. To complete the wire transfer and ensure
appropriate crediting of the wired funds, a completed Form 159 must be faxed to U.S. Bank
at (314) 418-4232 on the same business day the wire transfer is initiated.
Ÿ
Payment by credit card must be made by providing the required credit card information on
FCC Form 159 and signing and dating the Form 159 to authorize the credit card payment.
The completed Form 159 must then be mailed to Federal Communications Commission, P.O.
Box 979088, St. Louis, MO 63197-9000, or sent via overnight mail to U.S. Bank –
Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO
63101.
Questions regarding payment procedures should be addressed to the Financial Operations Group Help
Desk by phone, 1-877-480-3201, or by e-mail, ARINQUIRIES@fcc.gov.
18.

Waivers.

Amvensys waives any and all rights it may have to seek administrative or
judicial reconsideration, review, appeal, or stay, or to otherwise challenge or contest the validity of this
Consent Decree and the Adopting Order, provided the Bureau issues the Adopting Order as defined in
this Consent Decree. Amvensys shall retain the right to challenge Commission interpretation of the
Consent Decree or any terms contained herein. If either Party (or the United States on behalf of the
Commission) brings a judicial action to enforce the terms of the Adopting Order, neither Amvensys nor
the Commission shall contest the validity of the Consent Decree or the Adopting Order, and Amvensys
shall waive any statutory right to a trial de novo. Amvensys hereby agrees to waive any claims it may
otherwise have under the Equal Access to Justice Act,19 relating to the matters addressed in this Consent
Decree.
19.

Invalidity.

In the event that this Consent Decree in its entirety is rendered invalid by any
court of competent jurisdiction, it shall become null and void and may not be used in any manner in any
legal proceeding.
20.

Subsequent Rule or Order.

The Parties agree that if any provision of the Consent
Decree conflicts with any subsequent rule or order adopted by the Commission (except an order
specifically intended to revise the terms of this Consent Decree to which Amvensys does not expressly
consent) that provision will be superseded by such Commission rule or order.
21.

Successors and Assigns.

Amvensys agrees that the provisions of this Consent Decree
shall be binding on its successors, assigns, and transferees.
22.

Final Settlement.

The Parties agree and acknowledge that this Consent Decree shall
constitute a final settlement between the Parties. The Parties further agree that this Consent Decree does
not constitute either an adjudication on the merits or a factual or legal finding or determination regarding
any compliance or noncompliance with the requirements of the Communications Laws.
23.

Modifications.

This Consent Decree cannot be modified without the advance written
consent of both Parties.


19 See 5 U.S.C. § 504; 47 C.F.R. Part 1, Subpart K.
7

Federal Communications Commission

DA 13-85

24.

Paragraph Headings.

The headings of the paragraphs in this Consent Decree are
inserted for convenience only and are not intended to affect the meaning or interpretation of this Consent
Decree.
25.

Authorized Representative

. The individual signing this Consent Decree on behalf of
Amvensys represents and warrants that he is authorized by Amvensys to execute this Consent Decree and
to bind Amvensys to the obligations set forth herein. The FCC signatory represents that she is signing
this Consent Decree in her official capacity and that she is authorized to execute this Consent Decree.
26.

Counterparts.

This Consent Decree may be signed in counterpart (including by
facsimile). Each counterpart, when executed and delivered, shall be an original, and all of the
counterparts together shall constitute one and the same fully executed instrument.
________________________________
P. Michele Ellison
Chief
Enforcement Bureau
________________________________
Date
________________________________
Greg S. Blair
SVP, General Counsel
Amvensys Capital Group, LLC
________________________________
Date
8

Note: We are currently transitioning our documents into web compatible formats for easier reading. We have done our best to supply this content to you in a presentable form, but there may be some formatting issues while we improve the technology. The original version of the document is available as a PDF, Word Document, or as plain text.

close
FCC

You are leaving the FCC website

You are about to leave the FCC website and visit a third-party, non-governmental website that the FCC does not maintain or control. The FCC does not endorse any product or service, and is not responsible for, nor can it guarantee the validity or timeliness of the content on the page you are about to visit. Additionally, the privacy policies of this third-party page may differ from those of the FCC.