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Comment Sought on Domestic 214 Transfer of NTS to T3 Intermediate

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Released: December 12, 2013

PUBLIC NOTICE

Federal Communications Commission

News Media Information 202 / 418-0500

445 12th St., S.W.

Internet: http://www.fcc.gov

Washington, D.C. 20554

TTY: 1-888-835-5322

DA 13-2371

Released: December 12, 2013

DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF

NTS, INC. TO T3 NORTH INTERMEDIATE HOLDINGS, LLC

STREAMLINED PLEADING CYCLE ESTABLISHED

WC Docket No. 13-269

Comments Due: December 26, 2013
Reply Comments Due: January 2, 2014

On November 6, 2013, NTS, Inc. (NTS) and T3 North Intermediate Holdings, LLC (T3
Intermediate) (together, Applicants) filed an application pursuant to section 63.03 of the Commission’s
rules1 to transfer control of NTS to T3 Intermediate.
NTS, a Nevada corporation, is a holding company that provides fiber-based, competitive
telecommunications services through its U.S.-based subsidiary licensees in Texas, Louisiana, Mississippi,
Arizona, Colorado, Kansas, New Mexico, and Oklahoma. Its subsidiaries are NTS Communications, Inc.
(NTSC), PRIDE Network, Inc. (PRIDE) (wholly owned by NTSC), NTS Telephone Company, LLC
(wholly owned by NTSC), and Xfone USA, Inc.
T3 Intermediate, a Nevada limited liability company, is a direct wholly owned subsidiary of T3
North Holdings, LLC (T3 Holdings), a Delaware limited liability company. Both T3 Holdings and T3
Intermediate were created for the purpose of this proposed transaction. Tower Three Partners Fund II LP
(T3P II), a Delaware limited partnership, currently holds all of the direct ownership interests in, and
exercises voting control of, T3 Holdings. T3P II is directly controlled by its general partner, Tower Three
Partners Fund II GP LP (T3P II GP LP), and is ultimately controlled by Tower Three Partners Fund II GP
LLC (T3P II GP LLC), both Delaware entities. The managing member of T3P II GP LLC is William D.
Forrest, a U.S. citizen. Applicants state that, upon consummation of the transaction, T3P II will hold
greater than 90 percent of the direct ownership interests in T3 Holdings.2 Applicants state that T3
Holdings will be managed by its board of directors, which is expected to consist of William D. Forest,
Michael Nold (U.S. citizen), Daniel Bellissimo (Canadian citizen), and Guy Nissenson (British,


1 47 C.F.R § 63.03; see 47 U.S.C. § 214. Applicants also filed applications for transfer of control associated with
authorization for international services and Cable Television Relay Service. Any action on this domestic section
214 application is without prejudice to Commission action on other related, pending applications. Applicants filed
supplements to their domestic section 214 application on December 4 and 11, 2013.
2 Applicants state that, prior to closing, T3 Holdings will be converted to a Delaware corporation wholly owned by
T3P II, and T3Intermediate will be converted to a Nevada Corporation wholly owned by T3 Holdings.

Argentinian, and Israeli citizen).3 Applicants state that T3 Intermediate has no affiliates that provide
telecommunications services.
Pursuant to the terms of the proposed transaction, NTS will be a direct, wholly owned subsidiary
of T3 Intermediate, and the NTS Licensees will remain wholly owned direct or indirect subsidiaries of
NTS.4 Applicants assert that the proposed transaction is entitled to presumptive streamlined treatment
under section 63.03(b)(2)(i) of the Commission’s rules and that a grant of the application will serve the
public interest, convenience, and necessity.5
Domestic Section 214 Application Filed for the Transfer of Control of NTS, Inc. to T3
North Intermediate Holdings, LLC, WC Docket No. 13-269 (filed Nov 6, 2013).

GENERAL INFORMATION

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 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 CFR §
63.03(a), interested parties may file comments on or before December 26, 2013, and reply comments on
or before January 2, 2014.
Pursuant to section 63.52 of the Commission’s rules, 47 C.F.R. § 63.52,
commenters must serve a copy of comments on the Applicants no later than the above comment filing
date. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day
after the date of this notice.6
Pursuant to section 63.03 of the Commission’s rules, 47 CFR § 63.03, parties to this proceeding
should file any documents in this proceeding using the Commission’s Electronic Comment Filing System
(ECFS): http://fjallfoss.fcc.gov/ecfs2/.

In addition, e-mail one copy of each pleading to each of the following

:
1) Tracey Wilson, Competition Policy Division, Wireline Competition Bureau,
tracey.wilson@fcc.gov;
2) Jodie May, Competition Policy Division, Wireline Competition Bureau, jodie.may@fcc.gov;
3) David Krech, Policy Division, International Bureau, david.krech@fcc.gov;


3 Applicants state that Guy Nissenson, NTS’s Chairman, President, and Chief Executive Officer, will roll over
certain shares of NTS common stock beneficially owned by Mr. Nissenson into shares of T3 Holdings. Applicants
state that Mr. Nissenson’s interest in T3 Holdings will be well under 10 percent.
4 Upon closing, Applicants state that it is likely that there will be outstanding warrants for the purchase of 450,000
shares of NTS, Inc. common stock. These warrants may not be exercised later than May 1, 2014. In the event that
the warrants are exercised, T3 Intermediate will effect a short form merger under Nevada law whereby T3
Intermediate will merge with and into NTS, Inc., with NTS, Inc. then becoming a wholly owned direct subsidiary of
T3 North Holdings, Inc. Applicants certify that this post-closing reorganization, should it take place, will not result
in any further change in the actual controlling party of NTS, Inc.
5 47 C.F.R. § 63.03(b)(2)(i).
6 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in
connection with the proposed transaction.
2

4) Jim Bird, Office of General Counsel, jim.bird@fcc.gov.
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).
The proceeding in this Notice shall be treated as a “permit-but-disclose” proceeding in
accordance with the Commission’s ex parte rules.7 Persons making ex parte presentations must file a
copy of any written presentation or a memorandum summarizing any oral presentation within two
business days after the presentation (unless a different deadline applicable to the Sunshine period
applies). Persons making oral ex parte presentations are reminded that memoranda summarizing the
presentation must (1) list all persons attending or otherwise participating in the meeting at which the ex
parte
presentation was made, and (2) summarize all data presented and arguments made during the
presentation. If the presentation consisted in whole or in part of the presentation of data or arguments
already reflected in the presenter’s written comments, memoranda or other filings in the proceeding, the
presenter may provide citations to such data or arguments in his or her prior comments, memoranda, or
other filings (specifying the relevant page and/or paragraph numbers where such data or arguments can be
found) in lieu of summarizing them in the memorandum. Documents shown or given to Commission
staff during ex parte meetings are deemed to be written ex parte presentations and must be filed
consistent with rule 1.1206(b), 47 C.F.R. § 1.1206(b). Participants in this proceeding should familiarize
themselves with the Commission’s ex parte rules.
For further information, please contact Tracey Wilson at (202) 418-1394 or Jodie May at
(202) 418-0913.
- FCC -


7 47 C.F.R. §§ 1.1200 et seq.
3

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