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Comment Sought on Domestic 214 Transfer of Certain Assets of TNCI-DIP

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Released: April 9, 2013


Federal Communications Commission
445 12th St., S.W.

News Media Information 202 / 418-0500


Washington, D.C. 20554

TTY: 1-888-835-5322

DA 13-672

Released: April 9, 2013





WC Docket No. 13-78

Comments Due: April 23, 2013
Reply Comments Due: April 30, 2013

On March 18, 2013, TNCI Operating Company LLC (TNCI-OpCo) and Trans National
Communications International, Inc. (Debtor-In-Possession) (TNCI-DIP), (collectively the Applicants)
filed an application pursuant to section 63.03 of the Commission’s rules1 to transfer certain assets of
TNCI-DIP is a corporation that offers an array of communications services including local and
long distance services, audio/web conferencing, dedicated Internet Protocol (IP)-enabled, integrated voice
and data services, private line, frame relay, and enhanced network solutions. TNCI-DIP provides services
to enterprise customers in all of the contiguous United States, Hawaii, the District of Columbia, and
Puerto Rico.
TNCI-OpCo, a Delaware limited liability corporation, does not currently provide
telecommunications services or hold any authorizations in any state but, expects to hold the same or, more
expansive, state and federal authorizations and provide the same services as currently held and provided
by TNCI-DIP. TNCI-OpCo is wholly owned by TNCI Holding LLC, which is indirectly held by
Garrison Opportunity Fund II A Holdings MM LLC (GOF-II-A-Holdings) (64.25%) and Garrison
Opportunity Fund III A Holdings MM LLC (GOF-III-A-Holdings) (35.75%) (all U.S. entities). Joseph
Tansey and Steven Stuart, both U.S. citizens, each hold 25 percent of the equity and 50 percent of the
voting rights in GOF-II-A-Holdings and GOF-III-A-Holdings.
Pursuant to the Asset Purchase Agreement (Agreement), TNCI-OpCo will acquire certain assets
of TNCI-DIP, including TNCI-DIP’s customer accounts and contracts, telecommunications equipment,
and, to the extent permitted under applicable law and regulations, authorizations to provide intrastate and
interstate telecommunications services. Applicants state that all of the affected customers will continue to

1 47 C.F.R § 63.03; see 47 U.S.C. § 214. Applicants also filed 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.

receive service from TNCI-OpCo under the same rates, terms and conditions of services as were
previously provided by TNCI-DIP and the transfer of TNCI-DIP’s assets to TNCI-OpCo will be seamless
to customers. The United States Bankruptcy Court for the District of Massachusetts approved the
Agreement and the proposed transaction on March 13, 2013. 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
Domestic Section 214 Application Filed for the Acquisition of Certain Assets of
Trans National Communications International, Inc. (Debtor-In-Possession) by
TNCI Operating Company LLC, WC Docket No. 13-78 (filed March. 18, 2013).


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 April 23, 2013, and reply comments on or
before April 30, 2013
. 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.
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

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

1) Myrva Charles, Competition Policy Division, Wireline Competition Bureau,;
2) Dennis Johnson, Competition Policy Division, Wireline Competition Bureau,;
3) David Krech, Policy Division, International Bureau,; and
4) Jim Bird, Office of General Counsel,
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 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. 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

2 47 C.F.R. § 63.03(b)(2)(i).

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
For further information, please contact Myrva Charles at (202) 418-1506 or Dennis Johnson at
(202) 418-0809.
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