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Transfer of Control of IP Networks, Inc to Level 3 Communications, LLC

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Released: April 30, 2013


Federal Communications Commission

News Media Information 202 / 418-0500

445 12th St., S.W.


Washington, D.C. 20554

TTY: 1-888-835-5322

DA 13-962

Released: April 30, 2013





WC Docket No. 13-100

Comments Due: May 14, 2013
Reply Comments Due: May 21, 2013

On April 19, 2013, IP Networks, Inc. (IPN) and Level 3 Communications, LLC (Level 3)
(together, Applicants) filed an application pursuant to section 63.03 of the Commission’s rules1 to transfer
control of IPN to Level 3.
IPN, a Delaware corporation, provides facilities-based interstate, intrastate, and competitive local
exchange services in California. Applicants state that the following individuals or entities own 10 percent
or more of the various classes of stock of IPN: W. Leslie Pelio; Fiberco, General Engineering
Contractors, Inc.; Nokia Siemens Networks US LLC; Susan G. George; Robert George Family Trust
dated March 19, 1993.2
Level 3, a Delaware limited liability company, is a wholly owned subsidiary of Level 3
Financing, Inc., a Delaware corporation operating as a holding company. Level 3 Financing, Inc. is a
wholly owned subsidiary of Level 3 Communications, Inc. (Level 3 Parent), a Delaware corporation.
Applicants state that Level 3 provides interstate, intrastate, and competitive local exchange services
throughout the U.S. Applicants further state that the following entities own directly or indirectly at least
10 percent of the equity of Level 3 Parent: STT Crossing Ltd. (Mauritius citizenship, 25.6 percent of the
common equity of Level 3 Parent); STT Communications Ltd (Singapore citizenship, 100 percent owner
of STT Crossing Ltd.); Singapore Technologies Telemedia Pte Ltd (ST Telemedia) (Singapore
citizenship, 100 percent owner of STT Communications Ltd); Temasek Holdings (Private) Limited
(Temasek) (Singapore citizenship, 100 percent owner of ST Telemedia); Southeastern Asset

1 47 C.F.R § 63.03; see 47 U.S.C. § 214.
2 David Zuniga is the principal shareholder of Fiberco, General Engineering Contractors, Inc.. Nokia Siemens
Networks US LLC is a wholly owned subsidiary of Nokia Siemens Networks, a Finland-based entity. Applicants
state that all other shareholders of IPN are U.S. citizens.

Management, Inc. (SAM) (U.S. citizenship).3 Applicants state that Temasek is wholly owned by the
Government of Singapore through the Minister for Finance.
Pursuant to the terms of the proposed transaction, Level 3 will obtain control of IPN through the
merger of IPN with Level 3 IPN Acquisition, Inc., a wholly owned subsidiary of Level 3. 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.4
Domestic Section 214 Application Filed for the Transfer of Control of IP Networks, Inc.
to Level 3 Communications, LLC, WC Docket No. 13-100 (filed Apr. 19, 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 May 14, 2013, and reply comments on or
before May 21, 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.5
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) Tracey Wilson, Competition Policy Division, Wireline Competition Bureau,;
2) Jodie May, Competition Policy Division, Wireline Competition Bureau,;
3) 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.6 Persons making ex parte presentations must file a

3 SAM holds sole or shared voting rights for 21.6 percent of the outstanding shares of Level 3 Parent that are
otherwise owned by other entities for whom SAM acts as an investment advisor. None of SAM’s owners holds a 10
percent or greater direct or indirect interest in Level 3 Parent.
4 47 C.F.R. §63.03 (b)(2)(i).
5 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in
connection with the proposed transaction.
6 47 C.F.R. §§ 1.1200 et seq.

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 -

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