Parties to the Transaction
Comtel is a newly formed Texas limited partnership whose principal business will be telecommunications. Its general partner Comtel Assets Inc., a Texas corporation, owns 1% of its equity, and its limited partner Comtel Assets Corp., a Delaware corporation, owns 99% of its equity. Sowood Commodity Partners Fund III LP, an investment company organized in Delaware, owns Comtel Assets Inc. and Comtel Assets Corp. The equity of Sowood Commodity Partners Fund III LP is owned by its general partner Sowood Commodity Partners GP III LP (.2%), a Delaware limited partnership, and Harvard Private Capital Holdings, a passive institutional investor owned and controlled by the President and Fellows of Harvard University, a tax-exempt educational and research institution based in Cambridge, Massachusetts. The general partner of Sowood Commodity Partners GP III LP, with a 1% interest and operating control, is Sowood GP III LLC, a Delaware limited liability company. The sole managing member of Sowood GP III LLC is Jeff Larson. Sowood GP III LLC's three non-managing members are Stu Porter, Rick Dowd and Megan Kelleher.
VarTec and Excel are Texas corporations. VarTec Solutions is a Delaware corporation. They are privately-held corporations. VarTec Telecom Holding Company, a Delaware corporation and wholly-owned subsidiary of VarTec, holds 100% of the stock of Excelcom, Inc., a Delaware corporation, and Telco Communications Group, Inc., organized in Virginia. Excelcom, Inc. is the direct and sole shareholder of Excel, and Telco Communications Group, Inc. is the direct and sole shareholder of VarTec Solutions.
We authorized the VarTec Companies to provide competitive local exchange and interexchange services in California. We granted VarTec (U-5384-C) and Excel (U-5196-C) the authority to provide limited facilities-based and resold local exchange services in Decision (D.) 02-04-020 and D.02-09-013, respectively. We granted VarTec and Excel the authority to provide resold interLATA services in D.94-05-053 and D.90-02-028, respectively, and to provide resold intraLATA services in D.95-01-011 and D.97-05-023, respectively.2 We granted VarTec Solutions (U-5526-C) the authority to provide resold local exchange services and resold interLATA and intraLATA services under its former name, Dial & Save, in D.96-02-072 and D.95-10-009, respectively.
VarTec and Excel primarily provide telecommunications services to residential customers, and VarTec Solutions services commercial customers. We have authorized VarTec to provide interexchange services under the name Clear Choice Communications.
The VarTec Companies voluntarily filed for Chapter 11 bankruptcy on November 1, 2004 in the Dallas Division of the United States Bankruptcy Court for the Northern District of Texas, consolidated under Case No. 04-81694-
HDH-11. As part of the bankruptcy process, the VarTec Companies have entered into a July 25, 2005 asset purchase agreement with Comtel Investments LLC. Comtel Investments, which is wholly owned by the same parties who own and control Comtel, has assigned its rights and obligations under the asset purchase agreement to Comtel as of August 1, 2005. The Court approved the asset purchase agreement on July 27, 2005.
2 Under our registration process, we authorized VarTec and Excel to provide wireless services. In Ordering Paragraph 3 of D.95-10-032, we exempted wireless carriers from §§ 851 and 854. If appropriate, Comtel and the VarTec Companies should update VarTec's and Excel's wireless registration information currently on file at the Commission.
