Attachment Attachment

This document pretains to ITC-ASG-20080307-00135 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2008030700135_628771

    B IN G H A M

                             Troy F. Tanner
                             Scott D. Woods
                             troy.tanner@bingham.com
                             scott.woods@bingham.com

                             March 7, 2008

                             Via IBFS

                             Marlene H. Dortch, Secretary
                             Federal Communications Commission
                             Office of the Secretary
                             445 12th Street, SW
                             Washington, D.C. 20554

                             Attn: International Bureau

                             Re:       Notification of Pro Forma Assignment of License of Chorus
                                       Networks, LLC, FCC File No. ITC—214—20040324—00122

                             Dear Ms. Dortch:

                             TDS Metrocom, LLC ("TDS") by its undersigned counsel, hereby notifies the Federal
                             Communications Commission ("Commission") of the pro forma assignment of license
                             of Chorus Networks, LLC ("Chorus") as described below.‘

                                                            Description of the Parties

                             TDS Metrocom, LLC is a Delaware limited liability company and is a wholly—owned
                             subsidiary of TDS Telecommunications Corporation ("TDS Telecom"), a Delaware
                             corporation. TDS has its principal office located at 525 Junction Road, Suite 7000,
                             Madison, WI 53717.

                             Chorus Networks, LLC was a Delaware limited liability company with its principal office
               Boston        prior to the merger located at 8501 Excelsior Dr., Madison, WI. As a result of the
              Hartford       transaction, Chorus was merged into TDS and no longer exists as a separate corporate
           Hong Kong
                             entity.
               London
          Los Angeles
             New York
                             TDS belongs to the Telephone and Data Systems family of telecommunications
       Orange County
                             companies that provide competitive telecommunications services in key rural and
        San Francisco        suburban markets throughout the United States. Telephone and Data Systems, Inc., a
        Santa Monica         Fortune 500 company, is a Chicago—based telecommunications corporation founded in
        Silicon Valley       1969 with established local wireline and wireless businesses and rapidly growing
                Tokyo
         Walnut Creek
          Washington
                             ‘ Chorus Networks, LLC was merged into TDS Metrocom, LLC in a February 1, 2007
                             transaction. However, a pro forma notification of the transaction was not provided to the
                             Commission.
Bingham McCutchen LLP
      2020 K Street NW |
       Washington, DC
          20006—1806


       T 202.373.6000
       F 202.373.6001    |
         bingham.com


Marlene H. Dortch, Secretary
March 7, 2008
Page 2


competitive local phone service operations. Through its strategic business units and
business unit divisions, TDS Telecom and United States Cellular Corporation, Telephone
and Data Systems, Inc. provides telecommunications service to customers in rural and
suburban markets around the country. The company employs more than 11,000 people
and serves more than six million local telephone and wireless customers in 35 states.

                                  Designated Contacts

Questions or any correspondence, or other materials pertaining to this filing should be
directed to the following:

 For TDS:                                    With Copies to:

     Troy F. Tanner                              Peter M. Healy
     Scott D. Woods                              Regulatory and Legal Counsel
     Bingham McCutchen LLP                       TDS Metrocom, LLC
     2020 K Street, NW.                          525 Junction Road, Suite 7000
     Washington, DC 20006            j           Madison, WI 53717
     (202) 373—6000 (Tel)                        (608) 664—4117 (Tel)
     (202) 373—6001 (Fax)                        (608) 830—5582 (Fax)
     troy.tanner@bingham.com                     peter.healy@tdsmetro.com
     scott. woods@bingham.com

                 Description of the Pro Forma Assignment of License

By this filing, TDS notifies the Commission of a series of previously executed corporate
transactions which resulted in the pro forma assignment of Chorus‘ Section 214
authorization to TDS. Specifically, on February 1, 2004, HBC Telecom, Inc. ("HBC"), a
Minnesota corporation, merged into Chorus Networks, Inc., a Wisconsin corporation,
with Chorus Networks, Inc. being the surviving corporate entity." On March 1, 2004,
Chorus Networks, Inc. merged into Chorus Networks, LLC, a Delaware corporation, with
Chorus Networks, LLC being the surviving corporate entity. Finally, on February 1,
2007, Chorus Networks, LLC merged into TDS with TDS being the surviving corporate
entity. As a result of these series of mergers, TDS is the successor—in—interest of Chorus
and holds Chorus‘ Section 214 authorization.

Upon a recent internal review conducted in the context of the recent filing for the HBC
Telecom, Inc. and Hiawatha Broadband Communications, Inc. transaction, FCC File No.



*‘ The Commission recently approved the previous assignment of HBC‘s business assets
to Hiawatha Broadband Communications, Inc. in FCC File No. ITC—ASG—20071113—
00462.


Marlene H. Dortch, Secretary
March 7, 2008
Page 3


ITC—ASG—20071113—00462, it was discovered that TDS and Chorus inadvertently failed
to notify the Commission within 30 days after these series of mergers occurred, TDS is
now filing this notification pursuant to the Commission‘s staff request and in order to
update the Commission‘s records. Since these transactions were all pro forma in nature,
TDS respectfully submits that there was no harm to competition in any relevant market,
and as noted below, they yielded tangible public benefits.

                               Public Interest Statement

The pro forma assignment of license served the public interest because this transaction
enabled TDS to streamline its operations and thereby provide better services to
consumers. In addition, the series of mergers were transparent to consumers, who
continue to benefit from the continued availability of TDS‘ high quality and
competitively priced telecommunications services.

Moreover, the transaction described above also served the public interest because it
enhanced the ability of TDS to provide high quality telecommunications services in its
service areas which invigorated competition and thereby benefited consumers of
interstate and international telecommunications services. Customers of TDS have
continued to receive high quality telecommunications services and customer care.
Furthermore, the transaction was accomplished in a seamless manner.

                     Information Required by Section 63.24(f)(2)

As required by Section 63.24(f)(2), the Parties provide the following information
required by 63.18(a) to (d) and (h) with respect to the transferee:

    (a)     Name, address and telephone number of assignee:

                TDS Metrocom, LLC
                525 Junction Road, Suite 7000
                Madison, WI 53717
                Tel: (608) 664—4117

    (b)     TDS Metrocom, LLC is a Delaware corporation.

    (c)     Correspondence concerning this filing should be sent to the contacts listed
            above.

    (d)     TDS holds the following Section 214 authorizations:

                TDS Metrocom, LLC is authorized to provide interstate service by virtue
                of blanket domestic Section 214 authority. 47 C.F.R. § 64.01. TDS also
                holds international Section 214 authority to provide global or limited
                global facilities—based service and global or limited global resale service
                granted in FCC File No. ITC—214—19980210—00094, and pursuant to


Marlene H. Dortch, Secretary
March 7, 2008
Page 4


                 Chorus‘ previous Section 214 authorization, FCC File No. ITC—214—
                 19940324—00122.

    (h)      Please see Attachment A for the post—transaction ownership of TDS.

TDS certifies that the assignment of license was proforma and did not result in a change
in the actual controlling party, and respectfully requests that the Commission accept this
notification and update its records accordingly.

                                *        *         ol    ul



This notice is being filed electronically via MyIBFS. Please direct any questions to the
undersigned.

Respectfully submitted,

Aorttd Luliottt
Troy F. Tanner
Scott D. Woods

Counsel for TDS Metrocom, LLC

Attachment


                                       ATTACHMENT 1

 Answer to Question 10:        Please see response in attached cover letter.

 Answer to Question 11: The following entities hold, directly or indirectly, a 10% or greater
 interest‘ in TDS Metrocom, LLC as calculated pursuant to the Commission ownership attribution
 rules for wireline and international telecommunications carriers:

        1)     The following entity currently holds a ten percent (10%) or greater interest in
               TDS Metrocom, LLC:

               Name:       _          TDS Telecommunications Corporation
                Address:              525 Junction Road, Suite 7000
                                      Madison, WI 53717

               Citizenship:           U.S.
               Principal Business:    Telecommunications Services
               % Interest:            100% (directly each of in the Parties)

        2)     The following entity holds a ten percent (10%) or greater interest in TDS
               Telecommunications Corporation:

               Name:                  Telephone and Data Systems, Inc.
               Address:               30 N. LaSalle Street
                                      Chicago, IL 60602

               Citizenship:          U.S.
               Principal Business:   Telephone and Data Systems. Inc., is principally engaged
                                     in the business of acquiring and operating, as a holding
                                     company, telephone, wireless, and other communications
                                 —___companies in the telecommunications industry.
               % Interest:           100%

        3)     The following entity holds a ten percent (10%) or greater interest in Telephone
               and Data Systems, Inc.:

               No other person or entity, directly or indirectly, owns or control a 10% or more
               interest in Telephone and Data Systems, Inc. The complete ownership information


 1      Unless otherwise indicated, the ownership interests provided herein represent both equity
and voting interests.




                                      Attachment A — Page 2


              for TDS is contained in the FCC Form 602 Ownership Disclosure Information
              filing made with the Commission on February 22, 2007.



Answer to Question 13: Please see attached cover letter for description of merger transactions
at issue.




                                   Attachment A — Page 3


STATE OF WISCONSIN




                                                 «on uos un
COUNTY OF DANE


                                           VERIFICATION

        1, Peter M. Healy, state that I am the Regulatory and Legal Counsel of TDS Metrocom, LLC; that

I am authorized to make this Verification on behalf of TDS Metrocom, LLC; that the foregoing filing was

prepared under my direction and supervision; and that the responses are true and correct to the best of my

knowledge, information, and belief.


                                        ~ Bpl.L  Peter M. Healy      /
                                                 Regulatory and Legg! Counsel
                                                 TDS Metrocom, LLC


                                         2
Sworn and subscribed before me this 75      day of February 2008.




                                             |   Notary %&c                ~         /g: —



My commission expires > / £ I 2o |)



Document Created: 2008-03-11 10:21:12
Document Modified: 2008-03-11 10:21:12

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