Attachment WC Docket No 10-79

WC Docket No 10-79

SUPPLEMENT

Supplement

2010-04-07

This document pretains to ITC-ASG-20100319-00113 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2010031900113_809937

   B I N G HAM


                          March 18, 2010




                          Via Electronic Filing

                          Marlene H. Dortch, Secretary
                          Federal Communications Commission
                          International Bureau Applications
                          P.O. Box 979093
                          St. Louis, MO 63197—9700


                          Re:        Consolidated Application of RCN Corporation ("RCN"), Yankee Cable
                                     Acquisition, LLC ("Yankee Cable") and Yankee Metro Parent, Inc.
                                     ("Yankee   Metro")   For Authority Pursuant to            Section   214    of the
                                     Communications Act of 1934, as amended, for a Transfer of Control

                          Dear Ms. Dortch:

                          Enclosed please find an application for approval to complete a transaction whereby
                          Yankee Cable and Yankee Metro will acquire control of RCN and its subsidiaries.
                          Pursuant to Section 63.04(b) of the Commission‘s rules, Applicants submit this filing as a
                          combined domestic section 214 assignment application and international section 214
                          assignment application ("Combined Application").

                          This filing and the applicable credit card payment in the amount of $5,075.00, which
                          satisfies the filing fee required for this application under line 2.b of Section 1.1105 of the
                          Commission‘s rules, are being submitted electronically through the MyIBFS. Applicants
                          are simultaneously filing the Application with the Wireline Competition Bureau, in
                          accordance with the Commission‘s rules.

                          Please direct any questions regarding this filing to the undersigned.
               Boston
             Hartford
                          Respectfully submitted,
           Hong Kong



                          LOauitte Cfi«fi‘(mw
               London
          Los Angeles
             New York
       Orange County      Jean L. Kiddoo
        San Francisco     Danielle C. Burt
        Santa Monica
        Silticon Valley
                Tokyo
          Washington




Bingham McCutchen LLP
      2020 K Street NW
       Washington, DC
          20006—1806


    T +1.202.373.6000
    F +1.202.373.6001
         bingham.com      A/73326645.1


                                      Before the
                       FEDERAL COMMUNICATIONS COMMISSION
                             Washington, D.C. 20554




                                                   No/ Ne ht Nt Nt Nt Nes Nes Nene! Nene! Neue! Nes Neue! Nn Ned Nes Nes Nut! Nes N
In the Matter of

RCN Corporation
            Transferor
                                                                                                                                      WC Docket No. 10—
and
                                                                                                                                      ITC—T/C—2010—
Yankee Cable Acquisition, LLC
Yankee Metro Parent, Inc.
                 Transferees


Notice of Pro Forma Transactions and
Application for Consent to Transfer
Control of Entities Holding International
Authorizations and Blanket Domestic
Authorizations Pursuant to Section 214 of
the Communications Act of 1934, as Amended



               CONSOLIDATED APPLICATION FOR TRANSFER OF CONTROL

         RCN Corporation ("RCN"), Yankee Cable Acquisition, LLC ("Yankee Cable") and

Yankee Metro Parent, Inc. ("Yankee Metro") {collectively, "Applicants"), through their

undersigned counsel and pursuant to Section 214 of the Communications Act of 1934, as

amended, 47 U.S.C. §214 (the "Act‘), and Sections 63.03, 63.04 and 63.24(e) of the

Commission‘s Rules, 47 CFR §§ 63.03, 63.04, 63.24(e), hereby respectfully request the authority




A/73320559.4


necessary to consummate a transaction whereby Yankee Cable and Yankee Metro! will acquire

control of RCN and its subsidiaries ("Transaction").2

         The Applicants respectfully request streamlined treatment of this Application pursuant to

Sections 63.03 and 63.12 of the Commission‘s Rules, 47 C.F.R. §§ 63.03 and 63.12. This

Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) of the

Commission‘s Rules, 47 C.F.R. § 63.03(b)(2)(i), because: (1) after the proposed transaction is

consummated, Yankee Cable and Yankee Metro (including any affiliates, as that term is defined

in Section 3(1) of the Act) will have a market share of less than 10 percent of the interstate,

interexchange market, and will provide competitive services exclusively in areas served by a

dominant local carrier not a party to the transaction, and (2) neither the Applicants nor any of

their affiliates are regulated as dominant with respect to any service.

         This Application is also eligible for streamlined processing with respect to the

international section 214 authorizations pursuant to Section 63.12(c) of the Commission‘s Rules

because: (1) after consummation of the proposed transaction, Yankee Metro and Yankee Cable

will not be affiliated with any foreign carriers, (2) Yankee Metro and Yankee Cable are not

affiliated with any dominant U.S. carrier whose international switched or private line services


1        As described in more detail in this Application, Yankee Cable is majority—owned by ABRY Partners VI,
L.P. Yankee Metro is majority—owned by ABRY Partners VI, L.P. and ABRY Senior Equity III, L.P.

2        The RCN subsidiaries who hold Section 214 authorizations that will be included in this transaction are:
RCN Telecom Services, Inc., RCN Telecom Services of Philadelphia, Inc., RCN—BecoCom, Inc., RCN Telecom
Services of Illinois, LLC, RCN New York Communications, LLC, RCN Telecom Services of Massachusetts, Inc.,
RCN Telecom Services of Washington, D.C., Inc., NEON Optica, Inc., and Starpower Communications LLC
(collectively, the "RCN Operating Subsidiaries"). As described in more detail in this Application, prior to the close
of the Transaction the following subsidiaries, which are not currently providing any telecommunications services,
will be liquidated and their authorizations cancelled: RCN Telecom Services of Massachusetts, Inc., and RCN
Telecom Services of Washington, D.C., Inc. In addition, RCN Telecom Services, Inc. will be merged into newly
formed RCN Telecom Services (Lehigh) LLC, RCN—BecoCom, Inc., will be merged into newly formed RCN—
BecoCom LLC, and RCN Telecom Services of Philadelphia, Inc., will be merged into newly formed RCN Telecom
Services of Philadelphia LLC. Also, RCN Telecom Services, Inc. will assign one of its redundant international
Section 214 authorizations to RCN Telecom Services of Philadelphia LLC, and another one to newly formed RCN
Telecom Services of New York, LP along with its New York operating assets.




A/73320559.4



Document Created: 2010-04-09 10:43:37
Document Modified: 2010-04-09 10:43:37

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