Attachment DA-10-667A1.pdf

DA-10-667A1.pdf

PUBLIC NOTICE

PN

2010-04-21

This document pretains to ITC-ASG-20100416-00162 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2010041600162_812047

   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


their subsidiaries will seek authority to resell, and (3) none of the other provisions contained in

Section 63.12(c) of the Commission‘s Rules, 47 C.F.R. § 63.12, apply.

I.        DESCRIPTION OF THE TRANSACTION

          RCN Corporation, Yankee Cable, and Yankee Metro (along with Yankee Metro Merger

Sub, Inc.) entered into an Agreement and Plan of Merger ("Merger Agreement") on March 5,

2010, for Yankee Cable and Yankee Metro to acquire control of RCN and the RCN Operating

Subsidiaries. Pursuant to the Merger Agreement, the Transaction will be accomplished through

a series of steps, including the following preliminary pro forma intracorporate actions that are

being completed to allocate certain assets to appropriate RCN Corporation subsidiaries in a tax—

efficient manner.

Pro Forma Assignments

     1.   RCN Telecom Services, Inc. will assign one of its international Section 214
          authorizations for global facilities—based and resale services, along with its New York
          operating assets, to newly formed RCN Telecom Services of New York, LP. Affected
          customers will be notified of this pro forma carrier change. A sample of the form of
          notice that will be provided to applicable affected customers is provided in Exhibit A.

     2. RCN Telecom Services, Inc. will assign another one ofits international Section 214
        authorizations for global facilities—based and resale services to newly formed RCN
        Telecom Services of Philadelphia LLC.

Pro Forma Mergers

     3.   RCN Telecom Services, Inc., will be merged into RCN Telecom Services (Lehigh) LLC,
          a newly formed Delaware limited liability company.

     4. RCN—BecoCom, Inc., will be merged into RCN—BecoCom LLC, a newly formed
        Delaware limited liability company.

     5. RCN Telecom Services of Philadelphia, Inc., will be merged into RCN Telecom Services
        of Philadelphia LLC, a newly formed Delaware limited liability company.

     Affected customers will be notified of these pro forma carrier changes. A sample of the form
     of notice that will be provided to applicable affected customers is provided in Exhibit B.




A/73320559.4


Pro Forma Transfers of Control

    The following subsidiaries of RCN will be become direct subsidiaries of a newly formed
    subsidiary of RCN, RCN Telecom Services, LLC ("RCN TS")

          RCN Telecom Services (Lehigh) LLC
          RCN Telecom Services of Philadelphia LLC
          RCN—BecoCom LLC
          RCN Telecom Services of Illinois, LLC
          Starpower Communications, LLC

In addition, RCN TS will become the general partner of RCN Telecom Services of New York,
LP. The limited partner of RCN Telecom Services of New York, LLP is RCN NY LLC 1, a
Delaware limited liability company, which is in turn a direct subsidiary of RCN TS.

Discontinuances

     1.   RCN Telecom Services of Massachusetts, Inc. will be dissolved

    2.    RCN Telecom Services of Washington, D.C., Inc. will be dissolved.

    Neither of these companies has customers, therefore no customer notices will be required.

          Shortly after these pro forma changes are completed, control of all of the RCN Operating

Subsidiaries under Yankee Cable will be transferred to ABRY Partners VI, L.P., a Delaware

limited partnership, and control of all Operating Subsidiaries under Yankee Metro will be

transferred to ABRY Partners VI, LP. and ABRY Senior Equity III, L.P., a Delaware limited

partnership. Specifically, following completion of the pre—acquisition intracorporate pro forma

reorganization described above, Yankee Cable will indirectly purchase from RCN all of its

ownership interests in RCN TS, thereby gaining control of RCN Telecom Services (Lehigh) LLC,

RCN Telecom Services of Philadelphia LLC, RCN—BecoCom LLC, RCN Telecom Services of

Ilinois, LLC, RCN Telecom Services of New York, LP, and Starpower Communications, LLC.

Yankee Metro will purchase the stock of RCN Corporation through the merger of Yankee Metro

Merger Sub, Inc., a subsidiary of Yankee Metro created specifically for the purposes of this

transaction, with and into RCN Corporation, with RCN Corporation surviving.



A/FT33205594


         Accordingly, Applicants request authority, as needed, for the transactions noted above,

including (1) the intracorporate pro forma assignments, mergers, and transfers of control of the

RCN Operating Subsidiaries described above; (2) the surrender of authority and discontinuances

by RCN Telecom Services of Massachusetts, Inc. and RCN Telecom Services of Washington,

D.C. (which do not provide telecommunications services); and (3) the transfers of control of the

remaining RCN Operating Subsidiaries to either Yankee Metro or Yankee Cable as described

above.

         For the Commission‘s reference, applications for the transfer of control of the various

wireless licenses held or for which applications are pending by the RCN Operating Subsidiaries

are being filed with the Commission concurrently herewith. Further, during the pendency of

these transfer of control applications, RCN operating subsidiaries may file additional

applications for new FCC authorizations, and the Applicants therefore request that the grant of

authority for the transfer of control to Yankee Metro or Yankee Cable includes consent to the

transfer of control as appropriate of any such subsidiary as may file such application(s) for new

authorizations. For the Commission‘s convenience, illustrative pre— and post—Transaction

organization charts are provided as Exhibit C hereto.3

         Immediately following the Transaction, the surviving RCN Operating Subsidiaries will

continue to provide service to existing customers at the same rates, terms and conditions as

currently provided. In addition, the surviving RCN Operating Subsidiaries will continue to be

operated by highly experienced, well—qualified management, operational and technical personnel

as described in Section II below.




3         RCN is also filing applications and notices for such approvals as are required by state regulatory agencies
and local franchise authorities for the pro forma transactions and transfer of control transactions described herein.




A/73320559.4



Document Created: 2010-04-22 11:31:36
Document Modified: 2010-04-22 11:31:36

© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC