Application Form [pdf]

This document pretains to ITC-T/C-20060118-00023 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2006011800023_486374

, \ 2023335274; Jan-9-06 6:lOPM; Page 415 S e n t Eby: 1 , RECEIVED J m w6,2006 b Marlene H.Dortch Secretary Federal Communications Commission 445 12'bstreet$Nw Washington, DC 20554 Re: W O EiuaTel Systems, Inc., Arlington Telephone Company, The Blair Telephone Company, Eastern N e b r u b Telephone Company, Rock County Telephone Company, HuaTel Cablevision, Inc, d/b/a Runtei Communications, and Noble 1 Holdinp, Inc.AppliePtion for Authorization Pursuant to Section 214 of the P f CommunicationsAct,as Amended, for Trannfcr of Control File No. Dcar Madam Secretary: -w On behalf of HunTel Systems, he.,Arlington Telephone Company, The Blair Telephone company, Eastern Nebraska Telephone Company,Rock County Telephone Company, HunTel Cablevision, Inc., d/b/a Huntel Communications, and Noble Holdings, he.,we attach herewith five copies of the above-referenced Application. Th original and five (5) copies ofthis Application, along with the appmpriate FCC Form 159 %k and application f of $895.00 (Eight Hundred Ninety Five Dollars),is submitted this date to the Commission's depository agent, Melloa Bank, in Pittsburgh, Pennsylvania In addition, a copy of the pleadiug has been submined for delivery to Tracey WiLwr-Pwker of the Wmline Competition Bureau. The o n p a l of the Application contains an electronically transmitted signature on one the applicant verifications. The original of that page will be forwarded to the Commission after it arrives at ow offices. I The undersigned may be contacted should you have any questions or require dditional information. I

, 2023335274 ; Jan-9-06 6:lOPM; Page S I 5 modband Acoulsltlon Corn.

WOODS LAITKEN __ LINCOLN OFFICE SUITE 500 L ' L . P 301 SOUTH 13TH STREET LINCOLN,NEBRASKA 68508-2578 SUITE 200 TELEPHONE 402-437-a500 2 154 WISCONSIN AVENUE, NW FAX 402-437-8558 WASHINGTON, D.C. 20007 TELEPHONE 202-944-9500 FAX 202-944-9501 OMAHA OFFICE Sum3s0 10250 REGENCY CInCLE www.wwdsaitken.com OMAHA, NEBRASKA 681 14-3754 JOSHUA H. SEIDEMA" TELEPHONE 402-898-7400 Direct Dial:202-944-9503 FAX 402-898-7401 E-Mailjseidemann~oodsaitkencom Admiffedlopracficeon& ia the District of Colurnbro, New Jersey, &New York January 6,2006 Marlene H. Dortch Secretary Federal Communications Commission 445 12" Street, NW Washington, DC 20554 Re: I M O HunTel Systems, Inc., Arlington Telephone Company, The Blair Telephone Company, Eastern Nebraska Telephone Company, Rock County Telephone Company, HunTel Cablevision, Inc., d/b/a Huntel Communications, and Noble Holdings, 1nc.Application for Authorization Pursuant to Section 214 of the Communications Act, as Amended, for Transfer of Control Dear Madam Secretary: On behalf of HunTel Systems, Inc., Arlington Telephone Company, The Blair Telephone Company, Eastern Nebraska Telephone Company, Rock County Telephone Company, HunTel Cablevision, Inc., d/b/a Huntel Communications, and Noble Holdings, Inc., we attach herewith five copies of the above-referenced Application. The original and five (5) copies of this Application, along with the appropriate FCC Form 159 and application fee of $895.00 (Eight Hundred Ninety Five Dollars), is submitted this date to the Commission's depository agent, Mellon Bank, in Pittsburgh, Pennsylvania. In addition, a copy of the pleading has been submitted for delivery to Tracey Wilson-Parker of the Wireline Competition Bureau. The original of the Application contains an electronically transmitted signature on one the applicant verifications. The original of that page will be forwarded to the Commission after it arrives at our offices. The undersigned may be contacted should you have any questions or require additional information.

BEFORE THE FEDERAL COMMUNICATIONSCOMMISSION WASHINGTON, DC 20554 In the Matter of HunTel Systems, Inc. Arlington Telephone Company The Blair Telephone Company Eastern Nebraska Telephone Company Rock County Telephone Company . HunTel Cablevision, Inc., d/b/a Huntel Communications and Noble Holdings, Inc Application for Authorization Pursuant to Section 214 of the Communications Act of 1934, as Amended, for Transfer of Control APPLICATION FOR TRANSFER OF CONTROL HunTel Systems, Inc. (“HunTel”), Arlington Telephone Company (“Arlington”), The Blair Telephone Company (“Blair”), Eastern Nebraska Telephone Company, (“Eastern Nebraska”), Rock County Telephone Company, (“Rock County”) and HunTel Cablevision, Inc., d/b/a Huntel Communications (“Cablevision”) (collectively “Transferors”) and Noble Holdings, Inc., (“Noble” or “Transferee”) (collectively Noble, HunTel, Arlington, Blain, Eastern Nebraska, Rock County and HunTel Communications are the “Applicants”), by their undersigned counsel, and pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. 5 214 (the “Act”), and Section 63.04 ofthe rules ofthe Federal Communications Commission (“FCC” or the “Commission”), 47 C.F.R. $63.04, hereby request

authority to transfer control of Arlington, Blair, Eastern Nebraska, Rock County and Cablevision (“transferred companies”) to Noble. As described in this Application, Applicants have entered into agreements pursuant to which Noble, together with its affiliate, American Broadband Capital, Inc. (“ABB) will acquire all of the issued and outstanding shares of each of the transferred companies from Huntel. Noble will acquire 73.8% of the stock and ABB will acquire 26.2%. Following the Transaction, the transferred companies will continue to provide service to their customers in their respective territories as subsidiaries of Noble. Pursuant to Section 63.04(a) of the Commission’s d e s , the Applicants provide the following information in support of this transaction: (1) Applicants’ Name, Address and Telephone Number Transferors: HunTel Systems, Inc. P.O. Box 400 1638 Lincoln St. Blair, NE 68008 Telephone: (402) 533-1000 Facsimile: (402) 533-1 111 Transferee: Noble Holdings, Inc. C/O American Broadband Communications, LLC Attention: Patrick L. Eudy President 756 Tyvola Road, Suite 100 Charlotte, NC 28217 Telephone: (704) 665-9036 Facsimile: (888) 698-7975 (2) State of Organization (a) HunTel, Arlington, Blair, Eastern Nebraska, Rock County, and Cablevision are Nebraska corporations. 2

(b) Noble Holdings, Inc. is a North Carolina corporation. (3) Contact Information All correspondence, notices and inquiries regarding this transaction should be addressed to: Transferors: Mike Jacobson President & CEO HunTel Systems P.O. Box 400 1638 Lincoln St. Blair, NE 68008 Telephone: (402) 533-1000 Facsimile: (402) 533-1 11 1 Transferee: Patrick L. Eudy President and CEO Noble Holdings, Inc. c/o American Broadband Communications, LLC 756 Tyvola Road, Suite 100 Charlotte, NC 28217 Telephone: (704) 665-9036 Facsimile: (888) 698-7975 Copies of all correspondence, notices, and inquiries should also be addressed to: David Cosson 2 154 Wisconsin Avenue, NW Washington, DC 20037 Telephone: (202) 333-5275 Facsimile: (202) 333-5274 Paul M. Schudel Woods & Aitken LLP 301 South 13" Street, Suite 500 Lincoln, NE 68508 Telephone: (402) 437-8500 Facsimile: (402) 437-8558

(4) Ten Percent (10%) Equity Shareholders: TRANSFERORS: Arlington, Blair, Eastern Nebraska, Rock County, and Cablevision are owned by: % Principal Ec& lJ CitizenshiD Business Huntel Svstems. Inc. 100 USA Telecom Huntel Systems, Inc. has two owners with 10% or more equity: Hugh W. Hunt 39.33 USA Telecom Richard A. Hunt 36.25 USA Telecom TRANSFEREE: Noble Holdings, Inc. is owned by:' American Broadband 100% USA Telecom Acquisition Corp. I1 American Broadband Acquisition Corp, I1 is owned by: American Broadband Communications. LLC 49% USA Telecom Simal Equity Partners 11, LP 40% USA Investments ' American Broadband Capital Inc.("ABB) will hold 26.2% of the equity of transferred companies. Signal Equity Partners I1 owns 5 1% of ABB and 49% is held by American Broadband Communications, LLC. The ownership of those two entities is detailed in the text. 4

American Broadband Communications. LLC2 is owned as follows: % Principal EcJ&y Citizenship Business William H. Tucker 48.75% USA Telecom Patrick L. Eudy3 48.75% USA Telecom Signal Equity Partners 11, LP is owned as follows; % PrinciDal &I & Citizenship Business Signal Equity Advisors 11, LLC 2.94% GP USA Investments Garden House, LLC4 58.9% LP USA Investments ~~ EWZ~O~ 23.5% LP France Investments 2 American Broadband Communications, Lnc., ("ABCI"), a sister corporation to American Broadband Communications LLC ("ABCL"), holds 40% of American Georgetown, Inc., which, in turn,owns 100% of Georgetown Telephone Company, an Incumbent Local Exchange Carrier ("ILEC") in Mississippi. Signal Equity Partners 11, LP ("Signal"), owns the remaining 60% of American Georgetown, Inc. ABCI also holds 49% of Northwest Missouri Holdings, Inc., which, in turn,holds 100% of Oregon Farmers Mutual Telephone Company, an ILEC in Missouri. Signal owns the remaining 51% of Northwest Missouri Holdings, Inc. ABCL owns 49% of Eastern Kansas Holdings, Inc., which, in turn, owns 100% of S & A Telephone Company, Inc., a Kansas ILEC. Signal owns the remaining 51% of Eastern Kansas Holdings, Inc. ABCL owns 49%, and Signal owns 51% of Pymatuning Holding Company, which owns 100% of the Pymatuning Independent Telephone Company, a Pennsylvania rural ILEC. American Broadband Acquistion Corp. has a 100%interest in Waverly Hall Holdings, Inc., which in turn owns 100% of Waverly Hall Telephone, LLC, an ILEC in Georgia. American Broadband Acquistion Corp. has a 100% interest in Mail Holdings, Inc., which in turn owns 100% of Gridley Enterprises, Inc., which in turn owns 100% of Gridley communications, Inc. and Gridley Telephone Co., an ILEC in Illinois. Mr. Eudy owns 60% of Dialog Telecommunications, a competitive local exchange carrier operating in Kentucky, Mississippi and North Carolina. Eliot Nolen, a US citizen, owns approximately 95% of Garden House, LLC and does not own or control other communications businesses. Eurazeo indirectly owns approximately 15.2% of Eutelsat, which it holds through a 66% interest in BlueBirds (which holds a 23% interest in Eutelsat). Eutelsat provides communications services in Europe and the Indian Ocean Region. Eurazeo also owns a 11% interest in Distacom, which owns companies providing mobile telephone service in Hong Kong and India. 5

Burden Direct Investment Fund 111 11.76%LP USA Investments Signal Equity Advisors 11. LLC has the following owners: YO Principal Citizenship Business Timothy P. Bradley 23.3% USA Investments Alfred J. Puchala, Jr. 22.3% USA Investments Christian Nolen 19.6% USA Investments Malcolm C. Nolen 19.6% USA Investments Charles T. Lake, I1 11.2% USA Investments The foregoing reflects all general partnership interests and all 10% or more derivative equity interests in applicants. (5) Certification Pursuant to Rules 1.2001-1.2003 Applicants hereby certify, pursuant to 47 C.F.R. $9 1.2001-1.2003,that to the best of their knowledge, information, and belief, no party to the Application is subject to denial of federal benefits pursuant to section 5301 of the Anti-Drug Abuse Act of 1988,21 U.S.C.$862. (6) Description of the Transaction Noble and ABB will purchase from HunTel all of the outstanding shares of common stock of the transferred companies. Upon successful consummation of the Transaction, the transferred companies will continue to provide local and long distance telephone service to their current subscribers, as owned subsidiaries of Noble. (7) Geographic Description Arlington, Blair, Eastern Nebraska, and Rock County are incumbent local exchange carriers providing exchange and exchange access in the Arlington, Blair, Fort Calhoun, Kennard, Belden, Carroll, Macy, Meadow Grove, Osmond, Rosalie, Walthill, Winnebago, Bassett and Newport, Nebraska exchanges. Cablevision is competitive local exchange carrier providing 6

exchange and exchange access in the Tekamah exchange, and is a toll reseller serving customers in those exchanges identified in the preceding sentence. (8) Streamlined Treatment The Applicants request streamlined treatment for this Application which qualifies for streamlining under Sections 63.03 of the Commission’s rules. The Application is entitled to a presumption of applicability of the streamlined procedures pursuant to Sections 63.03(b)(2)(ii) and (5). At the close of the Transaction Noble, together with its affiliates, will have a less than 10% share of the interstate, interexchange market6 With respect to Section 63.03(b)(2)(ii), Dialog Telecommunications, a non-dominant carrier provides services exclusively outside the geographic area where the dominant carriers, Elsie and Dalton are dominant. With respect to Section 63.03(b)(2)(ii), the applicant and Noble’s affiliates, Georgetown Telephone Company, Oregon Farmers Mutual Telephone Company, Pymatuning Telephone Company, S&A Telephone Company, Waverly Hall Telephone, LLC and Gridley Telephone Company, and its future affiliates Dalton and Elsie have fewer than two (2) percent of the nation’s subscriber lines and there are no overlapping or adjacent service areas. There are no requests for waivers associated with this Application. (9) Other Related Applications Before the Commission Applicants will apply for transfer of HunTel’s International Section 214 Authority. (10) Statement of Imminent Business Failure Not applicable. (11) Separately Filed Waiver Requests None Noble Holdings, Inc. is a holding company which does not itself provide telecommunications services at any location.

(12) Public Interest Statement Upon consummation of the Transaction, the transferred companies will continue to provide high quality, modern local exchange, exchange access and long distance service to their current subscribers in a manner that will be transparent to them. Grant of this Application will ensure that the transferred companies will become financially stronger companies as a result of their affiliation with Noble, a larger organization with greater access to financial and technical resources. Conclusion. For the foregoing reasons, Applicants respectfully request that the Commission promptly grant this Application. R e s p 3 l l y Submitted, / 7 / By: u-+-chJ4mA- David Cosson, Esq. Counsel to Noble 2154 Wisconsin Avenue, NW Washington, DC 20007 January 5,2006

DECLARATION OF PATRICK L. EUDY I, Patrick L. Eudy, President of Noble Holdings, Inc., do hereby declare under penalties of perjury that I have read the foregoing “APPLICATION FOR TRANSFER OF CONTROL” and that the infomation contained therein regarding Noble Holdings and its affiliates is true and accurate to the best of my knowledge, information, Dated: I 1% 106 c/o American Broadband Communications, LLC 756 Tyvola Road, Suite 100 Charlotte, NC 28217

DECLARATION OF MTcfIAEL JACOBSON I, Michael Jacobson, President and CEO of HunTel Systems, do hereby declare under penalties of perjury that I have read the foregoing “APPLICATION FOR TRANSFER OF CONTROL” and that the information contained therein regarding HunTel Systems and its atliliates is m e and accurate to the best of my knowledge, inform Dated: PO Box 400 1638 Lincoln Street Blair. NE 68008

READ INSTRUCTIONS CAREFULLY Approvrd by OMB BEFORE P R O C E E D N FFDERAL COMMUNlCATlONSCOMMlSSlON 30600389 REMITTANCE ADVICE PWS. 1- .;7 (3) TOTAL AMOUNT PAID N S Dollan and centl) American Broadband Acaulsitlon Corn. $895.00 (4) STREET ADDRESS UNE NO I 756 Twola Road. Suite 100 (S)SIREBTADDRESSLINTNO 2 (61 CllY (7) STATE (8) ZIP CODE Charlotte NC 28217 (9)DAYITMETELEFHONE NUMBER (includa sica d r ) (10) COUNTRY CODE (ifnofinU.S.A.) 704-665-9036 (I6lUN (I7)STATE (I8)ZIPCODE Charlotte NC ZWII (I9) DAYTIME TELEPHONE NUMBER (mcludo arm code) (~~)COUNTRYCODE(I~~~~~USAI 7046859038 ( 2 3 B ) C A U SIGNIOTHER ID (248) PAYMENT TYPE CODE (2SB)QUAlurm I - SECTION D CERTIFICATION CERTIFICATION ST TEEMEM t trlk under pen I q u r y that the loregom8and suppportmg lnfomtlon I( Irw and Dwwl lo the bd.(afmy knowlsdgi, tnfonnatim and bc SIGNATURE ” ””- - DATE -NE-CREDIT-INFORMA TlON MASTERCARD- AMEX- DISCOVER- ACCOUNTNUMBER EXPWATlON DATE I hereby sumonu the FCC 10 s b g t m y o r d t u r d for fha scw#ce(nllauthor~utmh e r w d w n b r d SIGNATURE DATE SEE PUBLIC BURDENON REVERSE PCC FORM 139 FEBRUARY 2W3WVISED)

Approved by OMB REMITTANCE ADVICE ( Arlinaton TeleDhone ComDanv (14) STREETMIDRESS LINEN0 I 1638 Lincoln Street 0 5)STREETADDRESSLINE NO 2 PO Box 400 lI6)CiTY IIIlSTAT€ (I 8)ZIP CODE miair NE 68008 (19)DAYIIMETELEPHONE NUMBER(ms1udc amacode) (2O)COUNTRY CODE (Ifnal !nU S A ) (2181 CALL SIGNIOIHER m (24Bl PAYMENT TYPE CODE (258) Q U A N m y l2lC)CALI. SlGNlOTHER ID (24C) PAYMENT TYPE CODE (25Cl QUANTITY l2lD) CALL SIGNI0l"F.R ID ( 2 0 ) PAYMENT TYPE CODE (2SD) QUANIITI l 2 l E ) C A L L S I G N I D ~D l24E) PAYMENT TYPE CODE (25E) QUANlIIY I (23F) CALL SIONIOTHER ID (24F) PAYMENT TYPE CODE I I SEE PUBLIC BURDEN ON REVERSE FCC FORM I59-C FEBRUARY 2WI(REVISED)

The Blair TeleDhone ComDanv ( I 4 1 STREET ADDRESS L N E N 0 . l (2381 CALL SlGNlOIHER ID (2481 PAYh4ENr TYPE CODE I (DCI CALL SIONIOlRER ID (24Cl PAYMENT TYPE CODE (2SCl QUAKIlTY (ZIP1 CALL SIGNIOTHER ID (24FlPAYMENTTYPE CODE (2JF)QUAWIIY I I SEE PUBLIC BURDEN ON REVERSE FCCFOFM I S - C FEBRUARY ZW3(REVISED) '

APPrwed by O m tilair NE 68008 I l21B)CALL SIONIOlHER ID (24B)PAYMENT TYPE CODE (23C)CALL SIGNI0T"ER ID (24C)PAYMENT TYPE CODE I (23D) CALL SIGNIOTHZR ID 1 (21D)PAYMENTTYPECODE (23E) CALL SIONIOTHU( D (24El PAYMENT TYPE CODE (2SE) QUANTIlY (23F) CALL SIGN/O"HERID (14P)PAYMENTTYPECODE (2JP)QUAWiTY I I SEE PUBLIC BURDEN ON REVERSE FCC FORM IS9-C FEBRUARY 2001(REVISED)

Approved by OM8 Rock Countv TeleDhone ComDanv (14)STREETADDRESSLNENO.l 1638 Lincoln Street lIS)STREETADDRESSLDNO.2 l17)STAl€ I 1 8)ZIPCODE aiair NE 68008 (I9)DAYTIMETELEPHONE NUMBER (moludcnrucodc) (20) COUNTRY CODE (~fnn ~nU S A ) 402-533-1000 (13B)CALL SIONiOTHER ID (14B)PAYMENT TWE CODE (258)QUANnTY I (23C) CALL SlGNiOTHER ID (24C) PAYMENT TYPE CODE (Z3D) CALL SlGNiOTHeR ID (24D) PAYMENTTYPE CODE (25D) QUANTITY (23E)CALL SIGNIDTHER ID (24E) PAYMENT TYPECGDE WE) Q M N N I (23F)CALL SlGNlOTHER ID (24F)PAYMENT TYPE CODE I l25F)QUANTlTY I I SEE PUBLIC BURDEN ON REVERSE FCC FORM 159X FEBRUARY 1CWREVISED)

Appmvd by OMB REMITTANCE ADVICE CONTMATION SHEET) HunTel Cablevision (14lSlRfETADDRESSLMENO I (I1 1 S T A E I1 81 ZIP CODE aiair NE 68008 402-533-1000 I I2381 CALL SIONIOTHER I D (218) PAYMENT TYPE CODE IUCI PAYMENT TYPE CODE (25Cl Q U A N m Y (2401 PAYMENT TYPE CODE (2SO)QUANmY I (23EICN.L SIONIOTHu( I D I (24E)PAYMENT TYPE CODE I I SEE PUBLIC BURDEN ON REVERSE FCCFORM 159-C FEBRUARY 2003(REYISED)

(1 7)STAlE (IS)ZIP CODE wair NE 68008 402-5334 000 (218) CALL S I O N I O m R I D l24B)PAYMENT TYPE CODE l23Dl CALL SIONIOTHU( m (24D) PAYMENTTYPE CODE (ZSD) QUANTITY (26E) FEE DUE FOR (PTC) (21E) TOTAL FEE l21F) CALL SIGNIOTHER ID l14F) PAYMENT TYPE CODE (2SF)QUAKIITY

AMERICAN BROADBAND ACQUISITION CORP. 1256 756 T ola Rd. Ste 100 alar7otte, NC 28217 68-211530 BUYCH?nl31 OAT@

Certificate of Service I, Joshua Seidemann, of Woods & Aitken, LLP, do hereby certify that on this 6th day of January 2006 I caused to be sent via First Class US Mail, postage prepaid, the foregoing “APPLICATION FOR TRANSFER OF Gov. David Heineman * Competition Policy Division State of Nebraska Wireline Competition Bureau State Captiol Building Federal Communications Comm. 1Sthand K Streets Street, sw 445 1 2 ‘ ~ Lincoln. NE 68509 Washington, DC 20554 US Department of Defense Assistant Secretary of Defense for C31 1000 Defense Pentagon, Room 3E712 Washington, DC 20301-1000 US Department of State EBICIPISCA Room 4826 2001 C Street, NW Washington, DC 20520 * via hand delively


Document Created: 2006-03-07 15:23:55
Document Modified: 2006-03-07 15:23:55
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