Attachment 20170905112017-727.p

20170905112017-727.p

SUPPLEMENT

Supplement

2006-08-22

This document pretains to ITC-T/C-20060810-00386 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2006081000386_1626739

                                           RECENED & INSFECTED
August 18, 2006                                                                            < h 1     gs
                                               AUG 2 2 2006             | _—_CSCDNCLIONM
Via Overnight Delivery                                                  |_|__|__._.........__felecom,
Marlene H. Dortch, Secretary               FCC — MAILMPIONM
Federal Communications Commisston
International Bureau
445 —12t" Street S.W.
Washington, D.C. 20554                                                                             R ECE'VED

Re:     In the Matter of OneEightyCommunications, Inc., Transferor, and Eschelon AUG 2 3 2006
        Telecom, Inc., Transferee, Joint Application for Consent to a Transfer Pursuant
        to Section 214 of the Communications Act of 1934, as Amended                                  Policy Division
        International Docket No. ITC—T/C—20060810—00386                                            International Bureau
Dear Ms. Dortch:


       Per Staff request, Eschelon Telecom, Inc. (ETT) and OneEighty Communications, Inc.
(OCI) (together, Applicants) hereby supplement and clarify the above—referenced Application
with the following requested information.

        In the Applicants‘ response to Question 10(d), contained in Attachment 1, Applicants
stated that "OCI received its international authorization to provide resale services on June 30,
2004, in File No. ITC—214—20040426—00243." That statement should read "OCI received its
Section 214 international authorization from the Commission in File No. ITC—214—20011210—
00626, as assigned in File No. ITC—ASG—20040426—00243."


        In all other respects the Application remains as filed.


      Please do not hesitate to contact me should there be anyquestions about the information
provided in the Application or this Supplement.

                                             espectfully submitted,




                                                 f—s {. fik——
                                           Dennis D. Ahlers
                                           Assistant Secretary, Associate General Counsel
                                           Eschelon Telecom, Inc.
                                           612.436.6249 (direct)
                                           612.436.6349 (fax)
                                           ddahlers@eschelon.com


t¢:     Sumita Mukhoty, FCC International Bureau (email and U.S. Mail)
        Christopher Dimock, OneEighty (U.S. Mail)


  730 Second Avenue South * Suite 900 +« Minneapolis, MN 55402 « Voice (612) 376—4400 + Facsimile (612) 376—4411


                                 w w w.e sc helon.c o m


Eschelon/OneEighty Section 214 Additional Information                                             Page 1 of 1



 Joann Ekblad
  From:       Wagner, Kim K. [kkwagner@eschelon.com]
  Sent:       Thursday, August 17, 2006 6:06 PM
  To:         Joann Ekblad
  Co:         Murray, Catherine A.
  Subject: Eschelon/OneEighty Section 214 Additional Information

Ms. Ekblad,

Attached is a PDF copy of Eschelon‘s Domestic 214 Application containing the ownership information you
requested. Please see pages 10 and 11.


<<FCC 214 Domestic.Application.filing.final.08.09.06. pdf>>



Sent on behalf of Cathy Murray (612—436—1632)

Kim K. Wagner

Senior Legal Secretary

Eschelon Telecom, Inc.


612.436.6225 (direct)

612.436.6816 (department fax)

kkwagner@eschelon.com




8/18/2006


                                           Before the
                    FEDERAL CC               JNICATIONS COMMISSION
                                     w      igton, D.C. 20554



                                                           )
In   ie Matterof                                           )
                                                           )
O    IEIGHTY COMMUNICA!]                    S, INC.        )
                                                           )        File No. ITC—T/C—2006____
        Transferor,                                        )
                                                           )
EO   ‘HELON TELECOM, INC.                                  )
                                                           )
        Transferee,                                        )        WC Docket No. 06—______
                                                           )
Jo   t Application for Consent t«           ansfer     )
P    suant to Section 214 of the C          unications )
Ac   of 1934, as Amended                                   )
                                                           )



            JOINT INTERNATT                 L AND DOMESTIC APPLICATION
             FOR STEAMLINE]                 NSENT TO TRANFER CONTROL


        Pursuant to Section 214 »             Communications Act of 1934, as amended (the

"A   "),‘ and Sections 63.04 and €          of the Commission‘s rules," this Application seeks

th   zsonsent of the Federal Con            cations Commission to the proposed transfer of

ultimate control of OneEighty Communications, Inc. ("OCI") to Eschelon Telecom,

Inc.("ETI").    ETI and OCI are non—dominant carriers authorized by the Commission to

provide international" and domestic telecommunications services.                       A Domestic


*       47 U.S.C. § 214.
*       47 C.F.R. §§ 63.04(b), 63.24(e).
3         ETI provides international telecommunications services pursuant to International Section 214
authorization granted by the Commission in File No. ITC—214—19990729—00490 on August 27, 1999. OCI
provides international telecommunications services pursuant to International Section 214 authorization
granted by the Commission in File No. ITC—ASG—20040426—00243 on June 30, 2004. ETI and OCI are
referred to collectively as the "Applicants."


I.      APPLICANTS

        (a)      OneFEighty Communications, Inc. (FRN # 0005075866)

        OneEighty Communications, Inc. ("OCI") is a privately owned corpora‘tibn

organized under the laws ofthe state of Montana. OCI is located at 206 North 29th

Street, Billings, MT 59101. OCI is authorized to provide and does provide

telecommunications services only in the state of Montana, where, it provides resold and

facilities—based local, resold long distance, and data services to small and medium—sized

businesses and residential customers. Altogether, OCI provides voice, data, Internet

services and business telephone systems to over 3,400 customers and has over 7,900

access lines" in service.

        OCI holds Section 214 authorizations from the Federal Communications

Commission to provide domestic and international resold telecommunications services."

OCI is considered a non—dominant carrier under the Commission‘s Rules. OCI has no

affiliates that offer telecommunications services. The company has no affiliation, within

the meaning of Section 63.09(e) of the Commission‘s Rules, 47 C.F.R. § 63.09(e), with a

dominant U.S. or foreign facilities—based carrier.

        (b)      ESCHELON TELECOM, INC. (FRN #0010289114)

        Eschelon Telecom, Inc. is a corporation organized under the laws of the state of

Delaware. ETI‘s principal place of business is located at 730 2"" Avenue South, Suite

900, Minneapolis, Minnesota 55402. Eschelon Operating Company ("OPCO®") is a

Minnesota corporation that functions as a holding company, which in turn is a direct,

wholly owned subsidiary of ETI, the ultimate parent corporation. ETT itself is authorized

to provide telecommunications services in California, Idaho, New Mexico and New


° Applicants define "access lines" as 64bps channels.


                                                    537


cease and OCI will continue as the surviving corporation of the merger as a wholly

owned subsidiary of OPCO, which is a wholly owned subsidiary of ETI. Thus, ETI will

be the ultimate parent company for OCI after consummation of the transactions

contemplated by the Agreement and Plan of Merger.

IL.    DESCRIPTION OF THE TRANSACTION

       On August 9, 2006, ETI and OCI signed an Agreement and Plan of Merger

("Agreement") providing for the merger of OCI and Degree Merger Sub, Inc., a Montana

corporation and a direct wholly ownedsubsidiary of Eschelon Operating Company, Inc.,

("OPCO"), which is a Minnesota Corporation and a direct wholly owned subsidiary of

ETI. Pursuant to the terms of the Agreement, Degree Merger Sub, Inc. will be merged

into OCI, with OCI to be the surviving corporation of the merger (the "Transaction"). As

a result of the merger, the separate corporate existence of Degree Merger Sub, Inc. will

cease and OCI shall continue as the surviving corporation of the merger as a wholly

owned subsidiary of OPCO. Thus, following the completion of the Transaction, OCI will

be wholly owned by OPCO, which will continue to be wholly owned by ETI. Closing of

the Transaction is contingent upon, among other things, receipt of necessary regulatory

approvals from the Commission and other Governmental approvals.

       Applicants emphasize that the proposed Transaction will be entirely transparent to

customers of OCI. Because of the nature of this merger, the transfer of control will not

result in a change of carrier for any OCI customers. Immediately after consummating the

transaction, OCI will continue to provide the identical end user telecommunications and

other services to the affected customers and will continue to provide these services at the

rates and pursuant to the terms and conditions of service these customers currently receive

from OCI. Any future changes in the rates, terms and conditions of service will be made


squarely within ETI‘s market niche and therefore make an ideal fit with ETT‘s long term

expansion goals.

        Consummnation of the proposed Transaction will allow ETI to make its technical,

product development, and service resources available to h‘elp support and service OCI

customers. ETI is comumitted to exceeding customer expectations and understands that

service and support are just as important as having the latest technology at competitive

prices. That is why ETI supports its products and services with dedicated and skilled

account teams. OCI customers can expect the same dedicated attention if the proposed

Transaction is consummated.

        The transfer of control of OCI to ETI does not result in any anticompetitive

effects. OCI and ETI do not currently provide services in the same markets. The transfer

of control will facilitate ETTI‘s entrance into the market currently served by OCI

(Montana).    The combined market share post—closing, in the interstate, interexchange

market in the relevant markets will not exceed 10 percent. In all instances where OCI

and ETI provide local exchange services, the incumbent local exchange carrier has a

virtual monopoly and this Transaction will not diminish the ILEC‘s dominant market

position.    Furthermore, other competitive carriers are participants in these markets.

Accordingly, the transfer of control of OCI to ETI will increase, not degrade, the

competitiveness of these markets.

        For each of the foregoing reasons, grant of the proposed transaction is in the

public interest.

IV.     INFORMATION REQUIRED BY SECTION 63.24(e) OF THE RULES

        As required by Section 63.24(e) (2) of the Commission‘s Rules, Applicant

submits the following information:


                730 2"" Avenue South, Suite 900
                Minneapolis, MN 55402
                Telephone: (612) 436—6692
                Facsimile: (612) 436—6792
                E—mail: jjoxley@eschelon.co:

        (d)     Statement as to previous Sec      m 214 authorization:

                        ETI, then knownas A       anced Telecommunications, Inc., received
                its international authorizatic     to provide resale telecormmunications
                services on August 27, 1998       1 ITC—214—19990729—00490, On May 2,
                2000, the Commission was a        ised by letter of a change in name from
                Advanced Telecommunicatio          Inc. to Eschelon Telecom, Inc. ETT‘s
                subsidiaries provide interstate   nd international service pursuant to their
                parent‘s Section 214 authoriz?    m.
                        OCI received its int      ational authorization to provide resale
                services on June 30, 2004, in ]   > No. ITC—214—20040426—00243.

                Not applicable.

                Not applicable.

                Not applicable.

                The following persons or          tities hold a 10% or greater direct
                ownership interest in ETT:

                Upon consummation of the T1       saction, OCI will become a wholly owned
        subsidiary of OPCO, which in turn is      ie wholly owned subsidiary of ETI. Thus,
        ETI will be the new ultimate parent       poration and indirectly own 100% of the
        equity interest in OCI. ETI is a De.      rare corporation with its principal offices
        located at 720 2"" Avenue South,          ite 900, Minneapolis, Minnesota 55402.
        OPCO is a Minnesota Corporation, arso located at 720 2"" Avenue South, Suite
        900, Minneapolis, Minnesota 55402 and functions as a holding company. ETI
        and its subsidiaries currently provide local and/or long            distance
        telecommunications services in the states of Arizona, California, Colorado, Idaho,
        Minnesota, Nevada, New York, Oregon, Utah and Washington.

        The following entity owns a ten percent or greater direct or indirect interest in
OPCO:

        Name:                  Eschelon Telecom, Inc. ("ETI")
        Address:               730 2"" Avenue South, Suite 900
                               Minneapolis, Minnesota 55402
        Citizenship:           US — Delaware Corporation
        Principal business:    Provide of local and long distance telecommunications
services


Principal business:    Investments
Percent of ownership: 20.9%

No limited partner of Bain Capital holds a ten percent or greater ownership
interest in ETI under the Commission‘s ownership attribution rules. The genera
partner of Bain Capital is:

Name:                  Bain Capital Partners VI, L.P. ("Bain Partners")
Address:               111 Huntington Avenue
                       Boston, MA 02199
Citizenship:           US — Delaware LP
Principal business:    Investments

Bain Capital Partners VI, L.P. has a 5.2% ownership interest in one oth
telecommunications company—US LEC Corp. Other Bain entities, who do n
have an ownership interest in ETI, own an additional 7.1% in US LEC Corp. T
LEC Corp. does not provide service in any of the markets served by ETL

No limited partner of Bain Partners holds a ten percent or greater ownersh
interest in ETI under the Commission‘s ownership attribution rules. The Ba
Partners investment in Eschelon is made through ten separate funds with multic
limited partners, none of whom own a ten percent or greater ownership interest
ETI. The general partner of Bain Partners is:

Name:                 Bain Capital Investors, LLC ("Bain Investors")
Address:              111 Huntington Avenue
                      Boston, MA 02199
Citizenship:          US — Delaware LLC
Principal business:   Investments

Bain Investors has no economic interest in Bain Partners. There is no managi
member of Bain Investors and no member of Bain Investors has a ten percent
greater ownership interest in ETI under the Commission‘s ownership attributi«
rules.

No other entity will hold a 10% or greater direct or indirect interest in ET

Following consummation of the proposed Transaction, there will be no
interlocking directorates with any foreign carrier.

(i)     Certification that ETT is not a foreign carrier and is not affiliated with
        a foreign carrier:

        As evidenced by the signatures to this Application, ETI certifies that
following consummation of the proposed Transaction, ETI will not be a foreign
carrier and will not be affiliated with any foreign carriers. As evidenced by the
signatures to this Application, OCI certifies that following consummation of the


                                     21—


       (p)     Streamlined Processing.

               Applicants request streamlined processing of this application pursuant to
       Section 63.12 of the Commission‘s Rules, 47 C.F.R. § 63.12. This Application is
       eligible for streamlined processing pursuant to Section 63.12 of the Commission‘s
       Rules because: (1) ETI, the transferee, is not affiliated with a foreign carrier; (2)
       ETI is not affiliated with a dominant U.S. carrier; and (3) ETI does not seek
       authority to provide switched basic services over private lines to a country for
       which the Commission has not previously authorized the provision of switched
       services over private lines, and none of the other scenarios outlined in Section
       63.12(c) of the Commission‘s Rules apply. See 47 C.F.R. §§ 63.12(a)—(c).

v.     CONCLUSION

       For the reasons stated above, Applicants respectfully submit that the public

interest, convenience, and necessity would be furthered by a grant of this Application.



                                                   Respectfully submitted,



                                             By:
                                                   Dennis D. Ahlers
                                                   Associate General Counsel
                                                   Eschelon Telecom, Inc.
                                                   730 2"" Avenue South, Suite 900
                                                   Minneapolis, MN 55402
                                                   Telephone: (612) 436—6692
                                                   Facsimile: (612) 436—6792
                                                   E—mail: ddahlers@eschelon.com




                                             By:
                                                   Christopher Dimock
                                                   President and CEO
                                                   OneEighty Communications, Inc.
                                                   206 North 29th Street
                                                   Billings, MT 59101
                                                   Telephone: (406) 294—4006
                                                   Facsimile: (406) 294—4004
                                                   E—mailedimock@oneeighty.com



                                           {13:


identical end user telecommunications       and other services to the affected

customers and will continue to provide these services at the rates and pursuant to

the terms and conditions of service these customers currently receive from OCI.

Any future changes in the = *3s, terms and conditions of service will be made

consistent with applicable 1    . Further, OCI will continue to provide services

under the OCI name.         T   Transaction is not expected to result in any

discontinuance of service fo    ae OCI customers. In sum, consummation of the

Transaction will result in no   ‘ceivable changes to OCI‘s customers.

(7)    A description of th      zeographic areas in which the transferor and
       transferees offer d      iestic telecommunications services, and what
       services are provide     n each area:

       ETI and its subsidiari   provide local and/or long—distance voice, data,

internet services and busines   ‘lephone systems in Minnesota, California,

Colorado, Arizona, , Utah, N    ada, Washington and Oregon, Idaho and New

York. OCI provides resold &     facilities—based local, resold long distance, and

data services to small and m«   im—sized businesses and residential customers in

Montana.

(8)    A statement as to 1 v the Application fits into one or more of the
       presumptive streamuned categories in Section 63.03 or why it is
       otherwise appropriate for streamlined treatment:

       ETI, as transferee, will have less than a 10 percent market share in the

interstate, interexchange market as a result of the transaction and will provide

services exclusively in geographic areas served by a dominant local exchange

carrier that is not a party to this transaction. Further, neither ETI nor OCI is

dominant with respect to any service. Therefore, this Application is appropriate

for streamlined treatment pursuant to 47 C.F.R. § 63.03(b) (2).


                                    —{§>


combine its financial, technical and market resources and expertise with that of

OCI, thereby enhancing its ability to provide reliable, competitively priced

services to customers in Montana. The Transaction will facilitate the entrance of

Escheloninto the markets presently served by OCI. Accordingly, the transfer of

control of OCI to ETI will increase, not degrade, the competitiveness of the

markets served by the Applicants.

        Consummation of the proposed Transaction will allow ETI to make its

technical, product development, and service resources available to help support

and service OCI customers.           ETI is committed to exceeding customer

expectations and understands that service and support are just as important as

having the latest technology at competitive prices. That is why ETI supports its

products and services with dedicated and skilled account teams. OCI customers

can expect the same dedicated attention upon consummation of the proposed

Transaction.

        The transfer of control of OCI to ETI does not result in any

anticompetitive effects. OCI and ETI do not presently provide services in the

same markets and the combined interstate, interexchange market share post—

closing will not exceed 10 percent in any market. In all instances where OCI and

ETI provide local exchange services, the incumbent local exchange carrier has a

virtual monopoly and this Transaction will not diminish the ILEC‘s dominant

market position.       Furthermore, in all instancés where OCI and ETI provide

telecommunications services other competitive carriers participants in these

markets. For each of the foregoing reasons, grant of the proposed transaction is in

the public interest.


                                     372



Document Created: 2019-06-03 03:06:48
Document Modified: 2019-06-03 03:06:48

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