Attachment 20170905112106-380.p

20170905112106-380.p

SUPPLEMENT

Supplement

2006-08-10

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

IBFS_ITCTC2006081000386_1626763

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 No/ No/ Ns Ns Nes N) N) Ne Nt Nest! Nes! Nus! Nus! Neus! Nes‘ I1 he Matter of 0 EEIGHTY COMMUNICATIONS, INC. File No. ITC—T/C—2006_ Transferor, E HELON TELECOM, INC. Tfansferee, WC Docket No. 06—_______ Jc it Application for Consent to a Transfer P suant to Section 214 of the Communications A of 1934, as Amended JOINT INTERNATIONAL AND DOMESTIC APPLICATION FOR STEAMLINED CONSENT TO TRANFER CONTROL Pursuant to Section 214 of the Communications Act of 1934, as amended (the * t)," and Sections 63.04 and 63.24 of the Commission‘s rules," this Application seeks th consent of the Federal Communications 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). * 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."

Supplement, containing the information required by 47 EP . § 63.04, is attached hereto as Exhibit A. Applicants seek streamlined processing of this International and Domestic Application pursuant to Sections 63.03 and 63.12 of ‘ommission‘s Rules.‘ This Application is eligible for strearnlined processing purs :o Section 63.03(b)(2)(i) of the Commission‘s Rules, 47 C.FR. § 63.03(b)(2)(1), use (a) after the proposed transaction, ETI and its affiliates, combined; 1) will t »ss than 10 percent market share in the interstate, interexchange marketplace, 2) 1 roQide: competitive services exclusively in areas served by dominant local carr aat are not parties to the transaction, and (3) the Applicants are not currently unant with respect to any domestic service, and will not become dominant with ‘ct to any domestic service after consummation of the proposed transaction. Th plication also qualifies for streamlined treatment under Section 63.12 because (a) 4 ants are not affiliated with a dominant foreign carrier, (b) ETI will not becomeaffili vith any foreign carrier as a result of the proposed transaction, and (c) none of t] ier provisions contained in Section 63.12(c) of the Commission‘s Rules, 47 C.F.R. — 2, apply. Applicants seek to complete the proposed transaction on an expedited basis, and therefore request expedited treatment and consideration of this Application, so that Applicants‘ business plans can be implemented, which business plans include consummation of the proposed transfer on or about September 30, 2006. In support of this Application, Applicants submit the following information: 4 47 C.F.R. §§ 63.03 and 63.12.

I. APPLICANTS (a) OneEighty Communications, Inc. (FRN # 0005075866) OneEighty Communications, Inc. ("OCI") is a privately owned corporatibn organized under the laws of the state of Montana. OCTI 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. ETI itself is authorized to provide telecommunications services in California, Idaho, New Mexico and New ° Applicants define "access lines" as 64bps channels. 53.

York; however, ETI presently provides no service in New Mexico and only provides service, specifically long distance resale service, to 1 business customer in New York and fewer than 10 business customers in Idaho. OPCO has several direct, wholly owned subsidiaries that offer telecommunications services in various states.‘ In these states, the —subsidiaries provide resold and facilities—based local, resold long distance, Internet and data services to small and medium sized—businesses. ETI and its subsidiaries, collectively "Eschelon," are headquartered at the above address, provide voice, data, Internet services and business telephone systems to over 60,000 customers, and have over 500,000 access lines in service. ETI owns switches in all states where it offers local services. ETI and its subsidiaries provide local and/or long distance facilities—based service in 19 markets in 10 states. There are no other affiliates of ETI that offer domestic telecommunications services. As permitted by Section 63.21 of the Commission‘s Rules, 47 C.F.R. § 63.21, ETI‘s subsidiaries currently provide resold international switched telecommunications services pursuant to the parent company, ETJ‘s, international Section 214 authorization.® As a part of the proposed transaction, a newly created subsidiary of OPCO, Degree Merger Sub, Inc., a Montana Corporation, will be merged with and into OCI. As a result of the merger, the separate corporate existence of Degree Merger Sub, Inc. shall 6See Footnote 3, supra. ‘ Advanced TelCom, Inc. provides telecommunications services in the states of California, Nevada, Oregon and Washington. Oregon Telecom, Inc. provides telecommunications services in Oregon and Washington. Eschelon Telecom of Minnesota, Inc., Eschelon Telecom of Washington, Inc., Eschelon Telecom of Colorado, Inc., Eschelon Telecom of Nevada, Inc., Eschelon Telecom of Arizona, Inc., Eschelon Telecom of Utah, Inc. and Eschelon Telecom of Oregon, Inc. each provide telecommunications services in the state that bears their name. On July 6, 2006, ETI and Mountain Telecommunications, Inc. (MTI) filed a Joint International and Domestic Application for consent to transfer control of MTI to ETI pursuant to Section 214 of the Communications Act. File No. ITC—T/C—20060706—00336 and WC Docket No. 06—141. The international authorization was granted on July 28, 2006. (DA No. 06—1579). The domestic application is pending, as is the application before the Arizona Corporation Commission. MTI provides service in the state of Arizona. 8 See Footnote 3, supra. ari

cease and OCI will continue as the surviving corporation of the merger as a wholly owned subsidiary of , which is a wholly owned subsidiary c . Thus, ETI will be the ultimate par ‘ompany for OCI after consummatio1 the transactions contemplated by the . ment and Plan of Merger. IL. DESCRIPTT )F THE TRANSACTION On August 9 6, ETI and OCI signed an Agreemen Plan of Merger ("Agreement") provil or the merger of OCI and Degree Merge , Inc., a Montana corporation and a dir holly owned subsidiary of Eschelon Op« » Company, Inc., ("OPCO"), which is anesota Corporation and a direct wholl ied subsidiary of ETI. Pursuant to the ; of the Agreement, Degree Merger Sul . will be merged into OCI, with OCI t« ie surviving corporation of the merger (1 ransaction"). As a result of the merge separate corporate existence of Degree er Sub, Inc. will cease and OCI shall inue as the surviving corporation of th ‘ger as a wholly owned subsidiary of ). Thus, following the completion of the saction, OCI will be wholly owned by / ), which will continue to be wholly own ETI. Closing of the Transaction is co ant upon, among other things, receipt 0 »ssary regulatory approvals from the C ssion 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

consistent with applica~"~ ‘~w. Further, OCI will continue to provide services under the OCI name. The Transactic 0t expected to result in any discontinuance of service for the OCI customers. In si onsummation of the Transaction will result in no perceivable changes to OCI‘s custc III. PUBLICINT] T The App’licant: ectfully submit that the Transaction serves the public interest. After consummation c Transaction, OCI will continue to operate under its name and operating authorities present. The Transaction involves no change in the entity providing service dit to customers or the end user services, rates, terms and conditions of such se i. All existing tariffs will remain in place. The transfer of control will be entire insparent to OCI customers and will not have any adverse impact on them. The ‘hange will be in the ultimate ownership of OCI. The Applican ect that the Transaction will increase competition in the telecommunications : ‘t by strengthening ETI‘s position as an effective and multifaceted telecomt ations carrier and giving them a presence in a new market. The Transaction will . ETI to combine its financial, technical and market resources and expertise with tuau uf OCI, thereby enhancing its ability to provide reliable, competitively priced services to customers. By permitting ETI to strengthen its competitive position the proposed Transaction will make ETI a more financially secure competitive alternative to the incumbents and promote ETI‘s ability to enter additional markets, thus expanding competitive choices for customers. OCI focuses on delivering reliable, high—quality voice, data and Internet services to the small and medium business markets. Customers currently served by OCI fall

squarely within ETI‘s market niche and therefore make an ideal fit with ETTI‘s long term expansion goals. Consummation of the proposed Tran . allow ETI to make its technical, product development, and service resources to hg].p support and service OCI customers. ETI is committed to exceeding xpectations and understands that service and support are just as important as latest technology at competitive prices. That is why ETI supports its produ vices with dedicated and skilled account teams. OCI customers can expéct 1 ‘dicated attention if the proposed Transaction is consummated. The transfer of control of OCI to | iot result in any anticompetitive effects. OCI and ETI do not currently provic n the same markets. The transfer of control will facilitate ETI‘s entrance arket currently served by OCI (Montana). The combined market share p . in the interstate, interexchange market in the relevant markets will not exc ‘ent. In all instances where OCI and ETI provide local exchange services, 1 ant local exchange carrier has a virtual monopoly and this Transaction will sh the ILEC‘s dominant market position. Furthermore, other competitive 3 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: 7.

(a) Names, addresses and telephone numbers of Applicants: Transferee Eschelon Telecom, Inc., 730 2"" Avenue South, Suite 900 Minneapolis, MN 55402 Telephone: (612) 376—4400 Transferor OneEighty Communications, Inc. 206 North 29th Street Billings, MT 59101 Telephone: (406) 294—4007 (b) The Government, State, or Territory under the laws of which each of the Applicants is organized: Applicant State of Organization Eschelon Telecom, Inc. Delaware OneEighty Communications, Inc. Montana (c) Correspondence concerning this Application should be addressed to: Dennis D. Ahblers Eschelon Telecom, Inc. 730 2"" Avenue South, Suite 900 Minneapolis, MN 55402 Telephone: (612) 436—6249 Facsimile: (612) 436—7349 E—mail: ddabhlers@eschelon.com Christopher Dimock President and CEO OneEighty Communications, Inc. 206 North 29th Street Billings, MT 59101 Telephone: (406) 294—4006 Facsimile: (406) 294—4004 E—mail: ecdimock@oneeighty.com With a copy to: J. Jeffery Oxley Eschelon Telecom, Inc.

730 2"" Avenue South, Suite 900 Minneapolis, MN 55402 Telephone: (612) 436—6692 Facsimile: (612) 436—6792 E—mail: jjoxley@eschelon.co: Statement as to previous Sec m 214 authorization: ETI, then knownas A anced Telecommunications, Inc., received its international authorizatic to provide resale telecommunications services on August 27, 1995 i 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 authorizs m. OCI received its int ational authorization to provide resale services on June 30, 2004, in ] > No. ITC—214—20040426—00243. (e) Not applicable. (£) Not applicable. (g) Not applicable. (h) The following persons or tities hold a 10% or greater direct ownership interest in ETI: 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, also 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. ("ETT") Address: 730 2"" Avenue South, Suite 900 Minneapolis, Minnesota 55402 Citizenship: US — Delaware Corporation Principal business: Provide of local and long distance telecommunications services

Percent of ownership: 100% None of ETI‘s officers or directors sits on the boards of any foreign telecommunications carriers. The following entities own a ten percent or greater direct or indirect interest in EN: (1) Name: Wind Point Partners IV, L.P. ("Wind Point Partners") Address: One Towne Square, Suite 780 Southfield, MI 48076 Citizenship: US — Delaware LP Principal business: Investments Percent of ownership: 16.7 % Wind Point Partners IV, L.P., does not have an ownership interest in any telecommunications company other than ETI. The Wind Point Partners investment in ETI is through three separate funds and multiple limited partners, none of whom hold a ten percent or greater ownership interest in ETI under the Commission‘s ownership attribution rules. The general partner of Wind Point Partners is: Name: Wind Point Investors IV, L.P. ("Wind Point Investors") Address: One Towne Square, Suite 780 Southfield, MI 48076 Citizenship: US — Delaware LP Principal business: Investments No limited partner of Wind Point Investors holds a ten percent or greater ownership interest in ETI under the Commission‘s ownership attribution rules. The general partner of Wind Point Investors is: Name: Wind Point Advisors, LLC ("Wind Point Advisors") Address: One Towne Square, Suite 780 Southfield, MI 48076 Citizenship: US — Delaware LLC Principal business: Investments There is no managing member of Wind Point Advisors and no member of Wind Point Advisors has a ten percent or greater ownership interest in ETI under the Commission‘s ownership attribution rules. (2) Name: Bain Capital Fund VI, L.P. ("Bain Capital") Address: 111 Huntington Avenue Boston, MA 02199 Citizenship: US — Delaware LP 4g.

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 otk telecommunications company—US LEC Corp. Other Bain entities, who do r 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 ownerst interest in ETI under the Commission‘s ownership attribution rules. The Bs Partners investment in Eschelon is made through ten separate funds with multif limited partners, none of whomown 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 ETL 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 £1{.—

proposed Transaction, OCI will not be a foreign carrier and will not be affiliated with any foreign carriers. (J) Certification that ETI does not intend to provide international telecommunications services to a destination country for which any of Sections 63.18(j)(1)—(4) of the Commission‘s Rules, 47 C.F.R. § 63.18(j)(1)—(4) is true. As evidenced by the signatures to this Application ETI certifies that it does not intend to provide international telecommunications services to a destination country for which any of Sections 63.18(j)(1)—(4) of the Commission‘s Rules, 47 C.F.R. § 63.18(j)(1)—(4) is true. (k) Not applicable (see response to item (J)). (1) Not applicable (see response to item (J)). (m) Not applicable. ETI qualifies for a presumption of non—dominance under Section 63.10(a) (1) as it is not a foreign carrier, nor is it affiliated with a foreign carrier. Following the transaction, ETI and OCI will continue to be presumptively classified as non—dominant carriers. (n) Certification that ETI has not agreed to accept special concessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future: As evidenced by the signatures to this Application, ETI certifies that it has not agreed to accept special concessions directly or indirectly fromany foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future. See Exhibit B. (0) Certifications by Parties that no party to this Application is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 853(a): As evidenced by the signatures to this Application, Applicants certify, pursuant to Sections 1.2001 through 1.2003 of the Commission‘s Rules (implementing the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 3301), that they are not subject to a denial of Federal benefits pursuant to Section 5301 of the Anti— Drug Act of 1988. 13.

(p) Streamlined Processing. Applicants request streamlined processing of this application pursuant to Section 63.12 of the Commission‘s Rules, 47 C.EF.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 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—

EXHIBIT A DOMESTIC SUPPLEMENT TO JOINT INTERNATIONAL AND D _ _ STIC APPLICATION FO NSENT TO TRAl R CONTROL Pursuant to 47 C.F.R. § 63.04(b following information requit 47 C.F.R. 63.04(a)(6)—(a)(12) is supplied 1 nection with the attached Jo ternational and Domestic Application for C t to Transfer Control. (6) Description of the tran: n: On August 9, 2006, ETT JCI signed a Agreement and of Merger ("Agreement") providing for th rger of OCI and Degree Me Jub, Inc. a Montana corporation and a dire« »lly owned subsidiary of Esc Operating Company, Inc., ("OPCO®") a N ota Corporation and a direc Ily owned subsidiary of ETI (the "Transa ‘). Pursuant to the terms of «greement, Degree Merger Sub. will be 1 d into OCI, with OCI to b surviving corporation of the merger. A »sult of the merger, the sey corporate existence of Degree Merger | will cease and OCI shall ¢ ue as the surviving corporation of the me s a wholly ownedsubsidiary 2CO. Thus following the completion of t.. .ransaction, OCI will be whk.u.., owned by OPCO, which will continue to be wholly owned by ETL 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 14—

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 conditions of service these customers currently receive from OCI. Any futt anges in the rates, terms and conditions of service will be made consisten a applicable law. Further, OCI will continue to provide services under th —I name. The Transaction is not expected to result in any discontin : of service for the OCI customers. In sum, consummation of the Transacti 11 result in no perceivable changes to OCJI‘s customers. (7) A ‘ription of the geographic areas in which the transferor and tr ‘rees offer domestic telecommunications services, and what SC s are provided in each area: E 1 its subsidiaries provide local and/or long—distance voice, data, internet s »s and business telephone systems in Minnesota, California, Colorade ‘ona, , Utah, Nevada, Washington and Oregon, Idaho and New York. O »vides resold and facilities—based local, resold long distance, and data serv > small and medium—sized businesses and residential customers in Montana (8) A »ment as to how the Application fits into one or more of the presumptive streamlined 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). —{5.—

(9) Identification of all other Commission applications related to the same transaction: The attached Application for consent to the transfer of control related to the provision of international telecommunications services is being submitted herewith. (10) _A statement of whether the Applicants are requesting special consideration because either party to the transaction is facing imminent business failure: Applicants do not seek special consideration in this Application. (11) Identification of any separately filed waiver requests being sought in conjunction with the transaction: Applicants do not seek any waivers in conjunction with the transactions discussed in this Application. (12) _A statement showing how grant of the Application will serve the public interest, convenience and necessity, including any additional information that may be necessary to show the effect of the proposed transaction on competition in domestic markets: The Applicants respectfully submit that the Transaction serves the public interest. After consummation of the Transaction, OCI will continue to operate under its name and operating authorities as at present. The Transaction involves no change in the entity providing service to customers or the end user services, rates, terms and conditions of such services. All existing tariffs will remain in place. The transfer of control will be entirely transparent to customers and will not have any adverse impact on them. The only change will be in the ultimate ownership of OCI. The Applicants expect that the Transaction will increase competition in the telecommunications market by strengthening ETI‘s position as an effective and multifaceted telecommunications carrier. The Transaction will allow ETI to 16—


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