Attachment DA-10-667A1.pdf

DA-10-667A1.pdf

PUBLIC NOTICE

PN

2010-04-20

This document pretains to ITC-T/C-20100319-00114 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010031900114_812039

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
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