*Pages 1--4 from Microsoft Word - 18134.doc* Federal Communications Commission DA 02- 1299 Before the Federal Communications Commission Washington, D. C. 20554 In the Matter of Conectiv, Transferor And New RC, Inc., Transferee For Authority to Transfer Control of Domestic Section 214 Authority of Conectiv Communications, Inc. ) ) ) ) ) ) ) ) ) ) ) CC Docket No. 02- 2 MEMORANDUM OPINION AND ORDER Adopted: May 31, 2002 Released: May 31, 2002 Before the Chief, Wireline Competition Bureau: 1. In this Order, we approve the application filed by New RC, Inc. (“ New RC”) and Conectiv (collectively, the “Applicants”) seeking Federal Communications Commission (“ Commission”) consent to the transfer of control of Conectiv Communications, Inc. (“ CCI”), a subsidiary of Conectiv, to New RC. 1 Based on the record, we conclude that approval of the application will serve the public interest, convenience, and necessity. 2. Potomac Electric Power Company (“ PEPCO”), Conectiv, and New RC have entered into a merger agreement through which PEPCO and Conectiv will become wholly- owned subsidiaries of New RC. 2 As a result of the merger, CCI will become an indirect subsidiary of New RC. 3. CCI currently provides non- switched interexchange telecommunications services utilizing point- to- point common carrier microwave facilities that extend from Delaware through 1 See Application for Authority to Transfer Control of Conectiv Communications, Inc. from Conectiv to New RC, Inc., CC Docket No. 02- 2 (filed Dec. 28, 2001). 2 New RC, a holding company, was incorporated under the laws of Delaware on February 9, 2001. PEPCO, an electric utility, provides services to customers in Washington, D. C. and Maryland. Conectiv is a public utility holding company that owns electric utilities including the Atlantic City Electric Company and the Delmarva Power & Light Company, as well as CCI. 1 Federal Communications Commission DA 02- 1299 3 currently served by Yipes. 7 7. In their Opposition, the Applicants argued that Yipes failed to raise significant policy questions that relate to their section 214 application. 8 They submitted that Yipes did not establish a foundation supporting the suggestion that PEPCO engaged in systematic anti-competitive or discriminatory behavior. 9 In addition, the Applicants argued that there is no support for the suggestion that CCI will engage in activities inconsistent with section 224 as a result of the proposed merger. 10 Applicants further suggested that Yipes’ concerns regarding access to utility poles and underground infrastructure would more appropriately be brought before the Public Service Commission of the District of Columbia, or pursuant to a pole attachment complaint properly filed before the Commission. 11 8. Since the close of the comment period, Yipes held discussions with PEPCO relating to the issues and concerns raised in its Petition to Deny. 12 As a result of these discussions, Yipes withdrew its petition. Yipes confirms, in its Withdrawal, that the “issues and concerns underlying its Petition to Deny have been addressed and resolved in a satisfactory fashion.” As such, it withdrew its Petition to Deny and all objection to the Application for Consent to Transfer Control submitted by Conectiv and New RC, Inc. 13 9. Upon consideration of the record, and in the absence of any remaining objections, we find that the proposed transfer is unlikely to result in harm to competition in any relevant market. There is no evidence that either Applicant has violated Commission rules or policies, or that the proposed transfer of control will result in harm to the public interest. In addition, we find that in the absence of competitive concerns, the public interest would be served by allowing the Applicants to continue to provide the telecommunications services currently provided by CCI. Accordingly, we find that grant of the Application is in the public interest. ORDERING CLAUSES 10. Accordingly, IT IS ORDERED, that the petition to deny filed by Yipes Transmission, Inc. IS DISMISSED. 7 Petition to Deny at 4- 6. 8 Opposition at 2- 3, 6. 9 Opposition at 2- 3, 7. 10 Opposition at 2- 3, 7. 11 Opposition at 3- 5. 12 Withdrawal at 2. 13 Withdrawal at 2. 3 Federal Communications Commission DA 02- 1299 4 11. IT IS FURTHER ORDERED, pursuant to sections 4( i) and (j), 214( a) and (c) of the Communications Act of 1934, as amended, 47 U. S. C. §§ 154( i), 154( j), 214( a), and 214( c), that the application for transfer of control of the domestic 214 authorization filed by Conectiv and New RC, Inc., in the above captioned proceeding IS GRANTED. 12. IT IS FURTHER ORDERED that this Memorandum Opinion and Order SHALL BE EFFECTIVE upon release in accordance with 47 C. F. R. § 1.103. 13. IT IS FURTHER ORDERED that this action is taken under delegated authority pursuant to 47 C. F. R. §§ 0.91 and 0.291. FEDERAL COMMUNICATIONS COMMISSION Dorothy T. Attwood Chief, Wireline Competition Bureau 4