*Pages 1--5 from Microsoft Word - 51028.doc* PUBLIC NOTICE Federal Communications Commission 445 12 th Street, S. W. Washington, D. C. 20554 News Media Information 202 / 418- 0500 Fax- On- Demand 202 / 418- 2830 TTY 202 / 418- 2555 Internet: http:// www. fcc. gov ftp. fcc. gov DA 05- 2290 Released: August 16, 2005 DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF AMERICAN FIBER NETWORK, INC., TO MOBILEPRO CORP. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 05- 252 Comments Due: August 30, 2005 Reply Comments Due: September 6, 2005 On July 22, 2005, Mobilepro Corp. (“ Mobilepro”) and American Fiber Network, Inc. (“ AFN”), collectively with Mobilepro, (“ Applicants”), filed an application, pursuant to sections 63.03 and 63.04 of the Commission’s rules, 1 requesting approval to transfer control of AFN to Mobilepro. 2 Applicants assert that this transaction is entitled to presumptive streamlined treatment under section 63.03( b)( 2)( i) of the Commission’s rules because immediately following the proposed transactions (a) Applicants and their affiliates (as defined in Section 3( 1) of the Communications Act – “Affiliates”) combined will hold less than a ten percent (10%) share of the interstate, interexchange market; (b) Applicants and their Affiliates will provide local exchange service only in areas served by dominant local exchange carriers (none of which is a party to the proposed transactions) and; (c) none of the Applicants or their Affiliates is dominant with respect to any service. 3 Mobilepro, a Delaware corporation, is a widely- held publicly- traded corporation that offers telecommunications services through three wholly owned subsidiaries: CloseCall 1 47 C. F. R §§ 63.03, 63.04; see 47 U. S. C. § 214. 2 Applicants are also filing applications for transfer of control associated with authorization for international services. Any action on this domestic 214 application is without prejudice to Commission action on other related, pending applications. 3 47 C. F. R. § 63.03( b)( 2)( i). 1 2 America, Inc., (“ CloseCall”); Affinity Telecom, Inc., (“ Affinity”); and Davel Communications, Inc. (“ Davel”). 4 Following the completion of the proposed transactions, no entity will own or control 10% or more of Mobilepro. No person or entity currently owns or controls 10% or more of Mobilepro, which is a widely- held publicly- traded corporation. AFN is a Delaware corporation that is wholly owned by Douglas Bethell, a U. S. citizen. AFN is authorized to provide competitive local exchange and interexchange services in several states. AFN provides resold and facilities- based local exchange service, resold and facilities-based long distance operator services, voicemail and other standard voice features, and DS1 services. Mobilepro has entered into an agreement with AFN through which AFN will merge with and into AFN Acquisition Corp., a newly created, wholly owned subsidiary of Mobilepro. Simultaneously, AFN Acquisition Corp. will change its name to American Fiber Network, Inc., which will be the surviving corporation. As a result of these transactions, AFN will become a wholly owned subsidiary of Mobilepro. Douglas Bethell, who currently owns 100% of the equity of AFN, will receive a combination of cash and Mobilepro stock and will continue to run the day- to- day operations of AFN. Following the proposed transactions, AFN’s customers will continue to receive services under the same rates, terms and conditions as those services are currently provided to them. Applicants therefore expect that the proposed transactions will be transparent to AFN’s customers. The proposed transaction described above serves the public interest in promoting competition among telecommunications providers. In particular, the proposed transaction will combine the strengths of Mobilepro and AFN, which should allow the combined companies to compete more effectively against larger carriers that have substantial resources and can offer a wide range of facilities- based service offerings. Moreover, the Applicants believe the proposed transaction will enhance the ability of the entities to expand their respective operations both in terms of service area coverage and through the ability of each entity to offer customers an expanded line of products and services. GENERAL INFORMATION The transfer of control identified herein has been found, upon initial review, to be acceptable for filing as a streamlined application. The Commission reserves the right to return any transfer of control application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules and policies. Pursuant to sections 1.415 and 1.419 of the Commission’s rules, 47 CFR §§ 1.415, 1.419, interested parties may file comments on or before August 30, 2005 and reply comments on or before September 6, 2005. 5 Unless otherwise notified by the Commission, Applicants are permitted to transfer the 4 CloseCall provides resold local and interexchange telecommunications services in nine states, Affinity provides such services in Michigan and Ohio, and Davel provides payphone services in 45 states. 5 See 47 C. F. R. § 63.03( a). 2 5 5