*Pages 1--4 from Microsoft Word - 54477.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 06- 134 Released: January 23, 2006 DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF NEW EDGE NETWORK, INC., D/ B/ A NEW EDGE NETWORKS TO EARTHLINK, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 06- 15 Comments Due: February 6, 2006 Reply Comments Due: February 13, 2006 On January 4, 2006, New Edge Network, Inc., d/ b/ a New Edge Networks (“ New Edge”) and EarthLink, Inc. (“ EarthLink”) (collectively, “Applicants”), filed an application, pursuant to sections 63.03 and 63.04 of the Commission’s rules, 1 for the transfer of control of New Edge to EarthLink. 2 Applicants assert that this transaction is entitled to presumptive streamlined treatment under sections 63.03( b)( 1)( ii) and 63.03( b)( 2)( i) of the Commission’s rules. With respect to section 63.03( b)( 1)( ii), Applicants assert that EarthLink is not a telecommunications provider. 3 With respect to section 63.03( b)( 2)( i), Applicants aver that the proposed transaction would result in: (1) EarthLink having a market share in the interstate, interexchange market of less than 10%; (2) EarthLink providing competitive services exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction; and (3) neither of the Applicants is dominant with respect to any service. 4 1 47 C. F. R §§ 63.03, 63.04; see 47 U. S. C. § 214. 2 Counsel for Earthlink filed an amendment to the Application on January 17, 2006. Applicants are also filing an application 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)( 1)( ii). 4 47 C. F. R. § 63.03( b)( 2)( i). 1 2 New Edge, a Delaware corporation, is a national provider of secure multi- site managed data networks and dedicated Internet access. New Edge was originally incorporated as Access21 Corp. and later changed its name. EarthLink, a Delaware corporation, is primarily an Internet service provider, providing nationwide Internet access and related value- added services to individual and business customers. EarthLink does not provide telecommunications services. EarthLink is a publicly-held company. Barclays PLC (including its affiliates), a publicly- traded bank of the United Kingdom, holds approximately 11% of the total equity of EarthLink. Pursuant to an Agreement and Plan of Merger executed on December 12, 2005, by New Edge Holding Company (“ New Edge Holding”), New Edge Merger Corporation (“ MergerCo”) and EarthLink, MergerCo, a wholly owned subsidiary of EarthLink, will merge with New Edge Holding, the parent of New Edge, with New Edge Holding continuing as the surviving corporation. After the proposed transaction is effected, New Edge will continue to operate in substantially the same manner, as an independent company and as a wholly owned subsidiary of New Edge Holding, which in turn will be a wholly owned subsidiary of EarthLink. Upon completion of the proposed merger, EarthLink will control New Edge through the ownership of 100% of the outstanding common stock of New Edge Holding. Thus, after the proposed transaction, New Edge will have a different capital structure and a new controlling stockholder. Applicants state that the proposed transaction is in the public interest because: (1) it will increase competition in Tier 2 and 3 small and medium enterprises and residential U. S. markets; (2) it will be essentially transparent to customers of New Edge; and (3) New Edge will continue to provide the same service at the same rates, terms, and conditions. 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 February 6, 2006 and reply comments on or before February 13, 2006. 5 Unless otherwise notified by the Commission, Applicants are permitted to transfer the assets and related control on the 31 st day after the date of this notice. 6 Comments may be filed using: (1) the Commission’s Electronic Comment Filing System (ECFS), (2) the Federal Government’s eRulemaking Portal, or (3) by filing paper copies. See Electronic Filing of Documents in Rulemaking Proceedings, 63 FR 24121 (1998). 5 See 47 C. F. R. § 63.03( a). 6 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in connection with the proposed transaction. 2