*Pages 1--5 from Microsoft Word - 58693.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- 1523 Released: July 26, 2006 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF MOUNTAIN TELECOMMUNICATIONS, INC. TO ESCHELON TELECOM, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 06- 141 Comments Due: August 9, 2006 Reply Comments Due: August 16, 2006 On July 7, 2006, Mountain Telecommunications, Inc. (“ MTI”) and Eschelon Telecom, Inc. (“ ETI”) (together, the “Applicants”), filed an application, pursuant to section 63.04 of the Commission’s rules, 1 requesting authority to transfer control of MTI to ETI. 2 MTI holds authorizations under section 214 of the Communications Act to provide domestic telecommunications service. Applicants submit that this transaction is entitled to presumptive streamlined treatment under 63.03( b)( 2)( i) of the Commission’s rules because (i) ETI, as the transferee, will hold less than a ten percent share of the interstate, interexchange market; (ii) ETI, as the transferee, will provide competitive telephone exchange or exchange access services, if at all, exclusively in geographic areas served by dominant local exchange carriers (none of which are a party to the proposed transactions) and; (iii) neither of the Applicants is dominant with respect to any service. 3 1 47 C. F. R § 63.04; see 47 U. S. C. § 214. 2 Applicants filed a supplement to the application on July 21, 2006. See Letter from Dennis D. Ahlers, Eschelon Telecom, Inc., to Marlene H. Dortch, FCC, WC Docket No. 06- 141 (filed July 21, 2006) (July 21, 2006 Supplement). 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 MTI is a privately- owned Delaware corporation and the parent corporation of Mountain Telecommunications of Arizona (MTA). MTA is an Arizona corporation that provides resold local and long distance voice and data transmission services to small and medium sized businesses in Arizona. ETI, a Delaware corporation, is authorized to provide telecommunications services in California, Idaho, New Mexico, and New York, but currently provides only long distance resale service to one business customer in New York. Eschelon Operating Company (“ OPCO”), a Minnesota corporation, functions as a holding company and is a direct, wholly- owned subsidiary of ETI. 4 Mountain Acquisition Corp, a Delaware corporation, is a newly created, direct, wholly-owned subsidiary of OPCO. The following entities own a ten percent or greater direct or indirect interest in ETI: Wind Point Partners IV, L. P., a Delaware limited partnership (16.7%), Bain Capital Fund VI, L. P., a Delaware limited partnership (20.9%). 5 The general partner of Wind Point Partners IV, L. P. is Wind Point Investors IV, L. P., a Delaware limited partnership. The general partner of Wind Point Investors IV, L. P. is Wind Point Advisors, LLC, a Delaware limited liability company. 6 The general partner of Bain Capital Fund VI, L. P. is Bain Capital Partners VI, L. P., a Delaware limited partnership. The general partner of Bain Capital Partners VI, L. P. is Bain Capital Investors, LLC, a Delaware limited liability company. 7 Applicants state that no other entity holds a ten percent or greater direct or indirect interest in ETI. 4 OPCO wholly- owns the following U. S. corporations that provide resold and facilities- based local, resold long distance, and data transmission services to small and medium- sized business in various states: Advanced TelCom, Inc., offering service in Nevada, California, Washington, and Oregon; Eschelon Telecom of Arizona, Inc., offering service in Arizona; Eschelon Telecom of Colorado, Inc., offering service in Colorado; Eschelon Telecom of Minnesota, Inc.; offering service in Minnesota; Echelon Telecom of Nevada, offering service in Nevada; Telecom of Utah, Inc.; offering service in Utah; Eschelon Telecom of Oregon, Inc. and Oregon Telecom, Inc., both offering service in Oregon; and Eschelon Telecom of Washington, Inc., offering service in Washington. There are no other affiliates of ETI that offer domestic telecommunications services. 5 Applicants updated the ownership percentages of ETI in the July 21, 2006 Supplement. Bain Capital Fund VI, L. P. has a 5. 2% ownership interest in US LEC Corp., a telecommunications company. Other Bain entities, which do not have an ownership interest in ETI, own an additional 7.1% interest in US LEC Corp. Applicants state that US LEC Corp. does not provide telecommunications service in any of the markets served by ETI. 6 Applicants state that the Wind Point Partners IV, L. P. investment in ETI is made through three separate funds and multiple limited partners and that no limited partner of Wind Point Partners IV, L. P. or Wind Point Investors IV, L. P. holds a ten percent or greater ownership interest in ETI. They also state that there is no managing partner of Wind Point Advisors, LLC and that no member of Wind Point Advisors, LLC has a ten percent or greater ownership interest in ETI. The principal business of the Wind Point entities is investments, and they have no other telecommunications interests. 7 Applicants state that the Bain Capital Fund VI, L. P. investment in ETI is made through ten separate funds with multiple limited partners and that no limited partner of Bain Capital Fund VI, L. P. or Bain Capital Partners VI, L. P. owns a ten percent or greater ownership interest in ETI. They also state that Bain Capital Investors, LLC has no economic interest in Bain Capital Partners VI, L. P., that there is no managing member of Bain Capital Investors, LLC, and that no member of Bain Capital Investors, LLC has a ten percent or greater ownership interest in ETI. The principal business of the Bain entities is investments. 2 5 (2) Cecilia Seppings, Competition Policy Division, Wireline Competition Bureau, 445 12th Street, S. W., Room 5- C230, Washington, D. C. 20554; email: cecilia. seppings@ fcc. gov; (3) Gail Cohen, Competition Policy Division, Wireline Competition Bureau, 445 12th Street, S. W., Room 5- C111, Washington, D. C. 20554; e- mail: gail. cohen@ fcc. gov; (4) Susan O’Connell, Policy Division, International Bureau, 445 12th Street, S. W., Room 7- B544, Washington, D. C. 20554; email: susan. o’connell@ fcc. gov; and (5) Jim Bird, Office of General Counsel, 445 12th Street, S. W., Room 8- C824, Washington, D. C. 20554; e- mail: jim. bird@ fcc. gov. Filings and comments are also available for public inspection and copying during regular business hours at the FCC Reference Information Center, Portals II, 445 12th Street, S. W., Room CY- A257, Washington, D. C. 20554. They may also be purchased from the Commission’s duplicating contractor, Best Copy and Printing, Inc., Portals II, 445 12th Street, S. W., Room CYB402, Washington, D. C. 20554, telephone: (202) 488- 5300, fax: (202) 488- 5563, or via e-mail www. bcpiweb. com. For further information, please contact Cecilia Seppings at (202) 418- 1588, or Gail Cohen at (202) 418- 0939. - FCC - 5