*Pages 1--5 from Microsoft Word - 54826.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- 250 Released: February 1, 2006 DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF ARLINGTON TELEPHONE COMPANY, THE BLAIR TELEPHONE COMPANY, EASTERN NEBRASKA TELEPHONE COMPANY, ROCK COUNTY TELEPHONE COMPANY, AND HUNTEL CABLEVISION, INC., D/ B/ A HUNTEL COMMUNICATIONS FROM HUNTEL SYSTEMS, INC. TO NOBLE HOLDINGS, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 06- 14 Comments Due: February 15, 2006 Reply Comments Due: February 22, 2006 On January 6, 2006, HunTel Systems, Inc. (“ HunTel”), Arlington Telephone Company (“ Arlington”), The Blair Telephone Company (“ Blair”), Eastern Nebraska Telephone Company, (“ Eastern Nebraska”), Rock County Telephone Company, (“ Rock County”) and HunTel Cablevision, Inc., d/ b/ a Huntel Communications (“ Cablevision”) (collectively, “Transferors”) and Noble Holdings, Inc., (“ Noble” or “Transferee”) (together, with the Transferor, the “Applicants”), filed an application, pursuant to sections 63.03 and 63.04 of the Commission’s rules, 1 seeking authority to transfer control of Arlington, Blair, Eastern Nebraska, Rock County, and Cablevision to Noble. 2 Applicants assert that this transaction is entitled to presumptive streamlined treatment under sections 63.03( b)( 2)( ii) and (iii) of the Commission’s rules. 3 The proposed transaction would result in: (1) Noble, together with all of its affiliates, having a market share in the interstate, interexchange market of less than 10%; and (2) Noble and its affiliates providing competitive telephone exchange services or exchange access services (if at all) exclusively in 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)( ii) and (iii). 1 2 geographic areas served by a dominant local exchange carrier (LEC) that is not a party to the transaction. With respect to Section 63.03( b)( 2)( ii), Dialog Telecommunications, a non-dominant carrier, provides services exclusively outside the geographic area where Noble’s dominant carrier affiliates, Georgetown Telephone Company, Oregon Farmers Mutual Telephone Company, Pymatuning Telephone Company, S& A Telephone Company, Waverly Hall Telephone, LLC, Gridley Telephone Company, Elsie and Dalton, are dominant. 4 With respect to Section 63.03( b)( 2)( iii), the Applicants and their dominant carrier affiliates have fewer than 2% of the nation’s subscriber lines and there are no overlapping or adjacent service areas. 5 HunTel, Arlington, Blair, Eastern Nebraska, Rock County, and Cablevision are Nebraska corporations. Arlington, Blair, Eastern Nebraska, and Rock County are incumbent LECs providing exchange and exchange access in the Arlington, Blair, Fort Calhoun, Kennard, Belden, Carroll, Macy, Meadow Grove, Osmond, Rosalie, Walthill, Winnebago, Bassett and Newport, Nebraska exchanges. Cablevision is competitive LEC providing exchange and exchange access in the Tekamah exchange, and is a toll reseller serving customers in those exchanges. Arlington, Blair, Eastern, Nebraska, Rock County, and Cablevision are wholly- owned by Huntel Systems, Inc. Huntel System, Inc. has two owners with a 10% or more equity interest: Hugh W. Hunt (39.33%) and Richard A. Hunt (36.25%). Noble Holdings, Inc. is a North Carolina corporation. Noble Holdings, Inc. is a holding company which does not itself provide telecommunications services at any location. Noble Holdings, Inc. is wholly- owned by American Broadband Acquisition Corp. II. American Broadband Acquisition Corp. II is owned by American Broadband Communications, LLC (49%); Signal Equity Partners II LP (40%). American Broadband Communications, LLC 6 is 4 47 C. F. R. § 63.03( b)( 2)( ii). Newcastle Holdings, Inc., a sister corporation of Noble, has filed a domestic 214 application for consent to acquire Elsie Communications Inc. (Elsie) and Dalton Telephone Company, Inc. (Dalton), two incumbent LECs that provide service in Nebraska. See Domestic Section 214 Application Filed for Transfer of Control of Elsie Communications, Inc. and Dalton Telephone Company, Inc. to Newcastle Holdings, Inc., Public Notice, WC Docket No. 06- 13, DA 06- 75 (rel. Jan. 7, 2006). 5 47 C. F. R. § 63. 03( b)( 2)( iii). 6 American Broadband Communications, Inc., (“ ABCI”), a sister corporation to American Broadband Communications LLC (“ ABCL”), holds 40% of American Georgetown, Inc., which, in turn, owns 100% of Georgetown Telephone Company, an incumbent LEC in Mississippi. Signal Equity Partners II, LP (“ Signal”), owns the remaining 60% of American Georgetown, Inc. ABCI also holds 49% of Northwest Missouri Holdings, Inc., which, in turn, holds 100% of Oregon Farmers Mutual Telephone Company, an incumbent LEC in Missouri. Signal owns the remaining 51% of Northwest Missouri Holdings, Inc. ABCL owns 49% of Eastern Kansas Holdings, Inc., which, in turn, owns 100% of S & A Telephone Company, Inc., a Kansas incumbent LEC. Signal owns the remaining 51% of Eastern Kansas Holdings, Inc. ABCL owns 49%, and signal owns 51% Pymatuning Holding Company, which owns 100% of the Pymatuning Independent Telephone Company, a Pennsylvania rural incumbent LEC. American Broadband Acquisition Corp. has a 100% interest in Waverly Hall holdings, Inc., which in turn owns 100% of Waverly Hall Telephone, LLC, an incumbent LEC in Georgia. American Broadband Acquisition Corp. has a 100% interest in Mail Holdings, Inc., which in turn owns 100% of Gridley Enterprises, Inc., which in turn owns 100% of Gridley Communications, Inc. and Gridley Telephone Co., and incumbent LEC in Illinois. 2 3 owned by William H. Tucker (48.75%) and Patrick L. Eudy, 7 (48.75%). Signal Equity Partners II, LP is owned as follows: Signal Equity Advisors II, LLC, (2.94%); Garden House, LLC, 8 (58.9%); Eurazeo, 9 a French company (23.5%). Applicants have entered into agreements pursuant to which Noble, together with its affiliate, American Broadband Capital, Inc. (“ ABB”) will acquire all of the issued and outstanding shares of each of the transferred companies from Huntel. 10 Noble will acquire 73.8% of the equity interest in those companies and ABB will acquire 26.2%. Upon successful consummation of the proposed Transaction, the transferred companies will continue to provide local and long distance telephone service to their current subscribers, as owned subsidiaries of Noble. Applicants state that the proposed transaction serves the public interest, convenience and necessity. The Applicants assert that upon consummation of the proposed transaction, the transferred companies will continue to provide high quality, modern local exchange, exchange access and long distance service to their current subscribers in a manner that will be transparent to them. The Applicants maintain that grant of this transaction will ensure that the transferred companies will become financially stronger companies as a result of their affiliation with Noble, a larger organization with greater access to financial and technical resources. 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 15, 2006 and reply comments on or before February 22, 2006. 11 Unless otherwise notified by the Commission, Applicants are permitted to transfer the 7 Mr. Eudy owns 60% of Dialog Telecommunications, a competitive LEC operating in Kentucky, Mississippi and North Carolina. 8 Eliot Nolen, a US citizen, owns approximately 95% of Garden House, LLC and does not own or control other communications businesses. 9 Eurazeo indirectly owns approximately 15.2% of Eutelsat, which it holds through a 66% interest in BlueBirds (which holds a 23% interest in Eutelsat). Eutelsat provides communications services in Europe and the Indian Ocean Region. Eurazeo also owns an 11% interest in Distacom, which owns companies providing mobile telephone service in Hong Kong and India. 10 American Broadband Capital Inc. (“ ABB”) will hold 26. 2% of the equity of transferred companies. Signal Equity Partners II owns 51% of ABB and 49% is held by American Broadband Communications, LLC. 11 See 47 C. F. R. § 63.03( a). 3