*Pages 1--5 from Microsoft Word - 54237.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- 44 Released: January 10, 2005 DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF NATIONAL MOBILE COMMUNICATIONS CORP., D/ B/ A SOVERNET, TO ATLANTIC TELE- NETWORK, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 05- 358 Comments Due: January 24, 2006 Reply Comments Due: January 31, 2006 On December 27, 2005, National Mobile Communications Corp., d/ b/ a SoVerNet (“ NMC” or “Transferee”), filed an application pursuant to sections 63.03 and 63.04 of the Commission’s rules 1 seeking authority to transfer control of NMC to Atlantic Tele- Network, Inc. (“ ATN”). 2 Applicants assert that this transaction is entitled to presumptive streamlined treatment under section 63.03( b)( 2)( iii) of the Commission’s rules because this proposed transaction would result in ATN (and its affiliates) having a market share in the interstate interexchange market of less than 10 percent, and NMC will continue to provide competitive telephone exchange services or exchange access services (if at all) exclusively in geographic areas served by a dominant local exchange carrier that is not a party to this transaction. In addition, neither NMC nor ATN is dominant with respect to U. S. domestic telecommunications service. 3 NMC is a corporation organized under Massachusetts law that offers domestic intrastate and interstate telecommunications services in Vermont, its primary market. NMC is also 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)( iii). 1 2 licensed in New Hampshire, but does not currently serve any customers within that state. NMC is wholly- owned by SoVerNet, Inc., a Vermont holding company. ATN, a Delaware corporation, is publicly traded on the American Stock Exchange under the symbol “ANK,” and is a telecommunications services provider. Neither ATN nor any of its affiliates provides domestic telecommunications services to New Hampshire or Vermont at present. Cornelius B. Prior, a U. S. citizen who is the Chairman of ATN, owns 59.14% of ATN. ATN owns SoVerNet Holding Corporation (“ SoVerNet Holdings”), a Delaware corporation that, in turn, wholly- owns ATN VT Sub, Inc., a Vermont corporation, through which the proposed transaction will be consummated. Pursuant to the Agreement and Plan of Merger executed on December 21, 2005, ATN will attain over 95% of the ownership interest and control of NMC, through the merger of ATN VT Sub, Inc., with and into SoVerNet, Inc. Post- merger, SoVerNet, Inc. will continue as the surviving corporation. Upon completion of the transaction, NMC will continue to be wholly-owned by SoVerNet, Inc., which, in turn, will be wholly- owned by SoVerNet Holdings. At the time of the merger, SoVerNet Holdings will issue common stock to a new, minority shareholder such that, post- close, ATN will hold 96% of the common stock and 100% of the preferred stock of SoVerNet Holdings, and the new shareholder will hold the remaining 4% of the common stock of SoVerNet Holdings. No other person or entity will own a 10% or greater ownership interest in NMC under the Commission’s ownership attribution rules. Closing is contingent upon receipt of all necessary regulatory approvals, among other things. Applicants state that the proposed transaction will serve the public interest, convenience and necessity because it will allow increased availability and competition in the provision of domestic telecommunications services. They further state that the proposed transfer of control does not involve any assignment of authorizations or change in the carrier providing services to customers, and will thus be transparent to customers. Additionally, the Applicants assert that the pro- competitive benefits of the proposed transaction will place NMC on firm financial footing, preserve competition, and will not be diminished by anticompetitive effects. According to Applicants, no competitors would be eliminated from any market for telecommunications services as a result of the proposed transaction, and neither the Applicant nor any of its affiliates control or hold substantial interest in any dominant telecommunications carrier. 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 January 24, 2006 and reply comments on or before January 31, 2006. 4 Unless otherwise notified by the Commission, Applicants are permitted to transfer the 4 See 47 C. F. R. § 63.03( a). 2 5 5