*Pages 1--5 from Microsoft Word - 54363.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- 83 Released: January 18, 2006 DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF CERTAIN ASSETS OF CARMEL TELEPHONE SERVICES, INC. d/ b/ a SUSCOM FROM SUSQUEHANNA CABLE CO. TO COMCAST CORPORATION STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 05- 349 Comments Due: February 1, 2006 Reply Comments Due: February 8, 2006 On December 16, 2005 Susquehanna Cable Co. (“ Susquehanna”) and Comcast Corporation (“ Comcast”) (collectively, “Applicants”) filed an application, pursuant to sections 63.03 and 63.04 of the Commission’s rules, 1 seeking authority to transfer control of certain telecommunications assets of Carmel Telephone Services, Inc., d/ b/ a SusCom (“ SusCom”) from Susquehanna to Comcast. 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 Comcast and its affiliates have a market share in the interstate, interexchange market of less than 10 percent, and Comcast would provide competitive telephone exchange services or exchange access services exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction. Further, neither of the Applicants, nor their affiliates, is dominant with respect to any telecommunications service. 3 Susquehanna, a corporation organized under Pennsylvania law, operates advanced networks in six states serving approximately 225,000 customers. Susquehanna is a subsidiary of 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 Susquehanna Media Co. which, in turn, is owned by Susquehanna Pfaltzgraff Co., a privately held corporation. SusCom is a subsidiary of Susquehanna, which currently holds international 214 authority and provides telephone services in the Carmel, New York area. Comcast Corporation (“ Comcast”), a publicly- traded company organized under Delaware law, provides, through its operating subsidiaries, cable television service, high- speed Internet service, and video programming and other services to millions of customers in 35 states and the District of Columbia. There are no ten percent or greater owners of Comcast. 4 On October 31, 2005, Comcast and Susquehanna entered into an Agreement under which Comcast will acquire the cable and telecommunications assets held by Susquehanna and its subsidiaries (the “Transaction”). The Transaction will be consummated in the following steps: (1) On December 5, 2005, Susquehanna formed a new company, Comcast Phone of New York, LLC, a Delaware limited liability company; (2) Susquehanna will assign and transfer the telecommunications assets currently held by SusCom to Comcast Phone of New York, LLC, and (3) Comcast, through it subsidiaries, will acquire all of the membership interests of Comcast Phone of New York, LLC. 5 Steps (2) and (3) will occur contemporaneously. Thus, after the close of the Transaction, the telecommunications assets currently held by SusCom, and under the control of Susquehanna, will be held by Comcast Phone of New York, LLC, and under the control of its ultimate entity, Comcast. Susquehanna and Comcast entered into an Asset Purchase Agreement dated October 31, 2005 (“ Agreement”) by which Susquehanna will sell to Comcast a variety of cable television and telecommunications assets, including broadband and telephone services, located in and around Carmel, New York. In addition, Applicants wish to transfer the international 214 authorization currently held by SusCom to an entity that will be a subsidiary of Comcast upon consummation of the proposed transaction. Applicants state that the proposed transaction serves the public interest, convenience and 4 See Supplemental Letter from Jim Tomlinson, Cole, Raywid & Braverman, LLP to Marlene Dortch, Secretary, Federal Communications Commission, WC Docket No. 05- 349, at 1 (filed January 11, 2006). We note that Brian L. Roberts, a U. S. citizen and the Chairman and Chief Executive Officer of Comcast, is the beneficial owner of stock that represents 33 1/ 3 percent of the combined voting power of the two classes of Comcast’s voting common stock. Id. 5 There are several intermediary companies in the corporate organization chart between Comcast Corporation and Comcast Phone of New York, LLC. Specifically, Comcast Phone II, LLC, a Delaware limited liability company, will hold a 100 percent interest in Comcast Phone of New York, LLC. Comcast Cable Communications, LLC, a Delaware limited liability company, holds a 100 percent interest in Comcast Phone II, LLC. Comcast Holdings Corporation, a Pennsylvania corporation, holds a 100 percent interest in Comcast Cable Communications, LLC. Comcast Corporation, a publicly- traded Pennsylvania corporation, holds a 99.37 percent of the Class A Common Stock and 98.95 percent of the Class A Special Common Stock of Comcast Holdings Corporation; Sural LLC, a Delaware limited liability company, holds 100 percent of the Class B Common Stock and the remaining Class A and Class A Special Common Stock. Sural, LLC, in turn, is 100 percent held by Comcast Corporation. 2