PUBLIC NOTICE Federal Communications Commission 445 12th 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 07-4356 Released: October 19, 2007 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF BAYLAND TELEPHONE, INC. AND ITS SUBSIDIARIES BAYLAND COMMUNICATIONS, INC. AND BAYNET, INC. TO NORTHEAST COMMUNICATIONS OF WISCONSIN, INC. NON-STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 07-234 Comments Due: November 2, 2007 Reply Comments Due: November 9, 2007 On October 11, 2007, the Shareholders of Bayland Telephone, Inc. (Bayland or Transferors) filed an application pursuant to section 63.03 and 63.04 of the Commission’s rules1 requesting approval to transfer control of Bayland and its wholly owned subsidiaries, Bayland Communications, Inc., (BCI) and Baynet, Inc. (Baynet), from the current shareholders of Bayland to Northeast Communications of Wisconsin, Inc., d/b/a Nsight Telservices (Nsight or Transferee) (collectively, Applicants). The Applicant does not seek streamlined treatment for this application under section 63.03(b) of the Commission’s rules.2 Bayland, a Wisconsin corporation, is an incumbent local exchange carrier (LEC) serving a single exchange (approximately 2,350 access lines) in and around the community of Abrams in Oconto County in rural northeastern Wisconsin. Nsight, a Wisconsin corporation that operates as a holding company, is the parent company of Northeast Telephone Company, LLC (NET), a Wisconsin limited liability corporation that is an incumbent LEC serving four exchanges (approximately 8,718 access lines) in and around Pulaski, Oneida, and Mill Center in Brown County, Wisconsin, and Krakow in Shawano County, Wisconsin. Applicants state that the Bayland and NET local exchange service areas are adjacent to each other. Applicants further state that Bayland and NET have, in combination, fewer than two percent of the nation’s subscriber lines installed in the aggregate nationwide. However, because of the adjacent service areas the Applicants have identified, this application is not entitled to presumptive streamlined treatment. 1 47 C.F.R. §§ 63.03, 63.04; see 47 U.S.C. § 214. Applicants are also filing applications for the transfer of control associated with authorization for international services and radio licenses. Any action on this domestic section 214 application is without prejudice to Commission action on other related, pending applications. 2 47 C.F.R. §§ 63.03(b). 2 In addition to its incumbent LEC operations, Bayland’s wholly owned subsidiary, BCI, a Wisconsin corporation, provides competitive local exchange services to approximately 2,100 access lines in and around the communities of Oconto and Oconto Falls in Oconto County, Wisconsin, as well as in and around the communities of Marinette and Peshtigo in Marinette County in rural northeastern Wisconsin. Bayland’s wholly owned subsidiary, Baynet, a Wisconsin corporation, provides resold interstate and intrastate toll services in and around the Bayland and BCI local exchange service areas in the Abrams, Oconto, Oconto Falls, Marinette, and Peshtigo areas.3 The following U.S. citizens own at least 10 percent of the equity of Bayland: Roger L. Hermsen (15.01%); Paul G. Hermsen (14.99%); Christine C. French (14.99%); Donald LeBreck (10.30%); and Jean Ann Dassenko (10.28%). In addition to its incumbent LEC operations, Nsight’s wholly owned subsidiary, NET LEC, LLC, a Wisconsin limited liability company, provides resold long distance and competitive local exchange services in and around the cities of Green Bay, Appleton, Wassau, and Stevens Point in northeastern Wisconsin, and Iron Mountain in northern Michigan. NET LEC, LLC also owns and manages fiber optic routes from Green Bay to Iron Mountain and from Green Bay to Wausau and Merrill, Wisconsin. Nsight’s wholly owned subsidiary, Brown County CLEC, LLC, a Wisconsin limited liability company, provides competitive local exchange services in the Green Bay and Appleton, Wisconsin areas. Nsight also holds interests in various wireless providers that serve Wisconsin, Michigan, Minnesota, and Iowa. The following U.S. citizens and U.S.-based entities will own at least 10 percent of the equity of Nsight both prior to and subsequent to the proposed transaction: Ray J. Riordan (14.25%); Patrick D. Riordan (14.00%); Robert H. Riordan (13.61%); and the Estate of Eileen Harper (10.64%). Applicants state that no other individual or entity will directly or indirectly own at least 10 percent of the equity of Nsight or Bayland after the proposed transaction. The proposed transaction will be accomplished by the merger of Bayland Acquisition, Inc. (BAI), a newly formed Wisconsin corporation owned 100 percent by Nsight, with and into Bayland, with Bayland continuing as the surviving corporation. The pre-merger shares and rights of Bayland will be cancelled and extinguished, subject to various provisions for the payment of the merger consideration to consenting shareholders and dissenting shareholders. At the completion of the various merger procedures, all of the issued and outstanding common stock of Bayland will be owned by Nsight. Applicants state that the proposed transaction is in the public interest because both Bayland and Nsight have proven records of investing in their rural networks and communities, and of providing high- quality, state-of-the-art voice, data, and video services at affordable rates to their rural Wisconsin service areas, and that the transaction will ensure that the rural Wisconsin customers of Bayland and its subsidiaries will continue to receive these benefits. GENERAL INFORMATION The transfer of control identified herein has been found, upon initial review, to be acceptable for filing as a non-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 3 Applicants state that Bayland also serves as an authorized agent of TDS Metrocom to provide business telephone services in Green Bay and the Fox Cities area in northeastern Wisconsin. Applicants state that, after the completion of the proposed transaction, it is the understanding of Bayland and Nsight that TDS Metrocom will continue to provide services in Green Bay and the Fox Cities area either directly or through other agents. 3 with the Commission’s rules and policies. Pursuant to section 63.03(a) of the Commission’s rules, 47 C.F.R. § 63.03(a), interested parties may file comments on or before November 2, 2007 and reply comments on or before November 9, 2007. 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). § Electronic Filers: Comments may be filed electronically using the Internet by accessing the ECFS: http://www.fcc.gov/cgb/ecfs/ or the Federal eRulemaking Portal: http://www.regulations.gov. Filers should follow the instructions provided on the website for submitting comments. § For ECFS filers, if multiple docket or rulemaking numbers appear in the caption of this proceeding, filers must transmit one electronic copy of the comments for each docket or rulemaking number referenced in the caption. In completing the transmittal screen, filers should include their full name, U.S. Postal Service mailing address, and the applicable docket or rulemaking number. Parties may also submit an electronic comment by Internet e-mail. To get filing instructions, filers should send an e-mail to ecfs@fcc.gov, and include the following words in the body of the message, “get form.” A sample form and directions will be sent in response. § Paper Filers: Parties who choose to file by paper must file an original and four copies of each filing. If more than one docket or rulemaking number appears in the caption of this proceeding, filers must submit two additional copies for each additional docket or rulemaking number. Filings can be sent by hand or messenger delivery, by commercial overnight courier, or by first- class or overnight U.S. Postal Service mail. All filings must be addressed to the Commission’s Secretary, Office of the Secretary, Federal Communications Commission. The Commission’s contractor will receive hand-delivered or messenger-delivered paper filings for the Commission’s Secretary at 236 Massachusetts Avenue, N.E., Suite 110, Washington, D.C. 20002. The filing hours at this location are 8:00 a.m. to 7:00 p.m. All hand deliveries must be held together with rubber bands or fasteners. Any envelopes must be disposed of before entering the building. Commercial overnight mail (other than U.S. Postal Service Express Mail and Priority Mail) must be sent to 9300 East Hampton Drive, Capitol Heights, MD 20743. U.S. Postal Service first-class, Express, and Priority mail should be addressed to 445 12th Street, S.W., Washington D.C. 20554. People with Disabilities: To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty). In addition, one copy of each pleading must be sent to each of the following: 1) The Commission’s duplicating contractor, Best Copy and Printing, Inc., 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554, www.bcpiweb.com; phone: (202) 488-5300 fax: (202) 488-5563; 2) Tracey Wilson-Parker, Competition Policy Division, Wireline Competition Bureau, 445 12th Street, S.W., Room 5-A103, Washington, D.C. 20554; email: tracey.wilson-parker@fcc.gov; 4 3) Melissa Kirkel, Competition Policy Division, Wireline Competition Bureau, 445 12th Street, S.W., Room 5-C231, Washington, D.C. 20554; e-mail: melissa.kirkel@fcc.gov; 4) David Krech, Policy Division, International Bureau, 445 12th Street, S.W., Room 7-A664 Washington, D.C. 20554; email: david.krech@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 CY-B402, Washington, D.C. 20554, telephone: (202) 488-5300, fax: (202) 488-5563, or via e-mail www.bcpiweb.com. For further information, please contact Tracey Wilson-Parker at (202) 418-1394, or Melissa Kirkel at (202) 418-7958. - FCC -