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 09-1793 Released: August 11, 2009 APPLICATIONS FILED BY FRONTIER COMMUNICATIONS CORPORATION AND VERIZON COMMUNICATIONS INC. FOR ASSIGNMENT OR TRANSFER OF CONTROL PLEADING CYCLE ESTABLISHED WC Docket No. 09-95 Comments/Petitions to Deny Due: September 21, 2009 Replies/Oppositions Due: October 13, 2009 Frontier Communications Corporation (Frontier) and Verizon Communications Inc. (Verizon) (together, Applicants) filed a series of applications pursuant to sections 214 and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C. §§ 214, 310(d).1 In connection with the merger of Frontier and a wholly owned subsidiary of Verizon owning local exchange networks and other assets in Arizona, Idaho, Illinois, Indiana, Michigan, Nevada, North Carolina, Ohio, Oregon, South Carolina, Washington, West Virginia, and Wisconsin, and a portion of Verizon’s local exchange networks in California, the Applicants seek Commission approval for various assignments and transfers of control of licenses and authorizations for purposes of sections 214 and 310(d). Frontier, a publicly traded corporation, is a full service communications provider focusing on rural areas and smaller cities. Frontier provides an array of telecommunications and broadband Internet access services, including local and long distance voice, broadband Internet access data, and video, through its wholly-owned operating companies. It currently has approximately 2.3 million access lines in 24 states.2 No individual or company owns or controls 10% or more of Frontier’s stock. Verizon, a publicly traded corporation, is a full service communications provider with territories stretching across the United States and beyond.3 No individual or company owns or controls 10% or 1 See Verizon Communications Inc. and Frontier Communications Corporation Application for Consent to Assign and Transfer Control of Authority to Provide Global Facilities-Based and Global Resale International Telecommunications Services and to Assign and Transfer Control of Domestic Common Carrier Transmission Lines, Pursuant to Section 214 of the Communications Act of 1934, as Amended, WC Docket No. 09-95 (filed July 30, 2009). 2 Frontier’s current service territories are in Alabama, Arizona, California, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Michigan, Minnesota, Mississippi, Montana, Nebraska, Nevada, New Mexico, New York, Ohio, Oregon, Pennsylvania, Tennessee, Utah, West Virginia, and Wisconsin. 3 The Verizon subsidiaries that hold FCC licenses and authorizations that will be involved in this transaction are: Contel of the South, Inc. d/b/a Verizon Mid-States, Verizon California Inc., Verizon North Inc., Verizon Northwest 2 more of Verizon’s stock. Verizon proposes to create a new wholly-owned subsidiary, New Communications Holdings, Inc. (New Communications), to which it will transfer its subsidiaries owning its local wireline operations and serving long-distance customers in Arizona, Idaho, Illinois, Indiana, Michigan, Nevada, North Carolina, Ohio, Oregon, South Carolina, Washington, West Virginia, and Wisconsin as well as a small number (but not all) of Verizon’s exchanges in California, including those bordering Arizona, Nevada, and Oregon. These subsidiaries provide local exchange service and exchange access service, as well as long distance service, to approximately 4.8 million access lines. In some of these areas, these subsidiaries also provide high-speed Internet access services and multi-channel video services. On May 13, 2009, Frontier, Verizon and New Communications entered into an Agreement and Plan of Merger. Pursuant to that agreement, as described above, Verizon will transfer control of the lines and licenses described above to New Communications. Verizon will then make a pro rata distribution of New Communications’ stock to Verizon shareholders, which will be followed by an immediate stock-for- stock merger of New Communications with and into Frontier. Applicants state that New Communications shareholders will hold 68% of the merged company’s stock and current Frontier shareholders the remaining 32%, while the Board of Directors will consist of nine members appointed by Frontier and three members appointed by Verizon. No individual or company will own or control 10% or more of Frontier’s stock after the transaction. SECTION 214 AUTHORIZATIONS A. International The following applications for consent to the assignment or transfer of control of certain international section 214 authorizations have been assigned the file numbers listed below. File Number Authorization Holder Authorization Number ITC-T/C-20090528-00254 Contel of the South d/b/a Verizon Mid- States ITC-214-20080219-00081 ITC-ASG-20090528-00250 Verizon California Inc. ITC-214-20080219-00063 ITC-ASG-20090528-00251 Verizon South Inc. ITC-214-20080219-00080 ITC-ASG-20090528-00255 Verizon Long Distance LLC ITC-214-19960312-00107 ITC-214-19960812-00377 ITC-214-19971223-00813 ITC-214-20001121-00680 ITC-214-20010518-00309 ITC-214-20010713-00380 ITC-214-20011213-00630 ITC-214-20020117-00045 ITC-214-20020213-00082 ITC-214-20020402-00170 ITC-214-20020422-00209 ITC-214-20020705-00327 ITC-214-20020912-00464 Inc., Verizon South Inc., Verizon West Coast Inc., Verizon West Virginia Inc., Verizon Long Distance LLC, and Verizon Enterprise Solutions LLC. 3 ITC-ASG-20090528-00256 Verizon Enterprise Solutions LLC ITC-214-19960911-00438 ITC-214-19960223-00085 ITC-214-19971223-00811 ITC-214-20001121-00681 ITC-214-20010518-00308 ITC-214-20010713-00379 ITC-214-20011213-00632 ITC-214-20020117-00044 ITC-214-20020213-00081 ITC-214-20020402-00168 ITC-214-20020422-00211 ITC-214-20020705-00326 ITC-214-20020912-00465 ITC-T/C-20090528-00257 Verizon West Coast Inc. ITC-214-20080219-00078 ITC-T/C-20090528-00258 Verizon West Virginia Inc. ITC-214-20080219-00071 ITC-T/C-20090528-00259 Verizon North Inc. ITC-214-20080219-00082 ITC-T/C-20090528-00260 Verizon Northwest Inc. ITC-214-20080219-00079 ITC-T/C-20090730-00358 GVN Services ITC-214-20020225-00113 ITC-T/C-20090730-00359 Frontier Communications of America ITC-214-19971202-00753 ITC-T/C-20090730-00360 Commonwealth Telephone Enterprises LLC ITC-214-19960726-00343 B. Domestic The Applicants filed applications for consent to the transfer of control of domestic section 214 authority in connection with the proposed transaction. In light of the multiple applications pending before the Commission with respect to this transaction and the public interest review associated with them, Applicants’ domestic transfer of control applications are not subject to streamlined treatment.4 SECTION 310(d) APPLICATIONS The following applications for consent to the assignment or transfer of control of licenses under section 310(d) have been assigned the file numbers listed below. File No. Licensee Lead Call Sign 00038504045 Contel of the South d/b/a Verizon Mid-States KCR688 0003850809 Verizon California Inc. KFX437 0003850421 Verizon North, Inc. KAR352 0003850422 Verizon Northwest Inc. KA42310 0003851063 Verizon South Inc. KCG60 4 See Implementation of Further Streamlining Measures for Domestic Section 214 Authorizations, Report and Order, 17 FCC Rcd 5517, 5535, para. 34 (2002). 5 This application has been designated the lead application for the wireless radio services, and all pleadings and other submissions filed in this matter that pertain generally to the transaction and not to a particular application will be available through this file number in ULS at http://wireless.fcc.gov/uls/. 4 0003850821 Verizon West Coast Inc. KML48 0003850823 Verizon West Virginia Inc. KDS854 0003889014 Citizens Telecommunications Company of California, Inc. KLR825 0003889026 Citizens Telecommunications Company of Idaho KM4327 0003889033 Citizens Telecommunications Company of Illinois KK8342 0003889034 Citizens Telecommunications Company of Minnesota, LLC KBR884 0003889025 Citizens Telecommunications Company of Montana KOY43 0003888872 Citizens Telecommunications Company of Nevada KNKH927 0003889023 Citizens Telecommunications Company of New York, Inc. KEH87 0003889022 Citizens Telecommunications Company of Oregon KDC511 0003889003 Citizens Telecommunications Company of Tennessee LLC WAU236 0003889002 Citizens Telecommunications Company of the White Mountains, Inc. KCY462 0003889016 Citizens Telecommunications Company of Utah KFI82 0003889036 Citizens Telecommunications Company of West Virginia KNFC370 0003889032 Citizens Utilities Rural Company, Inc. KNLW337 0003889048 Commonwealth Telephone Company LLC KNCC221 0003889051 Commonwealth Telephone Enterprises, LLC WPCI804 0003889041 Frontier Communications - St. Croix LLC KNKB566 0003889028 Frontier Communications Corporation WQKA212 0003889000 Frontier Communications of Ausable Valley, Inc. KLJ484 0003888996 Frontier Communications of Breezewood, LLC WNPZ358 0003888995 Frontier Communications of Canton, LLC KC2546 0003889042 Frontier Communications of Indiana Inc. KRZ731 0003892703 Frontier Communications of Mondovi LLC WXS416 0003888993 Frontier Communications of Oswayo River, LLC WPTQ276 0003889047 Frontier Communications of Viroqua LLC KRS673 0003886522 Frontier Communications of Wisconsin LLC KJD628 0003888946 Navajo Communications Company, Inc. KCY239 0003889039 NCC Systems, Inc. WPRB360 0003888965 Rhinelander Telephone LLC KLF637 EX PARTE STATUS OF THIS PROCEEDING Pursuant to section 1.1200(a) of the Commission’s rules,6 the Commission may adopt modified or more stringent ex parte procedures in particular proceedings if the public interest so requires. We announce that this proceeding will be governed by permit-but-disclose ex parte procedures that are applicable to non-restricted proceedings under section 1.1206 of the Commission’s rules.7 6 47 C.F.R. § 1.1200(a). 7 Id. § 1.1206. 5 We direct parties making oral ex parte presentations to the Commission’s statement re- emphasizing the public’s responsibility in permit-but-disclose proceedings. Parties are reminded that memoranda summarizing the presentation must contain the presentation’s substance and not merely list the subjects discussed.8 More than a one- or two-sentence description of the views and arguments presented is generally required.9 Other rules pertaining to oral and written presentations are set forth in section 1.1206(b) as well.10 We urge parties to use the Electronic Comment Filing System (ECFS) to file ex parte submissions. GENERAL INFORMATION The applications referenced herein have been found, upon initial review, to be acceptable for filing. The Commission reserves the right to return any application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules or policies. Final action on these applications will not be taken earlier than thirty-one days following the date of this Public Notice.11 Interested parties must file comments or petitions to deny no later than September 21, 2009. Persons and entities that timely file comments or petitions to deny may participate fully in the proceeding, including seeking access to any confidential information that may be filed under a protective order (subject to the restrictions contained in the protective order) and seeking reconsideration of decisions. Replies or oppositions to comments and petitions must be filed no later than October 13, 2009. All filings concerning matters referenced in this Public Notice should refer to DA 09-1793 and WC Docket No. 09-95, as well as the specific file numbers of the individual applications or other matters to which the filings pertain. Under the Commission’s procedures for the submission of filings and other documents,12 submissions in this matter may be filed electronically (i.e., though ECFS) or by hand delivery to the Commission’s Massachusetts Avenue location. § Electronic Filers:13 Comments may be filed electronically using the Internet by accessing the ECFS: http://www.fcc.gov/cgb/ecfs/. In completing the transmittal screen, filers should include their full name, U.S. Postal Service mailing address, and the applicable docket number. Parties also may 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. 8 See Commission Emphasizes the Public’s Responsibilities in Permit-But-Disclose Proceedings, Public Notice, 15 FCC Rcd 19945 (2000). 9 See 47 C.F.R. § 1.1206(b)(2). 10 Id. § 1.1206(b). 11 See 47 U.S.C. § 309(b). 12 See Implementation of Interim Electronic Filing Procedures for Certain Commission Filings, Order, 16 FCC Rcd 21483 (2001); see also Reminder: Filing Locations for Paper Documents and Instructions for Mailing Electronic Media, Public Notice, 18 FCC Rcd 16705 (2003); FCC Announces a New Filing Location for Paper Documents and a New Fax Number for General Correspondence, Public Notice, 16 FCC Rcd 22165 (2001). 13 See Electronic Filing of Documents in Rulemaking Proceedings, GC Docket No. 97-113, Report and Order, 13 FCC Rcd 11322 (1998). 6 § Paper Filers: Parties who choose to file by paper must file an original and four copies of each filing. Filings can be sent by hand or messenger delivery, by commercial overnight courier, or by first-class or overnight U.S. Postal Service mail (although we continue to experience delays in receiving 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. One copy of each pleading must be delivered electronically, by e-mail or facsimile, or if delivered as paper copy, by hand or messenger delivery, by commercial overnight courier, or by first- class or overnight U.S. Postal Service mail (according to the procedures set forth above for paper filings), to the Commission’s duplicating contractor, Best Copy and Printing, Inc., at fcc@bcpiweb.com or 202 / 488-5563 (facsimile). Additionally, filers must deliver courtesy copies by email or facsimile to the following Commission staff: 1) Alex Johns, Competition Policy Division, Wireline Competition Bureau, at alexis.johns@fcc.gov or (202) 418-1413 (facsimile); 2) Jeff Tobias, Mobility Division, Wireless Telecommunications Bureau, at jeff.tobias@fcc.gov or (202) 418-7224 (facsimile); 3) David Krech, Policy Division, International Bureau, at david.krech@fcc.gov or (202) 418-2824 (facsimile); and 4) Jim Bird, Office of General Counsel, at jim.bird@fcc.gov or (202) 418-2822 (facsimile). Copies of the Applications and any subsequently-filed documents in this matter may be obtained from Best Copy and Printing, Inc., in person at 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554, via telephone at (202) 488-5300, via facsimile at (202) 488-5563, or via e-mail at fcc@bcpiweb.com. The Applications and any associated documents are also available for public inspection and copying during normal reference room hours at the following Commission office: FCC Reference Information Center, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. The Applications also are available electronically through the Commission’s ECFS, which may be accessed on the Commission’s Internet website at http://www.fcc.gov. 7 People with Disabilities: To request this Public Notice in accessible formats (computer diskette, large print, audio recording, and Braille) send an email to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at (202) 418-0530 (voice), (202) 418-0432 (tty). For further information, contact Alex Johns, Competition Policy Division, Wireline Competition Bureau, at (202) 418-1167; Jeff Tobias, Mobility Division, Wireless Telecommunications Bureau, at (202) 418-1617; or David Krech, Policy Division, International Bureau, at (202) 418-7443. – FCC –