2 DA 19-1234 December 3, 2019 DOMESTIC SECTION 214 APPLICATIONS FILED FOR THE TRANSFER OF CONTROL OF AENEAS COMMUNICATIONS, LLC TO THE HARLAN FAMILY TRUST AND MRS. FIONA HARLAN STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 19-365 Comments Due: December 17, 2019 Reply Comments Due: December 24, 2019 By this Public Notice, the Wireline Competition Bureau (Bureau) seeks comment from interested parties on applications filed by the estate of Jonathan V. Harlan, Fiona Harlan, the Harlan Family Trust dated August 21, 2018 (Harlan Trust), and Aeneas Communications, LLC (Aeneas) (collectively, Applicants), pursuant to section 214 of the Communications Act of 1934, as amended, and sections 63.03-04 of the Commission’s rules, requesting consent for the transfers of control that occurred, without Commission approval, when Aeneas was transferred from Mr. Harlan to the Harlan Trust on August 21, 2018, and then, upon Mr. Harlan’s death on November 21, 2018, to Mrs. Harlan as the sole trustee of the Harlan Trust. See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. Applicants have also concurrently filed a request for special temporary authority to address the unauthorized transfers of control of Aeneas that occurred on August 21, 2018 and November 12, 2018, as described herein. Letter from Gregory W. Whitaker, Counsel for Fiona Harlan as Trustee of the Harlan Trust and for the Harlan Trust, to Marlene H. Dortch, Secretary, FCC, WC Docket No. 19-365 (filed Nov. 26, 2019). On December 3, 2019, the Bureau granted Applicants’ request for special temporary authority to authorize Aeneas to continue providing service for 60 days pending approval of the domestic section 214 applications. On December 3, 2019, Applicants filed a supplement to their domestic section 214 applications. A grant of the applications would be without prejudice to any enforcement action by the Commission for non-compliance with the Act or the Commission’s rules and without prejudice to Commission action on other related, pending applications. Concurrent with the applications in WC Docket No. 19-365, Mrs. Harlan has also filed a domestic section 214 application to transfer control of Aeneas to Southwest Tennessee Electric Membership Corporation. See Domestic Section 214 Transfer of Control of Aeneas Communications, LLC to Southwest Tennessee Electric Membership Corporation, WC Docket No. 19-364 (filed Nov. 26, 2019). Aeneas, a Tennessee limited liability company, is authorized to provide competitive local exchange carrier services throughout Tennessee and currently provides those services, in addition to long distance and other telecommunications services, in multiple counties in the state. On August 21, 2018, Mr. Harlan, a U.S. citizen, who wholly owned Aeneas and was terminally ill, assigned all of his interests in Aeneas to the Harlan Trust. Mr. and Mrs. Harlan, also a U.S. citizen, were appointed co-trustees and lifetime beneficiaries of the Harlan Trust. The transfer of Aeneas to the trust resulted in Mrs. Harlan obtaining negative control of Aeneas as co-trustee. On November 12, 2018, Mr. Harlan passed away making Mrs. Harlan the sole remaining trustee of the Harlan Trust, which continues to hold 100% of the membership interests of Aeneas. Applicants seek Commission approval for the unauthorized transfer of control Aeneas, first to the Harlan Trust and then, subsequently, to Mrs. Harlan, as an involuntary transfer of control. Applicants state that neither the Harlan Trust nor Mrs. Harlan hold an interest above 10% in any other provider of domestic telecommunications services. Applicants assert that these transactions are entitled to streamlined treatment under the Commission’s rules and that a grant of the applications would serve the public interest, convenience, and necessity. We accept these applications for filing under section 63.03(b)(1)(ii) of the Commission’s rules. 47 CFR § 63.03(b)(1)(ii). Domestic Section 214 Applications Filed for the Transfer of Control of Aeneas Communications, LLC to the Harlan Family Trust and Mrs. Fiona Harlan, WC Docket No. 19-365 (filed Nov. 26, 2019). 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 application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules and policies. Pursuant to section 63.03(a) of the Commission’s rules, 47 CFR § 63.03(a), interested parties may file comments on or before December 17, 2019, and reply comments on or before December 24, 2019. Pursuant to section 63.52 of the Commission’s rules, 47 CFR § 63.52, commenters must serve a copy of comments on the Applicants no later than the above comment filing date. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day after the date of this notice. Pursuant to section 63.03 of the Commission’s rules, 47 CFR § 63.03, parties to this proceeding should file any documents using the Commission’s Electronic Comment Filing System (ECFS): http://apps.fcc.gov/ecfs/. In addition, e-mail one copy of each pleading to each of the following: 1) Tracey Wilson, Competition Policy Division, Wireline Competition Bureau, tracey.wilson@fcc.gov; 2) Gregory Kwan, Competition Policy Division, Wireline Competition Bureau, gregory.kwan@fcc.gov; and 3) Jim Bird, Office of General Counsel, jim.bird@fcc.gov. 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), 1-888-835-5322 (tty). The proceeding in this Notice shall be treated as a “permit-but-disclose” proceeding in accordance with the Commission’s ex parte rules. Persons making ex parte presentations must file a copy of any written presentation or a memorandum summarizing any oral presentation within two business days after the presentation (unless a different deadline applicable to the Sunshine period applies). Persons making oral ex parte presentations are reminded that memoranda summarizing the presentation must (1) list all persons attending or otherwise participating in the meeting at which the ex parte presentation was made, and (2) summarize all data presented and arguments made during the presentation. If the presentation consisted in whole or in part of the presentation of data or arguments already reflected in the presenter’s written comments, memoranda or other filings in the proceeding, the presenter may provide citations to such data or arguments in his or her prior comments, memoranda, or other filings (specifying the relevant page and/or paragraph numbers where such data or arguments can be found) in lieu of summarizing them in the memorandum. Documents shown or given to Commission staff during ex parte meetings are deemed to be written ex parte presentations and must be filed consistent with rule 1.1206(b), 47 CFR § 1.1206(b). Participants in this proceeding should familiarize themselves with the Commission’s ex parte rules. For further information, please contact Tracey Wilson at (202) 418-1394 or Gregory Kwan at (202) 418-1191. FCC 3