> **DA 05-1372**
>
> **Released: May 18, 2005**

**DOMESTIC SECTION 214 APPLICATION FILED FOR ACQUISITION OF ASSETS, AND
TRANSFER OF CONTROL OF UNIVERSAL ACCESS, INC., DEBTOR-IN-POSSESSION, TO
VANCO DIRECT USA, LLC**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 05-187**

**Comments Due: June 1, 2005**

**Reply Comments Due: June 8, 2005**

 

On April 25, 2005, Universal Access, Inc., Debtor-in-Possession ("UAI"),
and Vanco Direct USA, LLC ("Vanco") (collectively, "Applicants"), filed
an application pursuant to sections 63.03, and 63.04 of the Commission's
rules[^1] requesting authority to transfer the control of UAI's domestic
authorization to Vanco.[^2]

Applicants assert that this transaction is entitled to presumptive
streamlined treatment pursuant to section 63.03(b)(2)(i) of the
Commission's rules because (1) the proposed transfer will result in
Vanco having less than a ten percent (10%) share of the interstate,
interexchange market; (2) Vanco will provide local exchange services
exclusively in geographic areas served by a dominant local exchange
carrier that is not a party to the transaction; and (3) neither of the
Applicants is dominant with respect to any service.[^3]

UAI is a telecommunications carrier authorized to provide
telecommunications services in 46 states and the District of Columbia.
UAI is a non-dominant carrier that provides dedicated transport circuits
to telecommunications carriers and Internet service providers and
interstate private line service. UAI is a wholly owned subsidiary of
Universal Access Global Holdings, Inc. ("UAXS"). UAXS is a publicly
traded Delaware corporation.

Vanco, a Delaware limited liability company, is a non-dominant carrier
that provides interstate private line service throughout the United
States. Vanco is 100% owned by VNO Direct Limited, a United Kingdom
corporation. VNO Direct Limited is 100% owned by Vanco Group Limited, a
United Kingdom corporation. Vanco Group Limited is 100% owned by Vanco
PLC, a United Kingdom corporation, with a majority ownership interest
currently held by Edward Allen Timpany, a United Kingdom citizen. No
other individual or entity owns 10% or more of the voting shares in
Vanco PLC.

Applicants request approval of the transfer of control pursuant to an
asset purchase agreement (the "Agreement"). Under the Agreement, Vanco
will acquire substantially all of the assets of UAI, including but not
limited to UAI's customer accounts, subject to the approval of the
United States Bankruptcy Court for the Northern District of Illinois,
Eastern Division (the "Bankruptcy Court") in the matter entitled In Re:
Universal Access Global Holdings, Inc., et al., Case No. 04 B 28747
(Jointly Administered). A copy of the order of the Bankruptcy Court
authorizing the sale will be filed with the Commission upon issuance.
Since August 2004, UAXS, UAI, and each of UAI's wholly owned domestic
subsidiaries, have been operating under the protection of the Bankruptcy
Court. The Agreement is still pending approval of the Bankruptcy Court.

Applicants assert the proposed transaction will serve the public
interest, convenience, and necessity. The Applicants state approval of
the proposed transaction is critical to ensure the continuation of high
quality, uninterrupted service to all customers. Moreover, the
Applicants expect that the acquisition will create a heightened level of
operating efficiency that will enhance the overall capacity of Vanco to
compete in the marketplace and to provide telecommunications services to
a greater number of consumers at competitive rates.

 **[GENERAL INFORMATION]{.underline}**

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. Interested parties may file **comments on or before June 1,
2005** and **reply comments on or before June 8, 2005**.[^4] Unless
otherwise notified by the Commission, Applicants are permitted to
transfer the assets and related control on the 31^st^ day after the date
of this notice.[^5] Comments may be filed using the Commission's
Electronic Comment Filing System (ECFS) or by filing paper copies. *See
Electronic Filing of Documents in Rulemaking Proceedings*, 63 Fed. Reg.
24121 (1998).

 

Comments filed through the ECFS can be sent as an electronic file via
the Internet to \<http://www.fcc.gov/e-file/ecfs.html\>. Generally, only
one copy of an electronic submission must be filed. If multiple docket
or rulemaking numbers appear in the caption of this proceeding, however,
commenters must transmit one electronic copy of the comments to each
docket or rulemaking number referenced in the caption. In completing the
transmittal screen, commenters 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 for e-mail comments, commenters
should send e-mail to ecfs@fcc.gov, and should include the following
words in the subject line "get form \<your e-mail address\>." A sample
form and directions will be sent in reply.

 

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, commenters 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 (although we continue to experience delays in receiving U.S. Postal
Service mail). The Commission's contractor, Natek, Inc., 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 mail, Express Mail, and Priority Mail should be addressed to
445 12th Street, S.W., Washington, D.C. 20554. All filings must be
addressed to the Commission's Secretary, Office of the Secretary,
Federal Communications Commission.

 

**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](http://www.bcpiweb.com/); phone: (202) 488-5300
    fax: (202) 488-5563;

 

(1) Tracey Wilson-Parker Competition Policy Division, Wireline
    Competition Bureau, 445 12th Street, S.W., Room 5-C212, Washington,
    D.C. 20554; e-mail: <tracey.wilson-parker@fcc.gov>;  

(2) Erin Boone, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C347, Washington, D.C. 20554;
    e-mail: <erin.boone@fcc.gov>

 

(3) Renee Crittendon, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C311, Washington, D.C. 20554;
    e-mail: <renee.crittendon@fcc.gov>;

 

(4) Susan O'Connell, Policy Division, International Bureau, 445 12th
    Street, S.W., Room 7-B544, Washington, D.C. 20554; email:
    [susan.o'connell@fcc.gov](mailto:cynthia.bryant@fcc.gov); and

 

(5) James Bird, Office of General Counsel, 445 12th Street, S.W., Room
    8-C824, Washington, D.C. 20554; e-mail: <james.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](http://www.bcpiweb.com/).

 

For further information, please contact Tracey Wilson-Parker, at (202)
418-1394, or Erin Boone, at (202) 418-0064.

 

\- **FCC** -

 

[^1]: 47 C.F.R. §§ 63.03 and 63.04; *see* 47 U.S.C. § 214.

[^2]: Applicants have also filed an application to transfer control of
    their International Section 214 authority. Any action on this
    domestic section 214 application is without prejudice to Commission
    action on other related pending applications.

[^3]: 47 C.F.R § 63.03(b)(2)(i).

[^4]: *See* 47 C.F.R. § 63.03(a).

[^5]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.