**DA 06-1181**

**Released: June 1, 2006**

**DOMESTIC SECTION 214 APPLICATION FILED FOR THE ACQUISITION OF ASSETS
OF COUNTY TELEPHONE COMPANY, LIMITED PARTNERSHIP AND LEC LONG DISTANCE,
INC. D/B/A CASSTEL LONG DISTANCE BY FAIRPOINT COMMUNICATIONS MISSOURI,
INC., FAIRPOINT COMMUNICATIONS, INC., AND ST LONG DISTANCE, INC. D/B/A
FAIRPOINT COMMUNICATIONS LONG DISTANCE**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 06-64**

**Comments Due: June 15, 2006**

**Reply Comments Due: June 22, 2006**

On March 13, 2006, Cass County Telephone Company, Limited Partnership
("CassTel") and LEC Long Distance, Inc. d/b/a CassTel Long Distance
("CassTel LD") (collectively, "Transferors"), FairPoint Communications
Missouri, Inc. ("FairPoint"), FairPoint Communications, Inc., and ST
Long Distance, Inc. d/b/a FairPoint Communications Long Distance
("FairPoint LD") (collectively, "Transferees"), filed an application,
pursuant to sections 63.03 and 63.04 of the Commission's rules,[^1] to
transfer certain telecommunications assets from Transferors to
Transferees.[^2]

Applicants assert that this transaction is entitled to presumptive
streamlined treatment under section 63.03(b)(2)(iii) of the rules.[^3]
With regard to 63.03(b)(2), Applicants assert that the proposed
transaction would result in: (1) the Transferees having a market share
in the interstate, interexchange market of less than 10 percent; and (2)
the Transferees providing competitive telephone exchange services or
exchange access services (if at all) exclusively in geographic areas
served by a dominant local exchange carrier that is not a party to the
transaction.[^4] With respect to section 63.03(b)(2)(iii), the
Applicants are affiliates of incumbent independent LECs that have, in
combination, fewer than 2 percent of the nation's subscriber lines, and
no overlapping or adjacent service areas.[^5]

CassTel, a Maryland limited partnership, provides wireline
telecommunications and related services, such as CLASS, voice-mail,
Internet, 911, transport, billing and collection, and directory services
in Kansas and Missouri.[^6] CassTel LD, a Missouri corporation, provides
domestic interstate and intrastate long distance services in Kansas and
Missouri. Local Exchange Company LLC, a Maryland limited liability
company, is the sole general partner of Transferor CassTel, holding 99
percent ownership interest thereof, and is the sole shareholder of
CassTel LD. Norman Chanes, a U.S. citizen, owns a 12.97 percent equity
interest in Local Exchange Company LLC. No other individual or entity
directly or indirectly owns 10 percent or more equity of Local Exchange
Company LLC.

FairPoint Communications, Inc., a Delaware corporation, owns 28 local
telephone companies in 17 states with approximately 289,000 access line
equivalents in service[^7] and provides local exchange and exchange
access services, long distance voice, data, Internet and broadband
offerings, and enhanced calling features, digital subscriber line
services, Internet access, advanced data services, and cable television
services. FairPoint Communications Missouri, Inc., a Missouri
corporation, is wholly-owned by MJD Services Corp., a Delaware
corporation, which in turn is wholly-owned by FairPoint Communications,
Inc., a Delaware corporation. ST Long Distance, Inc. d/b/a FairPoint
Communications Long Distance, a Delaware corporation, is wholly-owned by
ST Enterprises, Ltd., a Kansas corporation, which in turn, is
wholly-owned by FairPoint Communications, Inc., a Delaware corporation.
The following entities own a 10 percent or greater equity interest in
FairPoint Communications, Inc.: Thomas H. Lee Equity Fund IV, L.P., a
Delaware limited partnership (11.35%); and Wellington Management
Company, L.L.P, a Massachusetts limited liability partnership (14%). The
general partner of Thomas H. Lee Equity Fund IV, L.P. is THL Equity
Advisors, IV, LLC. THL Equity Advisors, IV, LLC as the sole General
Partner of the Thomas H. Lee Equity Fund, IV, L.P., directs the vote of
the FairPoint Communications, Inc. common stock held by Thomas H. Lee
Equity Fund, IV, L.P. Kent R. Weldon, a U.S. citizen, is a Managing
Director of Thomas H. Lee Partners, LP, the sole owner of THL Equity
Advisors IV, LLC. Wellington Management Company, L.L.P is a private
limited liability partnership whose sole business is investment
management. Perry Traquina, a U.S. citizen, serves as the President,
Chief Executive Officer, and Managing Partner of the company.

On December 14, 2005, the CassTel and FairPoint entities entered into an
Asset Purchase Agreement whereby FairPoint will acquire substantially
all of the telephone properties and related assets of CassTel necessary
for the provision of local exchange services in its exchange areas in
Missouri and adjoining exchanges in Kansas. In addition, the Asset
Purchase Agreement provides for the simultaneous transfer to FairPoint
LD of substantially all of the CassTel LD assets related to the
provision of interstate long distance.

Applicants assert that the proposed transaction serves the public
interest because: (1) it will not result in any interruption of service
and will not cause any inconvenience to the affected customers; (2) it
will result in the Transferors' customers receiving the same rates,
terms and conditions of service as they currently receive, and will
therefore be virtually transparent to them; and (3) Transferees are
established rural providers that are well positioned to offer
competitive services.

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

The transfer of the assets 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. Pursuant to sections 1.415 and 1.419 of the Commission's
rules, 47 CFR §§ 1.415, 1.419, interested parties may file **comments on
or before June 15, 2006** and **reply comments on or before June 22,
2006**.[^8] 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.[^9] 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](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.

```{=html}
<!-- -->
```
-   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 (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]{.underline} 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).

**You may submit comments, identified by the above noted docket number,
by any of the following methods:**

-   Federal eRulemaking Portal:
    [http://www.regulations.gov](http://www.regulations.gov/). Follow
    the instructions for submitting comments.

-   Federal Communications Commission's Web Site:
    <http://www.fcc.gov/cgb/ecfs/>. Follow the instructions for
    submitting comments.

-   People with Disabilities: Contact the FCC to request reasonable
    accommodations (accessible format documents, sign language
    interpreters, CART, etc.) by e-mail: <FCC504@fcc.gov> or phone:
    202-418-0530 or TTY: 202-418-0432.

**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;

(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>;

(3) Heather Hendrickson, Competition Policy Division, Wireline
    Competition Bureau, 445 12th Street, S.W., Room 5-C225, Washington,
    D.C. 20554; e-mail:
    [heather.hendrickson@fcc.gov](mailto:____@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 Heather Hendrickson at (202) 418- 7295.

\- **FCC** -

![](media/image2.wmf){width="6.944444444444445e-4in"
height="6.944444444444445e-4in"}

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

[^2]: Transferors and Transferees will be referred to as "Applicants."
    On March 15, 2006, the Applicants filed a supplement to the
    application providing an exhibit of exchange boundary maps
    referenced in the application. On March 29, 2006, the Applicants
    filed a letter supplementing their application with additional
    information relating to the ownership of FairPoint.

[^3]: 47 C.F.R. § 63.03(b)(2)(iii).

[^4]: 47 C.F.R. § 63.03(b)(2).

[^5]: 47 C.F.R. § 63.03(b)(2)(iii).

[^6]: CassTel offers wireline telecommunications and related services to
    approximately 8,000 access lines in the exchanges of Peculiar,
    Garden City, Drexel, Cleveland, East Lynn and Creighton, in rural
    Missouri, as well as adjoining portions of the West Drexel and West
    Cleveland exchanges in neighboring Kansas. The CassTel service
    territory is located approximately 30 miles south of Kansas City,
    Missouri and covers approximately 439 miles in Cass County, Missouri
    and Miami County, Kansas.

[^7]: The Applicants provided the names, states of incorporation, and
    areas served for the 28 local telephone companies owned by FairPoint
    Communications, Inc. in their March 29, 2006 letter. *See* Letter
    from Randall B. Lowe, Davis Wright Tremaine LLP, Counsel for
    Transferors, and Stephen G. Kraskin, Communications Advisory
    Counsel, LLC, Counsel for Transferees, to Marlene H. Dortch,
    Secretary, Federal Communications Commission, WC Docket No. 06-64,
    (Mar. 29, 2006).

[^8]: *See* 47 C.F.R. § 63.03(a).

[^9]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.