> **DA 05-1309**

**Released: May 5, 2005**

**DOMESTIC SECTION 214 APPLICATION FILED FOR ACQUISITION OF ASSETS FROM
ICG TELECOM GROUP, INC., TO XSPEDIUS COMMUNICATIONS, LLC**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 05-180**

**Comments Due: May 19, 2005**

**Reply Comments Due: May 26, 2005**

 

On April 21, 2005, ICG Telecom Group, Inc. ("ICG") and Xspedius
Communications, LLC ("Xspedius Parent"), on behalf of itself and certain
of its operating subsidiaries[^1] (collectively, "Xspedius," and
together with ICG, "Applicants"), filed an application pursuant to
sections 63.03, 63.04, and 63.24 of the Commission's rules[^2]
requesting authority to complete a transaction whereby Xspedius will
acquire certain of the assets of ICG, including certain customer
accounts.[^3]

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
Xspedius having less than a ten percent (10%) share of the interstate,
interexchange market; (2) Xspedius 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.[^4]

ICG is a Colorado corporation that provides local and long distance
telecommunications services, data services, information services, and
other communications solutions primarily to medium and large-sized
businesses, ISPs, interexchange carriers, and other telecommunications
carriers. ICG holds international resold and facilities-based Section
214 authority. ICG is a wholly-owned subsidiary of ICG Holdings, Inc., a
Colorado company, which in turn is a wholly-owned subsidiary of ICG
Communications, Inc. ("ICG Parent"). ICG Parent is wholly-owned by MCCC
ICG Holdings LLC ("MCCC"). MCCC has a greater than 10% equity interest
in another telecommunications company, Mpower Communications Corp.

Xspedius Parent is a privately-held Delaware limited liability company.
Through its subsidiaries, Xspedius provides advanced, integrated
telecommunications service targeted to residential and small business
customers, including local and long distance telephone services in
combination with enhanced communication features. Xspedius Parent is
authorized to provide competitive local and long distance
telecommunications services in 20 states and the District of
Columbia.[^5] Xspedius Parent holds international resold and
facilities-based Section 214 authority, as does its subsidiary, Xspedius
Management Co. International, LLC. The following entities own a 10% or
greater interest in Xspedius Parent: Xspedius Management Co., LLC
("XMC"), a Delaware LLC (53%), and Xspedius Holding Corp. ("XHC"), a
Delaware corporation, (47%). Thermo Telecom Partners LLC ("Thermo"), a
U.S. entity, owns 98% of XMC. James Monroe III's Grantor Trust
("Trust"), a U.S. trust, owns 99% of Thermo. Trust is wholly-owned by
James Monroe III, a U.S. citizen. XHC is owned and controlled by the
1818 Funds III, LP ("1818 Funds"), a U.S. limited partnership, (42%) and
Meritage Private Equity Funds ("Meritage"), a U.S. organization, (39%).
The general partner of 1818 Funds, Brown Brothers Harriman & Co., a U.S.
organization, owns 2% of 1818 Funds. The general partners of Meritage,
Meritage Investment Partners, LLC and Meritage Investment Partners II,
LLC, both U.S. entities, each own less than 3% of Meritage. No other
person or entity will hold a 10% or greater direct or indirect interest
in Xspedius Parent.

Pursuant to the terms of an Asset Purchase ("Agreement") dated April 6,
2005, Xspedius will acquire certain of ICG's assets related to ICG's
communications business in five markets: Birmingham, Alabama; Atlanta,
Georgia; Louisville, Kentucky; Charlotte, North Carolina; and Nashville,
Tennessee. Accordingly, Applicants are seeking approval to transfer
assets of ICG to Xspedius. The assets include fiber network, switching,
certain customers, and other related assets. The proposed transaction is
not expected to result in any loss or impairment of service to any of
the ICG customers.

Applicants assert the proposed transaction will serve the public
interest. The Applicants expect that the proposed Transaction will
increase competition in the telecommunications market by strengthing
Xspedius' position as an effective and multifaceted telecommunications
carrier. Xspedius states that acquisition of these assets will allow
Xspedius to combine its financial, technical and market resources and
expertise with similar assets of ICG, thereby enhancing its ability to
provide reliable, competitively priced services to customers. The
Applicants emphasize that, following the proposed transfer, the former
ICG customers will continue to receive services from an experienced and
qualified carrier, which will be consistent with the quality of services
currently provided by ICG. The Applicants anticipate that customers will
experience a seamless transition of service provider, and note that the
assignment of the ICG customer accounts will ensure that those customers
continue to receive uninterrupted service.

 **[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 May 19,
2005** and **reply comments on or before May 26, 2005**.[^6] Unless
otherwise notified by the Commission, Applicants are permitted to
transfer the stock and related control on the 31^st^ day after the date
of this notice.[^7] 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) Adam Kirschenbaum, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C211, Washington, D.C. 20554;
    e-mail: <adam.kirschenbaum@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 Adam Kirschenbaum, at (202) 418-7280.

 

\- **FCC** -

 

[^1]: Xspedius Management Co. Switched Services, LLC; Xspedius
    Management Co. International, LLC; Xspedius Management Co. of
    Birmingham, LLC; Xspedius Management Co. of Mobile, LLC; Xspedius
    Management Co. of Montgomery, LLC; Xspedius Management Co. of
    Atlanta, LLC; Xspedius Management Co. of Lexington, LLC; Xspedius
    Management Co. of Louisville, LLC; and Xspedius Management Co. of
    Chattanooga, LLC.

[^2]: 47 C.F.R. §§ 63.03, 63.04, and 63.24; *see* 47 U.S.C. § 214.

[^3]: 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.

[^4]: 47 C.F.R § 63.03(b)(2)(i).

[^5]: In addition to the Applicants, the following wholly-owned
    subsidiaries of Xspedius Parent provide intrastate
    telecommunications services in Alabama, Arizona, Arkansas, Colorado,
    Florida, Georgia, Kansas, Kentucky, Louisiana, Maryland,
    Mississippi, Missouri, Nevada, New Mexico, North Carolina, Oklahoma,
    South Carolina, Tennessee, Texas, and Virginia: Xspedius Management
    Co. of Albuquerque, LLC; Xspedius Management Co. of Austin, LLC;
    Xspedius Management Co. of Baton Rouge, LLC; Xspedius Management
    Col. Of Charleston, LLC; Xspedius Management Co. of Colorado
    Springs, LLC; Xspedius Management Col of Columbia, LLC; Xspedius
    Management Co. of D.C., LLC; Xspedius Management of D.C., LLC;
    Xspedius Management Co. of Dallas/Fort Worth, LLC; Xspedius
    Management Co. of El Paso, LLC; Xspedius Management Co. of Forth
    Worth, LLC; Xspedius Management Co. of Greenville, LLC; Xspedius
    Management Co. of Irving, LLC; Xspedius Management Co. of Jackson,
    LLC; Xspedius Management Co. of Jacksonville, LLC; Xspedius
    Management Co. of Kansas City, LLC; Xspedius Management Co. of Las
    Vegas, LLC; Xspedius Management Co. of Little Rock, LLC; Xspedius
    Management of Louisiana, LLC; Xspedius Management Co. of Maryland,
    LLC; Xspedius Management Co. of Pima County, LLC; Xspedius
    Management Co. of San Antonio, LLC; Xspedius Management Co. of
    Shreveport, LLC; Xspedius Management Co. of South Florida, LLC;
    Xspedius Management Co. of Spartanburg, LLC; and Xspedius Management
    of Virginia, LLC. There are no other affiliates of Xspedius that
    offer domestic telecommunications services.

[^6]: *See* 47 C.F.R. § 63.03(a).

[^7]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.