**DA 03-1126**

**Released: April 10, 2003**

**DOMESTIC SECTION 214 APPLICATION FILED FOR ACQUISITION OF ASSETS OF
BROADWING COMMUNICATIONS SERVICES, INC. BY C III COMMUNICATIONS
OPERATIONS, LLC**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 03-94**

On March 14, 2003, Broadwing Telecommunications Inc. (Broadwing-TI"),
Broadwing Communications Services Inc. ("Broadwing-CSI") and C III
Communications Operations, LLC ("C III Ops") (together Applicants),
filed an application, pursuant to sections 63.03 and 63.04 of the
Commission's rules,[^1] for consent to the acquisition of assets of
Broadwing-TI and Broadwing-CSI by C III Ops.[^2]

Applicants assert that this transaction is entitled to presumptive
streamlined treatment pursuant to section 63.03(b)(2)(i). Applicants
assert that the transaction would result in the transferee having a
market share in the interstate, interexchange market off less than 10
percent; the transferee would provide 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; and neither of the Applicants is dominant
with respect to any service.

Broadwing-TI, a Delaware corporation, is a wholly-owned subsidiary of
Broadwing-CSI, a Delaware corporation. Broadwing-CSI is a wholly-owned
subsidiary of Broadwing Communications Inc., a Delaware corporation,
which in turn is a wholly owned subsidiary of Broadwing Inc., an Ohio
Corporation. Broadwing-TI and Broadwing-CSI are currently authorized to
provide long distance services in all 48 contiguous states.

C III Ops is a Delaware limited liability company that is wholly owned
by C III Communications, LLC ("C III"), which is a privately held
Delaware limited liability company. Corvis Corporation ("Corvis"), a
Delaware corporation, is the majority and controlling owner of C III. C
III Ops is in the process of obtaining authorizations to provide long
distance services throughout the United States.

On February 22, 2003, the Applicants entered into an Agreement for the
Purchase and Sale of Assets ("Agreement") pursuant to which
Broadwing-CSI would sell to C III its entire broadband business, which
includes interstate and intrastate long distance and private line
services. C III, through its wholly-owned subsidiary, C III Ops, would
continue to provide services to all of Broadwing-CSI's and Broadwing
TI's existing customers under the trade name "Broadwing." Substantially
all of the assets of Broadwing-CSI, including all of the assets and
customers of Broadwing-TI, will be transferred to C III Ops. In
addition, C III Ops would retain all of Broadcasting-CSI's employees.

The Applicants assert that granting this application will serve the
public interest, convenience, and necessity by ensuring continuity of
service to Broadwing-CSI's and Broadwing-TI's customers. Further, with
the enhanced financial resources contributed by Corvis and Cequel III,
Applicants claim the company will be in a better position to provide
services to customers, thereby promoting competition in the domestic
interexhange service markets.

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

The transfer of 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 assets
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 within 14 days** and
**reply comments within 21 days** of this notice.[^3] Unless otherwise
notified by the Commission, an applicant is permitted to transfer
control of the domestic lines or authorization to operate on the 31^st^
day after the date of this notice.[^4] 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 an e-mail to ecfs@fcc.gov, and should include the following
words in the body of the message, \"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
appear 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, Vistronix, 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, SW, 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, Qualex International, 445
    12^th^ Street, S.W., Room CY-B402, Washington, D.C. 20554; e-mail:
    <qualexint@aol.com;> facsimile: (202) 863-2898; phone: (202)
    863-2893.

(2) Tracey Wilson, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C437, Washington, D.C.
    20554; e-mail: [twilson@fcc.gov](mailto:jmyles@fcc.gov), and

(3) Dennis Johnson, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 6-A461, Washington, D.C.
    20554; e-mail: <dcjohnso@fcc.gov>, and

(4) William Dever, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C266, Washington, D.C.
    20554; e-mail: [wdever@fcc.gov](mailto:dcjohnso@fcc.gov); and

(5) Imani Ellis-Cheek, Telecommunications Division, International
    Bureau, 445 12^th^ Street, S.W., Room 6-A739, Washington, D.C.
    20554; email: <iellis@fcc.gov>; and

(6) Nandan Joshi, Office of General Counsel, 445 12^th^ Street, S.W.,
    Room 8-A820, Washington, D.C. 20554; e-mail: <njoshi@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, SW, Room CY-A257, Washington, DC,
20554. They may also be purchased from the Commission\'s duplicating
contractor, Qualex International, Portals II, 445 12th Street, SW, Room
CY-B402, Washington, DC, 20554, telephone 202-863-2893, facsimile
202-863-2898, or via e-mail <qualexint@aol.com>.

For further information, please contact Tracey Wilson, at (202)
418-1394, Dennis Johnson (202) 418-0809, or William Dever, Competition
Policy, Wireline Competition Bureau at (202) 418-1578.

\- **FCC** -

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

[^2]: Applicants have also filed transfer of control applications
    related to international services. Any action on this domestic 214
    application is without prejudice to Commission action on other
    related pending applications.

[^3]: *See* 47 C.F.R. § 63.03(a).

[^4]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.