**DA 06-1623**

**Released: August 11, 2006**

**DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF
XSPEDIUS COMMUNICATIONS, LLC AND ITS SUBSIDIARIES TO TIME WARNER TELECOM
INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 06-158**

**Comments Due: August 25, 2006**

**Reply Comments Due: September 1, 2006**

On August 1, 2006, Xspedius Communications, LLC ("Xspedius"), on behalf
of itself and its subsidiaries, and Time Warner Telecom Inc. ("Time
Warner Telecom") (together, the "Applicants"), filed an application,
pursuant to section 63.04 of the Commission's rules,[^1] requesting
authority to transfer control of Xspedius and its subsidiaries to Time
Warner Telecom.[^2]

Applicants submit that this transaction is entitled to presumptive
streamlined treatment under 63.03(b)(2)(i) of the Commission's rules
because the proposed transaction will result in (i) Time Warner Telecom
and its affiliates having a market share in the interstate,
interexchange market of less than 10 percent; (ii) Time Warner Telecom
and its affiliates providing competitive telephone exchange 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; (iii) neither of the Applicants being dominant with respect to any
service.[^3]

Xspedius, a Delaware limited liability company, provides competitive
telecommunications services to small and medium-sized business
customers, including local and long distance services in 20 states and
the District of Columbia.[^4]

Time Warner Telecom, a publicly held Delaware corporation, has operating
subsidiaries that provide local and long distance services in 25
states.[^5] Time Warner Telecom wholly owns Time Warner Telecom Holdings
Inc., a Delaware corporation, which wholly owns Time Warner Telecom
Holdings II LLC, a Delaware limited liability company.[^6] Time Warner
Inc., a publicly-held, media and entertainment corporation based in
Delaware, owns 23.5 percent of Time Warner Telecom.[^7] Applicants
assert that no investor in Time Warner Inc. will own a 10 percent or
greater interest in Xspedius.

Pursuant to the terms of an Agreement and Plan of Merger dated July 27,
2006, Time Warner Telecom will acquire the membership interests of
Xspedius and its subsidiaries, which will become wholly-owned
subsidiaries of Time Warner Telecom. To facilitate the transaction, Time
Warner Telecom has created a wholly-owned subsidiary named XPD
Acquisition, LLC, a Delaware limited liability company. XPD Acquisition,
LLC will merge with and into Xspedius, with Xspedius continuing as the
surviving corporation. Xspedius will also be the surviving parent
corporation of its operating subsidiaries. At the time of the
transaction, all of the ownership interests of Xspedius immediately
prior to the transaction shall cease to exist in exchange for
consideration consisting of Time Warner Telecom stock and cash received
by the owners of Xspedius. Applicants state that the proposed
transaction does not involve the transfer of any operating authority,
assets, or customers. Immediately following the closing, the Xspedius
operating subsidiaries and the Time Warner Telecom operating
subsidiaries will continue to offer

service to their customers at the same rates, terms, and conditions.[^8]

Applicants assert that the proposed transaction will serve the public
interest because (1) the combined company will benefit from increased
financial resources, economies of scale, and cost synergies, and will be
able to better compete in nationwide telecommunications markets; (2) the
transaction will be transparent to customers, and (3) the transaction
does not present any anti-competitive issues because, in the geographic
markets in which the operations of the combined organization overlap,
there are a number of other competitive and incumbent carriers.

**[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. 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 August 25, 2006** and **reply comments on or before September
1, 2006**.[^9] 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.[^10] 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.

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-   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) Cecilia Seppings, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C230, Washington, D.C. 20554;
    email: <cecilia.seppings@fcc.gov>;

(3) Jodie May, Competition Policy Division, Wireline Competition Bureau,
    445 12th Street, S.W., Room 5-C234, Washington, D.C. 20554; e-mail:
    jodie.may@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) Jim Bird, Office of General Counsel, 445 12th Street, S.W., Room
    8-C824, Washington, D.C. 20554; e-mail: <jim.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 CYB402, 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 Cecilia Seppings at (202) 418-1588, or Jodie May at (202)
418-0913.

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

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

[^2]: Applicants filed a supplement to the Application on August 7,
    2006. Applicants are also filing applications for transfer of
    control associated with authorization for international services.
    Any action on this domestic 214 application is without prejudice to
    Commission action on other related, pending applications.

[^3]: 47 C.F.R. § 63.03(b)(2)(i).

[^4]: The following wholly-owned, U.S.-based subsidiaries of Xspedius
    Parent provide intrastate

    telecommunications services in Alabama, Arizona, Arkansas, Colorado,
    Washington, D.C., Florida, Georgia, Kansas, Kentucky, Louisiana,
    Maryland, Mississippi, Missouri, North Carolina, Nevada, New Mexico,
    Oklahoma,

    South Carolina, Tennessee, Texas and Virginia: 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, Xspedius Management Co. of Chattanooga, LLC,
    Xspedius Management Co. of

    Albuquerque, LLC, Xspedius Management Co. of Austin, LLC, Xspedius
    Management Co. of Baton

    Rouge, LLC, Xspedius Management Co. of Charleston, LLC, Xspedius
    Management Co. of Colorado

    Springs, LLC, Xspedius Management Co. of Columbia, LLC, Xspedius
    Management Co. of D.C., LLC,

    Xspedius Management Co. of Dallas/Fort Worth, LLC, Xspedius
    Management Co. of El Paso, LLC,

    Xspedius Management Co. of Fort 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 Co. 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,

    Xspedius Management Co. of Tampa, LLC, Xspedius Management Co. of
    Tulsa, LLC, Xspedius

    Management Co. of Virginia, LLC.

[^5]: The following wholly-owned, U.S.-based subsidiaries of Time Warner
    Telecom provide telecommunications

    services in Arizona, California, Colorado, Florida, Georgia, Hawaii,
    Idaho, Illinois, Indiana, Kentucky, Minnesota, Mississippi, New
    Jersey, New York, Nevada, New Mexico, North Carolina, Ohio, Oregon,
    South Carolina, Tennessee, Texas, Utah, Washington, and Wisconsin:
    TW Telecom, L.P., Time Warner Telecom of Florida, L.P., Time Warner
    Telecom of Hawaii, L.P., Time Warner Telecom of New Jersey, L.P.,
    Time Warner Telecom of North Carolina, L.P., Time Warner Telecom of
    Wisconsin, L.P., Time Warner Telecom of California, L.P., Time
    Warner Telecom of Georgia, L.P., Time Warner Telecom of Indiana,
    L.P., Time Warner Telecom NY, L.P., Time Warner Telecom of Texas,
    L.P., Time Warner Telecom of Arizona, LLC, Time Warner Telecom of
    Idaho, LLC, Time Warner Telecom of Maine, LLC, Time Warner Telecom
    of Minnesota, LLC, Time Warner Telecom of New Mexico, LLC, Time
    Warner Telecom of Oregon, LLC, Time Warner Telecom of Utah, LLC,
    Time Warner Telecom of Colorado, LLC, Time Warner Telecom of
    Illinois, LLC, Time Warner Telecom of the Mid-South, LLC, Time
    Warner Telecom of Nevada, LLC, Time Warner Telecom of Ohio, LLC,
    Time Warner Telecom of South Carolina, LLC, Time Warner Telecom of
    Virginia, LLC, and Time Warner Telecom of Washington, LLC.

[^6]: Applicants state that, after completion of the proposed
    transaction, Time Warner Holdings Inc. will remain the general
    partner and 1 percent owner of Time Warner Telecom's operating
    subsidiaries, and Time Warner Holdings II LLC will remain the
    limited partner and 99 percent owner of Time Warner Telecom's
    operating subsidiaries.

[^7]: Time Warner Inc.'s cable segment and operating subsidiaries
    provide local and long distance Internet Protocol ("IP") voice
    services over cable systems and associated facilities. The Time
    Warner Inc. subsidiaries are certified local exchange carriers in 26
    states: Arizona, Arkansas, California, Florida, Hawaii, Indiana,
    Kansas, Kentucky, Louisiana, Maine, Massachusetts, Minnesota,
    Mississippi, Missouri, Nebraska, New Hampshire, New York, North
    Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee,
    Texas, West Virginia, and Wisconsin. The subsidiaries have
    applications pending to provide competitive local exchange services
    in three states: Alabama, Georgia, and New Jersey. Through its
    operating subsidiaries, Time Warner Inc. provides IP voice services
    in 13 states: California, Georgia, Hawaii, Maine, Nebraska, New
    Hampshire, New Jersey, New York, North Carolina, Ohio, South
    Carolina, Texas, and Wisconsin.

[^8]: Applicants state that the combined company will continue to assess
    the benefits of post-close

    consolidations, market coverage, and/or mergers of the operating
    entities, and that if they pursue such plans, they will seek all
    appropriate regulatory approvals.

[^9]: *See* 47 C.F.R. § 63.03(a).

[^10]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.