**DA 01-2814**

**Released: December 3, 2001**

**COMMISSION SEEKS COMMENT ON APPLICATION FILED BY NEVD HOLDINGS, LLC
("NEVD"), FOR TRANSFER OF CONTROL TO CONVERSENT HOLDINGS, INC.**

**Pleading Cycle Established**

**CC Docket No. 01-314**

On October 18, 2001, NEVD Holdings, LLC ("NEVD"), and M/C Venture
Partners V, L.P. ("M/C V") filed an application requesting authority
pursuant to section 214 of the Communications Act of 1934, as amended
("the Act"), 47 U.S.C. § 214, and Section 63.01 of the Commission's
Rules to complete a transfer of corporate control.[^1] On November 5,
2001, NEVD, together with M/C V, M/C Venture Investors LLC and Chestnut
Venture Partners, L.P. (collectively, the "Investors"), filed an amended
application.[^2] Under the terms of the proposed transaction, as
amended, NEVD would undergo a corporate reorganization by contributing
the ownership of its operating subsidiaries to a newly-created entity,
Conversent Holdings, Inc. ("Conversent"). Once completed, the Investors
would make an equity investment in Conversent in exchange for
approximately 35 percent of the voting power of Conversent on a
fully-diluted basis. With this equity ownership, the Investors would
have the right to nominate two directors to Conversent's five-member
Board of Directors. NEVD would have the right to appoint the remaining
three directors, one of whom will be subject to Investors' approval,
which approval may not be unreasonably withheld. As part of this
transaction, the Investors would obtain certain approval rights over a
variety of corporate matters, including Conversent's annual budget and
any changes to senior management. Finally, beginning four years after
the consummation of the transaction, Investors will, at specified times,
have the right to exercise voting control over the Board of Directors so
as to enable the Investors to effectuate a sale of Conversent if
Conversent has not theretofore been sold.

NEVD is a Rhode Island limited liability company. It is the holding
company for a number of direct and indirect subsidiaries that provide a
variety of communications services, including local exchange, long
distance, international, and data services to customers in the
Mid-Atlantic and New England regions. Conversent will be formed as a
Delaware corporation. It currently does not have any subsidiaries, and
does not provide any telecommunications services.

The Investors are a group of related private equity firms. The general
partner of M/C V is M/C VP V LLC. The managers of M/C VP V LLC are James
F. Wade, Peter H.O. Claudy, David D. Croll, and Matthew J. Rubins. The
general partner of Chestnut Venture Partners, L.P. is Chestnut Street
Partners, Inc. David D. Croll is president and 100 percent shareholder
of Chestnut Street Partners, Inc. The managers of M/C Investors Venture
LLC are James F. Wade, Peter H.O. Claudy, and David D. Croll.

NEVD and the Investors propose to effectuate a two-step transaction. In
step one, NEVD would convert to a corporation by contributing the
ownership of its subsidiaries to Conversent. In exchange, NEVD would
receive capital stock in Conversent. Therefore, the ultimate ownership
and control of NEVD's current direct and indirect subsidiaries would
remain unchanged as a result of step one of the proposed transactions.

Conversent would issue new preferred stock to the Investors. Following
this investment and on a fully-diluted basis, voting equity of
Conversent would be held as follows: NEVD, approximately 50 percent (the
exact percentage will be slightly in excess of 50 percent); the
Investors, approximately 35 percent; and various individuals, including
managers and employees of the Conversent entities, approximately 15
percent.

Various operating subsidiaries of NEVD are authorized to provide
domestic interstate services pursuant to Section 63.01 of the
Commission's Rules, 47 C.F.R. § 63.01.[^3] NEVD's operating subsidiaries
currently provide local exchange, long distance, international, and data
services to customers in the Mid-Atlantic and New England region.[^4]
NEVD and the Investors assert that the proposed transaction will serve
the public interest, convenience, and necessity because the proposed
transaction involves no change in the entity providing service to
customers nor does it propose any change to the terms and conditions of
such service.[^5]

DOMESTIC SECTION 214 APPLICATION

Part 63 -- Domestic Service (47 C.F.R. § 63.01)

NEVD Holdings, LLC and M/C Venture Partners V, L.P., request
authorization for transfer of control.

[GENERAL INFORMATION]{.underline}

The transfer of control request identified herein has been found, upon
initial review, to be acceptable for filing. 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
petitions to deny within 30 days following the release of this Public
Notice.[^6] Final action will not be taken on the applications earlier
than 31 days following the date of this Public Notice.[^7]

All filings concerning any or all matters in this Public Notice should
refer to **CC Docket No. 01-314.** An original and 4 copies of all
pleadings, in accordance with Section 1.51(c) of the Commission's rules,
47 C.F.R. § 1.51(c), must be filed with the Commission's Secretary,
Magalie Roman Salas, 445 12^th^ Street, S.W., TW-B204, Washington, D.C.
20554. In addition, one copy of each pleading must be delivered to each
of the following: (1) Qualex International, Portals II, 445 12th Street,
S.W., Room CY-B402, Washington, D.C., 20554, telephone (202) 863-2893,
facsimile (202) 863-2898; (2) Janice Myles, Common Carrier Bureau, 445
12^th^ Street, S.W., 5-B145, Washington, D.C. 20554; (3) Nandan Joshi,
Office of General Counsel, 445 12^th^ Street, S.W., 8-A820, Washington,
D.C. 20554; (4) William Dever, Common Carrier Bureau, 445 12 Street,
S.W., 5-C266, Washington, D.C. 20554.

In addition to filing paper pleadings, parties may also file pleadings
using the Commission's Electronic Comment Filing System (ECFS). *See*
Electronic Filing of Documents in Rulemaking Proceedings, 63 Fed. Reg.
24,121 (1998). Pleadings filed through the ECFS can be sent as an
electronic file via the Internet to
<http://www.fcc.gov/e-file/ecfs.html>. Generally,

one copy of an electronic submission must be filed. If multiple docket
or rulemaking numbers

appear in the caption of this proceeding, however, filers must transmit
one electronic copy of the pleading to each docket or rulemaking number.
Parties may also submit an electronic pleading by Internet e-mail. To
obtain filing instructions for e-mail pleadings, filers should send an
e-mail to <ecfs@fcc.gov>, and 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. This document may also be purchased
from the Commission\'s duplicating contractor, Qualex International,
Portals II, 445 12th Street, S.W., Room CY-B402, Washington, D.C.,
20554, telephone (202) 863-2893, facsimile (202) 863-2898, or via e-mail
<qualexint@aol.com>**.**

For further information, contact Tracey Wilson, at (202) 418-1394 or
Bill Dever, Policy and Program Planning Division, Common Carrier Bureau
at (202) 418-1578.

[^1]: *See* Application for Authority under Section 214 of the
    Communications Act of 1934, as amended, for *pro forma* Transfer of
    Control of a Common Carrier Providing Domestic Interstate Service,
    CC Docket No. 01-314 (filed October18, 2001) (NEVD Application).

[^2]: *See* Amended Application for Authority under Section 214 of the
    Communications Act of 1934, as amended, for a transfer of Control of
    a Common Carrier Providing Domestic Interstate Service, CC Docket
    No. 01-314 (filed November 5, 2001) (Amended Application).

[^3]: Id. at 2.

[^4]: Id. at 3. Applicants have filed a separate application with the
    International Bureau pursuant to Rule 63.18(e)(3) to transfer
    control of international section 214 authorizations held by NEVD
    subsidiaries.

[^5]: Id. at 4.

[^6]: *See, e.g.*, 47 C.F.R. § 63.52(c).

[^7]: *See* 47 C.F.R. § 63.52(b).