**DA 05-1781**

**Released: June 24, 2005**

**DOMESTIC SECTION 214 APPLICATION FILED FOR ACQUISITION OF ASSETS AND
TRANSFER OF CONTROL OF A.R.C. NETWORKS INC. TO EUREKA BROADBAND
CORPORATION**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 05-214**

**Comments Due: July 8, 2005**

**Reply Comments Due: July 15, 2005**

On June 8, 2005, Eureka Broadband Corporation ("Eureka Parent"),
Gillette Global Network d/b/a Eureka Networks ("Eureka"), InfoHighway
Communications Corporation ("InfoHighway"), and A.R.C. Networks, Inc.
("A.R.C. Networks," collectively with Eureka Parent, Eureka, and
InfoHighway, "Applicants"), pursuant to sections 63.03 and 63.04 of the
Commission's rules,[^1] filed an application requesting authority to
transfer control of A.R.C. Networks to Eureka Parent.[^2]

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 immediately following the transaction: (1)
Applicants and their affiliates (as defined in Section 3(1) of the
Communications Act -- "Affiliates") combined will hold less than a ten
percent (10%) share of the interstate, interexchange market; (2) to the
extent that the Applicants or their Affiliates provide U.S. local
exchange services or exchange access services, those services will be
provided only in geographic areas served by a dominant local exchange
carrier that is not a party to the proposed transaction and; (3) none of
the Applicants nor their Affiliates is dominant with respect to any U.S.
domestic telecommunications service.[^3]

Eureka Parent is a Delaware corporation that provides service, through
its operating subsidiary, Eureka, in New York and New Jersey. Eureka
Parent also holds controlling interests in Elink Telecommunications
Inc., which provides service in the District of Columbia, and Elink
Telecommunications of VA, Inc. which provides service in Virginia.
Eureka Parent is a privately-held corporation which, through its
operating subsidiaries, including Eureka, does business under the d/b/a,
Eureka Networks. The following entities own 10% or more of Eureka
Parent: AP Eurekaggn, LLC, a U.S. citizen, 27%; Trimaran Investments II,
LLC[^4], a U.S. citizen, 24%; Lazard Freres & Co., LLC, a U.S. citizen,
12%; and Gigaline, L.P., a U.S. citizen, 11%. No entity owns more than
37% of AP Eurekaggn, LLC.[^5] No entity owns or controls more than 41%
of Trimaran and no entity owns more than 50% of Lazard Freres & Co.,
LLC. Thru Line Inc., a U.S. citizen, owns 100% of Gigaline, L.P. Edward
P. Bass, a U.S. citizen, owns 100% of Thru Line Inc.

Eureka provides a variety of regulated and unregulated services,
including facilities-based Internet Services, high-speed Internet
access, Internet protocol-based application services to business
customers with bandwidth-intensive needs, and local and long distance
voice products. The primary operations of Eureka are located in the New
York City and Washington D.C. areas where Eureka works with property
owners to install network infrastructure and offer high-quality services
to building tenants. In addition to access services, the company
provides voice and other services to enterprise customers in both on-net
and off-net locations. Eureka has access to nearly 550 pre-wired
buildings, including more than 350 buildings in the New York metro area.
Eureka is wholly-owned by Eureka Parent.

InfoHighway is a Delaware corporation that provides integrated
communications solutions, including end-to-end voice and data
communications solutions primarily to business customers in major
markets in the northeastern United States and selected areas of Texas.
InfoHighway offers, through its wholly-owned subsidiary, A.R.C.
Networks, high-quality local and long distance telephone services,
point-to-point data services, high-speed Internet services, and network
design and wiring. GTCR Fund VII, L.P., a U.S. citizen, owns 71.4% of
InfoHighway.

A.R.C. Networks is a Deleware corporation that holds authority to
provide interexchange service nationwide and competitive local exchange
service in selected markets. A.R.C. Networks is authorized to provide
competitive local exchange services in California, Connecticut,
Delaware, Washington, D.C., Florida, Maine, Maryland, Massachusetts, New
Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island,
Texas, Vermont and Virginia. A.R.C. Networks is authorized as an
interexchange carrier in Arizona, Arkansas, California, Colorado,
Connecticut, Delaware, Washington D.C., Florida, Georgia, Illinois,
Indiana, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts,
Michigan, Minnesota, Missouri, Nevada, New Hampshire, New Jersey, New
York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, South
Carolina, Tennessee, Texas, Vermont and Virginia. A.R.C. Networks is
wholly-owned by InfoHighway.

On May 9, 2005, Eureka Parent and InfoHighway entered into an Agreement
and Plan of Merger ("Agreement") under which a newly created,
wholly-owned subsidiary of Eureka Parent, IH Acquisition Corporation
("IH Acquisition"), will be merged with and into InfoHighway.
InfoHighway will survive that merger and will become a direct subsidiary
of Eureka Parent. In connection with the proposed merger, each share of
preferred stock of InfoHighway will be converted into the right to
receive a portion of the merger proceeds. Following the proposed
transaction, Eureka Parent will own all of the outstanding stock of
InfoHighway, thereby making InfoHighway a direct, wholly-owned
subsidiary of Eureka Parent.

In addition, Applicants propose, over time, to migrate A.R.C. Networks´
New York and New Jersey customers to Eureka in order to consolidate
Applicants' customer bases in New York and New Jersey. Applicants do not
anticipate that the proposed migration of customers will occur at the
same time as the transfer of control. However, because the process of
migrating A.R.C. Networks' customers in New York and New Jersey is
expected to commence soon after the change in control, Applicants are
also requesting approval to complete the proposed transfer of A.R.C.
Networks' customer base to Eureka.

The Applicants assert that the proposed transfer of control is in the
public interest because it will promote competition among
telecommunications providers. In particular, the proposed transactions
will combine the strengths of Eureka and A.R.C. Networks which should
allow the combined companies to compete more effectively against
incumbent carriers and larger competitive carriers which have
substantial resources and can offer a wide range of facilities-based
service offerings. The Applicants state that A.R.C. Networks' customers
will continue to receive services under the same rates, terms and
conditions that are currently provided to them. The Applicants believe
that the proposed transaction will enhance the ability of the entities
to expand their respective operations both in terms of service area
coverage and the ability of each entity to offer customers an expanded
line of products and services. In addition, the Applicants expect that
the proposed transaction, by combining Eureka's substantial
facilities-based network and A.R.C. Network's customer base, will yield
substantial operational and financial benefits to the combined
companies.

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

The transfer of control and acquisition 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 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
July 8, 2005** and **reply comments on or before July 15, 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, 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, Best Copy and Printing,
    Inc., 445 12th Street, SW, Room CY-B402, Washington, DC 20554,
    [www.bcpiweb.com;]() phone: (202) 488-5300 fax: (202) 488-5563;

(2) Tracey Wilson-Parker Competition Policy Division, Wireline
    Competition Bureau, 445 12^th^ Street, S.W., Room 5-C212,
    Washington, D.C. 20554; e-mail: <tracey.wilson-parker@fcc.gov>;

(3) Kimberly Jackson, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C142, Washington, D.C.
    20554; e-mail: <kimberly.jackson@fcc.gov>

(4) Renee R. Crittendon, Competition Policy Division, Wireline
    Competition Bureau, 445 12^th^ Street, S.W., Room 5-C311,
    Washington, D.C. 20554; e-mail: <renee.crittendon@fcc.gov>;

(5) James Bird, Office of General Counsel, 445 12^th^ 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, SW, Room CY-A257, Washington, DC,
20554. They may also be purchased from the Commission's duplicating
contractor, Best Copy and Printing, Inc., Portals II, 445 12th Street,
SW, Room CY-B402, Washington, DC 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 Kimberly Jackson at (202) 418-7393.

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

[^2]: 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]: Trimaran Investments II, LLC holds its interests through five
    different entities, none of which individually hold more than 10% in
    Eureka Parent. Those entities are Trimaran Fund II, LLC, CIBC MB,
    Inc., CIBC Employee Private Equity Fund (Trimaran) Partners,
    Trimaran Parallel Fund II, L.P. and Trimaran Capital, LLC.

[^5]: *See* Letter from Catherine Wang and Brian M. McDermott, Swidler
    Berlin LLP, to Marlene Dortch, Secretary, Federal Communications
    Commission, WC Docket No. 05-214 (filed June 23, 2005).

[^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.