**DA 01-1654**

**Approved by OMB: 3060-0989**

**Average Burden Hours Per Response: 65**

**Released: July 20, 2001**

**COMMON CARRIER BUREAU ANNOUNCES PROCEDURES FOR**

**APPLICANTS REQUIRING SECTION 214 AUTHORIZATION FOR**

**ACQUISITIONS OF CORPORATE CONTROL**

This public notice announces procedures for common carriers requiring
authorization under section 214 of the Communications Act of 1934, as
amended (Act), 47 U.S.C. § 214, to acquire domestic interstate
transmission lines through an acquisition of corporate control. Under
section 214, carriers must obtain Commission approval before
constructing, acquiring, or operating an interstate transmission line.
Section 63.01 of the Commission's rules, 47 C.F.R. § 63.01, confers
blanket authority under section 214 for common carriers to construct,
acquire, and operate domestic transmission lines without prior
Commission approval. This blanket authority, however, expressly does not
apply when there is a transfer of interstate lines resulting from an
acquisition of corporate control. In that circumstance, the parties to
the transaction must file an application with the Commission and obtain
the Commission's prior consent before transferring the lines. Thus,
applications involving acquisitions of corporate control require
affirmative action by the Commission before the acquisition can
occur.[^1]

There has been some uncertainty concerning the appropriate content of a
section 214 application seeking consent to the acquisition of corporate
control of domestic interstate lines.[^2] Numerous applicants have
followed the general contours of the Commission's published rule for
international common carriers filing section 214 applications, 47 C.F.R.
§ 63.18, which we have found to be acceptable in most cases.
Nevertheless, because section 63.18 is tailored for international common
carriers, and because of the wide variety in the forms of section 214
applications we have received, we are issuing this public notice to
provide guidance to applicants on the information that they should
provide in applications involving acquisitions of corporate control.[^3]

Domestic section 214 applications involving acquisitions of corporate
control, at a minimum, should include: (1) a description of the
transaction and the parties involved; (2) a description of the type of
services the parties provide and the locations where those services are
provided; (3) a list of any applications pending or to be filed with the
Commission that relate to the same transaction; (4) a copy of the
relevant merger agreement, if any; and (5) a statement based on which
the Commission could determine, in conjunction with other record
evidence, that granting the application will serve the public interest,
convenience, and necessity.[^4] In all instances, applications for
domestic section 214 authority involving acquisitions of corporate
control should identify the application as one for "domestic" service in
the cover letter or first page of the application. Parties are permitted
to file a single domestic section 214 application for all carriers
involved in a transaction, rather than separate applications for each
carrier. Applications for international section 214 authority must be
filed separately from domestic 214 applications.

All domestic section 214 applications involving acquisitions of
corporate control must be accompanied by the relevant filing fee, and a
certification pursuant to Rules 1.2001 through 1.2003 that no party to
the application is subject to a denial of Federal benefits pursuant to
section 5301 of the Anti-Drug Abuse Act of 1988 (21 U.S.C. § 853(a)).
*See* 47 C.F.R. § 1.1105 (fee schedule); § 1.2001-2003 (Anti-Drug Abuse
certification). In addition to filing the original application and five
copies with Mellon Bank in accordance with Rules 1.1111 and 63.52(a), 47
C.F.R. §§ 1.1111, 63.52(a), applicants are requested to forward a copy
of the filed application, date-stamped by Mellon Bank, with a copy of
the FCC Form 159, and a copy of the check for fee payment, to Tracey
Wilson in the Policy and Program Planning Division, Common Carrier
Bureau, Rm. 5-C207, 445 12^th^ Street, S.W., Washington, DC 20554.

The normal public notice cycle for section 214 applications concerning
acquisitions of corporate control is 30 days, plus 15 days for
responsive pleadings, although the Bureau has adopted expedited comment
cycles in exigent circumstances. *See* 47 C.F.R. § 63.52(b)-(c).
Applicants requesting abbreviated comment cycles must provide the
specific reasons for their requests. Parties seeking streamlined
treatment for certain classes of applications are encouraged to file
comments in response to the *Streamlining NPRM* that we are releasing
today.[^5]

Applications pursuant to section 214 to discontinue domestic interstate
service to customers (including discontinuances associated with asset
acquisitions), which do not involve an acquisition of corporate control,
must be filed in accordance with Rule 63.71, 47 C.F.R. § 63.71, and are
not covered by this Public Notice.

A.  Notice to Individuals Required by the Privacy Act and the Paperwork
    Reduction Act

When an acquisition of corporate control is involved, carriers must file
a section 214 application with the Commission and obtain Commission
approval prior to consummating a proposed transaction. As noted above,
we are issuing this public notice to provide guidance to applicants on
the information that they should provide in applications involving
acquisitions of corporate control. All of the information submitted by
the various parties would be used to ensure that the applicants have
complied with their obligations under the Act prior to receiving
authorization to acquire domestic interstate transmission lines through
an acquisition of corporate control. Your response is mandatory.

The Commission has estimated that each response to this collection of
information will take, on average, 65 hours. This estimate includes the
time to read the instructions, look through existing records, gather and
maintain required data, and actually complete and review the form or
response. If you have any comments on this estimate, or on how the
Commission can improve the collection and reduce the burden it causes
you, please write the Federal Communications Commission, AMD-PERM,
Washington, D.C. 20554, Paperwork Reduction Project (3060-0989). [PLEASE
DO NOT SEND COMPLETED APPLICATION FORMS TO THIS ADDRESS]{.underline}.

[Remember]{.underline} - You are not required to respond to a collection
of information sponsored by the Federal government, and the government
may not conduct or sponsor this collection unless it displays a
currently valid Office of Management and Budget (OMB) control number or
if it fails to provide you with this notice. This collection has been
assigned an OMB control number of 3060-0989.

This notice is required by the Privacy Act of 1974, Public Law 93-579,
December 31, 1974, 5 U.S.C. § 552(a)(3) and the Paperwork Reduction Act
of 1995, Public Law 104-13, October 1,1995, 44 U.S.C. § 3507.

By the Chief, Common Carrier Bureau

FCC Common Carrier Bureau Contact: Aaron Goldberger, Policy and Program
Planning Division, 202-418-1580

News Media Contact: Michael Balmoris -- 202-418-1500

[^1]: By contrast, with acquisitions of assets, the new operator is not
    required to submit a section 214 application for Commission
    approval. The discontinuing operator, however, must file an
    application to discontinue service under Rule 63.71. Because of this
    requirement, the Commission determined that it was unlikely that a
    transaction would be structured as an asset acquisition rather than
    an acquisition of corporate control for the purpose of avoiding
    Commission review of the transaction. *See In the Matters of
    Implementation of Section 402(b)(2)(A) of the Telecommunications Act
    of 1996, Petition for Forbearance of the Independent Telephone &
    Telecommunications Alliance*, Second Memorandum Opinion and Order in
    AAD File No. 98-43, 14 FCC Rcd 11364, 11374, ¶ 17, n.55 (1999)
    (*1999 Streamlining Order*).

[^2]: *See, e.g., Application of Alascom, Inc., AT&T Corporation and
    Pacific Telecom, Inc. for Transfer of Control of ALASCOM, Inc. from
    Pacific Telecom, Inc. to AT&T Corporation,* Order and Authorization,
    11 FCC Rcd 732, 740 (1995) ("We have not adopted special rules for
    Section 214 applications for mergers and other transfers. Carriers
    have sometimes obtained such certification by filing applications
    designed to meet the general requirements of Section 214, without
    specific reference to any of our implementing rules.").

[^3]: The Commission has released today a Notice of Proposed Rule Making
    (NPRM) seeking comment on changes it should make to its rules to
    streamline the section 214 application process for acquisitions of
    corporate control involving domestic interstate carriers. *See
    Implementation of Further Streamlining Measures for Domestic Section
    214 Authorizations,* CC Docket No. 01-150, Declaratory Ruling and
    Notice of Proposed Rulemaking, FCC 01-205 (rel. July 20, 2001)
    (*Streamlining Declaratory Ruling and NPRM*).

[^4]: Applicants may also be required to submit additional information
    relevant to the transaction in response to a request by Commission
    staff. *See* 47 C.F.R. § 63.51 (requiring applicants to furnish any
    additional information that the Commission may require after a
    preliminary examination of an application filed pursuant to section
    214).

[^5]: *See supra* note 3.