**DA 06-1523**

**Released: July 26, 2006**

**DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF
MOUNTAIN TELECOMMUNICATIONS, INC.**

**TO ESCHELON TELECOM, INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 06-141**

**Comments Due: August 9, 2006**

**Reply Comments Due: August 16, 2006**

On July 7, 2006, Mountain Telecommunications, Inc. ("MTI") and Eschelon
Telecom, Inc. ("ETI") (together, the "Applicants"), filed an
application, pursuant to section 63.04 of the Commission's rules,[^1]
requesting authority to transfer control of MTI to ETI.[^2] MTI holds
authorizations under section 214 of the Communications Act to provide
domestic telecommunications service.

Applicants submit that this transaction is entitled to presumptive
streamlined treatment under 63.03(b)(2)(i) of the Commission's rules
because (i) ETI, as the transferee, will hold less than a ten percent
share of the interstate, interexchange market; (ii) ETI, as the
transferee, will provide competitive telephone exchange or exchange
access services, if at all, exclusively in geographic areas served by
dominant local exchange carriers (none of which are a party to the
proposed transactions) and; (iii) neither of the Applicants is dominant
with respect to any service.[^3]

MTI is a privately-owned Delaware corporation and the parent corporation
of Mountain Telecommunications of Arizona (MTA). MTA is an Arizona
corporation that provides resold local and long distance voice and data
transmission services to small and medium sized businesses in Arizona.

ETI, a Delaware corporation, is authorized to provide telecommunications
services in California, Idaho, New Mexico, and New York, but currently
provides only long distance resale service to one business customer in
New York. Eschelon Operating Company ("OPCO"), a Minnesota corporation,
functions as a holding company and is a direct, wholly-owned subsidiary
of ETI.[^4] Mountain Acquisition Corp, a Delaware corporation, is a
newly created, direct, wholly-owned subsidiary of OPCO. The following
entities own a ten percent or greater direct or indirect interest in
ETI: Wind Point Partners IV, L.P., a Delaware limited partnership
(16.7%), Bain Capital Fund VI, L.P., a Delaware limited partnership
(20.9%).[^5] The general partner of Wind Point Partners IV, L.P. is Wind
Point Investors IV, L.P., a Delaware limited partnership. The general
partner of Wind Point Investors IV, L.P. is Wind Point Advisors, LLC, a
Delaware limited liability company.[^6] The general partner of Bain
Capital Fund VI, L.P. is Bain Capital Partners VI, L.P., a Delaware
limited partnership. The general partner of Bain Capital Partners VI,
L.P. is Bain Capital Investors, LLC, a Delaware limited liability
company.[^7] Applicants state that no other entity holds a ten percent
or greater direct or indirect interest in ETI.

Pursuant to an agreement and plan of merger, dated June 30, 2006,
Mountain Acquisition Corp. will be merged into MTI, with MTI being the
surviving corporation. As a result, the separate corporate existence of
Mountain Acquisition Corp. will cease, and MTI will continue as a
wholly-owned subsidiary of OPCO, which will, in turn, continue to be
wholly-owned by ETI.

The Applicants state that the proposed transaction serves the public
interest because (1) the transaction will be transparent to MTI's
customers, and they will continue to receive telecommunications services
under existing rates, terms, and conditions; (2) the transaction will
increase competition by strengthening ETI's position in the markets it
serves; and (3) the transaction will not have anti-competitive effects
because, although MTI and ETI both provide service in Arizona, their
market share post-merger will not exceed ten percent, and there are
other competitors in the market.

**[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 9, 2006** and **reply comments on or before August 16,
2006**.[^8] 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.[^9] 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) Gail Cohen, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C111, Washington, D.C. 20554;
    e-mail: gail.cohen@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 Gail Cohen at (202) 418-0939.

\- **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 July 21, 2006.
    *See* Letter from Dennis D. Ahlers, Eschelon Telecom, Inc., to
    Marlene H. Dortch, FCC, WC Docket No. 06-141 (filed July 21, 2006)
    (*July 21, 2006 Supplement*). 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]: OPCO wholly-owns the following U.S. corporations that provide
    resold and facilities-based local, resold long distance, and data
    transmission services to small and medium-sized business in various
    states: Advanced TelCom, Inc., offering service in Nevada,
    California, Washington, and Oregon; Eschelon Telecom of Arizona,
    Inc., offering service in Arizona; Eschelon Telecom of Colorado,
    Inc., offering service in Colorado; Eschelon Telecom of Minnesota,
    Inc.; offering service in Minnesota; Echelon Telecom of Nevada,
    offering service in Nevada; Telecom of Utah, Inc.; offering service
    in Utah; Eschelon Telecom of Oregon, Inc. and Oregon Telecom, Inc.,
    both offering service in Oregon; and Eschelon Telecom of Washington,
    Inc., offering service in Washington. There are no other affiliates
    of ETI that offer domestic telecommunications services.

[^5]: Applicants updated the ownership percentages of ETI in the *July
    21, 2006 Supplement*. Bain Capital Fund VI, L.P. has a 5.2%
    ownership interest in US LEC Corp., a telecommunications company.
    Other Bain entities, which do not have an ownership interest in ETI,
    own an additional 7.1% interest in US LEC Corp. Applicants state
    that US LEC Corp. does not provide telecommunications service in any
    of the markets served by ETI.

[^6]: Applicants state that the Wind Point Partners IV, L.P. investment
    in ETI is made through three separate funds and multiple limited
    partners and that no limited partner of Wind Point Partners IV, L.P.
    or Wind Point Investors IV, L.P. holds a ten percent or greater
    ownership interest in ETI. They also state that there is no managing
    partner of Wind Point Advisors, LLC and that no member of Wind Point
    Advisors, LLC has a ten percent or greater ownership interest in
    ETI. The principal business of the Wind Point entities is
    investments, and they have no other telecommunications interests.

[^7]: Applicants state that the Bain Capital Fund VI, L.P. investment in
    ETI is made through ten separate funds with multiple limited
    partners and that no limited partner of Bain Capital Fund VI, L.P.
    or Bain Capital Partners VI, L.P. owns a ten percent or greater
    ownership interest in ETI. They also state that Bain Capital
    Investors, LLC has no economic interest in Bain Capital Partners VI,
    L.P., that there is no managing member of Bain Capital Investors,
    LLC, and that no member of Bain Capital Investors, LLC has a ten
    percent or greater ownership interest in ETI. The principal business
    of the Bain entities is investments.

[^8]: *See* 47 C.F.R. § 63.03(a).

[^9]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.