**DA 05-2218**

**Released: July 29, 2005**

**DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF THE
UNIT HOLDERS OF WAVERLY HALL TELEPHONE, LLC TO WAVERLY HALL HOLDINGS,
INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 05-225**

**Comments Due: Aug. 13, 2005**

**Reply Comments Due: Aug. 20, 2005**

On June 30, 2005, Waverly Hall Telephone, LLC ("Waverly Hall") and
Waverly Hall Holdings, Inc. ("WHH") (collectively, "Applicants") filed
an application pursuant to sections 63.03 and 63.04 of the Commission's
rules[^1] requesting authority to transfer control of Waverly Hall to
WHH.

Applicants assert that this transaction is entitled to presumptive
streamlined treatment pursuant to sections 63.03(b)(2)(iii) of the
Commission's rules for the following reasons: (1) the proposed
transaction would result in the Transferee and its affiliates having
less than a 10 percent share of the interstate, interexchange market;
(2) the Transferee provides competitive telephone exchange services
exclusively in geographic areas served by dominant local exchange
carriers which are not parties to this transaction, and; (3) the
applicants' are incumbent, independent local exchange carriers that
have, in combination, fewer than two (2) percent of the nation's
subscriber lines installed in the aggregate nationwide and no
overlapping or adjacent service areas.[^2]

Waverly Hall, a Delaware corporation, is a rural telephone company
operating one exchange in rural portions of Harris and Talbott Counties,
Georgia. Mary Eunice Jones Family Partnership, LP owns 97% of Waverly
Hall. The following entities own ten percent or more of Mary Eunice
Jones Family Partnership, LP: Mary E. Jones-Bowden, a U.S. citizen, 59%;
and Bobby Jones, a U.S. citizen, 40%.

WHH is a Delaware corporation that is wholly-owned by American Broadband
Acquisition Corp., a U.S. corporation. American Broadband Acquisition
Corp. is wholly-owned by ABB Holdco, Inc., a U.S. corporation. The
following entities own ten percent or more of ABB Holdco, Inc.: American
Broadband Communications, LLC,[^3] a U.S. corporation, 49%; and Signal
Equity Partners II, LP,[^4] a U.S. corporation, 27%. The following
entities own ten percent or more of American Broadband Communications,
LLC: William H. Tucker, a U.S. citizen, 50%; and Patrick L. Eudy, a U.S.
citizen, 47.5%.[^5] The following entities have an ownership interest in
Signal Equity Partners II, LP: Signal Equity Advisors II, LLC, a U.S.
Limited Liability Company, 2.94% GP; Garden House, LLC, a U.S. Limited
Liability Company, 58.9% LP; Eurazeo, a French corporation, 23.5% LP;
and Burden Direct Investment Fund III, a U.S. corporation, 11.76% LP.
The following entities own ten percent or more of Signal Equity Advisors
II, LLC: Timothy P. Bradley, a U.S. citizen, 23.3%; Alfred J. Puchala,
Jr., a U.S. citizen, 22.3%; Christian Nolen, a U.S. citizen, 19.6%;
Malcolm C. Nolen, a U.S. citizen, 19.6%; and Charles T. Lake, II, a U.S.
citizen, 11.2%. WHH affiliates provide local exchange service in rural
areas in the states of Mississippi, Missouri, Pennsylvania and Kansas.
In addition, WHH affiliates provide interstate and international
interexchange services to approximately 430 customers.

The proposed transaction entails the purchase of 100% of the issued and
outstanding ownership units of Waverly Hall by WHH. WHH contemplates
that the proposed change in ownership will be transparent to Waverly
Hall subscribers because service will continue to be provided by Waverly
Hall, and WHH intends to maintain local management and existing
employees.

The Applicants state that the proposed transaction will serve the public
interest because WHH affiliates have a track record of providing quality
basic and advanced telecommunications services to its subscribers. The
Applicants submit that Waverly Hall subscribers will enjoy the benefits
of expanded communications and information service capabilities while
continuing to enjoy dependable and affordable basic telephone services.
In addition, the Applicants state that their subscribers will benefit
from increased efficiencies as a result of joint administration.

**[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. Interested parties may file **comments on or before Aug. 13,
2005** and **reply comments on or before Aug. 20, 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).

-   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.

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-   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 [\[WC Docket 05-225\]]{.mark},
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, 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;](mailto:kimberly.jackson@fcc.gov;v)

(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.

\- **FCC** -

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

[^2]: 47 C.F.R. § 63.03(b)(2)(iii). Applicants have certified that those
    of their affiliates who engage in the provision of telephone
    exchange service are either incumbent local exchange carriers or
    competitive local exchange carriers. *See* Letter from Sylvia Lesse,
    Counsel, Waverly Hall Holdings, Inc., to Marlene H. Dortch, Federal
    Communications Commission, WC Docket No. 05-225 (filed July 25,
    2005).

[^3]: American Broadband Communications, Inc., ("ABCI"), a sister
    corporation to American Broadband Communications LLC ("ABCL"), holds
    a 40% of American Georgetown, Inc., which, in turn, owns 100% of
    Georgetown Telephone Company, an independent LEC in Mississippi.
    Signal Equity Partners II, LP ("Signal"), owns the remaining 60% of
    American Georgetown, Inc. ABCL also holds 49% of Northwest Missouri
    Holdings, Inc., which, in turn, holds 100% of Oregon Farmers Mutual
    Telephone Company, an ILEC in Missouri. Signal owns the remaining
    51% of Northwest Missouri Holdings, Inc. ABCL, owns 49% of Eastern
    Kansas Holdings, Inc., which, in turn, owns 100% of S & A Telephone
    Company, Inc., a Kansas ILEC. Signal owns the remaining 51% of
    Eastern Kansas Holdings, Inc. ABCL owns 49% and Signal owns 51% of
    Pymatuning Holding Company, which owns 100% of the Pymatuning
    Independent Telephone Company, a Pennsylvania rural ILEC. ABCL will,
    pursuant to contract, provide management services to Waverly Hall
    and Waverly Hall Holdings, Inc.,

[^4]: Eliot Nolen, a US citizen, owns approximately 95% of Garden House,
    LLC and does not own or control other communications businesses.
    Eurazeo indirectly owns approximately 15.2% of Eutelsat, which it
    holds through a 66% interest in BlueBirds (which holds a 23%
    interest in Eutelsat). Eutelsat provides communications services in
    Europe and the Indian Ocean Region. Eurazeo also owns a 11% interest
    in Distacom, which owns companies providing telephone service in
    Hong Kong and India.

[^5]: Mr. Eudy owns 60% of Dialog Telecommunications, a competitive
    local exchange carrier operating in Kentucky, Mississippi and North
    Carolina.

[^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.