**DA 06-2321**

**Released: November 16, 2006**

**DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF
COMPUTER NETWORK TECHNOLOGY CORPORATION FROM MCDATA CORPORATION TO**

**BROCADE COMMUNICATIONS SYSTEMS, INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 06-201**

**Comments Due: November 30, 2006**

**Reply Comments Due: December 7, 2006**

On October 26, 2006, McDATA Corporation ("Transferor" or "McDATA"), its
wholly owned subsidiary, Computer Network Technology Corporation
("CNT"), and Brocade Communications Systems, Inc. ("Transferee" or
"Brocade") (collectively, the "Applicants"), filed an application,
pursuant to section 63.04 of the Commission's rules,[^1] requesting
authority to transfer control of CNT to Brocade.[^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 the proposed transaction would result in:
(1) Brocade having a market share in the interstate, interexchange
market of less than 10 percent, (2) Brocade will provide competitive
telephone exchange services or exchange access services (if at all)
exclusively in geographic areas served by dominant local exchange
carrier that is not a party to the transaction, and (3) neither of the
Applicants is dominant with respect to any service.[^3]

McDATA is a Delaware corporation that does not hold any authorizations
relating to the provision of telecommunications services or provide any
such services. McDATA is a publicly traded company with no 10% or
greater interest holders. CNT, a Minnesota corporation, is a
wholly-owned subsidiary of McDATA that operates as both CNT and McDATA
Services Corporation. CNT is authorized to provide interstate domestic
telecommunications services in the District of Columbia and in all
states except Alabama, Idaho, Iowa, Michigan, Oklahoma, and Virginia.
CNT's wholly-owned affiliate, CNT Telecom Services, Inc. ("CNTTSI"), is
authorized to provide telecommunications services in Alabama and
Virginia, and has focused exclusively on the provision of connectivity
equipment and services.

Brocade is a Delaware corporation that does not hold any authorizations
relating to the provision of telecommunications services. Brocade offers
data storage networking products, software and services that enable
companies to implement highly manageable and secure environments for
data storage applications. Brocade is a publicly traded company with no
10% or greater interest holders.

Pursuant to an August 7, 2006 Agreement and Plan of Reorganization,
Brocade will acquire McDATA in an all stock transaction. Specifically,
Worldcup Merger Corporation, a wholly-owned subsidiary of Brocade
created for the purposes of this transaction, will be merged with and
into McDATA, with McDATA surviving the merger. Applicants indicate that
the merger will be accomplished by the cancellation of the Class A and
Class B common stock of McDATA and the conversion of Merger Sub's stock
into common stock of McDATA. McDATA stockholders will receive 0.75
shares of Brocade common stock for each share of McDATA Class A or Class
B common stock that they hold. As a result of the transaction, CNT will
become a wholly-owned indirect subsidiary of Brocade. Upon consummation
of the proposed transaction, CNT will change its name to Brocade
Services Corporation and CNTTSI will change its name to Brocade Telecom
Services, Inc.

Applicants assert that the proposed transaction will serve the public
interest because the transaction will increase competition in the
telecommunications market by reinforcing the status of CNT as a viable
competitor. Further, Applicants contend that CNT\'s customers will
continue to receive service under the same rates, terms and conditions
of service as before.

**[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 November 30, 2006** and **reply comments on or before December
7, 2006**.[^4] Unless otherwise notified by the Commission, Applicants
are permitted to transfer control on the 31^st^ day after the date of
this notice.[^5] 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.

**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/); telephone: (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) Rodney McDonald, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 6-A430, Washington, D.C. 20554;
    e-mail: <rodney.mcdonald@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) James 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 CY-B402, Washington, D.C. 20554, telephone: (202) 488-5300,
fax: (202) 488-5563, or via e-mail:
[www.bcpiweb.com](http://www.bcpiweb.com/).

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).

For further information, please contact Cecilia Seppings at (202)
418-1588, or Rodney McDonald at (202) 418-7513.

\- **FCC** -

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

[^2]: Applicants have also filed an application 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]: *See* 47 C.F.R. § 63.03(a).

[^5]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.