**DA 02-1713**

**Released: July 16, 2002**

**DOMESTIC SECTION 214 APPLICATION FILED FOR CONSENT TO TRANSFER CONTROL
OF RSL COM U.S.A., INC.'S CUSTOMER BASE AND RELATED ASSETS TO
WORLDXCHANGE CORP.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 02-184**

On June 13, 2002, WorldxChange Corp. ("WorldxChange"), and RSL COM
U.S.A., Inc. ("RSL") (together "Applicants"), filed an application
pursuant to section 214 of the Communications Act of 1934, as amended,
47 U.S.C. § 214 (the "Act"), requesting authority to enable WorldxChange
to acquire the assets of RSL, including RSL's long distance customer
base and the assets associated with those operations ("Assets").[^1]
Since March 16, 2001, RSL has been operating in bankruptcy status under
the protection of the Bankruptcy Court for the Southern District of New
York.[^2]

WorldxChange's indirect corporate parent, Counsel Springwell
Communications LLC ("Counsel Springwell") and RSL entered into an Asset
Purchase Agreement ("Agreement") dated March 25, 2002. Subsequently,
Counsel Springwell assigned its rights under the Agreement to
WorldxChange as of April 25, 2002 and, accordingly, WorldxChange will
acquire the RSL assets.

This application is subject to streamlined processing under section
63.03(b)(2)(ii) of the Commission's rules.[^3] Applicants assert that
following the transaction, (1) WorldxChange and its affiliates will hold
less than a ten percent (10%) share of the interstate, interexchange
market; (2) WorldxChange will provide local exchange service, if at all,
only in areas served by dominant local exchange carriers (none of which
are parties to the transaction); and (3) neither the Applicants nor
their affiliates are dominant with respect to any service.

Applicants assert that the proposed transaction is necessary to ensure
that RSL's current customers will continue to receive uninterrupted
service. Applicants emphasize that following the completion of the
proposed transaction, RSL's customers will continue to receive service
under the same rates, terms and condition as that service is currently
being provided; however, given the current bankrupt status of RSL, the
proposed transaction must be completed rapidly in order to minimize
disruption to existing customers being served by RSL. Accordingly
Applicants respectfully request that the Commission approve this
Application as expeditiously as possible in order to allow Applicants to
consummate the proposed transaction on or about August 15, 2002.

WorldxChange is a corporation organized and existing under the laws of
the State of Delaware with principal office located at 9775 Business
Park Avenue, San Diego, California 92131. WorldxChange is a wholly-owned
indirect subsidiary of I-Link Incorporated ("I-Link"), a publicly traded
company organized under the laws of the State of Florida. I-Link is
controlled by Counsel Springwell, which holds a direct majority interest
in I-Link and therefore, an indirect majority interest in WorldxChange.
Counsel Springwell is, in turn, majority owned and controlled by Counsel
Corporation ("Counsel"), a publicly traded Canadian corporation which
specializes in investments, including communications companies.

RSL is a corporation organized and existing under the laws of State of
Delaware. RSL's principal place of business is located at 1001 Brinton
Road, Pittsburgh, PA 15221. RSL currently provides a variety of
regulated and unregulated telecommunications services, including long
distance and frame relay data services, through the resale of the
facilities of other carriers and RSL's own circuit and data switches.

Through the proposed transaction ("Transaction"), WorldxChange proposes
to acquire the long distance business of RSL. Specifically, the Assets
to be acquired by WorldxChange include, among other things, most of the
regulated communications assets associated with RSL's domestic
telecommunications operations, including the telecommunications
equipment and all of the long distance and international customers and
customer accounts of RSL.

Applicants respectfully submit that this Transaction services the public
interest. In particular, Applicants submit that: (1) the Transaction
will increase competition in the interstate long distance
telecommunications market by reinforcing WorldxChange's status as a
viable competitor; and (2) the Transaction will minimize the disruption
of service and be virtually transparent to remaining RSL customers.

Applicants assert that RSL's financial position at this state
effectively precludes it from becoming or remaining a viable competitor
in the telecommunications market, and that as a practical matter, RSL is
no longer able to effectively compete for new customers. As a result,
Applicants state that the proposed transaction will not diminish
competition. At the same time, Applicants state, the expansion of
WorldxChange's customer base is expected to enhance WorldxChange's
position in the interstate telecommunications market and permit
WorldxChange to compete more effectively for long distance and
international customers.

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

The transfer of control application 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 within 14 days** and
**reply comments within 21 days** of this notice.[^4] Unless otherwise
notified by the Commission, an applicant is permitted to transfer
control of the domestic lines or authorization to operate on the 31^st^
day after the date of this notice. 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 an e-mail to ecfs@fcc.gov, and should include the following
words in the body of the message, \"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
appear 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, Vistronix, 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, Qualex International, 445
    12^th^ Street, S.W., Room CY-B402, Washington, D.C. 20554; e-mail:
    <qualexint@aol.com;> facsimile: (202) 863-2898; phone: (202)
    863-2893.

(2) Tracey Wilson, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C437, Washington, D.C.
    20554; e-mail: [twilson@fcc.gov](mailto:jmyles@fcc.gov), and

(3) Bill Dever, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C266, Washington, D.C.
    20554; e-mail: <wdever@fcc.gov>; and

(4) Nandan Joshi, Office of General Counsel, 445 12^th^ Street, S.W.,
    Room 8-A820, Washington, D.C. 20554; e-mail: <njoshi@fcc.gov>.

(5) Susan O'Connell, International Bureau, Policy Division, 445 12^th^
    Street, S.W., Room 6-A847, Washington, D.C. 20554; email:
    <soconnell@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, Qualex International, Portals II, 445 12th Street, SW, Room
CY-B402, Washington, DC, 20554, telephone 202-863-2893, facsimile
202-863-2898, or via e-mail <qualexint@aol.com>.

For further information, please contact Tracey Wilson, at (202) 418-1394
or Bill Dever, Competition Policy, Wireline Competition Bureau at (202)
418-1578.

\- **FCC** -

[^1]: This application was filed jointly with an application for
    approval of an international section 214 application related to the
    same proposed transaction.

[^2]: See RSL COM U.S.A., Inc., Case No. 01-11469-alg (S.D.N.Y. filed
    March 16, 2001) and RSL COM PrimeCall, Inc., Case No. 01-11457-alg
    (S.D.N.Y. filed March 16, 2001).

[^3]: 47 C.F.R. section 63.03(b)(2)(ii).

[^4]: *See* 47 C.F.R. section 63.03(a).