**DA 05-2464**

**Released: September 19, 2005**

**DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF
CONNECTICUT TELEPHONE AND COMMUNICATIONS SYSTEMS, INC. AND CONNECTICUT
BROADBAND, LLC, TO CTC COMMUNICATIONS GROUP, INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 05-268**

**Comments Due: October 3, 2005**

**Reply Comments Due: October 10, 2005**

On August 19, 2005, Connecticut Partner Telecom, Inc. ("CPT") and CTC
Communications Group, Inc. ("CTC Group") (collectively, "Applicants")
filed an application pursuant to sections 63.03 and 63.04 of the
Commission's rules[^1] requesting approval to transfer control of
Connecticut Telephone and Communications Systems, Inc. ("Connecticut
Telephone") and Partner Communications LLC, now known as Connecticut
Broadband, LLC ("Connecticut Broadband") (collectively, "Transferees")
from CPT to CTC Group.[^2]

Applicants assert that this transaction is entitled to presumptive
streamlined treatment under section 63.03(b)(2)(i) of the Commission's
rules because, post-consummation, (1) CTC Group and its affiliates will
have a market share in the interstate, interexchange market of less than
10%; (2) CTC Group and its affiliates will provide competitive telephone
exchange services or exchange access services exclusively in geographic
areas served by a dominant local exchange carrier that is not a party to
this transaction; and (3) neither the Applicants nor any of their
affiliates are regulated as dominant with respect to any service.[^3]

Connecticut Telephone is a Connecticut corporation, and Connecticut
Broadband is a Connecticut limited liability company. Transferees are
competitive local exchange carriers that provide a variety of
telecommunications and information services to business and residential
customers in Connecticut. Connecticut Broadband provides voice, data,
Internet, and related services to business customers in Connecticut.
Connecticut Telephone provides voice, data, Internet and related
services to residential customers, as well as wireless services to
business and residential customers, in Connecticut.[^4] Transferees also
each hold global Section 214 authority to provide international services
on a resale basis. The Transferees are indirect subsidiaries of CPT, a
Delaware corporation, which is jointly owned by Partner Communications
Holdings LLC ("Partner") and Alexandra Telephone Acquisition, LLC
("ATA"). Prior to August 15, 2005, CPT was owned on a 50/50 basis by
Partner and ATA.[^5] Partner is a Connecticut limited liability company,
while ATA is a Delaware limited liability company. Several minority
shareholders indirectly hold 20% of the ownership interest in
Connecticut Telephone in total.[^6]

CTC Group, a Delaware corporation, is a holding company for CTC
Communications Corp. ("CTC") and Lightship Telecom LLC ("Lightship").
CTC and Lightship are common carriers that provide communications
services to medium and large businesses, predominantly in the northeast
and mid-Atlantic regions.[^7] The companies' service offerings include
local, long distance, and toll free telephony services; post-paid
calling card services; conference calling; frame relay, private line,
DSL, VPN, ATM; Internet access, webmail and converged services. CTC and
Lightship provide their services using CTC's broadband, IP-based network
and Lightship's more traditional circuit switched-based network, as well
as by reselling the local and interexchange telephony services of other
telecommunications carriers. CTC Group is a wholly-owned subsidiary of
Columbia Venture Broadband LLC ("CVC Broadband"), which is, in turn, a
wholly-owned subsidiary of Columbia Ventures Corporation ("CVC"). CVC
Broadband, a Washington limited liability company, is a holding company.
CVC, a Washington corporation, owns and operates a portfolio of
telecommunications companies and a small number of manufacturing
businesses around the world. Neither CVC nor CVC Broadband provide
telecommunications services. Kenneth D. Peterson, Jr., a U.S. citizen,
holds 100% of the ownership interest in CVC. None of Mr. Peterson's
ownership interests in U.S. telecommunications service providers outside
of CVC exceed 10%. Mr. Peterson owns 100% of European Access Providers
Limited ("LEAP"), a competitive provider of wireless and Internet over
DSL services in Ireland. LEAP holds less than a 50% market share in the
international transport and local access market in Ireland, and thus
does not have market power in Ireland.

In August 2004, CVC notified the Commission that a number of
wholly-owned CVC subsidiaries -- CTC Virginia; CVC Acquisition Company
(Ireland) Limited (now known as Hibernia Atlantic Cable System Limited
or Hibernia Atlantic (UK) Limited or Hibernia UK); CVC Acquisition
Company (Canada) Ltd.; and Columbia Ventures U.S. Acquisition (now known
as Hibernia Atlantic U.S. LLC or Hibernia USA) -- would operate under
CVC's Section 214 authority. As previously indicated, CTC Virginia's
service offerings and means of service are the same as CTC. The
remaining CVC companies listed have ownership interests in Hibernia
Atlantic (formerly known as the 360atlantic Cable Network), a submarine
cable network extending between the U.S., Canada, the U.K., and Ireland.
None of those companies provide regulated telecommunications services in
the U.S. at this time, and none of the foreign Hibernia Companies have
market power in their destination markets. CVC also holds ownership
interests in two other foreign telecommunications carriers, Globestar
Australia and Magnet Networks Limited ("Magnet Networks"). CVC's
wholly-owned subsidiary, Columbia Ventures (Australia) Pty. Ltd., holds
a 50% interest in Globestar Australia, a provider of competitive
wireless services in Australia. Globestar Australia does not have market
power in Australia, and Magnet Networks does not have market power in
Ireland. CVC also owns one other telecommunications company that
operates in the U.S. -- Fiberlink LLC, d/b/a Columbia Fiber Solutions, a
dark fiber provider in Washington state.

On August 12, 2005, CTC Communications Leasing Corp. (a wholly-owned
subsidiary of CTC Group ("Buyer")), CPT, Partner, Alexandra Broadband,
Inc. ("Alexandra Broadband"), ATA, and Alexandra CTEL Holdings, Inc.
("Alexandra CTEL Holdings") entered into a Stock and Partnership
Interest Purchase and Sale Agreement (the "Purchase Agreement").
Pursuant to the Purchase Agreement, on August 15, 2005, Buyer purchased
99% of ATA's interest in CPT from ATA in return for a cash payment,
thereby giving Buyer (and Buyer's ultimate parent company, CTC Group) a
49.5% interest in CPT.[^8] In acquiring this 49.5% interest, Buyer did
not obtain any rights to appoint officers or directors of CPT or
otherwise obtain *de facto* control of CPT. The Purchase Agreement
provides that at final closing, Buyer will purchase the remaining 1% of
ATA's interest in CPT from ATA, as well as of Partner's interest in CPT,
in return for cash payment.[^9] Thus, at final closing, Buyer will
assume control of CPT and will obtain the right to appoint its officers
and directors. Final closing is contingent on receipt of all necessary
regulatory approvals. At or shortly after closing, the business
customers of Connecticut Broadband will be migrated to CTC without
change in service or associated rates, terms or conditions and after all
required regulatory filings are made and approvals obtained. No change
of carrier is anticipated at closing for the business or residential
customers of Connecticut Telephone and, thus, the proposed transaction
will be transparent to them.

The Applicants submit that the proposed transaction will serve the
public interest, stating that consumers in the Northeast, particularly
Connecticut, will benefit from the operation of four competitive LECs -
Connecticut Telephone, Connecticut Broadband, Lightship, and CTC - under
one umbrella company, CTC Group. They assert that the combination of
Connecticut Broadband and Connecticut Telephone with CTC will further
strengthen the competitive position of these companies as a leading
regional competitive telecommunications provider in the Northeast, and
will significantly strengthen the ability of the combined companies to
compete more effectively in Connecticut.[^10] Moreover, the Applicants
state the combined companies will benefit from increased economies of
scale that will permit them to operate more efficiently and thus realize
substantial financial synergies that should enable the combined
companies to increase their operating income and free cash flow.

**[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 October 3, 2005** and **reply comments on or before October
10, 2005**.[^11] 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.[^12] 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, NE., Suite 110, Washington, DC 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 12^th^ Street, SW, Washington DC 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, 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; email: <tracey.wilson-parker@fcc.gov>;

(3) Alex Johns, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C317, Washington, D.C.
    20554; email: <alexis.johns@fcc.gov>;

(4) Renée 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) Susan O'Connell, Policy Division, International Bureau, 445 12^th^
    Street, S.W., Room 7-B544, Washington, D.C. 20554; email:
    [susan.o'connell@fcc.gov](mailto:cynthia.bryant@fcc.gov); and

(6) 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 Alex Johns at (202) 418-1167.

\- **FCC** -

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

[^2]: 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]: The two companies deliver their wireline telecommunications
    services over an ATM-based broadband network that is deployed
    throughout the high-density business markets in Connecticut. This
    network consists of ATM switches as well as transmission facilities
    that they obtain from other telecommunications carriers. They also
    provide service through resale arrangements with other
    telecommunications carriers. Connecticut Telephone provides cellular
    and paging services only on a resale basis.

[^5]: On August 15, 2005, CTC Group took a minority interest in CPT by
    purchasing 99% of ATA's interest in CPT.

[^6]: Thus, prior to August 15, 2005, 1) Partner and ATA each held an
    indirect 50% ownership interest in Connecticut Broadband, and 2)
    Partner and ATA each held a 40% ownership interest in Connecticut
    Telephone, while the minority shareholders indirectly held 20% of
    Connecticut Telephone in total.

[^7]: CTC and Lightship serve customers in Connecticut, Delaware,
    District of Columbia, Maine, Maryland, Massachusetts, New Hampshire,
    New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia,
    and West Virginia. In Virginia, CTC provides service through its
    wholly-owned subsidiary, CTC Communications of Virginia, Inc. ("CTC
    Virginia").

[^8]: Thus as of August 15, 2005, CTC Group held an indirect 49.5%
    interest in Connecticut Broadband and an indirect 39.6% interest in
    Connecticut Telephone.

[^9]: The interests of the minority shareholders in Connecticut
    Telephone will be extinguished pursuant to prior existing drag-along
    right at final closing.

[^10]: CTC Group notes that Lightship does not currently provide service
    in Connecticut.

[^11]: *See* 47 C.F.R. § 63.03(a).

[^12]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.