**DA 08-1634**

> **Released: July 11, 2008**

**DOMESTIC SECTION 214 APPLICATION FILED FOR THE ACQUISITION OF CERTAIN
ASSETS OF EMPIRE STATE INDEPENDENT NETWORK, LLC BY ION HOLDCO, LLC**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 08-89**

**Comments Due: July 25, 2008**

**Reply Comments Due: August 1, 2008**

On June 10, 2008, ION Holdco, LLC (ION), and Empire State Independent
Network, LLC, (Empire) d/b/a Independent Optical Network (collectively
Applicants), filed an application pursuant to section 63.03 of the
Commission's rules requesting approval for ION to acquire certain assets
of Empire.[^1] Empire filed on December 14, 2007, a voluntary petition
for relief under Chapter 11 of Title 11 of the United State Code in the
United States Bankruptcy Court for the Northern District of New York
(the Bankruptcy Court).[^2] Subsequently, Empire and ION entered into an
Asset Purchase Agreement, executed on May 29, 2008, pursuant to which
Empire agreed to sell, and ION agreed to purchase, substantially all of
Empire's assets, including network assets, customers, and
authorizations.

Empire, a New York limited liability company, is a consortium of 15
independent rural local exchange carriers (the RLECs) operating in
upstate New York. The RLECs invested in Empire through various
intervening affiliates. Using Empire constructed and owned fiber, fiber
owned by and leased from the RLECs, and third-party leased fiber, Empire
has partially assembled a redundant SONET fiber network that will
connect more than 60 rural New York State communities and their
surrounding areas. Through this network, Empire provides a variety of
private line telecommunications and other services primarily on a
wholesale basis. As part of Empire's restructuring effort, several of
the RLECs that hold ownership interests in Empire through various
intervening affiliates formed RLEC Holding Company LLC (RLEC HoldCo), a
New York limited liability company. Together, RLEC HoldCo and Sovernet
Holding Corporation (Sovernet) formed ION. Sovernet, a Vermont limited
liability company, provides facilities-based integrated voice services
in Vermont and New Hampshire. Sovernet (75 %) and RLEC HoldCo (25 %),
respectively, own interests in ION. ION, a Delaware limited liability
company, provides no domestic telecommunications services in the United
States. Atlantic Tele-Network, Inc. (ATN) (U.S. citizenship), Sovernet's
ultimate parent, provides various wireline and wireless services
principally in the Southwest, Midwest, and Northeast United States. ATN
holds a 96 percent interest in Sovernet Holding Corporation. Cornelius
B. Prior, Jr., a U.S. citizen, holds a 37 percent interest in ATN. The
Applicants state no other entity or individual directly or indirectly
holds a 10 percent or greater interest in ION.

Applicants assert that the proposed transaction is entitled to
presumptive streamlined treatment under section 63.03(b)(2)(ii) of the
Commission's rules and that a grant of the application will serve the
public interest, convenience, and necessity.[^3]

> Application Filed for the Acquisition of Certain Assets of Empire
> State Independent
>
> Network, LLC to ION HoldCo, LLC, WC Docket No. 08-89 (filed June 10,
> 2008).

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

The Wireline Competition Bureau finds, upon initial review, that the
transfer of control identified herein is 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 section 63.03(a) of the Commission's
rules, 47 C.F.R. § 63.03(a), interested parties may file comments **on
or before July 25, 2008,** and reply comments **on or before August 1,
2008**. Unless otherwise notified by the Commission, the Applicants may
transfer control on the 31^st^ day after the date of this notice.[^4]
Comments must be filed electronically using (1) the Commission's
Electronic Comment Filing System (ECFS) or (2) the Federal Government's
eRulemaking Portal. *See* 47 C.F.R. § 63.03(a) ("All comments on
streamlined applications shall be filed electronically . . . .");
*Electronic Filing of Documents in Rulemaking Proceedings*, 63 FR 24121
(1998).

-   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.

**In addition, email one copy of each pleading to each of the
following**:

1)  The Commission's duplicating contractor, Best Copy and Printing,
    Inc., <fcc@bcpiweb.com>; phone: 202 / 488-5300; fax: 202 / 488-5563;

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1)  Tracey Wilson-Parker, Competition Policy Division, Wireline
    Competition Bureau, <tracey.wilson-parker@fcc.gov>;

2)  Dennis Johnson, Competition Policy Division, Wireline Competition
    Bureau, <dennis.johnson@fcc.gov>;

3)  David Krech, International Bureau, Policy Division, International
    Bureau, <david.krech@fcc.gov>;

> 5\) Jim Bird, Office of General Counsel, <jim.bird@fcc.gov>.

Filings and comments are 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; email: <fcc@bcpiweb.com>; url:
[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 Tracey Wilson-Parker at
202 / 418-1394 or Dennis Johnson at 202 / 418-0809.

**- FCC -**

[^1]: 47 C.F.R § 63.03; *see* 47 U.S.C. § 214. Applicants are also
    filing an application for transfer of control associated with
    authorization for international services. Any action on this
    domestic section 214 application is without prejudice to Commission
    action on other related, pending applications. On June 26 and July
    10, 2008, Applicants filed supplements to their domestic section 214
    application.

[^2]: On July 8, 2008, the Bankruptcy Court issued an order approving
    the sale of assets of Empire to ION, subject to section 214 approval
    by the Commission. *In re Empire State Independent LLC d/b/a
    Independent Optical Network*, No. 07-13445 (Bankr. N.D. NY July 8,
    2008).

[^3]: 47 C.F.R. § 63.03(b)(2)(ii).

[^4]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.