**DA 04-1076**

**Released: April 22, 2004**

**DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF
FAIRPOINT COMMUNICATIONS, INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 04-149**

**Comments Due: May 6, 2004**

**Reply Comments Due: May 13, 2004**

On April 5, 2004, FairPoint Communications, Inc. ("FairPoint") filed an
application, pursuant to sections 63.03 and 63.04 of the Commission's
rules,[^1] requesting approval to transfer control of domestic blanket
Section 214 authorizations held by various subsidiaries from Thomas H.
Lee Equity Fund, L.P. ("THL"), which currently exercises *de facto*
control over FairPoint, in connection with a public offering of Income
Deposit Securities ("IDSs") in FairPoint.[^2]

Applicants assert that this transaction is entitled to presumptive
streamlined treatment pursuant to section 63.03(b)(2)(iii) of the
Commission's rules[^3] because the proposed transfer would result in
FairPoint's subsidiaries having a market share in the interstate,
interexchange market of less than 10 percent; FairPoint's rural local
exchange carrier ("RLEC") subsidiaries have, in combination, fewer than
two (2) percent of the subscriber lines installed in the aggregate
nationwide; and the transaction would result in no new overlapping or
adjacent service areas.[^4]

FairPoint is a closely held Delaware corporation. THL, a Delaware
limited partnership, currently controls approximately 43.0 percent of
FairPoint's common stock and exercises *de facto* control over the
company. FairPoint is the ultimate parent corporation of twenty-six (26)
RLECs and eighteen (18) domestic long distance toll carriers ("IXCs").
FairPoint proposes to conduct a public offering whereby it will issue
IDSs, each of which will represent one share of FairPoint common stock
and one senior subordinated note. The offering is expected to reduce
THL's share of FairPoint's common stock from approximately 43.0 percent
to approximately 12.5 percent. After completion of the public offering,
about 68.0 percent of FairPoint's common stock will be held by public
shareholders, which FairPoint expects will include individuals, mutual
funds, pension funds and other institutional investors. The proposed
transaction will have no impact on the geographic areas served or the
services provided by FairPoint's twenty-six RLEC subsidiaries or its
eighteen IXC subsidiaries.

Applicants assert that the proposed public offering will serve the
public interest by reducing FairPoint's overall cost of capital and its
reliance on debt financing. As a publicly traded company, applicants
state, FairPoint will be able to raise additional financing at favorable
rates, leaving it and its subsidiaries better positioned to compete
vigorously and effectively in the telecommunications and information
service markets.

**[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 May 6,
2004** and **reply comments on or before May 13, 2004**.[^5] Unless
otherwise notified by the Commission, Applicants are permitted to
transfer control on the 31^st^ day after the date of this notice.[^6]
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 e-mail to ecfs@fcc.gov, and should include the following
words in the subject line "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
appears 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, Natek, 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: <tracey.wilson-parker@fcc.gov>;

(3) Russell Hanser, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-A321, Washington, D.C.
    20554; e-mail: <russell.hanser@fcc.gov>;

(4) Julie Veach, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C124, Washington, D.C.
    20554; e-mail: <julie.veach@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) Christopher Killion, Office of General Counsel, 445 12^th^ Street,
    S.W., Room 8-C740, Washington, D.C. 20554; e-mail:
    <chris.killion@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 Russell Hanser at (202) 418-0832.

\- **FCC** -

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

[^2]: Applicants are also seeking consent to transfer control of
    authorization for international and wireless 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)(iii).

[^4]: *See* Letter from Gerard J. Duffy, Counsel for FairPoint
    Communications, Inc., to Marlene H. Dortch, Secretary, FCC, WC Dkt.
    No. 04-149 (filed Apr. 20, 2004).

[^5]: *See* 47 C.F.R. § 63.03(a).

[^6]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.