**DA 06-1556**

**July 31, 2006**

**DOMESTIC AUTHORIZATION GRANTED**

Application for Transfer of Control of Mpower Communications Corp. from

Mpower Holding Corporation to U.S. TelePacific Holdings Corp.

WC Docket No. 06-107

**By the Chief, Wireline Competition Bureau:**

On May 18, 2006, Mpower Holding Corporation ("MPHC") and U.S.
TelePacific Holdings Corp. ("Holdings") (collectively, the
"Applicants"), filed an application, pursuant to section 63.04 of the
Commission's rules,[^1] requesting authority to transfer control of
Mpower Communications Corp. ("Mpower") to Holdings.[^2]

The Commission released a public notice accepting this application for
streamlined processing on June 7, 2006.[^3] On June 21, 2006, the
Department of Justice, including the Federal Bureau of Investigation,
with the concurrence of the Department of Homeland Security
(collectively, the "Executive Branch Agencies"), filed a letter
requesting that the Commission defer grant of this application while the
Executive Branch Agencies address potential national security, law
enforcement, and public safety concerns.[^4] On July 25, 2006, the
Executive Branch Agencies withdrew their June 21, 2006 request to defer
action on the application noting that they have no objection to the
application.[^5]

The Wireline Competition Bureau finds, upon consideration of the record,
that grant of the application will serve the public interest,
convenience, and necessity. Upon consummation of the transaction,
Holdings will have a market share in the interstate, interexchange
market of less than 10 percent, and 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
the transaction. In addition, none of the Applicants or their affiliates
are dominant with respect to any service.

Consistent with Commission precedent, the Bureau accords the appropriate
level of deference to the Executive Branch Agencies' expertise on
national security and law enforcement issues.[^6] Therefore, pursuant to
section 214 of the Communications Act of 1934, as amended, 47 U.S.C.
§ 214, and section 0.291 of the Commission's rules,[^7] the Wireline
Competition Bureau hereby grants the application discussed in this
Public Notice.

Pursuant to section 1.103 of the Commission's rules, the grant is
effective upon release of this Public Notice.[^8] Petitions for
reconsideration under section 1.106 or applications for review under
section 1.115 of the Commission's rules may be filed within 30 days of
the date of this Public Notice.[^9]

For further information, please contact Adam Kirschenbaum at (202)
418-7280.

> -- FCC --

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

[^2]: Applicants filed a supplement to the application on June 2, 2006.
    Applicants have also filed 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]: *Domestic Section 214 Application Filed For the Transfer of
    Control of Mpower Communications Corp. from Mpower Holding
    Corporation to U.S. TelePacific Holdings Corp.*, WC Docket No.
    06-107, Public Notice, DA 06-1225 (rel. June 7, 2006).

[^4]: *See* Letter from Benton Campbell, Acting Deputy Assistant
    Attorney General, United States Department of Justice, to Marlene H.
    Dortch, FCC, WC Docket No. 06-107 and ITC-T/C-20060518-00282 (filed
    June 21, 2006); *see also Notice of Removal of Domestic Section 214
    Applications From Streamlined Treatment*, WC Docket Nos. 06-64 &
    06-107, Public Notice, DA 06-1346 (rel. June 28, 2006).

[^5]: *See* Letter from Sigal Mandelker, Deputy Assistant Attorney
    General, United States Department of Justice, to Marlene H. Dortch,
    FCC, WC Docket No. 06-107 and ITC-T/C-20060518-00282 (filed July 25,
    2006).

[^6]: The Commission considers national security, law enforcement,
    foreign policy, and trade policy concerns when analyzing a transfer
    of control or assignment application in which foreign ownership is
    an issue. *See Amendment of the Commission's Regulatory Policies to
    Allow Non-U.S. Licensed Satellites Providing Domestic and
    International Service in the United States*, Report and Order, 12
    FCC Rcd 24094, 24170-72, paras. 178-82 (1997); *Rules and Policies
    on Foreign Participation in the U.S. Telecommunications Market*,
    Report and Order and Order on Reconsideration, 12 FCC Rcd 23891,
    23919-21, paras. 61-66 (1997) ("*Foreign Participation Order*"),
    Order on Reconsideration, 15 FCC Rcd 18158 (2000). In assessing the
    public interest, the Commission considers the record and accords the
    appropriate level of deference to Executive Branch expertise on
    national security and law enforcement issues. *See Foreign
    Participation Order*, 12 FCC Rcd at 23919-21, paras. 61-66.

[^7]: 47 C.F.R. § 0.291.

[^8]: *See* 47 C.F.R. § 1.103.

[^9]: *See* 47 C.F.R. §§ 1.106, 1.115.