**DA 06-2587**

**Released: December 22, 2006**

**DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF
NORLIGHT TELECOMMUNICATIONS, INC. FROM JOURNAL COMMUNICATIONS, INC. TO
Q-COMM CORPORATION**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 06-227**

**Comments Due: January 5, 2007**

**Reply Comments Due: January 12, 2007**

On December 4, 2006, Journal Communications, Inc. ("Journal" or
"Transferor"), Norlight Telecommunications, Inc. (\"Norlight\"), and
Q-Comm Corporation ("Q-Comm" or "Transferee") (collectively,
\"Applicants\"), filed an application, pursuant to section 63.04 of the
Commission's rules,[^1] requesting authority to transfer control of
Norlight to Q-Comm.[^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, upon completion of the proposed transaction, (a)
Transferee will have a market share in the interstate, interexchange
market of less than 10 percent, and (b) Transferee will provide
competitive telephone exchange services or exchange access services (if
at all) exclusively in areas served by a dominant local exchange carrier
that is not a party to the transaction, and (c) none of the Applicants
is dominant with respect to any service.[^3]

Norlight, a Wisconsin corporation, provides facilities-based services
over a regional fiber network to wholesale and commercial customers
located primarily in its core service territory in Illinois, Indiana,
Michigan, Minnesota, and Wisconsin. Norlight also provides interexchange
and data services in multiple states to serve the secondary offices of
business customers that have a principal place of business in its core
service territory.[^4] Norlight is a wholly-owned subsidiary of The
Journal Company, a Wisconsin corporation, which in turn is a
wholly-owned subsidiary of Journal, a Wisconsin corporation that
operates publishing, radio, and television broadcasting and printing
services and does not provide telecommunications. Applicants state that
the only other entity holding a 10 percent or greater indirect interest
in Norlight is Matex, Inc., a U.S-based real estate investment
corporation with an interest of 10.7 percent in Journal.

Q-Comm, a privately-held Nevada corporation, is a holding company that
does not provide telecommunications services but has the following
U.S.-based subsidiaries that provide local exchange and interexchange
services to residential and business customers: Kentucky Data Link, Inc.
and its U.S.-based subsidiaries (Cinergy Telecommunications
Networks-Ohio, Inc., Knoxville Data Link, Inc., and KDL of Virginia,
Inc.) provide service in Arkansas, Georgia, Illinois, Indiana, Kentucky,
Michigan, Mississippi, Missouri, North Carolina, Ohio, Pennsylvania,
Tennessee, Virginia, and West Virginia; Cinergy Communications Company
provides service in Florida, Illinois, Indiana, Kentucky, Ohio, and
Tennessee; Cinergy Metronet, Inc. provides fiber-based video, voice, and
high-speed data services to rural communities in Indiana.

Applicants state that the following individuals and entities hold a 10
percent or greater direct interest in Q-Comm: Al Cinelli and John
Cinelli, both U.S. citizens, hold 50.59 percent and 11.47 percent voting
interests, respectively; and Cinergy Telecommunications Holding Company,
Inc. ("CTHCI"), a U.S-based holding company, holds a 32.74 percent
voting interest. Cinergy Investments, Inc. ("CII"), a U.S.-based holding
company, holds a 32.74 percent voting interest in Q-Comm indirectly
through CTHCI; Cinergy Corp., a U.S.-based holding company, holds a
32.74 percent voting interest in Q-Comm indirectly through CII; and Duke
Energy Corporation, a U.S-based energy company, holds a 32.74 percent
voting interest in Q-Comm indirectly through Cinergy Corp. Applicants
state that Duke Energy Corporation is a widely held public corporation
and that no shareholder has a 10 percent or greater interest in Q-Comm.
Applicants further state that, to their knowledge, Duke Energy
Corporation does not hold a 10 percent or greater direct or indirect
interest in any telecommunications entity except for its subsidiary
DukeNet Communications, Inc., which provides telecommunications services
in Georgia, North Carolina, and South Carolina, and is in the process of
becoming certified to provide service in Florida and Virginia.
Applicants state that Al Cinelli and John Cinelli do not have an
interest in any telecommunications company except for those owned by
Q-Comm.

Pursuant to the terms of a Stock Purchase Agreement dated November 13,
2006 among Journal, Norlight, and Q-Comm, Journal will sell to Q-Comm
all of the stock of Norlight owned by Journal's subsidiary, The Journal
Company. As a result, control of Norlight will be transferred to Q-Comm,
and Norlight will be a wholly-owned subsidiary of Q-Comm. Applicants
further state that the proposed transfer of control will not involve a
change in the name under which Norlight currently operates, and that
Norlight will continue to offer the services it currently offers with no
change in the rates or terms and conditions of service.

Applicants assert that the proposed transaction will serve the public
interest because it will provide Norlight and Q-Comm with access to each
other's technical and management expertise and facilities, thereby
allowing the companies to offer more advanced and competitive services
to a broader customer base. Applicants further state that, because the
proposed transaction will be transparent to consumers, Norlight will
continue to provide service to customers without interruption and
without a change in carrier.

**[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 January 5, 2007** and **reply comments on or before January
12, 2007**.[^5] 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.[^6] 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, 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]{.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 12th Street, S.W., Washington
D.C. 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, S.W., Room CY-B402, Washington, D.C. 20554,
    [www.bcpiweb.com](http://www.bcpiweb.com/); phone: (202) 488-5300
    fax: (202) 488-5563;

(2) Cecilia Seppings, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-A103, Washington, D.C. 20554;
    email:
    [cecilia.seppings@fcc.gov](mailto:tracey.wilson-parker@fcc.gov);

(3) Jodie May, Competition Policy Division, Wireline Competition Bureau,
    445 12th Street, S.W., Room 5-C234, Washington, D.C. 20554; e-mail:
    jodie.may@fcc.gov

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

(5) James Bird, Office of General Counsel, 445 12th 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, 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 CYB402, Washington, D.C. 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 Cecilia Seppings at (202)
418-1588, or Jodie May at (202) 418-0913.

**- FCC -**

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

[^2]: Applicants filed a supplement to their application on December 21,
    2006. Applicants have also filed an application 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]: These states are California, Colorado, Connecticut, Florida,
    Georgia, Idaho, Iowa, Kansas, Massachusetts, Missouri, Nebraska,
    Nevada, Rhode Island, South Dakota, Tennessee, Texas, Utah,
    Washington, and Wyoming.

[^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.