PUBLIC NOTICE![](media/image1.png){width="0.6541666666666667in"
height="0.6604166666666667in"}

FEDERAL COMMUNICATIONS COMMISSION

445 TWELFTH STREET, S.W.

WASHINGTON, D.C. 20554 **DA 07-1314**

News media information 202/418-0500 Fax-On-Demand 202/418-2830 Internet:
http://www.fcc.gov ftp.fcc.gov

**Released: March 14, 2007**

> **APPLICATIONS FILED FOR THE TRANSFER OF**
>
> **CERTAIN SPECTRUM LICENSES AND SECTION 214 AUTHORIZATIONS**
>
> **IN THE STATES OF MAINE, NEW HAMPSHIRE, AND VERMONT**
>
> **FROM VERIZON COMMUNICATIONS INC. AND ITS SUBSIDIARIES**
>
> **TO FAIRPOINT COMMUNICATIONS, INC.**

**WC Docket No. 07-22**

**PLEADING CYCLE ESTABLISHED**

**Comments/Petitions to Deny Due: April 13, 2007**

**Responses/Oppositions Due: April 23, 2007**

**Replies Due: April 30, 2007**

Introduction

Verizon Communications Inc. (Verizon Communications) and its
subsidiaries (collectively, Verizon) -- Verizon New England Inc.
(Verizon New England), NYNEX Long Distance Company (NYNEX Long
Distance), Bell Atlantic Communications, Inc. (BACI), Verizon Select
Services Inc. (VSSI), Northern New England Spinco Inc. (Spinco), and
Northern New England Telephone Operations Inc. (Telco) -- and FairPoint
Communications, Inc. (FairPoint) (together with Verizon, Applicants)
have filed a series of applications pursuant to sections 214 and 310(d)
of the Communications Act of 1934, as amended, 47 U.S.C. §§ 214,
310(d).[^1] The Applicants seek Commission approval of the transfer of
certain spectrum licenses and section 214 authorizations in the states
of Maine, New Hampshire, and Vermont from Verizon to FairPoint.

Verizon Communications is a holding company that owns operating
subsidiaries that provide a range of communications services in the
United States and throughout the world. The company's operating
subsidiaries offer local telephone service, as well as broadband,
nationwide long-distance, high-capacity connections, video,
international, wireless, and other services.[^2] Verizon Communications
is a publicly-traded company. No person or entity owns 10 percent or
more of the equity in Verizon Communications.

Verizon Communications, through Verizon New England, provides local
exchange service and exchange access service to approximately 1.5
million access lines in 352 exchanges in Maine, New Hampshire, and
Vermont.[^3] Verizon New England is a direct, wholly-owned subsidiary of
NYNEX Corporation, a Delaware holding company, which in turn is a
direct, wholly-owned subsidiary of Verizon Communications, a Delaware
Corporation.

Verizon Communications also provides long-distance services in Maine,
New Hampshire, and Vermont through its subsidiaries, NYNEX Long
Distance, BACI, and VSSI. NYNEX Long Distance, a Delaware company, is a
direct, wholly-owned subsidiary of Bell Atlantic Worldwide Services
Group, Inc. (Bell Atlantic Worldwide), a Delaware holding company, which
in turn is a direct, wholly-owned subsidiary of NYNEX Corporation. BACI,
a Delaware corporation, is a direct, wholly-owned subsidiary of Verizon
Communications. VSSI, a Delaware corporation, is a wholly-owned
subsidiary of GTE Corporation. Verizon Communications owns more than 92
percent of GTE Corporation.

For the purpose of effectuating this transfer of control, Verizon
Communications created three subsidiaries, Spinco, Telco, and Enhanced
Communications of Northern New England Inc. (Newco). Spinco, a Delaware
corporation, is a newly formed holding company that was established for
the sole purpose of owning Telco and Newco, both of which are
wholly-owned subsidiaries of Spinco, and is a direct, wholly-owned
subsidiary of Verizon Communications.

FairPoint, a Delaware corporation, through its local exchange carrier
operating subsidiaries, provides wireline local exchange service and
exchange access service in 18 states, including Maine, New Hampshire,
and Vermont.[^4] FairPoint does not provide any local exchange service
in the exchanges in which Verizon currently operates in these three
states. FairPoint's interexchange carrier subsidiaries provide domestic
and international long-distance toll services in 18 states, including
Maine, New Hampshire, and Vermont. FairPoint is a publicly-traded
company. There are no entities that own a 10 percent or more equity
interest in FairPoint.[^5] Following the consummation of the proposed
transaction, no entity is expected to own 10 percent or more of the
equity of FairPoint.

On January 15, 2007, FairPoint entered into an Agreement and Plan of
Merger with Spinco and Verizon Communications. The proposed transaction
consists of two distinct but immediately sequential parts. First,
Verizon will undertake an internal reorganization consisting of the
following *pro forma* transactions: (1) Verizon New England will
transfer certain assets, liabilities, and customer relationships
relating to its local exchange and long-distance operations in Maine,
New Hampshire, and Vermont to Telco, a subsidiary of Verizon New
England; (2) NYNEX Long Distance, BACI, and VSSI will transfer certain
accounts receivable, liabilities, and customer relationships relating to
their long-distance operations in Maine, New Hampshire, and Vermont to
Newco, a direct, wholly-owned subsidiary of Spinco, through a series of
intermediate transfers;[^6] (3) Verizon New England will transfer the
stock in Telco to Spinco through a series of intermediate transfers;[^7]
and (4) Verizon Communications will then distribute the stock of Spinco
directly to the shareholders of Verizon Communications, such that Spinco
(and therefore Telco and Newco) no longer will be subsidiaries of
Verizon Communications.[^8]

Second, immediately following the *pro forma* transactions, Spinco will
be merged with and into FairPoint, resulting in the transfer of control
of Telco and Newco and the transfer of assets. FairPoint will be the
surviving company (under its existing name), and will own all of the
stock of Telco and Newco. Following the merger, no one entity is
expected to hold 10 percent or more of FairPoint's stock. Current
FairPoint management will manage the transferred assets and customer
relationships, and will control the day-to-day operations of FairPoint's
operating subsidiaries, including Telco and Newco.

**SECTION 214 AUTHORIZATIONS**

The following applications for consent to the assignment of
international Section 214 authorizations to FairPoint have been assigned
the file numbers listed below.

**A. International**

**[File No.]{.underline} [Authorization Holder]{.underline}
[Authorization Number]{.underline}**

ITC-ASG-20070206-00059 Verizon Select Services Inc.
ITC-214-20020705-00324

ITC-214-20020402-00167

ITC-214-20020213-00084

ITC-214-20020705-00325

ITC-214-20020402-00169

ITC-214-20020213-00083

ITC-ASG-20070206-00060 Bell Atlantic Communications, Inc.
ITC-214-20020213-00082

ITC-214-20020402-00170

ITC-214-20020705-00327

ITC-ASG-20070206-00061 NYNEX Long Distance Company
ITC-214-20020705-00326

d/b/a Verizon Enterprise Solutions ITC-214-20020402-00168

ITC-214-20020213-00081

ITC-ASG-20070206-00062 Verizon New England Inc. ITC-214-20030516-00243

**B. Domestic**

Applicants filed an application for consent to transfer control of
domestic section 214 authority to FairPoint. Applicants assert that this
transaction is entitled to presumptive streamlined treatment under
section 63.02(b)(1)(iii) of the Commission\'s rules because the proposed
transaction involves only the transfer of the local exchange assets of
an incumbent local exchange carrier by means other than an acquisition
of corporate control;[^9] alternatively, Applicants request streamlined
treatment under the Commission's case-by-case approach.[^10] In light of
the multiple applications pending before the Commission in this
transaction and the public interest review associated with them,
however, we conclude that Applicants\' domestic transfer of control
application is not subject to streamlined treatment.

**SECTION 310(D) APPLICATIONS**

The following applications for consent to the full and partial *pro
forma* assignment of Part 101 Common Carrier Fixed Point-to-Point
Microwave and Industrial/Business Pool licenses from Verizon New England
to Telco have been assigned the file numbers listed below.

  ----------------- ------------------------------------------- -------------
  **File No.**      **Licensee**                                **Lead Call
                                                                Sign**

  0002921065[^11]   Verizon New England Inc.                    KCK72

  0002921107        Verizon New England Inc.                    KA8049
  ----------------- ------------------------------------------- -------------

The following application for consent to the transfer of control of Part
101 Common Carrier Fixed Point-to-Point Microwave and
Industrial/Business Pool licenses held by Telco to FairPoint has been
assigned the file number listed below.

  ------------------ ------------------------------------------- -------------
  **File No.**       **Licensee**                                **Lead Call
                                                                 Sign**

  50005CFTC07[^12]   Northern New England Telephone Operations   KCK72
                     Inc.                                        
  ------------------ ------------------------------------------- -------------

EX PARTE STATUS OF THIS PROCEEDING

Pursuant to section 1.1200(a) of the Commission's rules,[^13] the
Commission may adopt modified or more stringent *ex parte* procedures in
particular proceedings if the public interest so requires. We announce
that this proceeding will be governed by permit-but-disclose *ex parte*
procedures that are applicable to non-restricted proceedings under
section 1.1206 of the Commission's rules.[^14]

We direct parties making oral *ex parte* presentations to the
Commission's statement re-emphasizing the public's responsibility in
permit-but-disclose proceedings and are reminded that memoranda
summarizing the presentation must contain the presentation's substance
and not merely list the subjects discussed.[^15] More than a one- or
two-sentence description of the views and arguments presented is
generally required.[^16] Other rules pertaining to oral and written
presentations are set forth in section 1.1206(b) as well.[^17] We urge
parties to use the Electronic Comment Filing System ("ECFS") to file *ex
parte* submissions.

GENERAL INFORMATION

The applications referenced herein have been found, upon initial review,
to be acceptable for filing. The Commission reserves the right to return
any application if, upon further examination, it is determined to be
defective and not in conformance with the Commission's rules or
policies. Final action on these applications will not be taken earlier
than thirty-one days following the date of this Public Notice.[^18]

Interested parties must file comments or petitions to deny no later than
**April 13, 2007**. Persons and entities that timely file comments or
petitions to deny may participate fully in the proceeding, including
seeking access to any confidential information that may be filed under a
protective order (subject to the restrictions contained in the
protective order) and seeking reconsideration of decisions. Responses or
oppositions to comments and petitions must be filed no later than
**April 23,** **2007**. Replies to such pleadings must be filed no later
than **April 30, 2007**. All filings concerning matters referenced in
this Public Notice should refer to DA 07-1314 and WC Docket No. 07-22,
as well as the specific file numbers of the individual applications or
other matters to which the filings pertain.

Under the Commission's procedures for the submission of filings and
other documents,[^19] submissions in this matter may be filed
electronically (*i.e*., though ECFS) or by hand delivery to the
Commission's Massachusetts Avenue location.

-   Electronic Filers:[^20] Comments may be filed electronically using
    the Internet by accessing the ECFS: <http://www.fcc.gov/cgb/ecfs/>.
    In completing the transmittal screen, filers should include their
    full name, U.S. Postal Service mailing address, and the applicable
    docket number. Parties also may 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.

-   Paper Filers: Parties who choose to file by paper must file an
    original and four copies of each filing.

> 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 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.

One copy of each pleading must be delivered electronically, by e-mail or
facsimile, or if delivered as paper copy, by hand or messenger delivery,
by commercial overnight courier, or by first-class or overnight U.S.
Postal Service mail (according to the procedures set forth above for
paper filings), to the Commission\'s duplicating contractor, Best Copy
and Printing, Inc., at fcc@bcpiweb.com or (202) 488-5563 (facsimile).

Additionally, filers must deliver courtesy copies by email or facsimile
to the following Commission staff:

-   Sumita Mukhoty, Policy Division, International Bureau, at
    Sumita.Mukhoty@fcc.gov or (202) 418-2824 (facsimile);

-   Adam Kirschenbaum, Competition Policy Division, Wireline Competition
    Bureau, at <adam.kirschenbaum@fcc.gov> or (202) 418-1413
    (facsimile);

-   Erin McGrath, Mobility Division, Wireless Telecommunications Bureau,
    at <erin.mcgrath@fcc.gov> or (202) 418-7224 (facsimile); and

-   Jim Bird, Office of General Counsel, at <jim.bird@fcc.gov> or (202)
    418-1234 (facsimile).

Copies of the Applications and any subsequently-filed documents in this
matter may be obtained from Best Copy and Printing, Inc., in person at
445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554, via
telephone at (202) 488-5300, via facsimile at (202) 488-5563, or via
e-mail at fcc@bcpiweb.com. The Applications and any associated documents
are also available for public inspection and copying during normal
reference room hours at the following Commission office: FCC Reference
Information Center, 445 12th Street, S.W., Room CY-A257, Washington,
D.C. 20554. The Applications also are available electronically through
the Commission's ECFS, which may be accessed on the Commission's
Internet website at http://www.fcc.gov.

People with Disabilities: To request this Public Notice in accessible
formats (computer diskette, large print, audio recording, and Braille)
send an email to <fcc504@fcc.gov> or call the Consumer & Governmental
Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty).

For further information, contact Adam Kirschenbaum, Competition Policy
Division, Wireline Competition Bureau, at 202-418-7280; Sumita Mukhoty,
Policy Division, International Bureau, at 202-418-7165; or Erin McGrath,
Mobility Division, Wireless Telecommunications Bureau, at 202-418-2042.

**-FCC-**

[^1]: *See* Verizon New England, Inc., NYNEX Long Distance Company, Bell
    Atlantic Communications, Inc., Verizon Select Services Inc., Verizon
    Communications Inc., and Northern New England Spinco Inc.,
    Transferors, and FairPoint Communications, Inc., Transferee, for
    Consent to Transfer Certain Assets and Long-Distance Customer
    Relationships in the States of Maine, New Hampshire, and Vermont,
    Consolidated Application for Consent to Transfer Assets, WC Docket
    No. 07-22 (filed Jan. 31, 2007); ITC-ASG-20070206-00059,
    ITC-ASG-20070206-00060, ITC-ASG-20070206-00061,
    ITC-ASG-20070206-00062; ULS File Nos. 0002921065, 0002921107,
    50005CFTC07.

[^2]: Further, Verizon Communications is a majority owner of Cellco
    Partnership d/b/a Verizon Wireless, which services approximately 56
    million wireless voice and data subscribers in the United States.

[^3]: The assets related to those operations will be transferred to
    Northern New England Telephone Operations Inc. (Telco), which will
    be wholly-owned by Spinco. The Applicants listed the affected
    exchanges in Attachment B to their application. In addition, Verizon
    New England provides local exchange and exchange access services in
    Massachusetts and Rhode Island.

[^4]: In addition to those three states, FairPoint owns and operates
    companies that provide telecommunications services in Alabama,
    Colorado, Florida, Georgia, Idaho, Illinois, Kansas, Massachusetts,
    Missouri, New York, Ohio, Oklahoma, Pennsylvania, Virginia, and
    Washington.

[^5]: *See* Letter from Brian W. Murray, Counsel to FairPoint, to
    Marlene H. Dortch, Secretary, FCC, WC Docket No. 07-22,
    ITC-ASG-20070206-00059, ITC-ASG-20070206-00060,
    ITC-ASG-20070206-00061, and ITC-ASG-20070206-00062 (filed Feb. 23,
    2007).

[^6]: Verizon Internet Services Inc., d/b/a Verizon On-Line, will
    transfer certain non-regulated customer relationships to Newco.

[^7]: Pursuant to the Merger Agreement and the Distribution Agreement
    between Verizon Communications and Spinco, dated January 15, 2007,
    the transaction may be accomplished by having Verizon New England
    create a new Spinco as a direct subsidiary of it, rather than of
    Verizon Communications, and that new company would ultimately merge
    with FairPoint. In that event, (i) Verizon New England would
    transfer the assets, liabilities, and customer relationships at
    issue to Telco, which would be established as a Delaware limited
    liability company rather than as a Delaware corporation, (ii)
    Verizon New England would transfer its membership interest in Telco
    directly to Spinco, and (iii) Verizon New England would then
    transfer the stock of Spinco, through an intermediate step, to
    Verizon Communications. Under either alternative, Telco will be a
    wholly-owned subsidiary of Spinco, and Spinco will be a wholly-owned
    subsidiary of Verizon Communications just prior to the distribution
    of the Spinco stock to Verizon Communications' shareholders.

[^8]: *See* 47 C.F.R. § 63.24(d) (defining *pro forma* assignments).

[^9]: *See* 47 C.F.R. § 63.03(b)(1)(iii).

[^10]: *See Implementation of Further Streamlining Measures for Domestic
    Section 214 Authorizations*, Report and Order, 17 FCC Rcd 5517,
    5535, para. 34 (2002).

[^11]: This application has been designated the lead application for the
    section 310(d) applications. For information about the partial
    assignment of licenses, see ULS File No. 0002921065, at Attachment 3
    (amended Mar. 2, 2007).

[^12]: This application is attached to File No. 0002921065. This
    application seeks consent for the transfer of control of licenses
    held by Telco from Spinco to FairPoint. These licenses, however, are
    currently held by Verizon New England and are the subject of the two
    pending *pro forma* assignment of license applications listed above.
    *See* ULS File Nos. 0002921065 and 0002921107. Since the
    applications assigning licenses from Verizon New England to Telco
    remain pending and have not been consummated by the parties, the
    licenses are not shown as belonging to Telco in ULS. Thus, this
    application was filed manually with a request for waiver of the ULS
    electronic filing requirement, pursuant to section 1.913(b) of the
    Commission's rules. 47 C.F.R. § 1.913(b). We grant the parties'
    request for waiver of the ULS filing requirement.

[^13]: 47 C.F.R. § 1.1200(a).

[^14]: *Id.* § 1.1206.

[^15]: *See* *Commission Emphasizes the Public's Responsibilities in
    Permit-But-Disclose Proceedings*, Public Notice, 15 FCC Rcd 19945
    (2000).

[^16]: *See* 47 C.F.R. § 1.1206(b) (2).

[^17]: *Id.* § 1.1206(b).

[^18]: *See* 47 U.S.C. § 309(b).

[^19]: *See Implementation of Interim Electronic Filing Procedures for
    Certain Commission Filings*, Order, 16 FCC Rcd 21483 (2001); *see
    also* *FCC Announces a New Filing Location for Paper Documents and a
    New Fax Number for General Correspondence*, Public Notice, 16 FCC
    Rcd 22165 (2001); *Reminder: Filing Locations for Paper Documents
    and Instructions for Mailing Electronic Media*, Public Notice, 18
    FCC Rcd 16705 (2003).

[^20]: *See* *Electronic Filing of Documents in Rulemaking Proceedings*,
    GC Docket No. 97-113, Report and Order, 13 FCC Rcd 11322 (1998).