**DA 06-2586**

**Released: December 22, 2006**

**DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF
LIGHTYEAR NETWORK SOLUTIONS, LLC,**

**FIRST COMMUNICATIONS, LLC, AND XTENSION SERVICES, INC.**

**TO FIRST COMMUNICATIONS, INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 06-228**

**Comments Due: January 5, 2007**

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

On December 06, 2006, First Communications, Inc. ("FCI"), a newly formed
holding company, Lightyear Network Solutions, LLC ("Lightyear"), First
Communications, LLC ("First Communications"), and Xtension Services,
Inc. ("Xtension") (collectively, the "Applicants"), filed an
application, pursuant to section 63.04 of the Commission's rules,[^1]
requesting authority to transfer control of Lightyear, First
Communications, and Xtension to FCI.[^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 the proposed transaction will result in: (1) FCI, as the
Transferee, holding less than a 10% share of the interstate,
interexchange market; (2) FCI, as the Transferee, providing competitive
telephone exchange services or exchange access services (if at all)
exclusively in geographic areas served by dominant local exchange
carriers (none of which is a party to the proposed transactions); and
(3) none of the Applicants or their affiliates are dominant with respect
to any service.[^3]

Lightyear, a Kentucky limited liability company, is authorized to
provide local exchange telecommunications services in 44 states and long
distance telecommunications services in 49 states.[^4] Lightyear is a
wholly owned subsidiary of LY Holdings, LLC,[^5] a Kentucky limited
liability company, which, in turn, is owned by a series of investors
including LANJK, LLC, SullivanLY, LLC, and Rice-LY Ventures, LLC.

First Communications, an Ohio limited liability company, provides
telecommunications services to customers located primarily in Ohio,
Michigan, Indiana, Illinois, North Carolina, Texas, Pennsylvania and
Florida.[^6] First Communications' services include traditional local
and long distance services, toll-free services, conference calling
packages, calling cards, prepaid calling cards, Internet access and
dedicated and private line services. First Communications'
telecommunications services are provided primarily on a resale basis
using the facilities and switches that are owned and operated by other
telecommunications carriers. The following companies own a 10% or
greater interest in First Communications: McKinley Communications, LLC
(51%); First Energy Corp. (32%); and Boich Investment Group, Ltd. (17%).
No other entity holds a 10% or greater ownership interest in First
Communications.[^7]

Xtension, a Delaware corporation, is authorized to provide long distance
telecommunications services in 13 states and local exchange
telecommunications services in New Jersey.[^8] Jamie J. O'Steen and
David H. Amis, both U.S. citizens, each own 50% of Xtension.

FCI, a newly formed Delaware corporation, does not hold any domestic
section 214 authorizations. Prior to the closing of these three
transactions, FCI will undertake an initial public offering on the
Alternative Investment Market of the London Stock Exchange ("AIM") in
March 2007 after which approximately 72% of its shares will be held by
new investors, and the remaining shares will be held by existing owners
and founders/management of Lightyear, First Communications, and
Xtension. Applicants do not expect that any individual will hold an
attributable interest in more than 10 percent of the shares of FCI, or
that any individual or entity will hold any controlling interest.
Applicants also state that founding management will hold a combined
interest of 15 percent, but no individual among the founding management
group will hold more than 10 percent of the stock of FCI. Further,
Applicants state that none of the current shareholders of Lightyear,
First Communications or Xtension will hold more than 10% of the stock of
FCI,[^9] and Applicants do not expect that any individual or entity will
acquire more than 10% of the publicly offered shares.

Applicants propose to complete a transaction through which FCI will
acquire 100% control of Lightyear, First Communications, and Xtension
following the initial public offering of shares by FCI on the AIM.[^10]
The transaction will not result in any assignment or transfer of
authorizations, assets or customers of Lightyear, First Communications,
and Xtension. All three operating companies will continue to provide
service to their existing customers pursuant to their existing
authorizations.

Applicants state that the proposed transaction will serve the public
interest because, immediately following the consummation of the proposed
transaction, Lightyear, First Communications, and Xtension will continue
to offer service to existing customers with no change in their rates or
terms and conditions of service. Therefore, transfer of control of
Lightyear, First Communications, and Xtension will be seamless and
virtually transparent to consumers. Applicants further assert that
operation as an integrated entity will allow the merged companies to be
more technically, operationally, and financially able to compete in the
telecommunications marketplace.

**[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**.[^11] 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.[^12] 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.

```{=html}
<!-- -->
```
-   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) Myrva Charles, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C330, Washington, D.C. 20554;
    email: <myrva.charles@fcc.gov>;

(3) Adam Kirschenbaum, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C211, Washington, D.C. 20554;
    e-mail: <adam.kirschenbaum@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 Myrva Charles at (202) 418-1506,
or Adam Kirschenbaum at (202) 418-7280.

\- **FCC** -

![](media/image2.wmf){width="6.944444444444445e-4in"
height="6.944444444444445e-4in"}

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

[^2]: Applicants filed a supplement to the application on December 22,
    2006. Applicants are also filing 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]: *See* 47 C.F.R. § 63.03(b)(2)(i).

[^4]: Lightyear is authorized to provide telecommunications services in
    Alabama, Arizona, Arkansas, California, Colorado, Connecticut,
    Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa,
    Kansas, Kentucky, Louisiana, Maine, Massachusetts, Maryland,
    Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska,
    Nevada, New Hampshire, New Jersey, New Mexico, New York, North
    Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode
    Island, South Carolina, South Dakota, Tennessee, Texas, Utah,
    Vermont, Virginia, Washington, West Virginia, Wisconsin, and
    Wyoming.

[^5]: As part of the proposed Transaction, LY Holdings, LLC will be
    merged into Lightyear and therefore will cease to exist as an
    intermediate holding company following the transfer of control to
    FCI.

[^6]: First Communications is authorized to provide telecommunications
    services in Alabama, Arkansas, California, Colorado, Connecticut,
    Delaware, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas,
    Kentucky, Maine, Massachusetts, Maryland, Michigan, Minnesota,
    Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New
    Jersey, New Mexico, New York, North Carolina, Ohio, Oregon,
    Pennsylvania, Rhode Island, South Dakota, Tennessee, Texas, Utah,
    Vermont, Virginia, Washington, West Virginia, and Wisconsin.

[^7]: On November 30, 2006, First Communications, LLC, Acceris
    Management and Acquisition LLC (\"Acceris\"), New Access
    Communications LLC (\"New Access\"), and Choicetel LLC
    (\"Choicetel\") filed a domestic section 214 application to transfer
    local and long distance customers and assets in multiple states of
    Acceris, New Access, and Choicetel to First Communications, LLC.
    That application is pending. *Domestic Section 214 Application Filed
    for the Acquisition of Assets of Acceris Management and Acquisition
    LLC, New Access Communications LLC and Choicetel LLC by First
    Communications, LLC*, WC Docket No. 06-217, Public Notice, DA
    06-2509 (rel. Dec. 14, 2006).

[^8]: Xtension is authorized to provide telecommunications services in
    California, Colorado, Florida, Illinois, Kansas, Michigan, Nevada,
    New Jersey, New York, North Carolina, Pennsylvania, Texas, and
    Washington.

[^9]: Applicants state that, following the AIM admission and as of the
    closing of the transaction and the resulting transfer of control,
    the existing First Communications shareholders will hold an
    aggregate of approximately 7.5 percent in FCI; the current
    shareholders in LY Holdings, LLC (the parent of Lightyear) will hold
    an aggregate of approximately 3.5 percent in FCI; and the current
    shareholders in Xtension will hold an aggregate of approximately 3
    percent in FCI.

[^10]: Applicants state that, at the time of closing, another parent
    holding company may be added to the corporate structure as the
    publicly-traded parent company, and the publicly-traded company will
    be the ultimate parent of Lightyear, First Communications, and
    Xtension. Applicants further state that the insertion of such an
    additional holding company would not in any way alter the ownership
    information provided in this Application and would merely result in
    there being an intermediate holding company between Lightyear, First
    Communications, and Xtension and the ultimate publicly-traded
    parent. Because a decision as to whether to add an additional
    holding company may not be made until immediately prior to the
    public offering, Applications request that the Commission's grant of
    this Application include approval of this possible alternative
    structure so as not to impede or delay the orderly process of the
    offering.

[^11]: *See* 47 C.F.R. § 63.03(a).

[^12]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.