Federal Communications Commission
News Media Information 202 / 418-0500
445 12th St., S.W.
Washington, D.C. 20554
November 14, 2012
DOMESTIC SECTION 214 AUTHORIZATION GRANTED
Domestic Section 214 Application Filed for the Transfer of Control of
Astound Broadband, LLC, Subsidiary of WaveDivision Holdings, LLC, to OH WDH Holdco, LLC
WC Docket No. 12-158
On June 18, 2012, WaveDivision Holdings, LLC (Wave Parent) and OH WDH Holdco, LLC
(Oak Hill Holdco) (together, Applicants) filed an application pursuant to section 63.03 of the
Commission’s rules1 requesting approval for the transfer of control of Wave Parent’s wholly-owned
subsidiary, Astound Broadband, LLC (Astound), to Oak Hill Holdco.
On July 9, 2012, the Wireline Competition Bureau (Bureau) released a public notice accepting the
application for streamlined processing. 2 On July 19, 2012, 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 action
on this application while they reviewed potential national security, law enforcement, and public safety
issues.3 In response to the request, the Bureau removed the application from streamlined review.4 On
November 13, 2012, the Executive Branch Agencies withdrew their request to defer action, stating that
they have no objection to the application.5
The 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, the resulting entity
would have a market share in the U.S. interstate interexchange market of less than 10 percent and would
provide competitive telephone exchange services or exchange access services (if at all) exclusively in
1 47 C.F.R § 63.03; see
47 U.S.C. § 214.
2 Domestic Section 214 Application Filed for the Transfer of Control of Astound Broadband, LLC, Subsidiary of
WaveDivision Holdings, LLC, to OH WDH Holdco, LLC
, WC Docket No. 12-158, Public Notice, 27 FCC Rcd 7597
3 Letter from Kimberly M. Schmid, U.S. Department of Justice, to Marlene H. Dortch, FCC, WC Docket No. 12-
158, ITC-T/C-20120619-00173 (filed July 19, 2012).
4 Notice of Removal of Domestic Section 214 Application From Streamlined Treatment
, WC Docket No. 12-158,
Public Notice, 27 FCC Rcd 8872 (WCB 2012).
5 Letter from Kimberly M. Schmid, U.S. Department of Justice, to Marlene H. Dortch, FCC, WC Docket No. 12-
158, ITC-T/C-20120619-00173 (filed Nov. 13, 2012).
geographic areas served by a dominant local exchange carrier that is not a party to the transaction. In
addition, the Applicants are not dominant with respect to any domestic service.6
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.7 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, 47 C.F.R. § 0.291, the Bureau hereby grants the application discussed in
this Public Notice.
Pursuant to section 1.103 of the Commission’s rules, 47 C.F.R. § 1.103, the grant is effective
upon release of this Public Notice. Petitions for reconsideration under section 1.106 or applications for
review under section 1.115 of the Commission’s rules, 47 C.F.R. §§ 1.106, 1.115, may be filed within 30
days of the date of this Public Notice.
For further information, please contact Jodie May at (202) 418-0913, Competition Policy
Division, Wireline Competition Bureau.
6 47 C.F.R. 63.03(b)(2)(i).
7 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.