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If you need the complete document, download the WordPerfect version or Adobe Acrobat version, if available. ***************************************************************** Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of ) PRIMUS TELECOMMUNICATIONS GROUP, INC. ) and ) TRESCOM INTERNATIONAL, INC. ) ) Application for authority, pursuant to ) File No. ITC-98-202-TC Section 214 of the Communications Act of) 1934, as amended, to transfer control of an ) authorized international carrier. ) MEMORANDUM OPINION, ORDER AND AUTHORIZATION Adopted: May 19, 1998 Released: May 21, 1998 By the Chief, Telecommunications Division: 1. Primus Telecommunications Group, Inc. (Primus) and TresCom International, Inc. (TresCom), pursuant to Section 214 of the Communications Act of 1934, as amended, and the Cable Landing License Act submitted the above-captioned application requesting authority to transfer control of TresCom to Primus. The application was placed on public notice on March 13, 1998. No comments were received. 2. Primus, a publicly-traded Delaware corporation, is the parent company of Primus Telecommunications, Inc. (PTI). PTI is authorized to provide facilities-based and resale services between the United States and international points. Primus is affiliated with foreign carriers in Australia, Canada, Mexico, and the United Kingdom. TresCom, a publicly-traded Florida corporation, is authorized, through its subsidiaries, to provide facilities-based and resale services between the United States and international points. TresCom's subsidiaries are also authorized, under the Cable Landing License Act to land and operate several submarine cables in the United States. Primus and TresCom have entered into an Agreement and Plan of Merger whereby TresCom will be merged with Taurus Acquisition Corporation, a newly-formed Florida corporation and wholly-owned subsidiary of Primus, formed for this transaction. The surviving entity will be TresCom. Thus, TresCom will become a wholly-owned subsidiary of Primus. 3. As required by the Commission's rules, Primus and TresCom have certified that they have not agreed to accept any special concessions from any foreign carrier and will not enter into such agreements in the future, except as permitted by the Commission's rules. TresCom further certifies that its affiliated foreign carriers do not have the ability to discriminate against unaffiliated U.S. carriers through control of bottleneck services or facilities. 4. Based on their application, the foreign affiliates of Primus do not raise concerns that could persuade us to deny the application under Section 214 of the Communications Act, as amended, or the Cable Landing License Act. We note that Primus Mexico, an affiliate of Primus, is on the route served by the Columbus II Cable System, one of TresCom's subsidiaries' submarine cable landing license authorizations. Primus Mexico does provide private line voice and data services, however, we find that it lacks market power on the U.S.-Mexico route. 5. Pursuant to Section 1.767(b) of the Commission's Rules, the Cable Landing License Act, and Executive Order No. 10530, we informed the Department of State of the application. The Department of State, after coordinating with the National Telecommunications and Information Administration and the Department of Defense, stated that it has no objection to the proposed transfer of control. 6. Upon consideration of the application and in view of the foregoing, we conclude that consent to transfer control of TresCom to Primus will serve the public interest, convenience and necessity. 7. Accordingly, IT IS ORDERED that the application of TresCom and Primus, File No. ITC-98-202-TC IS GRANTED, and the transfer of control of TresCom to Primus is authorized. 8. IT IS FURTHER ORDERED that all terms and conditions of any Commission orders granting authority to TresCom and Primus to provide common carrier services remain in effect. 9. This Order is issued under Section 0.261 of the Commission's Rules and is effective upon adoption. 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 public notice of this Order (see Section 1.4(b)(2)). FEDERAL COMMUNICATIONS COMMISSION Diane J. Cornell Chief, Telecommunications Division International Bureau