The companies submitted this letter to the FCC on June 1 in response to another late flurry of third-party comments filed over the course of the last week. Some key passages from the response letter are as follows:

"These letters, as well as others filed in the docket, repeat a call for detailed, heavy-handed conditions similar to those that have applied to large transactions involving the Bell Operating Companies ('BOCs') to be placed on this merger of two much smaller midsize carriers. These letters add nothing of significance to the facts or arguments that have previously been presented in this record and already addressed by the Applicants. Nonetheless, the Applicants submit this response to complete the record.

"There is no justification in either two decades of Commission merger precedents or in the factual record in this docket to impose BOC-like conditions on this instant merger. The Applicants do not now compete with each other, except for minimal, limited overlaps, and therefore there is no reduction of competition in any market as a result of this merger. As the Applicants have previously noted, antitrust authorities cleared the transaction, and without any qualification, in far less than the statutorily allocated time period under Hart-Scott-Rodino.

"The few remaining opponents COMPTEL, Charter, and a handful of competitive local exchange carriers (CLECs) do not even oppose Commission approval of the transaction, but rather continue to press for self-serving and onerous conditions on this merger?a transaction that is clearly in the public interest. They appear to be using the Commission application review process as a pretext to obtain a wish list of interconnection obligations. Their claims are littered with misleading anecdotal stories that do not withstand scrutiny, and are mostly attempts to appeal and preempt existing state arbitration decisions in this unrelated proceeding before the FCC."

First, it will be pointed out that the comments/responses in this case are indeed becoming repetitive and redundant as the FCC review "timeclock" nears the end of its 180-day target deadline. For a case that is relatively uncomplicated, the third-party involvement here has certainly resulted in an unnecessarily high level of documented issues which, as the companies note, are literally not relevant to the FCC's regulatory role.

Second, there is obviously a strong coordinated effort to use this case as an in-road to the new FCC leadership where intervention is concerned. Had this deal taken place a year ago, it is highly unlikely that the third parties would continue their efforts so late in a process that appears headed to an approval without severe conditions.

Finally, although the FCC in previous years has often extended its review beyond the "timeline" target, the impression is that the current FCC will attempt to avoid extensions and/or delays where its merger-related reviews are concerned. despite the events in the FCC over the last several weeks, there continues to be no expectation by this publication that the final decision of approval will be delayed far into this month.

FCC approval is anticipated within the next few days for this transaction.