PUBLIC NOTICE Federal Communications Commission 445 12 th St., S.W. Washington, D.C. 20554 News Media Information 202 / 418-0500 Internet: http://www.fcc.gov TTY: 1-888-835-5322 DA 14-466 April 4, 2014 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF CONTERRA ULTRA BROADBAND, LLC TO CUB PARENT, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 14-51 Comments Due: April 18, 2014 Reply Comments Due: April 25, 2014 On March 19, 2014, Conterra Ultra Broadband, LLC (Conterra), Conterra Ultra Broadband Holdings, Inc. (Conterra Holdings), and CUB Parent, Inc. (CUB Parent), (collectively, Applicants) filed an application pursuant to section 63.03 of the Commission’s rules 1 to transfer control of Conterra from Conterra Holdings to CUB Parent. Conterra, a South Carolina limited liability company, is a wholly-owned, direct subsidiary of Conterra Holdings, a Delaware corporation that does not itself provide telecommunications services. Conterra provides competitive telecommunications services in multiple states, 2 primarily cellular backhaul transport services and access and broadband networks for schools, healthcare, and government facilities. 3 The following U.S. entities currently own 10 percent or more of Conterra Holdings: DukeNet 1 47 C.F.R § 63.03; see 47 U.S.C. § 214. Applicants are also filing applications for transfer of control associated with authorization for wireless licenses. Any action on this domestic section 214 application is without prejudice to Commission action on other related, pending applications. 2 Applicants state that Conterra is authorized as a competitive carrier in Alabama, Arkansas, California, Colorado, Florida, Georgia, Mississippi, Montana, New Mexico, North Carolina, Tennessee, Texas, Virginia, and Washington. Conterra’s authorizations to provide competitive telecommunications services is pending in Arizona and Oklahoma. Holdings owns 100 percent of Conterra Broadband Inter-Mountain, LLC, a Colorado limited liability company, and Conterra Wireless Broadband, LLC, a North Carolina limited liability company. 3 Conterra Holdings owns 40 percent of Detel Wireless, LLC (Detel), a Louisiana limited liability company that provides competitive telecommunications services in Louisiana and Mississippi. Conterra Holdings has filed a separate domestic section 214 application to transfer control of Detel to CUB Parent. Application of DFF Holdings, LLC, Detel Wireless, LLC, and CUB Parent, Inc. for Grant of Authority Pursuant to Section 214, WC Docket No. 14-55 (filed Mar. 21, 2014). 2Communications, LLC and DukeNet Communications Holdings, Inc. (10.78 percent), The 1996 Stephen Richard Leeolou Living Trust (10.91 percent), and The Goldman Sachs Group, Inc. (29.86 percent). CUB Parent is a Delaware corporation formed for the purpose of acquiring control of Conterra Holdings and Conterra. CSC CUB Holdings, LLC, a Delaware limited liability company, owns 77.2 percent of CUB Parent. CSC CUB Holdings, LLC is a holding company for investment funds (Funds) managed by Court Square, a U.S. investment entity. 4 The Funds own 100 percent of the membership interests in CSC CUB Holdings, LLC and will collectively hold a 77.2 percent indirect equity interest in Conterra through their equity interest in CSC CUB Holdings, LLC. Applicants state that each Fund is a limited partnership controlled and managed by its sole general partner, Court Square Capital GP III, LLC (GP), a Delaware limited liability company. The largest investor in CSC CUB Holdings, LLC is Court Square Capital Partners III, L.P., a Delaware limited partnership (CSC Fund III). CSC Fund III will hold 81.4 percent of the LLC interests in CSC CUB Holdings LLC, and in turn, will indirectly hold an approximate 62.9 percent indirect equity interest in Conterra. GP is managed and controlled by a Board of Manager who are U.S. citizens: William Comfort, David Thomas, Michael Delaney, Joseph Silvestri, Ian Highet, and John Weber. Pursuant to the terms of the proposed transaction, CUB Parent will directly own 100 percent of the equity and voting interests in Conterra Holdings which will in turn own 100 percent of the membership interests in Conterra. Applicants assert that the proposed transaction is entitled to presumptive streamlined treatment under section 63.03(b)(2)(i) of the Commission’s rules and that a grant of the application will serve the public interest, convenience, and necessity. 5 Domestic Section 214 Application Filed for the Transfer of Control of Conterra Ultra Broadband, LLC to Cub Parent, Inc., WC Docket No. 14-51 (filed Mar. 19, 2014). GENERAL INFORMATION 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 application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules and policies. Pursuant to section 63.03(a) of the Commission’s rules, 47 CFR § 63.03(a), interested parties may file comments on or before April 18, 2014, and reply comments on or before April 25, 2014. Pursuant to section 63.52 of the Commission’s rules, 47 C.F.R. § 63.52, commenters must serve a copy of comments on the Applicants no later than the above comment filing date. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day after the date of this notice. Pursuant to section 63.03 of the Commission’s rules, 47 CFR § 63.03, parties to this proceeding should file any documents in this proceeding using the Commission’s Electronic Comment Filing System (ECFS): http://fjallfoss.fcc.gov/ecfs2/. In addition, e-mail one copy of each pleading to each of the following: 4 Applicants state that funds managed by Court Square control Fibertech Networks, LLC and Fiber Technologies Networks, LLC that provide competitive telecommunications services in multiple states. 5 47 C.F.R. § 63.03(b)(2)(i). 31) Myrva.Charles, Competition Policy Division, Wireline Competition Bureau, myrva.charles@fcc.gov; 2) Jodie May, Competition Policy Division, Wireline Competition Bureau, jodie.may@fcc.gov; 3) Jim Bird, Office of General Counsel, jim.bird@fcc.gov. 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). The proceeding in this Notice shall be treated as a “permit-but-disclose” proceeding in accordance with the Commission’s ex parte rules. Persons making ex parte presentations must file a copy of any written presentation or a memorandum summarizing any oral presentation within two business days after the presentation (unless a different deadline applicable to the Sunshine period applies). Persons making oral ex parte presentations are reminded that memoranda summarizing the presentation must (1) list all persons attending or otherwise participating in the meeting at which the ex parte presentation was made, and (2) summarize all data presented and arguments made during the presentation. If the presentation consisted in whole or in part of the presentation of data or arguments already reflected in the presenter’s written comments, memoranda or other filings in the proceeding, the presenter may provide citations to such data or arguments in his or her prior comments, memoranda, or other filings (specifying the relevant page and/or paragraph numbers where such data or arguments can be found) in lieu of summarizing them in the memorandum. Documents shown or given to Commission staff during ex parte meetings are deemed to be written ex parte presentations and must be filed consistent with rule 1.1206(b), 47 C.F.R. § 1.1206(b). Participants in this proceeding should familiarize themselves with the Commission’s ex parte rules. For further information, please contact Myrva Charles at (202) 418-1506 or Jodie May at (202) 418-0913. - FCC -