2 DA 18-1179 November 16, 2018 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF DELTA COMMUNICATIONS, L.L.C. D/B/A CLEARWAVE COMMUNICATIONS TO CABLE ONE, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 18-340 Comments Due: November 30, 2018 Reply Comments Due: December 7, 2018 By this Public Notice, the Wireline Competition Bureau (Bureau) seeks comment from interested parties on an application filed by Delta Communications, L.L.C. d/b/a Clearwave Communications (Clearwave) and Cable One, Inc. (Cable One) (collectively, the Applicants), pursuant to section 214 of the Communications Act of 1934, as amended, and sections 63.03-04 of the Commission’s rules, requesting consent for the transfer of control of Clearwave to Cable One. See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. Applicants also filed an application for the transfer of authorizations associated with international services. Any action on the domestic section 214 application is without prejudice to Commission action on other related, pending applications. Applicants have also concurrently filed a request for special temporary authority to address an unauthorized transfer of control that occurred in 2011 when a private equity firm, SCP Clearwave LLC (SCP Clearwave), acquired a 70.9 percent interest in Clearwave without prior Commission approval and currently holds an 83.1 percent interest in Clearwave. See Request for Special Temporary Authority, WC Docket No. 18-340 (filed Nov. 12, 2018). On November 15, 2018, the Bureau granted Applicants’ request for special temporary authority to authorize Clearwave to continue providing service for 60 days pending approval of this domestic section 214 application. A grant of the application would be without prejudice to any enforcement action by the Commission for non-compliance with the Act or the Commission's rules. Clearwave, an Illinois limited liability company, is authorized to provide competitive telecommunications services in Illinois, Indiana, and Missouri. Cable One, a publicly traded Delaware corporation, and its affiliates, provide video and interconnected Voice over Internet Protocol (VoIP) services in Alabama, Arizona, Arkansas, Idaho, Illinois, Indiana, Iowa, Kansas, Louisiana, Minnesota, Mississippi, Missouri, Nebraska, New Mexico, North Dakota, Oklahoma, Oregon, South Dakota, Tennessee, Texas, and Washington. The following publicly traded Maryland corporation and U.S. citizens hold a 10 percent or greater interest in Cable One: T. Rowe Price Associates, Inc. (T. Rowe) (beneficially holds 13.7 percent of Cable One’s common stock); Donald E. Graham (beneficially holds 13.2 percent of Cable One’s common stock); and Daniel L. Mosley (trustee of various trusts and has shared voting and investment power in 11.6 percent of Cable One’s stock). Applicants state that T. Rowe is a wholly owned subsidiary of T. Rowe Price Group, Inc. (T. Rowe Price Group), a publicly traded Maryland corporation, in which no single person or entity holds a 10 percent or greater interest. Pursuant to the terms of the proposed transaction, Cable One, Clearwave, CABO Broadband, LLC (Merger Sub), and SCP Clearwave (solely in its capacity as a representative) entered into an agreement in which Merger Sub will merge with and into Clearwave, with Clearwave continuing as the surviving entity and becoming a wholly owned subsidiary of Cable One. Applicants asserts 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. 47 CFR § 63.03(b)(2)(i). Domestic Section 214 Application Filed for the Transfer of Control of Delta Communications L.L.C. d/b/a Clearwave Communications to Cable One, Inc., WC Docket No. 18-340 (filed Nov. 13, 2018). 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 November 30, 2018, and reply comments on or before December 7, 2018. Pursuant to section 63.52 of the Commission’s rules, 47 CFR § 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 using the Commission’s Electronic Comment Filing System (ECFS): http://apps.fcc.gov/ecfs/. In addition, e-mail one copy of each pleading to each of the following: 1) Tracey Wilson, Competition Policy Division, Wireline Competition Bureau, tracey.wilson@fcc.gov; 2) Gregory Kwan, Competition Policy Division, Wireline Competition Bureau, gregory.kwan@fcc.gov; 3) David Krech, International Bureau; david.krech@fcc.gov; 4) Sumita Mukhoty, International Bureau; sumita.mukhoty@fcc.gov; and 5) 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), 1-888-835-5322 (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 CFR § 1.1206(b). Participants in this proceeding should familiarize themselves with the Commission’s ex parte rules. For further information, please contact Tracey Wilson at (202) 418-1394 or Gregory Kwan at (202) 418-1191. FCC 3