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 18-300 March 26, 2018 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF FIRSTLIGHT TO FLIGHT GROUP HOLDINGS LP STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 18-83 Comments Due: April 9, 2018 Reply Comments Due: April 16, 2018 By this Public Notice, the Wireline Competition Bureau seeks comment from interested parties on an application filed by OHCP Northeastern Fiber Buyer Holdco, L.P. (OHCP) and Flight Group Holdings LP (Transferee) (collectively, 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 to transfer control of the telecommunications service providers operating under the FirstLight brand (Authority Holders) to Transferee. 1 The Authority Holders and their affiliates are all U.S.-based and provide domestic telecommunications services over approximately 14,000 route miles of fiber in a total of six states as follows: ? TVC Albany, Inc. (TVC) provides competitive telecommunications services in Connecticut, Maine, Massachusetts, New Hampshire, New York, Rhode Island, and Vermont, and has provisional authority to provide intrastate telecommunications services in Pennsylvania. ? segTEL, Inc. provides competitive telecommunications services in Maine, Massachusetts, New Hampshire, and Vermont. ? Oxford Telephone Company (Oxford Telephone) provides incumbent local exchange carrier (LEC) services in the exchanges of Buckfield, Turner, North Turner, Sumner, Canton, and West Paris, Maine. ? Oxford West Telephone Company (Oxford West) provides incumbent LEC services in the exchanges of Hebron, Bryant Pond, Bethel, West Bethel, Roxbury Pond, Locke Mills, North Norway, Andover, and Upton, Maine. 1 See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. Applicants also filed applications for the transfer of authorizations associated with international and wireless services. Any action on the domestic section 214 applications is without prejudice to Commission action on other related, pending applications. 2? Oxford County Telephone Service Company (Oxford Service) provides competitive LEC services within the exchange territory of Fairpoint NNE (former Verizon territory within Maine). ? Revolution Networks, LLC provides competitive LEC services in New Hampshire and Maine, and does not offer service within the exchange territories of its affiliated incumbent LECs, Oxford Telephone and Oxford West. ? Oxford County Telephone and Telegraph Company provides interstate and intrastate interexchange services to the local service subscribers of Oxford Telephone, Oxford West, and Oxford Service. ? Northeast Competitive Access Providers, LLC serves as a carrier’s carrier, offering domestic interstate and intrastate interexchange services through its fiber facilities from Boston, Massachusetts to Bangor, Maine. ? BayRing Communications, Inc. provides competitive LEC services primarily in Maine, Massachusetts, and New Hampshire. ? Sovernet, Inc. operates a competitive regional, intercity network across the western and central portions of New York and in the northeastern portion of Pennsylvania. ? Sovernet Fiber Corp. provides competitive transport services in Vermont, New Hampshire, and Massachusetts. ? ION Holdco, LLC, provides competitive transport services in Vermont, New Hampshire, and Pennsylvania, and intrastate services in New York. ? National Mobile Communications Corporation provides competitive LEC services in Vermont and New Hampshire. ? Finger Lakes Technology Group, Inc provides competitive LEC services in upstate New York and Pennsylvania. ? TVC’s indirect subsidiaries, 186 Communications, LLC (186) and New Hampshire Optical Systems, Inc.(NHOS) do not provide interstate telecommunications services but hold authorization to provide intrastate telecommunications services in Massachusetts (186), New Hampshire (186), New York (186), and Vermont (NHOS). Transferee is a Delaware limited partnership formed for the purpose of acquiring FirstLight and is owned and jointly controlled by two private equity funds: Antin Infrastructure Partners III, FPCI (Antin III France, French citizenship) and Antin Infrastructure Partners III, L.P. (Antin III UK, United Kingdom citizenship) (together, Antin III). Applicants state that Antin III France and Antin III UK are funds jointly controlled and managed by Antin Infrastructure Partners S.A.S. (French citizenship), Antin Infrastructure Partners Luxembourg GP Sarl (Luxembourg citizenship), and Antin Infrastructure Partners UK Limited (United Kingdom citizenship). Applicants further state that interests in Antin III France and Antin III UK are broadly held and that no individual or entity has a 10 percent or greater interest in Antin III, and indirectly, in Transferee. 2 Applicants state that Transferee does not control and is not affiliated with any domestic telecommunications providers in the United States. Pursuant to the Stock Purchase Agreement among OHCP and its subsidiary, OHCP Northeastern Fiber Buyer, Inc. (NFB), and Transferee’s indirect, wholly-owned subsidiary, Flight Bidco, Inc. (Flight Bidco), Flight Bidco will acquire from OHCP 100-percent of the outstanding equity securities of NFB, and immediately following closing, Flight Bidco will merge with and into NFB, with NFB continuing as the surviving entity in the merger. Applicants state that, following 2 Applicants explain that all investment decisions in relation to Antin III are ultimately made by Mark Crosbie, United Kingdom citizenship, and Alain Rauscher, French citizenship. 3the closing of the proposed transaction, NFB will be directly owned 100 percent by Flight Intermediate Holdco Inc., a Delaware corporation (FIH). FIH is directly 100-percent owned by Flight Holdco Inc., a Delaware corporation (Flight Holdco), which in turn is directly owned 100 percent by Transferee. Applicants assert that the proposed transaction is entitled to presumptive streamlined treatment under section 63.03(b)(1)(ii) of the Commission’s rules and that a grant of the application will serve the public interest, convenience, and necessity. 3 Domestic Section 214 Applications Filed for the Transfer of Control of OHCP Northeastern Fiber Buyer Holdco, L.P. to Flight Group Holdings LP, WC Docket No. 18- 83 (filed Mar. 19, 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 April 9, 2018, and reply comments on or before April 16, 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) Jodie May, Competition Policy Division, Wireline Competition Bureau, jodie.may@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 3 47 CFR § 63.03(b)(1)(ii). 4copy 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 Jodie May at (202) 418-0913. - FCC -