2 DA 18-667 June 26, 2018 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF TIM RON ENTERPRISES, LLC D/B/A NETWORK COMMUNICATIONS TELECOM TO CONTERRA ULTRA BROADBAND HOLDINGS, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 18-187 Comments Due: July 10, 2018 Reply Comments Due: July 17, 2018 By this Public Notice, the Wireline Competition Bureau seeks comment from interested parties on an application filed by Tim Ron Enterprises, LLC d/b/a Network Communications Telecom (Network Communications) and Conterra Ultra Broadband Holdings, Inc. (Conterra Holdings) (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 Network Communications to Conterra Holdings. See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. Applicants filed a supplement to their application on June 22, 2018. Network Communications, a Texas limited liability company, serves as a facilities-based competitive local exchange carrier (LEC) to small, midsized, and enterprise businesses in the Northeast Texas cities of Longview, Kilgore, Marshall, and Henderson and has authority to provide competitive LEC and interexchange services in Louisiana. Conterra Holdings, a Delaware corporation, through its subsidiaries, provides fiber and microwave transport services. Conterra Holdings wholly owns Conterra Ultra Broadband, LLC (Conterra), a South Carolina limited liability company that provides fiber and transport services to enterprise customers and wireless carriers in Alabama, Arizona, Arkansas, Colorado, Florida, Georgia, Illinois, Iowa, Kansas, Mississippi, Montana, Nevada, New Mexico, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, and Washington. Applicants state that Conterra Holdings also wholly owns Detel Wireless, LLC, Network USA, LLC, and Sun America Communications, LLC, each providing competitive telecommunications services in multiple states, as well as Broadplex, LLC, which provides private carriage services in North Carolina and South Carolina, and Conterra Wireless Broadband LLC, a wireless carrier providing services in California. Applicants state that Conterra Holdings is wholly owned by CUB Parent, Inc (CUB Parent), which, following the consummation of the proposed transaction, will be owned by CSC CUB Holdings, LP (CSC CUB Holdings) (66.7 percent) and the existing investors and management of Conterra Holdings (33.3 percent). CSC CUB Holdings is owned by investment funds managed by Court Square Capital Partners (Court Square), a New York private equity firm. Applicants state that funds managed by Court Square are in the process of acquiring MBS Holdings, Inc., and its subsidiaries Alteva of Warwick, LLC (Alteva of Warwick), Alteva Long-Distance, Inc., and Momentum Telecom, Inc.(Momentum). Alteva of Warwick operates as an incumbent LEC in the contiguous towns of Warwick, Goshen and Wallkill, New York, and the adjacent townships of West Milford, Vernon, and Franklin Borough, New Jersey and as competitive LEC in Middletown and Scotchtown, New York, and Vernon, New Jersey. Applicants state that there are no overlap of market or service areas between Alteva of Warwick and Network Communications. Momentum is authorized to operate as a competitive LEC in Alabama, California, Florida, Georgia, Kentucky, Louisiana, New Jersey, North Carolina, Pennsylvania, South Carolina, Tennessee, and the U.S. Virgin Islands. Applicants further state that the largest investor in CSC CUB Holdings is Court Square Capital Partners III, L.P. (CSC Fund III) (holding 81.4 percent of CUB Holdings and, indirectly, 54.3 percent of the equity and voting interests in Network Communications). The sole general partner of CUB Holdings and CSC Fund III is Court Square Capital GP III, LLC (GP). Applicants state that the GP is managed and controlled by a board composed of the following members of the GP, all of whom are U.S. citizens: William Comfort, David Thomas, Michael Delaney, Joseph Silvestri, Ian Highet, John Weber, Christopher Bloise, Thomas McWilliams, and John Civantos. Applicants further state that except for the interests of the GP, CSC Fund III, CSC CUB Holdings, and CUB Parent, no other person or entity will directly or indirectly own or control 10 percent or more of the equity or voting interests of Network Communications. All entities are U.S.-based. Pursuant to the terms of the proposed transaction, Conterra Holdings will acquire all issued and outstanding membership interests of Network Communications, which will become a wholly owned direct subsidiary of Conterra Holdings. Applicants state that the following Texas Corporation and U.S. citizens, which all currently hold a 10 percent or greater interest in Network Communications, will reinvest a portion of the purchase price received in the sale in exchange for equity securities in Conterra Holdings’ parent company, CUB Parent: Network Operator Services, Inc. (NOS), Tony Cason, Ron Hutchison, Ron F. Martin, and Tim C. Martin. Applicants further state that NOS, in turn, is owned by Ron Hutchison, Ron F. Martin, and Tim C. Martin. 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. 47 CFR § 63.03(b)(2)(i). Domestic Section 214 Application Filed for the Transfer of Control of Tim Ron Enterprises, LLC d/b/a Network Communications Telecom to Conterra Ultra Broadband Holdings, Inc., WC Docket No. 18-187 (filed June 11, 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 July 10, 2018, and reply comments on or before July 17, 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; and 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), 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