2 DA 18-668 June 26, 2018 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF HUDSON FIBER NETWORK INC. TO EXTENET SYSTEMS, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 18-194 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 ExteNet Systems, Inc. (ESI), Tiger Infrastructure Partners Fund LP (Tiger), and Hudson Fiber Network Inc. (HFN) (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 Commission approval to transfer indirect control of HFN from Tiger to ESI. See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. Applicants also filed applications for the transfer of authorizations associated with international services. Any action on the domestic section 214 applications is without prejudice to Commission action on other related, pending applications. Applicants filed a supplement to their Application on June 25, 2018. Letter from Catherine Wang and Brett P. Ferenchak, Counsel for ExteNet Systems, Inc., to Marlene H. Dortch, Secretary, FCC, WC Docket No. 18-194 (filed June 25, 2018) (Applicants’ Supplement); Joint Application of ExteNet Systems, Inc., Tiger Infrastructure Partners Fund LP, Hudson Fiber Network Inc., WC Docket No. 18-194 (filed June 12, 2018) (Application). HFN, a New Jersey corporation, provides competitive telecommunications in Arizona, California, Colorado, Connecticut, Delaware, the District of Columbia, Florida, Georgia, Illinois, Iowa, Louisiana, Massachusetts, Minnesota, Montana, Nebraska, Nevada, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Texas, Virginia, and Washington. ESI, a privately-held Delaware corporation, is a wholly owned direct subsidiary of Odyssey Acquisition, LLC (Odyssey). ESI and its subsidiaries (collectively with Odyssey, ExteNet) provide point-to-point telecommunications services to wireless service providers in multiple states. ExteNet holds authorizations to provide intrastate telecommunications services in the District of Columbia and every state except Alaska, Iowa, Maine, Montana, North Dakota, Vermont, West Virginia, and Wyoming. ESI is indirectly held by Mount Royal Holdings, LLC, (Mount Royal Holdings), a Delaware corporation. The following U.S. entities hold a 10 percent or greater interest in Mount Royal Holdings: Digital Bridge Small Cell Holdings, LLC; Stonepeak Communication Holdings LLC; GS Fund Holdings, L.L.C. In their filings, Applicants provided a more complete description of Mount Royal Holdings’ ownership, all of which are either U.S. citizens or U.S. entities. Applicants’ Supplement at Attach. 1; Application at 6-11. Pursuant to an Agreement and Plan of Merger, dated as of May 21, 2018, by and among ESI; ESI Merger Sub, Inc. (Merger Sub) (a direct, wholly owned subsidiary of ESI created for purposes of the merger); HF Holdings; HFN; and Tiger (solely in its capacity as the Securityholder Representative), ESI will acquire all of the outstanding equity interests in HFN. Specifically, Merger Sub will merge with and into HF Holdings, whereupon the separate existence of Merger Sub will cease, and HF Holdings will survive as a direct, wholly owned subsidiary of ESI. As a result, HFN will become an indirect, wholly owned subsidiary of ESI. The proposed transaction is entitled to presumptive streamlined treatment under section 63.03(b)(2)(i) of the Commission’s rules. Applicants assert 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 Hudson Fiber Network Inc. to ExteNet Systems, Inc., WC Docket No. 18-194 (filed June 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 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) Myrva Charles, Competition Policy Division, Wireline Competition Bureau, myrva.charles@fcc.gov; 2) Dennis Johnson, Competition Policy Division, Wireline Competition Bureau, dennis.johnson@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 Myrva Charles at (202) 418-1506 or Dennis Johnson at (202) 418-0809. - FCC - 3