2 DA 20-1172 October 7, 2020 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF DIGITAL WEST NETWORKS, INC., NORCAST COMMUNICATIONS CORPORATION, AND BLUE ROOSTER TELECOM, INC. TO RADIATE HOLDINGS, L.P. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 20-325 Comments Due: October 21, 2020 Reply Comments Due: October 28, 2020 By this Public Notice, the Wireline Competition Bureau (Bureau) seeks comment from interested parties on an application filed by Digital West Holdings, Inc. (Digital West Holdings), Digital West Networks, Inc. (Digital West), Norcast Communications Corporation (Norcast), Blue Rooster Telecom, Inc. (Blue Rooster and, together with Digital West and Norcast, the Licensees), and Radiate Holdings, L.P. (Radiate and, collectively with Digital West Holdings and the Licensees, 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 approval to transfer control of the Licensees from Digital West Holdings to Radiate. See 47 U.S.C. § 214; 47 CFR §§ 63.03-04; Application of Digital West Holdings, Inc., Digital West Networks, Inc., Norcast Communications Corporation, Blue Rooster Telecom, Inc., and Radiate Holdings, L.P. for Consent to a Change of Control of Companies Holding Domestic and International Authority Pursuant to Section 214 of the Communications Act, WC Docket No. 20-325 (filed Oct. 5, 2020) (Application). Applicants also filed an application for the transfer of authorizations associated with international services. Any action on this domestic section 214 application is without prejudice to Commission action on other related, pending applications. Digital West Holdings, a Delaware corporation, through its direct and indirect ownership of the Licensees, each California corporations, provides competitive data, voice, and other services, primarily to business customers in San Luis Obispo and northern Santa Barbara Counties, California and to a small number of business and residential customers in Santa Paula, California. Applicants state that the Licensees own approximately 70 miles of fiber network primarily located in Central California. Digital West wholly owns Norcast, which, in turn, wholly owns Blue Rooster. Radiate, a Delaware limited partnership and holding company, is majority owned and controlled by certain investment funds ultimately controlled by the principals of TPG Global, LLC (TPG Global and, together with affiliated TPG companies, TPG). The principals of TPG Global are David Bonderman and James G. Coulter, both U.S. citizens. TPG also controls RCN Telecom Services, LLC (RCN), Grande Communications Network, LLC (Grande), Wave Division Holdings, LLC (Wave), and En-Touch Systems, Inc. (En-Touch) which collectively provide cable and competitive telecommunications services in areas of Massachusetts, Illinois, Pennsylvania, New York, and Washington, DC (RCN), Texas (Grande and En-Touch), and Washington, Oregon, and California (Wave). On September 4, 2020, the Bureau granted a domestic section 214 application filed by Radiate Holdings to acquire ETS Telephone Company, Inc. and ETS Cablevision, Inc., both subsidiaries of En-Touch, that provide competitive telecommunications and cable services in Houston, Texas. Notice of Domestic Section 214 Authorization Granted, WC Docket No. 20-76, Public Notice, DA 20-1030 (WCB 2020). Applicants state that Radiate will be managed, operated, and controlled by Radiate Holdings GP, LLC (Radiate GP), and that the Board of Directors of Radiate GP is controlled by TPG.  All of the entities in the Radiate ownership chain are U.S.-based. Applicants state that, other than what is disclosed in their application, neither TPG nor any of the Radiate companies hold interests of 10% or more in any other provider of domestic telecommunications services. Pursuant to the terms of the proposed transaction, Radiate Acquisition, Inc. (RAQ), a Delaware corporation and wholly owned subsidiary of Radiate, will acquire all the stock interests in Digital West. As a result, the Licensees will become wholly owned direct and indirect subsidiaries of RAQ and indirect wholly owned subsidiaries of Radiate. Applicants state that, following the consummation of this transaction, there will be no material overlap or adjacency between the Licenses and its affiliates. Applicants state that the Licensees currently operate solely in California and that, post-consummation, Astound Broadband, LLC (Astound) will be the only affiliate also operating in California. According to Applicants, there is no overlap or adjacency between these networks, except for “one immaterial exception,” where “the Digital West Licensees do provide some legacy voice and data services, solely over copper, to a limited number of customers in Santa Maria and Lompoc, within range of Astound Broadband’s operations; however, the Digital West Licensees' services in these areas are limited by the existing copper plant – their market penetration in these areas has consequently remained inherently low. In these same urban areas, Astound Broadband has fiber network such that the two do not compete for similar customer segments.” Application at 7 and n.15. Applicants assert that the proposed transaction is entitled to streamlined treatment under the Commission’s rules and that a grant of the application would serve the public interest, convenience, and necessity. We accept this application for filing under section 63.03(b)(2)(i) of the Commission’s rules. 47 CFR § 63.03(b)(2)(i). Domestic Section 214 Application Filed for the Transfer of Control of Digital West Networks, Inc., Norcast Communications Corporation, and Blue Rooster Telecom, Inc. to Radiate Holdings, L.P., WC Docket No. 20-325 (filed Oct. 5, 2020). 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 October 21, 2020, and reply comments on or before October 28, 2020. 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) Sumita Mukhoty, Policy Division, International Bureau, sumita.mukhoty@fcc.gov; 4) David Krech, Policy Division, International Bureau, david.krech@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