2 DA 20-710 July 6, 2020 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF BESTWEB CORPORATION TO FIRSTLIGHT FIBER, INC. NON-STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 20-176 Comments Due: July 20, 2020 Reply Comments Due: July 27, 2020 By this Public Notice, the Wireline Competition Bureau (Bureau) seeks comment from interested parties on an application filed by FirstLight Fiber, Inc. (FirstLight), Andrew Dickey, and BestWeb Corporation (BestWeb) (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 approval to transfer control of BestWeb to FirstLight. See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. Application of FirstLight Fiber, Inc., Andrew Dickey, and BestWeb Corporation for Consent to Transfer Control of BestWeb Corporation, WC Docket No. 20-176 (filed June 19, 2020) (Application). Applicants filed a supplement to their application on June 30, 2020. Letter from Brett P. Ferenchak, Counsel to FirstLight Fiber, Inc., to Marlene H. Dortch, Secretary, FCC (filed June 30, 2020) (on file in WC Docket No. 20-176) (Applicants’ Supplement). BestWeb, a New York corporation, provides competitive telecommunications services in Westchester, Rockland, and Putnam counties, New York. BestWeb wholly owns Best Web CLEC Ltd., a New York entity authorized to operate as a facilities-based common carrier and reseller of telephone service in the State of New York. Andrew Dickey and Mark Dickey, both U.S. citizens, currently hold 55% and 45%, respectively, of BestWeb. FirstLight, a Delaware corporation, provides telecommunications services in Connecticut, Maine, Massachusetts, New Jersey, New Hampshire, New York, Pennsylvania, Rhode Island, and Vermont. FirstLight operates over 15,000 route miles of fiber connecting approximately 9,000 locations throughout the Northeast. On June 15, 2020, the Bureau granted the transfer of control of PrimeLink, Inc., a competitive telecommunication carrier in northeastern New York, to FirstLight Fiber, Inc. Domestic Section 214 Application Granted for the Transfer of Control of PrimeLink, Inc. to FirstLight Fiber, Inc., WC Docket No. 20-78, Public Notice, DA 20-628 (WCB 2020). FirstLight’s subsidiaries, Oxford Telephone Company and Oxford West Telephone Company, provide incumbent LEC service in certain exchanges in Maine. FirstLight is indirectly held by Flight Group Holdings, LP, a Delaware entity, for which Flight Group Holdings GP LLC (Flight Group LLC), also a Delaware entity, is the general partner. According to Applicants, Antin Infrastructure Partners III, FPCI (Antin III France), a France entity, holds a 57.51% membership interest in Flight Group LLC, and Antin Infrastructure Partners III L.P. (Antin III UK), a United Kingdom entity, holds a 42.49% membership interest in Flight Group LLC, but Antin III France and Antin III UK (collectively, Antin III) jointly hold a 100% voting interest in Flight Group LLC as a result of several factors described in the Application. Application at Exh. A (Post-Transaction Ownership Structure of BestWeb). Applicants state that Antin Infrastructure Partners S.A.S. (Antin France) and Antin Infrastructure Partners UK Limited (Antin UK) (collectively, Antin Infrastructure Partners) indirectly jointly control FirstLight through governance, management, and advisory agreements. They state that all investment decisions are made by the investment committees for Antin UK and Antin France, which are both composed of the following seven individual members and must act in concert with respect to matters for Antin UK and Antin France: Mélanie Biessy, a French citizen; Mark Crosbie, a British citizen; Stéphane Ifker, a French citizen; Sébastien Lecaudey, a French citizen; Alain Rauscher, a French citizen; Angelika Scöchlin, a German citizen; and Kevin Scott Genieser, a U.S. citizen. Applicants’ Supplement (Updated Exhibit B) at 2-5. Antin III France and Antin III UK are widely held with no 10% or greater interest holder. Pursuant to the terms of the proposed transaction, FirstLight will acquire all the issued and outstanding shares of capital stock of BestWeb. Applicants state that although there are overlapping or adjacent local exchange service territories between BestWeb and FirstLight (or its affiliates) in the counties of Westchester, Putnam, and Rockland counties in the state of New York, Best Web’s service area does not overlap the areas where Oxford Telephone Company and Oxford West Telephone Company provide incumbent LEC services. Applicants assert that the proposed transaction would serve the public interest, convenience, and necessity. Because the transaction is more complex than usual, and in order to analyze whether the proposed transaction would serve the public interest, the Application will not be streamlined. 47 CFR § 63.03(c)(1)(v). Domestic Section 214 Application Filed for the Transfer of Control of BestWeb Corporation to FirstLight Fiber, Inc., WC Docket No. 20-176 (filed June 19, 2020). GENERAL INFORMATION The application identified herein has been found, upon initial review, to be acceptable for filing. The Commission reserves the right to return any application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules and policies. Interested parties may file comments and petitions on or before July 20, 2020 and reply comments or oppositions to petitions on or before July 27, 2020. Comments may be filed using the Commission’s Electronic Comment Filing System (ECFS) or by paper.  All filings must be addressed to the Commission’s Secretary, Office of the Secretary, Federal Communications Commission. § Electronic Filers:  Comments may be filed electronically by accessing ECFS at http://apps.fcc.gov/ecfs/. § Paper Filers:  Parties who choose to file by paper must file an original and one copy of each filing.  Paper filings can be sent by hand or messenger delivery, by commercial overnight courier, or by first-class or overnight U.S. Postal Service mail. In response to the COVID-19 pandemic, the Commission has closed its current hand-delivery filing location at FCC Headquarters. We encourage outside parties to take full advantage of the Commission’s electronic filing system. Any party that is unable to meet the filing deadline due to the building closure may request a waiver of the comment or reply comment deadline, to the extent permitted by law. FCC Announces Closure of FCC Headquarters Open Window and Change in Hand-Delivery Filing, Public Notice, DA 20-304 (rel. Mar. 19, 2020), https://www.fcc.gov/document/fcc-closes-headquarters-open-window-and-changes-hand-delivery-policy.    § All hand-delivered or messenger-delivered paper filings for the Commission’s Secretary must be delivered to FCC Headquarters at 445 12th St., SW, Room TW-A325, Washington, DC, 20554.  The filing hours are 8:00 a.m. to 7:00 p.m.  All hand deliveries must be held together with rubber bands or fasteners.  All envelopes and boxes must be disposed of before entering the building.  § Commercial overnight mail (other than U.S. Postal Service Express Mail and Priority Mail) must be sent to 9050 Junction Drive, Annapolis Junction, MD, 20701. § U.S. Postal Service first-class, Express, and Priority mail must be addressed to 445 12th Street, SW, Washington DC, 20554 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 and Governmental Affairs Bureau at 202-418-0530 (voice), 1-888-835-5322 (tty). In addition, e-mail one copy of each pleading to each of the following: 1) Gregory Kwan, Competition Policy Division, Wireline Competition Bureau, gregory.kwan@fcc.gov; 2) Myrva Charles, Competition Policy Division, Wireline Competition Bureau, myrva.charles@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. To allow the Commission to consider fully all substantive issues regarding the application in as timely and efficient a manner as possible, petitioners and commenters should raise all issues in their initial filings. New issues may not be raised in responses or replies. See 47 CFR § 1.45(c). A party or interested person seeking to raise a new issue after the pleading cycle has closed must show good cause why it was not possible for it to have raised the issue previously. Submissions after the pleading cycle has closed that seek to raise new issues based on new facts or newly discovered facts should be filed within 15 days after such facts are discovered. Absent such a showing of good cause, any issues not timely raised may be disregarded by the Commission. For further information, please contact Myrva Charles at (202) 418-1506 or Gregory Kwan at (202) 418-1191. FCC 3