2 DA 21-1290 October 14, 2021 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF 11:11 SYSTEMS, INC. TO 11:11 HOLDCO LP STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 21-380 Comments Due: October 28, 2021 Reply Comment Due: November 4, 2021 By this Public Notice, the Wireline Competition Bureau (Bureau) seeks comment from interested parties on an application filed by 11:11 Systems, Inc. (11:11 Systems) and 11:11 Holdco LP (11:11 Holdco) (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 11:11 Systems to 11:11 Holdco. See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. 11:11 Systems, a Delaware corporation, provides interstate telecommunications services and also holds authorization to provide competitive local exchange services in New Jersey. The following U.S. entities currently hold a 10% or greater direct equity or voting interest in 11:11 Systems: CSP Investment Group I, LLC (70%) and JoeMax Telecom, LLC (14%). 11:11 Holdco LP, a Delaware limited partnership, does not provide domestic telecommunication services. The following entities are expected to hold a 10% or greater direct equity or voting interest in 11:11 Holdco upon closing of the proposed transaction: TIP 1111 Investments LP (TIP 1111) (Delaware limited partnership, 73%); CSP Investment Group I, LLC (Delaware limited liability company and the current majority owner of 11:11 Systems, 18%). TIP 1111 is a vehicle formed for the purposes of investing in 11:11 Holdco and is owned by affiliated investment vehicles managed by Tiger Infrastructure Partners LP, a private equity entity. The following additional entities are expected to hold a 10% or greater indirect equity interest in 11:11 Holdco: Tiger Infrastructure Partners Fund III LP, a Delaware limited partnership holding a 73% interest as the 100% owner of TIP 1111; BAE Systems Pension Funds Trustees Limited, as trustee of BAE Systems Pension Scheme, a United Kingdom pension fund holding a 10% interest as an investor in Tiger Infrastructure Partners Fund III LP. According to Applicants, “working control” of 11:11 Holdco is ultimately and indirectly held by Emil W. Henry, Jr., a U.S. citizen. Applicants state that no entity that owns or controls 10% or more of 11:11 Holdco provides domestic telecommunications services. Pursuant to the terms of the proposed transaction, 11:11 Holdco would acquire all of the outstanding equity interests in 11:11 Systems. 11:11 Systems would thereby become a wholly owned subsidiary of 11:11 Holdco. Applicants request streamlined treatment of the proposed transaction under the Commission’s rules and assert that a grant of the application would serve the public interest, convenience, and necessity. We accept the application for filing under section 63.03(b)(1)(ii) of the Commission’s rules. 47 CFR § 63.03(b)(1)(ii). Domestic Section 214 Application Filed for the Transfer of Control of 11:11 Systems, Inc. to 11:11 Holdco LP, WC Docket No. 21-380 (filed Sept. 30, 2021). 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 28, 2021, and reply comments on or before November 4, 2021. 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; and 3) Jim Bird, Office of General Counsel, jim.bird@fcc.gov. People with Disabilities:  We ask that requests for accommodations be made as soon as possible in order to allow the agency to satisfy such requests whenever possible.  Send an email to fcc504@fcc.gov or call the Consumer and Governmental Affairs Bureau at (202) 418-0530. 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 Dennis Johnson at (202) 418-0809. -FCC- 3