2 DA 21-1381 November 4, 2021 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF TROY CABLEVISION, INC. AND UNION SPRINGS TELEPHONE COMPANY, INC. TO TELAPEX, INC. NON-STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 21-411 Comments Due: November 18, 2021 Reply Comment Due: November 26, 2021 By this Public Notice, the Wireline Competition Bureau (Bureau) seeks comment from interested parties on an application Joint Application of Troy Cablevision, Inc., Union Springs Telephone Company, Inc. and Telapex, Inc. for Transfer of Control of Domestic and International Section 214 Authorizations Pursuant to Section 214 of the Communications Act, as Amended, WC Docket No. 21-411 (filed Oct. 20, 2021), https://ecfsapi.fcc.gov/file/102084537813/214%20FCC%20Transfer%20of%20Control%20Application%20Narrative%2010%2020%2021%20%20FINAL.pdf (Application). filed by Troy Cablevision, Inc., d/b/a Troy Cable (Troy Cable), Union Springs Telephone Company, Inc. (USTC), and Telapex, Inc. (Telapex) (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 Troy Cable and USTC to Telapex. See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. Applicants also filed applications for the transfer of authorizations associated with international services. On November 3, 2021, Applicants filed declarations supplementing their domestics section 214 application. See Declaration of William H. Freemen, President of Troy Cablevision, Inc., to Marlene H. Dortch, Secretary, FCC (filed Nov. 3, 2021) (on file in WC Docket No. 21-411) (Decl. of William H. Freeman); Declaration of Benjamin C. Pace, Chief Financial Officer of Telapex, Inc., to Marlene H. Dortch, Secretary, FCC (filed Nov. 3, 2021) (on file in WC Docket No. 21-411) (Decl. of Benjamin C. Pace). Any action on this domestic section 214 application is without prejudice to Commission action on other related, pending applications. Troy Cable, an Alabama corporation, provides competitive local exchange carrier (LEC), video, and other services in south central Alabama. Application at 2. Troy Cable participated in and won the rights to provide service through Phase I of the Rural Digital Opportunity Fund (RDOF) Auction. Application at 3. See Rural Digital Opportunity Fund Phase I Auction (Auction 904) Closes; Winning Bidders Announced, AU Docket No. 20-34, WC Docket No. 19-126, WC Docket No. 10-90, Public Notice, 35 FCC Rcd 13888, Attach. A (Winning Bidder Summary) (WCB/OEA 2020). USTC, also an Alabama corporation and a wholly-owned subsidiary of Troy Cable, provides incumbent LEC services in Bullock County, Alabama. Application at 3; Decl. of William H. Freeman at para. 4. Telapex, a Mississippi holding corporation, wholly-owns the following subsidiaries that provide telecommunications services: Franklin Telephone Company, Inc. (FTC), a Mississippi corporation, provides incumbent LEC services in 27 rural Mississippi counties; Applicants state that consummation of the proposed transaction would not result in the service areas of Telapex and any of its wholly-owned subsidiaries overlapping with or being adjacent to the service areas of either Troy Cable or USTC. Decl. of Benjamin C. Pace at para. 14; Decl. of William H. Freeman at para. 6. Callis Communications, Inc., an Alabama corporation, provides competitive LEC and long distance resale services in Mississippi; Telepak Networks, Inc. (Telepak Networks), a Mississippi corporation, provides competitive telecommunications services in Mississippi, Alabama, and Tennessee; Cellular South, Inc., a Mississippi corporation, provides commercial mobile radio services in Mississippi, Alabama, Tennessee, and Florida; Application at 4; Decl. of Benjamin C. Pace at para. 11. Applicants state that Cellular South, Inc. provides services pursuant to Commission licenses which are held by its wholly-owned subsidiary, Cellular South Licenses, LLC, a Mississippi limited liability company, that provides service as an eligible telecommunications carrier in Mississippi and Alabama. Decl. of Benjamin C. Pace at paras 7 and 11. and Harbor Communications, LLC, an Alabama limited liability company, provides competitive telecommunications services in Alabama. Telapex also wholly-owns Teklinks, Inc., an Alabama corporation that provides managed and cloud services primarily in Alabama, Tennessee, and Mississippi. Decl. of Benjamin C. Pace at para. 10. The following U.S. citizens and Mississippi entities hold a 10% or greater interest in Telapex: James H. Creekmore (34.67%); JMC Blessings, LLC (JMC Blessings) (16.80%); Application at 12; Decl. of Benjamin C. Pace at para. 15. Applicants state that the 16.80% interest in Telapex held by JMC Blessings is attributed to, and voted on, by James H. Creekmore and that the 16.80% interest is included in Mr. Creekmore’s 34.67% interest in Telapex. Decl. of Benjamin C. Pace at para. 16. Telapex, Inc. Employee Stock Ownership Plan (13.30%); Elizabeth C. Pickering (10.96%); Ashley C. Meena (10.47%); and Sidney C. Crews (10.49%). Applicants state none of these individuals nor entities hold a 10% or greater interest in any other provider of domestic telecommunications services. Decl. of Benjamin C. Pace at para. 17. Pursuant to the terms of the proposed transaction, Telapak Networks will acquire all of issued and outstanding shares of Troy Cable. Application at 7. Following the consummation of the transaction, Troy Cable will continue to wholly-own USTC, and both Troy Cable and USTC will become indirect wholly-owned subsidiaries of Telapex. Id. Applicants assert that a grant of the Application would serve the public interest, convenience, and necessity. Id. at 7-8. Telapex states that Troy Cable will continue to operate as a stand-alone entity under the Telapex umbrella and that “Telapex does not anticipate any managerial changes with respect to the day-to day operations within Troy Cable.” Decl. of Benjamin C. Pace at para. 4. Applicants state that Troy Cable, under the guidance of Telapex, will “adhere to the proposed build-out plans set forth in the RDOF long-form application and meet all RDOF obligations.” Id. at para. 5; see Decl. of William H. Freeman at para. 3. Telapex states that the proposed transaction will “provide Troy Cable with additional financial resources, such as access to more capital, to meet the RDOF performance requirements.” Decl. of Benjamin C. Pace at para. 6. Because the proposed transaction would involve the exchange and assumption of Universal Service Fund high-cost mechanism obligations, in order to sufficiently analyze whether the proposed transaction would serve the public interest, we accept the Application for non-streamlined processing. 47 CFR § 63.03(c)(1)(v). Domestic Section 214 Application Filed for the Transfer of Control of Troy Cablevision, Inc. and Union Springs Telephone Company, Inc. to Telapex, Inc., WC Docket No. 21-411 (filed Oct. 20, 2021). 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 on or before November 18, 2021, and reply comments on or before November 26, 2021. Comments may be filed using the Commission’s Electronic Comment Filing System (ECFS) or by paper.   § 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. If more than one docket or rulemaking number appears in the caption of this proceeding, filers must submit two additional copies for each additional docket or rulemaking number. § Filings can be sent by commercial overnight courier or by first-class or overnight U.S. Postal Service mail. Effective March 19, 2020, and until further notice, the Commission no longer accepts any hand or messenger delivered filings. This is a temporary measure taken to help protect the health and safety of individuals, and to mitigate the transmission of COVID-19. See FCC Announces Closure of FCC Headquarters Open Window and Change in Hand-Delivery Policy, Public Notice, DA 20-304 (March 19, 2020). https://www.fcc.gov/document/fcc-closes-headquarters-open-window-and-changes-hand-delivery-policy. All filings must be addressed to the Commission’s Secretary, Office of the Secretary, Federal Communications Commission. § 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 45 L Street, NE, Washington, DC 20554. 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. 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) David Krech, Telecommunications and Analysis Division, International Bureau, david.krech@fcc.gov; and 3) Jim Bird, Office of General Counsel, jim.bird@fcc.gov 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