2 DA 21-1443 November 17, 2021 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF PLANT TELEPHONE COMPANY TO WORTH TELECOMS HOLDINGS, LLC NON-STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 21-432 Comments Due: December 1, 2021 Reply Comment Due: December 8, 2021 By this Public Notice, the Wireline Competition Bureau (Bureau) seeks comment from interested parties on an application filed by Sterling Family, LLC and Metzger Associates, LLC, and Worth Telecoms Holdings, LLC (Worth Telecoms) (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 Plant Telephone Company (Plant) and its wholly-owned subsidiaries, Plant TiftNet, Inc. (TiftNet), Plant Long Distance Company (PLDC), and Plant Telenet, Inc. (Telenet), from Sterling Family, LLC and Metzger Associates, LLC to Worth Telecoms. See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. Joint Application of Sterling Family, LLC and Metzger Associates, LLC and Worth Telecoms Holdings, LLC for Grant of Authority Pursuant to Section 214 of the Communications Act of 1934, as Amended, and Sections 63.04 and 63.24 of the Commission’s Rules to Transfer Control of Domestic and International Section 214 Authorization Holders to Worth Telecoms Holdings, LLC, WC Docket No. 21-432 (filed Nov. 4, 2021) (Application). Applicants also filed applications for the transfer of authorizations associated with international services. On November 10, 2021, Applicants filed a supplement to the Application. Letter from Patrick S. Campbell, Counsel for Worth Telecoms, to Marlene H. Dortch, Secretary, FCC, WC Docket No. 21-432, IB File No. ITC-T/C-202111104-00161 (filed Nov. 10, 2021) (Supplement). Any action on this domestic section 214 application is without prejudice to Commission action on other related, pending applications. Plant, a Georgia corporation and rural incumbent local exchange carrier (LEC), serves approximately 5,490 access lines in portions of the following counties in south central Georgia: Atkinson, Colquitt, Cook, Crisp, Dooly, Emanuel, Laurens, Montgomery, Tift, Treutlen, Turner, and Worth. Application at 4, 24; Supplement at 1-2. Telenet, PLDC, and TiftNet are also Georgia corporations. Application at 5. Telenet is a competitive LEC and provides its service outside of the service area of Plant. Id. PLDC is a reseller of long distance services operating in and around the service area of Plant. Id. TiftNet is a provider in Tifton, Georgia, offering cable television service and Voice over Internet Protocol (VoIP) services. Id. TiftNet services are provided in an area outside of the service area of Plant. Id. Worth Telecoms, a Delaware limited liability company, is a wholly-owned subsidiary of TruVista Communications, Inc. (TruVista), a South Carolina corporation and telecommunications provider. Id. at 3, 24. TruVista is an incumbent LEC in South Carolina, and is affiliated with the following providers: Lockhart Telephone Company and Ridgeway Telephone Company, both incumbent LECs in South Carolina; TruVista Communications of Georgia, a competitive LEC in several counties in northeastern Georgia; Fairfield Communications, a competitive LEC in South Carolina; and Camden Corporate Investments and Chester Long Distance Services, both Internet and voice providers in South Carolina. Supplement at 1-2 and Exh. A. (listing TruVista affiliates). Applicants state that the Georgia service areas of TruVista and Plant are neither overlapping nor adjacent. Id. at 2 and Exh. B (Map of TruVista and Plant Telephone Company—Counties Served in Georgia). TruVista, a wholly-owned subsidiary of York Telecoms Holdings US L.P. (York), is an indirect subsidiary of iCON Infrastructure Partners IV (US AIV), L.P. (iCon AIV), an investment vehicle with England and Wales citizenship, and an indirect subsidiary of iCon infrastructure LLP, (iCon Parent), a United Kingdom entity (iCon Parent, together with affiliated funds, the iCon IV Fund). Application at 18-21 and Exh. A (Post-Transaction Structure). iCon Infrastructure Partners IV (US AIV-A), L.P. (iCon AIV-A), a Guernsey entity, holds an approximate 45% limited partner interest in iCon AIV, and iCon Infrastructure Management IV Limited (iCon IV GP), a Guernsey entity, hold a 100% voting interest in iCon AIV as the general partner of iCon AIV and iCon AIV-A. Id. The remaining approximate 55% interest in iCon AIV is held by the passive limited partner investors in the iCon IV Fund. Id. The following individuals hold a 10% or greater interest in iCon Parent: Daniel Michael Agostino (11.066% equity and 7.377% voting); Paul Richard Malan (39.747% equity and 59.831% voting); and Iain Ross Macleod (19.913% equity and 13.276% voting). Id. at 20-21. Messrs. Agostino and Macleod are citizens of the United Kingdom while Mr. Malan is a citizen of both the United Kingdom and Australia. Id. Pursuant to the terms of the proposed transaction, Worth Telecoms will acquire all of the outstanding equity interests in Plant. Id. at 7. As a result, Plant will become a direct, wholly-owned subsidiary of Worth Telecoms. Id. TiftNet, PLDC, and Telenet will remain subsidiaries of Plant and, therefore, will become indirect subsidiaries of Worth Telecoms. Id. Applicants assert that a grant of the application would serve the public interest, convenience, and necessity. Id. at 7-9. They state that Worth Telecoms anticipates that the proposed transaction will result in “substantial capital investments in Plant by TruVista, with the goal of continuing to advance Plant’s network migration to an upgraded fiber-based infrastructure provider,” Id. at 8. and that Plant’s customers will have access to services under the same terms and conditions as they currently receive and will have access to upgraded services. Id. at 8-9. Worth Telecoms “acknowledges and accepts that it will be required to fulfill” Plant’s Universal Service Fund deployment obligations upon consummation of the transaction. Supplement at 2 (citing Wireline Competition Bureau Announces Support Amounts Offered to Rate-of-Return Carriers to Expand Rural Broadband, WC Docket No. 10-90, Public Notice, 31 FCC Rcd 8641 (WCB 2016)). Because the proposed transaction is more complex than those accepted for streamlined treatment, and in order to 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). Referral to Executive Branch Agencies. Through this Public Notice, pursuant to Commission practice, the Application is being referred to the relevant Executive Branch agencies for their views on any national security, law enforcement, foreign policy, or trade policy concerns related to the foreign ownership of the Applicants. 47 CFR § 1.40001. See Process Reform for Executive Branch Review of Certain FCC Applications and Petitions Involving Foreign Ownership, IB Docket 16-155, Report and Order, 35 FCC Rcd 10927 (2020), Erratum (Appendix B — Final Rules), DA 20-1404 (OMD/IB rel. Nov. 27, 2020). See also Rules and Policies on Foreign Participation in the U.S. Telecommunications Market; Market Entry and Regulation of Foreign- Affiliated Entities, IB Docket Nos. 97-142 and 95-22, Report and Order and Order on Reconsideration, 12 FCC Rcd 23891, 23918-19, paras. 61-63 (1997) (Foreign Participation Order), recon. denied, 15 FCC Rcd 18158 (2000). On November 16, 2021, Applicants withdrew their request for the Commission to exclude the Application from referral to the Executive Branch agencies. Letter from Patrick S. Campbell, Counsel for Worth Telecoms, to Marlene H. Dortch, Secretary, FCC, WC Docket No. 21-432, IB File No. ITC-T/C-202111104-00161 (filed Nov. 16, 2021) (citing Application at 9-13). Domestic Section 214 Application Filed for the Transfer of Control of Plant Telephone Company to Worth Telecoms Holdings, LLC, WC Docket No. 21-432 (filed Nov. 4, 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 December 1, 2021, and reply comments on or before December 8, 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, 35 FCC Rcd 2788 (OS 2020). 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) Myrva Charles, Competition Policy Division, Wireline Competition Bureau, myrva.charles@fcc.gov; 2) Jodie May, Competition Policy Division, Wireline Competition Bureau, jodie.may@fcc.gov; 3) David Krech, Telecommunications and Analysis Division, International Bureau, david.krech@fcc.gov; and 4) 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 Jodie May at (202) 418-0913. -FCC- 3