Federal Communications Commission DA 21-53 DA 21-53 Released: January 13, 2021 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF AMERICAN BROADBAND COMMUNICATIONS, LLC TO ABC ACQUISITION INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 20-438 Comments Due: January 27, 2021 Reply Comments Due: February 3, 2021 By this Public Notice, the Wireline Competition Bureau seeks comment from interested parties on an application filed by American Broadband Communications, LLC (ABC) and ABC Acquisition Inc. (ABC Acquisition) (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 the following wholly-owned subsidiaries of ABC’s direct subsidiary, American Broadband Holding Company (ABHC), to ABC Acquisition: Cameron Communications, LLC (CCL), TelAlaska Long Distance, Inc. (TelAlaska LD), Holway Long Distance Company (Holway LD), HunTel Cablevision, Inc. (HunTel Cablevision), KLM Long Distance Company (KLM LD), Arlington Telephone Company (ATC), The Blair Telephone Company (Blair), Eastern Nebraska Telephone Company (ENTC), Rock County Telephone Company (RCTC), Holway Telephone Company (Holway Telco), K.L.M. Telephone Company (KLM Tel), Interior Telephone Company (Interior), Mukluk Telephone Company, Inc. (Mukluk), Cameron Telephone Company, L.L.C. (CTC), Elizabeth Telephone Company L.L.C. (Elizabeth), and LBH, L.L.C. (LBH) (collectively, Section 214 Subsidiaries). See 47 U.S.C. § 214; 47 CFR §§ 63.03-04; Joint Application American Broadband Communications, LLC, Transferor, and ABC Acquisition Inc., Transferee, 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 Complete a Transfer of Control of Section 214 Holders, WC Docket No. 20-438 (filed Dec. 21, 2020). Applicants filed a supplement to their domestic section 214 application on January 13, 2021. Letter from Andrew D. Lipman and Danielle Burt, Counsel, ABC Acquisition, to Marlene H. Dortch, Secretary, FCC, WC Docket No. 20-438 (filed Jan. 13, 2021). Applicants are also filing applications for the transfer of international and wireless authorizations. Any action on this domestic section 214 application is without prejudice to Commission action on other related, pending applications. ABC, a Delaware limited liability company, and ABHC, a Delaware corporation, are holding companies that do not directly provide telecommunications services. All of the membership interests of ABC are currently owned and controlled by Jane R. Eudy, a U.S. citizen. The Section 214 Subsidiaries are all U.S.-based and provide incumbent and competitive local exchange carrier (LEC) and other services. CCL resells interstate and other services in the exchanges served by its wholly-owned subsidiaries, CTC, Elizabeth, and LBH in southwestern Louisiana and southeastern Texas. CTC is an incumbent LEC in the Cameron and Calcasieu Parishes in Louisiana and in Jefferson, Chambers, Liberty and Galveston Counties in Texas; Elizabeth is an incumbent LEC in the Allen, Vernon, Rapides, and Beauregard Parishes in Louisiana; LBH is a competitive LEC in the Cameron Parish and Calcasieu Parish in Louisiana. TelAlaska LD provides long distance services in Alaska and is affiliated with Interior and Mukluk, which both provide incumbent LEC services in Alaska. Holway LD and KLM LD provide interstate services in Missouri. Holway Telco is an incumbent LEC in Maitland, Missouri. KLM Tel is an incumbent LEC in Rich Hill, Missouri. HunTel Cablevision is a competitive LEC in Lyons, Oakland, and Tekamah, Nebraska and resells interstate and other services in the Nebraska areas served by subsidiaries of its parent company, HunTel, Inc., which wholly owns ATC, an incumbent LEC in Arlington, Nebraska; ENTC, an incumbent LEC in Walthill, Macy, Winnebago, Rosalie, Osmond, Meadow Grove, Carroll and Belden, Nebraska; RCTC, an incumbent LEC in Bassett and Newport, Nebraska; and Blair, an incumbent LEC in Blair, Kennard, and Fort Calhoun, Nebraska. ABC Acquisition is a newly-formed Delaware corporation created to consummate the proposed transaction and a wholly-owned subsidiary of ABC Intermediate Inc., a Delaware corporation, which in turn, is a wholly-owned subsidiary of ABC Parent Holdings LP, a Delaware limited partnership. According to the Applicants, upon consummation of the proposed transaction, limited partnership interests in ABC Parent Holdings LP will be held directly or indirectly by (i) Catania ABC Partners LP; (ii) an entity affiliated with Madison Dearborn Partners, LLC (MDP LLC), and (iii) certain co-investors, none of which are expected to individually hold a 10% interest. The general partner of ABC Parent Holdings LP will be ABC Parent Holdings GP LLC, a Delaware limited liability company, whose members are Catania ABC Partners LP, a Delaware limited partnership, and an entity affiliated with MDP LLC. Catania ABC Partners LP is ultimately controlled by Catania ABC Partners GP LLC, a Delaware limited liability company. Catania ABC Partners GP LLC has two members, Richard S. Parisi and Nicholas Vantzelfde, both U.S. citizens. The entity affiliated with MDP LLC will be MDCP VIII ABC Intermediate LP (Intermediate LP); the sole partners of Intermediate LP will be the following U.S.-based funds: Madison Dearborn Capital Partners VIII-A, L.P., Madison Dearborn Capital Partners VIII-C, L.P., Madison Dearborn Capital Partners VIII Executive-A, L.P., and Madison Dearborn Capital Partners VIII Executive-A2, L.P. (collectively, MDP), all of which are managed by their general partner, Madison Dearborn Partners VIII-A&C, L.P. and its ultimate general partner, MDP LLC. Samuel Mencoff and Paul Finnegan, both U.S. citizens, each own 50% of MDP LLC. MDP LLC controls AccessLine Communications Corporation, which resells telecommunications services in multiple states, and, according to Applicants, does not serve areas in which the Section 214 Subsidiaries provide incumbent LEC services. Pursuant to the terms of the stock purchase agreement (Agreement), ABC Acquisition will acquire 100% of the outstanding shares of stock and ownership interests of ABHC, and, indirectly, in the Section 214 Subsidiaries. As part of the proposed transaction, ABC may complete a pro forma reorganization with respect to the entities operating in Alaska. 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 this application for filing under section 63.03(b)(2)(ii) of the Commission’s rules. 47 CFR § 63.03(b)(2)(ii). GENERAL INFORMATION The application 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 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 January 27, 2021, and reply comments on or before February 3, 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) Tracey Wilson, Competition Policy Division, Wireline Competition Bureau, tracey.wilson@fcc.gov; 2) Annick Banoun, Competition Policy Division, Wireline Competition Bureau, annick.banoun@fcc.gov; 3) Sumita Mukhoty, Policy Division, International Bureau, sumita.mukhoty@fcc.gov; and 4) 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 Tracey Wilson at (202) 418-1394 or Annick Banoun (202) 418-1521. -FCC- 2