2 DA 21-737 June 23, 2021 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF SUBSIDIARIES OF POINT BROADBAND, LLC TO POINT BROADBAND ACQUISITION, LLC NON-STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 21-236 Comments Due: July 7, 2021 Reply Comments Due: July 14, 2021 By this Public Notice, the Wireline Competition Bureau and International Bureau seek comment from interested parties on a joint application, Joint Domestic and International Application of Point Broadband, LLC and Point Broadband Acquisition, LLC for Grant of Authority Pursuant to Section 214 of the Communications Act of 1934, as Amended, and Section 63 of the Commission’s Rules to Complete a Transfer of Control, WC Docket No. 21-236 (filed Jun. 2, 2021), https://ecfsapi.fcc.gov/file/10602226363779/Final%206-2-2021%20-%20Point%20-%20GTCR %20Domestic%20214%20Application.pdf (Application). The Commission licenses and authorizations subject to the Application are listed in Attachment A to this Public Notice. filed pursuant to section 214 of the Communications Act of 1934, as amended, and sections 63.03-04, 63.18, and 63.24 of the Commission’s rules, to transfer control of Point Broadband, LLC’s (Transferor) wholly owned subsidiary, Point Broadband Fiber Holding, LLC (Point Fiber), and Point Fiber’s subsidiaries: Point Broadband of Opelika, LLC, Sunset Digital Communications LLC, and Sunset Fiber, LLC (the Licensees), to Point Acquisition, LLC (Point Acquisition) (collectively, Applicants). See 47 U.S.C. § 214; 47 CFR §§ 63.03-04, 63.18, 63.24. Applicants are also filing applications for the transfer of control of wireless services. On June 11, 2021, Applicants filed a supplement to their domestic 214 section 214 application. Any action on the section 214 applications is without prejudice to Commission action on other related, pending applications. Transferor is a holding company registered as a limited liability company in Georgia. Application at 3. Through a separate holding company, Point Broadband Capital, LLC, Transferor holds a 100% interest in Point Fiber. Id. at 10. Applicants state that Point Fiber holds a 100% interest in all three licensees. Id. The Licensees are all Delaware limited liability companies and offer competitive telecommunications services in Tennessee and Virginia. Id. at 3. The Licensees also provide VoIP service in Alabama, Georgia, Maryland, Michigan, Ohio, and New York. Id. at 3. Point Acquisition is a Delaware limited liability company created specifically for the purposes of this proposed transaction to become the new parent company of the Licensees. Id. at 3. Post-transaction, Applicants state that Point Fiber would continue to hold a 100% ownership interest in all three Licensees. Id. at 11. Point Fiber would then be entirely owned by Point Acquisition. Id. at 11. Point Acquisition is managed by GTCR, LLC (GTCR), a U.S.-based private equity firm, with the following Delaware entities having specified ownership interests in Point Acquisition, GTCR Fund XIII/B LP (Fund XIII/B) (51.7%) and GTCR Fund XIII/C LP (Fund XIII/C) (20%). Id. at 3, 11-12. The general partner of Fund XIII/B is GTCR Partners XIII/B LP (Partners XIII/B), and the general partner of Fund XIII/C is GTCR Partners XIII/A&C LP (Partners XIII/A&C). Id. at 11-12. The general partner of Partners XIII/B and Partners XIII/A&C is GTCR Investment XIII LLC, control of which is held by Mark M. Anderson, Craig A. Bondy, Aaron D. Cohen, Sean L. Cunningham, Benjamin J. Daverman, David A. Donnini, Dean S. Mihas, and Collin E. Roche, all U.S. citizens. Id. All entities are U.S.-based. Id. Applicants state that GTCR has a controlling interest in Onvoy Holdings, Inc. and its subsidiaries, which provide competitive telecommunications services in all 50 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Id. at 12-13. GTCR has filed pending applications to transfer control of these entities to Sinch US Holding Inc. Applications Filed for the Transfer of Control of Onvoy Holdings, Inc. to Sinch US Holding Inc., WC Docket No. 21-131, Public Notice, DA 21-575 (WCB/IB/WTB, rel. May 14, 2021). Applicants assert that a grant of the Application would serve the public interest, convenience, and necessity. Application at 5-7. Point Fiber is an Auction 904 winner, and Applicants “seek to consummate the proposed transaction promptly after Point Fiber is authorized for support by the Commission.” Id. 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, 13923, Attach. A (Winning Bidder Summary) (WCB/OEA 2020). The Applicants state, after consummation of the proposed transaction, the Licensees will continue to exist and operate under the same names and will continue to provide service pursuant to “then-existing rates, terms, and conditions for the near term.” Application at 4. The Applicants further state that certain key personnel of the Licensees, including existing management, will continue to work with the Licensees, which will also facilitate the transition to the new ownership structure. Id. 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 July 7, 2021, and reply comments on or before July 14, 2021. Comments may be filed in both the docket and the international file using the Commission’s Electronic Comment Filing System (ECFS) and the International Bureau Filing System (IBFS) or by paper.   § Electronic Filers:  Comments may be filed electronically by accessing ECFS at http://apps.fcc.gov/ecfs/ and IBFS at http://licensing.fcc.gov/myibfs/. § 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) Tracey Wilson, Competition Policy Division, Wireline Competition Bureau, traceyt.wilson@fcc.gov; 2) Brian Cruikshank, Competition Policy Division, Wireline Competition Bureau, brian.cruikshank@fcc.gov; 3) David Krech, Policy 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 Tracey Wilson at (202) 418-1394 or Brian Cruikshank at (202) 418-3623, Wireline Competition Bureau, or David Krech, International Bureau, (202) 418-7443. ATTACHMENT A SECTION 214 AUTHORIZATIONS A. International The applications for consent to the transfer of control of certain international section 214 authorizations have been assigned the file numbers listed below. File Number Authorization Holder Authorization Number ITC-T/C-20210602-00092 Sunset Fiber, LLC ITC-214-20020404-00165 B. Domestic Applicants filed an application to transfer control of domestic section 214 authority in connection with the proposed transaction. In light of the multiple applications pending before the Commission with respect to this transaction and the public interest review associated with them, the domestic transfer of control application is not subject to streamlined treatment. 47 CFR § 63.03. - FCC - 3