PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 45 L STREET NE WASHINGTON D.C. 20554 News media information 202-418-0500 Internet: http://www.fcc.gov (or ftp.fcc.gov) TTY (202) 418-2555 DA No. 22-336 Report No. TEL-02175 Thursday March 31, 2022 International Authorizations Granted Section 214 Applications (47 CFR §§ 63.18, 63.24); Section 310(b) Petitions (47 CFR § 1.5000) The following applications have been granted pursuant to the Commission's processing procedures set forth in sections 63.12, 63.20 of the Commission's rules, 47 CFR §§ 63.12, 63.20, other provisions of the Commission's rules, or procedures set forth in an earlier public notice listing the applications as accepted for filing. Unless otherwise noted, these grants authorize the applicants: (1) to become a facilities-based international common carrier subject to 47 CFR §§ 63.21, 63.22; and/or (2) to become a resale-based international common carrier subject to 47 CFR §§ 63.21, 63.23; (3) to assign or transfer control of international section 214 authority in accordance with 47 CFR § 63.24; or (4) to exceed the foreign ownership benchmarks applicable to common carrier radio licensees under 47 U.S.C. § 310(b); see Subpart T of Part 1 of the Commission's rules, 47 CFR §§ 1.5000-5004. THIS PUBLIC NOTICE SERVES AS EACH NEWLY AUTHORIZED CARRIER'S SECTION 214 CERTIFICATE. It contains general and specific conditions, which are set forth below. Newly authorized carriers should carefully review the terms and conditions of their authorizations. Failure to comply with general or specific conditions of an authorization, or with other relevant Commission rules and policies, could result in fines and forfeitures. Petitions for reconsideration under Section 1.106 or applications for review under Section 1.115 of the Commission's rules, 47 CFR §§ 1.106, 1.115, in regard to the grant of any of these applications may be filed within thirty days of this public notice (see 47 CFR § 1.4(b)(2)). Page 1 of 5 ITC-T/C-20220209-00028 E NTS Communications, LLC d/b/a Vexus Fiber Transfer of Control Grant of Authority Date of Action: 03/25/2022 Current Licensee: NTS Communications, LLC d/b/a Vexus Fiber FROM: Python Holdings GP, LLC TO: Q-Comm Python Corporation An application was filed for consent to the transfer of control of NTS Communications, LLC d/b/a Vexus Fiber (Vexus), a Delaware limited liability company that holds an international section 214 authorization (ITC-214-19971024-00657), from Python Holdings GP, LLC (Python GP) to Q-Comm Python Corporation (Q-Comm). Applicants filed supplements to their application on February 16, 2022, and February 25, 2022. Vexus is an indirect wholly owned subsidiary of Python Holdings, L.P. (Python), a Delaware limited partnership, and Python GP, a Delaware limited liability company, is the general partner of Python. Pursuant to a January 26, 2022 Agreement and Plan of Merger, MetroNet Python Merger Sub, LLC, a wholly owned subsidiary of Q-Comm, will merge with and into Python, with Python being the surviving entity. Upon consummation, Python and Vexus will become wholly owned direct and indirect subsidiaries of Q-Comm respectively. Q-Comm, a Delaware corporation, is an indirect wholly owned subsidiary of MetroNet Holdings, LLC (MetroNet Holdings) a Delaware limited liability company. Upon closing of the transaction, funds affiliated with Oak Hill Capital Management (Oak Hill Investor Funds), funds advised and/or managed by subsidiaries of KKR & Co. Inc. (KKR), the Cinelli Investors, and Metronet Value Plan Holding, LLC will hold a 10% or greater interest in MetroNet Holdings. The 10% or greater direct owners of MetroNet Holdings are: Metro Buyer Blocker Parent Corp. (MP Blocker), a Delaware corporation (approx. 24.25%), and Metronet Value Plan Holding, LLC, a Delaware limited liability company (approx. 10%). The Oak Hill Investor entities with a 10% or greater indirect interest in MetroNet Holdings are: (1) OHCP MN GenPar V, L.P., a Cayman Island entity (approx. 16.16%); (2) OHCP GenPar V, L.P., a Cayman Island entity (approx. 12%); (3) OHCP MGP V, Ltd., a Cayman Island entity (approx. 28.16%); (4) OHCP GenPar Holdco, L.P., a Cayman Island entity (approx. 12%); (5) OHCP GenPar Super Holdco, L.P., a Cayman Island entity (approx. 12%); and, (6) OHCP GenPar Super Holdco GP, Ltd., a Cayman Island entity (approx. 12%). In addition, according to the Applicants the following individuals, all U.S. citizens, each hold interests in one or more Oak Hill Investor Funds that may exceed a 10% interest in MetroNet Holdings: Scott A. Baker, Brian N. Cherry, Benjamin Diesbach, Stratton R. Heath, III, John R. Monsky, Steven G. Puccinelli, and Tyler J. Wolfram. The KKR entities with a 10% or greater indirect interest in MetroNet Holdings are: (1) KKR Knox Aggregator LLC, a Delaware limited liability company (approx. 32.39%); (2) KKR Associates Infrastructure IV AIV L.P., a Delaware limited partnership (approx. 12.72%); (3) KKR Infrastructure IV Holdings AIV Limited, a Cayman Island entity (approx. 12.72%); (4) KKR Infrastructure IV AIV LLC, a Delaware limited liability company (approx. 12.72%); (5) KKR Global Infrastructure Investors III (Knox) Direct L.P., a Delaware limited partnership (approx. 32.39%); (6) KKR Associates Infrastructure III AIV SCSp, a Luxembourg entity (approx. 32.39%); (7) KKR Infrastructure III AIV S.a r.l., a Luxembourg entity (approx. 32.39%); (8) KKR Infrastructure III Holdings AIV Limited, a Cayman Islands entity (approx. 32.39%); (9) KKR Financial Holdings LLC, a Delaware limited liability company (approx. 32.39%); (10) KKR Group Partnership L.P., a Cayman Islands entity (approx. 32.39%); (11) KKR Group Holdings Corp., a Delaware company (approx. 32.39%); and, (12) KKR & Co. Inc., a Delaware company (approx. 32.39%). The Cinelli Investors collectively hold approximately 16.38% of the direct equity interests in MetroNet Holdings. According to the Applicants, except for John Cinelli and Janet Cinelli, none of the Cinelli Investors individually hold a 10% or greater interest in MetroNet Holdings. John Cinelli, a U.S. citizen, will hold an approximate 15.89% equity interest in MetroNet Holdings: (1) individually, (2) as the managing member of a limited liability company with a less than 10% equity interest in Holdings, and (3) as co-trustee with Janet Cinelli of the grantor retained annuity trusts (GRATs) that comprise part of the Cinelli Investors. Janet Cinelli, a U.S. citizen, holds an approximate 10.19% equity interest in MetroNet Holdings: (1) individually, and (2) as co-trustee with John Cinelli of the GRATs. No entity will have de jure control of MetroNet Holdings. The Oak Hill Investors and the Cinelli Investors will each have negative de facto control of MetroNet Holdings. The MetroNet Holdings' Board (Board) is comprised of nine (9) managers as follows: three (3) managers appointed by the Oak Hill Investors; three (3) managers appointed by the Cinelli Investors; and three (3) managers appointed by fund vehicles managed by KKR. Actions by the Board require approval of a majority of the Board with the consent of the Oak Hill Investors and the Cinelli Investors acting through the majority of their respective managers. Therefore, according to the Applicants, the Oak Hill Investors and the Cinelli Investors each hold negative de facto control of MetroNet Holdings. In the Executive Branch Review Process Order, the Commission set out categories of applications with reportable foreign ownership that may be excluded from referral to the Executive Branch for review for national security, law enforcement, foreign policy, and trade policy issues. 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 10927, 10938-42, paras. 29-39 (2020). Applicants have made a showing that the only reportable foreign ownership in MetroNet Holdings, LLC is through passive, offshore intermediary holding companies and that 100% of the ultimate control is held by U.S. citizens or entities. We exercised our discretion and did not refer this application to the Executive Branch, but we did provide a courtesy copy of the public notice the Executive Branch agencies. See id. at 10941, para. 36, n. 99; see also id. at 10957, para 81, n. 205. This authorization is without prejudice to the Commission's action in any other related pending proceedings. Page 2 of 5 ITC-T/C-20220223-00032 E ImOn Communications, LLC Transfer of Control Grant of Authority Date of Action: 03/25/2022 Current Licensee: ImOn Communications, LLC FROM: ImOn Communications, LLC TO: Hawkeye Topco Holdings, LLC An application was filed for the transfer of control of ImOn Communications, LLC (ImOn), an Iowa limited liability company that holds an international section 214 authorization (ITC-214-20061107-00505), to Hawkeye Topco Holdings, LLC (Hawkeye Holdings). Pursuant to a February 15, 2022 Agreement and Plan of Merger, Hawkeye Purchaser, LLC (Merger-Sub), an indirect wholly owned subsidiary of Hawkeye Holdings, will merge with and into ImOn, with ImOn being the surviving entity. Upon closing, ImOn will become an indirect wholly owned subsidiary of Hawkeye Holdings. Hawkeye Holdings is ultimately owned and controlled by The Goldman Sachs Group, Inc. (Goldman Sachs), a publicly-traded Delaware corporation. Post-consummation, the following Delaware entities will directly hold a 10% or greater interest in Hawkeye Holdings: WSIP IV Hawkeye (Onshore), L.P. (Hawkeye Onshore) (approximately 21.9%); WSIP IV Hawkeye (Offshore), L.P. (Hawkeye Offshore) (approximately 49.0%); and Broad Street Principal Investments, L.L.C. (Broad Street) (approximately 11.7%). The limited partner holding 86.2% of Hawkeye Onshore is West Street Global Infrastructure Partners IV, L.P. (West Street Global), a Delaware entity. The State of Texas for the use and benefit of the Permanent School Fund, a Texas entity, holds 71.9% of West Street Global. The limited partner for Hawkeye Offshore is WSIP IV Hawkeye Offshore Fund Holdco (Onshore), LLC (Hawkeye Holdco), a Delaware entity that has upstream Luxembourg and Cayman Island entities within its ownership chain, all of which are ultimately owned and controlled by West Street Infrastructure Advisors IV, LLC (West Street), a Delaware entity for which Goldman Sachs is the sole member. West Street also serves as the general partner for both Hawkeye Onshore and Hawkeye Offshore. The sole member of Broad Street is Broad Street Principal Investments Super-Holdco, LLC, a Delaware entity for which Goldman Sachs is the sole member. In the Executive Branch Review Process Order, the Commission set out categories of applications with reportable foreign ownership that may be excluded from referral to the Executive Branch for review for national security, law enforcement, foreign policy, and trade policy issues. 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 10927, 10938-42, paras. 29-39 (2020). Applicants have made a showing that the only reportable foreign ownership in Hawkeye Holdings is through passive, offshore intermediary holding companies and that 100% of the ultimate control is held by U.S. citizens or entities. We exercised our discretion and did not refer this application to the Executive Branch, but we did provide a courtesy copy of the public notice the Executive Branch agencies. See id. at 10941, para. 36, n. 99; see also id. at 10957, para 81, n. 205. This authorization is without prejudice to the Commission's action in any other related pending proceedings. SURRENDER ITC-214-20170530-00105 VRT USA, Inc. By letter submitted March 17, 2022, VRT USA, Inc. notified the Commission of the surrender of its international section 214 authorization, effective March 17, 2022. Page 3 of 5 CONDITIONS APPLICABLE TO INTERNATIONAL SECTION 214 AUTHORIZATIONS (1) These authorizations are subject to the Exclusion List for International Section 214 Authorizations, which identifies restrictions on providing service to particular countries or using particular facilities. The most recent Exclusion List is at the end of this Public Notice. The list applies to all U.S. international carriers, including those that have previously received global or limited global Section 214 authority, whether by Public Notice or specific written order. Carriers are advised that the attached Exclusion List is subject to amendment at any time pursuant to the procedures set forth in Streamlining the International Section 214 Authorization Process and Tariff Requirements, IB Docket No. 95-118, 11 FCC Rcd 12884 (1996), para. 18. A copy of the current Exclusion List will be maintained in the FCC Reference and Information Center and will be available at http://transition.fcc.gov/ib/pd/pf/exclusionlist.html. It also will be attached to each Public Notice that grants international Section 214 authority. (2) The export of telecommunications services and related payments to countries that are subject to economic sanctions may be restricted. For information concerning current restrictions, call the Office of Foreign Assets Control, U.S. Department of the Treasury, (202) 622-2520. (3) Carriers shall comply with the requirements of Section 63.11 of the Commission's rules, which requires notification by, and in certain circumstances prior notification by, U.S. carriers acquiring an affiliation with foreign carriers. A carrier that acquires an affiliation with a foreign carrier will be subject to possible reclassification as a dominant carrier on an affiliated route pursuant to the provisions of Section 63.10 of the rules. (4) A carrier may provide switched services over its authorized resold private lines in the circumstances specified in Section 63.23(d) of the rules, 47 CFR § 63.23(d). (5) Carriers shall comply with the "No Special Concessions" rule, Section 63.14, 47 CFR § 63.14. (6) Carriers regulated as dominant for the provision of a particular communications service on a particular route for any reason other than a foreign carrier affiliation under Section 63.10 of the rules shall file tariffs pursuant to Section 203 of the Communications Act, as amended, 47 U.S.C. § 203, and Part 61 of the Commission's Rules, 47 CFR Part 61. Carriers shall not otherwise file tariffs except as permitted by Section 61.19 of the rules, 47 C.F.R. § 61.19. Except as specified in Section 20.15 with respect to commercial mobile radio service providers, carriers regulated as non-dominant, as defined in Section 61.3, and providing detariffed international services pursuant to Section 61.19, must comply with all applicable public disclosure and maintenance of information requirements in Sections 42.10 and 42.11. (7) International facilities-based service providers must file and maintain a list of U.S.-international routes on which they have direct termination arrangements with a foreign carrier. 47 CFR § 63.22(h). A new international facilities-based service provider or one without existing direct termination arrangements must file its list within thirty (30) days of entering into a direct termination arrangement(s) with a foreign carrier(s). Thereafter, international facilities-based service providers must update their lists within thirty (30) days after adding a termination arrangement for a new foreign destination or discontinuing an arrangement with a previously listed destination. See Process For The Filing Of Routes On Which International Service Providers Have Direct Termination Arrangements With A Foreign Carrier, ITC-MSC-20181015-00182, Public Notice, 33 FCC Rcd 10008 (IB 2018). (8) Any U.S. Carrier that owned or leased bare capacity on a submarine cable between the United States and any foreign point must file a Circuit Capacity Report to provide information about the submarine cable capacity it holds. 47 CFR § 43.82(a)(2). See https://www.fcc.gov/circuit-capacity-data-us-international-submarine-cables. (9) Carriers should consult Section 63.19 of the rules when contemplating a discontinuance, reduction or impairment of service. (10) If any carrier is reselling service obtained pursuant to a contract with another carrier, the services obtained by contract shall be made generally available by the underlying carrier to similarly situated customers at the same terms, conditions and rates. 47 U.S.C. § 203. (11) To the extent the applicant is, or is affiliated with, an incumbent independent local exchange carrier, as those terms are defined in Section 64.1902 of the rules, it shall provide the authorized services in compliance with the requirements of Section 64.1903. Page 4 of 5 (12) Except as otherwise ordered by the Commission, a carrier authorized here to provide facilities-based service that (i) is classified as dominant under Section 63.10 of the rules for the provision of such service on a particular route and (ii) is affiliated with a carrier that collects settlement payments for terminating U.S. international switched traffic at the foreign end of that route may not provide facilities-based switched service on that route unless the current rates the affiliate charges U.S. international carriers to terminate traffic are at or below the Commission's relevant benchmark adopted in International Settlement Rates, IB Docket No. 96-261, Report and Order, 12 FCC Rcd 19806 (1997). See also Report and Order on Reconsideration and Order Lifting Stay in IB Docket No. 96-261, FCC 99-124 (rel. June 11, 1999). For the purposes of this rule, "affiliated" and "foreign carrier" are defined in Section 63.09. (13) Carriers shall comply with the Communications Assistance for Law Enforcement Act (CALEA), see 47 CFR §§ 1.20000 et seq. (14) Every carrier must designate an agent for service in the District of Columbia. See 47 U.S.C. § 413, 47 CFR §§ 1.47(h), 64.1195. Exclusion List for International Section 214 Authorizations The following is a list of countries and facilities not covered by grant of global Section 214 authority under Section 63.18(e)(1) of the Commission's Rules, 47 CFR § 63.18(e)(1). Carriers desiring to serve countries or use facilities listed as excluded hereon shall file a separate Section 214 application pursuant to Section 63.18(e)(3) of the Commission's Rules. See 47 CFR § 63.22(c). Countries: None. Facilities: Any non-U.S.-licensed space station that has not received Commission approval to operate in the U.S. market pursuant to the procedures adopted in the Commission's DISCO II Order, IB Docket No. 96-111, Report and Order, FCC 97-399, 12 FCC Rcd 24094, 24107-72 paragraphs 30-182 (1997) (DISCO II Order). Information regarding non-U.S.-licensed space stations approved to operate in the U.S. market pursuant to the Commission's DISCO II procedures is maintained at https://www.fcc.gov/approved-space-station-list. This list is subject to change by the Commission when the public interest requires. The most current version of the list is maintained at https://www.fcc.gov/exclusion-list-international-section-214-authorizations. For additional information, contact the International Bureau's Telecommunications and Analysis Division, (202) 418-1480. Page 5 of 5