2 DA 23-147 Released: February 24, 2023 DOMESTIC SECTION 214 APPLICATIONS FILED FOR THE TRANSFER OF CONTROL OF GERMANTOWN TELEPHONE COMPANY, INC. AND VALSTAR, INC. TO ARCHTOP FIBER LLC WC Docket No. 22-421 and HANCOCK TELEPHONE COMPANY, INC. TO ARCHTOP FIBER LLC WC Docket No. 23-29 NON-STREAMLINED PLEADING CYCLE ESTABLISHED Comments Due: March 10, 2023 Reply Comment Due: March 17, 2023 By this Public Notice, the Wireline Competition Bureau seeks comment from interested parties on two applications related to the same transferee, Archtop Fiber LLC (Archtop), pursuant to section 214 of the Communications Act of 1934, as amended (Act), and sections 63.03-04 of the Commission’s rules. See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. The applicants for both proposed transactions also filed corresponding applications for the transfer of authorizations associated with international services. See IB File Nos. ITC-T/C 20221202-00143 and ITC-T/C 20230113-00002. Any action on the domestic section 214 applications are without prejudice to Commission action on other related, pending applications. The first application, filed by Donald C. and Madeline S. Bohnsack Irrevocable Trust I, Catherine B. Bohnsack, Christina N. Bohnsack, Corey A. Bohnsack Smith, Laurel Jurkowski, and Leslie Tompkins (collectively, the GTel Transferors), Germantown Telephone Company, Inc. (GTel), Valstar, Inc. (Valstar) (together, the GTel Licensees), and Archtop (collectively, with the GTel Transferors and GTel Licensees, the GTel Applicants), requests consent to transfer control of the GTel Licensees from the GTel Transferors to Archtop. Application for Consent to Transfer Control of Domestic and International Section 214 Authorization Holders, WC Docket No. 22-421 (filed Dec. 1, 2022) (GTel Application). On January 13, 2023 and February 13, 2021, the GTel Applicants filed supplements to their domestic section 214 application. Letter from K.C. Halm, Counsel to Germantown Telephone Company, Inc. and Valstar, Inc., to Marlene H. Dortch, Secretary, FCC. WC Docket No. 22-441 (filed Jan. 13, 2023) (GTel Supplement); Letter from K.C. Halm, Counsel to Germantown Telephone Company, Inc. and Valstar, Inc., to Marlene H. Dortch, Secretary, FCC. WC Docket No. 22-441 (filed Feb. 13, 2023) (Applicants’ Second Supplement) (providing, among other things, updated ownership information relevant to Archtop). We note that Applicants’ Second Supplement was also filed in WC Docket No. 23-29 because of the relevance to that transaction as well. The second application, filed by RCW Family, LLC, the Margaret J.B. Reese Credit Shelter Trust, Suzanne B. Feehan, Maureen L. Mackin, and June B. Nolan (collectively, the Hancock Transferors), the Hancock Telephone Company, Inc. (Hancock), Hancock Long Distance, Inc. (Hancock LD, together with Hancock, the Hancock Licensees), and Archtop (collectively, with the Hancock Transferors and the Hancock Licensees, the Hancock Applicants), requests consent to transfer control of the Hancock Licensees from the Hancock Transferors to Archtop. Application for Consent to Transfer Control of Domestic and International Section 214 Authorization Holders, WC Docket No. 23-29 (filed Jan. 12, 2023) (Hancock Application); see also Applicants’ Second Supplement at 1-9. Transferee, Archtop Fiber LLC Archtop, a Delaware limited liability company, does not currently provide any telecommunications services. Id. at 11. Archtop is indirectly owned (98.7% voting and equity) by Post Road Digital Infrastructure Fund I LLC, which, in turn, is wholly-owned by Post Road Digital Infrastructure Fund I, LP (Post Road), both Delaware entities. Applicants’ Second Supplement, Exh. C (Post-Closing Ownership Chart) at 2; Id. at Supplemental Narrative Description to Replace Section IV(E) (Post-close Ownership) (Supplemental Narrative) at 1. The voting interest in Post Road is held by Post Road DIF I GP LLC (Post Road DIF GP) (50.5%), a Delaware entity, and OPTrust Infrastructure Direct N.A. VII Inc. (OP Trust Infrastructure) (49.5%), a Canadian entity. Applicants’ Second Supplement; Exh. C at 2; Supplemental Narrative at 1-3. The OPSEU Pension Plan Trust Fund (OPSEU Pension Plan), a Canadian entity, wholly owns OP Trust Infrastructure. Id. at Exh. C at 2; Supplemental Narrative at 3. The OPSEU Pension Plan holds an approximately 10.5% indirect interest in Dobson Technologies, Inc. d/b/a Dobson Fiber, an interstate telecommunications carrier offering services in Arkansas, Oklahoma and Texas. GTel Supplement at 2. Dobson Fiber wholly owns the following subsidiaries: Dobson Telephone Company, Inc., (DTC), Dobson Technologies – Transport and Telecom Solutions, LLC, Lavaca Telephone Company, Inc. (Lavaca), Pinnacle Telecom L.L.C., and Vantage Telecom, LLC. Id. DTC provides service as an incumbent LEC and Eligible Telecommunications Carrier (ETC) to approximately 5,200 access lines in western and eastern Oklahoma. GTel Supplement at n.3 (citing 214 Application Granted Subject To Condition, WC Docket No. 22-10, Public Notice, DA 22-1092, at n.4 (rel. Oct. 13, 2022)). Lavaca provides service as an incumbent LEC and ETC to about 1,800 access lines in rural western Arkansas and rural eastern Oklahoma. Id. Post Road DIF GP is indirectly owned (100% voting and 80% equity) by Post Road Group Holdings LP (PRG Holdings), a Delaware entity that is ultimately owned and controlled by Michael Bogdan and Kevin Davis, both U.S. citizens. Applicants’ Second Supplement; Exh. C at 1-2; Supplemental Narrative at 1-2, 4. The general partner for PRG Holdings is Post Road Group GP LLC (Post Road GP), a Delaware entity. Applicants’ Second Supplement, Exh. C at 1; Supplemental Narrative at 3. Post Road GP holds all the voting general partner interest in PRG Holdings. Id. Michael Bogdan holds all the voting and equity interest in Birch Hill Capital LLC, a Delaware entity, which, in turn, holds 50% voting and equity in Post Road GP and 45% of the equity of PRG Holdings. Applicants’ Second Supplement; Exh. C at 1; Supplemental Narrative at 4. Kevin Davis Holds all the interest in Seventh Avenue Capital Group LLC(Seventh Avenue) and Seventh Avenue Capital Group II LLC (Seventh Avenue II), both Delaware entities. Applicants’ Second Supplement, Exh. C; Supplemental Narrative at 3-4. Seventh Avenue holds 50% of the voting and equity interest in Post Road GP while Seventh Avenue II holds 45% of the equity of in PRG Holdings. Id. GTel Application (WC Docket No. 22-421) GTel, a New York corporation, provides service as an incumbent local exchange carrier (LEC) in the towns of Germantown, Livingston, Clermont, Taghkanic, and Gallatin, New York. GTel Application at 2. GTel directly wholly owns Valstar, also a New York corporation, which provides long distance telecommunications services in the same service area. Id. at 3. The GTel Applicants state that both GTel and Valstar are designated as ETCs in the state of New York. Id. at 2-3. GTel participates in Lifeline and the Affordable Connectivity Program (ACP), and the GTel Applicants state they will continue to do so after consummation of the proposed transaction. Id. at 17. Valstar is authorized to participate in Lifeline, but the GTel Applicants state they do not have any Lifeline customers. Id. The GTel Applicants further state that GTel’s affiliate Hilltop Communications, Inc. provides multichannel video services in the towns of Germantown, Livingston, Gallatin, Taghkanic, and Clermont, and Valstar provides Internet access and other communications services in these towns and also parts of the towns of Greenport, Hillsdale, and Claverack. Id. at 15. The GTel Applicants state that Licensees along with Hilltop provide services under the trade name, GTel Teleconnections. Id. at 3. Pursuant to the terms of the proposed transaction, Archtop will acquire all of the equity interests in GTel and, as a result, Archtop will acquire all of the equity and voting interest in the GTel Licensees. Id. at 4. Hancock Application (WC Docket No. 23-29) Hancock, a New York corporation, provides service as an incumbent LEC in the towns of Hancock, Fish’s Eddy, East Branch, Kelsey, and French Woods, New York, and Starlight, Lake Como, Preston Park, Lakewood, and Shehawken, Pennsylvania. Hancock Application at 17. The Hancock Applicants state that Hancock was designated as an ETC in the state of New York. Id. at 3. The Hancock Applicants further state that Hancock participates in Lifeline and the ACP and that Hancock will continue to do so after consummation of the proposed transaction. Id. at 18. The Hancock Applicants note that Hancock’s subsidiary, Han-cel, holds cable franchises from the Village of Hancock, New York; the Town of Hancock, New York; and the Town of Tompkins, New York and offers cable services in these markets. Hancock LD, also a New York corporation, provides long distance telecommunications services in Hancock’s service area. Hancock Application at 17. Pursuant to the terms of the proposed transaction, Archtop will acquire all of the equity interests in Hancock and, as a result, Archtop will acquire all of the equity and voting interest in the Hancock Licensees. Public Interest and Non-Streamlined Processing The GTel Applicants and the Hancock Applicants assert that their respective proposed transactions are in the public interest. GTel Application at 5-9; Hancock Application at 5-9. They state that Archtop plans to invest millions of dollars over the next five years to become a new broadband leader in its region and that Archtop’s current all-fiber network will deliver gigabit-plus speeds. GTel Application at 6-7; Hancock Application at 6-7. They further state that “[c]ustomers’ rates, terms, and conditions of service will not change except in compliance with customers’ contracts, tariffs, and applicable law.” GTel Application at 9; Hancock Application at 9. Because the proposed transactions are more complex than those accepted for streamlined treatment, and in order to analyze whether the proposed transactions would serve the public interest, we accept both the GTel Application and the Hancock Application for non-streamlined processing. 47 CFR § 63.03(c)(1)(v). Domestic Section 214 Application Filed for the Transfer of Control of Germantown Telephone Company, Inc. and Valstar, Inc. to Archtop Fiber LLC, WC Docket No. 22-421 (filed Dec. 1, 2022). Domestic Section 214 Application Filed for the Transfer of Control of Hancock Telephone Company, Inc. and Hancock Long Distance, Inc. to Archtop Fiber LLC, WC Docket No. 23-29 (filed Jan. 12, 2023). Referral to Executive Branch Agencies Through this Public Notice, pursuant to Commission practice, the GTel Application and the associated international application, ITC-T/C 20221202-00143, as well as the Hancock Application and the associated international application, ITC-T/C 20230113-00002, are 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 GTel Applicants and the Hancock 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), recon. denied, 15 FCC Rcd 18158 (2000). GENERAL INFORMATION The applications identified herein has been found, upon initial review, to be acceptable for filing. The Commission reserves the right to return any applications 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 March 10, 2023, and reply comments on or before March 17, 2023. 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) Gregory Kwan, Competition Policy Division, Wireline Competition Bureau, gregory.kwan@fcc.gov; 2) David Krech, 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 applications 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 Gregory Kwan, Competition Policy Division, Wireline Competition Bureau, at (202) 418-1191, or David Krech, Telecommunications and Analysis Division, International Bureau, at (202) 418-7443. -FCC- 3