2 DA 23-151 Released: February 24, 2023 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF MASHELL TELECOM, INC. D/B/A RAINIER CONNECT TO ALPHABOOST PURCHASER, LLC NON-STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 23-30 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 an application filed by Mashell, Inc. (Mashell), Mashell Telecom, Inc. d/b/a Rainier Connect (Mashell Telecom) and Alphaboost Purchaser, LLC (Alphaboost) (together, Applicants), pursuant to section 214 of the Communications Act of 1934, as amended, and sections 63.03-04 of the Commission’s rules, See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. requesting consent to transfer control of Mashell Telecom to Alphaboost. See Application of Mashell, Inc., Mashell Telecom, Inc. d/b/a Rainier Connect and Alphaboost Purchaser, LLC for Authority to Transfer Control, WC Docket No. 23-30 (filed Jan. 20, 2023) (Application). Applicants filed a supplement to their Application on February 22, 2023. Letter from Richard A. Finnigan, Counsel for Mashell Telecom and Mashell, and Danielle Burt, et al., Counsel for Alphaboost, to Marlene H. Dortch, Secretary, FCC (filed Feb. 22, 2023). Applicants also filed 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. Mashell, a Washington corporation, acts as a holding company for Mashell Telecom and its affiliates, Licensee’s affiliates include the following Washington limited liability companies: Rainier Connect North LLC, New Opportunities LLC, and Carrera GT LLC. which collectively provide telecommunications services and other services to approximately 25,000 residential customers and approximately 2,200 commercial customers in the state of Washington. Mashell Telecom, a Washington corporation, is an eligible telecommunications carrier (ETC) and an incumbent local exchange carrier (LEC) providing telecommunications services in Washington. Application at 2-3. Applicants state that Mashell Telecom participates in the Lifeline program and receives Connect America Fund-Broadband Loop Support (CAF-BLS) and will continue to meet its obligations post-consummation. Alphaboost, a newly-formed Delaware limited liability company, was created for the purpose of completing this proposed transaction. Id. at 2. Alphaboost is indirectly owned by Palisade Diversified Infrastructure Fund No. 3, an Australian infrastructure fund. Id. The Applicants state that, at closing, Mashell Telecom is expected to be owned directly or indirectly by funds managed by Palisade Americas Management, LLC (PAM) and Palisade Investment Partners Limited (PIPL), an Australia specialist infrastructure investment manager. Id. Pursuant to the terms of the proposed transaction by and among Alphaboost Merger Sub, LLC (Merger Sub), Merger Sub is a Washington limited liability company and wholly-owned subsidiary of Alphaboost created solely for purposes of this proposed Transaction. Id. at 3. Mashell, and Brian Haynes (as Shareholder Representative), Merger Sub will merge with and into Mashell, with Mashell continuing as the surviving entity. Id. Applicants state that, as a result of this proposed transaction, Mashell Telecom will be an indirect, wholly-owned subsidiary of Alphaboost. Id. at 3-4. In light of the multiple applications pending before the Commission with respect to this transaction and the public interest review associated with them, the application is not subject streamlined treatment. 47 CFR § 63.03(c)(1)(v). Referral to Executive Branch Agencies. Through this Public Notice, pursuant to Commission practice, the Application and the associated international application, ITC-T/C-20230120-00004, 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 Applicants. 47 CFR § 1.40001. See Process Reform for Executive Branch Review of Certain FCC Applications and Petitions Involving Foreign Ownership, IB Docket No. 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). Domestic Section 214 Application Filed for the Transfer of Control of Mashell Telecom, Inc. d/b/a Rainier Connect to Alphaboost Purchaser, LLC, WC Docket No. 23-30 (filed Jan. 20, 2023). 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 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 https://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, email one copy of each pleading to each of the following: 1) Tracey Wilson, Competition Policy Division, Wireline Competition Bureau, tracey.wilson@fcc.gov; 2) Dennis Johnson, Competition Policy Division, Wireline Competition Bureau; dennis.johnson@fcc.gov; 3) David Krech, International Bureau, david.krech@fcc.gov; and 4) Jim Bird, Office of General Counsel, jim.bird@fcc.gov. The proceeding in this Public 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 id. § 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 Dennis Johnson at (202) 418-0809, Wireline Competition Bureau. -FCC- 3