2 DA 23-603 Released: July 14, 2023 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF ALTEVA OF WARWICK LLC TO ARCHTOP FIBER LLC NON-STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 23-178 Comments Due: July 28, 2023 Reply Comment Due: August 4, 2023 By this Public Notice, the Wireline Competition Bureau seeks comment from interested parties on an application filed by MBS Intermediate Holdings, LLC (MBS) and Archtop Fiber L.L.C. (Archtop) (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 MBS’ indirect subsidiary, Alteva of Warwick LLC (f/k/a Warwick Valley Telephone Company) (Warwick), from MBS to Archtop. Application of Warwick LLC, MBS Intermediate Holdings, LLC, and Archtop Fiber LLC for Consent to Transfer Control of Alteva of Warwick LLC Pursuant to Section 214 of the Communications Act of 1934, as Amended, WC Docket No. 23-178 (filed May 26, 2023) (Application). Applicants also filed applications for the transfer of authorizations associated with international services. See IB File No. ITC-T/C-20230526-00068. Any action on this domestic section 214 application is without prejudice to Commission action on other related, pending applications. We note that the transferee, Archtop, currently has two other pending transfer of control applications before the Commission. See Domestic Section 214 Applications Filed for the Transfer of Control of Germantown Telephone Company, Inc. and Valstar, Inc. to Archtop Fiber LLC and Hancock Telephone Company, Inc. to Archtop Fiber LLC; WC Docket Nos. 22-421 and 23-178, Public Notice, DA 23-147 (rel. Feb. 24, 2023). Warwick is a wholly-owned subsidiary of Alteva, Inc. (Alteva), both New York cooperations. Application at 2; Exh. B (Pre-Close Ownership Structure) at 1. Alteva, in turn, is directly owned and controlled by MBS, a Delaware limited liability company. Id. at 3; Exh. B at 1. Warwick provides service as an incumbent local exchange carrier (LEC) in the Townships of Warwick, Goshen, and Wallkill in Orange County, New York, and in West Milford, Vernon, and Franklin Borough, New Jersey. Id. at 2. Warwick also provides competitive LEC services in Middleton and Scotchtown, New York and areas in New Jersey that are outside its incumbent LEC service territory. Id. Archtop, a Delaware limited liability company, does not currently provide any telecommunications services. Id. at 11. While Archtop does not currently provide domestic telecommunications services, it has two transfer of control applications pending before the Commission. See supra note [2]. Applicants state that “[t]o the best of Applicants’ knowledge, none of the entities [related to the two pending 214 transactions] provide local exchange or interexchange services in the same geographic market as Warwick.” Id. at 21. 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. Application at 12: Exh. C (Post-Closing Ownership Chart) at 2. 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. Application at 12-13 and Exh. C at 2. The OPSEU Pension Plan Trust Fund (OPSEU Pension Plan), a Canadian entity, wholly owns OP Trust Infrastructure. Application at 13 and Exh. C at 2. 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. Application at 20. 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. Id. at n. 21 (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. Application at 14-15 and Exh. C at 1. The general partner for PRG Holdings is Post Road Group GP LLC (Post Road GP), a Delaware entity. Application at 14 and Exh. C at 1. 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. Application at 14-15. 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. Id. at 14. Seventh Avenue holds 50% of the voting and equity interest in Post Road GP, while Seventh Avenue II holds 45% of the equity in PRG Holdings. Id. Pursuant to the terms of the proposed transaction, Archtop will acquire all of the equity and voting interest in Alteva and, therefore, indirectly acquire all of the equity and voting rights in Warwick. Application at 4-5. The Applicants assert that the proposed transaction is in the public interest. Id. 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. Id. at 6-8. 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.” Id. at 8-9. 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 the Application for non-streamlined processing. 47 CFR § 63.03(c)(1)(v). Domestic Section 214 Application Filed for the Transfer of Control of Alteva of Warwick LLC to Archtop Fiber LLC, WC Docket No. 23-178 (filed May 30, 2023). Referral to Executive Branch Agencies Through this Public Notice, pursuant to Commission practice, the Application and the associated international application, ITC-T/C-20230526-00068, 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 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 July 28, 2023, and reply comments on or before August 4, 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