2 2 DA 24-228 Released: March 8, 2024 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF CBTS TECHNOLOGY SOLUTIONS LLC TO CBTS BORROWER, LLC NON-STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 24-42 Comments Due: March 22, 2024 Reply Comment Due: March 29, 2024 By this Public Notice, the Wireline Competition Bureau seeks comment from interested parties on an application filed by Cincinnati Bell Inc. (Cincinnati Bell), CBTS Technology Solutions LLC (CBTS-TS), and CBTS Borrower, LLC (CBTS Borrower), (collectively, 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 for the indirect transfer of control of CBTS-TS to CBTS Borrower. Joint Application for Consent to Transfer Indirect Control of Domestic Section 214 Authorization Holders, CBTS Technology Solutions LLC to CBTS Borrower, LLC, WC Docket No. 24- 24 (filed on Feb. 7, 2024) (Application). Applicants filed supplements to their application on February 26, 2024 and March 6, 2024. Letter from Andrew D. Lipman et. al., Counsel for Cincinnati Bell and CBTS-TS, and Marc A. Korman, Counsel for CBTS Borrower, LLC, to Marlene H. Dortch, Secretary, FCC, WC Docket No. 24-42 (filed Feb. 26, 2024) (Feb. 26 Supplement); Letter from Andrew D. Lipman et. al., Counsel for Cincinnati Bell and CBTS-TS, and Marc A. Korman, Counsel for CBTS Borrower, LLC, to Marlene H. Dortch, Secretary, FCC, WC Docket No. 24-42 (filed Mar. 6, 2024) (Mar. 6 Supplement). Applicants also filed applications for the transfer of international authorizations. Any action on this application is without prejudice to other pending applications before the Commission. Cincinnati Bell (d/b/a altafiber in Ohio, Indiana, and Kentucky), an Ohio corporation, through its subsidiaries, delivers integrated communications solutions to residential and business customers over its fiber-optic network including high-speed internet, video, voice, and data in multiple states. Application at 3. Cincinnati Bell subsidiaries that provide telecommunication services that are not subject to this proposed transaction include: Cincinnati Bell Telephone Company LLC, Cincinnati Bell Extended Territories LLC, Hawaiian Telcom, Inc., Hawaiian Telcom Services Company, Inc., and Wavecom Solutions Corporation. Id. at 10-11. Cincinnati Bell also provides service in Hawaii under the brand Hawaiian Telcom. Id. at 3. CBTS-TS, a subsidiary of CBTS LLC (a Delaware limited liability company and a direct subsidiary of Cincinnati Bell), is a Delaware limited liability company offering or providing resold domestic telecommunications services and other services to enterprise customers in every state, except Alaska and California, and the District of Columbia. Id. at 10; Feb. 26 Supplement. CBTS Borrower, a Delaware limited liability company, is an indirect subsidiary of and is ultimately controlled by Neal Moszkowski (United States citizen) and Ramez Sousou (United Kingdom citizen). Id. at 2. Applicants state that Jonathan Blizin, a U.S. citizen, and Karim Saddi, a citizen of France, are each expected to acquire a 10% or greater interest in TowerBrook’s Fund VI fund family during the pendency of the Application. Mar. 6 Supplement at 1, 4. Applicants further state that CBTS Borrower does not provide telecommunications services and has no affiliates that provide domestic telecommunications services. Id. at 10. Pursuant to the terms of the Equity Purchase Agreement and Plan of Merger, Cincinnati Bell will sell to CBTS Borrower all of the issued and outstanding limited liability company interests of CBTS LLC. Id. at 4. Thus, as a result of the proposed transaction, CBTS-TS will become wholly-owned subsidiaries of CBTS Borrower. Id. Applicants assert that the proposed transaction is consistent with the public interest, convenience, and necessity. Application at Exh. B. Because the proposed transaction is more complex than those accepted for streamlined treatment, and in order to analyze whether the proposed transaction would serve the public interest, we accept the Application for non-streamlined processing. 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-20240207-00028, 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), recon. denied, 15 FCC Rcd 18158 (2000). Domestic Section 214 Application Filed for the Indirect Transfer of Control of CBTS Technology Solutions LLC to CBTS Borrower, LLC, WC Docket No. 24-42 (filed Feb. 7, 2024). 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 22, 2024, and reply comments on or before March 29, 2024. 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) 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, Office of Internal Affairs, 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 Dennis Johnson at (202) 418-0809. -FCC- 3