Federal Communications Commission DA 26-760 DA 26-760 Released: July 21, 2026 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF BIG RIVER TELEPHONE COMPANY, LLC AND BIG RIVER BROADBAND, LLC FROM WH i3 BIDCO LLC TO INSPIRE NEWCO, LLC NON-STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 26-122 Comments Due: August 4, 2026 Reply Comments Due: August 11, 2026 By this Public Notice, the Wireline Competition Bureau seeks comment from interested parties on an application filed by WH i3 Bidco LLC (WH Bidco) and Inspire Newco, LLC (Inspire NewCo), pursuant to section 214(a) of the Communications Act of 1934, as amended, and section 63.04 of the Commission’s rules, See 47 U.S.C. § 214(a); 47 CFR § 63.04. requesting approval of the transfer of control of Big River Telephone Company, LLC (BR Telephone) and Big River Broadband, LLC (BR Broadband, together, Licensees) from WH BidCo, Domestic Section 214 Application for the Transfer of Control of Big River Telephone Company, LLC and Big River Broadband, LLC from WH i3B BidCo LLC to Inspire NewCo, LLC, WC Docket No. 26-122 (filed May. 21, 2026) (Application). Applicants filed a supplement to the Application on July 13, 2026. Letter from Ulises R. Pin et al., Counsel for WH BidCo, Licensees, and Inspire NewCo, Thomas M. Johnson, Jr. et al., Counsel for TMUS Inspire JV Holdings LLC, to Marlene H. Dortch, Secretary, FCC, WC Docket No. 26-122 (filed July 13, 2026). Applicants also filed applications for the transfer of wireless authorizations. Any action on this Application is without prejudice to Commission action on other related applications. which is indirectly held by Wren House Infrastructure Management Limited (Wren House), Wren House is a United Kingdom investment management entity owned by Kuwait Investment Authority (KIA), a Kuwait entity. Application at 2-3, Exh. B-7 (Ownership Narrative). See id. at Exh. A for a description of the Applicants’ ownership. to Inspire Newco. Inspire NewCo, a Delaware limited liability corporation, is a holding company that does not provide telecommunications services. Id. at 13, Exh. A-5. Inspire NewCo will be a joint venture held by: Inspire Holdco, LLC (Inspire HoldCo) (50% stock interest), which is indirectly held by Wren House; and T-Mobile USA, Inc. (T-Mobile) (50% stock interest), which is indirectly held by Deutsche Telekom AG. Id. at 1-2, 4-6, Exh. A (Pre-and Post-Transaction Ownership Structure Charts). Deutsche Telekom AG, a German telecommunications company, is held by the Federal Republic of Germany. Id. at Exh. B-8 (Ownership Narrative). BR Telephone, a Delaware limited liability company, is authorized to provide service as a competitive local exchange carrier (LEC) in Alabama, Illinois, Indiana, Iowa, Kentucky, Louisiana, Massachusetts, Michigan, Missouri, Minnesota, Oklahoma, South Carolina, Tennessee, Texas, and Wisconsin and is authorized to provide other services in multiple states. Id. at 11-12. BR Broadband, a Delaware limited liability company, operates a fiber and fixed wireless network in Missouri. Id. at 3. BR Telephone and BR Broadband are currently controlled by Wren House. Id. at 4. Applicants state that neither BR Telephone nor BR Broadband currently receive high-cost support or participate in the Lifeline program. Id. at 18-19. Both BR Telephone and BR Broadband participate in the E-rate program and the Rural Healthcare program. Id. at 19. Applicants provide a description in the Application of WH BidCo’s affiliates that are authorized to provide telecommunications services. Id. Inspire HoldCo, a Delaware limited liability company formed for the purposes of the proposed transaction, is currently an affiliate of WH US LP, a Delaware limited partnership indirectly controlled by Wren House, which will become a subsidiary of WH US LP prior to closing. Id. at 4. Applicants state that KIA, Wren House, and WH BidCo do not currently provide, and are not authorized to provide, domestic telecommunications services. Id. at 3. Applicants state that KIA, the ultimate owner of Wren House and the Licensees, is governed by the Wren House Management Agreement, which “affords Wren House substantial operational independence and the authority to make certain decisions, including the right to appoint and remove the officers of each Wren House entity,” and thus, post-transaction, control of Wren House’s half of the joint venture will rest with Wren House. Id. at Exh. B-7. T-Mobile, a Delaware corporation, provides nationwide wireless voice, data, and fixed wireless broadband services to over 142.4 million subscribers. Id. at 5. T-Mobile shares negative control of Trailblazer Holdco, LLC (collectively with its operating subsidiaries, Lumos Fiber). Id. at 13. Lumos Fiber provides interstate telecommunications services and other services to residential and business customers as both an incumbent LEC and a competitive LEC in multiple states. Applicants provide a description of the services provided by the Lumos operating entities in the Application. Id. at 13-15. Applicants state that the following Lumos affiliates are designated as eligible telecommunications carriers (ETCs) that receive high-cost support: Lumos Telephone of Botetourt LLC (Lumos Botetourt), Lumos Telephone LLC (Lumos Telephone), and North State Telephone, LLC (North State), each receiving Alternative Connect America Cost Model (A-CAM) and Intercarrier Compensation Recovery (ICC) support. Id. at 18. Applicants further state that Lumos Botetourt, Lumos Telephone, and North State each participate in the Lifeline program. Id. at 20. T-Mobile also shares negative control of MetroNet Systems Holdings, LLC (collectively with its operating subsidiaries, Metronet). Id. at 15. Metronet provides or is authorized to provide telecommunications services as an incumbent LEC and as a competitive LEC in multiple states. Applicants provide a description of the services provided by Metronet’s operating entities in the Application. Id. at 15-16. Applicants state that Metronet affiliates receive high cost support as follows: Climax Telephone LLC is designated as an ETC in Michigan and its affiliates receive High-Cost Loop (HCL) support and CAF Broadband Loop Support (CAF-BLS) and CAF-ICC support as an average schedule company; Jaguar Communication, LLC is designated as an ETC in Minnesota and receives CAF Phase II Auction support; Vexus Fiber, LLC (Vexus Fiber) is designated as an ETC in Louisiana and Texas and is authorized to receive Rural Digital Opportunity Fund (RDOF) support in Texas. Id. at 18-19. Applicants further state that CMN-RUS, LLC is designated as an ETC in Indiana. Id. at 19. Applicants maintain that Vexus Fiber and other T-Mobile affiliates, Assurance Wireless USA, L.P., and T-Mobile Puerto Rico LLC, participate in the Lifeline program. Id. at 20. Pursuant to the terms of a transaction agreement, together with other ancillary agreements among the parties and certain affiliates, all of the issued and outstanding membership interest of i3 Broadband, LLC, the indirect parent of the Licensees, will, after a series of steps, be transferred from WH BidCo to Ignite FinCo LLC, an indirect subsidiary of Inspire NewCo. Id. at 5. As a result, the Licensees would become indirect, wholly owned subsidiaries of Inspire NewCo. Id. Inspire HoldCo and TMUS HoldCo, a subsidiary of T-Mobile, will each hold 50 percent of the total issued and outstanding limited liability company interests in Inspire NewCo, and thus jointly own and control the Licensees. Id. at 1-2, 5-6, Exh. A, Exh. B. The board of directors of Inspire NewCo will consist of two directors appointed by Inspire HoldCo, two directors appointed by TMUS Holdco, and one independent director. The independent director will be designated by Inspire HoldCo, subject to TMUS HoldCo’s right to object to such designation (in good faith) on the basis that the designee is not independent or does not have the relevant financial and business experience to serve as a director. Id. at 5. Applicants assert that a grant of the Application would serve the public interest, convenience, and necessity. Applicants state that the Licensees’ service areas do not overlap with any incumbent LEC territories served by Inspire NewCo or its affiliates. Supplement at 1. Applicants disclosed that there is an overlap between the fiber passings of i3 Broadband and T-Mobile’s affiliate, Metronet, with fewer than 3,000 overlapping locations in certain areas of Illinois. Application at 8, n.10. Because this transaction is more complex than those accepted for streamlined treatment, and in order to analyze the public interest, we accept the Application for non-streamlined processing. 47 CFR § 63.03(c)(1)(v). No Referral to Executive Branch Agencies: The Commission determined in the Executive Branch Review Process Order that it would not routinely refer to the Executive Branch “standalone applications to transfer control of domestic section 214 authority.” 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, 10936, para. 25 (2020) (Executive Branch Review Process Order). The Commission, however, retains the discretion to refer a domestic-only section 214 transaction should it find that a particular application may raise national security, law enforcement, foreign policy, or trade policy concerns for which it would benefit from the advice of the Executive Branch. Id. Applicants state that the Application involves the transfer of control of carriers that hold only domestic section 214 authority. Application at 20. Applicants therefore assert that, consistent with the decision in the Executive Branch Review Process Order, the Application does not require a referral to the Executive Branch. Id. at 20-21. We do not find any special circumstances that warrant referral of this Application to the Executive Branch agencies. While we are not referring the Application, we will provide a courtesy copy of this public notice to the Executive Branch agencies. See Executive Branch Review Process Order, 35 FCC Rcd at 10941, para. 36 n.99; see also id. at 10939, para 30 n.81. Domestic Section 214 Application for the Transfer of Control of Big River Telephone Company, LLC and Big River Broadband, LLC from WH i3B BidCo LLC to Inspire NewCo, LLC, WC Docket No. 26-122 (filed May. 21, 2026) 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 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 and reply comments on or before the dates indicated on the first page of this document. Comments may be filed using the Commission’s Electronic Comment Filing System (ECFS). § Electronic Filers: Comments may be filed electronically using the Internet by accessing the ECFS: https://www.fcc.gov/ecfs/. § Paper Filers: Parties who choose to file by paper must file an original and one copy of each filing. § Filings can be sent by hand or messenger delivery, by commercial courier, or by the U.S. Postal Service. All filings must be addressed to the Secretary, Federal Communications Commission. § Hand-delivered or messenger-delivered paper filings for the Commission’s Secretary are accepted between 8:00 a.m. and 4:00 p.m. by the FCC’s mailing contractor at 9050 Junction Drive, Annapolis Junction, MD 20701. All hand deliveries must be held together with rubber bands or fasteners. Any envelopes and boxes must be disposed of before entering the building. § Commercial courier deliveries (any deliveries not by the U.S. Postal Service) must be sent to 9050 Junction Drive, Annapolis Junction, MD 20701. § Filings sent by U.S. Postal Service First-Class Mail, Priority Mail, and Priority Mail Express must be sent to 45 L Street NE, Washington, DC 20554. People with Disabilities: To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at 202-418-0530. In addition, e-mail one copy of each pleading to each of the following: 1) Dennis Johnson, Competition Policy Division, Wireline Competition Bureau, dennis.johnson@fcc.gov; 2) Audra Hale-Maddox, Telecommunications Access and Policy Division, Wireline Competition Bureau, audra.hale-maddox@fcc.gov; 3) Brenda Villanueva, Telecommunications Access Division, Office of International Affairs, brenda.villanueva@fcc.gov; 4) Nadja SodosWallace, Broadband Division, Wireless Telecommunications Bureau nadja.sodoswallace@fcc.gov; and 5) 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 Dennis Johnson, Competition Policy Division, Wireline Competition Bureau, at (202) 418-0809. -FCC- 2