PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 45 L STREET NE WASHINGTON D.C. 20554 News media information 202-418-0500 Internet: http://www.fcc.gov (or ftp.fcc.gov) TTY (202) 418-2555 Report No. TEL-02254NS Friday February 24, 2023 Non Streamlined International Applications/Petitions Accepted For Filing Section 214 Applications (47 CFR §§ 63.18, 63.24); Section 310(b) Petitions (47 CFR § 1.5000) Unless otherwise specified, the following procedures apply to the applications listed below: The applications listed below have been found, upon initial review, to be acceptable for filing. These applications are not subject to the streamlined processing procedures set forth in section 63.12 of the Commission's rules. 47 CFR § 63.12. These applications shall not be deemed granted until the Commission affirmatively acts upon the application, either by public notice or by written order. Operation for which authorization is sought may not commence except in accordance with any terms or conditions imposed by the Commission. Pursuant to section 1.1910(b)(2) of the rules, action will be withheld on any application by any entity found to be delinquent in its debts to the Commission. Applicants should check the Red Light Display System's website at www.fcc.gov/redlight to determine if they are delinquent in a debt to the Commission and for information on how to pay the debt. 47 CFR § 1.1910(b)(2). Unless otherwise specified, interested parties may file comments with respect to these applications within 28 days of the date of this public notice. We request that such comments refer to the application file number shown below. No application listed below shall be granted by the Commission earlier than the day after the date specified in this public notice for the filing of comments. Unless otherwise specified, ex parte communications between outside parties and Commission staff concerning these applications are permitted subject to the Commission's rules for "permit-but-disclose proceedings." See 47 CFR § 1.1206. 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 (voice), 1-888-835-5322 (tty). All applications listed are subject to further consideration and review, and may be returned and/or dismissed if not found to be in accordance with the Commission's rules, regulations, and other requirements. Page 1 of 5 ISP-PDR-20221013-00009 E Lightspeed Networks, Inc. Petition for Declaratory Ruling On October 13, 2022, LightSpeed Networks, Inc. (LightSpeed or Petitioner) filed a petition for a declaratory ruling (Petition), pursuant to section 310(b)(4) of the Communications Act of 1934, as amended (the Act), 47 U.S.C. § 310(b)(4), and section 1.5000(a)(1) of the Commission's rules, 47 CFR § 1.5000(a)(1), requesting that the Commission find that it would serve the public interest to approve the indirect foreign equity and voting interests in Lightspeed, the controlling U.S. parent of PocketiNet Communications Inc. (PocketiNet or Licensee) in excess of the 25% statutory benchmarks. On January 20, 2023, Petitioner filed a restated petition, and on February 14, 2023, Petitioner filed a second restated petition (Restated Petition). Petitioner filed the Petition in connection with an application for the transfer of control of PocketiNet's common carrier radio station licenses to LightSpeed. See ULS File No. 0010238994. According to the Restated Petition, PocketiNet, a U.S. corporation, currently holds 53 common carrier radio station licenses. Licensee is a locally owned and operated internet service provider serving Southeast Washington and parts of Northeast Oregon since 2000 and provides high-speed broadband services and ancillary solutions. Petitioner states that LightSpeed, a U.S. corporation, is a leading fiber network provider in the Pacific Northwest, delivering high-quality connectivity for businesses and homes in underserved and rural communities. On September 29, 2022, PocketiNet and LightSpeed entered into a Stock Purchase Agreement (Agreement). Under the Agreement, LightSpeed obtained a 24% minority interest in PocketiNet. Petitioner states that, subsequent to Commission approval of the Petition and final closing of the transaction, LightSpeed will acquire the outstanding existing shares such that, upon closing, LightSpeed will hold a 100% direct equity and voting interest in PocketiNet. In turn, Pacific Broadband Partners IA LLC, a U.S. limited liability corporation, will hold 100% uninsulated direct equity and voting interests in LightSpeed. Pacific Link Partners IA LLC, U.S. limited liability corporation, will hold 100% uninsulated direct equity and voting interests in Pacific Broadband Partners IA LLC. In turn, Pacific Link Holdings IA LLC, a U.S. limited liability company with a single member, will hold 100% uninsulated equity and voting interests in Pacific Link Partners IA LLC. Expedition Partners IA LP, a U.S. limited partnership, will hold 100% equity and voting interests in Pacific Link Holdings IA LLC. Further, InfraLink Holdings IA LP, a U.S. limited partnership, will hold 99.82% equity and voting interests in Expedition Partners IA LP. Vestcor Investments Infrastructure, L.P., a Canadian limited partnership, will hold 6.3% insulated equity and voting interests in Infralink Holdings IA LP and 39.47% insulated equity and voting interests in InstarAGF Essential Infrastructure II (QFPF-CAD) LP. Golding Infrastructure Co-Investment 2020 SCS SICAV-FIAR10, Luxemburg limited partnership, will hold 13.7% insulated equity and voting interests in Infralink Holdings IA LP. InstarAGF Infrastructure Management II LLC, a U.S. limited liability company, will be the sole general partner of both Expedition Partners IA LP and InfraLink Holdings IA LP with 0% equity and 100% voting interests in both entities. The following Canadian limited partnership entities will hold insulated interests in Infralink Holdings IA LP: InstarAGF Essential Infrastructure II (CAD) LP (13.19% equity and voting); InstarAGF Essential Infrastructure II (USD) LP (0.7% equity and voting); InstarAGF Essential Infrastructure II (Co-invest-USD) LP (5.26% equity and voting); InstarAGF Essential Infrastructure II (USP-USD) LP (16.34% equity and voting); InstarAGF Essential Infrastructure II (QFPF-CAD) LP (8.85% equity and voting); and InstarAGF Essential Infrastructure II (QFPF-USD) LP (9.88% equity and voting). Texas Municipal Retirement System, a U.S. limited partnership, will hold 99.99% insulated limited partner equity and 0% voting interests in InstarAGF Essential Infrastructure II (Co-invest-USD) LP and a 37.81% insulated limited partner equity and 0% voting interest in InstarAGF Essential Infrastructure II (USP-USD) LP. InstarAGF Essential Infrastructure Fund II (LUX-USD), SCSp, a Luxembourg limited partnership, will hold a 23.68% insulated limited partner equity and voting interest in Infralink Holdings IA LP. InstarAGF Essential Infrastructure II Lux, SARL, a Luxembourg Corporation, InstarAGF Essential Infrastructure II Lux, SARL will hold a .001% general partner equity interest and 100% voting interest in InstarAGF Essential Infrastructure Fund II (LUX-USD), SCSp. InstarAGF Essential Infrastructure II GP, Inc., a Cayman Island Corporation will hold a .001% general partner equity interest and 100% voting interest in InstarAGF Essential Infrastructure II (CAD) LP; InstarAGF Essential Infrastructure II (USD) LP13; InstarAGF Essential Infrastructure II (USP-USD) LP; InstarAGF Essential Infrastructure II (QFPF-CAD) LP; InstarAGF Essential Infrastructure II (QFPF-USD) LP; and InstarAGF Essential Infrastructure II (Co-invest-USD) LP. Instar Asset Management Inc., a Canadian Corporation, will hold a 100% equity and voting interest in InstarAGF Infrastructure Management II LLC; InstarAGF Essential Infrastructure II GP, Inc.; and InstarAGF Essential Infrastructure II Lux, SARL. Instar Inc., Canadian corporation will hold a 100% equity and voting interest in Instar Asset Management Inc. Instar Group Inc., a Canadian corporation, will hold a 100% equity and voting interest in Instar Inc. Instar Holdings Inc., Canadian corporation will hold a 100% equity and voting interest in Instar Group Inc. Gregory Smith, a Canadian citizen, will hold a 52% equity and 100% voting interest in Instar Holdings Inc. Petitioner asserts that all entities claiming insulation are insulated pursuant to section 1.5003 of the Commission's rules. 47 CFR § 1.5003. Pursuant to section 1.5001(i) of the Commission's rules, 47 CFR § 1.5001(i), Petitioner requests specific approval for the following foreign-organized entities and foreign individual to hold direct and/or indirect foreign equity and voting interests in PocketiNet's controlling U.S. parent, LightSpeed: Vestcor Investments Infrastructure, L.P. (9.76% equity, 9.78% voting) (Canada); Golding Infrastructure Co-Investment 2020 SCS SICAV-FIAR (13.67% equity, 13.7% voting) (Luxembourg); InstarAGF Essential Infrastructure II (CAD) LP (13.16% equity, 13.19% voting) (Canada); InstarAGF Essential Infrastructure II (Co-invest-USD) LP (5.25% equity, 5.26% voting)(Canada); InstarAGF Essential Infrastructure II (USP-USD) LP (16.31% equity, 16.34% voting) (Canada); InstarAGF Essential Infrastructure II (QFPF-CAD) LP (8.83% equity, 8.85% voting) (Canada); InstarAGF Essential Infrastructure II (QFPF-USD) LP (9.86% equity, 9.88% voting) (Canada); InstarAGF Essential Infrastructure Fund II (LUX-USD), SCSp (23.63% equity, 23.68% voting) (Luxembourg); InstarAGF Essential Infrastructure II Lux, SARL ( <1% equity, 23.68% voting) (Luxembourg); InstarAGF Essential Infrastructure II GP, Inc. (<1% equity, 54.22% voting) (Cayman Islands); Instar Asset Management Inc. (< 1% equity, 100% voting) (Canada); Instar Inc. (< 1% equity, 100% voting) (Canada); Instar Group Inc. (< 1% equity, 100% voting) (Canada); Instar Holdings Inc. (< 1% equity, 100% voting) (Canada); and Gregory Smith (< 1% equity, 100% voting) (Canada). Pursuant to section 1.5001(k) of the Commission's rules, 47 CFR § 1.5001(k), Petitioner also requests advance approval for the following foreign-organized entities to acquire up to a non-controlling 49.9% indirect equity and/or voting interest in LightSpeed: InstarAGF Essential Infrastructure II (CAD) LP; InstarAGF Essential Infrastructure II (Co-invest-USD) LP; InstarAGF Essential Infrastructure II (USP-USD) LP; InstarAGF Essential Infrastructure II (QFPF-CAD) LP; InstarAGF Essential Infrastructure II (QFPF-USD) LP; InstarAGF Essential Infrastructure Page 2 of 5 Fund II (LUX-USD) SCSp; InstarAGF Essential Infrastructure II Lux, SARL; Vestcor Investments Infrastructure, L.P.; Golding Infrastructure Co-Investment 2020 SCS SICAV-FIAR. In addition, pursuant to section 1.5001(k) of the Commission's rules, Petitioner requests advance approval for the following foreign-organized entities and foreign individual to acquire up to a controlling 100% equity and/or voting interest in LightSpeed: Gregory Smith; Instar Holdings Inc.; Instar Group Inc.; Instar Inc.; Instar Asset Management Inc.; and InstarAGF Essential Infrastructure II GP, Inc. Petitioner asserts that the public interest would be served by granting the Petition. Through this Public Notice, pursuant to Commission practice, the Petition is 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 Petitioners. Interested parties may file comments on or before March 10, 2023, and reply comments on or before March 17, 2023. ITC-T/C-20221202-00143 E Valstar, Inc. Transfer of Control Current Licensee: Valstar, Inc. FROM: Germantown Telephone Company TO: Archtop Fiber LLC Valstar, Inc. (Valstar), a New York entity that holds an international section 214 authorization (ITC-214-20000313-00141), has filed an application for the transfer of control of Valstar from Germantown Telephone Company, Inc. (GTel) to Archtop Fiber LLC (Archtop). Valstar is a wholly owned subsidiary of GTel, a New York entity. The Applicants filed supplements on January 13, 2023 and February 13, 2023. Pursuant to a November 10, 2022, stock purchase agreement, Archtop will acquire 100% of the interests in GTel. Upon consummation, GTel will be a direct wholly owned subsidiary of Archtop and Valstar will be an indirect wholly owned subsidiary of Archtop. Archtop is wholly owned by Archtop Fiber Intermediate LLC which, in turn, is wholly owned by Archtop Fiber Holdings LLC (Archtop Holdings), all Delaware entities. Archtop Holdings is controlled by Post Road Digital Infrastructure Fund I LLC (98.7% voting and equity), which, in turn, is wholly owned by Post Road Digital Infrastructure Fund I, LP (Post Road), both Delaware entities. The voting interests in Post Road are 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. The OPSEU Pension Plan Trust Fund (OPSEU Pension Plan), a Canadian entity, wholly owns OP Trust Infrastructure. Post Road DIF GP is wholly owned by PRG Investment Holdings LP (Investment Holdings), a Delaware entity. Post Road Group Holdings LP (PRG Holdings)a Delaware entity, hold 100% voting and 80% equity interests in Investment Holdings. Post Road Group GP LLC (Post Road GP), a Delaware entity, holds all the voting general partner interest in PRG Holdings. Michael Bogdan, a U.S. citizen, wholly owns 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. Kevin Davis, a U.S. citizen, wholly owns Seventh Avenue Capital Group LLC (Seventh Avenue) and Seventh Avenue Capital Group II LLC (Seventh Avenue II, with Seventh Avenue, Seventh Avenue Capital Group), both Delaware entities. 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. The 10% or greater equity interests in Post Road are held by: (1) OP Trust Infrastructure (direct 49.5%); and (2) Post Road SOF GP II, a Delaware entity (indirect 12.73% as General Partner of Post Road Special Opportunity Fund II, a Delaware entity (direct 7.81% equity interest in Post Road) and Post Road Special Opportunity Fund II Offshore LP, a Cayman Island entity (direct 4.92% equity interest in Post Road)). Michael Bogdan and Kevin Davis control Post Road SOF GP II through Birch Hill Capital LLC and Seventh Avenue Capital Group, respectively. According to the Applicants, no other individual or entity will hold a 10% or greater direct equity or voting interest in Archtop or Valstar. Through this Public Notice, pursuant to Commission practice, this Application and the associated domestic transfer of control application (WC Docket No. 22-421) 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. Page 3 of 5 ITC-T/C-20230113-00002 E Hancock Long Distance, Inc. Transfer of Control Current Licensee: Hancock Long Distance, Inc. FROM: Hancock Telephone Company TO: Archtop Fiber LLC Hancock Long Distance, Inc. (Hancock LD), a New York entity that holds an international section 214 authorization (ITC-214-20070517-00194), has filed an application for the transfer of control of Hancock LD from Hancock Telephone Company, Inc. (Hancock) to Archtop Fiber LLC (Archtop). Hancock LD is a wholly owned subsidiary of Hancock, a New York entity. The Applicants filed a supplement on February 13, 2023. Pursuant to a December 22, 2022, stock purchase agreement, Archtop will acquire 100% of the interests in Hancock. Upon consummation, Hancock will be a direct wholly owned subsidiary of Archtop and Hancock LD will be an indirect wholly owned subsidiary of Archtop. Archtop is wholly owned by Archtop Fiber Intermediate LLC which, in turn, is wholly owned by Archtop Fiber Holdings LLC (Archtop Holdings), all Delaware entities. Archtop Holdings is controlled by Post Road Digital Infrastructure Fund I LLC (98.7% voting and equity), which, in turn, is wholly owned by Post Road Digital Infrastructure Fund I, LP (Post Road), both Delaware entities. The voting interests in Post Road are 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. The OPSEU Pension Plan Trust Fund (OPSEU Pension Plan), a Canadian entity, wholly owns OP Trust Infrastructure. Post Road DIF GP is wholly owned by PRG Investment Holdings LP (Investment Holdings), a Delaware entity. Post Road Group Holdings LP (PRG Holdings)a Delaware entity, hold 100% voting and 80% equity interests in Investment Holdings. Post Road Group GP LLC (Post Road GP), a Delaware entity, holds all the voting general partner interest in PRG Holdings. Michael Bogdan, a U.S. citizen, wholly owns 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. Kevin Davis, a U.S. citizen, wholly owns Seventh Avenue Capital Group LLC (Seventh Avenue) and Seventh Avenue Capital Group II LLC (Seventh Avenue II, with Seventh Avenue, Seventh Avenue Capital Group), both Delaware entities. 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. The 10% or greater equity interests in Post Road are held by: (1) OP Trust Infrastructure (direct 49.5%); and (2) Post Road SOF GP II, a Delaware entity (indirect 12.73% as General Partner of Post Road Special Opportunity Fund II, a Delaware entity (direct 7.81% equity interest in Post Road) and Post Road Special Opportunity Fund II Offshore LP, a Cayman Island entity (direct 4.92% equity interest in Post Road)). Michael Bogdan and Kevin Davis control Post Road SOF GP II through Birch Hill Capital LLC and Seventh Avenue Capital Group, respectively. According to the Applicants, no other individual or entity will hold a 10% or greater direct equity or voting interest in Archtop or Hancock LD. Through this Public Notice, pursuant to Commission practice, this Application and the associated domestic transfer of control application (WC Docket No. 23-29) 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. Page 4 of 5 ITC-T/C-20230120-00004 E Mashell Telecom, Inc. d/b/a Rainier Connect Transfer of Control Current Licensee: Mashell Telecom, Inc. d/b/a Rainier Connect FROM: Mashell, Inc. TO: Alphaboost Purchaser, LLC Mashell Telecom, Inc. d/b/a Ranier Connect (Mashell Telecom), a Washington entity that holds an international section 214 authorization (ITC-214-19970821-00502), has filed an application for the transfer of control of Mashell Telecom from Mashell, Inc. (Mashell) to Alphaboost Purchaser, LLC (Alphaboost Purchaser). Mashell Telecom is a wholly owned subsidiary of Mashell Telecom, a Washington entity. Pursuant to a December 6, 2022, agreement and plan of merger, Alphaboost Merger Sub, LLC, a wholly owned subsidiary of Alphaboost Purchaser, will merge into Mashell with Mashell being the surviving entity. Upon consummation, Mashell will be a direct wholly owned subsidiary of Alphaboost Purchaser and Mashell Telecom will be an indirect wholly owned subsidiary of Alphaboost Purchaser. Alphaboost Purchaser is wholly owned by Alphaboost Holdings, LLC which, in turn, is wholly owned by Alphaboost Parent, LLC (Alphaboost Parent), all Delaware entities. Alphaboost Parent is wholly owned by Palisade Americas Investment, LLC, a Delaware entity, which, in turn, is wholly owned by Palisade Diversified Infrastructure Fund No. 3 (PDIF3), an Australian entity. Pinnacle RE Services Limited (Pinnacle RE), an Australian entity, is the trustee of PDIF3. Pinnacle RE is wholly owned by Pinnacle Investment Management Limited (PIML) which, in turn is wholly owned by Pinnacle Investment Management Group Limited (PIMGL), both Australian entities. PIMGL is a public traded company in which two entities hold a 10% or greater interest: HSBC Custody Nominees (Australia) Limited (20.5%) and JP Morgan Nominees Australia Pty Limited (13.72%), both Australian entities. Palisade Investment Partners Limited (PIPL) is the manager of PDIF3. The owners of PIPL are Roger Lloyd (23.47%), Vicki Rigg (13.83%), Ian Macoun (5%), all Australian citizens, and PIML (35.9%) and Palisade Officers Shareholding Trust (21.8%). POSH Nominees Pty Ltd is the trustee for Palisade Officers Shareholding Trust, both Australian entities. Three Australian entities will hold a 10% or greater equity interests in PDIF3: Palisade Unlisted Infrastructure Trust (PUIT) (up to 19.62%); UniSuper (up to 15.18%); and ANZ Australia Staff Super Scheme (ANZ Australia) (up to 13.94%). Pinnacle Fund Services Limited, an Australian entity, which is wholly owned by PIML, is the trustee for PUIT. UniSuper Limited, an Australian entity, is the trustee for UniSuper. ANZ Staff Super Scheme (Australia) Pty Limited, an Australian entity, is the trustee for ANZ Australia. It is expected that Palisade Americas Management, LLC (PAM), will enter a management agreement with one or more of the Alphaboost entities. PAM is expected to be owned by Palisade Investment Management Americas, LLC (70-100%), both Delaware entities, and a yet to be formed entity which is expected to be organized in Delaware and may be owned by two Australian citizens, that will have up to 30% interest in PAM. PAI is wholly owned by PIPL. According to the Applicants, no other individual or entity will hold a 10% or greater direct equity or voting interest in Alphaboost Purchaser or Mashell Telecom. Through this Public Notice, pursuant to Commission practice, this Application and the associated domestic transfer of control application (WC Docket No. 23-30) 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. REMINDER: Applicants must certify that neither the applicant nor any party to the application is subject to a denial of federal benefits by federal and/or state courts under authority granted in 21 U.S.C. § 862. See 47 CFR §§ 1.2001-.2003. Page 5 of 5