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-02271NS Friday May 5, 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) 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 Commission's rules, action will be withheld on any application by any entity found to be delinquent in its debts to the Commission. 47 CFR § 1.1910(b)(2). Applicants should login to the CORES Payment website at https://apps.fcc.gov/cores/userLogin.do to determine if they are delinquent in a debt to the Commission and for information on how to pay the debt. 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). 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-20221129-00011 E All West Communications, Inc. Petition for Declaratory Ruling On November 29, 2022, All West Communications, Inc. (All West or Petitioner) filed a petition for 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 foreign equity and voting interests in Novacap All West Holdings, Inc. (Novacap Holdings), the proposed controlling U.S. parent of All West and its subsidiaries, in excess of the 25% statutory benchmarks in section 310(b)(4) of the Act. On April 25, 2023, Petitioner filed a restated petition (Restated Petition). On May 3, 2023, Petitioner filed a supplement to the Restated Petition. All West, a Utah corporation, and its wholly owned subsidiaries, All West/Utah, Inc. (All West/Utah), a Utah corporation, and Pilot Butte Transmission Company, Inc. (Pilot Butte), a Wyoming corporation, each hold common carrier wireless licenses. All West filed the Restated Petition in connection with applications for the transfer of control of All West and its subsidiaries, including All West Utah and Pilot Butte, to Novacap Holdings. See ULS File Nos. 0010284669, 0010284668, 0010284667, and 0010284658. According to the Restated Petition, All West Novacap Acquisition Company, Inc. (Novacap Acquisition), a Delaware corporation and a wholly owned subsidiary of Novacap Holdings, will acquire all of the issued and outstanding equity interests in All West and as result will take control of All West and its subsidiaries, including All West/Utah and Pilot Butte. According to the Restated Petition, as part of the closing steps of the transaction, Novacap Acquisition will be removed from the ownership structure resulting in All West becoming a direct wholly owned subsidiary of Novacap Holdings, a Delaware corporation. Novacap Holdings is an indirect subsidiary of Novacap Management Inc. (Novacap Mangement), a Canadian private equity group. The direct owners of Novacap Holdings are: (1) Novacap Digital Infrastructure I, L.P. (Novacap Digital), a Canadian limited partnership (37% equity and voting); (2) Novacap International DI I, L.P. (Novacap International), a Canadian limited partnership (22% equity and voting); (3) Novacap Co-Investment (All West), L.P. (Novacap Co-Investment), a Canadian limited partnership (19% equity and voting); (4) Peppertree Capital Fund IX QP, L.P. (Peppertree), a Delaware limited partnership (19% equity and voting); and (5) other Peppertree investors (1% equity and voting). Peppertree Capital FIX, LP (Peppertree FIX) is the general partner of Peppertree, and Peppertree Capital IX, Inc. (Peppertree IX) is the general partner of Peppertree FIX, both Delaware entities. Ryan Lepene and F. Howard Mandel, both U.S. citizens, each holds 50% equity and voting interests in Peppertree IX. According to the Restated Petition, the equity interests in Peppertree and Peppertree FIX are held by insulated limited partners none of which holds a 10% or greater limited partnership interest. Novacap Management is the general partner of NovaCap Digital, NovaCap International, and Novacap Co-Investment with a 100% voting interest and a 0.001% equity interest in each. According to the Restated Petition, the remaining equity interests in NovaCap Digital are held by insulated limited partners, none of which holds a 10% or greater limited partnership interest. Novo Holding A/S, a Denmark entity, holds a 16% equity interest in Novacap International and a 90% equity interest in Novacap Co-Investment. According to the Restated Petition, the remaining equity interests in NovaCap International and Novacap Co-Investment are held by insulated limited partners, none of which holds a 10% or greater limited partnership interest. Novo Holding A/S is wholly owned by Novo Nordisk Fonden, a Denmark entity, which is a commercial foundation with charitable purposes. According to the Restated Petition, Novo Nordisk Fonden is an independent self-governing institution without any owners, and the ultimate control of the foundation is vested in its Board of Directors, none of whom will hold an indirect interest in more than 10% of the equity of Novacap Holdings. Novacap Management has delegated the decision-making authority over Novacap Digital, Novacap International, and Novcap Co-Investment to the DI Investment Committee comprised of Pascal Tremblay, Stephane Tremblay, Francois Laflamme, David Lewin, Eric Desosiers, and Benjamin Desmarais, all Canadian citizens, and Thadeus Mocarski, a U.S. citizen. Novacap Management is controlled (100% voting interest) by Novacap Fund Management Inc, a Canadian entity. Novacap Fund Management Inc. is controlled by the following individuals: Pascal Tremblay, Stephane Tremblay, Francois Laflamme, David Lewin, and Eric Desosiers, all Canadian citizens, and Thadeus Mocarski, a U.S. citizen. According to the Restated Petition, all of the limited partnerships are fully insulated in accordance with section 1.5003 of the Commission's rules, 47 CFR § 1.5003, having only usual and customary investor protections consistent with those described in section 1.5003(c). 47 CFR § 1.5003(c). Further, Petitioner states that other than Novo Holding A/S none of the limited partners holds a 10% or greater limited partnership interest. The Petitioner requests approval of up to an aggregate 100% foreign ownership of Novacap Holdings. Pursuant to section 1.5001(i) of the Commission's rules, 47 CFR § 1.5001(i), the Petitioner requests that the Commission specifically approve the direct and/or indirect foreign equity and/or voting interests that would be held in Novacap Holdings, the proposed controlling U.S. parent of All West and its subsidiaries All West/Utah and Pilot Butte, upon completion of the Transaction as follows: Novacap Digital Infrastructure I, L.P. (37% equity and voting) (Canada); Novacap International DI I,L.P. (22% equity and voting) (Canada); Novocap DI Co-Investment (All West), L.P. (20% equity and voting) (Canada); Novacap Management Inc. (less than 1% equity, 79% voting) (Canada); Novacap Fund Management Inc. (0% equity, 79% voting) (Canada); Pascal Tremblay (0% equity, deemed 79% voting) (Canada); Stephane Tremblay (0% equity, deemed 79% voting) (Canada); Francois Laflamme (0% equity, deemed 79% voting) (Canada); David Lewin (0% equity, deemed 79% voting) (Canada); Eric Desosiers (0% equity, deemed 79% voting) (Canada); Benjamin Desmarais (0% equity, deemed 79% voting) (Canada); Novo Holdings A/S (22% equity, 0% voting) (Denmark); and Novo Nordisk Fonden (22% equity, 0% voting) (Denmark). Pursuant to section 1.5001(k) of the Commission's rules, 47 CFR § 1.5001(k), the Petitioner requests advance approval for the following controlling foreign entities that have indirect ownership interest in Novacap Holdings to increase their interests in Novacap up to and including a controlling 100% voting interest and a 100% equity interest: Page 2 of 5 Novacap Management Inc. (100% equity and voting) (Canada); and Novacap Fund Management Inc. (100% equity and voting) (Canada). The Petitioner also requests advance approval for the following non-controlling foreign entities and individuals to increase their indirect equity and voting interests in Novacap Holdings up to a non-controlling 49.99%: Novacap Digital Infrastructure I, L.P. (49.99% equity and voting) (Canada); Novacap International DI I,L.P. (49.99% equity and voting) (Canada); Novocap DI Co-Investment (All West), L.P. (49.99% equity and voting) (Canada); Pascal Tremblay (49.99% equity and voting) (Canada); Stephane Tremblay (49.99% equity and voting) (Canada); Francois Laflamme (49.99% equity and voting) (Canada); David Lewin (49.99% equity and voting) (Canada); Eric Desosiers (49.99% equity and voting) (Canada); Benjamin Desmarais (49.99% equity and voting) (Canada); Novo Holdings A/S (49.99% equity and voting) (Denmark); and Novo Nordisk Fonden (49.99% equity and voting) (Denmark). Individuals that hold minority voting interests in Novacap Holdings with a deemed 79% voting interest in Novacap Holdings in accordance with section 1.5002(b)(iii)(A) of the Commission's rules will continue to be deemed to hold a 79% voting interest in Novacap Holdings. 47 CFR 1.5002(b)(iii)(A). A finding that an individual is "deemed" to have a 79% voting interest for purposes of determining compliance with section 310(b)(4) of the Act and section 1.5000(a)(1) et seq. of the Commission's rules does not indicate that the interest constitutes de jure control for purposes of compliance with section 310(d) of the Act. The Petitioner asserts that the public interest would be served by granting the Restated Petition. Pursuant to Commission practice, this Restated Petition and the associated domestic and international applications for transfer of control of section 214 authority (WC Docket No. 22-410; ITC-T/C-20221128-00141) 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 proposed foreign ownership of the Petitioner. 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, 10935-36, para. 24 (2020). Interested parties may file comments on or before May 19, 2023 and reply comments on or before May 26, 2023. ITC-214-20230410-00045 E AFFORDABLE COMMUNICATION SOLUTIONS LLC International Telecommunications Certificate Service(s): Global or Limited Global Resale Service Affordable Communication Solutions, LLC (Affordable Communications) filed an application for authority to provide resale service in accordance with section 63.18(e)(2) of the Commission's rules, 47 CFR § 63.18(e)(2). Affordable Communications, a Florida limited liability company, is owned by Alexander Dobarganes (50%) and Ivan Pomereda (50%), both U.S. citizens. Page 3 of 5 ITC-ASG-20221215-00156 E Cable and Wireless BVI Limited Assignment Current Licensee: MCI International LLC FROM: MCI International LLC TO: Cable and Wireless BVI Limited Cable & Wireless (BVI) Limited (C&W BVI) has filed an application for consent to assign the minority interests held by MCI International LLC (MCI) and Verizon Hawaii International Inc. (Verizon Hawaii) in the Taino-Carib Cable System (ITC-MOD-20191025-00173), to C&W BVI. MCI and C&W BVI were previously granted an international section 214 authorization to construct and operate the Taino-Carib Cable System, which was modified to reflect the licensees of the cable as re-licensed (ITC-MOD-20191025-00173). MCI is a Delaware limited liability company and Verizon Hawaii is a Delaware corporation. C&W BVI is a company incorporated under the laws of the British Virgin Islands. MCI and C&W BVI are two of six cable landing licensees that jointly hold the cable landing license for the Taino-Carib Cable System. Each of the Applicants are consortium members of the Taino-Carib Cable System. Applicants filed a supplement on March 13, 2023. The Taino-Carib Cable System is a common carrier fiber-optic submarine cable system that links Puerto Rico with the U.S. Virgin Islands and the British Virgin Islands, and connects at these landing points to other cables extending to the U.S. Mainland, other Caribbean islands, and Central and South America. Together, MCI and Verizon Hawaii hold 10.225% ownership and voting interests in the Taino-Carib Cable System. Currently, C&W BVI holds 14.462% ownership and voting interests in the Taino-Carib Cable System. Pursuant to the proposed transaction, C&W BVI will acquire all of MCI's and Verizon Hawaii's ownership interests in the cable system. As a result, C&W BVI will hold approximately 24.687% ownership and voting interests in the Taino-Carib Cable System. According to the Application, while C&W BVI's ownership interest in the Taino-Carib Cable System would increase as a result of the proposed transaction, it would remain a minority, non-controlling interest. The proposed transaction will not involve the transfer of control of any cable landing station in the United States. Applicants state that the proposed transaction will not affect the other licensees or the U.S. cable landing stations of the Taino-Carib Cable System, nor result in a change of control of the cable system. The following entities or individuals hold 10% or greater equity and voting interests in C&W BVI: (1) Cable & Wireless (West Indies) Limited (C&W West Indies), an England entity (100% equity and voting interests in C&W BVI); (2) CWI Group Limited (CWI Group), an England entity (100% equity and voting interests in C&W West Indies); (3) Sable Holding Limited (Sable Holding), an England entity (100% equity and voting interests in CWI Group); (4) C&W Senior Secured Parent Limited (C&W Senior Secured), a Cayman Islands entity (100% equity and voting interests in Sable Holding); (5) C&W Senior Finance Limited (C&W Senior Finance), a Cayman Islands entity (100% equity and voting interests in C&W Senior Secured; (6) Cable & Wireless Limited (C&W Limited), an England entity (100% equity and voting interests in C&W Senior Finance); (7) Cable & Wireless Communications Limited (C&W Communications), an England entity (100% equity and voting interests in C&W Limited); (8) LGE Coral Holdco Limited (LGE Coral), an England entity (100% equity and voting interests in C&W Communications); (9) Liberty CWC Holdings Limited (Liberty CWC), a Barbados entity (100% equity and voting interests in LGE Coral); (10) LiLAC Services Ltd. (LiLAC Services), a Bermuda entity (100% equity and voting interests in Liberty CWC); (11) Liberty Latin America Ltd., a Bermuda entity (100% equity and voting interests in LiLAC Services; and (12) John C. Malone, a U.S. citizen (26.1% voting interests and 6.1% equity interests in Liberty Latin America Ltd.). Applicants state that no other person or entity owns or controls a 10% or greater direct or indirect interest in C&W BVI. Pursuant to Commission practice, the applications associated with the proposed transaction (ITC-ASG-20221215-00156, SCL-ASG-20221020-00032) 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. 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). Although the Applicants request that the Commission exclude the Application from referral, the Application is associated with a cable landing license that does not qualify for an exclusion from referral for cable landing license applications. See id. at 10938-41, paras. 30-35; 47 CFR § 1.40001(a)(2). Page 4 of 5 ITC-T/C-20221128-00141 E All West Communications, Inc. Transfer of Control Current Licensee: All West Communications, Inc. FROM: All West Communications, Inc. TO: Novacap All West Holdings, Inc. All West Communications, Inc. (All West), a Utah corporation that holds an international section 214 authorization (ITC-214-20220715-00083), has filed an application seeking the Commission's consent to the transfer of control of All West to Novacap All West Holdings, Inc. (Novacap Holdings). On April 25, 2023, Applicants filed a restated application, and filed a supplement on May 3, 2023. Under the proposed transaction, All West Novacap Acquisition Company, Inc. (Novacap Acquisition), a Delaware corporation that is wholly owned by Novacap Holdings, will acquire all of the issued and outstanding equity interests in All West and as result will take control of All West. As part of the closing steps of the transaction, Novacap Acquisition will be removed from the ownership structure resulting in All West becoming a direct wholly owned subsidiary of Novacap Holdings, a Delaware corporation. Novacap Holdings is an indirect subsidiary of Novacap Management Inc. (Novacap Mangement), a Canadian private equity group. The direct owners of Novacap Holdings are: (1) Novacap Digital Infrastructure I, L.P. (Novacap Digital), a Canadian limited partnership (37% equity and voting); (2) Novacap International DI I, L.P. (Novacap International), a Canadian limited partnership (22% equity and voting); (3) Novacap Co-Investment (All West), L.P. (Novacap Co-Investment), a Canadian limited partnership (19% equity and voting); (4) Peppertree Capital Fund IX QP, L.P. (Peppertree), a Delaware limited partnership (19% equity and voting); and (5) other Peppertree investors (1% equity and voting). Peppertree Capital FIX, LP (Peppertree FIX) is the general partner of Peppertree, and Peppertree Capital IX, Inc. (Peppertree IX) is the general partner of Peppertree FIX, both Delaware entities. Ryan Lepene and F. Howard Mandel, both U.S. citizens, each hold 50% equity and voting interests in Peppertree IX. Novacap Management is the general partner of NovaCap Digital, NovaCap International, and Novacap Co-Investment with a 100% voting interest and a 0.001% equity interest in each. Novo Holding A/S, a Denmark entity, holds a 16% equity interest in Novacap International and a 90% equity interest in Novacap Co-Investment. Novo Holding A/S is wholly owned by Novo Nordisk Fonden, a Denmark entity, which is a commercial foundation with charitable purposes. According to the Application, Novo Nordisk Fonden is an independent self-governing institution without any owners and the ultimate control of the foundation is vested in its Board of Directors, none of whom will hold an indirect interest in more than 10% of the equity of Novacap Holdings. Novacap Management has delegated the decision-making authority over Novacap Digital, Novacap International, and Novcap Co-Investment to the DI Investment Committee comprised of Pascal Tremblay, Stephane Tremblay, Francois Laflamme, David Lewin, Eric Desosiers, and Benjamin Desmarais, all Canadian citizens, and Thadeus Mocarski, a U.S. citizen. Novacap Management is controlled (100% voting interest) by Novacap Fund Management Inc, a Canadian entity. Novacap Fund Management Inc. is controlled by the following individuals: Pascal Tremblay, Stephane Tremblay, Francois Laflamme, David Lewin, and Eric Desosiers, all Canadian citizens, and Thadeus Mocarski, a U.S. citizen. Applicants state that no other individual or entity will have a 10% or greater direct or indirect equity or voting interest in Novacap Holdings or All West. Pursuant to Commission practice, this Application and the associated domestic application for transfer of control of section 214 authority and section 310(b) petition for declaratory ruling (WC Docket No. 22-410; ISP-PDR-20221129-00011) 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 proposed foreign ownership of the Petitioner. 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, 10935-36, para. 24 (2020). Interested parties may file comments on or before May 19, 2023 and reply comments on or before May 26, 2023. 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