Attachment Pro Forma Notice

This document pretains to ITC-ASG-20190129-00054 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2019012900054_1613914

Morgan Lewis

Catherine Wang
Danielle Burt
catherine.wang@morganlewis.com
danielle.burt@morganlewis.com



January 29, 2019

VIA IBFS

Marlene Dortch, Secretary
Federal Communications Commission
Office of the Secretary
445 12th Street, S.W.
Washington, DC 20554
Attn: International Bureau

Re:      Notice of a Pro Forma Consolidation of BayRing Communications, Inc., ION
         Holdco, LLC, National Mobile Communications Corporation, and Oxford
         County Telephone and Telegraph Company into TVC Albany, Inc.

Dear Secretary Dortch:

TVC Albany, Inc. d/b/a FirstLight Fiber ("TVC Albany"), pursuant to 47 C.F.R. § 63.24(f), notifies
the Commission of the pro forma consolidation of BayRing Communications, Inc., ION Holdco,
LLC, National Mobile Communications Corporation, and Oxford County Telephone and Telegraph
Company (collectively, the "FirstLight Entities") and their international Section 214
authorizations (the "Authorizations") into TVC Albany (the "Pro Forma Consolidation"). TVC
Albany and the FirstLight Entities are collectively referred to as the "Parties." Since the FirstLight
Entities were indirect, wholly owned subsidiaries of TVC Albany, the consolidation was pro forma
in nature.

                         Information Required by      Section 63.24             2

As required by Section 63.24(f)(2), the Parties provide the following information required by
63.18(a) through (d) and (h):

Sections 63.18(a): Name, address and telephone number of the Parties:

         BayRing Communications, Inc.
         ION Holdco, LLC
        National Mobile Communications Corporation
        Oxford County Telephone and Telegraph Company
        TVC Albany, Inc.
         41 State Street, 10th Floor
        Albany, NY 12207
        518—598—0900


                                                    Morgan, Lewis & Bockius LLP

                                                   1111 Pennsylvania Ave., NW
                                                   Washington, DC 20004—2541        @ +1.202.739.3000
                                                   United States                    @ +1.202.739.3001


Marlene Dortch, Secretary
January 29, 2019
Page 2


Sections 63.18(b): Organization of the Parties:

       BayRing Communications, Inc. was a New Hampshire corporation.

       ION Holdco, LLC was a Delaware limited liability company.

       National Mobile Communications Corporation was a Massachusetts corporation.

       Oxford County Telephone and Telegraph Company was a Maine corporation.

       TVC Albany is a Delaware corporation.

Section 63.18(c): Correspondence concerning this filing should be sent to the Parties‘ counsel:

               Catherine Wang
               Danielle Burt
               Morgan, Lewis & Bockius LLP
               1111 Pennsylvania Ave, N.W.
               Washington, DC 20004
               202—739—3000 (Tel)
               202—739—3001 (Fax)
               catherine.wang@morganlewis.com
               danielle.burt@morganlewis.com

Section 63.18(d): The Parties hold or held the following Authorizations:

       BayRing Communications, Inc. held international Section 214 authority to provide global
       facilities—based and resale services granted in IB File No. ITC—214—19961216—00630.

       ION Holdco, LLC held international Section 214 authority to provide global or limited
       global resale services granted in IB File No. ITC—214—20070426—00164.

       National Mobile Communications Corporation held international Section 214 authority to
       provide global or limited global resale services granted in IB File No. ITC—214—20050422—
       00566.

       Oxford County Telephone and Telegraph Company held international Section 214
       authority to provide global resale services granted in IB File No. ITC—214—19970902—
       00523.

       TVC Albany holds international Section 214 authority to provide global or limited global
       facilities—based and resale services granted in IB File Nos. ITC—214—1990825—00538 and
       ITC—214—20010209—00086.

Sections 63.18(h): See Attachment 1 for the ownership of the Parties. See Attachment 2
for pre— and post—Pro Forma Consolidation corporate structure of the Parties.


Marlene Dortch, Secretary
January 29, 2019
Page 3

The Parties certify that the Pro Forma Consolidation was pro forma and that, together with all
previous pro forma transactions, did not result in a change in the actual controlling party of the
Parties or their Authorizations.



This notification letter is being filed electronically via MyIBFS. Please direct any questions to
the undersigned.

Respectfully submitted,

/s DamieUe Burt
Catherine Wang
Danielle Burt

Counsel for the Parties


                                          ATTACHMENT 1

Answer to     Question 11 — Section 63.18(h) Ownership        Information

       The following entities currently hold, directly or indirectly, a 10% or greater interest in TVC

Albany, Inc. d/b/a FirstLight Fiber ("TVC Albany"), as calculated pursuant to the Commission

ownership attribution rules for international telecommunications carriers:

       FirstLight Holdco, Inc.*
       Address: 1114 Avenue of the Americas, New York, New York 10036
       Place of Organization: Delaware
       Principal Business: holding company
       Interest Held. Flight Bidco Inc. holds a 100% voting and economic interest in TVC Albany.

       Flight Intermediate Holdco Inc. ("FIH")
       Address: 1114 Avenue of the Americas, New York, New York 10036
       Place of Organization: Delaware
       Principal Business: holding company
       Interest Held. 100% voting and economic interest in Flight Bidco Inc.

       Flight Holdco Inc. ("Flight Holdco")
       Address: 1114 Avenue of the Americas, New York, New York 10036
       Place of Organization. Delaware
       Principal Business: holding company
       Interest Held: Flight Holdco holds a 100% voting and economic interest in FIH.

       Flight Group Holdings LP ("Flight Group Holdings")
       Address: 1114 Avenue of the Americas, New York, New York 10036
       Place of Organization: Delaware
       Principal Business: holding company
       Interest Held: Flight Group Holdings holds a 100% voting and economic interest in Flight
                        Holdco.

       Flight Group Holdings GP LLC ("Flight Group LLC")
       Address: 1114 Avenue of the Americas, New York, New York 10036
       Place of Organization: Delaware
       Principal Business: holding company
       Interest Held: Flight Group LLC holds a 100% voting interest and no economic interest in
                       Flight Group Holdings as its general partner.

       Flight Co—Invest LP ("Flight Co—Invest")
       Address: 14 St. George Street, W1S 1FE London, United Kingdom
       Place of Organization: United Kingdom
       Principal Business: investments


1   As of January 8, 2019, Flight Bidco Inc. changed its name to FirstLight Holdco, Inc.


   Interest Held:   Flight Co—Invest LP holds a 30.1% equity interest in Flight Group Holdings.
                    None of its limited partners has a 10% or greater interest in Flight Group
                    Holdings.

   Antin Infrastructure Partners III, FPCI ("Antin III France")
   Address: 374 Rue Saint Honoré, 75001 Paris, France
   Place of Organization: France
   Principal Business: investments
   Interest Held: Antin III France holds a 39.1% equity interest in Flight Group Holdings. None
                  of its limited partners has a 10% or greater interest in Flight Group Holdings.
                  Antin III France holds a 57.51—percent economic in Flight Group LLC and a
                  57.51—percent economic interest in Flight Group Holdings as a limited partner.
                  Jointly with Antin III UK, Antin III France holds a 100—percent voting interest
                  in Flight Group LLC.2 None ofits limited partners has a 10%or greater interest
                  in Flight Group Holdings.

   Antin Infrastructure Partners III, L.P. ("Antin III UK")
   Address: 14 St. George Street, W1S 1FE London, United Kingdom
   Place of Organization: United Kingdom
   Principal Business: investments
   Interest Held: Antin III UK holds a 28.9% equity interest in Flight Group Holdings. None of
                  its limited partners has a 10% or greater interest in Flight Group Holdings.
                  Antin III UK holds a 42.49—percent economic in Flight Group LLC and a 42.49—
                  percent economic interest in Flight Group Holdings as a limited partner. Jointly
                  with Antin III France, Antin III UK holds a 100—percent voting interest in Flight
                  Group LLC.3 None of its limited partners has a 10% or greater interest in Flight
                  Group Holdings.

   Control of Antin III France, Antin III UK and Flight Co—Invest is vested in the following entities:

   Antin Infrastructure Partners S.A.S. ("Antin France")
   Address: 374 Rue Saint Honoré, 75001 Paris, France
   Place of Organization: France
   Principal Business: fund management
   Interest Held: Antin France holds a controlling interest in Antin III as general partner of Antin
                   III France, which control is exercised pursuant to governance, management


The voting rights of Antin III France and Antin III UK in each of Flight Group LP and Flight Group
LLC result from the following facts: (i) the business and affairs of Flight Group LP are managed by its
general partner, Flight Group LLC; (ii) the business and affairs of Flight Group LLC are managed by a
board of managers (the "Flight Group Board"), which consists of two managers; (iii) decisions of the
Flight Group Board are made with the consent of a majority of the members (i.e., unanimous
consent); and (iv) members of the Flight Group Board may be appointed with the unanimous
consent of the members of Flight Group LLC, which appointments therefore require the consent of
both Antin III France and Antin III UK.
See footnote 2 regarding the voting control of Antin III France and Antin III UK in Flight Group LP
and Flight Group LLC.




                                     Attachment 1 — Page 2


                        and advisory agreements. Antin France has a 0—percent equity interest in Antin
                        III and Flight Group Holdings.

        Antin Infrastructure Partners Luxembourg GP Sarl ("Antin Luxembourg GP")
        Address: 37a Avenue JF Kennedy, Luxembourg, Grand Duchy of Luxembourg, L—1855
        Place of Organization: Luxembourg
        Principal Business: fund management
        Interest Held: Antin Luxembourg GP holds a controlling interest in Antin III UK as general
                        partner of Antin III UK, which control is exercised pursuant to a management
                        agreement. Antin Luxembourg GP holds one (1) general partner share in Antin
                        III UK and O—percent equity interest in Antin III UK and Flight Group Holdings.
                        This share only ensures the payment of an annual fixed fee incurred for its
                        General Partner services. This share does not entitle Antin Luxembourg to any
                        dividend rights or other equity rights and Antin Luxembourg should therefore
                        be regarded as holding a O—percent equity interest in Antin III UK,

                        Antin Luxembourg GP also holds a controlling interest in Flight Co—Invest as
                        general partner of Flight Co—Invest.

        Antin Infrastructure Partners UK Limited ("Antin UK")
        Address: 14 St. George St., London W1S 1FE, United Kingdom
        Place of Organization: United Kingdom
        Principal Business: fund management
        Interest Held: Antin UK holds a 100—percent equity interest in Antin Luxembourg GP. Antin
                        UK holds a controlling interest in Antin III as authorized manager of Antin III
                        UK, which control is exercised pursuant to governance, management and
                        advisory agreements. Antin UK holds a O—percent equity interest in Antin III
                        and Flight Group Holdings.

                        Antin UK also holds a controlling interest in Flight Co—Invest as authorized
                        manager of Flight Co—Invest, which control is exercised pursuant to
                        governance, management and advisory agreements

        Economic interest in Antin III UK and Antin III France (Antin III) is broadly held through

institutional investors, including pension funds, insurance companies, and asset managers. No single

individual or entity has a 10—percent or greater economic or voting interest in Antin III and, indirectly,

in Flight Group Holdings.

        As indicated above, Antin UK and Antin France (Antin Infrastructure Partners) jointly exercise

control of Antin III and therefore indirectly jointly control Flight Group Holdings through governance,

management and advisory agreements. Pursuant to such agreements, all investments decisions in

relation to Antin III (including with respect to Flight Group Holdings and Flight Bidco Inc. and its




                                         Attachment 1 — Page 3


subsidiaries) are made by Antin UK and Antin France‘s respective investment committees (together

the "Antin Investment Committee"), which are both composed of the same eleven (11) individual

members and must act in concert with respect to matters for both Antin UK and Antin France. All the

Antin Investment Committee‘s decisions are made by majority vote, with the vote of each Antin

Investment Committee member having equal weight, which majority vote must also have the vote of

two founding members and individual shareholders of Antin Infrastructure Partners, Mark Crosbie and

Alain Rauscher.     Mr. Crosbie, a British citizen, has a 25.59—percent interest in Antin France and a

27.62—percent interest in Antin UK.       His address is White Waltham House, Waltham Road—White

Waltham, Maidenhead, Berkshire SL6 3SH, United Kingdom.            Mr. Rauscher, a French citizen, has a

41.87—percent interest in Antin France and a 45.18—percent interest in Antin UK. His address is 37

Rue Victor Hugo, 92700 Colombes, France.

        No other individual or entity has the ability to exercise affirmative or negative control over

Antin III or, indirectly, TVC Albany.

Answer to Question 12 — Section 63.18(h) Interlocking Directorates

        TVC Albany has no interlocking directorates with any foreign carrier.

        TVC Albany certifies that it is not a foreign carrier in any country, and is affiliated with the

following foreign carriers:

        o         Eurofiber Nederland is an independent and non—dominant provider of fixed

                telecommunications services to enterprise customers in the Netherlands.

        o         Eurofiber   N.V.   is   an   independent   and    non—dominant    provider   of   fixed

                telecommunications services to enterprise customers in Belgium.


Answer to Question 13 — Description of Transfer of Control

        Prior to December 31, 2018, BayRing Communications, Inc., ION Holdco, LLC, National Mobile

Communications Corporation, and Oxford County Telephone and Telegraph Company (collectively, the




                                           Attachment 1 — Page 4


"FirstLight Entities") were subsidiaries of TVC Albany. As a result of a series of intra—company mergers

completed on December 31, 2018 as part of the Pro Forma Consolidation, TVC Albany survived the

mergers and the separate existence of BayRing Communications, Inc., ION Holdco, LLC, National

Mobile Communications Corporation, and Oxford County Telephone and Telegraph Company ceased.

Charts depicting the corporate organizational structure of the TVC Albany before and after the Pro

Forma Consolidation are attached hereto as Attachment 2.




                                        Attachment 1 — Page 5


                             ATTACHMENT 2

Pre— and Post—Pro Forma Consolidation Corporate Ownership Structure Charts


                                                                                                  Attachment 2
                                                                                     FirstLight Pre—Consolidation Structure


Unless indicated, all ownership percentages are 100%.

This depiction includes only the entities identified in the filing
and not all of the TVC Albany, Inc. subsidiaries.                                                        Flight Bidco Inc.
                                                                                            (f/k/a OHCP Northeastern Fiber Buyer, Inc.)
                                                                                                            (Delaware)


                                                                                           [ TVC Albany, Inc. d/b/a FirstLight Fiber ]
                                                                                                              (‘TVC")
                                                                                                            (Delaware)




                                                                          Sovernet Holding Company
                                                                                                                                     Oxford Networks
                                                                                  (Delaware)
                                                                                                                                       Holdings, Inc.
                                                                                                                                        (Delaware)



                                                         Sovernet, Inc.                         ION Holdco, LLC
                                                          (‘Sovernet")                            ("ION Holdco")                Oxford County Telephone &
                                                           (Vermont)                                (Delaware)
                                                                                                                                   Telegraph Company
                                                                                                                                       ("Oxford T&T")
                                                                                                                                          (Maine)
                                                       National Mobile
                                                    Communications Corp.
                                                          (‘NMCC®)
                                                        Massachusetts
                                                                                                                              BayRing Communications, Inc.
                                                                                                                                          (‘BayRing")
                                                                                                                                     (New Hampshire)


                                                                                    Attachment 2
                                                                     FirstLight Post—Consolidation Structure


Unless indicated, all ownership percentages are 100%.

This depiction includes only the entities identified in the filing                 P retclantHoldes. nc
and not all of the TVC Albany, Inc. subsidiaries.                             (fkis Flight Bideo inc. tkis OHCP
                                                                               Northeastern Fiber Buyer, Inc.)
                                                                                         (Delaware)


                                                                         [ TVC Albany, Inc. d/b/a FirstLight Fiber
                                                                                          (‘TVC‘)
                                                                                        (Delaware)


                                       VERIFICATION


       I, Jill Sandford, hereby declare that I am General Counsel of TVC Albany, Inc. d/b/a

FirstLight Fiber and its subsidiaries (collectively, the "Company"); that I am authorized to make

this Verification on behalf of the Company; that the foregoing filing was prepared under my

direction and supervision; and that the contents with respect to the Company are true and correct

to the best of my knowledge, information, and belief.

       I declare under penalty of perjury that the foregoing is true and correct. Executed this

28th day of January, 2019.




                                               11 Sandford
                                             General Counsel
                                             TVC Albany, Inc. d/b/a FirstLight Fiber



Document Created: 2019-01-29 16:27:45
Document Modified: 2019-01-29 16:27:45

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