Attachment Attachment 1

This document pretains to ITC-ASG-INTR2019-01420 for Assignment on a International Telecommunications filing.

IBFS_ITCASGINTR201901420_1679481

                                  Before the
                    FEDERAL COMMUNICATIONS COMMISSION
                             Washington, D.C. 20554

                                                      )
 In the Matter of the Joint Application of            )
                                                      )
 Anthony F. Romano, Jr. and Joseph Anthony            )
 Rehak,                                               )
   Transferors                                        )
                                                      )
 and                                                  )         WC Docket. 19-_____
                                                      )
 MBS Holdings, Inc.                                   )         IB File Nos. ITC-T/C-2019- ____
  Transferee                                          )
                                                      )
 and                                                  )
                                                      )
 DCT Telecom Group, Inc.                              )
   Licensee                                           )
                                                      )
 For Grant of Authority Pursuant to Section 214 of    )
 the Communications Act of 1934, as amended,          )
 and Sections 63.03, 63.04, 63.18 and 63.24 of the    )
 Commission’s Rules to Complete a Transfer of         )
 Control of DCT Telecom Group, Inc.                   )


                      JOINT DOMESTIC AND INTERNATIONAL
                      TRANSFER OF CONTROL APPLICATION

       Pursuant to Section 214 of the Communications Act of 1934, as amended (the “Act”),

47 U.S.C. § 214, and Sections 63.03, 63.04, 63.18, and 63.24 of the Commission’s rules, 47

C.F.R. §§ 63.03, 63.04, 63.18, and 63.24, the Applicants identified herein respectfully request

the Commission’s approval to the transfer of control of DCT Telecom Group, Inc. (“DCT” or

the “Licensee”), from its current owners, Anthony F. Romano, Jr. and Joseph Anthony Rehak

(collectively, “Transferors”) to MBS Holdings, Inc. (“MBS Holdings” or “Transferee”)

(together collectively, the “Applicants”).


         As described in more detail below, the transaction (“Transaction”) will transfer

ultimate control of the Licensee from Transferors to MBS Holdings, an affiliate of Court

Square Capital Partners (“Court Square”), a leading New York middle market private equity

firm with one of the most experienced investment teams in the telecommunications industry.

The Licensee holds an international Section 214 authorization and a blanket domestic Section

214 authorization under Section 63.01 of the Commission’s rules, 47 C.F.R. § 63.01. 1 As

further described below, the Applicants also contemplate completing certain pro forma

changes to the Licensee’s ownership structure, though not its operations, prior to closing in

order to facilitate the Transaction.

         Consistent with Section 63.04(b), 47 C.F.R. § 63.04(b), and Commission practice, the

Applicants are filing this combined domestic and international application (“Application”) for

the proposed transfer of control of the Licensee. 2

         Request for Streamlined Processing

         As further set forth in Section I(c) below, Applicants respectfully request streamlined

treatment for this Application, pursuant to Sections 63.03 and 63.12 of the Commission’s

Rules, 47 C.F.R. §§ 63.03, 63.12. Alternatively, for the reasons set forth below, Applicants

request streamlined treatment on a case-by-case approach, and for the Commission to process

this Application using similar timeframes for comments and approvals as would be used for

an Application granted streamlined processing. 3



     1
         Licensee does not hold any other FCC authorizations.
      2
         Applicants are filing this Application with the FCC’s International Bureau as an “Assignment of
License” in order to ensure Licensee’s name is changed to a limited liability company in the Commission’s
International Bureau Filing System as a result of the pro forma restructuring.
    3
         See Implementation of Further Streamlining Measures for Domestic 214 Authorizations, Report and
Order, 17 FCC Rcd. 5517, ¶ 34 (2002).



                                                      2


I.       DESCRIPTION OF APPLICANTS AND TRANSACTION AND REQUEST
         FOR STREAMLINED PROCESSING

         A.       Description of the Applicants

         For the Commission’s reference pre-Transaction and post-Transaction organization

charts are provided as Exhibit A. Information on the Applicants is provided below:

                    i. Licensee and Transferors

          The Licensee is a privately-held Ohio corporation that provides wholesale hosted

 Voice Over Internet Protocol (“VoIP”) and unified communications services and internet

 access solutions to enterprise customers. The Licensee holds a blanket domestic Section

 214 authorization and international Section 214 authority (FCC File No. ITC-214-

 20061219-00577), as described below. The Licensee provides or is authorized to provide

 resold local exchange or resold interexchange services in the following states: Alabama,

 Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Idaho, Illinois,

 Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan,

 Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Hampshire, New Jersey, New

 York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island,

 South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia and

 Wisconsin.4

          Each Transferor is a U.S. citizen and resident of the State of Ohio. Transferors are

 the sole stockholders of the Licensee, with each Transferor currently holding fifty percent

 (50%) of the outstanding shares of capital stock of the Licensee. Prior to the closing, each



     4
         DCT has minimal IXC customers (and instead mostly provides interconnected VoIP services) in the
State of California and is in the process of transferring its California IXC customers to its VoIP platform or
offering to migrate customers to another carrier. DCT is filing to de-certify in that state once the migration is
completed.



                                                       3


 Transferor will contribute fifty percent (50%) of the outstanding shares of capital stock of

 the Licensee to DCT Telecom Group Holdings, Inc., a newly formed corporation in the State

 of Ohio (“DCT Holdings”). In exchange for such contribution, each Transferor will receive

 fifty percent (50%) of the outstanding shares of the capital stock of DCT Holdings (the “Pre-

 Closing Restructuring”). As a result of the Pre-Closing Restructuring, DCT will become a

 wholly-owned subsidiary of DCT Holdings and Transferors will collectively indirectly hold

 one hundred percent (100%) of the outstanding capital stock of the Licensee through their

 ownership of DCT Holdings. Following the Pre-Closing Restructuring (but prior to closing

 of the Transaction), the Licensee will convert from a corporation to a limited liability

 company under applicable Ohio law.

                  ii. MBS Holdings (Transferee) and Affiliates

          MBS Holdings, the Transferee, is a Delaware limited liability company with its

 principal place of business located at 880 Montclair Road, Suite 400, Birmingham, Alabama

 35242. Transferee is the sole stockholder (with one hundred percent (100%) equity and

 voting interest) of MBS Intermediate Holdings, LLC, a Delaware limited liability company

 (“MBS Intermediate Holdings”), which upon the closing of the Transaction will hold one

 hundred percent (100%) of the membership interests in the Licensee. MBS Intermediate

 Holdings has the following wholly-owned direct and indirect carrier subsidiaries 5:

         •   Alteva of Warwick, LLC (“Alteva of Warwick”) is an indirect subsidiary of MBS

             Intermediate Holdings 6. Alteva of Warwick operates as the incumbent local


     5
         MBS Holdings has indirect interests in certain other non-telecom subsidiaries that are not disclosed
herein because they are not regulated by either the Commission or any state public service commission.
     6
         Alteva of Warwick is a wholly-owned direct subsidiary of Alteva, Inc., which is in turn a wholly-owned
direct subsidiary of MBS Intermediate Holdings. Alteva, Inc. is a holding company and does not hold any
telecommunications authorizations.



                                                      4


             exchange carrier (“ILEC”) in the contiguous towns of Warwick, Goshen and

             Wallkill, New York and in West Milford, Vernon and Franklin Borough, New

             Jersey. Alteva of Warwick also operates as a competitive local exchange carrier

             (“CLEC”) outside of its service territory in New Jersey and New York. Alteva of

             Warwick is also licensed to provide domestic interstate and intrastate

             telecommunications services and holds international Section 214 authority. 7

         •   Momentum Telecom, Inc. (“Momentum”) is a wholly-owned direct subsidiary of

             MBS Intermediate Holdings. Momentum is a leading provider of wholesale hosted

             VoIP and unified communications services and serves as the wholesale “partner”

             and broadband system manager to Tier II and Tier III cable providers. Momentum

             holds domestic and international Section 214 authority. See FCC File No. ITC-214-

             20081400480.

         •   Metro Optical Solutions LLC (“Metro Optical”) is a Wyoming limited liability

             company that specializes in providing customized managed network, high capacity

             data transport and internet solutions to enterprise and carrier customers globally.

             Metro Optical holds one international Section 214 authorization: ITC-214-

             2013091600248. 8

         MBS Holdings is a wholly-owned direct subsidiary of Castle Intermediate Holdings,

Inc. (“Castle Intermediate Holdings”), a Delaware corporation that acts as the holding




     7
         See FCC File Nos. ITC-214-1993102200192 and ITC-ASG-20180413-00075.
     8
         Metro Optical does not hold any other FCC or state PUC authorizations. Metro Optical is not deemed
to hold blanket domestic 214 authority because it is a private carrier.



                                                    5


company for MBS Holdings and its direct and indirect subsidiaries, including MBS

Intermediate Holdings, Momentum, Alteva of Warwick and Metro Optical. 9

         Castle Intermediate Holdings is a wholly-owned direct subsidiary of Castle Holding

Company, LLC (“Castle Parent”), a Delaware limited liability company. Castle Parent is an

investment holding company that is owned by CSC Castle Holdings, L.P. (“CSC Castle

Aggregator”), members of MBS Holdings’ management and other investors in Castle Parent.

         CSC Castle Aggregator, the largest investor in Castle Parent, holds approximately

87.57% of the equity and voting rights in Castle Parent. CSC Castle Aggregator is an

investment holding company formed by Court Square to hold the aggregate equity investments

of the Court Square managed investment funds (“Funds”) in Castle Parent. The Funds directly

own 100% of the limited partnership interests in CSC Castle Aggregator, indirectly own

approximately 87.57% of the membership interests in Castle Parent, and at closing, will

indirectly own approximately 87.57% of the equity and voting rights in the Licensee.

         Each Fund and CSC Castle Aggregator are controlled and managed by their sole

general partner, Court Square Capital GP III, LLC (the “GP”). 10 The Fund with the largest

equity investment in Castle Parent is Court Square Capital Partners III, L.P., a Delaware

limited partnership (“CSC Fund III”). CSC Fund III holds 96.82% of the limited partnership

interests in Castle Aggregator, and in turn, indirectly holds (and at closing will continue to

indirectly hold) approximately 84.79%              of the equity interests of Castle Parent, Castle


     9
         Castle Intermediate Holdings acquired control of MBS Holdings in (i) WC Docket No. 18-84 (Public
Notice, DA 18-434, WCB April 30, 2018), (ii) ITC-ASG-20180413-00075 (Report No. TEL-01906, DA No. 18-
478, released May 10, 2018) and (iii) ITC-T/C-20180316-00057 (Report No. TEL-01906, DA No. 18-478,
released May 10, 2018). MBS Holdings acquired control of Metro Optical Solutions, LLC in ITC-T/C-20190221-
00083 (Report No. TEL-01950, DA No. 19-253, released April 4, 2019).
     10
        All of the Court Square entities and funds identified in this Application have the same mailing address
and contact information provided for Castle Intermediate Holdings in Section II(a).



                                                      6


Intermediate Holdings, MBS Holdings, MBS Intermediate Holdings, and, thereby, the

Licensee.

        Each Fund is owned by numerous “insulated” limited partners who include pension

funds, high net worth individuals, and other institutional investors.

        No limited partner in any Fund (including CSC Fund III) will hold a 10% or greater

direct or indirect interest in CSC Castle Aggregator, Castle Parent, Castle Intermediate

Holdings, MBS Holdings (Transferee), MBS Intermediate Holdings or the Licensee. Except

for CSC Fund III, CSC Castle Aggregator, Castle Parent and Castle Intermediate Holdings no

other investor (through its ownership in any of the Funds, CSC Castle Aggregator, Castle

Parent, Castle Intermediate Holdings or in combination with any other interest) currently holds

or will individually or in the aggregate hold a 10% or greater direct or indirect equity or voting

interest in MBS Holdings (Transferee), MBS Intermediate Holdings or the Licensee.

        As discussed above, CSC Castle Aggregator, CSC Fund III and each of the other Funds

are managed and controlled by the GP. 11 No member of the GP (through its ownership in the

GP or in combination with any other interest) currently holds or will hold a 10% or greater

direct or indirect interest in CSC Castle Aggregator, Castle Parent, Castle Intermediate

Holdings, MBS Holdings (Transferee), MBS Intermediate Holdings or the Licensee.

        MBS Holdings is well-qualified to obtain control of the Licensee. Members of MBS

Holdings’      management         team     have     extensive      experience       operating      regulated


      11
          The GP is owned by the investment professionals at Court Square, each of whom is a United States
citizen. The GP is managed and controlled by a Board of Managers (“Board”) composed of the following
members of the GP, all of whom are U.S. citizens: William Comfort, David Thomas, Michael Delaney, Joseph
Silvestri, Ian Highet, John Weber, Christopher Bloise and Thomas McWilliams, each of whom was appointed in
the limited liability company agreement of the GP and each of whom will continue to serve on the Board so long
as they remain investment professionals at Court Square. Decisions of the Board, including designation of
replacement members, are made by the approval of a majority of the Board members. Pursuant to the terms of
an investment management agreement, certain of the Funds’ investment decisions have been delegated to an
investment committee comprising the Board members of the GP.



                                                      7


telecommunications companies. Court Square is one of the most experienced private equity

firms in the industry and its management team has extensive experience investing in the

telecommunications industry.

         CSC Fund III and the GP have also made portfolio investments in and have indirect

control over the following telecommunications businesses, each of which is operated separate

and apart from Castle Parent and its subsidiaries:

         1. Sapphire Intermediate Holdings, LLC (“Sapphire Intermediate Holdings”) and its

regulated subsidiaries which include Smart City Telecommunications LLC (“SCT”), Smart

City Solutions, LLC (“SCS”), Smart City Networks, Limited Partnership (“SCN”), Smart City

of Washington D.C., LLC (“SDC”) and Convention Communications Provisioners, Inc.

(“CCP”). 12

              •   SCT provides local exchange, interexchange and high-speed data services to

                  residential and business customers in Celebration, Lake Buena Vista, Little

                  Lake Bryan, and Bay Lake, Florida. SCT holds blanket domestic Section 214

                  authority and holds international Section 214 authorization in File No. ITC-

                  214-19940830-00265.

              •   SCS holds blanket domestic Section 214 authority and provides intrastate

                  services in Florida.

              •   SCN is a leading communications provider for convention centers and meeting

                  facilities. SCN holds blanket domestic Section 214 authority and is authorized

                  to provide intrastate telecommunications services in Florida, Nevada, and North

                  Carolina. SCN also operates as an interconnected VoIP provider in the


    12
         See, WC Docket No. 18-268.



                                                 8


              following states: Arizona, California, Colorado, Florida, Hawaii, Indiana,

              Kentucky, Minnesota, Missouri, Nevada, New Jersey, North Carolina, Ohio,

              Oregon, Texas, Virginia and Washington.

          •   SDC is a communications provider for convention centers and meeting facilities

              operating in Washington, D.C. and provides competitive domestic interstate

              services pursuant to blanket domestic Section 214 authority.

          •   CCP is a leading communications provider for convention centers and meeting

              facilities that operates in the state of Washington and provides competitive

              domestic interstate services pursuant to blanket domestic Section 214 authority

      2. Conterra Ultra Broadband Holdings, Inc. (“Conterra Holdings”) and its regulated

subsidiaries which include Broadplex, LLC (“Broadplex”), Conterra Ultra Broadband, LLC

(“Conterra”), Detel Wireless, LLC (“Detel”), Network USA, L.L.C. (“Network USA”), Sun

America Communications, LLC (“Sun America”) and Tim Ron Enterprises, LLC d/b/a

Network Communications Telecom (“NCT”).

          •   Broadplex provides local exchange and interexchange services on a private

              contract basis to customers located in North Carolina and South Carolina.

          •   Conterra provides backhaul and fronthaul transport for wireless carriers and

              access and broadband networks for K-12, healthcare, and government entities

              in the following states: Alabama, Arizona, Arkansas, Colorado, Florida,

              Georgia, Illinois, Iowa, Kansas, Mississippi, Missouri, Montana, Nevada, New

              Mexico, North Carolina, Oklahoma, South Carolina, Tennessee, Texas,

              Virginia, and Washington. Conterra holds a domestic Section 214 authorization

              as well as wireless licenses issued by the Commission.



                                             9


                   o Conterra owns 100% of Conterra Wireless Broadband LLC, which

                        provides services in California.

            •   Detel    provides    competitive     local    exchange          and      interexchange

                telecommunications services in Mississippi and Louisiana. Detel also holds a

                domestic Section 214 authorization as well as wireless licenses issued by the

                Commission.

            •   Network USA and Sun America provide access and transport services to

                enterprise customers in Arkansas, Louisiana, Mississippi, and Texas.

            •   NCT provides competitive telecommunications services primarily to small,

                mid-sized, and enterprise customers in northeastern Texas and Louisiana.

       Court Square also controls Encompass Digital Media Group (“Encompass”), including

its regulated subsidiary BFI Licenses, LLC (“BFI”). BFI provides a variety of digital media

services and holds wireless authorizations, satellite earth station authorizations, and an

international Section 214 authorization See FCC File No. ITC-214-19940411-00382.

       Except for the interests in MBS Holdings, Conterra Holdings, Encompass, Sapphire

Intermediate Holdings (and their respective direct and indirect subsidiaries) described above,

Court Square, its affiliates (including CSC Castle Aggregator, Castle Parent, and Castle

Intermediate Holdings), and the members of the Board of the GP do not currently offer any

regulated   telecommunications      services   and    are    not   affiliated     with     any   other

telecommunications carrier.

       B.       Description of the Transaction and Public Interest Statement

        Pursuant to a Stock Purchase Agreement (“Purchase Agreement”) executed on April

13, 2019 among Transferors, Anthony F. Romano, Jr. as the “Sellers’ Representative” and




                                               10


MBS Intermediate Holdings, MBS Intermediate Holdings will acquire one hundred percent

(100%) of the outstanding membership interests of the Licensee and, thereby, control of the

Licensee. Immediately prior to the closing of the Transaction, Transferors shall complete the

Pre-Closing Restructuring. Specifically, Transferors shall each contribute their respective fifty

percent (50%) of the outstanding shares of capital stock of the Licensee to DCT Holdings, in

exchange for fifty percent (50%) of the outstanding shares of the capital stock of DCT

Holdings. As a result of this intermediary step, DCT will become a wholly-owned subsidiary

of DCT Holdings and Transferors will collectively indirectly hold 100% of the outstanding

capital stock of the Licensee through their ownership of DCT Holdings. Upon completion of

the restructuring described above, but prior to the closing of the Transaction, DCT shall convert

from a corporation into a limited liability company under Ohio law. Following this conversion

and pursuant to the Purchase Agreement, MBS Intermediate Holdings will then acquire one

hundred percent (100%) of the outstanding membership interests of the Licensee. As a result,

the Licensee will become an indirect, wholly-owned subsidiary of MBS Holdings. See Exhibit

A.

        The proposed Transaction will result only in a change in the ultimate equity

 ownership of the Licensee– no assignment of licenses, assets or customers will occur as a

 consequence of the proposed Transaction. No material changes to the rates, terms and

 conditions of service offered by the Licensee to its customers are expected to occur as a

 result of the Transaction. Accordingly, this Transaction will be, for all practical purposes,

 largely imperceptible to the customers of the Licensee. The Transaction also will not

 adversely affect competition for the provision of telecommunications in the jurisdictions

 currently served by the Licensee because all of the customers served by the Licensee have,




                                               11


 and following consummation of the Transaction will continue to have, access to competitive

 alternatives.

         Except for the expected resignation of the Transferors (who are exiting the business),

 no changes in Licensee’s existing management and operational personnel are planned as a

 result of the Transaction and such management and operational personnel are currently

 expected to continue to actively manage the day-to-day operations of the Licensee. Licensee

 will also gain access to the operational, managerial and financial resources of MBS Holdings

 and Court Square.

         By combining operations, Applicants will benefit from scope and scale efficiencies,

 be better able to effectively serve their customers and strengthen their respective competitive

 positions in the telecommunications marketplace. For the foregoing reasons, consummation

 of the Transaction proposed herein will serve the public interest.

       C.        Request for Streamlined Processing

       Applicants respectfully submit that this Application is presumptively eligible for

streamlined processing for the following reasons:

            1. The domestic portion of this Application is eligible for streamlined processing

under Section 63.03(b)(2)(ii) of the Commission’s rules. 47 C.F.R. § 63.03(b)(2). The

Transaction will not result in the Transferee and its affiliates as defined in Section 3(1) of the

Communications Act (“Affiliates”) having a market share in the interstate, interexchange

market of ten percent (10%) or more. Moreover, following the Transaction, the Transferee

(through its Affiliates, including Licensee) would provide competitive telephone exchange

services or exchange access services (if at all) exclusively in geographic areas served by a

dominant local exchange carrier that is not a party to this Transaction. Specifically, the




                                               12


Licensee does not provide competitive local exchange services in the geographic areas where

Alteva of Warwick and SCT are dominant ILECs. 13

                  2. The international portion of this Application is eligible for streamlined

processing under Section 63.12 because none of the Applicants is a foreign carrier, or is

affiliated with any foreign carrier, and thus, none of the scenarios outlined in Section 63.12(c)

of the Commission’s Rules applies. 14

 II.        INFORMATION REQUIRED BY SECTIONS 63.24 AND 63.18 OF THE
            COMMISSION’S RULES

             In accordance with 47 C.F.R. § 63.24(e)(2), the Applicants submit the following

 information requested in 47 C.F.R. §§ 63.18 for each of the Applicants:

            (a)       Name, address, and telephone number of each applicant:

            Transferors

            Anthony F. Romano, Jr.                                                  FRN: 0028447043
            c/o DCT Telecom Group, Inc.
            27877 Clemens Road
            Cleveland, OH 44145
            Telephone: 216-406-4191

            and

            Joseph Anthony Rehak                                                    FRN: 0028447258
            c/o DCT Telecom Group, Inc.
            27877 Clemens Road
            Cleveland, OH 44145
            Telephone: 216-970-3207

            Licensee


       13
        Although Licensee is authorized to provide resold long distance and resold local exchange
telecommunications services to all equal access areas in the State of New York, Licensee does not currently
provide resold local exchange access services to any customers located in Alteva of Warwick’s ILEC service
area.
       14
          47 C.F.R. § 63.12(c) (excluding from streamlined processing applications where the applicant is
affiliated with a foreign carrier unless certain exceptions apply or where the applicant has an affiliation with a
dominant U.S. carrier whose international switched or private line services the applicant seeks authority to resell).



                                                        13


        DCT Telecom Group, Inc.                                         FRN: 0009625609 15
        FRN: 0022981351
        27877 Clemens Road
        Cleveland, OH 44145
        Telephone: 440-892-0300

        Transferee

        MBS Holdings, Inc.                                              FRN: 0023247638
        880 Montclair Road, Suite 400
        Birmingham, Alabama 35242
        (205) 978-6035

        (b)     Jurisdiction of Organizations:

                Transferors:    Each Transferor is an individual who residents in the State of
                                Ohio.

                Licensee:       Licensee is a corporation incorporated under the laws of the
                                State of Ohio. Prior to closing, Licensee will convert into a
                                limited liability company formed under the laws of the State of
                                Ohio.

                Transferee:     MBS Holdings is a corporation incorporated under the laws of
                                the State of Delaware.

        (c)     Correspondence concerning this Application should be addressed to:

For Transferors and Licensees:                        with a copy to:

Paul C. Besozzi                                       DCT Telecom Group, Inc.
Squire Patton Boggs (US) LLP                          27877 Clemens Road
2550 M Street, NW                                     Cleveland, OH 44145
Washington, DC 20037                                  Attention: Anthony F. Romano, Jr.
Tel: (202) 457-6000                                   Tel: (440) 808-4850
Fax: (202) 457-6315                                   Fax: (440) 892-2850
Email: paul.besozzi@squirepb.com                      Email: tromano@4dct.com




   15
        DCT has also been assigned FRN 0016936155.



                                                 14


 For Transferee:                                  with a copy to:

 Paige K. Fronabarger                             MBS Holdings, Inc.
 Wilkinson Barker Knauer, LLP                     222 Chastain Meadows Court, Suite 100
 1800 M Street, N.W., Suite 800N                  Kennesaw, GA 30144
 Washington, DC 20036                             Attention: Robert F. Hagan
 Tel: (202) 783-4141                              Chief Financial Officer
 Fax: (202) 783-5851                              Tel: (470) 632-3979
 Email: pfronabarger@wbklaw.com                   Email: bob.hagan@momentumtelecom.com


       (d)    Licensee: Licensee holds international Section 214 authority to provide

international telecommunications services between the United States and international points.

See FCC File No. ITC-214-2013091600248.

       Transferee and Affiliates: Transferee does not directly hold any international Section

214 authorization.

       Alteva of Warwick holds international Section 214 authority to provide international

telecommunications services between the United States and international points. See FCC File

No. ITC-214-1993102200192.

       Momentum also holds international Section 214 authority to provide international

telecommunications services between the United States and international points. See FCC File

No. ITC-214-20081400480.

        Metro Optical holds an international Section 214 authorization to provide

 international telecommunications services between the United States and international points.

 See File ITC-214-2013091600248

        BFI holds an international Section 214 authorization to provide international

 telecommunications services between the United States and international points. See FCC File

 No. ITC-214-19940411-00382.




                                             15


        SCT holds an international Section 214 authorization to provide international resale

 services. See FCC File No. ITC-214-19940830-00265.

       (e) – Not applicable.

       (f) – Not applicable.

       (g) – Not applicable.

       (h)     Ownership of the Applicants: The following persons or entities hold or will

 hold, directly or indirectly, a ten percent (10%) or greater interest in Licensee and Transferors.

   (1) Licensee is a privately owned Ohio corporation company.

   (2) Licensee’s sole owners (Transferors) are Anthony F. Romano, Jr. and Joseph Anthony
       Rehak, both U.S. citizens. The address for Anthony F. Romano, Jr. and Joseph
       Anthony Rehak is c/o DCT Telecom Group, Inc., 27877 Clemens Road, Cleveland,
       OH 44145.

   (3) Prior to the closing of the Transaction, Anthony F. Romano, Jr. and Joseph Anthony
       Rehak will contribute 100% of the outstanding shares of capital stock of the Licensee
       to DCT Holdings, resulting in DCT Holdings becoming the sole stockholder of the
       Licensee and Anthony F. Romano, Jr. and Joseph Anthony Rehak each owning 50%
       of the capital stock of DCT Holdings. The address for DCT Holdings is: 27877
       Clemens Road, Cleveland, OH 44145.

   (4) Immediately prior to the closing of the Transaction, DCT will convert from a
       corporation into a limited liability company under Ohio law.


No other individual or entity has, or will have, at the time the proposed Transaction is
consummated, a ten percent (10%) or greater direct or indirect ownership interest in Licensee
or Transferors or DCT Holdings.

Information concerning owners proposing to own ten percent (10%) or more of Licensee
post-closing.

   (1) At closing, the following entity will own or control ten percent (10%) or more of the
       Licensee:

       Name:                           MBS Intermediate Holdings, LLC
       Address:                        880 Montclair Road, Suite 400
                                       Birmingham, Alabama 35242



                                                16


   Citizenship:                  U.S.
   Percentage Owned:             100% equity and voting in Licensee
   Principal Business:           Holding Company

(2) At closing, the following entity will own or control ten percent (10%) or more of MBS
    Intermediate Holdings:

   Name:                         MBS Holdings, Inc.
   Address:                      880 Montclair Road, Suite 400
                                 Birmingham, Alabama 35242
   Citizenship:                  U.S.
   Percentage Owned:             100% equity and voting in MBS Intermediate Holdings
   Principal Business:           Holding Company

(3) At closing, the following entity will own or control ten percent (10%) or more of MBS
    Holdings, Inc.

   Name:                         Castle Intermediate Holdings, Inc.
   Address:                      c/o Court Square Capital Partners
                                 Park Avenue Plaza, 34th Floor
                                 55 East 52nd Street
                                 New York, New York 10055
   Citizenship:                  U.S.
   Percentage Owned:             100% equity and voting
   Principal Business:           Holding Company

(4) At closing, the following entities will own or control ten percent (10%) or more of
    Castle Intermediate Holdings, Inc.:

   Name:                         Castle Holding Company, LLC
   Address:                      c/o Court Square Capital Partners
                                 Park Avenue Plaza, 34th Floor
                                 55 East 52nd Street
                                 New York, New York 10055
   Citizenship:                  U.S.
   Percentage Owned:             100% equity and voting
   Principal Business:           Finance/ Investment Fund

(5) At closing, the following entities will own or control ten percent (10%) or more of
    Castle Holding Company, LLC (Castle Parent):

   Name:                         CSC Castle Holdings, L.P.
   Address:                      c/o Court Square Capital Partners
                                 Park Avenue Plaza, 34th Floor
                                 55 East 52nd Street
                                 New York, New York 10055



                                         17


       Citizenship:                  U.S.
       Percentage Owned:             87.57% equity
       Principal Business:           Finance/ Investment Fund

       Name:                         Court Square Capital GP III, LLC
       Address:                      c/o Court Square Capital Partners
                                     Park Avenue Plaza, 34th Floor
                                     55 East 52nd Street
                                     New York, New York 10055
       Citizenship:                  U.S.
       Percentage Owned:             87.57% voting (as sole general partner of CSC Castle
                                     Holdings, L.P.)
       Principal Business:           Finance/ Investment Manager

   (6) At closing, the following entities will own or control ten percent (10%) or more of CSC
       Castle Holdings, L.P.:

       Name:                         Court Square Capital Partners III, L.P.
       Address:                      c/o Court Square Capital Partners
                                     Park Avenue Plaza, 34th Floor
                                     55 East 52nd Street
                                     New York, New York 10055
       Citizenship:                  U.S.
       Percentage Owned:             96.82% equity and 0% voting
       Principal Business:           Finance/ Investment Fund

       Name:                         Court Square Capital GP III, LLC
       Address:                      c/o Court Square Capital Partners
                                     Park Avenue Plaza, 34th Floor
                                     55 East 52nd Street
                                     New York, New York 10055
       Citizenship:                  U.S.
       Percentage Owned:             0% equity/ 100% voting (as sole general partner of Court
                                     Square Capital Partners III, L.P. and Court Square
                                     Capital Partners (Executive) III, L.P. )
       Principal Business:           Finance/ Investment Manager

       Other than the foregoing, following the Transaction, no other person or entity

(including any limited partner in the Funds) will directly or indirectly own or control ten

percent (10%) or more (in the aggregate) of the equity or voting interest of any Licensee.




                                              18


       (i)     Applicants certify that none of them is a foreign carrier, nor is any Applicant

affiliated with any foreign carrier.

       (j)     Applicants certify that they do not seek to provide international

telecommunications services to any destination country to which 47 C.F.R. § 63.18(j)(1)

through (j)(4) applies.

       (k)–(m) Paragraphs (k) through (m) of 47 C.F.R. § 63.18 are not applicable because

none of the Applicants is affiliated with any foreign carrier.

       (n)     The Applicants certify that they have not agreed to accept special concessions

directly or indirectly from any foreign carrier with respect to any U.S. international route where

the foreign carrier possesses market power on the foreign end of the route and will not enter

into such agreements in the future.

       (o)     The Applicants certify, pursuant to 47 C.F.R. §§ 1.2001 through 1.2003, that

no party to this Application is subject to a denial of Federal benefits pursuant to Section 5301

of the Anti-Drug Abuse Act of 1988.

       (p)     The Applicants are requesting streamlined processing for the reasons explained

in Section I.C above.

III.   INFORMATION REQUIRED                     BY    SECTION         63.04    OF     THE
       COMMISSION’S RULES

       In accordance with Section 63.04(b) of the Commission’s rules, 47 C.F.R. § 63.04(b),

which specifies the contents required of joint international and domestic Section 214 transfer

of control applications, in addition to the information required in international Section 214

applications by 47 C.F.R. § 63.18, the Applicants submit the following information requested

by 47 C.F.R. §§ 63.04(a)(5) through (a)(12):




                                               19


       (5)    Certification that no party is subject to a denial of Federal Benefits
              pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988.

       See Certification in Section II(o), above.

       (6)    Description of the transaction.

       The proposed Transaction is described in Section I.B, above.

       (7)    Description of the geographic areas in which the Transferors and
              Transferee (and their affiliates) offer domestic telecommunications
              services, and what services are provided in each area.

       See Section I.A, above.

       (8)    Statement as to how the application fits into one or more of the
              presumptive streamlined categories in this section or why it is otherwise
              appropriate for streamlined treatment.

       See Section I.C, above.

       (9)    Identification of all other Commission applications related to the same
              transaction.

       None, besides this Application which will be filed with the International Bureau and

Wireline Competition Bureau.

       (10)   Statement of whether the applicants are requesting special consideration
              because either party to the transaction is facing imminent business failure.

       Applicants are not requesting special consideration because no Applicant is facing

imminent business failure.

       (11)   Identification of any separately filed waiver requests being sought in
              conjunction with the transaction.

       There are no separately filed waiver requests being sought in connection with the

proposed Transaction.

       (12)   Statement showing how grant of the application will serve the public
              interest, convenience, and necessity.




                                              20


       Granting this Application will serve the public interest, convenience, and necessity, as

discussed in Section I.B, above.

IV.    CONCLUSION

       For the reasons stated above, Applicants respectfully submit that the public interest,

convenience, and necessity would be furthered by a grant of this Application for the above-

described Transaction. The Applicants respectfully request streamlined treatment to permit

Applicants to complete the Transaction (including the contemplated Pre-Closing

Restructuring) as soon as possible.

                                              Respectfully submitted,


 /s/ Paul C. Besozzi                               /s/ Paige K. Fronabarger
  ______________________________                   _______________________________
 Paul C. Besozzi                                   Paige K. Fronabarger
 Squire Patton Boggs (US) LLP                      Wilkinson Barker Knauer, LLP
 2550 M Street, NW                                 1800 M Street, N.W., Suite 800N
 Washington, DC 20037                              Washington, DC 20036
 Tel: (202) 457-6000                               Tel: (202) 783-4141
 Fax: (202) 457-6315                               Fax: (202) 783-5851
 Email: paul.besozzi@squirepb.com                  Email: pfronabarger@wbklaw.com

 Counsel to Transferors and DCT Telecom            Counsel to MBS Holdings, Inc.
 Group, Inc.




                                             21


                                  EXHIBIT A

                 Pre- and Post-Transaction Organizational Charts
                       (including Pre-Closing Restructuring)

(See attached)




                                       22


                                                       Exhibit A

                Current Structure
             DCT Telecom Group, Inc.


   Anthony F.                         Joseph Anthony
   Romano, Jr.                            Rehak
(resident of Ohio)                (resident of Ohio)


 50%                                          50%

             DCT Telecom Group, Inc.
                 (Ohio corporation)
                     (LICENSEE)


                                                                                                    Exhibit A

STEP 1
Pre-Closing Restructuring of
DCT Telecom Group, Inc.
and Conversion of DCT           Anthony F.
Telecom Group, Inc. to DCT      Romano, Jr.                 Joseph Anthony
Telecom Group, LLC                                              Rehak
                                (resident of
                                   Ohio)                    (resident of Ohio)

                                                                                 † Priorto the closing of the Transaction, Mr.
                               50%                                    50%        Anthony F. Romano, Jr. and Mr. Joseph
                                                                                 Anthony Rehak will contribute 100% of the
                                                                                 outstanding shares of capital stock of DCT
                                                                                 Telecom Group, Inc. to DCT Telecom Group
                                 DCT Telecom Group Holdings, Inc.                Holdings, Inc., resulting in DCT Telecom
                                                                                 Group, Inc. becoming a wholly-owned direct
                                                (Ohio)
                                                                                 subsidiary of DCT Telecom Group Holdings,
                                                                                 Inc. Mr. Romano and Mr. Rehak will each
                                                                                 own 50% of the outstanding stock of DCT
                                                                                 Telecom Group Holdings, Inc. and each
                                       100%†                                     indirectly own 50% of the outstanding stock
                                                                                 of DCT Telecom Group, Inc.

                                      DCT Telecom Group, LLC *                   * Following the contribution, DCT Telecom
                                                                                 Group, Inc. will convert from a corporation
                                                 (Ohio_                          to a limited liability company under
                                               (LICENSEE)                        applicable Ohio law.


                                                                                                                                                                                           Court Square
                                                                                                                                                                                                                         Exhibit A
Current Structure                                                                                                                                                                          Capital GP III,
                                                                                                                                                                                              LLC**


MBS Holdings, Inc.
                                                                                                     100 % voting interest                              100 % voting interest
                                                                                    Court            (sole general partner)          Court Square       (sole general partner)
                                                                                Square Capital                                     Capital Partners
                                                                               Partners III, L.P.                                 (Executive) III, L.P.
                                                                                   (DE LP)*                                            (DE LP)*

                                                                                                                              3.18% equity interest                          100 % voting interest
                                                     96.82% equity interest                                                   0 % voting interest                            (sole general partner)
         Management/
                                                     0 % voting interest
        Other investors#

                                                                                                                          CSC Castle Holdings, L.P.                              CSC aggregator entity
                                                                                                                                   (DE)*




                        ≈ 12.43% voting interest        Castle Holding Company, LLC
                                                                                                             ≈87.57% voting interest
                        ≈ 12.43% equity interest                    (DE)                                     ≈87.57% % equity interest
                                                                                                                                                                                       * No entity or individual directly or indirectly
                                                                               100%
                                                                                                                                                                                       holds 10% or more of the equity of Court
                                                                                                                                                                                       Square Capital Partners III, L.P. or Court Square
                                                     Castle Intermediate Holdings, Inc.                                                                                                Capital Partners (Executive) III, L.P. or CSC
                                                                   (DE)                                                                                                                Castle Holdings, L.P. Court Square Capital
                                                                                    100%                                                                                               Partners III, L.P. indirectly holds 84.79% of the
                                                                                                                                                                                       equity of Transferee and the FCC licensees .

                                                          MBS Holdings, Inc. (DE)
                                                                                                                                                                                       **Court Square Capital GP III, LLC is the sole
                                                             (TRANSFEREE)                                                                                                              general partner of Court Square Capital
                                                                                                                                                                                       Partners III, L.P. , Court Square Capital Partners
                                                                                                                                                                                       (Executive) III, L.P. and CSC Castle Holdings, LP
                                                                              100%
                                                                                                                                                                                       #   Members of MBS Holdings, Inc.’s
                                                                                                                                                                                       management and other investors collectively
                                                    MBS Intermediate Holdings, LLC                                                                                                     hold    approximately   12.43%   of     the
                                                                (DE)                                                                                                                   equity/voting interests in Castle Holding
                                                                                                                                                                                       Company, LLC.

                                                                                                                                                                                       Except as described herein, no partner,
                                                                                                                                                                                       shareholder, LLC member or employee (or
                                                                                                                                                                                       other person or entity) directly or indirectly
        100%                                                                                                100%
                                                                                                                                                                                       holds, in the aggregate, a 10% or greater
                                             100%
                                                                                                                                                                                       equity/voting interest in any FCC licensee.

           Metro Optical                                                                                                                                                               Note: This chart shows the ownership chain of
                                             Momentum Telecom, Inc.                          Alteva, Inc.
           Solutions, LLC                                                                                                                                                              all FCC regulated entities that are directly or
                                                (FCC Licensee)
            (FCC Licensee)
                                                                                                                                                                                       indirectly owned by Transferee, but does not
                                                                                                                                                                                       include certain non-FCC regulated subsidiaries
                                                                                                            100%                                                                       of Transferee. Unless otherwise noted, all %’s
                                                                                                                                                                                       reflect equity and voting interests.
                                                                                              Alteva of
                                                                                            Warwick, LLC
                                                                                           (FCC Licensee)


                                                                                                                                                                                          Court Square                    Exhibit A
                                                                                                                                                                                          Capital GP III,

STEP 2                                                                                                                                                                                       LLC**



Post-Transaction                                                                                    100 % voting interest                                100 % voting interest

Structure                                                                           Court           (sole general partner)          Court Square         (sole general partner)
                                                                                Square Capital                                    Capital Partners
                                                                               Partners III, L.P.                                (Executive) III, L.P.
                                                                                   (DE LP)                                            (DE LP)

                                                                                                                             3.18% equity interest                           100 % voting interest
                                                      96.82% equity interest                                                                                                 (sole general partner)
         Management/                                  0 % voting interest                                                    0 % voting interest
        Other investors#

                                                                                                                      CSC Castle Holdings, L.P.                                   CSC aggregator entity
                                                                                                                               (DE)*


                   ≈ 12.43% voting interest                                                                  ≈87.57% voting interest
                   ≈ 12.43% equity interest           Castle Holding Company, LLC
                                                                  (DE)
                                                                                                             ≈87.57% % equity interest

                                                                                                                                                                       * No entity or individual directly or indirectly holds 10% or
                                                                       100%                                                                                            more of the equity of Court Square Capital Partners III, L.P.
                                                                                                                                                                       or Court Square Capital Partners (Executive) III, L.P. or CSC
                                                    Castle Intermediate Holdings, Inc.                                                                                 Castle Holdings, L.P. Court Square Capital Partners III, L.P.
                                                                  (DE)
                                                                                                                                                                       indirectly holds 84.79% of the equity of Transferee and the
                                                                      100%                                                                                             FCC licensees .
                                                         MBS Holdings, Inc. (DE)
                                                            (TRANSFEREE)                                                                                               **Court Square Capital GP III, LLC is the sole general
                                                                                                                                                                       partner of Court Square Capital Partners III, L.P. , Court
                                                                             100%                                                                                      Square Capital Partners (Executive) III, L.P. and CSC Castle
                                                                                                                                                                       Holdings, LP
                                                    MBS Intermediate Holdings, LLC
                                                                                                                                                                       # Members of MBS Holdings, Inc.’s management and other
                                                                (DE)
                                                                                                                                                                       investors collectively hold approximately 12.43% of the
                                                                                                                                                                       equity/voting interests in Castle Holding Company, LLC.

100%                           100%                                                                                           100%                                     *** Reflects conversion of DCT Telecom Group, Inc. into a
                                                                                                                                                                       limited liability company.
  Metro Optical                      DCT Telecom                   Momentum Telecom, Inc.
                                                                                                                 Alteva, Inc.
  Solutions, LLC                      Group, LLC                      (FCC Licensee)                                                                                   Except as described herein, no partner, shareholder, LLC
  (FCC Licensee)                    (LICENSEE)***                                                                                                                      member or employee (or other person or entity) directly or
                                                                                                                               100%                                    indirectly holds, in the aggregate, a 10% or greater
                                                                                                                                                                       equity/voting interest in any FCC licensee.
                                                                                                                  Alteva of
                                                                                                                Warwick, LLC                                           Note: This chart shows the ownership chain of all FCC
                                                                                                               (FCC Licensee)                                          regulated entities that are directly or indirectly owned by
                                                                                                                                                                       Transferee, but does not include certain non-FCC regulated
                                                                                                                                                                       subsidiaries of Transferee. Unless otherwise noted, all %’s
                                                                                                                                                                       reflect equity and voting interests.


CERTIFICATIONS


                                        DECLARATION


       I, Anthony F. Romano, Jr., hereby declare that:

       (1)     I am CEO and 50% owner of DCT Telecom Group, Inc.;

       (2)    I am authorized to make this declaration on behalf of the Transferors and DCT

Telecom Group, Inc.; and

       (3)    The statements in the foregoing application relating to the Transferors and DCT

Telecom Group, Inc. are true and correct to the best of my knowledge and belief.

       1 declare under penalty of perjury that the foregoing is true and correct.

Executed this £ day of May, 2019.



                                                 btny>uol
                                              Name: Anthqfiy F. Romano, Jr.
                                              Title:   Individually and as Chief Executive Officer
                                                       of DCT Telecom Group, Inc.




FCC


                                                  DECLARATION


        I, Joseph Anthony Rehak, hereby declare that:

        (1)      I am President and 50% owner of DCT Telecom Group, Inc.;

        (2)      I am authorized to make this declaration on behalf of Transferors; and

        (3)      The statements in the foregoing application relating to the Transferors are true and

correct to the best of my knowledge and belief.

        I declare under penalty of perjury that the foregoing is true and correct.
                C in
Executed this te day of May, 2019.




                                                    JWnthony Rehak


      Sxom to andstbscribed. befor= me. tho (st" da, of May,, q0lG.
                                                                                     ,       *
              Michele E. Jimison, Notary Public                           o. 2           2
                        State of Ohio
                  My Commission Expires                            K(Ofa(‘,{ CcHB(Lce—
                       July 23, 2021




FCC


                                         DECLARATION


       I, Robert F. Hagan, hereby declare that:

       (1)     I am the Chief Financial Officer of MBS Holdings, Inc.;

       (2)     I am authorized to make this declaration on behalf of MBS Holdings, Inc.; and

       (3)     The statements in the foregoing application relating to MBS Holdings, Inc. and its

affiliates are true and correct to the best of my knowledge and belief.

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

Executed this _£ day of May, 2019.




FCC



Document Created: 2019-05-09 18:29:01
Document Modified: 2019-05-09 18:29:01

© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC