Attachment Attachment 1 ITC-ASG-INTR2019-01420

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

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

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)

CERTIFICATIONS

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

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