Attachment Description o ITC-T/C-20170607-00109

Attachment Description o

This document pretains to ITC-T/C-20170607-00109 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017060700109_1235219

Before the
FEDERAL COMMUNICATIONS COMMISSION
Washington, DC 20554
_________________________________________
In the Matter of the Application of )
) File No. ITC-T/C-2017________
Radiate Holdings, L.P., ) WC Docket No. _____________
Transferee, )
)
and )
)
Wave Holdco, LLC, )
Transferor, )
)
for Authority Pursuant to Section )
214 of the Communications Act of 1934, as )
Amended, to Transfer Control of Domestic and )
International Section 214 Authorizations. )

CONSOLIDATED DOMESTIC AND INTERNATIONAL
214 TRANSFER OF CONTROL APPLICATION

Pursuant to Section 214 of the Communications Act, as amended (the “Act”), 47 U.S.C. §

214, and Part 63 of the Commission’s rules, 47 C.F.R. § 63.01 et seq. (the “Rules”), the

Applicants, Radiate Holdings, L.P. (“Transferee”) and Wave Holdco, LLC (“Wave Holdco” or

“Transferor”, and together with Transferee, the “Parties”), respectfully request Commission

approval to consummate a transaction (the “Transaction”) whereby Transferee will acquire

control of domestic and international Section 214 authorizations and other FCC authorizations

and licenses held by several of Transferor’s subsidiaries to provide communications services.

Because the Transaction will strengthen an existing, independent source of voice, video, high-

speed Internet and business data services in markets dominated by some of the nation’s largest

providers of such services, and will not reduce competition or consumer choice, the Commission

should find that consummation of the Transaction is in the public interest and expeditiously grant

its consent for the Parties to consummate the Transaction.

TABLE OF CONTENTS

I. DESCRIPTION OF THE APPLICANTS ...................................................................... 1

A. Radiate Holdings, L.P. (Transferee) ....................................................................... 1

B. Wave Holdco, LLC (Transferor) ............................................................................ 2

II. DESCRIPTION OF THE TRANSACTION .................................................................. 3

III. PUBLIC INTEREST STATEMENT .............................................................................. 4

A. The Transaction Will Produce Substantial Public Interest Benefits. ...................... 4

B. The Transaction Will Not Result in Any Harm to the Public Interest. ................... 8

IV. REQUEST FOR STREAMLINED TREATMENT .................................................... 10

V. INFORMATION REQUIRED BY SECTION 63.24(e) OF THE RULES ................ 10

VI. INFORMATION REQUIRED BY SECTION 63.04(b) OF THE RULES ............... 14

VII. CONCLUSION ............................................................................................................... 16

I. DESCRIPTION OF THE APPLICANTS

A. Radiate Holdings, L.P. (Transferee)

Transferee Radiate Holdings, L.P., a Delaware limited partnership, is a holding company

that is majority owned and controlled by certain investment funds ultimately controlled by the

principals of TPG Global, LLC (“TPG Global” and, together with its affiliates, “TPG”).1 The

principals of TPG Global, David Bonderman and James G. Coulter, each is a United States

citizen. For more than 25 years, TPG has provided resources and expertise to help strengthen

and grow its portfolio companies, differentiating itself from other investors by providing

innovative solutions to complex and challenging situations in various sectors. TPG, which

currently has $72 billion of assets under management, has extensive experience with global

public and private investments and is one of the most active private equity investors in the

Internet ecosystem.

In August 2016, Transferee entered into agreements to acquire control of the cable

systems operated by RCN Telecom Services, LLC (“RCN”) and Grande Communications

Networks LLC (“Grande”). Those acquisitions were approved by the Commission on November

16, 2016 and were consummated on February 1, 2017. As of March 31, 2017, Transferee,

through RCN and Grande, was providing digital television, high-speed Internet, and voice

telecommunications services to approximately 656,000 subscribers in the District of Columbia,

Illinois, Massachusetts, Maryland, New York, Pennsylvania, Virginia, and Texas.

At the closing of the Transaction, a number of entities will have direct or indirect equity

investments of ten percent or greater in the Transferee. Each of these entities is, or will be, a

1
TPG Global is the successor to TPG Capital, L.P.

1

Delaware partnership controlled by TPG, with Messrs. Bonderman and Coulter having indirect

100 percent control.2

Radiate Holdings GP, LLC (“Radiate GP”), a Delaware limited liability company, serves

as Transferee’s general partner and has responsibility for the management, operation, and control

of Transferee’s business and affairs. The Board of Directors of Radiate GP is, and will continue

to be, controlled by TPG. Other current members of the Radiate GP Board are designees of

Patriot Media Consulting, LLC, a New Jersey limited liability company (“Patriot Media”) and

CapitalG. At the closing of the Transaction, Steven B. Weed, Chief Executive Officer of

Transferor, will be added to the Radiate GP Board. Also post-closing, Transferor’s properties

will be managed by the management team from Patriot Media (which currently manages

Transferee’s RCN and Grande operating subsidiaries pursuant to a management agreement with

Transferee) and members of Wave Holdco’s existing management team.

B. Wave Holdco, LLC (Transferor)

Transferor Wave Holdco LLC, a Delaware limited liability company, wholly owns,

directly or indirectly, subsidiaries (collectively, “Wave”) that operate fiber-based distribution

networks in California, Oregon, and Washington. The Wave entities provide award-winning

high-speed Internet access, dark fiber, cable television and telephone services to residential,

business, and municipal customers, pursuant to federal, state, and local authorizations. Wave’s

extensive dark fiber network services are offered to municipal and commercial customers

throughout its markets.

2
See Section V (h) below for more detail. Several other entities will have direct or indirect
equity interests in Transferee of less than ten percent.

2

Controlling equity and voting interests in Transferor are held by affiliates of Oak Hill

Capital Partners, GI Partners and WaveDivision Capital III, LLC. No other entities have an

equity interest of more than five percent in Transferor.

Wave has earned a well-deserved reputation for high quality, innovative service offerings

and customer support. Wave offers residential and commercial consumers a competitive

alternative to larger companies such as AT&T/DirecTV, Comcast, Charter, Frontier, Dish,

CenturyLink, Consolidated Communications, Zayo, Integra, and Level 3 in the markets where it

operates. The networks operated by Wave pass over 672,900 homes and serve over 473,200

residential, governmental, and business customers in more than 200 communities. Wave also

has deployed 2,114 route miles of fiber in California to support the high-capacity services it

offers to customers in Northern California.

II. DESCRIPTION OF THE TRANSACTION

On May 18, 2017, Radiate HoldCo, LLC (“Radiate HoldCo”), a Delaware limited

liability company and an indirect wholly-owned subsidiary of Transferee, entered into a

Securities Purchase Agreement with Wave Division Holdings, LLC, Transferor Wave Holdco,

Sellers’ Representative3 and the direct and indirect equity holders of Wave Holdco party thereto

(the “Purchase Agreement”). The Purchase Agreement provides for Radiate HoldCo’s

acquisition of all the outstanding membership interests of Wave Holdco. The acquisition will be

consummated directly, through the purchase of membership interests in Wave Holdco from the

holders thereof, and indirectly through the purchase of all the outstanding capital stock of OH

Wave Blocker I. Inc., OH Wave Blocker II, Inc. and GI Wave UBTI-ECI Blocker, Inc., the sole

3
Sellers’ Representative is Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners
III, L.P.

3

assets of which, as of the closing of the Transaction, will be membership interests in Wave

Holdco. At closing, Wave Holdco will become a wholly-owned subsidiary of Radiate HoldCo

and an indirect wholly-owned subsidiary of Transferee. All of Wave Holdco’s existing

subsidiaries that hold the FCC licenses or authorizations that are the subject of this Application

will remain intact and will continue to hold their operating tangible and intangible assets.

The pre-closing ownership structure of Transferor is depicted on the structure charts

attached hereto as Attachment A. The proposed post-Transaction ownership structure of

Transferee is depicted on the structure charts attached hereto as Attachment B.

III. PUBLIC INTEREST STATEMENT

The Transaction will generate substantial public interest benefits without posing any

actual or potential harms to consumers or competition. Consummation of the Transaction will

promote competition by strengthening Wave’s ability to offer consumers a strong competitive

alternative source of video, high-speed Internet, voice, and business data services, and will not

result in any reduction in competition, because Transferee’s RCN and Grande operating

subsidiaries do not serve any of Wave’s markets. Consumers will face no disruption – they will

receive the same services as before the Transaction – and will see definite benefits, because those

services will grow and improve with the increased financial wherewithal, added experience and

innovative ideas contributed by Transferee’s management team. The Commission should find

that the Transaction is in the public interest.

A. The Transaction Will Produce Substantial Public Interest Benefits.

That Transferee won the private auction for the sale of Transferor Wave Holdco and its

Wave operating subsidiaries is a boon for customers and competition. While Wave could have

been acquired by an operator already serving the markets at issue, Transferee’s ownership will

4

preserve and strengthen Wave’s competitive voice. The combination of Wave, RCN and Grande

under Transferee’s ownership and management is a favorable result – not just for customers of

the Wave systems being acquired, but also for the customers of Transferee’s RCN and Grande

systems and for other people living in the areas in which Wave, RCN, and Grande provide

competition to larger incumbents. As discussed in detail below, the Wave, RCN and Grande

systems are technologically innovative providers of video, voice and Internet services, dedicated

to broad deployment of the highest-level technologies in the communities that they serve.

Bringing these smaller, independent operations under one roof – and combining their experience,

expertise, and innovative thinking – will confer real benefits on consumers by offering even

stronger competition to the larger, well-established providers in the marketplace.

Led by the experienced management team from Patriot Media, Transferee’s RCN and

Grande operating subsidiaries have fashioned and implemented a tech-forward strategy that has

accelerated the deployment of state-of-the-art technologies, thereby strengthening their

competitive position in the markets they serve. This includes following through on plans

described in filings related to Transferee’s acquisition of RCN and Grande; for example, since

being acquired by Transferee, RCN and Grande have continued rolling out DOCSIS 3.1

throughout their footprint. RCN and Grande also have introduced Gigabit speeds in several

additional markets, deployed an integrated Netflix service, partnered with TiVo to offer cutting-

edge navigation devices, provided subscribers ways to easily access YouTube and Hulu through

the TiVo platform, and begun offering HBOGO and a branded TV Everywhere service. Patriot

Media’s exemplary management performance is illustrated by the recognition RCN received as

5

PC Magazine’s Reader’s Choice for Best ISP in 2015 and 2016.4

Wave’s history is similar. It, too, has earned a well-deserved reputation for deploying

high-capacity networks that enable Wave to offer Gigabit, 250 Mbps and 100 Mbps services to

many of its customers, and at the same time supporting such services with high-quality technical

support and customer service to its customers and, in particular, for developing technology

enabling its 24x7 Network Operations Center to proactively monitor its distribution network and

customer premises equipment and thereby prevent or quickly remedy any technical issues. The

significant achievements of the highly regarded local staff of Wave in areas of technical quality

and innovation have been widely recognized. In fact, Wave’s enviable track record includes its

receiving the prestigious “Independent Operator of the Year” award from CableFax Magazine in

2012,5 being named the “Fastest ISP in the Northwest” by PC Magazine in 2014,6 and being

recognized as the highest-ranked bundled-service ISP in the US by reader score by Consumer

Reports in 2016.7

There will be mutual benefits from bringing under common ownership and management

the forward-looking operations of these award-winning systems. The integration of the Wave

networks with the RCN and Grande networks will benefit the customers of both companies by

allowing not just Wave, but also RCN and Grande, to obtain more favorable financing and

programming arrangements and other operational efficiencies. Further, while much of the

4
See Ben Z. Gottesman, “Readers’ Choice Awards 2016: Internet Service Providers,” PC Magazine (May
11, 2016), available at http://www.pcmag.com/article/344519/.
5
See Cablefax, Top Ops Awards 2012, available at http://www.cablefax.com/the-lists/top-ops-
2012#independent-operator-of-the-year.
6
See PC Mag, “Fastest ISPs by Region: Northwest,” (Sept. 4, 2014) available at
http://www.pcmag.com/article2/0,2817,2465507,00.asp.
7
See Consumer Reports, “Telecom Services Ratings: Bundled Services,” (last viewed: May 30, 2017)
available at http://www.consumerreports.org/products/bundled-services/ratings-overview/.

6

existing Wave local staff will remain in place, Transferee’s Patriot Media management team will

provide operational oversight, input and creative thinking, and ensure that Wave continues to

meet the same high standards for technological innovation and customer service that Wave’s

customers have come to expect, enhanced by the accomplished Patriot Media team’s expertise

and experience. In addition, Patriot Media will be able to draw on Wave’s expertise providing

dark fiber and its leadership in the deployment and operation of Gigabit fiber networks. RCN

and Grande have begun a Gigabit upgrade to their networks and the combined entity will be able

to capitalize on Wave’s experience and expertise to accelerate and improve that roll-out.

The Transaction also will facilitate system improvements, such as RCN’s upgrade to

DOCSIS 3.1, which will further increase Internet speeds and will enable the operating

subsidiaries to compete more effectively against larger, national rivals in both the residential and

business sectors. As an over-builder, these improvements allow customers in the markets in

which Wave, RCN, and Grande operate to experience real competition and true choices,

regardless of the provider they choose.

The Transaction presents a rare opportunity for a combination which allows increased

efficiency and economies of scale without undermining competition. In fact, it will actually

promote competition, since the combination of RCN, Grande, and Wave will more effectively

compete with larger national providers. At a time when the industry is marked by growing

consolidation, the presence in the marketplace of a well-funded, competitive, independent source

of advanced video and broadband services becomes all the more important. The Transaction’s

public interest benefits go beyond investments and improvements that will be made in the Wave,

RCN, and Grande operating subsidiaries: those investments and improvements will drive other

competitors to make their own investments and improvements.

7

B. The Transaction Will Not Result in Any Harm to the Public Interest.

The Transaction will not result in any harms to consumers or competition or violate any

Commission rule or policy. It also will not result in any horizontal consolidation among

overlapping cable or telecommunications providers or result in any adverse disruption in the

systems’ day-to-day operations.

Significantly, there is no overlap between Transferee’s existing networks and the

networks operated by Wave. Wave provides services in some of the most competitive urban and

suburban markets in the country, including Seattle, Portland, San Francisco, and Sacramento,

along with underserved rural areas in California, Washington, and Oregon, while Transferee is

providing (through RCN and Grande) voice, Internet, and video service in the District of

Columbia, Illinois, Maryland, Massachusetts, New York, Pennsylvania, Virginia, and Texas.

Competition and consumer choice will be sustained, and even improved, after the

Transaction. The Transaction will give Transferee control over non-overlapping subsidiaries that

provide cable, telecom, and OVS service to more than 450,000 video, voice, and high-speed

Internet subscribers, in addition to the 656,000 subscribers served by its existing networks.

Wave is the third largest competitive wireline provider of services in most of the communities

where it offers services – behind companies such as AT&T/DirecTV, Comcast, Charter,

Frontier, Dish, CenturyLink, Consolidated Communications, Zayo, Integra, and Level 3 – and

even the combined entity will have a significantly smaller national presence than those

competitors. Thus, although the Transaction will give Wave, RCN, and Grande increased scale

to compete effectively in increasingly consolidated video and broadband markets and to

negotiate favorable programming and equipment deals, it will not pose any of the competitive

8

risks that the Commission has raised when considering mergers among larger service providers.8

More specifically, the Transaction will not reduce the number of head-to-head competitors in any

market or create an entity with either the incentive or ability to limit consumers’ access to OVD

services, since none of the entities is a content producer and there is no overlap between their

footprints.

Additionally, because Wave will retain many of its front-line staff members, who will

now be supervised by the experienced Patriot Media team that currently manages the day-to-day

operations of the RCN and Grande operating subsidiaries on behalf of Transferee, there is no risk

of the sorts of adverse impact on customer service that have occurred following other

transactions. The consumer experience only will change for the better, as the purchasing power

of Wave, RCN and Grande is combined to provide opportunities to obtain more favorable

financing and purchasing arrangements and the improved financing options allow for even more

investment and network improvements.

Finally, as previously explained, Wave will continue to offer competitive and innovative

products, with improvements introduced over time. Thus, the Transaction is not expected to

result in the discontinuance, reduction, loss or impairment of service to any customer. For that

reason consumers will face no disruption in service, and will see real benefits, because those

services will grow and improve with the increased financial wherewithal, added experience and

innovative ideas contributed by Transferee’s Patriot Media management team.

8
See, e.g., In the Matter of Applications of Charter Communications, Inc., Time Warner Cable, Inc., and
Advance/Newhouse Partnership, 64 Comm. Reg. 1259 (2016) (noting the “deeply rooted preference for
preserving and enhancing competition” and focusing in particular on OVD competition implications and
geographic overlap between the applicants); see also Federal Communications Comm’n. blog post, “FCC
Transaction Review: Competition and the Public Interest,” Aug. 12, 2014 (noting that preserving and
promoting competition is at the core of a public interest analysis).

9

(a) Name, Address, and Telephone Numbers of Applicants

(b) Government, State, or Territory of Incorporation

For Transferee Radiate Holdings, L.P.

Name: Radiate Holdings, L.P.
Address: 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102
Telephone: (817) 871-4000
Jurisdiction of Incorporation: Delaware

For Transferor Wave Holdco, LLC

Name: Wave Holdco, LLC
Address: 401 Parkplace Center, Suite 500, Kirkland, Washington 98033
Telephone: 425-896-1891
Jurisdiction of Incorporation: Delaware

(c) Contacts

For Transferee

Tara M. Corvo
Seth A. Davidson
Jonathan R. Markman
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
701 Pennsylvania Avenue NW, Suite 900
Washington, DC 20004
Tel: (202) 434-7300
Email: tmcorvo@mintz.com
sadavidson@mintz.com
jrmarkman@mintz.com

with a copy to:

Joseph Kahl
RCN Telecom Services, LLC
650 College Road East
Suite 3100
Princeton, NJ 08540
Tel: (609) 681-2184
Email: joe.kahl@rcn.net

For Transferors

K.C. Halm

11

Steve Horvitz
Bradley Guyton
Davis Wright Tremaine LLP
1919 Pennsylvania Avenue NW, Suite 800
Washington, DC 20006-3401
Tel: (202) 973-4287
Email: kchalm@dwt.com
stevehorvitz@dwt.com
bradleyguyton@dwt.com

(d) Existing Section 214 Authorizations

An operating subsidiary of Transferor currently holds the following Section 214
authorizations:

See Attachment C.

Operating subsidiaries of Transferee currently hold the following Section 214
authorizations:

See Attachment D.

(e)- (g) Questions arising under 47 CFR 63.18(e)-(g) are not applicable.

(h) Name, address, citizenship, and principal business of entities that will own at
least 10 percent of the equity of the Applicant, and identification of
interlocking directorates.

Upon consummation of the Transaction, the following entities will hold a direct
or indirect ten percent (10%) or greater equity interest in Transferee and its
wholly-owned subsidiaries:

Name: TPG VII Radiate Holdings I, L.P.
Address: c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth,
TX 76102
Citizenship: United States
Percentage Directly Owned: 46.4% equity of Transferee (rounded)
Principal Business: Holding Company

12

Name: TPG VII Wakeboard Holdings, L.P.
Address: c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth,
TX 76102
Citizenship: United States
Percentage Directly Owned: 35.6% equity of Transferee (rounded)
Principal Business: Holding Company

Name: TPG VII DE AIV Holdings, L.P.
Address: c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth,
TX 76102
Citizenship: United States
Percentage Indirectly Owned: 58.5% equity of Transferee (rounded)
Principal Business: Holding Company

Name: TPG VII DE AIV II, L.P.
Address: c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth,
TX 76102
Citizenship: United States
Percentage Indirectly Owned: 24.2% equity of Transferee (rounded)
Principal Business: Private Equity Fund

Name: TPG VII DE AIV I, L.P.
Address: c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth,
TX 76102
Citizenship: United States
Percentage Indirectly Owned: 27.9% equity of Transferee (rounded)
Principal Business: Private Equity Fund

Name: TPG Wakeboard Coinvest II, L.P.
Address: c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth,
TX 76102
Citizenship: United States
Percentage Indirectly Owned: 14. 8% equity of Transferee (rounded)
Principal Business: Private Equity Fund

(i) Foreign Carrier Affiliation

None.

(j) Foreign Carrier and Destination Countries

N/A

(k) WTO Membership for Destination Countries

N/A

13

(m) Non-Dominance

N/A

(n) Concessions

Applicants certify that they have not agreed to accept any direct or indirect special
concessions from a foreign carrier or administration 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) Federal Benefits
Applicants certify pursuant to Sections 1.2001 through 1.2003 of the Rules that
they are not subject to a denial of Federal Benefits pursuant to Section 5301 of the
Anti-Drug Abuse Act of 1988. See 21 U.S.C. § 853a; see also 47 C.F.R.
§§ 1.2001-1.2003.

(p) Streamlined Processing

Please refer to Section IV above.

VI. INFORMATION REQUIRED BY SECTION 63.04(b) OF THE RULES

In accordance with Section 63.04(b) of the Rules, 47 C.F.R. § 63.04(b), specifying the

additional information required in joint international and domestic Section 214 transfer of control

applications, the Applicants submit the following, as requested by Sections 63.04(a)(6) through

(a)(12) of the Rules, 47 C.F.R. § 63.04(a)(6) – (12).

(a)(6) Description of the Transaction

A description of the Transaction is set forth in Section II above.

(a)(7) Description of Geographic Service Areas

A description of the geographic service areas served by Transferee’s affiliated
operating entities, and the services they provide in those areas, is provided in
Section I.A above.

A description of the geographic service areas served by Transferor’s affiliated
operating entities, and the services they provide in those areas, is provided in
Section I.B above.

(a)(8) Eligibility for Streamlined Processing

14

A statement demonstrating the Application’s qualification for streamlined
processing is provided in Section IV above.

(a)(9) Other Related Applications

The Applicants have filed simultaneous applications with the Commission
seeking authority to transfer control of Wave subsidiaries that hold Commission
licenses relating to their cable system and Open Video System properties,
including Cable Television Relay Services licenses, an earth station license, and
various wireless licenses. These licenses are set forth in Attachment C.

The list of call signs and file numbers set forth in Attachment C is intended to
include all of the licenses and authorizations held by the respective licensees or
lessees that are subject to the Transaction. However, Wave may now have on file,
and may hereafter file, additional requests for authorizations for new or modified
facilities, requests to modify existing authorizations, or other related applications
that may be granted before the Commission takes action on this Application.
Accordingly, the Applicants request that any Commission approval of the
applications filed for the Transaction described herein include authority for
Transferee to acquire control of: (1) any authorization issued to Wave or its
subsidiaries while the Transaction is pending before the Commission and the
period required for consummation of the Transaction; (2) any construction
permits held by Wave or its subsidiaries that mature into licenses after closing;
and (3) any applications that are pending at the time of consummation. Such
action would be consistent with the Commission’s prior decisions.9 Applicants
also request that Commission approval include any authorizations that may have
been inadvertently omitted.

(a)(10) Special Considerations

None of the Applicants is facing imminent business failure. Nevertheless, prompt
completion of the proposed Transaction is critical to ensure that Applicants can
obtain the benefits described in this Application. Accordingly, Applicants
respectfully request that the Commission approve this Application expeditiously

9
See, e.g., SBC Commc’ns Inc. and AT&T Corp. Applications for Approval of Transfer of Control,
Memorandum Opinion and Order, 20 FCC Rcd 18290, 18392 ¶ 212 (2005); Applications of AT&T
Wireless Serv., Inc. and Cingular Wireless Corp. for Consent to Transfer Control of Licenses and
Authorizations, Memorandum Opinion and Order, 19 FCC Rcd 21522, 21626 ¶ 275 (2004); S. New
England Telecomm./SBC Order, 13 FCC Rcd 21292, 21317 ¶ 49; Applications of NYNEX Corp. and Bell
Atl. Corp., Memorandum Opinion and Order, 12 FCC Rcd 19985, 20097-98 ¶¶ 246-56 (1997); Pacific
Telesis Group/SBC Order, 12 FCC Rcd 2624, 2665 ¶ 93; Applications of Craig O. McCaw and Am. Tel.
& Tel. Co., Memorandum Opinion and Order, 9 FCC Rcd 5836, 5909 ¶ 137 n.300 (1994), aff’d sub nom.
SBC Commc’ns Inc. v. FCC, 56 F.3d 1484 (D.C. Cir. 1995), recons. in part, 10 FCC Rcd 11786 (1995).

15

Attachment A

Pre-Transaction Corporate Organizational Chart

17

Pre-Transaction Organization Chart
Fund managed by Funds managed by
WaveDivision Capital III, LLC
GI Partners Oak Hill Capital Partners
16.53% of Ownership 17.44% of Ownership 66.03% of Ownership

Wave Holdco, LLC (Transferor)
100%

OH WDH Holdco, LLC

100%

WaveDivision Holdings, LLC

WaveDivision I, LLC 100%

100%

Sawtooth Technologies, L.L.C.
100% WaveDivision IV, LLC

WaveDivision II, LLC 100%

WaveDivision III, LLC 100% Astound Broadband, LLC
100%

WaveDivision VII, LLC 100% 100%

WDH Black Rock, LLC

Cedar Communications, LLC 100%

100%
Seattle’s Best Internet, LLC

Attachment B
Post-Transaction Corporate Organizational Charts

18

Post-Transaction Organization Chart (page 1 of 2)
POST- TRANSACTION TPG OWNERSHIP STRUCTURE
LPs1

LPs
100% Equity
David Bonderman
100% Control2
James G. Coulter
GP2
LPs1
LPs1 LPs1
TPG
VII DE Sole Shareholders
AIV GenPar, L.P. LPs 100%
(Delaware) 98.6% LPs LPs GP2
Equity 98.6% Equity 100% Equity 0% Equity

GP
GP 1.4% Equity
1.4% Equity
GP TPG Advisors VII, Inc.
0% Equity (Delaware)

TPG VII
TPG VII DE AIV III, L.P. TPG
DE AIV II, L.P. (Delaware) Partners
LPs1 (Delaware) VII (C), L.P. Sole Member
(Delaware) 100%
LP
LPs
TPG VII 10.9%
100%
LP Equity
Equity DE AIV I, L.P. LP2 41.4% Equity LP
(Delaware) 47.7% Equity
0.1% Equity
Radiate
Holdings GP, LLC
TPG VII (Delaware)
LPs1
DE AIV LP2
LPs Holdings, L.P. 100% Equity
100% (Delaware)
Equity TPG
Wakeboard TPG VII
LP
LPs1 Co-Invest I, L.P. Radiate GP
34.2% Equity
Holdings I, L.P. 100% Control
(Delaware) 0% Equity
LPs LP
100%
(Delaware)
24.3%
Equity TPG Equity
Wakeboard LP2 LP
41.5% 46.4% Equity
Co-Invest II, L.P. Equity 0% Control
(Delaware) TPG VII
LP
Wakeboard
35.6% Equity
Holdings, L.P. 0% Control
(Delaware) Radiate
Holdings, L.P.
(Delaware)
(the “Transferee”)
Notes:

1 Each LP (a limited partner investor in the applicable fund) will hold less than ten percent ultimate economic interest in the Transferee.
2 Interest is held indirectly through entities not depicted, all of which are wholly owned or controlled (as applicable) by the entities shown.

Post-Transaction Organization Chart (page 2 of 2)

See Fund Structure
Page 1

Radiate
Holdings, LP
(Delaware)

100%

Radiate
TopCo, LLC
(Delaware)

100%

Radiate
HoldCo, LLC
(Delaware)

100% 100% 100%

Wave Holdco, Inc. 82.4% Yankee Cable Grande
Parent, LLC Parent, LLC

100% 100%

17.6% Grande
Yankee Cable
Communications
Acquisition, LLC
`
Wave Holdco, LLC Networks, LLC

100% 100%
100%

RCN Telecom Grande
Services, LLC Communications
OH WDH Holdco, Management Co.
LLC
100%
100%

` WaveDivision RCN Telecom RCN Telecom
Holdings, LLC Services of Services of
Philadelphia, LLC Massachusetts, LLC GP

100%
Starpower RCN Telecom
Communications, LLC Services
(Lehigh), LLC
WaveDivision I, LLC

RCN Telecom
Services of Illinois, RCN NY LLC 1 LP RCN Telecom
100%
LLC (IL) 100% Services of New York
LP

Sawtooth Technologies, WaveDivision IV, LLC
LLC
100%

Astound Broadband
WaveDivision II, LLC LLC 21st Century Telecom RCN Cable TV
Services, Inc. of Chicago, Inc.

100%
WaveDivision III, LLC

WDH Black Rock, LLC

WaveDivision VII, LLC

Cedar
Communications, LLC

Seattle’s Best
Internet, LLC

Attachment C
FCC Authorizations - Transferor

WAVE DIVISION I, LLC

Wireless Licenses
Call Sign Service Type License Holder
MG – Microwave
WQOT607 WaveDivision I, LLC
Industrial/Business Pool

WAVEDIVISION VII, LLC

Cable Television Relay Service (CARS)
Call Sign License Holder
WLY903 WaveDivision VII, LLC

Wireless Licenses
Call Sign Service Type License Holder
MG – Microwave
WPYL202 WaveDivision VII, LLC
Industrial/Business Pool

ASTOUND BROADBAND, LLC

International Section 214 Authorizations
File Number License Holder
Astound Broadband, LLC
ITC-214-20050701-00565

Domestic Section 214 Authorization
File Number License Holder
Astound Broadband, LLC
WC Docket No. 06-209

Wireless Licenses
Call Sign Service Type License Holder
WQJH368 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQJH370 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQNW743 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQNW745 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQNW746 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQOC758 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQOD680 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQOM722 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQQW481 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQQX550 MG – Microwave Industrial/Business Pool Astound Broadband, LLC

19

WQQX551 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQRN397 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQSU460 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQSU461 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQSV220 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQUN664 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQUN667 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQUW450 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQVS440 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQWC427 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQWH982 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQWV761 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQXB929 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQXM640 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQXM641 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQXQ421 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQXQ870 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQXQ871 MG – Microwave Industrial/Business Pool Astound Broadband, LLC
WQKB390 NN – 3650-3700- MHz Astound Broadband, LLC
WQUU211 MM – Millimeter Wave 70/80/90 GHz Astound Broadband, LLC
Service

SAWTOOTH TECHNOLOGIES, LLC

Wireless Licenses
Call Sign Service Type License Holder
WQLN305 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQLN306 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQLN446 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQNQ975 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQOX553 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQOX557 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQOX626 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQRU215 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQSH897 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQSV395 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQSV396 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQWE970 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQWE971 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQWI848 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQWJ642 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQWK403 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQWK404 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQWM991 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQWM992 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC
WQWX678 MG – Microwave Industrial/Business Pool Sawtooth Technologies, LLC

20

SEATTLE’S BEST INTERNET, LLC

Wireless Licenses
Call Sign Service Type License Holder
WQIJ661 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQIJ662 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQIJ663 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQJM298 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQJM299 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQKM581 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQKM582 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQKM583 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQKY406 MM – Millimeter Wave 70/80/90 GHz Service Seattle’s Best Internet, LLC
WQMF920 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQMF924 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQMF931 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQNW936 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQRL940 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQRL941 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQUF743 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQUF744 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQXM390 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQXM391 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQYB580 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQYB581 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQYJ552 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQYL598 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQYL600 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQYL602 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQYN267 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQYN268 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQTV814 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC
WQTV815 MG – Microwave Industrial/Business Pool Seattle’s Best Internet, LLC

21

Attachment D
Other FCC Authorizations - Transferee

RCN Telecom Services

Cable Television Relay Service (CARS)
Call Sign License Holder
WLY-676 RCN Telecom Services (Lehigh) LLC
WLY-679 RCN Telecom Services (Lehigh) LLC
KD-55018 RCN Telecom Services (Lehigh) LLC

International Section 214 Authorizations
File Number License Holder
ITC-214-19961004-00490 RCN Telecom Services (Lehigh) LLC
ITC-214-19970707-00379 RCN Telecom Services of Philadelphia, LLC
ITC-214-19970707-00384 RCN Telecom Services of New York, LP
ITC-214-19970717-00411 RCN Telecom Services (Lehigh) LLC
ITC-214-19970723-00430 RCN Telecom Services (Lehigh) LLC

ITC-214-19971027-00661 RCN Telecom Services of Massachusetts, LLC
ITC-214-19980731-00532 RCN Telecom Services of Illinois, LLC
ITC-214-19981002-00679 RCN Telecom Services (Lehigh) LLC
ITC-214-19980116-00024 Starpower Communications, LLC

Transmit/Receive Earth Stations
Call Sign License Holder
E100045 RCN Telecom Services (Lehigh) LLC

Grande Networks

Wireless Licenses
Call Sign Service Type License Holder
WQQF562 MG – Microwave Grande Communications
Industrial/Business Pool Networks, LLC
WQQG456 MG – Microwave Grande Communications
Industrial/Business Pool Networks, LLC

International Section 214 Authorizations
File Number License Holder
ITC-214-20001108-00651 Grande Communications Networks, LLC

22

Document Created: 2017-06-07 15:20:17
Document Modified: 2017-06-07 15:20:17

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