Pet Adopt Conds, An

PETITION submitted by U.S. Department of Justice

Petition

2018-07-09

This document pretains to ITC-T/C-20180319-00059 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2018031900059_1452224

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. In the Matter of TVC ALBANY, INC., File No. ISP-PDR-20180319-00001 Petitioner/Licensee, FLIGHT GROUP HOLDINGS LP, Petitioner/Transferee, Petition for Declaratory Ruling Under Section 310(b)(4) of the Communications Act of 1934, as Amended REVISED AND RESTATED PETITION FOR DECLARATORY RULING Pursuant to 47 U.S.C. § 310(b)(4) and 47 C.F.R. § 1.5000(a)(1), TVC Albany, Inc. (“TVC” or “Licensee”) and Flight Group Holdings LP (“Flight Group LP” or “Transferee”) (together, “Petitioners”) request that the Commission issue a declaratory ruling finding that indirect foreign ownership in TVC above the 25 percent benchmark in 47 U.S.C. § 310(b)(4) would serve the public interest. I. INTRODUCTION AND SUMMARY TVC1, a Delaware corporation, holds a nationwide common carrier wireless license, Call Sign WQLH897, in the 3650-3700 MHz band (the “License”). Pursuant to the Stock Purchase Agreement dated February 16, 2018, by and among OHCP Northeastern Fiber Buyer Holdco, L.P. (“Transferor” or “Seller”), Transferor’s direct, wholly-owned subsidiary, OHCP Northeastern Fiber Buyer, Inc. (“NFB”), and Transferee’s indirect, wholly-owned subsidiary, 1 TVC and its affiliates provide services under the brand name “FirstLight Fiber”.

Flight Bidco, Inc. (“Flight Bidco” or “Buyer”), Flight Bidco will acquire from Transferor 100- percent of the outstanding equity securities of NFB and, therefore, indirect control of Licensee (the “Proposed Transaction”). Immediately following the closing of the Proposed Transaction, Flight Bidco will merge with and into NFB, with NFB continuing as the surviving entity in the merger. Following the closing of the Proposed Transaction and the post-closing intra-corporate merger, NFB will be directly owned 100-percent by Flight Intermediate Holdco Inc., a Delaware corporation (“FIH”). FIH is directly 100-percent owned by Flight Holdco Inc., a Delaware corporation (“Flight Holdco”), which in turn is directly owned 100-percent by Transferee. Upon completion of the Proposed Transaction, TVC will be a wholly-owned subsidiary of NFB (directly) and of Transferee (indirectly). Transferee (the “Controlling U.S. Parent of Licensee”) is a Delaware limited partnership formed for the purpose of acquiring NFB and its subsidiaries, including the Licensee. Transferee will be directly owned by three private equity funds: Antin Infrastructure Partners III FPCI (“Antin III France”), a French fonds professionnel de capital investissement; Antin Infrastructure Partners III L.P. (“Antin III UK”), a limited partnership under the laws of England and Wales, (Antin III France and Antin III UK, together, “Antin III”); and Flight Co-Invest LP, also a limited partnership under the laws of England and Wales (Antin III and Flight Co-Invest LP, together, the “Funds”). Transferee is controlled by Antin III; Flight Co-Invest LP’s interest is only economic. Antin III France is managed by Antin Infrastructure Partners S.A.S. (“Antin France”), a French simplified joint-stock company. Antin III UK is managed by Antin Infrastructure Partners UK Limited (“Antin UK”), a UK limited company, and Antin Infrastructure Partners Luxembourg GP, Sarl (“Antin Luxembourg GP”). Antin France, Antin UK, and Antin Luxembourg GP 2

collectively are known as “Antin Infrastructure Partners,” a European private equity firm based in Paris, London, and Luxembourg, which is focused on infrastructure investments in the telecommunications, energy and environment, transportation, and social sectors. Antin III France and Antin III UK are jointly controlled by Antin Infrastructure Partners.2 Antin Infrastructure Partners has considerable experience and expertise in owning and operating fiber-optic networks and providing connectivity for business customers. As an example, Antin Infrastructure Partners manages another fund, “Antin II”, which holds a controlling investment in Eurofiber, the largest independent provider of fixed telecom infrastructure dedicated to business customers in Belgium and the Netherlands. The Antin III Funds, the third fund managed by Antin Infrastructure Partners, are investing indirectly in the Licensee and its affiliates. The Antin III Funds are not currently invested in any Commission licensee, authorization holder or any provider of telecommunications service. As noted above, Transferee is directly owned by the Funds and controlled by Antin III: Antin III holds the majority of limited partnership and economic interests in Transferee and exercises voting control over Transferee through its control of the board of managers of Transferee’s General Partner, Flight Group Holdings GP LLC (“Flight Group LLC”), a Delaware limited liability company, which holds 100-percent of the voting interests in Transferee. Flight Group LLC is governed by a board of managers, which consists of two managers (who are appointed and controlled by Antin III). The current managers are: (i) Mélanie Sengel Biessy, a 2 References herein to Antin Infrastructure Partners pertain solely to Antin France, Antin UK and Antin Luxembourg GP and there are no other entities in the vertical ownership and control chain above Antin France and Antin UK. 3


Document Created: 2018-07-09 17:53:24
Document Modified: 2018-07-09 17:53:24
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