Attachment Delta STA Grant.pdf

Delta STA Grant.pdf

DECISION submitted by FCC

STA Grant

2018-11-29

This document pretains to ITC-T/C-20181128-00223 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2018112800223_1584631

Streamlined ITC-STA-201 81112-00210 1B201 8010213 Delta Communications Beforethe NflV 2g2018 : n-c -rfc - - oca. s FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 InternatIonal Bureau In the Matter of ) ) DELTA COMMUNICATIONS, L.L.C. ) WC Docket No. DIB/A CLEARWAVE COMMUNICATIONS, ) Transferor ) ITC-STA-2018____________ and Granted ) CABLE ONE, INC., ) date: J-4vbe.f 29 IJI Transferee ) authorized by: RIccornnlg,qJw,5 ) “ I1cir bIVSID’) innd1.cI T3vrçv Application for Consent for Transfer of ) Control pursuant to Section 214 of the signature Communications Act of 1934, as Amended ) p;sMy .21,.ael9 REQUEST FOR SPECIAL TEMPORARY AUTHORITY Concurrently with this Request for Special Temporary Authority (“STA”), Delta Communications, L.L.C. d/b/a Clearwave Communications (“Clearwave”) and Cable One, Inc. (“Cable One”) (Clearwave and Cable One collectively, the “Applicants”) are filing a Joint Application with the Federal Communications Commission (“Commission”) for authority to transfer control of Clearwave to Cable One pursuant to 47 U.S.C. § 214 and 47 C.F.R. § 1.763, 63.03, 63.04, 63.18, and 63.24 (the “Application”). The Applicants hereby respectfully submit this STA request pursuant to 47 U.S.C. § 214 and 47 C.F.R. § 63.04 and 63.24 to permit Clearwave to continue its interstate and international telecommunications operations under its existing ownership pending approval of the Application. As described in the Application, Clearwave holds blanket domestic Section 214 authority and global Section 214 authority to provide international facilities-based and resale services.1 lB File No. ITC-214-20021022-00509; FCC filer ID 819867.

Clearwave also is a recipient of funds under the National Telecommunications and hiformation 2 Administration (“NIIA”) Broadband Technology Opportunities Program (“BTOP”) and the Commission’s rural broadband experiments (“RBE”) program.3 In preparation for the transfer of control transaction described in the Application, Clearwave discovered that it did not seek prior Commission approval of a 2011 private equity investment in the company. Specifically, SCP Clearwave LLC (“SCP”), an Arkansas limited liability company and subsidiary of Stephens Capital Partners, acquired a 70.9% interest in Clearwave in 2011. Since then, SCP’s interest in Clearwave has increased to 83.1%. The remaining interest in Clearwave is held by various individuals, none of which hold a ten percent (10%) or greater interest in Clearwave. Clearwave disclosed the SCP ownership interest to the Commission in 2014 when it filed its application for participation in the Commission’s RBE program.4 Stephens Capital Partners and its subsidiaries hold investments in other telecommunications entities. There are five (5) Stephens family trusts that own ten percent (10%) or more of SCP: (1) Harriet Calhoun Stephens Trust UID 3/22/84; (2) Warren A. Stephens Trust UD 9/30/87; (3) Miles Stephens WHCT Trust UD 9/30/87; (4) John Calhoun Stephens WHCT Trust UTD 9/30/87; and (5) Laura W. Stephens WHCT Trust UTD 9/30/87. All ownership of SCP is U.S.-based. The address of SCP and the other Stephens Capital Partners entities is 111 Center Street, Suite 1600, Little Rock, Arkansas 72201. 2 https://www2.nüa.doc.gov/files/grantees/deltacommunications.pdf. Rural Broadband Experiment Support Authorized for Ten Winning Bids for Skybeam, LLC, Consolidated Communications Networks, Inc., Delta Communications LLC, and Allamakee-Clayton Electric Cooperative, Inc., 30 FCC Rcd 8283 (2015). 4 See supra n.3. 2

Grant of this STA will serve the public interest.5 The STA is needed to allow Clearwave to continue to operate pending Commission action on the Application. Clearwave is an active telecommunications carrier providing telecommunications services to carriers and business customers in the state of Illinois. As such, grant of the STA will permit the uninterrupted provision of services to the existing customers of Clearwave. The Applicants have acted in good faith to notify the Commission of this oversight, and upon completion of the transaction described in the Application and Commission approval, Clearwave will be one-hundred percent (100%) owned by Cable One. Cable One has a long history of compliance with Commission rules, and maintains internal personnel and external regulatory counsel to oversee compliance with Commission requirements.6 The Applicants request the grant of STA remain in effect for at least sixty (60) days, or until the Application is approved, whichever is longer. The Applicants acknowledge that the grant of STA will not prejudice any action the Commission may take on the Application, and the STA can be revoked by the Commission upon its own motion without a hearing. 47 U.S.C. § 214(a) (Commission may permit temporary operation when present or future public convenience and necessity requires). 6 The Commission has granted STAs in similar factual circumstances. See, e.g., wc Docket Nos. 06-192, 07-115, 08-177, 13-265, 17-309, 17-322; File Nos. ITC-STA-20 I 00701-00268; ITC-STA-20 180718-00146. 3

WHEREFORE, for the forgoing reasons, the Applicants respectfully request that the Commission act expeditiously to grant the requested STA pending approval of the Application. Respectfully submitted, DELTA COMMUNICATIONS, L.L.C. CABLE ONE, INC. /s/ Matthew Dement /s/ Steven S. Cochran Matthew Dement Steven S. Cochran President and Chief Executive Officer Senior Vice President and Chief Financial Delta Conununications, LL.C. Officer 2 N. Vine Street Cable One, Inc. Harrisburg, Illinois 62946 210 F. Earll Drive Phoenix, Arizona 85012 Allison D. Rule Chérie R. Kiser Marashlian & Donahue, PLLC Angela F. Collins The CommLaw Group Cahill Gordon & Reindel LLP 1420 Spring Hill Road 1990 K Street, N.W., Suite 950 Suite 401 Washington, D.C. 20006 McLean, VA 22102 202-862-8900 (telephone) 703-714-1312 (telephone) ckiser@cahill.com adr@commlawgroup.com acollins@cahill. corn Its Attorneys Its Attorneys Dated: November 12, 2018 4

STATE OF ILLINOIS § § ss: COUNTY OF SALINE § I VERIFICATION I, Matt Dement, state that I am the President & Chief Executive Officer of Delta Communications, LLC d/b/a Clearwave Communications (the “Company”); that I am authorized to make this Verification on behalf of the Company; that I have read the foregoing document; and that any statements in the foregoing document with respect to the Company, except as otherwise specifically attributed, are true and collect to the best of my knowledge, information, and belief. Matt Dement President & Chief Executive Officer Delta Communications, LLC d/b/a Clearwave Communications Sworn and subscribed before me this day of November 2018. •LJ(y JP LIJ Aji, Notary Public, State of Illinois Notar’ Public ssnt 11-03-2020 My commission expires ‘.3

STATE OF ARIZONA § § ss: COUNTY OF MARICOPA § VERIFICATION I, Steven S. Cochran, state that I am the Senior Vice President and Chief Financial Officer of Cable One, Inc. (the “Company”); that I am authorized to make this Verification on behalf of the Company and its affiliates; that I have read the foregoing document; and that any statements in the foregoing document with respect to the Company and its affiliates, except as otherwise specifically attributed, are true and correct to the best of my knowledge, information, and belief. Steven S. Cochran Senior Vice President and Chief Financial Officer Cable One, Inc. Sworn and subscribed before me this I tday of November 2012. Notary Public MARL\NNE Notary Pubc- State of Arizona My commission expires MARICOPACOUNtV My Commission Expires October 04, 2021


Document Created: 2018-11-30 18:46:28
Document Modified: 2018-11-30 18:46:28
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