Public Notice TEL01845S

Accepted for Filing Streamlined Public Notice

International Telecommunications

2017-04-21

FCC.report > IB > Public Notices > TEL01845S

7 Filings Included [expand]

IBFS_PN_1210306

PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 12th STREET S.W. WASHINGTON D.C. 20554 News media information 202-418-0500 Internet: http://www.fcc.gov (or ftp.fcc.gov) TTY (202) 418-2555 Report No. TEL-01845S Friday April 21, 2017 Streamlined International Applications Accepted For Filing Section 214 Applications (47 C.F.R. § 63.18) Unless otherwise specified, the following procedures apply to the applications listed below: The international Section 214 applications listed below have been found, upon initial review, to be acceptable for filing and subject to the streamlined processing procedures set forth in Section 63.12 of the Commission's rules, 47 C.F.R. § 63.12. These applications are for authority under Section 214 of the Communications Act, 47 U.S.C. § 214(a), to transfer control of an authorized carrier or to assign a carrier's existing authorization; and/or (b) to become a facilities-based international common carrier; and/or (c) to become a resale-based international common carrier. Pursuant to Section 63.12 of the rules, these Section 214 applications will be granted 14 days after the date of this public notice (see 47 C.F.R. § 1.4 regarding computation of time), and the applicant may commence operations on the 15th day, unless the Commission has informed the applicant in writing, within 14 days after the date of this public notice, that the application, on further examination, has been deemed ineligible for streamlined processing. Pursuant to Section 1.1910(b)(2) of the rules, action will be withheld on any application by any entity found to be delinquent in its debts to the Commission. Applicants should check the Red Light Display System's website at www.fcc.gov/redlight to determine if they are delinquent in a debt to the Commission and for information on how to pay the debt. Communications between outside parties and Commission staff concerning these applications are permitted subject to the Commission's rules for "permit-but-disclose proceedings." See 47 C.F.R. § 1.1206. An application can be removed from streamlined processing only in the sound discretion of Commission staff. The filing of comments or a petition to deny will not necessarily result in an application being deemed ineligible for streamlined processing. Copies of all applications listed here are available for public inspection in the FCC Office of Public Affairs Reference and Information Center, located in room CY-A257 at the Portals 2 building, 445 12th Street SW, Washington DC 20554. The center can be contacted at (202) 418-0270. People with Disabilities: To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at 202-418-0530 (voice), 1-888-835-5322 (tty). All applications listed are subject to further consideration and review, and may be returned and/or dismissed if not found to be in accordance with the Commission's rules, regulations, and other requirements. We request that comments on any of these applications refer to the application file number shown below. ITC-214-20150615-00314 E Hunter Communications Inc International Telecommunications Certificate Service(s): Individual Switched Resale Service Application for authority to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. § 63.18(e)(2). Page 1 of 4

ITC-T/C-20170324-00051 E Benchmark Communications, LLC d/b/a Com One Transfer of Control Current Licensee: Benchmark Communications, LLC d/b/a Com One FROM: Hunt Telecommunications, LLC TO: Uniti Group Inc. Application filed for consent to the transfer of control of Benchmark Communications LLC (Benchmark), which holds international section 214 authorization, ITC-214-20041005-00393, from Hunt Telecommunications, LLC (Hunt) to Uniti Group Inc. f/k/a Communications Sales & Leasing, Inc. (Uniti Group). Hunt holds a 50% interest in Benchmark. Crescent Affiliates, Inc. holds the other 50% interest and its interest in Benchmark will not be changed by this transaction. Pursuant to a February 22, 2017 agreement and plan of merger, Hunt will merge into Yacht Merger Sub L.L.C., an indirect wholly-owned subsidiary of Uniti Group, with Hunt being the surviving entity. Hunt with thus become an indirect wholly-owned subsidiary of Uniti Group and Uniti Group will have an indirect 50% ownership interest in Benchmark through Hunt. Upon closing, Hunt will become the direct wholly-owned subsidiary of Uniti Holdings LP. Uniti Holdings GP, LLC is the general partner for Uniti Holdings LP. New OP, LP, has a 100% interest directly in Uniti Holdings LP and indirectly through Uniti Holdings GP, LLC. Uniti Group, a publicly traded Maryland corporation, holds a 100% direct and indirect interest in New OP, LP. (99% direct interest New OP, LP and a 1% indirect interest through its wholly-owned subsidiary, New LP LLC). No other individuals or entities will have a ten percent or great direct or indirect equity or voting interest in Hunt. ITC-T/C-20170324-00052 E Hunt Telecommunications, LLC Transfer of Control Current Licensee: Hunt Telecommunications, LLC FROM: Hunt Telecommunications, LLC TO: Uniti Group Inc. Application filed for consent to the transfer of control of Hunt Telecommunications, LLC (Hunt), which holds international section 214 authorization, ITC-214-20140114-00010, to Uniti Group Inc. f/k/a Communications Sales & Leasing, Inc. (Uniti Group). Pursuant to a February 22, 2017 agreement and plan of merger, Hunt will merge into Yacht Merger Sub L.L.C., an indirect wholly-owned subsidiary of Uniti Group, with Hunt being the surviving entity. Hunt with thus become an indirect wholly-owned subsidiary of Uniti Group. Upon closing, Hunt will become the direct wholly-owned subsidiary of Uniti Holdings LP. Uniti Holdings GP, LLC is the general partner for Uniti Holdings LP. New OP, LP, has a 100% interest directly in Uniti Holdings LP and indirectly through Uniti Holdings GP, LLC. Uniti Group, a publicly traded Maryland corporation, holds a 100% direct and indirect interest in New OP, LP. (99% direct interest New OP, LP and a 1% indirect interest through its wholly-owned subsidiary, New LP LLC). No other individuals or entities will have a ten percent or great direct or indirect equity or voting interest in Hunt. Page 2 of 4

ITC-T/C-20170328-00057 E Telxius Cable USA, Inc. Transfer of Control Current Licensee: Telxius Cable USA, Inc. FROM: Telefonica, S.A. TO: KKR Management LLC Application filed for consent to transfer certain negative control rights over Telxius Cable USA, Inc. (Telxius USA) which holds international section 214 authorizations, ITC-214-20040518-00203 and ITC-214-20080709-00314. Telxius USA is an indirect wholly-owned subsidiary of Telxius Telecom S.A.U. (Telxius Parent), which is a wholly-owned subsidiary of Telefonica, S.A. (Telefonica), a publicly-traded company on the Spain stock exchange. On February 20, 2017, Telefonica entered into a Sale and Purchase Agreement (Purchase Agreement) with Taurus Bidco S.a.r.l. (KKR Bidco), a Luxembourg company, whereby KKR Bidco will acquire from Telefonica a 24.8 percent equity and voting interest in Telxius Parent and certain negative control rights over Telxius Parent (Initial Investment Transaction). KKR Bidco is an investment company created to allow KKR Management LLC (KKR Management), a U.S. company, to invest in Telxius Parent. Under the Purchase Agreement's terms, there are options for KKR Bidco to acquire an additional 15.2 percent of the ordinary shares outstanding, bringing KKR Bidco's voting and equity interest in Telxius Parent to 40 percent (Subsequent Investment Transaction, together with the Initial Investment Transaction, the "Proposed Investment Transactions"). Telefonica will continue to own at least a 60 percent direct and indirect voting and equity interest in Telxius Parent and Telxius USA, respectively, and will retain de jure control. Telxius Parent, Telefonica, and KKR Bidco also entered into a Shareholders' Agreement, the provisions of which will become effective upon consummation of the Initial Investment Transaction. According to the Shareholders' Agreement that governs the respective rights of Telefonica and KKR Bidco, KKR Bidco will have certain rights beyond standard minority shareholder protections that allows KKR Bidco to veto certain Telxius Parent matters, including business plans, annual budgets, the ability to enter into contracts above a certain value threshold, ability to enter into related party transactions with Telefonica and its non-Telxius subsidiaries, and influence over the appointment, replacement, and removal of the CEO and CFO. Following consummation of either the Initial Investment Transaction or both of the Proposed Investment Transactions, the following individuals and entities will have a ten-percent-or-greater direct or indirect interest in the Telxius USA: (1) Telefonica International Wholesale Services America, S.A. (TIWS America), a Uruguay corporation (100% voting and equity); (2) Telxius Parent (100% voting and equity interest in TIWS America); (3) Telefonica (at least 60% voting and equity interest in Telxius Parent); (4) KKR Bidco (24.8% voting and equity interest in Telxius Parent after the Initial Proposed Transaction and a 40% interest if the Subsequent Investment Transaction is consummated); (5) Taurus Topco S.a.r.l., a Luxembourg company (KKR Topco) (100% voting and equity interest in KKR Bidco); and (6) KKR Taurus Aggregator L.P., a Canadian company (100% voting and equity interest in KKR Topco). The principal direct and indirect voting interests in KKR Taurus Aggregator L.P. are held by or through the following entities: (1) KKR Taurus Aggregator GP Limited, a Cayman Islands company (100% voting interest in KKR Taurus Aggregator L.P.); (2) KKR Global Infrastructure Investors II L.P., a Cayman Islands company (100% voting and equity interest in KKR Taurus Aggregator GP Limited); (3) KKR Associates Infrastructure II L.P., a Cayman Islands company (100% voting interest in KKR Global Infrastructure Investors II L.P.); (4) KKR Infrastructure II Limited, a Cayman Islands company (100% voting and 95% equity interest in KKR Associates Infrastructure II L.P.); (5) KKR Fund Holdings L.P., a Cayman Islands company (100% voting and equity interest in KKR Infrastructure II Limited); (6) KKR Fund Holdings GP Limited, a Cayman Islands company (100% voting interest in KKR Fund Holdings L.P.); (7) KKR Group Holdings L.P., a Cayman Islands company (100% voting and equity interest in KKR Fund Holdings GP Limited); (8) KKR Group Limited, a Cayman Islands company (100% voting interest in KKR Group Holdings L.P.); (9) KKR & Co. L.P., a Delaware holding company (100% voting and equity interest in KKR Group Limited and a 100% indirect economic interest in KKR Group Holdings L.P.; and (10) KKR Management LLC, a Delaware corporation (100% voting interest and no economic interest in KKR & Co. L.P. No other entity will hold a 10-percent-or-greater direct or indirect equity interest in Telxius USA as a consequence of the Initial Investment Transaction, or of both Proposed Investment Transactions. Telxius USA agrees to continue to be classified as dominant carriers on the following routes pursuant to section 63.10 of the Commission's rules, 47 C.F.R. § 63.10: the U.S.- Argentina, U.S.-Brazil, U.S.-Chile, U.S.-Colombia, U.S-Peru and U.S.-Spain routes. Page 3 of 4

ITC-T/C-20170328-00058 E Telxius Cable Puerto Rico, Inc. Transfer of Control Current Licensee: Telxius Cable Puerto Rico, Inc. FROM: Telefonica, S.A. TO: KKR Management LLC Application filed for consent to transfer certain negative control rights over Telxius Cable Puerto Rico, Inc. (Telxius Puerto Rico) which holds international section 214 authorizations, ITC-214-20040518-00203 and ITC-214-20080709-00314. Telxius Puerto Rico is an indirect wholly-owned subsidiary of Telxius Telecom S.A.U. (Telxius Parent), which is a wholly-owned subsidiary of Telefonica, S.A. (Telefonica), a publicly-traded company on the Spain stock exchange. On February 20, 2017, Telefonica entered into a Sale and Purchase Agreement (Purchase Agreement) with Taurus Bidco S.a.r.l. (KKR Bidco), a Luxembourg company, whereby KKR Bidco will acquire from Telefonica a 24.8 percent equity and voting interest in Telxius Parent and certain negative control rights over Telxius Parent (Initial Investment Transaction). KKR Bidco is an investment company created to allow KKR Management LLC (KKR Management), a U.S. company, to invest in Telxius Parent. Under the Purchase Agreement's terms, there are options for KKR Bidco to acquire an additional 15.2 percent of the ordinary shares outstanding, bringing KKR Bidco's voting and equity interest in Telxius Parent to 40 percent (Subsequent Investment Transaction, together with the Initial Investment Transaction, the "Proposed Investment Transactions"). Telefonica will continue to own at least a 60 percent direct and indirect voting and equity interest in Telxius Parent and Telxius Puerto Rico, respectively, and will retain de jure control. Telxius Parent, Telefonica, and KKR Bidco also entered into a Shareholders' Agreement, the provisions of which will become effective upon consummation of the Initial Investment Transaction. According to the Shareholders' Agreement that governs the respective rights of Telefonica and KKR Bidco, KKR Bidco will have certain rights beyond standard minority shareholder protections that allows KKR Bidco to veto certain Telxius Parent matters, including business plans, annual budgets, the ability to enter into contracts above a certain value threshold, ability to enter into related party transactions with Telefonica and its non-Telxius subsidiaries, and influence over the appointment, replacement, and removal of the CEO and CFO. Following consummation of either the Initial Investment Transaction or both of the Proposed Investment Transactions, the following individuals and entities will have a ten-percent-or-greater direct or indirect interest in the Telxius Puerto Rico: (1) Telefonica International Wholesale Services America, S.A. (TIWS America), a Uruguay corporation (100% voting and equity); (2) Telxius Parent (100% voting and equity interest in TIWS America); (3) Telefonica (at least 60% voting and equity interest in Telxius Parent); (4) KKR Bidco (24.8% voting and equity interest in Telxius Parent after the Initial Proposed Transaction and a 40% interest if the Subsequent Investment Transaction is consummated); (5) Taurus Topco S.a.r.l., a Luxembourg company (KKR Topco) (100% voting and equity interest in KKR Bidco); and (6) KKR Taurus Aggregator L.P., a Canadian company (100% voting and equity interest in KKR Topco). The principal direct and indirect voting interests in KKR Taurus Aggregator L.P. are held by or through the following entities: (1) KKR Taurus Aggregator GP Limited, a Cayman Islands company (100% voting interest in KKR Taurus Aggregator L.P.); (2) KKR Global Infrastructure Investors II L.P., a Cayman Islands company (100% voting and equity interest in KKR Taurus Aggregator GP Limited); (3) KKR Associates Infrastructure II L.P., a Cayman Islands company (100% voting interest in KKR Global Infrastructure Investors II L.P.); (4) KKR Infrastructure II Limited, a Cayman Islands company (100% voting and 95% equity interest in KKR Associates Infrastructure II L.P.); (5) KKR Fund Holdings L.P., a Cayman Islands company (100% voting and equity interest in KKR Infrastructure II Limited); (6) KKR Fund Holdings GP Limited, a Cayman Islands company (100% voting interest in KKR Fund Holdings L.P.); (7) KKR Group Holdings L.P., a Cayman Islands company (100% voting and equity interest in KKR Fund Holdings GP Limited); (8) KKR Group Limited, a Cayman Islands company (100% voting interest in KKR Group Holdings L.P.); (9) KKR & Co. L.P., a Delaware holding company (100% voting and equity interest in KKR Group Limited and a 100% indirect economic interest in KKR Group Holdings L.P.; and (10) KKR Management LLC, a Delaware corporation (100% voting interest and no economic interest in KKR & Co. L.P. No other entity will hold a 10-percent-or-greater direct or indirect equity interest in Telxius Puerto Rico as a consequence of the Initial Investment Transaction, or of both Proposed Investment Transactions. Telxius Puerto Rico agrees to continue to be classified as dominant carriers on the following routes pursuant to section 63.10 of the Commission's rules, 47 C.F.R. § 63.10: the U.S.- Argentina, U.S.-Brazil, U.S.-Chile, U.S.-Colombia, U.S-Peru and U.S.-Spain routes. INFORMATIVE ITC-214-20170323-00053 Liberty Cablevision of Puerto Rico, LLC This application has been removed from Streamlined processing pursuant to Section 63.12(c)(3) of the Commission's rules. ITC-T/C-20170302-00027 LUMOS NETWORKS OPERATING COMPANY This application has been removed from Streamlined processing pursuant to Section 63.12(c)(3) of the Commission's rules. REMINDERS: Applicants must certify that neither the applicant nor any party to the application is subject to a denial of federal benefits by federal and/or state courts under authority granted in 21 U.S.C. § 862. See 47 C.F.R. §§ 1.2001-.2003. Page 4 of 4


Document Created: 2017-04-20 17:42:54
Document Modified: 2017-04-20 17:42:54
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