Public Notice TEL01917

International Telecommunications

Action Taken Public Notice

2018-07-19

FCC.report > IB > Public Notices > TEL01917

17 Filings Included [expand]

IBFS_PN_1464943

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 DA No. 18-745 Report No. TEL-01917 Thursday July 19, 2018 International Authorizations Granted Section 214 Applications (47 C.F.R. §§ 63.18, 63.24); Section 310(b) Petitions (47 C.F.R. § 1.5000) The following applications have been granted pursuant to the Commission’s streamlined processing procedures set forth in Section 63.12 of the Commission’s rules, 47 C.F.R. § 63.12, other provisions of the Commission’s rules, or procedures set forth in an earlier public notice listing applications accepted for filing. Unless otherwise noted, these grants authorize the applicants (1) to become a facilities-based international common carrier subject to 47 C.F.R. § 63.22; and/or (2) to become a resale-based international common carrier subject to 47 C.F.R. § 63.23; or (3) to exceed the foreign ownership benchmark applicable to common carrier radio licensees under 47 U.S.C. § 310(b). THIS PUBLIC NOTICE SERVES AS EACH NEWLY AUTHORIZED CARRIER'S SECTION 214 CERTIFICATE. It contains general and specific conditions, which are set forth below. Newly authorized carriers should carefully review the terms and conditions of their authorizations. Failure to comply with general or specific conditions of an authorization, or with other relevant Commission rules and policies, could result in fines and forfeitures. Petitions for reconsideration under Section 1.106 or applications for review under Section 1.115 of the Commission's rules in regard to the grant of any of these applications may be filed within thirty days of this public notice (see 47 CFR § 1.4(b)(2)). For additional information, please contact the FCC Reference and Information Center, Room CY-A257, 445 12th Street SW, Washington, D.C. 20554, (202) 418-0270. Page 1 of 14

ISP-PDR-20180319-00001 E TVC Albany, Inc. Petition for Declaratory Ruling Grant of Authority Date of Action: 07/11/2018 TVC Albany, Inc. (TVC) and Flight Group Holdings LP (Flight Group LP and, together with TVC, Petitioners) have filed a petition for declaratory ruling (Petition), pursuant to section 1.5000(a)(1) of the Commission's rules, 47 CFR § 1.5000(a)(1), to permit foreign ownership of TVC in excess of the 25 percent benchmark in section 310(b)(4) of the Communications Act of 1934, as amended (the "Act"), 47 U.S.C. § 310(b)(4). TVC and Flight Group LP filed the petition in connection with the proposed transfer of control of TVC and affiliated telecommunications service providers operating under the FirstLight brand (the "Authority Holders") from OHCP Northeastern Fiber Buyer Holdco, L.P. (OHCP) to Flight Group LP. TVC, a Delaware corporation, holds a nationwide common carrier wireless license, Call Sign WQLH897, in the 3650-3700 MHz band. See ULS File No. 0008139073. (See also WC Docket No. 18-83; ITC-T/C-20180319-00055, -00056, -00058,-00059, -00060). Upon consummation of the proposed transaction, TVC's existing 100% direct parent company, OHCP Northeastern Fiber Buyer, Inc. (NFB), will be indirectly wholly owned by Flight Group LP, a Delaware limited partnership, through two intervening holding companies formed in Delaware. Petitioners explain that Flight Group LP has been formed for the purpose of acquiring the Authority Holders, including TVC, and is directly owned in majority part (98.1% equity) by three private equity funds that hold the following limited partnership interests: Antin Infrastructure Partners III, FPCI (Antin III France) (39.1% equity), Antin Infrastructure Partners III, L.P. (Antin III UK) (28.9% equity), and Flight Co-Invest LP (Flight Co-Invest) (30.1% equity). Antin III UK and Flight Co-Invest LP are limited partnerships formed under the laws of England and Wales while Antin III France is organized in France. The general partner of Flight Group LP is Flight Group Holdings GP LLC (Flight Group GP), a Delaware limited liability company. According to the Petition, Antin III France and Antin III UK jointly control Flight Group LP through their joint control of Flight Group GP's board of managers (which consists of Melanie Sengel Biessy, a French citizen, and Jackson Liam Hall, a U.K. and Canadian citizen). The Petition states that Flight Co-Invest's interest in Flight Group LP is only economic: it will have no management or other governance rights in Flight Group LP. Petitioners state that the total economic interest in Antin III France and Antin III UK is held broadly: no investor in Antin III France or Antin III UK holds, directly or indirectly, a 10% or greater equity or voting interest in Flight Group LP, and all investors are insulated within the meaning of section 1.5003 of the Commission's rules. Petitioners also state that none of the limited partners of Flight Co-Invest holds, directly or indirectly, a 10% or greater equity or voting interest in Flight Group LP; all limited partners of Flight Co-Invest are insulated; and none will be employed by or have any role in the management of Flight Group LP or the Authority Holders. According to Petitioners, Antin III France and Antin III UK are jointly controlled, through governance, management and advisory agreements, by Antin Infrastructure Partners S.A.S. (Antin France), Antin Infrastructure Partners UK Limited (Antin UK), and Antin Infrastructure Partners Luxembourg GP Sarl (Antin Luxembourg GP), which is wholly owned by Antin UK. Flight Co-Invest has the same control structure as Antin III UK: Antin UK is the authorized manager and Antin Luxembourg GP is the general partner of Antin III UK and of Flight Co-Invest. Antin France, Antin UK and Antin Luxembourg GP 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. All investment decisions relating to Antin III France and Antin III UK are made by Antin France and Antin UK's respective investment committees, which are comprised of the same nine (9) individuals that own Antin France and Antin UK, along with two (2) non-equity partners of Antin France and Antin UK that are expected to receive shares in both entities in a future capital share increase. The nine (9) current shareholders of Antin France and Antin UK, who also serve on their respective investment committees are: Melanie Biessy (France), Mauricio Bolana (Spain/Uruguay), Mark Crosbie (U.K.), Stephane Ifker (France), Sebastien Lecaudey (France), Alban Lestiboudois (France), Alain Rauscher (France), Angelika Schochlin (Germany), and Simon Soder (Sweden/Australia). The two current non-equity partners expected to become equity partners and that currently serve on the investment committees are Nicolas Mallet (France), and Kevin Scott Genieser (U.S.). Members of the Antin investment committees must act in concert with respect to matters for both Antin France and Antin UK. All of the investment committees' decisions are made by majority vote, with the vote of each member having equal weight, which majority vote must also have the vote of two founding members and individual shareholders of Antin Infrastructure Partners, Mark Crosbie and Alain Rauscher. As such, Messrs. Crosbie and Rauscher each has negative control rights over all investment decisions relating to Antin III France and Antin III UK and, in turn, over Flight Group LP and, upon closing, the Authorization Holders, including TVC. Pursuant to the rules and policies established by the Commission's Foreign Ownership Second Report and Order in IB Docket No. 11-133, FCC 13-50, 28 FCC Rcd 5741 (2013), as amended in GN Docket No. 15-236, FCC 16-128, 31 FCC Rcd 11272 (2016), we find that the public interest would not be served by prohibiting foreign ownership of TVC in excess of the 25 percent benchmark in section 310(b)(4) of the Act. This ruling authorizes aggregate foreign ownership of TVC's controlling U.S.-organized parent, OHCP, to exceed, directly and/or indirectly, 25 percent of its equity and/or voting interests, subject to the terms and conditions set forth in section 1.5004 of the Commission's rules, 47 CFR § 1.5004, including the requirement to obtain Commission approval before foreign ownership of TVC exceeds the terms and conditions of this ruling. Specifically, this ruling approves direct or indirect foreign equity and/or voting interests in OHCP as follows: Antin Infrastructure Partners III FPCI (39.1% equity and 100% voting interest); Antin Infrastructure Partners III L.P. (28.9% equity and 100% voting interest); Antin Infrastructure Partners Luxembourg GP, Sarl (0% equity and 100% voting interest); Antin Infrastructure Partners U.K. Limited (0% equity and 100% voting interest); Antin Infrastructure Partners S.A.S. (0% equity and 100% voting interest); Flight Co-Invest LP (30.1% equity and voting interest); Melanie Biessy (0% equity and 100% voting interest); Mauricio Bolana (0% equity and 100% voting interest); Mark Crosbie (0% equity and 100% voting interest); Page 2 of 14

Stephane Ifker (0% equity and 100% voting interest); Sebastien Lecaudey (0% equity and 100% voting interest); Alban Lestiboudois (0% equity and 100% voting interest); Alain Rauscher (0% equity and 100% voting interest); Angelika Schochlin (0% equity and 100% voting interest); Simon Soder (0% equity and 100% voting interest); Nicolas Mallet (0% equity and 100% voting interest); and Jackson Liam Hall (0% equity and 100% voting interest). TVC has an affirmative duty to monitor its foreign equity and voting interests, calculate these interests consistent with the principles enunciated by the Commission, including the standards and criteria set forth in sections 1.5002 through 1.5003 of the Commission's rules, 47 CFR §§ 1.5002-1.5003, and otherwise ensure continuing compliance with the provisions of section 310(b) of the Act. See 47 CFR § 1.5004, Note to paragraph (a). We grant the Petition to Adopt Conditions to Authorizations and Licenses (Petition to Adopt Conditions) filed by the Department of Justice (DOJ), with the concurrence of the Department of Homeland Security and the U.S. Department of Defense, on July 9, 2018 to: (1) remove the existing conditions to comply with an April 28, 2014, letter from Oxford Network Holdings, Inc. and Oxford County Telephone & Telegraph Company to the DOJ in relation to IBFS File Nos. ITC-214-19961216-00630 and ITC-214-19970902-00523 (see ITC-T/C-20160708-00185, -00186, and ITC-T/C-20140116-00023); and (2) condition our consent to the Petition on compliance by Flight Group LP and its parent entities, NFB, Antin III France, and Antin III UK, with the commitments and undertakings set forth in the July 9, 2018, Letter of Agreement (LOA) from Kurt Van Wagenen, President, OHCP Northeastern Fiber Buyer, Inc., et al., to Mr. John C. Demers, Assistant Attorney General for National Security, DOJ. A failure to comply and/or remain in compliance with any of these commitments and undertakings shall constitute a failure to meet a condition of this ruling and the underlying licenses and thus grounds for declaring them terminated without further action on the part of the Commission. Failure to meet a condition of this ruling may also result in monetary sanctions or other enforcement action by the Commission. A copy of the Petition to Adopt Conditions and the LOA are publicly available and may be viewed on the FCC website through the International Bureau Filing System (IBFS) by searching for ISP-PDR-20180319-00001 and accessing "Other filings related to this application" from the Document Viewing area. Grant of this declaratory ruling is without prejudice to the Commission's action on any other related pending application(s). Page 3 of 14

ITC-T/C-20180319-00055 E ION HoldCo, LLC Transfer of Control Grant of Authority Date of Action: 07/11/2018 Current Licensee: ION HoldCo, LLC FROM: OHCP Northeastern Fiber Buyer Holdco, L.P. TO: Flight Group Holdings LP Application filed for consent to the transfer of control of ION Holdco, LLC (ION), which holds international section 214 authorization ITC-214-20070426-00164, from its 100 percent indirect parent, OHCP Northeastern Fiber Buyer Holdco, L.P. (Transferor) to Flight Group Holdings LP (Flight Group LP or Transferee). ION and affiliated entities (collectively, the Authority Holders) provide telecommunications services under the FirstLight brand in eight states and are the subject of associated applications to transfer control of domestic and international section 214 authorizations and wireless licenses. See ITC-T/C-20180319-00056, -00058,-00059, -00060; WC Docket No. 18-83; and ULS File No. 0008139073. Pursuant to the terms of a stock purchase agreement dated February 16, 2018, between Transferor, its wholly-owned subsidiary, OHCP Northeastern Fiber Buyer, Inc. (NFB), a Delaware corporation, and Flight Group LP's indirect, wholly-owned subsidiary, Flight Bidco, Inc. (Flight Bidco), a Delaware corporation, Flight Bidco will acquire from Transferor 100 percent of NFB's outstanding equity securities. Immediately upon closing of the stock acquisition, Flight Bidco will merge with and into NFB, with NFB continuing as the surviving entity. Post-transaction, NFB will be 100 percent directly owned by Flight Intermediate Holdco Inc., a Delaware corporation (FIH). FIH is 100 percent directly owned by Flight Holdco Inc., a Delaware corporation, which is, in turn, 100 percent directly owned by the transferee, Flight Group LP. Applicants explain that Flight Group LP has been formed for the purpose of acquiring the Authority Holders and is directly owned in majority part (98.1% equity) by three private equity funds that hold the following limited partnership interests: Antin Infrastructure Partners III, FPCI (Antin III France) (39.1% equity), Antin Infrastructure Partners III, L.P. (Antin III UK) (28.9% equity), and Flight Co-Invest LP (Flight Co-Invest) (30.1% equity). Antin III UK and Flight Co-Invest LP are limited partnerships formed under the laws of England and Wales while Antin III France is organized in France. The general partner of Flight Group LP is Flight Group Holdings GP LLC (Flight Group GP), a Delaware limited liability company. According to the Petition, Antin III France and Antin III UK jointly control Flight Group LP through their joint control of Flight Group GP's board of managers (which consists of Melanie Sengel Biessy, a French citizen, and Jackson Liam Hall, a U.K. and Canadian citizen). Applicants state that Flight Co-Invest's interest in Flight Group LP is only economic: it will have no management or other governance rights in Flight Group LP. According to the Application, the total economic interest in Antin III France and Antin III UK is held broadly: no investor in Antin III France or Antin III UK holds, directly or indirectly, a 10% or greater equity or voting interest in Flight Group LP. Similarly, none of the limited partners of Flight Co-Invest holds, directly or indirectly, a 10% or greater equity or voting interest in Flight Group LP. Applicants explain that Antin III France and Antin III UK are jointly controlled, through governance, management and advisory agreements, by Antin Infrastructure Partners S.A.S. (Antin France), Antin Infrastructure Partners UK Limited (Antin UK), and Antin Infrastructure Partners Luxembourg GP Sarl (Antin Luxembourg GP), which is wholly owned by Antin UK. Flight Co-Invest has the same control structure as Antin III UK: Antin UK is the authorized manager and Antin Luxembourg GP is the general partner of Antin III UK and of Flight Co-Invest. Antin France, Antin UK and Antin Luxembourg GP 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. All investment decisions relating to Antin III France and Antin III UK are made by Antin France and Antin UK's respective investment committees, which are comprised of the same nine (9) individuals that own Antin France and Antin UK, along with two (2) non-equity partners of Antin France and Antin UK that are expected to receive shares in both entities in a future capital share increase. The nine (9) current shareholders of Antin France and Antin UK, who also serve on their respective investment committees are: Melanie Biessy (France), Mauricio Bolana (Spain/Uruguay), Mark Crosbie (U.K.), Stephane Ifker (France), Sebastien Lecaudey (France), Alban Lestiboudois (France), Alain Rauscher (France), Angelika Schochlin (Germany), and Simon Soder (Sweden/Australia). The two current non-equity partners expected to become equity partners and that currently serve on the investment committees are Nicolas Mallet (France), and Kevin Scott Genieser (U.S.). Members of the Antin investment committees must act in concert with respect to matters for both Antin France and Antin UK. All of the investment committees' decisions are made by majority vote, with the vote of each member having equal weight, which majority vote must also have the vote of two founding members and individual shareholders of Antin Infrastructure Partners, Mark Crosbie and Alain Rauscher. As such, Messrs. Crosbie and Rauscher each has negative control rights over all investment decisions relating to Antin III France and Antin III UK and, in turn, over Flight Group LP and, upon closing, the Authorization Holders, including ION. We grant the Petition to Adopt Conditions to Authorizations and Licenses (Petition) filed by the Department of Justice (DOJ), with the concurrence of the Department of Homeland Security and the U.S. Department of Defense, on July 9, 2018 to: (1) remove the existing conditions to comply with an April 28, 2014, letter from Oxford Network Holdings, Inc. and Oxford County Telephone & Telegraph Company to the DOJ in relation to IBFS File Nos. ITC-214-19961216-00630 and ITC-214-19970902-00523 (see ITC-T/C-20160708-00185, -00186, and ITC-T/C-20140116-00023); and (2) condition our consent to the Petition on compliance by Flight Group LP and its parent entities, NFB, Antin III France, and Antin III UK, with the commitments and undertakings set forth in the July 9, 2018, Letter of Agreement (LOA) from Kurt Van Wagenen, President, OHCP Northeastern Fiber Buyer, Inc., et al., to Mr. John C. Demers, Assistant Attorney General for National Security, DOJ. A failure to comply and/or remain in compliance with any of these commitments and undertakings shall constitute a failure to meet a condition of the underlying authorizations and thus grounds for declaring the authorization terminated without further action on the part of the Commission. Failure to meet a condition of the authorization may also result in monetary sanctions or other enforcement action by the Commission. A copy of the Petition and the LOA are publicly available and may be viewed on the FCC website through the International Bureau Filing System (IBFS) by searching for ITC-T/C-20180319-00055 and accessing "Other filings related to this application" from the Document Viewing area. This authorization is without prejudice to the Commission's action in any other related pending proceedings. Page 4 of 14

ITC-T/C-20180319-00056 E National Mobile Communications Corporation Transfer of Control Grant of Authority Date of Action: 07/11/2018 Current Licensee: National Mobile Communications Corporation FROM: OHCP Northeastern Fiber Buyer Holdco, L.P. TO: Flight Group Holdings LP Application filed for consent to the transfer of control of National Mobile Communications Corporation (NMCC), which holds international section 214 authorization ITC-214-2050422-00566, from its 100 percent indirect parent, OHCP Northeastern Fiber Buyer Holdco, L.P. (Transferor) to Flight Group Holdings LP (Flight Group LP or Transferee). NMCC and affiliated entities (collectively, the Authority Holders) provide telecommunications services under the FirstLight brand in eight states and are the subject of associated applications to transfer control of domestic and international section 214 authorizations and wireless licenses. See ITC-T/C-20180319-00055, -00058,-00059, -00060; WC Docket No. 18-83; and ULS File No. 0008139073. Pursuant to the terms of a stock purchase agreement dated February 16, 2018, between Transferor, its wholly-owned subsidiary, OHCP Northeastern Fiber Buyer, Inc. (NFB), a Delaware corporation, and Flight Group LP's indirect, wholly-owned subsidiary, Flight Bidco, Inc. (Flight Bidco), a Delaware corporation, Flight Bidco will acquire from Transferor 100 percent of NFB's outstanding equity securities. Immediately upon closing of the stock acquisition, Flight Bidco will merge with and into NFB, with NFB continuing as the surviving entity. Post-transaction, NFB will be 100 percent directly owned by Flight Intermediate Holdco Inc., a Delaware corporation (FIH). FIH is 100 percent directly owned by Flight Holdco Inc., a Delaware corporation, which is, in turn, 100 percent directly owned by the transferee, Flight Group LP. Applicants explain that Flight Group LP has been formed for the purpose of acquiring the Authority Holders and is directly owned in majority part (98.1% equity) by three private equity funds that hold the following limited partnership interests: Antin Infrastructure Partners III, FPCI (Antin III France) (39.1% equity), Antin Infrastructure Partners III, L.P. (Antin III UK) (28.9% equity), and Flight Co-Invest LP (Flight Co-Invest) (30.1% equity). Antin III UK and Flight Co-Invest LP are limited partnerships formed under the laws of England and Wales while Antin III France is organized in France. The general partner of Flight Group LP is Flight Group Holdings GP LLC (Flight Group GP), a Delaware limited liability company. According to the Petition, Antin III France and Antin III UK jointly control Flight Group LP through their joint control of Flight Group GP's board of managers (which consists of Melanie Sengel Biessy, a French citizen, and Jackson Liam Hall, a U.K. and Canadian citizen). Applicants state that Flight Co-Invest's interest in Flight Group LP is only economic: it will have no management or other governance rights in Flight Group LP. According to the Application, the total economic interest in Antin III France and Antin III UK is held broadly: no investor in Antin III France or Antin III UK holds, directly or indirectly, a 10% or greater equity or voting interest in Flight Group LP. Similarly, none of the limited partners of Flight Co-Invest holds, directly or indirectly, a 10% or greater equity or voting interest in Flight Group LP. Applicants explain that Antin III France and Antin III UK are jointly controlled, through governance, management and advisory agreements, by Antin Infrastructure Partners S.A.S. (Antin France), Antin Infrastructure Partners UK Limited (Antin UK), and Antin Infrastructure Partners Luxembourg GP Sarl (Antin Luxembourg GP), which is wholly owned by Antin UK. Flight Co-Invest has the same control structure as Antin III UK: Antin UK is the authorized manager and Antin Luxembourg GP is the general partner of Antin III UK and of Flight Co-Invest. Antin France, Antin UK and Antin Luxembourg GP 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. All investment decisions relating to Antin III France and Antin III UK are made by Antin France and Antin UK's respective investment committees, which are comprised of the same nine (9) individuals that own Antin France and Antin UK, along with two (2) non-equity partners of Antin France and Antin UK that are expected to receive shares in both entities in a future capital share increase. The nine (9) current shareholders of Antin France and Antin UK, who also serve on their respective investment committees are: Melanie Biessy (France), Mauricio Bolana (Spain/Uruguay), Mark Crosbie (U.K.), Stephane Ifker (France), Sebastien Lecaudey (France), Alban Lestiboudois (France), Alain Rauscher (France), Angelika Schochlin (Germany), and Simon Soder (Sweden/Australia). The two current non-equity partners expected to become equity partners and that currently serve on the investment committees are Nicolas Mallet (France), and Kevin Scott Genieser (U.S.). Members of the Antin investment committees must act in concert with respect to matters for both Antin France and Antin UK. All of the investment committees' decisions are made by majority vote, with the vote of each member having equal weight, which majority vote must also have the vote of two founding members and individual shareholders of Antin Infrastructure Partners, Mark Crosbie and Alain Rauscher. As such, Messrs. Crosbie and Rauscher each has negative control rights over all investment decisions relating to Antin III France and Antin III UK and, in turn, over Flight Group LP and, upon closing, the Authorization Holders, including NMCC. We grant the Petition to Adopt Conditions to Authorizations and Licenses (Petition) filed by the Department of Justice (DOJ), with the concurrence of the Department of Homeland Security and the U.S. Department of Defense, on July 9, 2018 to: (1) remove the existing conditions to comply with an April 28, 2014, letter from Oxford Network Holdings, Inc. and Oxford County Telephone & Telegraph Company to the DOJ in relation to IBFS File Nos. ITC-214-19961216-00630 and ITC-214-19970902-00523 (see ITC-T/C-20160708-00185, -00186, and ITC-T/C-20140116-00023); and (2) condition our consent to the Petition on compliance by Flight Group LP and its parent entities, NFB, Antin III France, and Antin III UK, with the commitments and undertakings set forth in the July 9, 2018, Letter of Agreement (LOA) from Kurt Van Wagenen, President, OHCP Northeastern Fiber Buyer, Inc., et al., to Mr. John C. Demers, Assistant Attorney General for National Security, DOJ. A failure to comply and/or remain in compliance with any of these commitments and undertakings shall constitute a failure to meet a condition of the underlying authorizations and thus grounds for declaring the authorization terminated without further action on the part of the Commission. Failure to meet a condition of the authorization may also result in monetary sanctions or other enforcement action by the Commission. A copy of the Petition and the LOA are publicly available and may be viewed on the FCC website through the International Bureau Filing System (IBFS) by searching for ITC-T/C-20180319-00056 and accessing "Other filings related to this application" from the Document Viewing area. This authorization is without prejudice to the Commission's action in any other related pending proceedings. Page 5 of 14

ITC-T/C-20180319-00058 E BayRing Communications, Inc. Transfer of Control Grant of Authority Date of Action: 07/11/2018 Current Licensee: BayRing Communications, Inc. FROM: OHCP Northeastern Fiber Buyer Holdco, L.P. TO: Flight Group Holdings LP Application filed for consent to the transfer of control of BayRing Communications, Inc. (BayRing), which holds international section 214 authorization ITC-214-19961216-00630, from its 100 percent indirect parent, OHCP Northeastern Fiber Buyer Holdco, L.P. (Transferor) to Flight Group Holdings LP (Flight Group LP or Transferee). BayRing and affiliated entities (collectively, the Authority Holders) provide telecommunications services under the FirstLight brand in eight states and are the subject of associated applications to transfer control of domestic and international section 214 authorizations and wireless licenses. See ITC-T/C-20180319-00055, -00056,-00059, -00060; WC Docket No. 18-83; and ULS File No. 0008139073. Pursuant to the terms of a stock purchase agreement dated February 16, 2018, between Transferor, its wholly-owned subsidiary, OHCP Northeastern Fiber Buyer, Inc. (NFB), a Delaware corporation, and Flight Group LP's indirect, wholly-owned subsidiary, Flight Bidco, Inc. (Flight Bidco), a Delaware corporation, Flight Bidco will acquire from Transferor 100 percent of NFB's outstanding equity securities. Immediately upon closing of the stock acquisition, Flight Bidco will merge with and into NFB, with NFB continuing as the surviving entity. Post-transaction, NFB will be 100 percent directly owned by Flight Intermediate Holdco Inc., a Delaware corporation (FIH). FIH is 100 percent directly owned by Flight Holdco Inc., a Delaware corporation, which is, in turn, 100 percent directly owned by the transferee, Flight Group LP. Applicants explain that Flight Group LP has been formed for the purpose of acquiring the Authority Holders and is directly owned in majority part (98.1% equity) by three private equity funds that hold the following limited partnership interests: Antin Infrastructure Partners III, FPCI (Antin III France) (39.1% equity), Antin Infrastructure Partners III, L.P. (Antin III UK) (28.9% equity), and Flight Co-Invest LP (Flight Co-Invest) (30.1% equity). Antin III UK and Flight Co-Invest LP are limited partnerships formed under the laws of England and Wales while Antin III France is organized in France. The general partner of Flight Group LP is Flight Group Holdings GP LLC (Flight Group GP), a Delaware limited liability company. According to the Petition, Antin III France and Antin III UK jointly control Flight Group LP through their joint control of Flight Group GP's board of managers (which consists of Melanie Sengel Biessy, a French citizen, and Jackson Liam Hall, a U.K. and Canadian citizen). Applicants state that Flight Co-Invest's interest in Flight Group LP is only economic: it will have no management or other governance rights in Flight Group LP. According to the Application, the total economic interest in Antin III France and Antin III UK is held broadly: no investor in Antin III France or Antin III UK holds, directly or indirectly, a 10% or greater equity or voting interest in Flight Group LP. Similarly, none of the limited partners of Flight Co-Invest holds, directly or indirectly, a 10% or greater equity or voting interest in Flight Group LP. Applicants explain that Antin III France and Antin III UK are jointly controlled, through governance, management and advisory agreements, by Antin Infrastructure Partners S.A.S. (Antin France), Antin Infrastructure Partners UK Limited (Antin UK), and Antin Infrastructure Partners Luxembourg GP Sarl (Antin Luxembourg GP), which is wholly owned by Antin UK. Flight Co-Invest has the same control structure as Antin III UK: Antin UK is the authorized manager and Antin Luxembourg GP is the general partner of Antin III UK and of Flight Co-Invest. Antin France, Antin UK and Antin Luxembourg GP 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. All investment decisions relating to Antin III France and Antin III UK are made by Antin France and Antin UK's respective investment committees, which are comprised of the same nine (9) individuals that own Antin France and Antin UK, along with two (2) non-equity partners of Antin France and Antin UK that are expected to receive shares in both entities in a future capital share increase. The nine (9) current shareholders of Antin France and Antin UK, who also serve on their respective investment committees are: Melanie Biessy (France), Mauricio Bolana (Spain/Uruguay), Mark Crosbie (U.K.), Stephane Ifker (France), Sebastien Lecaudey (France), Alban Lestiboudois (France), Alain Rauscher (France), Angelika Schochlin (Germany), and Simon Soder (Sweden/Australia). The two current non-equity partners expected to become equity partners and that currently serve on the investment committees are Nicolas Mallet (France), and Kevin Scott Genieser (U.S.). Members of the Antin investment committees must act in concert with respect to matters for both Antin France and Antin UK. All of the investment committees' decisions are made by majority vote, with the vote of each member having equal weight, which majority vote must also have the vote of two founding members and individual shareholders of Antin Infrastructure Partners, Mark Crosbie and Alain Rauscher. As such, Messrs. Crosbie and Rauscher each has negative control rights over all investment decisions relating to Antin III France and Antin III UK and, in turn, over Flight Group LP and, upon closing, the Authorization Holders, including BayRing. We grant the Petition to Adopt Conditions to Authorizations and Licenses (Petition) filed by the Department of Justice (DOJ), with the concurrence of the Department of Homeland Security and the U.S. Department of Defense, on July 9, 2018 to: (1) remove the existing conditions to comply with an April 28, 2014, letter from Oxford Network Holdings, Inc. and Oxford County Telephone & Telegraph Company to the DOJ in relation to IBFS File Nos. ITC-214-19961216-00630 and ITC-214-19970902-00523 (see ITC-T/C-20160708-00185, -00186, and ITC-T/C-20140116-00023); and (2) condition our consent to the Petition on compliance by Flight Group LP and its parent entities, NFB, Antin III France, and Antin III UK, with the commitments and undertakings set forth in the July 9, 2018, Letter of Agreement (LOA) from Kurt Van Wagenen, President, OHCP Northeastern Fiber Buyer, Inc., et al., to Mr. John C. Demers, Assistant Attorney General for National Security, DOJ. A failure to comply and/or remain in compliance with any of these commitments and undertakings shall constitute a failure to meet a condition of the underlying authorizations and thus grounds for declaring the authorization terminated without further action on the part of the Commission. Failure to meet a condition of the authorization may also result in monetary sanctions or other enforcement action by the Commission. A copy of the Petition and the LOA are publicly available and may be viewed on the FCC website through the International Bureau Filing System (IBFS) by searching for ITC-T/C-20180319-00058 and accessing "Other filings related to this application" from the Document Viewing area. This authorization is without prejudice to the Commission's action in any other related pending proceedings. Page 6 of 14

ITC-T/C-20180319-00059 E Oxford County Telephone and Telegraph Company Transfer of Control Grant of Authority Date of Action: 07/11/2018 Current Licensee: Oxford County Telephone and Telegraph Company FROM: OHCP Northeastern Fiber Buyer Holdco, L.P. TO: Flight Group Holdings LP Application filed for consent to the transfer of control of Oxford County Telephone and Telegraph Company (Oxford), which holds international section 214 authorization ITC-214-19970902-00523, from its 100 percent indirect parent, OHCP Northeastern Fiber Buyer Holdco, L.P. (Transferor) to Flight Group Holdings LP (Flight Group LP or Transferee). Oxford and affiliated entities (collectively, the Authority Holders) provide telecommunications services under the FirstLight brand in eight states and are the subject of associated applications to transfer control of domestic and international section 214 authorizations and wireless licenses. See ITC-T/C-20180319-00055, -00056,-00058, -00060; WC Docket No. 18-83; and ULS File No. 0008139073. Pursuant to the terms of a stock purchase agreement dated February 16, 2018, between Transferor, its wholly-owned subsidiary, OHCP Northeastern Fiber Buyer, Inc. (NFB), a Delaware corporation, and Flight Group LP's indirect, wholly-owned subsidiary, Flight Bidco, Inc. (Flight Bidco), a Delaware corporation, Flight Bidco will acquire from Transferor 100 percent of NFB's outstanding equity securities. Immediately upon closing of the stock acquisition, Flight Bidco will merge with and into NFB, with NFB continuing as the surviving entity. Post-transaction, NFB will be 100 percent directly owned by Flight Intermediate Holdco Inc., a Delaware corporation (FIH). FIH is 100 percent directly owned by Flight Holdco Inc., a Delaware corporation, which is, in turn, 100 percent directly owned by the transferee, Flight Group LP. Applicants explain that Flight Group LP has been formed for the purpose of acquiring the Authority Holders and is directly owned in majority part (98.1% equity) by three private equity funds that hold the following limited partnership interests: Antin Infrastructure Partners III, FPCI (Antin III France) (39.1% equity), Antin Infrastructure Partners III, L.P. (Antin III UK) (28.9% equity), and Flight Co-Invest LP (Flight Co-Invest) (30.1% equity). Antin III UK and Flight Co-Invest LP are limited partnerships formed under the laws of England and Wales while Antin III France is organized in France. The general partner of Flight Group LP is Flight Group Holdings GP LLC (Flight Group GP), a Delaware limited liability company. According to the Petition, Antin III France and Antin III UK jointly control Flight Group LP through their joint control of Flight Group GP's board of managers (which consists of Melanie Sengel Biessy, a French citizen, and Jackson Liam Hall, a U.K. and Canadian citizen). Applicants state that Flight Co-Invest's interest in Flight Group LP is only economic: it will have no management or other governance rights in Flight Group LP. According to the Application, the total economic interest in Antin III France and Antin III UK is held broadly: no investor in Antin III France or Antin III UK holds, directly or indirectly, a 10% or greater equity or voting interest in Flight Group LP. Similarly, none of the limited partners of Flight Co-Invest holds, directly or indirectly, a 10% or greater equity or voting interest in Flight Group LP. Applicants explain that Antin III France and Antin III UK are jointly controlled, through governance, management and advisory agreements, by Antin Infrastructure Partners S.A.S. (Antin France), Antin Infrastructure Partners UK Limited (Antin UK), and Antin Infrastructure Partners Luxembourg GP Sarl (Antin Luxembourg GP), which is wholly owned by Antin UK. Flight Co-Invest has the same control structure as Antin III UK: Antin UK is the authorized manager and Antin Luxembourg GP is the general partner of Antin III UK and of Flight Co-Invest. Antin France, Antin UK and Antin Luxembourg GP 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. All investment decisions relating to Antin III France and Antin III UK are made by Antin France and Antin UK's respective investment committees, which are comprised of the same nine (9) individuals that own Antin France and Antin UK, along with two (2) non-equity partners of Antin France and Antin UK that are expected to receive shares in both entities in a future capital share increase. The nine (9) current shareholders of Antin France and Antin UK, who also serve on their respective investment committees are: Melanie Biessy (France), Mauricio Bolana (Spain/Uruguay), Mark Crosbie (U.K.), Stephane Ifker (France), Sebastien Lecaudey (France), Alban Lestiboudois (France), Alain Rauscher (France), Angelika Schochlin (Germany), and Simon Soder (Sweden/Australia). The two current non-equity partners expected to become equity partners and that currently serve on the investment committees are Nicolas Mallet (France), and Kevin Scott Genieser (U.S.). Members of the Antin investment committees must act in concert with respect to matters for both Antin France and Antin UK. All of the investment committees' decisions are made by majority vote, with the vote of each member having equal weight, which majority vote must also have the vote of two founding members and individual shareholders of Antin Infrastructure Partners, Mark Crosbie and Alain Rauscher. As such, Messrs. Crosbie and Rauscher each has negative control rights over all investment decisions relating to Antin III France and Antin III UK and, in turn, over Flight Group LP and, upon closing, the Authorization Holders, including Oxford. We grant the Petition to Adopt Conditions to Authorizations and Licenses (Petition) filed by the Department of Justice (DOJ), with the concurrence of the Department of Homeland Security and the U.S. Department of Defense, on July 9, 2018 to: (1) remove the existing conditions to comply with an April 28, 2014, letter from Oxford Network Holdings, Inc. and Oxford County Telephone & Telegraph Company to the DOJ in relation to IBFS File Nos. ITC-214-19961216-00630 and ITC-214-19970902-00523 (see ITC-T/C-20160708-00185, -00186, and ITC-T/C-20140116-00023); and (2) condition our consent to the Petition on compliance by Flight Group LP and its parent entities, NFB, Antin III France, and Antin III UK, with the commitments and undertakings set forth in the July 9, 2018, Letter of Agreement (LOA) from Kurt Van Wagenen, President, OHCP Northeastern Fiber Buyer, Inc., et al., to Mr. John C. Demers, Assistant Attorney General for National Security, DOJ. A failure to comply and/or remain in compliance with any of these commitments and undertakings shall constitute a failure to meet a condition of the underlying authorizations and thus grounds for declaring the authorization terminated without further action on the part of the Commission. Failure to meet a condition of the authorization may also result in monetary sanctions or other enforcement action by the Commission. A copy of the Petition and the LOA are publicly available and may be viewed on the FCC website through the International Bureau Filing System (IBFS) by searching for ITC-T/C-20180319-00059 and accessing "Other filings related to this application" from the Document Viewing area. This authorization is without prejudice to the Commission's action in any other related pending proceedings. Page 7 of 14

ITC-T/C-20180319-00060 E TVC Albany, Inc. Transfer of Control Grant of Authority Date of Action: 07/11/2018 Current Licensee: TVC Albany, Inc. FROM: OHCP Northeastern Fiber Buyer Holdco, L.P. TO: Flight Group Holdings LP Application filed for consent to the transfer of control of TVC Albany, Inc. (TVC), which holds international section 214 authorizations ITC-214-20010209-00086 and ITC-214-19990825-00538, from its 100 percent indirect parent, OHCP Northeastern Fiber Buyer Holdco, L.P. (Transferor) to Flight Group Holdings LP (Flight Group LP or Transferee). TVC and affiliated entities (collectively, the Authority Holders) provide telecommunications services under the FirstLight brand in eight states and are the subject of associated applications to transfer control of domestic and international section 214 authorizations and wireless licenses. See ITC-T/C-20180319-00055, -00056,-00058, -00059; WC Docket No. 18-83; and ULS File No. 0008139073. Pursuant to the terms of a stock purchase agreement dated February 16, 2018, between Transferor, its wholly-owned subsidiary, OHCP Northeastern Fiber Buyer, Inc. (NFB), a Delaware corporation, and Flight Group LP's indirect, wholly-owned subsidiary, Flight Bidco, Inc. (Flight Bidco), a Delaware corporation, Flight Bidco will acquire from Transferor 100 percent of NFB's outstanding equity securities. Immediately upon closing of the stock acquisition, Flight Bidco will merge with and into NFB, with NFB continuing as the surviving entity. Post-transaction, NFB will be 100 percent directly owned by Flight Intermediate Holdco Inc., a Delaware corporation (FIH). FIH is 100 percent directly owned by Flight Holdco Inc., a Delaware corporation, which is, in turn, 100 percent directly owned by the transferee, Flight Group LP. Applicants explain that Flight Group LP has been formed for the purpose of acquiring the Authority Holders and is directly owned in majority part (98.1% equity) by three private equity funds that hold the following limited partnership interests: Antin Infrastructure Partners III, FPCI (Antin III France) (39.1% equity), Antin Infrastructure Partners III, L.P. (Antin III UK) (28.9% equity), and Flight Co-Invest LP (Flight Co-Invest) (30.1% equity). Antin III UK and Flight Co-Invest LP are limited partnerships formed under the laws of England and Wales while Antin III France is organized in France. The general partner of Flight Group LP is Flight Group Holdings GP LLC (Flight Group GP), a Delaware limited liability company. According to the Petition, Antin III France and Antin III UK jointly control Flight Group LP through their joint control of Flight Group GP's board of managers (which consists of Melanie Sengel Biessy, a French citizen, and Jackson Liam Hall, a U.K. and Canadian citizen). Applicants state that Flight Co-Invest's interest in Flight Group LP is only economic: it will have no management or other governance rights in Flight Group LP. According to the Application, the total economic interest in Antin III France and Antin III UK is held broadly: no investor in Antin III France or Antin III UK holds, directly or indirectly, a 10% or greater equity or voting interest in Flight Group LP. Similarly, none of the limited partners of Flight Co-Invest holds, directly or indirectly, a 10% or greater equity or voting interest in Flight Group LP. Applicants explain that Antin III France and Antin III UK are jointly controlled, through governance, management and advisory agreements, by Antin Infrastructure Partners S.A.S. (Antin France), Antin Infrastructure Partners UK Limited (Antin UK), and Antin Infrastructure Partners Luxembourg GP Sarl (Antin Luxembourg GP), which is wholly owned by Antin UK. Flight Co-Invest has the same control structure as Antin III UK: Antin UK is the authorized manager and Antin Luxembourg GP is the general partner of Antin III UK and of Flight Co-Invest. Antin France, Antin UK and Antin Luxembourg GP 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. All investment decisions relating to Antin III France and Antin III UK are made by Antin France and Antin UK's respective investment committees, which are comprised of the same nine (9) individuals that own Antin France and Antin UK, along with two (2) non-equity partners of Antin France and Antin UK that are expected to receive shares in both entities in a future capital share increase. The nine (9) current shareholders of Antin France and Antin UK, who also serve on their respective investment committees are: Melanie Biessy (France), Mauricio Bolana (Spain/Uruguay), Mark Crosbie (U.K.), Stephane Ifker (France), Sebastien Lecaudey (France), Alban Lestiboudois (France), Alain Rauscher (France), Angelika Schochlin (Germany), and Simon Soder (Sweden/Australia). The two current non-equity partners expected to become equity partners and that currently serve on the investment committees are Nicolas Mallet (France), and Kevin Scott Genieser (U.S.). Members of the Antin investment committees must act in concert with respect to matters for both Antin France and Antin UK. All of the investment committees' decisions are made by majority vote, with the vote of each member having equal weight, which majority vote must also have the vote of two founding members and individual shareholders of Antin Infrastructure Partners, Mark Crosbie and Alain Rauscher. As such, Messrs. Crosbie and Rauscher each has negative control rights over all investment decisions relating to Antin III France and Antin III UK and, in turn, over Flight Group LP and, upon closing, the Authorization Holders, including TVC. We grant the Petition to Adopt Conditions to Authorizations and Licenses (Petition) filed by the Department of Justice (DOJ), with the concurrence of the Department of Homeland Security and the U.S. Department of Defense, on July 9, 2018 to: (1) remove the existing conditions to comply with an April 28, 2014, letter from Oxford Network Holdings, Inc. and Oxford County Telephone & Telegraph Company to the DOJ in relation to IBFS File Nos. ITC-214-19961216-00630 and ITC-214-19970902-00523 (see ITC-T/C-20160708-00185, -00186, and ITC-T/C-20140116-00023); and (2) condition our consent to the Petition on compliance by Flight Group LP and its parent entities, NFB, Antin III France, and Antin III UK, with the commitments and undertakings set forth in the July 9, 2018, Letter of Agreement (LOA) from Kurt Van Wagenen, President, OHCP Northeastern Fiber Buyer, Inc., et al., to Mr. John C. Demers, Assistant Attorney General for National Security, DOJ. A failure to comply and/or remain in compliance with any of these commitments and undertakings shall constitute a failure to meet a condition of the underlying authorizations and thus grounds for declaring the authorization terminated without further action on the part of the Commission. Failure to meet a condition of the authorization may also result in monetary sanctions or other enforcement action by the Commission. A copy of the Petition and the LOA are publicly available and may be viewed on the FCC website through the International Bureau Filing System (IBFS) by searching for ITC-T/C-20180319-00060 and accessing "Other filings related to this application" from the Document Viewing area. This authorization is without prejudice to the Commission's action in any other related pending proceedings. Page 8 of 14

ITC-T/C-20180604-00110 E American Telephone Company LLC Transfer of Control Grant of Authority Date of Action: 07/13/2018 Current Licensee: American Telephone Company LLC FROM: American Telephone Company LLC TO: Windstream Services, LLC Application filed for consent to the transfer of control of American Telephone Company LLC (ATC), which holds international section 214 authorization ITC-214-20061201-00539, to Windstream Services, LLC (Windstream). Pursuant to a Membership Interest Purchase Agreement dated May 30, 2018, Windstream will purchase all of the issued and outstanding membership interests of ATC, currently held by five members. Upon closing ATC will become a direct wholly owned subsidiary of Windstream. Windstream, a Delaware limited liability company, is wholly owned by Windstream Holdings, Inc. (Windstream Holdings), a publicly traded Delaware corporation. The Vanguard Group, Inc. (Vanguard), a U.S. entity, holds approximately 10.99% of Windstream Holdings' common stock and is the sole entity that holds ten percent or greater ownership interest in Windstream Holdings. The following individuals are executives and officers of Vanguard: Mortimer J. (Tim) Buckley (President and CEO), F. William McNabb III (Chairman of the Board), remaining board members are Emerson U. Fullwood, Amy Gutmann, JoAnn Heffernan Heisen, F. Joseph Loughrey, Mark Loughridge, Scott C. Malpass, Deanna Mulligan, Andre F. Perold, Sarah Bloom Raskin, and Peter F. Volanakis. All officers are U.S. citizens, except Mr. Perold, who was born in South Africa. This authorization is without prejudice to the Commission's action in any other related pending proceedings. ITC-T/C-20180605-00103 E FiberLight LLC Transfer of Control Grant of Authority Date of Action: 07/18/2018 Current Licensee: FiberLight LLC FROM: FiberLight LLC TO: Thermo Acquisitions, Inc. Notification filed June 5, 2018, of the pro forma transfer of control of FiberLight LLC (FiberLight), which holds international section 214 authorization ITC-214-20051011-00437, to Thermo Acquisitions, Inc. (TA), effective February 23, 2018. In a corporate reorganization, the owners of the majority of the membership interests in FiberLight contributed their interests in exchange for stock of TA, a holding company. FiberLight is now a subsidiary of TA. The controlling shareholders of FiberLight are now the controlling shareholders of TA. Page 9 of 14

ITC-T/C-20180612-00111 E Hudson Fiber Network, Inc. Transfer of Control Grant of Authority Date of Action: 07/13/2018 Current Licensee: Hudson Fiber Network, Inc. FROM: Tiger Infrastructure Partners Fund LP TO: ExteNet Systems, Inc Application filed for consent to the transfer of control of Hudson Fiber Network, Inc. (HFN), which holds international section 214 authorization ITC-214-20110412-00099, from its indirect controlling parent, Tiger Infrastructure Partners Fund (Tiger), to ExteNet Systems, Inc. (ESI). Pursuant to a May 21, 2018 Agreement and Plan of Merger, between ESI, ESI Merger Sub, Inc. (Merger Sub), a direct-wholly owned subsidiary of ESI, Hudson Fiber Holdings, Inc. (HF Holdings), the 100% direct parent of HFN, HFN, and Tiger (solely in its capacity as the Securityholder Representative), ESI will acquire all of the outstanding equity interests in HFN. Specifically, Merger Sub will merge with and into HF Holdings, with HF Holdings being the surviving entity. Upon closing, HF Holdings will become a direct wholly-owned subsidiary of ESI, and HFN will remain a direct wholly-owned subsidiary of HF Holdings and will become an indirect wholly-owned subsidiary of ESI. ESI, a privately held Delaware corporation, is a wholly-owned subsidiary of Odyssey Acquisition, LLC (Odyssey), a Delaware limited liability company. Odyssey is wholly owned by Odyssey Intermediate Holdings, Inc., a Delaware corporation, which in turn is wholly owned by Mount Royal Holdings, LLC (Mount Royal), a Delaware limited liability company. Mount Royal is owned as follows: (1) Digital Bridge Small Cell Holdings, LLC (Digital Bridge), a Delaware limited liability company (26.9% membership and voting interests) (no entity or individual holds a ten percent or greater interest in Mount Royal through Digital); (2) Stonepeak Communication Holdings LLC (Stonepeak), a Delaware limited liability company (48.0% membership and voting interests); (3) GS Fund Holdings, LLC (GS Fund), a Delaware limited liability company (Approx. 12.8% voting) (indirectly in Mount Royal through control of certain investment funds and holding companies, none of which individually owns or controls a ten percent or greater direct or indirect interest in Mount Royal); (4) TIAA-Stonepeak Investments I, LLC (TIAA-SP I), a Delaware limited liability company (Approx. 10.08%) (indirectly in Mount Royal through an approx.. 21.$% limited partnership interest in SP Infrastructure); (5) Teacher Retirement System of Texas (TRST), a Texas State Retirement System (Approx. 4.0% -13.3%) (indirectly in Mount Royal as a limited partner of SP Infrastructure and SP Co-Invest); and (6) Virginia Retirement System (VRS), Virginia State Retirement System (Approx. 4.1-10.0%) (indirectly in Mount Royal as limited partner of SP Infrastructure and SP Co-Invest and member of Digital Bridge). Stonepeak Infrastructure Fund (Odyssey AIV) LP (SP Infrastructure), a a Delaware limited partnership (61% owner of Stonepeak); Stonepeak Communication Holdings LP (SP CoInvest), a Delaware limited partnership (39% owner of Stonepeak). Stonepeak Associates LLC (SP Associates), a Delaware limited liability company, is general partner of SP Infrastructure and SP Co-Invest. Stonepeak GP Holdings LP ((SP GP Holdco), a Delaware limited partnership is the sole member of SP Associates. Stonepeak GP Investors LLC (SP GP Investors), a Delaware limited liability company (60% ownership interest in and as general partner of SP GP Holdco). Stonepeak GP Investors Manager LLC (SP GP Manager), a Delaware limited liability company is the managing member of SP GP Manager. The managing members of SP GP Manager are Michael Dorrell and Trent Vichie. No other entity or individual hold or controls ten percent interest in Mount Royal or Odyssey through Stonepeak. Broad Street Principal Investments Superholdco LLC (BSPIS), a Delaware limited liability company, is the sole member of GS Fund, and by virtue of its position it holds approximately 12.8% indirect voting interest in Mount Royal and Odyssey. The Goldman Sachs Group, Inc. (Goldman Sachs), a widely held publicly traded company Delaware company, is the sole member of BSPIS, and holds approximately 12.8% indirect voting interest in Mount Royal and Odyssey. No individual shareholder of Goldman Sachs holds a ten percent or greater ownership interest in Sachs, Mount Royal or Odyssey. TIAA-Stonepeak Investments II, LLC (TIAA-SP II), a Delaware limited liability company, holds approximately 19.2% indirect interest in Mount Royal through approximately 40.0% limited partner interest in SP GP Holdco. Teachers Insurance and Annuity Association of America (TIAA), a New York based life insurance company holds approximately 19.2% indirect interest in Mount Royal as (i) 100% owner of TIAA-SP I and TIAA-SP II and (ii) as the direct or indirect owner of another entity that might have a less than 10% ownership interest in Stonepeak or SP Co-Invest. No person or entity owns or controls a ten percent or greater interest in Mount Royal or Odyssey through TIAA-SP I, TIAA-SP II or TIAA. No other entity or individual owns or controls a ten percent or greater interest in ESI, Mount Royal or Odyssey through TRST or VRS This authorization is without prejudice to the Commission's action in any other related pending proceedings. Page 10 of 14

ITC-T/C-20180622-00117 E Birch Communications of Kentucky, LLC Transfer of Control Grant of Authority Date of Action: 07/03/2018 Current Licensee: Birch Communications of Kentucky, LLC FROM: Lingo Communications, LLC TO: GG Telecom Investors, LLC Notification filed June 22, 2018, of the pro forma transfer of control of Birch Communications of Kentucky, LLC (Birch Kentucky), which holds international section 214 authorization ITC-214-20130716-00198, from Lingo Communications, LLC (Lingo Comm), to GG Telecom Investors, LLC (GGTI), effective May 23, 2018. Birch Kentucky was a wholly-owned indirect subsidiary of Lingo Comm. Holcombe T. Green Jr., a U.S. citizen, held a 66.5% membership interest in Lingo Comm and R. Kirby Godsey, a U.S. citizen, held a 33.5% membership interest. Messrs. Green and Godsey inserted GGTI, a Georgia limited liability company, into the ownership chain above Lingo Comm and transferred the ownership of Birch Kentucky from Lingo Comm to GGTI. Mr. Green holds a 66.5% membership interest in GTTI and Mr. Godsey holds a 33.5% membership interest. Consequently, Messrs. Green and Godsey controlled Birch Kentucky both before and after the transaction. ITC-T/C-20180628-00135 E Telmex Holdings, Inc. Transfer of Control Grant of Authority Date of Action: 07/18/2018 Current Licensee: Telmex Holdings, Inc. FROM: Integracion de Servicios TMX, S.A. de C.V. TO: Sercotel, S.A. de C.V. Notification filed June 28, 2018, of the pro forma transfer of control of Telmex Holdings, Inc. (Telmex Holdings), which holds international section 214 authorization ITC-214-19970227-00124, from Integracion de Servicios TMX, S.A. de C.V. (ISSA) to Sercotel, S.A. de C.V. (Sercotel), effective May 28, 2018. In a corporate reorganization, ISSA, an indirect subsidiary of America Movil S.A.B. de C.V. (America Movil), transferred its shares in Telmex Holdings to Sercotel, a direct subsidiary of America Movil. America Movil continues to be the ultimate parent of Telmex Holdings. ITC-T/C-20180628-00136 E CABLEVISION LIGHTPATH INC Transfer of Control Grant of Authority Date of Action: 07/18/2018 Current Licensee: CABLEVISION LIGHTPATH INC FROM: Altice N.V. TO: Next Alt S.a r.l. Notification filed June 28, 2018, of the pro forma transfer of control of Cablevision Lightpath Inc. (CLI), which holds international section 214 authorization ITC-214-19940128-00025, from Altice N.V. to Next Alt S.a.r.l., effective June 8, 2018. CLI is an indirect wholly owned subsidiary of Altice USA, Inc. (Altice USA). Altice USA separated from Altice N.V., its intermediate European parent company, through a distribution of Altice USA shares to Altice N.V. shareholders. Next Alt S.a.r.l. became the majority shareholder of Altice USA with 73.47% direct interest. Patrick Drahi, the ultimate controlling shareholder of Altice N.V. retained control of Altice USA and CLI post-distribution. ITC-T/C-20180628-00137 E Cebridge Telecom TX, L.P. Transfer of Control Grant of Authority Date of Action: 07/18/2018 Current Licensee: Cebridge Telecom TX, L.P. FROM: Altice N.V. TO: Next Alt S.a r.l. Notification filed June 28, 2018, of the pro forma transfer of control of Cebridge Telecom TX, L.P. (Cebridge TX), which holds international section 214 authorization ITC-214-20060330-00173, from Altice N.V. to Next Alt S.a.r.l., effective June 8, 2018. Cebridge TX is an indirect wholly owned subsidiary of Altice USA, Inc. (Altice USA). Altice USA separated from Altice N.V., its intermediate European parent company, through a distribution of Altice USA shares to Altice N.V. shareholders. Next Alt S.a.r.l. became the majority shareholder of Altice USA with 73.47% direct interest. Patrick Drahi, the ultimate controlling shareholder of Altice N.V. retained control of Altice USA and Cebridge TX post-distribution. Page 11 of 14

ITC-T/C-20180628-00138 E Cebridge Telecom Limited, LLC Transfer of Control Grant of Authority Date of Action: 07/18/2018 Current Licensee: Cebridge Telecom Limited, LLC FROM: Altice N.V. TO: Next Alt S.a r.l. Notification filed June 28, 2018, of the pro forma transfer of control of Cebridge Telecom Limited, LLC (CTL), which holds international section 214 authorization ITC-214-20051216-00526, from Altice N.V. to Next Alt S.a.r.l., effective June 8, 2018. CTL is an indirect wholly owned subsidiary of Altice USA, Inc. (Altice USA). Altice USA separated from Altice N.V., its intermediate European parent company, through a distribution of Altice USA shares to Altice N.V. shareholders. Next Alt S.a.r.l. became the majority shareholder of Altice USA with 73.47% direct interest. Patrick Drahi, the ultimate controlling shareholder of Altice N.V. retained control of Altice USA and CTL post-distribution. ITC-T/C-20180628-00139 E Claro Enterprise Solutions Transfer of Control Grant of Authority Date of Action: 07/18/2018 Current Licensee: Claro Enterprise Solutions FROM: Integracion de Servicios TMX, S.A. de C.V. TO: Sercotel, S.A. de C.V. Notification filed June 28, 2018, of the pro forma transfer of control of Claro Enterprise Solutions LLC (CES), which holds international section 214 authorization, ITC-214-20030312-00131, from Integracion de Servicios TMX, S.A. de C.V. (ISSA) to Sercotel, S.A. de C.V. (Sercotel), effective May 28, 2018. In a corporate reorganization, ISSA, an indirect subsidiary of America Movil S.A.B. de C.V. (America Movil), transferred its shares in Telmex Holdings, Inc. (Telmex Holdings), the indirect parent of CES, to Sercotel, a direct subsidiary of America Movil. America Movil continues to be the ultimate parent of Telmex Holdings and CES. ITC-T/C-20180712-00132 E Frontier Florida LLC Transfer of Control Grant of Authority Date of Action: 07/18/2018 Current Licensee: Frontier Florida LLC FROM: Frontier Communications Corporation TO: Frontier Communications Corporation Notification filed July 12, 2018, of the pro forma transfer of control of Frontier Florida LLC (Frontier Florida), which holds international section 214 authorization ITC-214-20080219-00064, effective June 22, 2018. In a corporate reorganization, Frontier Florida changed from an indirect wholly owned subsidiary of Frontier Communications Corporation to a direct wholly owned subsidiary when Newco West Holdings LLC, which was Frontier Florida's direct parent, was removed from the ownership chain. ITC-T/C-20180712-00133 E Frontier Southwest Incorporated Transfer of Control Grant of Authority Date of Action: 07/18/2018 Current Licensee: Frontier Southwest Incorporated FROM: Frontier Communications Corporation TO: Frontier Communications Corporation Notification filed July 12, 2018, of the pro forma transfer of control of Frontier Southwest Incorporated (Frontier Southwest), which holds international section 214 authorization ITC-214-20080219-00077, effective June 22, 2018. In a corporate reorganization, Frontier Southwest changed from an indirect wholly owned subsidiary of Frontier Communications Corporation to a direct wholly owned subsidiary when Newco West Holdings LLC, which was Frontier Southwest's direct parent, was removed from the ownership chain. Page 12 of 14

CONDITIONS APPLICABLE TO INTERNATIONAL SECTION 214 AUTHORIZATIONS (1) These authorizations are subject to the Exclusion List for International Section 214 Authorizations, which identifies restrictions on providing service to particular countries or using particular facilities. The most recent Exclusion List is at the end of this Public Notice. The list applies to all U.S. international carriers, including those that have previously received global or limited global Section 214 authority, whether by Public Notice or specific written order. Carriers are advised that the attached Exclusion List is subject to amendment at any time pursuant to the procedures set forth in Streamlining the International Section 214 Authorization Process and Tariff Requirements, IB Docket No. 95-118, 11 FCC Rcd 12884 (1996), para. 18. A copy of the current Exclusion List will be maintained in the FCC Reference and Information Center and will be available at http://transition.fcc.gov/ib/pd/pf/exclusionlist.html. It also will be attached to each Public Notice that grants international Section 214 authority. (2) The export of telecommunications services and related payments to countries that are subject to economic sanctions may be restricted. For information concerning current restrictions, call the Office of Foreign Assets Control, U.S. Department of the Treasury, (202) 622-2520. (3) Carriers shall comply with the requirements of Section 63.11 of the Commission's rules, which requires notification by, and in certain circumstances prior notification by, U.S. carriers acquiring an affiliation with foreign carriers. A carrier that acquires an affiliation with a foreign carrier will be subject to possible reclassification as a dominant carrier on an affiliated route pursuant to the provisions of Section 63.10 of the rules. (4) A carrier may provide switched services over its authorized resold private lines in the circumstances specified in Section 63.23(d) of the rules, 47 C.F. R. § 63.23(d). (5) Carriers shall comply with the "No Special Concessions" rule, Section 63.14, 47 C.F.R. § 63.14. (6) Carriers regulated as dominant for the provision of a particular communications service on a particular route for any reason other than a foreign carrier affiliation under Section 63.10 of the rules shall file tariffs pursuant to Section 203 of the Communications Act, as amended, 47 U.S.C. § 203, and Part 61 of the Commission's Rules, 47 C.F.R. Part 61. Carriers shall not otherwise file tariffs except as permitted by Section 61.19 of the rules, 47 C.F.R. § 61.19. Except as specified in Section 20.15 with respect to commercial mobile radio service providers, carriers regulated as non-dominant, as defined in Section 61.3, and providing detariffed international services pursuant to Section 61.19, must comply with all applicable public disclosure and maintenance of information requirements in Sections 42.10 and 42.11. (7) Carriers shall file annual circuit capacity reports required by Section 43.82. See http://www.fcc.gov/encyclopedia/circuit-capacity-report. (8) Carriers should consult Section 63.19 of the rules when contemplating a discontinuance, reduction or impairment of service. (9) If any carrier is reselling service obtained pursuant to a contract with another carrier, the services obtained by contract shall be made generally available by the underlying carrier to similarly situated customers at the same terms, conditions and rates. 47 U.S.C. § 203. (10) To the extent the applicant is, or is affiliated with, an incumbent independent local exchange carrier, as those terms are defined in Section 64.1902 of the rules, it shall provide the authorized services in compliance with the requirements of Section 64.1903. (11) Except as otherwise ordered by the Commission, a carrier authorized here to provide facilities-based service that (i) is classified as dominant under Section 63.10 of the rules for the provision of such service on a particular route and (ii) is affiliated with a carrier that collects settlement payments for terminating U.S. international switched traffic at the foreign end of that route may not provide facilities-based switched service on that route unless the current rates the affiliate charges U.S. international carriers to terminate traffic are at or below the Commission's relevant benchmark adopted in International Settlement Rates, IB Docket No. 96-261, Report and Order, 12 FCC Rcd 19806 (1997). See also Report and Order on Reconsideration and Order Lifting Stay in IB Docket No. 96-261, FCC 99-124 (rel. June 11, 1999). For the purposes of this rule, "affiliated" and "foreign carrier" are defined in Section 63.09. (12) Carriers shall comply with the Communications Assistance for Law Enforcement Act (CALEA), see 47 C.F.R. §§ 1.20000 et seq. Page 13 of 14

(13) Every carrier must designate an agent for service in the District of Columbia. See 47 U.S.C. § 413, 47 C.F.R. §§ 1.47(h), 64.1195. Exclusion List for International Section 214 Authorizations The following is a list of countries and facilities not covered by grant of global Section 214 authority under Section 63.18(e)(1) of the Commission's Rules, 47 C.F.R. § 63.18(e)(1). Carriers desiring to serve countries or use facilities listed as excluded hereon shall file a separate Section 214 application pursuant to Section 63.18(e)(3) of the Commission's Rules. See 47 C.F.R. § 63.22(c). Countries: None. Facilities: Any non-U.S.-licensed space station that has not received Commission approval to operate in the U.S. market pursuant to the procedures adopted in the Commission's DISCO II Order, IB Docket No. 96-111, Report and Order, FCC 97-399, 12 FCC Rcd 24094, 24107-72 paragraphs 30-182 (1997) (DISCO II Order). Information regarding non-U.S.-licensed space stations approved to operate in the U.S. market pursuant to the Commission's DISCO II procedures is maintained at http://transition.fcc.gov/bureaus/ib/sd/se/market_acess.html. This list is subject to change by the Commission when the public interest requires. The most current version of the list is maintained at http://transition.fcc.gov/ib/pd/pf/exclusionlist.html. For additional information, contact the International Bureau's Telecommunications and Analysis Division, (202) 418-1480. Page 14 of 14


Document Created: 2018-07-18 17:30:50
Document Modified: 2018-07-18 17:30:50
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