Public Notice TEL01974NS

Accepted for Filing Non-Streamlined Public Notice

International Telecommunications

2019-07-31

FCC.report > IB > Public Notices > TEL01974NS

Filings Included

File NumberService
ISP-PDR-20190625-00005International Telecommunications
IBFS_PN_1822362

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-01974NS Wednesday July 31, 2019 Non Streamlined International Applications/Petitions Accepted For Filing Section 214 Applications (47 C.F.R. §§ 63.18, 63.24); Section 310(b) Petitions (47 C.F.R. § 1.5000) Unless otherwise specified, the following procedures apply to the applications listed below: The applications listed below have been found, upon initial review, to be acceptable for filing. These applications are not 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 shall not be deemed granted until the Commission affirmatively acts upon the application, either by public notice or by written order. Operation for which authorization is sought may not commence except in accordance with any terms or conditions imposed by the Commission. 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. Unless otherwise specified, interested parties may file comments with respect to these applications within 28 days of the date of this public notice. We request that such comments refer to the application file number shown below. No application listed below shall be granted by the Commission earlier than the day after the date specified in this public notice for the filing of comments. Unless otherwise specified, ex parte 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. 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. Page 1 of 3

ISP-PDR-20190625-00005 E MIP IV MidWest Fiber, LLC Petition for Declaratory Ruling MIP IV Midwest Fiber, LLC (MIP IV MW or Petitioner) has filed a petition for modification (Petition) of the foreign ownership ruling, issued under section 310(b)(4) of the Communications Act of 1934, as amended (the "Act"), 47 U.S.C. § 310(b)(4), and section 1.5000(a)(1) of the Commission's rules, 47 CFR § 1.5000(a)(1), in connection with the proposed transfer of control of PEG Bandwidth IL, LLC (PEG IL), from Uniti Fiber LLC to MIP IV MW. PEG IL holds common carrier microwave licenses. See International Authorizations Granted, TEL-01964, Public Notice, DA19-552 (IB rel. June 13, 2019) (granting ISP-PDR-20190304-00002, as amended); ULS File No. 0008529594 (application for consent to transfer control of common carrier microwave licenses held by PEG IL). See also WC Docket No. 19-49, Public Notice, DA 19-530 (WCB rel. June 6, 2019) (granting domestic section 214 application to transfer control of PEG IL from Uniti Fiber LLC to MIP IV MW). PEG IL's initial ruling authorized up to 100 percent aggregate foreign ownership (equity and voting interests) of its proposed, controlling U.S.-organized parent, MIP IV MW, including a 100 percent voting interest and, pursuant to section 1.5001(k)(1), a 100 percent equity interest by Macquarie Group Limited (MGL), a publicly traded company formed in Australia, and certain named, affiliated entities organized in Australia. As described in the initial ruling, MIP IV MW has been formed as an acquisition vehicle for the proposed transfer of control of PEG IL to MIP IV MW. MIP IV MW is indirectly wholly owned by MIP IV (FCC) AIV, L.P. (MIP IV (FCC) AIV), a Delaware-organized investment management company, ultimately controlled by MGL. Certain classes of investors will hold an aggregate 67 percent of the economic interests in MIP IV (FCC) AIV through a U.S.-organized, Macquarie-controlled Feeder LLC to be formed prior to closing. As noted, the ruling also granted advance approval under section 1.5001(k)(1) for MGL and each of its named, foreign-organized affiliates to increase their individual equity interests at some future time, up to and including 100 percent of MIP IV MW's direct and/or indirect equity interests. The petition stated that, with the exception of the Macquarie-controlled Australian entities identified in the petition, no foreign individual or entity would hold a 10 percent or greater equity or voting interest in MIP IV MW at closing and all such individuals and entities would hold insulated interests in accordance with section 1.5003 of the rules. In granting the Petition, we declined to prospectively grant approval for unidentified Macquarie-controlled entities organized in the Cayman Islands and Canada that Petitioner stated may hold partnership interests in MIP IV (FCC) AIV at closing. In its Petition to modify the initial ruling, MIP IV MW now requests, under section 1.5001(i) of the rules, that we include in the ruling and specifically approve certain additional, named foreign-organized entities that will hold limited partnership or general partner interests in MIP IV (FCC) AIV, L.P. These interests, comprising approximately 67 percent of MIP IV MW's equity and/or voting interests, will be held through one Macquarie-controlled U.S. limited liability company, Feeder LLC. Petitioner states that all third-party (i.e., non-Macquarie-controlled) limited partnership interests that will be held in MIP IV (FCC) AIV through the Feeder LLC will be insulated in accordance with section 1.5003 of the rules. The limited partnership interests for which Petitioner now requests specific approval are as follows: MIGS AIV, L.P. (Canada) (6.85% equity and 100% voting interest held indirectly through limited partnership interest in MIP IV (FCC) AIV, L.P.); MIGS II AIV, L.P. (Canada) (1.85% equity and 100% voting interest, with request for advance approval to hold 5.8% equity interests, held indirectly through limited partnership interest in MIP IV (FCC) AIV, L.P.); and Macquarie Nufang (FCC) AIV, L.P. (Cayman Islands) (7.17% equity and 100% voting interest held indirectly through limited partnership interest in MIP IV (FCC) AIV, L.P.). Petitioner also requests specific approval for additional Macquarie-controlled, foreign-organized holding company affiliates that would be interposed in the ownership and control chain between MIGS AIV, L.P., MIGS II AIV, L.P., and Macquarie Nufang (FCC) AIV, L.P., on the one hand, and MGL, on the other. The additional interests that would be held in MIP IV MW are as follows: Macquarie Corporate Holdings Pty Limited (UK Branch) (U.K.) (0% equity and 100% voting interests); Macquarie (UK) Group Services Limited (U.K.) (0% equity and 100% voting interests); Macquarie Infrastructure and Real Assets Investments Limited (U.K.) (0% equity and 100% voting interests); Macquarie MIRA Fund Investments Pty Limited (Australia) (0% equity and 100% voting interests); and Macquarie Infrastructure and Real Assets Investments Holdings Pty Limited (Australia) (less-than-1% equity interest and 100% voting interest). Petitioner states that it also requests, out of an abundance of caution, pursuant to section 1.5001(k)(1), advance approval for each of the above-named foreign-organized entities to increase their individual interests at some future time, and up and including 100 percent of MIP MW's direct and/or indirect equity interests. Interested parties may file comments on or before August 14, 2019, and reply comments on or before August 21, 2019. Page 2 of 3

REMINDER: 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 3 of 3


Document Created: 2019-07-30 18:15:34
Document Modified: 2019-07-30 18:15:34
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