Attachment Attachment

This document pretains to SES-T/C-20171212-01330 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2017121201330_1313979

FCC Form 312 Transfer of Control Exhibit E (Item 34 and A20) Transferee: MTN Infrastructure TopCo, Inc. Transferor: Lumos Networks Corp. Licensee: Lumos Media, Inc. f/k/a NTELOS Media, Inc. OWNERSHIP In response to Items 34 and A20 of Form 312, the information below provides (1) the name, address, citizenship, and primary business of the controlling entity and any intermediate subsidiaries or parties; (2) the names, addresses, citizenship, and the percentages of voting and equity stock of those stockholders holding 10 percent or more of the controlling corporation’s voting stock; and (3) the identification of the aliens or foreign entities, their nationality, their relationship to the applicant, and the percentage of stock they own or vote. Lumos Media Inc. (“Licensee”), f/k/a NTELOS Media Inc., is an indirect, wholly owned subsidiary of Transferor Lumos Networks Corp. (“Lumos Parent”). See Exhibit A for a com- plete corporate structure. The following entities hold a 10% or greater, direct or indirect interest 1 in Lumos Parent: MTN Infrastructure TopCo, Inc. c/o EQT Partners Inc. 1114 Avenue of the Americas, 45th Floor New York, NY 10036 Citizenship: United States (DE) Principal Business: Holding Corporation Ownership Percentage: 100% (directly) MTN Infrastructure Intermediate, LP c/o EQT Partners Inc. 1114 Avenue of the Americas, 45th Floor New York, NY 10036 Citizenship: United States (DE) Principal Business: Holding Partnership Ownership Percentage: 100% (indirectly as 100% owner of MTN Infrastructure TopCo, Inc.) MTN Infrastructure Intermediate GP, Inc. c/o EQT Partners Inc. 1114 Avenue of the Americas, 45th Floor New York, NY 10036 Citizenship: United States (DE) Principal Business: Holding Company 1 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests.

Ownership Percentage: 100% (indirectly as sole General Partner of MTN Infrastructure Intermediate, LP.) MTN Infrastructure TopCo Blocker, Inc. c/o EQT Partners Inc. 1114 Avenue of the Americas, 45th Floor New York, NY 10036 Citizenship: United States (DE) Principal Business: Holding Corporation Ownership Percentage: 100% (indirectly as sole Limited Partner of MTN Infrastructure Intermediate LP and 100% owner of MTN Infrastructure Intermediate GP, Inc.) MTN Infrastructure TopCo, LP c/o EQT Partners Inc. 1114 Avenue of the Americas, 45th Floor New York, NY 10036 Citizenship: United States (DE) Principal Business: Holding Company Ownership Percentage: 100% (indirectly as 100% owner of MTN Infrastructure TopCo Blocker, Inc.) MTN Infrastructure TopCo GP, LLC c/o EQT Partners Inc. 1114 Avenue of the Americas, 45th Floor New York, NY 10036 Citizenship: United States (DE) Principal Business: Holding Company Ownership Percentage: 100% (indirectly as sole General Partner of MTN Infrastructure TopCo, LP) The following entities are each a limited partner of MTN Infrastructure TopCo, LP and as a result hold a 10% or greater indirect interest in Lumos Parent. None of these limited partners hold a greater than 50% equity interest in MTN Infrastructure TopCo, LP. The immediate controlling owner of each of these limited partners is EQT Infrastructure III (GP) SCS, 2 and that entity’s owners are the ultimate owners of Lumos Parent. Information regarding each of these entities is set forth below, which are identified below consistent with the Commission’s rules. 2 Each of the entities listed in this section is itself a limited partnership or limited liabil- ity company, which has certain other members that are insulated in accordance with Commission rules and do not exercise any control over the entity. None of these other members has a 10% indirect ownership interest in Lumos Parent. 2

MTN Infrastructure Co-invest 1 SCSp3 23, rue Aldringen L-1118 Luxembourg Citizenship: Luxembourg Principal Business: Holding Company Ownership Percentage: Indirect intermediate interest as limited partner of MTN Infra- structure TopCo, LP MTN Infrastructure Co-invest 2 SCSp 23, rue Aldringen L-1118 Luxembourg Citizenship: Luxembourg Principal Business: Holding Company Ownership Percentage: Indirect intermediate interest as limited partner of MTN Infra- structure TopCo, LP MTN Infrastructure Sidecar 2 SCSp 23, rue Aldringen L-1118 Luxembourg Citizenship: Luxembourg Principal Business: Holding Company Ownership Percentage: 49.4% (Indirect intermediate interest as limited partner of MTN Infrastructure TopCo, LP) MTN Infrastructure Lux II S.à r.l. 4 23, rue Aldringen L-1118 Luxembourg Citizenship: Luxembourg Principal Business: Holding Company Ownership Percentage: 25.26% (Indirect intermediate interest as limited partner of MTN Infrastructure TopCo, LP) MTN Infrastructure Lux III S.à r.l. 23, rue Aldringen L-1118 Luxembourg Citizenship: Luxembourg Principal Business: Holding Company Ownership Percentage: 25.26% (Indirect intermediate interest as limited partner of MTN Infrastructure TopCo, LP) 3 A Luxembourg Société en Commandite Simple Spéciale (“SCSp”) is most similar to a U.S. limited partnership. 4 A Luxembourg Société à responsabilité limitée (“S.à.r.l”) is most similar to a U.S. limited liability company. 3

MTN Infrastructure Sidecar 1 SCSp 23, rue Aldringen L-1118 Luxembourg Citizenship: Luxembourg Principal Business: Holding Company Ownership Percentage: 47.97% (Indirect intermediate interest as owner of 96% of the equity in MTN Infrastructure Lux II S.à r.l. and 96% of the equity of MTN Infrastructure Lux III S.à r.l.) The following entities hold a 10% or greater interest in MTN Infrastructure TopCo GP, LLC and thus an indirect 10% or greater interest in Lumos Parent: EQT Infrastructure III (GP) SCS 5 23, rue Aldringen L-1118 Luxembourg Citizenship: Luxembourg Principal Business: General Partner Ownership Percentage: 100% (indirectly as 100% owner of MTN Infrastructure TopCo GP, LLC and General Partner of the following entities: MTN Infrastructure Co-invest 1 SCSp, MTN Infrastructure Co-invest 2 SCSp, MTN Infrastructure Sidecar 1 SCSp, and MTN Infrastructure Sidecar 2 SCSp) EQT Fund Management S.à r.l. 23, rue Aldringen L-1118 Luxembourg Citizenship: Luxembourg Principal Business: General Partner Ownership Percentage: 100% (indirectly by exercising management control of EQT In- frastructure III (GP) SCS) EQT Infrastructure III General Partner S.à r.l. 6 23, rue Aldringen L-1118 Luxembourg Citizenship: Luxembourg Principal Business: General Partner Ownership Percentage: 100% (indirectly as 5% equity holder and General Partner of EQT Infrastructure III (GP) SCS) 5 A Luxembourg Société en Commandite Simple (“SCS”) is most similar to a U.S. lim- ited partnership. 6 See note 4 supra. 4

EQT Holdings Infrastructure III B.V. 7 World Trade Center Schiphol, H-Tower Floor 4, Schiphol Boulevard 355 1118 BJ Schiphol, The Netherlands Citizenship: Netherlands Principal Business: Limited Partner Ownership Percentage: 94.9% (indirectly as Limited Partner of EQT Infrastructure III (GP) SCS) EQT Holdings B.V. World Trade Center Schiphol, H-Tower Floor 4, Schiphol Boulevard 355 1118 BJ Schiphol, The Netherlands Citizenship: Netherlands Principal Business: Limited Partner Ownership Percentage: 94.9% (indirectly as 100% direct owner of EQT Holdings Infra- structure III B.V.) EQT AB 8 Hovslagargatan 3, 103 27 Stockholm, Sweden Citizenship: Sweden Principal Business: Investments/Holding Company Ownership Percentage: 100% (indirectly as 100% direct owner of EQT Holdings BV and 100% direct owner of EQT Infrastructure III General Partner S.à r.l) EQT International Holdings B.V. World Trade Center Schiphol, H-Tower Floor 4, Schiphol Boulevard 355 1118 BJ Schiphol, The Netherlands Citizenship: Netherlands Principal Business: Holding Company Ownership Percentage: 100% (indirectly as 81% equity owner of EQT AB) EQT Holdings Coöperatief W.A. 9 World Trade Center Schiphol, H-Tower Floor 4, Schiphol Boulevard 355 1118 BJ Schiphol, The Netherlands 7 A Dutch Besloten Vennootschap (“BV”) is most similar to a U.S. limited liability company. 8 A Swedish Aktiebolag (“AB”) is most similar to a U.S. corporation or limited liabil- ity company; EQT AB is most similar to a U.S. corporation. 9 A W.A. entity is a Dutch cooperative association of members. 5

Citizenship: Netherlands Principal Business: Members Association Ownership Percentage: 100% (indirectly as 100% equity owner of EQT International Holdings B.V.) Investor Investment Holding AB 10 Arsenalgatan 8C, 103 32 Stockholm, Sweden Citizenship: Sweden Principal Business: Holding Company Ownership Percentage: 19% (indirectly as 19% owner of EQT AB) Investor Holding AB 11 Arsenalgatan 8C, 103 32 Stockholm, Sweden Citizenship: Sweden Principal Business: Holding Company Ownership Percentage: 19% (indirectly as 100% owner of Investor Investment Holding AB) Investor AB 12 Arsenalgatan 8C, 103 32 Stockholm, Sweden Citizenship: Sweden Principal Business: Holding Company Ownership Percentage: 19% (indirectly as 100% owner of Investor Holding AB) Investor AB is a publicly traded company listed on the Nasdaq Stockholm stock exchange (ticker symbol INVEB). The ownership of Investor AB is broadly held and no single individual or entity owns or controls 50% or more of Investor AB. Thus no individual or entity has a 10% or greater interest in EQT AB or Lumos Parent, either by virtue of voting rights or economic interests in Investor AB or by operation of the Commission’s ownership disclosure rules. Investor AB, consistent with Swedish corporate law (and similar to U.S. public corporations), selects its directors pursuant to a public meeting of the company’s shareholders. These share- holders exercise their vote for members of the Board of Directors consistent with the voting rights to which they are entitled based on the number and class of shares they own. The elected Board of Directors of Investor AB is authorized to appoint a President, who then holds authority to appoint other executives to facilitate the effective operation of the company. The current corporate officers and directors of Investor AB (and their country of citizenship) are: 10 Investor Investment Holding AB is most similar to a U.S. corporation. 11 Investor Holding AB is most similar to a U.S. corporation. 12 Investor AB is most similar to a U.S. Corporation. 6

Board of Directors 13 Jacob Wallenberg, Sweden Marcus Wallenberg, Sweden Josef Ackerman, Switzerland Gunnar Brock, Sweden Johan Forsell, Sweden Magdalena Gerger, Sweden Tom Johnstone, Great Britain Grace Reksten Skaugen, Norway Hans Stråberg, Sweden Lena Treschow Torell, Sweden Sara Öhrvall, Sweden Officers Johan Forsell, President and CEO, Sweden Helena Saxon, CFO, Sweden Petra Hedengran, General Counsel and Head of Corporate Governance and Compliance, Sweden Daniel Nodhäll, Head of Listed Core Investments, Sweden Stefan Stern, Head of Corporate Relations, Sustainability and Communications, Sweden Christian Cederholm, Co-Head of Patricia Industries, Sweden Noah Walley, Co-Head of Patricia Industries, United States and Great Britain Jessica Häggström, Head of Human Resources, Sweden Ownership and Control of EQT Holdings Coöperatief W.A. EQT Holdings Coöperatief W.A (EQT Coöperatief) is not a corporation but is a Dutch coopera- tive association of its members. The members vote, based on their voting rights, to appoint managers of the organization. No single member of EQT Coöperatief owns 10% or more of the economic rights in the organization. Similarly, no member of EQT Coöperatief holds 10% or more of the voting rights under EQT Coöperatief’s articles of formation. Instead, those articles provide for relatively equal voting rights for each member, and there are enough members so that no one member has 10% or more of the voting rights in EQT Coöperatief pursuant to such articles. There is, however, a voting agreement among the members of EQT Coöperatief that allocates voting rights for operational issues differently. While these voting rights are also broadly dis- persed among EQT Coöperatief’s members, one member of EQT Coöperatief exercises 12.97% of the voting rights for operational issues under the agreement. The ownership information for this member is provided below. 13 https://www.investorab.com/about-investor/organization/ 7

Qarlbo Netherlands B.V. World Trade Center Schiphol, H-Tower Floor 4, Schiphol Boulevard 355 1118 BJ Schiphol, The Netherlands Citizenship: Netherlands Principal Business: Holding Company Ownership Percentage: 12.97% voting (indirectly as 12.97% owner of EQT Holdings Coöperatief W.A.) Conni Yngve Jonsson PO Box 164 09 103 27 Stockholm, Sweden Citizenship: Sweden Principal Business: Individual Investor Ownership Percentage: 12.97% voting (indirectly as 100% owner of Qarlbo Netherlands B.V.) Under the voting agreement, no other owner of EQT Coöperatief controls 10% or more of the voting power. The managers of EQT Coöperatief, appointed by majority vote of the members of EQT Coöper- atief in accordance with the members’ agreement, are Victor Alexander de Roo, a citizen of the Netherlands, and Martijn van der Schaaf, also a citizen of the Netherlands. Neither manager is a member of EQT Coöperatief. 8

FCC Form 312 Transfer of Control Exhibit F (Items 43, A21) Transferee: MTN Infrastructure TopCo, Inc. Transferor: Lumos Networks Corp. Licensee: Lumos Media, Inc. f/k/a NTELOS Media Inc. NOTICE OF TRANSFER OF CONTROL OF RECEIVE-ONLY EARTH STATION Lumos Media, Inc., formerly known as NTELOS Media Inc., hereby notifies the Federal Communications Commission (“Commission”) that on November 17, 2017, MTN Infrastructure TopCo, Inc. (“MTN Infrastructure”) acquired all of the outstanding common stock of Lumos Networks Corp. (“Lumos Parent”), which wholly owns its subsidiary Lumos Media, Inc. This transaction was completed with the approval of the Commission for the transfer of control of domestic and international 214 authority from Lumos Parent to MTN Infrastructure. 14 14 See Public Notice, Domestic Section 214 Application Granted for the Transfer of Control of Lumos Networks Corp. to MTN Infrastructure TopCo, Inc., WC Docket No. 17-60, DA 17-1094 (rel. Nov. 8, 2017); Public Notice, International Authorizations Granted, Report No. TEL-01876, DA 17-1097, at 3 (rel. Nov. 9, 2017).

Correspondence concerning this Notice should be sent to: For Transferee: For Transferor and Licensees: Andrew D. Lipman Regina M. Keeney Russell M. Blau Emily J.H. Daniels Joshua M. Bobeck LAWLER, METZGER, KEENEY & LOGAN, MORGAN, LEWIS & BOCKIUS LLP LLC 1111 Pennsylvania Ave. NW 1717 K Street, NW, Suite 1075 Washington, DC 20004 Washington, DC 20006 Tel: 202-739-3000 Tel: 202-777-7700 Fax: 202-739-3001 Fax: 202-777-7763 andrew.lipman@morganlewis.com gkeeney@lawlermetzger.com russell.blau@morganlewis.com edaniels@lawlermetzger.com joshua.bobeck@morganlewis.com With a copy to: Mary McDermott Senior Vice President and General Counsel Lumos Networks Corp. One Lumos Plaza, P.O. Box 1068 Waynesboro, VA 22980 Tel: 540-946-8677 mcdermottm@lumosnet.com

Exhibit A Corporate Organization Chart

Exhibit A Conni Yngve Jonsson Other Owners of EQT Investor AB Holdings Qarlbo Netherlands B.V. Coöperatief W.A. [87.03% (Voting)] [12.97% (Voting)] EQT Holdings Investor Holding AB Coöperatief W.A. 100% of Common Investor EQT International Investment Holding Holdings B.V. AB [81.0%] [19.0%] EQT AB EQT Infrastructure III General Partner EQT Holdings B.V. S.à. r.l. GP [ 5 . 0 %] EQT Holdings EQT Fund Infrastructure III Management B.V. S.à. r.l. [94.9%] AIF Manager EQT Infrastructure III (GP) SCS GP MTN Infrastructure Sidecar 1 SCSp [96.0%] GP GP GP MTN Infrastructure MTN Infrastructure MTN Infrastructure MTN Infrastructure MTN Infrastructure Lux III S.à. r.l. Lux II S.à. r.l. Sidecar 2 SCSp Co-invest 1 SCSp Co-invest 2 SCSp [25.26%] [25.26%] MTN Infrastructure Limited Partners TopCo GP, LLC Collectively 100% GP MTN Infrastructure TopCo, LP MTN Infrastructure TopCo Blocker, Inc. MTN Infrastructure Intermediate GP, Inc. MTN Infrastructure GP Intermediate, LP All ownership percentages are 100% unless depicted otherwise MTN Infrastructure TopCo, Inc. Clemson MidCo, LLC Lumos Networks Corp. Clemson BidCo, LLC* Existing Lumos SCTG, LLC Subsidiaries Existing Spirit Subsidiaries • See Joint Application of SCTG, LLC, South Carolina Net, Inc. d/b/a Spirit Telecom South Carolina Telecommunications Group Holdings LLC, PalmettoNet Inc., FRC, LLC and Clemson BidCo, LLC for authority pursuant to Section 214 of the Communications Act of 1934, as amended, to Transfer Indirect Control of Domestic and International 214 Authorization Holders to Clemson BidCo, LLC, IBFS File No. ITC-T/C-20170821-00135 (filed Aug. 21, 2017).


Document Created: 2017-12-12 13:03:41
Document Modified: 2017-12-12 13:03:41
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