Mergers & Acquisitions: TPG Global’s Subsidiary, Radiate Holdings, Acquiring Three California Companies – Deal Will Create 6th Largest Cable Operator In U.S.
October 7, 2020 – The FCC’s Wireline Competition Bureau is seeking comment on a Section 214 application filed by Digital West Holdings, Inc., Digital West Networks, Inc., Norcast Communications Corporation, Blue Rooster Telecom, Inc., and Radiate Holdings, L.P. requesting approval to transfer control of Digital West Networks, Norcast, and Blue Rooster from Digital West Holdings to Radiate Holdings.[1] Comments are due on or before October 21, 2020, and reply comments are due October 28, 2020.
The Transaction Will Create The Sixth Largest Cable Operator In The U.S.
Pursuant to a July 2020 agreement, Radiate Holdings, through another wholly-owned subsidiary, Radiate Acquisition, Inc., will acquire all of the direct stock interests in Digital West and, thus, all of the indirect interests in Norcast and Blue Rooster.[2] When the deal closes, Digital West will be a direct wholly-owned subsidiary of Radiate Acquisition. Norcast and Blue Rooster will be indirect wholly-owned subsidiaries of Radiate Acquisition. When Digital West, Norcast, and Blue Rooster join the Radiate “family of companies,” the deal will “form the sixth largest cable operator in the United States while operating as telecommunications providers in eleven jurisdictions, offering intrastate, interstate, and international telecommunications services.”[3]
Digital West Holdings And Its Wholly-Owned Subsidiaries – Digital West Networks, Norcast Communications and Blue Rooster Telecom
Digital West Holdings is a Delaware investment holding corporation for Digital West Networks. In 2017, Digital West Holdings and Digital West Networks acquired all of the interests in Norcast and Blue Rooster. Digital West Networks is a California corporation that holds domestic Section 214 authority, as well as a Certificate of Public Convenience and Necessity (CPCN) from the California Public Utility Commission (CPUC) to provide intrastate local and long distance telecommunications services. Norcast, a California corporation, holds domestic Section 214 authority, as well as a CPCN from the CPUC to provide intrastate telecommunications services. Blue Rooster is a California corporation that holds domestic Section 214 authority, as well as a CPCN from the CPUC to provide intrastate telecommunications services.
Digital West, Norcast, and Blue Rooster provide various data, voice, and cloud services primarily to business customers in San Luis Obispo and northern Santa Barbara Counties in California. They also provide services in other areas of California to a small number of customers, including residential customers residing in Santa Paula, California.
Radiate Holdings & TPG Global, LLC
Radiate Holdings, a Delaware limited partnership, is a holding company that is majority owned and controlled by certain investment funds ultimately controlled by the principals of TPG Global, LLC. Radiate Holdings is managed, operated, and controlled by a Delaware limited liability company, Radiate Holdings GP, LLC, which is wholly-owned by its sole member, TPG Advisors VII, Inc., whose two shareholders are the persons with ultimate ownership and control of TPG Global, LLC. All of the entities in the Radiate ownership chain are U.S.-based. TPG Global, LCC is a global alternative asset firm founded in 1992 with investment platforms across a wide range of asset classes, including private equity, growth venture, real estate, credit, and public equity. It “currently has approximately $72 billion of assets under management.”
TPG Global, LLC controls the RCN Telecom Services entities, Grande Communications Networks, LLC, the Wave Broadband entities, and the En-Touch entities which, as of February 27, 2020, have over 990,000 customers and provide services such as high-speed internet, cable services, broadband products, digital TV, phone services, and fiber optic solutions.
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[1] Domestic Section 214 Application Filed For The Transfer Of Control Of Digital West Networks, Inc., Norcast Communications Corporation, And Blue Rooster Telecom, Inc. To Radiate Holdings, L.P.; Streamlined Pleading Cycle Established, WC Docket No. 20-325, Public Notice, DA 20-1172 (Oct. 7, 2020), https://ecfsapi.fcc.gov/file/10072452029054/DA-20-1172A1.pdf.
[2] Digital West Holdings, Inc., Transferor; Digital West Networks, Inc., Norcast Communications Corporation, and Blue Rooster Telecom, Inc., Licensees; and Radiate Holdings, L.P., Transferee; For Consent to a Transaction That Will Result in a Change of Control of Companies Holding Domestic and International Authority Pursuant to Section 214 of the Communications Act of 1934, as Amended, WC Docket No. 20-325, Application, pp. 5-6 (filed Oct. 2, 2020), https://ecfsapi.fcc.gov/file/10050359925203/Radiate-Digital%20West%20Application.pdf.
[3] Id. at p. 2.
