Recent Mergers & Acquisitions In The Communications Industry
Mergers & Acquisitions: Premier Communications Purchasing Northern Iowa Communications Partners’ Customer Base In Estherville, Iowa
January 7, 2021 – The FCC’s Wireline Competition Bureau is seeking comment on a Section 214 application filed by Northern Iowa Communications Partners, LLC (NICP) and Premier Communications, Inc. requesting approval for the acquisition of NICP’s customer base in Estherville, Iowa, by Premier. Comments are due on or before January 21, 2021, and reply comments are due January 28, 2021.
NICP, an Iowa limited liability corporation, provides competitive local exchange carrier (LEC) and long distance services to approximately 15 business customers in the town of Estherville in Emmet County, Iowa. The town of Estherville is located within the Estherville exchange, served by CenturyLink Communications.
Premier, an Iowa corporation, provides competitive LEC and other telecommunications services in the Iowa exchanges of Akron, Boyden, Doon, Hull, Ireton, Rock Valley, Rock Rapids, LeMars, Orange City, George, Merrill, Ashton, Arnolds Park, Lake Park, Sheldon, Ocheyedan, Milford, Spirit Lake, Fostoria, and a portion of the Minnesota exchange of Ellsworth that falls within Iowa. Premier is wholly owned by Mutual Telephone Company of Sioux Center, Iowa d/b/a Premier Communications (Mutual), an Iowa corporation, which provides service as an incumbent LEC in the Sioux Center, Iowa exchange.
Pursuant to an Asset Purchase Agreement, Premier will acquire the voice customer base of NICP in the town of Estherville, Iowa. NICP provides telecommunications services over facilities owned by Estherville Communications, a Premier affiliate, through a network lease agreement. Upon completion of the transaction, Premier will enter into a network lease agreement with Estherville Communications to provision service to the acquired Estherville voice customer base. The blanket domestic Section 214 authorizations held by NICP and Premier will continue to be held by each respective entity following consummation of the proposed transactions.
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Mergers & Acquisitions: New Florence Telephone Company Purchasing Seneca Tel., Ozark Tel., Goodman Tel., Cleveland County Tel., Decatur Tel., Wyandotte Tel., and S-GO Leasing Company
December 21, 2020 – The FCC’s Wireline Competition Bureau is seeking comment on a Section 214 application filed by W. Jay Mitchell, Brian J. Mitchell, and New Florence Telephone Company requesting consent to transfer control of seven companies owned by the Mitchells to New Florence. Comments Due: January 4, 2021Reply Comments Due: January 11, 2021
The Mitchell companies are Seneca Telephone Company (Seneca), Ozark Telephone Company (Ozark), Goodman Telephone Company (Goodman), Cleveland County Telephone Company (Cleveland), Decatur Telephone Company Decatur), Wyandotte Telephone Company (Wyandotte), and S-GO Leasing Company (S-GO). Mr. W. Jay Mitchell and Mr. Brian J. Mitchell, both U.S. citizens, own controlling interests in the Mitchell companies, which all provide rural incumbent local exchange carrier (LEC) service, except for S-GO, which provides interexchange and broadband services in the exchanges of the other Mitchell Companies.
New Florence, a Missouri corporation, provides rural incumbent LEC service to 212 access lines in the New Florence exchange in Missouri. Oregon Telephone Corporation (OTC), an Oregon corporation that provides incumbent LEC service in Oregon, owns 100% of the equity of New Florence. Mr. Garrin Bott, a U.S. citizen, owns 100% of the equity of OTC. New Florence and OTC own multiple other rural incumbent LECs in several states, including Missouri. The applicants state that the service territories of these other LECs are not adjacent to and do not overlap with the exchanges of the Mitchell companies, and assert that a grant of the Application would serve the public interest, convenience, and necessity. Pursuant to the terms of the proposed transaction, New Florence will acquire 100% of the capital stock of the Mitchell companies. Because the transaction is more complex than usual, in order to analyze whether the proposed transaction would serve the public interest, the FCC has accepted the Application for non-streamlined filing.
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Mergers & Acquisitions: Stonepeak Purchasing Cable & Broadband Companies Owned By Radiate Holdings
December 16, 2020 – The FCC’s Wireline Competition Bureau and International Bureau are seeking comment on a Section 214 application filed by Radiate Holdings, L.P. and Stonepeak Associates IV LLC, seeking transfer of certain communications service providers owned by Radiate Holdings to Stonepeak. Comments are due on or before December 30, 2020, and reply comments are due January 6, 2021.
Radiate Holdings, a Delaware limited partnership, serves as the common parent entity for the following companies that provide cable, competitive telecommunications, and broadband services to over one million customers in multiple states: RCN Telecom Services (Lehigh) LLC; RCN Telecom Services of Philadelphia, LLC; RCN Telecom Services of New York, LP; RCN Telecom Services of Massachusetts, LLC; RCN Telecom Services of Illinois, LLC; Starpower Communications, LLC; Grande Communications Networks, LLC; Astound Broadband LLC; Astound Phone Service, LLC; ETS Telephone Company, Inc.; and ETS Cablevision, Inc. Together, these companies form the sixth largest cable operator in the U.S. while also operating as telecommunications service providers in ten states and the District of Columbia.
Stonepeak Associates IV LLC is a Delaware limited liability company affiliated with private equity funds managed by Stonepeak Infrastructure Partners, a specialized private equity firm that invests in strategically important infrastructure assets within the communications, energy, power, water, renewables, and transportation sectors.
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Mergers & Acquisitions: Dobson Technologies Purchasing Lavaca Tel. & Subsidiaries
December 9, 2020 – The FCC’s Wireline Competition Bureau is seeking comment on a Section 214 application filed by Lavaca Telephone Company, Inc. d/b/a Pinnacle Communications (Lavaca) and Dobson Technologies, Inc. (Dobson) requesting consent to transfer control of Lavaca and its subsidiaries, Pinnacle Telecom, LLC and Vantage Telecom LLC d/b/a Pinnacle Telecom to Dobson. Comments are due on or before December 23, 2020, and reply comments are due December 30, 2020.
Lavaca, an Arkansas corporation, provides service as an incumbent local exchange carrier to approximately 1,748 access lines in the Lavaca exchange in rural western Arkansas and the Panama/Shady Point exchange in rural eastern Oklahoma. Pinnacle Telecom, an Arkansas LLC and wholly owned subsidiary of Lavaca, is authorized to provide service as a competitive LEC in Arkansas and in limited areas in Oklahoma. Pinnacle Telecom holds a 51% membership interest in Vantage Telecom, an Arkansas LLC, which provides service as a competitive LEC in Arkansas and Oklahoma, as well as wholesale telecommunications services in Missouri.
Dobson is an Oklahoma-based, privately-owned telephony company. Through its wholly owned subsidiaries, Dobson owns and operates a 4,000-mile fiber optic network in Oklahoma and Texas, operates as an ILEC in western and eastern Oklahoma, and provides fiber-based CLEC services in Oklahoma and Texas. Pursuant to a November 2020 Equity Interest Purchase Agreement, Dobson will acquire all of the equity interests in Lavaca and, indirectly, its subsidiaries, including the minority shares in Vantage held by third parties.
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Mergers & Acquisitions: Twin Valley Buying Southern Kansas Telephone Company
November 30, 2020 – The FCC’s Wireline Competition Bureau is seeking comment on a Section 214 application filed by Southern Kansas Telephone Company, Inc., SKT, Inc., and Twin Valley Management, Inc. requesting consent to transfer control of Southern Kansas and SKT to Twin Valley. Comments are due on or before December 14, 2020, and reply comments are due December 21, 2020.
Southern Kansas, a Kansas corporation, provides telecommunications services as an incumbent local exchange carrier (LEC) to approximately 2,494 access lines in south central and southeastern Kansas. It provides services in 13 local exchanges in the counties of Butler, Chautauqua, Cowley, Elk, Greenwood, Sedgwick, Sumner, and Wilson. SKT, a Kansas corporation and an affiliate of Southern Kansas, provides competitive LEC services to approximately 710 access lines in south central and southeastern Kansas. SKT also owns a non-controlling interest in Kansas Fiber Network, LLC.
Twin Valley Management operates as a holding company. Its wholly-owned subsidiary, Twin Valley Telephone, Inc. (TVT), provides telecommunications services as an incumbent LEC to approximately 3,306 access lines in north central Kansas. TVT provides services in 19 local exchanges in the counties of Clay, Cloud, Dickinson, Geary, Lincoln, Mitchell, Pottawatomie, Republic, Riley, Saline, and Washington. Twin Valley Management’s wholly-owned subsidiary Twin Valley Communications, Inc. (TVC) provides competitive LEC services to approximately 750 access lines in north central Kansas. TVC also owns a non-controlling interest in Kansas Fiber Network, LLC.
Twin Valley Management is purchasing 100% of the issued and outstanding stock of Southern Kansas and SKT. When the deal closes, both Southern Kansas and SKT will continue operating as wholly owned subsidiaries of TVM and as sister companies of TVT and TVC. TVT’s service area does not overlap with or have any adjacent borders with the service areas of Southern Kansas or SKT. SKT’s interest in Kansas Fiber Network, LLC will be transferred to TVC.
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Mergers & Acquisitions: GI Partners Purchasing Vast Broadband
November 20, 2020 – The FCC’s Wireline Competition Bureau is seeking comment on a Section 214 application filed by Python Holdings, L.P., Clarity Telecom, LLC, and GI DI Rushmore Topco LLC (GI DI) requesting consent to transfer control of Clarity to GI DI. Comments are due on or before December 4, 2020, and reply comments are due December 11, 2020.
Clarity Telecom, LLC, headquartered in Sikeston, Missouri, provides telecommunications services in Minnesota and South Dakota under the brand Vast Broadband. Vast Broadband is an incumbent local exchange carrier in South Dakota and is authorized to provide competitive LEC and interexchange services in Minnesota and South Dakota. Clarity Telecom, LLC is a wholly owned subsidiary of Clarity Telecom Holdings, LLC, a Delaware limited liability company. Clarity Telecom Holdings is an indirect, wholly owned subsidiary of Python Holdings, L.P. Python Holdings, L.P. is an investment fund primarily owned and controlled by funds and entities affiliated with Pamlico Capital and Oak Hill Capital Partners, which are private equity funds based in the U.S.
GI DI, a Delaware limited liability company, was created for the purpose of completing the proposed transaction. GI DI is wholly owned by GI DI Rushmore Parent, which, in turn, is wholly owned by GI DI Rushmore Holdings LP. Rushmore Holdings is owned and is controlled by two private equity funds, GI Partners Data Infrastructure Fund LP and GI Partners Data Infrastructure Fund-A LP and another limited partner, Rushmore Opportunity LP.
The parties have entered into an agreement whereby GI DI will indirectly acquire all of the ownership interests in Clarity Telecom, LLC, making Clarity a wholly owned, indirect subsidiary of GI DI. The Section 214 authorizations currently held by Clarity will continue to be held by Clarity following consummation of the proposed Transaction. The Transaction will not result in any loss or impairment of service for any of Clarity’s customers and will have no adverse effects upon competition in any areas where Clarity provides telecommunications service.
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