Mergers & Acquisitions: Cable One Files FCC Application For Purchase Of Hargray Communications

March 12, 2021 – The FCC’s Wireline Competition Bureau is seeking comment on a Section 214 application filed by Hargray Acquisition Holdings, LLC and Cable One, Inc. requesting approval to transfer control of Hargray to Cable One. Comments are due on or before March 26, 2021, and reply comments are due April 2, 2021. Cable One acquired a minority interest in Hargray Communications in exchange for Cable One’s assets in Anniston, Alabama and surrounding areas in October 2020, and in February 2021, announced it was purchasing the remaining 85% of Hargray. The deal for the outstanding equity implies a $2.2 billion total enterprise value for 100% of the equity interests of Hargray on a debt-free and cash-free basis.

Hargray Acquisition is a South Carolina holding company that provides communications services through 10 companies that hold FCC licenses: (1) Low Country Carriers, Inc.; (2) Hargray Telephone Company, Inc.; (3) Bluffton Telephone Company, Inc.; (4) Hargray, Inc.; (5) Hargray of Alabama, Inc.; (6) Hargray of Florida, Inc.; (7) Hargray of Georgia, Inc.; (8) ComSouth Telecommunications, Inc.; (9) ComSouth Telenet, Inc.; and (10) ComSouth Teleservices, Inc. The services are provided to residential and business customers in 14 markets across Alabama, Florida, Georgia, and South Carolina.

Cable One provides telecommunications services, broadband services, and other services in 21 states. Through its Sparklight and Clearwave brands, Cable One provides high-speed internet and advanced Wi-Fi solutions, cable television and phone service to more than 950,000 residential and business customers. Pursuant to the terms of an Agreement and Plan of Merger, Lighthouse Merger Sub LLC, a Delaware limited liability company, will merge with and into Hargray, with Hargray continuing as the surviving entity and becoming a wholly owned subsidiary of Cable One. This will result in Cable One acquiring 100% of the ownership interests of Hargray, as well as control of Hargray and its licensees.

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Mergers & Acquisitions: Verizon Wireless Purchasing Triangle Mobile

March 12, 2021 – Verizon Wireless has entered into an agreement with Triangle Mobile to, among other things, purchase Triangle’s LTE in Rural America (LRA) assets which serve Triangle’s current coverage area. Specifically, Verizon will purchase Triangle’s cellular and PCS licenses, and the 3G CDMA and LTE network assets and facilities associated with the licenses in portions of four Montana markets.

There are no related international Section 214 or other wireless authorizations involved in the proposed transaction – Triangle will retain its AWS-1 and AWS-3 spectrum licenses. After the deal closes, Verizon will upgrade parts of the networks, which will include ripping out Huawei equipment and replacing it:

Post-closing, Verizon Wireless intends to upgrade at its own expense Triangle’s existing network assets and facilities to provide better service throughout the Markets. While Triangle’s LTE network is already built to Verizon’s specifications, Triangle’s CDMA service includes equipment manufactured by Huawei. Verizon Wireless does not use Huawei equipment in any of its network infrastructure and, among other things, will replace all Huawei equipment before integrating Triangle’s CDMA network into Verizon Wireless’s network. The proposed transaction thus advances the Commission’s and the federal government's policy of removing Huawei equipment from U.S. communications infrastructure.

The transaction, which is expected to close sometime in mid-year 2021, will not affect Triangle Telephone Cooperative’s landline or Internet service customers, including those served by the co-op’s fixed wireless Internet service.

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Mergers & Acquisitions: DISH Purchasing MVNO Republic Wireless

March 8, 2021 – DISH Network Corporation has announced it has entered into an agreement to purchase Republic Wireless, a mobile virtual network operator which uses T-Mobile’s wireless network. When the deal closes – currently expected in the second quarter of 2021 – DISH will assume approximately 200,000 customers, the Republic Wireless brand, and other assets. The existing Relay division of Republic Wireless will then continue to operate as a standalone company and become a wholesale customer on DISH’s forthcoming nationwide 5G network.

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Mergers & Acquisitions: Cable One Purchasing Hargray Communications

February 15, 2021 – Cable One, Inc. has announced it is purchasing the remaining 85% of Hargray Communications it does not already own. Cable One acquired a minority interest in Hargray in exchange for Cable One’s assets in Anniston, Alabama and surrounding areas in October 2020. The deal implies a $2.2 billion total enterprise value for 100% of the equity interests of Hargray on a debt-free and cash-free basis. Hargray, founded in 1947, provides communications services, including gigabit-capable services, to residential and business customers in 14 markets across Alabama, Florida, Georgia, and South Carolina. Cable One, through its Sparklight and Clearwave brands, provides high-speed internet and advanced Wi-Fi solutions, cable television and phone service to more than 950,000 residential and business customers in 21 states. The transaction is subject to regulatory approvals and closing conditions, and is expected to be completed during the second quarter of 2021.

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Mergers & Acquisitions: Wyyerd Group Holdings Purchasing Zona Communications

February 4, 2021 – The FCC’s Wireline Competition Bureau is seeking comment on a Section 214 application filed by Esu Zona LLC, Accipiter Communications, Inc. d/b/a Zona Communications, and Wyyerd Group Holdings, LLC requesting approval to transfer control of Zona to Wyyerd Group Holdings. Comments are due on or before February 18, 2021, and reply comments are due February 25, 2021.

Accipiter Communications, Inc. d/b/a Zona Communications is a Nevada corporation that provides service as an incumbent local exchange carrier (LEC) in portions of Maricopa County and Yavapai County, Arizona. Founded in 1995, Zona provides high-speed internet, telephone, and digital television services to residents and businesses within a 1,100 square mile area of north Phoenix. Zona’s service area includes 700 square miles surrounding Lake Pleasant and Castle Hot Springs as well as a 400 square mile area northwest of White Tank Mountains along the Sun Valley Parkway corridor. It is wholly owned by Wyyerd Group, LLC (Wyyerd Group), a Delaware limited liability company, which, in turn, is majority owned (78.83%) by Esu Zona, a Delaware limited liability and investment company that does not itself provide telecommunications services.

Wyyerd Group Holdings, a newly formed Delaware limited liability company created for the purposes of this transaction, will, post-consummation, be majority owned and controlled by CGI Zoom Holdings, L.P. (66.47%), a Delaware limited partnership that is wholly owned by Carlyle CGI Zoom Aggregator, L.P., a Delaware limited partnership.

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