Mergers & Acquisitions: Yellowhammer Networks Acquiring BroadLife Communications’ Alabama RDOF Support & Obligations
April 7, 2023 – The FCC’s Wireline Competition Bureau is seeking public comment on s Section 214 application filed by BroadLife Communications, Inc. and Yellowhammer Networks, LLC requesting consent for the transfer of certain assets from BroadLife to Yellowhammer.[1] The transaction involves the assignment and Yellowhammer’s assumption of BroadLife’s Rural Digital Opportunity Fund (RDOF) support obligations in certain Alabama census blocks and right to receive corresponding RDOF support.[2]
Additionally, the Bureau is seeking comment on Yellowhammer’s petition for designation as an eligible telecommunications carrier in census blocks in Alabama where BroadLife is authorized to receive RDOF support.
Comments are due on or before April 21, 2023, and reply comments are due April 28, 2023. Comments on the transfer of control application must reference WC Docket No. 23-23. Pleadings for the ETC Petition must reference WC Docket Nos. 09-197 and 23-23.
BroadLife Communications – “Developer & Potential Provider”
BroadLife, a Delaware corporation, describes itself as a “developer and potential provider of broadband Internet access service over fiber-based networks.” BroadLife is an ETC that is authorized to receive $26,461,542 in RDOF support over ten years to provide service to 7,483 locations in Alabama. However, BroadLife does not currently offer any telecommunications services in the RDOF census blocks.
Yellowhammer Networks – Infrastructure Development Companies
Yellowhammer is a Delaware limited liability company. Yellowhammer and its affiliates are infrastructure development companies that do not currently offer domestic telecommunications services. Yellowhammer is held by private equity funds Meridiam Infrastructure North America Fund III, LP and its parallel funds (collectively, Meridiam Fund III), and thus held indirectly through limited partnership and limited liability company interests by numerous investors. Meridiam Fund III and all its subsidiaries, including Yellowhammer, are managed by Meridiam Infrastructure North America Corporation, a Delaware corporation. Yellowhammer is ultimately controlled Thierry Déau, the President of Meridiam, a citizen of France.
Supplement To Section 214 Application (Feb. 15, 2023)
Assignment & Assumption Agreement
Pursuant to an Assignment and Assumption Agreement, and subject to FCC consent of the Section 214 application and the Yellowhammer ETC Petition, BroadLife has agreed to assign to Yellowhammer:
RDOF support that BroadLife has received and will have received prior to the consummation of the transaction, net of state and federal income taxes owed on RDOF support BroadLife received in 2022;
BroadLife’s entitlement to receipts of all future RDOF support; and
All of BroadLife’s obligations associated with the receipt of RDOF support for the Alabama RDOF locations.
The proposed transaction would involve the exchange and assumption of Universal Service Fund high-cost mechanism obligations. As a result, the parties’ Section 214 application has been accepted for non-streamlined processing in order for the Wireline Bureau to sufficiently analyze whether the parties’ proposed transaction would serve the public interest. Additional information is available from the Bureau’s Public Notice and the parties’ Section 214 application and supplement.
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[1] Domestic Section 214 Application Filed For The Transfer Of Control Of Certain Assets Of BroadLife Communications, Inc. To Yellowhammer Networks, LLC; Petition Filed For The Designation Of Yellowhammer Networks, LLC As An Eligible Telecommunications Carrier; Non-Streamlined Pleading Cycle Established; WC Docket Nos. 23-23, 09-197, Public Notice, DA 23-305 (Apr. 7, 2023), https://docs.fcc.gov/public/attachments/DA-23-305A1.pdf.
[2] BroadLife Communications, Inc. and Yellowhammer Networks, LLC, Joint Application For Consent To Assignment Of Domestic Section 214 Authorization, WC Docket No. 23-23 (Jan. 13, 2023), https://www.fcc.gov/ecfs/document/1011389787924/1; BroadLife Communications, Inc. and Yellowhammer Networks, LLC, Supplement To Joint Application For Consent To Assignment Of Domestic Section 214 Authorization, WC Docket No. 23-23 (Feb. 15, 2023), https://www.fcc.gov/ecfs/document/1021570497286/1.
