The Shadow
NOTICE TO THE PUBLIC OF A PETITION BY
MTN INFRASTRUCTURE TOPCO LP, LUMOS TELEPHONE
LLC, LUMOS TELEPHONE OF BOTETOURT, LLC AND
TRAILBLAZER
HOLDCO, LLC AND T-MOBILE US, INC.,
T-MOBILE FIBER JV HOLDINGS LLC FOR APPROVAL TO
TRANSFER CONTROL
PURSUANT TO THE UTILITY TRANSFERS
ACT, VA. CODE § 56-88 ET SEQ.
CASE NO. PUR-2024-00102
On June 20, 2024, MTN Infrastructure TopCo LP (“MTN
Infrastructure” or “Transferor”); Lumos Telephone LLC (“Lumos
Telephone”); Lumos Telephone of Botetourt, LLC (“Lumos
Botetourt”) (Lumos Telephone and Lumos Botetourt together the
“Licensees”); and Trailblazer Holdco, LLC (“Trailblazer Holdco”
or “Transferee”), and T-Mobile US, Inc. (“T-Mobile”); T-Mobile
Fiber JV Holdings LLC (“T-Mobile Fiber”) (collectively, “Joint
Petitioners”) completed the filing of a Joint Petition (“Petition”)
with the State Corporation Commission (“Commission”) for
approval pursuant to Utility Transfers Act, Chapter 5 of Title 56
of the Code of Virginia (“Code”), requesting approval to transfer
control of the Licensees held by wholly owned subsidiaries of MTN
Infrastructure to Trailblazer Holdco (the “Proposed Transaction”).
According to the Petition, the Proposed Transaction will result
in T-Mobile and the EQT Infrastructure VI Fund, through wholly
owned subsidiaries, being 50/50 owners of Trailblazer Holdco,
which will indirectly own and control 100 percent of the Licensees.
The Licensees are incumbent local exchange carriers (‘‘ILEC”)
authorized to provide local exchange and long distance telephone
services and paging services in the Commonwealth of Virginia.
In support of the Proposed Transaction, the Joint Petitioners
represent the Licensees will continue to have the financial,
managerial, and technical resources to provide intrastate
telecommunications services under EQT’s and T-Mobile’s joint
ownership and control. The Joint Petitioners state that the Transferee
is managerially, technically, and financially well qualified to
complete the Proposed Transaction and assume indirect ownership
and control of Licensees. The Joint Petitioners further state the
Proposed Transaction will strengthen the financial position of the
Licensees by providing access to capital from new funding sources,
enabling accelerated investment in the companies’ networks and
expansion of those fiber networks. The Joint Petitioners also
represent that the Proposed Transaction will aid in the deployment
of broadband to rural and underserved communities who do not
have access to fiber today.
The Joint Petitioners state that the Proposed Transaction is in
the public interest, because the Licensees will continue to provide
high-quality communications services to their customers without
interruption, and will increase competition. The Joint Petitioners
further represent that the Licensees’ existing tariffs and price lists
will not be affected by the Proposed Transaction and will remain
in effect (subject to change in the ordinary course of business) and
that any future changes, if any, in rates, terms and conditions of
service will be made in accordance with applicable rules and notice
requirements.
Copies of the Petition may be downloaded from the Commission’s
website: scc.virginia.gov/pages/Case-Information, or may be
obtained by contacting counsel for the Joint Petitioners: Cliona M.
Robb, Esquire, Thompson McMullan, P.C.,100 Shockoe Slip, 3rd
Floor, Richmond, Virginia, 23219, crobb@t-mlaw.com.
On or before September 4, 2024, any interested person may
submit comments on the Petition electronically by following
the instructions on the Commission’s website: scc.virginia.gov/
casecomments/Submit-Public-Comments. Those unable, as a
practical matter, to submit comments electronically may file
such comments by U.S. mail to the Clerk of the Commission, c/o
Document Control Center, P.O. Box 2118, Richmond, Virginia
23218-211.8. All comments shall refer to Case No. PUR-2024-
00102.
On or before September 4, 2024, any interested person may
file a request for a hearing on the Petition with the Clerk of the
Commission at scc.virginia.gov/clk/efiling. Those unable, as a
practical matter, to file electronically may file a request for hearing
by U.S. mail to the Clerk of the Commission at the address listed
above. Such request for hearing shall include the email addresses
of such parties or their counsel, if available. Requests for a hearing
shall include: (i) a precise statement of the filing party’s interest
in the proceeding; (ii) a statement of the specific action sought
to the extent then known; (iii) a statement of the legal basis for
such action; and (iv) a precise statement why a hearing should be
conducted in this matter. All requests for a hearing shall refer to
Case No. PUR-2024-00102. Persons filing a request for hearing
shall send a copy of their request to counsel for Joint Petitioners.
MTN INFRASTRUCTURE TOPCO, LP
TRAILBLAZER HOLDCO, LLC, ET AL.
