20250723APPLICATION.pdf

RECEIVED
July 23, 2025
IDAHO PUBLIC
July 23, 2025
UTILITIES COMMISSION
By Email to SECRETARY(&PUC.IDAHO.GOV FYB-T-25-01
Monica Barrios-Sanchez
Secretary
Idaho Public Utilities Commission
P.O. Box 83720
Boise, ID 83720-0074
Re: Notice of the Indirect Transfer of Control of FyberCom LLC
Dear Ms. Barrios-Sanchez:
FyberCom LLC dba FyberCom ("FyberCom") and FyberCom Holdco, Inc. ("FyberCom
Holdco") hereby provide notice ("Notice") to the Idaho Public Utility Commission
("Commission") of their agreement for FyberCom Holdco to consummate a transaction in which
FyberCom Holdco will acquire parent-level, ultimate control of FyberCom ("Transaction"), as
well as a financing transaction involving FyberCom that is associated with the Transaction.
FyberCom holds a certificate of public convenience and necessity issued ("CPCN") by the
Commission.
Consummation of the Transaction proposed by this Notice will serve the public interest by
providing additional sources of capital to FyberCom, which will enhance FyberCom's ability to
maintain, improve, and expand its network and services and to better compete in the
telecommunications marketplace in Idaho. The proposed Transaction will result in a change in
control of FyberCom at the parent level only. It will not involve the assignment of FyberCom's
licenses, assets, or customers, and FyberCom will continue to provide service to its existing
customers post-consummation subject to the same rates,terms,and conditions as currently offered.
Thus,the Transaction will not affect FyberCom's day-to-day operations and will be imperceptible
to FyberCom's customers. For the foregoing reasons, the proposed Transaction will benefit, and
not adversely affect, competition in Idaho.
L DESCRIPTION OF THE PARTIES
A. Transferor/Licensee: FyberCom LLC
FyberCom is an Idaho limited liability company headquartered at 3780 N. Yellowstone
Hwy., Idaho Falls, ID 83401. Voting control of FyberCom is collectively held by (i) U.S. citizens
Jared Stowell (34.6%), Steven McGhie (through Dynamic Networks, L.L.C.) (30.1%), and
Vincent Calkins (28.2%) and (ii) Community Trust of Utah (7.2%), a Utah charitable trust. An
organizational chart illustrating the current corporate structure of FyberCom is provided in Exhibit
A. FyberCom is a provider of broadband internet access services and a reseller of local
telecommunication exchange services in Eastern and Southern Idaho. FyberCom's services are
used by residential customers and by enterprise customers in a variety of industries, including
telecommunications, banking, retail, financial services, technology, and healthcare. On August 5,
2024, the Commission issued a CPCN to FyberCom authorizing the company to provide

telecommunications exchange services in Idaho. See FyberCom LLC's Application for a
Certificate of Public Convenience and Necessity to Provide Telecommunications Services in
Idaho, Case No. FYB-T-24-01, Order No. 36280 (ID PUC Aug. 5, 2024).
B. Transferee: FyberCom Holdco, Inc.
FyberCom Holdco is a newly formed Delaware corporation,and its address is 437 Madison
Avenue, Suite 2802, New York, NY, USA 10022. Upon consummation of the transaction,
FyberCom Holdco will be 100% owned by FyberCom Parent, Inc., a newly formed Delaware
corporation. FyberCom Parent, Inc. will be owned 100% by FyberCom Holdings, LP, a newly
formed Delaware limited partnership ("Topco"). FyberCom Holdings GP, Inc., a newly formed
Delaware corporation, is the general partner of Topco. Upon the closing of the Transaction, the
limited partners of Topco will be: (i) Novacap DI I A, L.P., (ii) Novacap DI I Blocker, L.P., (iii)
Novacap DI International I Blocker, L.P., (iv)Novacap DI International I B,L.P., (v)Novacap DI
International I D, L.P., (vi)Novacap DI U.S. 1, L.P., (vii)NVC DI I Blocker, L.P., and(viii)NVC
International Digital Infrastructure I, L.P. (the"Novacap Limited Partners").
Novacap DI I B,L.P. owns Novacap DI I Blocker, L.P., and Novacap DI International I A,
L.P. owns Novacap DI International I Blocker, L.P. (collectively with Novacap Limited Partners,
the "Novacap Entities"). Novacap Management Inc. has 100% control over the Novacap Entities
and is a private equity firm with over 40 years of experience specializing in long-term value
creation, with investments across technology, financial services, industrials, and digital
infrastructure sectors. In addition,U.S. citizens Vince Calkins, Jared Stowell, and Steven McGhie
(through Dynamic Networks, L.L.C.)will retain certain ownership as depicted in Exhibit A. Upon
consummation of the Transaction, FyberCom will become an indirect, wholly owned and
controlled subsidiary of FyberCom Holdco.
II. DESCRIPTION OF THE TRANSACTION
On July 15, 2025, FyberCom, FyberCom Holdco, and the current direct and indirect
interest holders in FyberCom Jared Stowell, Steven McGhie,Dynamic Networks, L.L.C.,Vincent
Calkins, and Community Trust of Utah entered into a Membership Interests Purchase Agreement
("Agreement"). Pursuant to the Agreement, FyberCom Holdco will acquire FyberCom's
membership units from FyberCom's current interest holders in a multi-step transaction for a
combination of cash and rollover equity. Upon consummation of the Transaction, FyberCom
Holdco, as indirectly, ultimately controlled by Novacap Management Inc., will indirectly control
FyberCom through a series of intermediate wholly owned and controlled pass-through companies,
and FyberCom's current interest holders will hold a minority direct and indirect interest in
FyberCom Holdco. Consummation of the Transaction is conditioned on approval of the Federal
Communications Commission ("FCC") for the transfer of control of certain FCC-issued licenses
held by FyberCom, as well as other industry-standard closing conditions. For the Commission's
reference,pre-and post-closing organization charts illustrating the current and post-consummation
corporate structure of FyberCom are provided as Exhibit A.
In connection with the Transaction, FyberCom proposes to enter into a Credit Agreement
by and among FyberCom, certain guarantors thereto, the lenders party thereto, the issuing lender,
and CoBank, ACB as administrative agent (the "Credit Agreement"). The Credit Agreement
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provides for a revolving credit facility with a two-year term in the amount of$15,000,000 (with a
potential upsizing of the facility to $40,000,000). The Credit Agreement contains standard
affirmative, negative, and financial covenants and is subject to usual and customary closing
conditions. The Credit Agreement includes a security interest in favor of the lenders on the real
and personal property assets of FyberCom.
III. THE TRANSACTION SUPPORTS THE PUBLIC INTEREST
The Transaction serves the public interest by providing additional sources of capital to
FyberCom,which will enhance FyberCom's ability to maintain,improve, and expand its networks
and services to better compete in the Idaho telecommunications market. The change in the ultimate
control of FyberCom will occur at the parent level and will not involve any assignment of operating
authority, assets,or customers. Moreover,the Transaction will not result in any loss of competitors
in the Idaho market.
FyberCom is managed by an experienced management and technical team, who will
continue to manage its day-to-day operations and businesses following completion of the
Transaction. Thus, FyberCom will continue to be operated by highly experienced, well-qualified
management and technical personnel.
Further, FyberCom will continue to provide competitive and innovative service to its
existing customers at the same rates, terms, and conditions, and in the same geographic areas, as
currently provided. Any future changes in the rates, terms, or conditions of service will be
undertaken pursuant to customer contracts and any applicable Idaho notice and tariff requirements.
Thus, the Transaction will not result in the discontinuance, reduction, loss, or impairment of
service to any customer. Indeed, the Transaction will have no effect on the day-to-day operations
of FyberCom and therefore will be imperceptible to FyberCom's customers.
For these reasons, the Transaction will benefit and not adversely affect competition in
Idaho because it will not result in a reduction of competitors, additional sources of capital will be
available to FyberCom as a result of the Transaction, and customers will continue to have access
to the same competitive alternatives they have today.
IV. DESIGNATED CONTACTS
All correspondence and communications with respect to this Notice should be addressed
or directed to as follows:
For FyberCom:
Jared Stowell, CEO
FyberCom
3780 N. Yellowstone Hwy.
Idaho Falls, ID 83401
Email:[e-mail]
With a copy to:
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Phillip R. Marchesiello
Wilkinson Barker Knauer, LLP
1800 M Street,N.W., Suite 800N
Washington, D.C. 20036
Tel: [phone]
Email: [e-mail]
For FyberCom Holdco:
Francois Laflamme and Jonathan LaSala
FyberCom Holdco, Inc.
3400 de FEclipse, Suite 700
Brossard, Quebec, J4Z OP3
E-mail: [e-mail] and [e-mail]
With a copy to:
Michael Lazarus
Jessica Gyllstrom
Telecommunications Law Professionals PLLC
1025 Connecticut Avenue,NW
Suite 1011
Washington, DC 20036
Tel: [phone]
Email: [e-mail] and [e-mail]
and to:
Fasken Martineau DuMoulin LLP
800 Square Victoria, Suite 3500,
Montreal, Quebec, H3C OB4
Attention: Charles Chevrette and Caitlin Rose
E-mail: [e-mail] and [e-mail]
and to:
Novacap entities
c/o Legal Affairs
3400 de FEclipse, Suite 700,
Brossard, Quebec, J4Z OP3
Attention: Maxime Charbonneau
Email: [e-mail]
V. CONCLUSION
For the reasons stated herein, the Transaction will serve the public interest.
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Respectfully submitted,
Is/Michael Lazarus /s/Phillip R. Marchesiello
Michael Lazarus Phillip R. Marchesiello
Jessica Gyllstrom Wilkinson Barker Knauer, LLP
Telecommunications Law Professionals PLLC 1800 M Street,N.W.
1025 Connecticut Avenue,NW Suite 80ON
Suite 1011 Washington, D.C. 20036
Washington, DC 20036 Tel: [phone]
Tel: [phone] [e-mail]
[e-mail]
[e-mail] Counsel for FyberCom LLC
Counsel for FyberCom Holdco, Inc.
July 23, 2025
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EXHIBIT A
PRE-CLOSING ORGANIZATIONAL DIAGRAMS
(If no ownership percentage is listed, the parent wholly owns and controls the subsidiary.
Steven McGhie
(U.S.)
Jared Stowell Dynamic Vincent Calkins Community Trust
(U.S.) Networks, L.L.C. (U.S.) of Utah
U.S.
34.6% 28.2%
0
30.1% 7.2 0
FyberCom LLC dba FyberCom ("FyberCom")
(Idaho)
TRANSFEROR/LICENSEE

EXHIBIT A
POST-CLOSING ORGANIZATIONAL DIAGRAMS
(If no ownership percentage is listed, the parent wholly owns and controls the subsidiary)
Novacap Management Inc.
(Canada) Steven McGhie
100%voting (U.S.)
Novacap DI I A,L.P.
Novacap DI I Blocker,L.P. Jared Stowell Vincent Dynamic
Novacap DI International I Blocker,L.P.
Novacap DI International I B,L.P. (U.S.) Calkins Networks,
Novacap DI International I D,L.P. 15.5% (U.S.) L.L.C.
Novacap DI U.S. I,L.P. voting 12.7% (U.S.)
NVC DI I Blocker, L.P. voting 13.9%
NVC International Digital Infrastructure I, L.P. voting
NVC Digital Infrastructure 1,L.P.
NVC Digital Infrastructure I-A,L.P.
Novacap DI I B,L.P.
Novacap DI International I A, L.P. 12.1%
(all Canada) equity
57.9%voting
Fybercom Holdings
GP,Inc.
(Delaware)
14.7%
55%equity equity 13.2%equity
FyberCom Holdings,LP
(Delaware)
FyberCom Parent,Inc.
(Delaware)
FyberCom Holdco,Inc.
(Delaware)
TRANSFEREE
FyberCom LLC dba FyberCom("FyberCom")
(Idaho)
TRANSFEROR/LICENSEE