20260226APPLICATION.pdf

CCF-T-26-01
Morgan Lewis RECEIVED
February 26, 2026
IDAHO PUBLIC
UTILITIES COMMISSION
Russell M. Blau
Danielle Burt
Stephanie A. Roy
Kimberly Morning
[e-mail]
[e-mail]
[e-mail]
[e-mail]
February 26, 2026
Via Email
Monica Barrios-Sanchez, Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd.
Building 8, Suite 201-A
Boise, ID 83714
secretary(@puc.idaho.gov
Re: Notification Regarding the Transfer of Control of Crown Castle Fiber LLC from
Crown Castle Operating Company to Small Cells HoldCo Inc.
Dear Secretary Barrios-Sanchez:
Crown Castle Fiber LLC ("Licensee" or "CCF"), Crown Castle Operating Company ("Transferor" or
"CCOC"), and Small Cells HoldCo Inc. ("Transferee" or "Small Cells HoldCo'� (collectively, the
"Parties'), by their undersigned representatives hereby notify the Idaho Public Utilities Commission
(the"Commission"),to the extent required, of the transfer of control of CCF, a wholly owned indirect
subsidiary of CCOC, to Small Cells HoldCo (the"Small Cell Transaction").
CCOC, through its subsidiary CCF, currently operates an integrated network services business
including fiber-based telecommunications services and small cells service. The Small Cell Transaction
that is the subject of this filing involves the separation of the fiber network and small cells
components of this currently integrated business and sale of each component to separate parties.
The Transaction thus entails three primary steps: a) the separation of CCF's fiber network business
from its small cells business through an internal restructuring involving the transfer of certain fiber
assets and customers from CCF to a newly created subsidiary of CCF — Fiber AssetCo LLC ("Fiber
AssetCo)"; b) the sale of that fiber network business through the indirect sale of Fiber AssetCo to
Fiber FinCo, LLC ("Fiber FinCo'), an indirect subsidiary of Front Range Intermediate Inc. ("Zayo
Parent"), an indirect intermediate parent of Zayo Group, LLC ("Zayo Group'; and c) the Small Cell
Transaction. All three of these steps will occur simultaneously at the same closing.
The Small Cell Transaction that is the subject of this Notification entails the sale of CCOC's small cells
network business to Small Cells HoldCo, which is ultimately controlled by EQT Active Core
Infrastructure I Fund ("EQT Fund'. This will be accomplished through Small Cells HoldCo's indirect
acquisition of all of the ownership interests in CCF, which will at closing hold all of CCOC's small cells
Morgan, Lewis& BockiUS LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004 0+1.202.739.3000
United States 0+1.202.739.3001

Monica Barrios-Sanchez, Secretary
February 26, 2026
Page 2
network business. Commission approval is not required for the Small Cell Transaction, and
accordingly the Parties submit this Notification for informational purposes.'
In support of this filing, the Parties provide the following information:
Description of the Parties
A. Transferor—Crown Castle Operating Company
CCOC is a Delaware corporation and a wholly owned subsidiary of Crown Castle Inc. ("CCI' , a
publicly traded corporation (NYSE: CCI) incorporated under the laws of the State of Delaware. Since
January 1, 2014, CCI has operated as a real estate investment trust("REIT") for U.S. federal income
tax purposes. CCI, through certain of its indirect subsidiaries, owns, operates, leases, or manages
approximately 40,000 towers and rooftop sites for wireless communications equipment with a
significant presence in the top 100 U.S. markets (CCI and its subsidiaries are collectively referred to
as"Crown Castle").
Crown Castle subsidiaries have deployed approximately 105,000 small cells nodes and approximately
90,000 route miles of fiber in the United States. These Crown Castle subsidiaries provide transport,
backhaul, and small cells services as well as dedicated point-to-point telecommunications services.
More information can be found on Crown Castle's website at www.crowncastle.com.
B. Licensee—Crown Castle Fiber LLC
CCF, an indirect wholly owned subsidiary of CCOC, is a New York limited liability company with a
principal office located at 8020 Katy Freeway, Houston, TX 77024. CCF holds authorizations to
provide intrastate telecommunications services in the District of Columbia and every U.S. state except
Alaska. In Idaho, CCF filed its Notice of Intent to Operate as an "Other Telecommunications Service
Provider"on October 16, 2018.2
C. Transferee—Small Cells HoldCo
Small Cells HoldCo is a Delaware corporation created to aggregate the indirect ownership of the EQT
Fund, ultimately managed by affiliates of EQT AB("EQT"), in connection with the indirect investment
of the EQT Fund (and co-investors) in Small Cells HoldCo. EQT, founded in Sweden in 1994, is a
leading alternative investments firm. As of December 31, 2025, EQT has EUR 270 billion
(approximately $318 billion) in total assets under management (including EUR 145 billion
(approximately$170 billion)3 in fee-generating assets under management across more than 40 active
' Although Idaho Code §61-1110 requires Commission approval for the acquisition of certain
incumbent local exchange carriers that have not elected regulation under Title 62, Title 61 does not
apply to other telecommunications providers, including CCF. See Idaho Code§62-604(1)(a); Utilities,
Idaho Pub. Utils. Comm'n,
https://puc.idaho.gov/Home/Utilities?fc=1&fv=CROWN+CASTLE+FIBER+LLC.
z See Utilities, Idaho Pub. Utils. Comm'n,
https://puc.idaho.ciov/Home/Utilities?fc=1&fv=CROWN+CASTLE+FIBER+LLC.
3 The assets under management provided are as of December 31, 2025. EQTAB(publ) Year-end
Report 2025, EQT AB (Jan. 22, 2026), https://egtqroup.com/shareholders/financial-calendar/year-
end-report-january-december-2025. The conversion rate from Euros to U.S. Dollars is as of February
24, 2026, according to figures from the European Central Bank. Euro Foreign Exchange Reference

Monica Barrios-Sanchez, Secretary
February 26, 2026
Page 3
funds. EQT has offices in more than 25 countries across Europe, Asia, and the Americas with more
than 1,850 employees (as of December 31, 2025). EQT is publicly traded on the Stockholm Nasdaq
(ticker symbol EQ) and is majority owned by its partners. More information can be found on EQT's
website at www.egttqgroup.com.
Investments by the EQT Fund are typically made through one or more Luxembourg (or on certain
occasions Delaware) limited partnerships, which act as aggregator vehicles for the multiple limited
partnerships and other investment arrangements comprising the EQT Fund, and such partnerships
and arrangements are managed by the EQT Fund's fund manager, EQT Fund Management S.a r.l.
(the"Manager's (which also acts as the Alternative Investment Fund Manager("AIFM')for a number
of the limited partnerships within the structure). Under the structure of the EQT Fund and consistent
with European Union regulations regarding investment fund management, day-to-day control and
management of any portfolio company acquired by the EQT Fund would be indirectly exercised by
the Manager. This Manager, as well as the general partners of the limited partnerships comprising
the EQT Fund, are ultimately controlled by EQT. Under this structure, EQT has the authority to
appoint(and change)the board of the Manager,which is ultimately solely responsible, in its capacity
as the fund manager, for all investment decisions of the EQT Fund.
Designated Contacts
Questions, correspondence, or other communications concerning this filing should be directed to:
For the Parties: With copies for Crown Castle to:
Russell M. Blau Edward B. Adams, Jr.
Danielle Burt Executive Vice President and General Counsel
Stephanie A. Roy Crown Castle Inc.
Kimberly Morning 8020 Katy Freeway
MORGAN, LEWIS&BOCKIus LLP Houston, TX 77024
1111 Pennsylvania Ave., N.W. Tel: [phone]
Washington, D.C. 20004-2541 [e-mail]
Tel: [phone]
Fax: [phone] and for Small Cells HoldCo to:
[e-mail]
danielle.burtamorganlewis.com Luuk Bogaarts
stephanie.roy morganlewis.com Small Cells HoldCo Inc.
[e-mail] c/o EQT Partners Inc.
245 Park Avenue, 34t" Floor
New York, NY 10167
Tel: [phone]
[e-mail]
Rates, European Central Bank (Feb. 24, 2026),
https://www.ecb.europa.eu/stats/shared/pdf/eurofxref.pdf?dfc48f659b099a6b6cde0e73c950826e.

Monica Barrios-Sanchez, Secretary
February 26, 2026
Page 4
Description of the Small Cell Transaction
Pursuant to a Stock Purchase Agreement dated March 13, 2025,4 Crown Castle will execute a series
of intracompany, pre-closing restructuring steps such that the small cells business segments of its
operating subsidiaries will continue to operate through CCF after the fiber network business
segments of its operating subsidiaries are transferred into Fiber NewCo LLC ("Fiber NewCo") and its
subsidiaries.5
Crown Castle will then sell to Small Cells HoldCo, and Small Cells HoldCo will purchase from Crown
Castle, all the ownership interests in CCF (which at closing will hold all of Crown Castle's small cells
business including CCF's state telecommunications authorizations in the District of Columbia and all
U.S. states other than Alaska). Thus, Small Cells HoldCo will indirectly obtain at closing control of
CCF and its small cells business, including its FCC domestic Section 214 authorization and state
commission authorizations.6
As a result of the Small Cell Transaction, after closing, Crown Castle's small cells business, which
was originally comingled among Crown Castle's operating subsidiaries, will instead be housed in CCF
and its subsidiaries, which will be indirectly owned and controlled by Small Cells HoldCo.7 The
enterprise value of the small cells business is approximately $4.25 billion, subject to customary
purchase price adjustments.$
Ownership structure charts depicting the Small Cell Transaction are attached hereto as Exhibit A.
Public Interest Considerations
The proposed Small Cell Transaction serves the public interest by facilitating the reorganization of
Crown Castle's network business into discrete fiber network and small cells segments, resulting in
more efficient, streamlined operations that focus on serving customers in their respective sectors.
Small Cells HoldCo and its owners are managerially, technically, and financially well-qualified to
complete the Small Cell Transaction and assume ownership and control of the small cells business.
As demonstrated throughout this filing, EQT has decades of experience operating
4 The Stock Purchase Agreement is available at https://investor.crowncastle.com/static-
files/3b910737-4f3d-4197-a8b4-893f83855c9f.
5 As it relates to the sale of Crown Castle's fiber business, the pre-closing restructuring steps will
result in the fiber business segments of Crown Castle's operating subsidiaries operating through Fiber
NewCo and its subsidiaries.
6 As it relates to the sale of Crown Castle's fiber business, Crown Castle will also sell to Fiber FinCo,
and Fiber FinCo will purchase from Crown Castle, all of the ownership interests in Fiber NewCo and
its subsidiaries (which at closing will hold all of Crown Castle's fiber business). Fiber NewCo's
subsidiaries have applied for any necessary state telecommunications authorizations in the District
of Columbia and every U.S. state except Alaska. Fiber FinCo will also obtain any necessary state
public utility authorizations to acquire control of Fiber NewCo and its subsidiaries at closing.
Similarly, Crown Castle's fiber business will be housed in Fiber NewCo and its subsidiaries, which
will be owned and controlled by Fiber FinCo.
8 The enterprise value of the fiber business is also approximately $4.25 billion, for a total combined
purchase price of Crown Castle's fiber network and small cells businesses of approximately $8.5
billion, subject to customary purchase price adjustments.

Monica Barrios-Sanchez, Secretary
February 26, 2026
Page 5
telecommunications infrastructure in a wide variety of jurisdictions around the world, including across
the United States.
Small Cells HoldCo will call upon EQT's expertise as it acquires ownership of Crown Castle's small
cells business, in addition to the experienced employees that have operated the small cells business
under Crown Castle's ownership. As explained above, EQT has EUR 270 billion in assets under
management in a variety of industries, including the telecommunications and digital infrastructure
sectors. EQT also has deep experience overseeing U.S. domestic carriers with its current ownership
of Zayo, Lumos, and its ownership of Segra prior to the sale of that business to Cox
Communications in 2021. Thus, Small Cells HoldCo possesses substantial and valuable experience
and will bring to bear its full managerial expertise and extensive industry relationships in directing
the operations of Licensee's small cells business segment. Additionally, EQT is a publicly traded
company listed on Nasdaq Stockholm, which means its investor base includes both institutional and
individual public shareholders. This ownership structure provides an added layer of transparency
and accountability to a diverse group of stakeholders.
Small Cells Holdco will continue to provide services to existing small cells customers without changes
to the rates, terms, and conditions of service (subject to future changes in the ordinary course of
business pursuant to applicable law and contract provisions). The Small Cell Transaction will be
implemented seamlessly and will not cause customer confusion or service interruptions.
Finally, the proposed Small Cell Transaction does not raise competition concerns as Small Cells
HoldCo will operate as an independent provider of small cells services following closing, competing
(as it does today) with a large number of outsourced small cells providers as well as the mobile
network operators'first-party small cells infrastructure. The small cells business will continue to face
vigorous competition in each of the markets it serves.
Thus, the Small Cell Transaction promotes the public interest.
Conclusion
For the foregoing reasons, the Parties submit that the public interest, convenience, and necessity
would be furthered by the Small Cell Transaction described above. We would appreciate

Monica Barrios-Sanchez, Secretary
February 26, 2026
Page 6
acknowledgment of receipt and acceptance of this filing. Please do not hesitate to contact us if you
have any questions regarding this submission.
Respectfully submitted,
/s/Russell M. Blau
Russell M. Blau
Danielle Burt
Stephanie A. Roy
Kimberly Morning
MORGAN, LEWIS&BOCKIus LLP
1111 Pennsylvania Ave., N.W.
Washington, DC 20004-2541
Tel: [phone]
Fax: [phone]
russell.blauCa)morganlewis.com
[e-mail]
[e-mail]
kimberly.morning morganlewis.com
Counsel for the Parties

EXHIBIT A
Current and Post-Small Cell Transaction Corporate Structure Ownership Charts

CHART 1: PRE-CLOSE CROWN CASTLE OWNERSHIP
Crown Castle Inc.
(US-DE)
Crown Castle Operating Company
(US-DE)
Transferor
Crown Castle Fiber Holdings Corp.
(US-DE)
Crown Castle Fiber LLC ESmall Cell ManagementCo LLC
(US-NY) (US-DE)
Licensee
Economic Ownership
(100% equity/voting
unless marked)

CHART 2: POST-CLOSE OWNERSHIP
(see Chart 3)
Small Cells HoldCo Inc.
(US-DE)
Transferee
Small Cells LLC
(US-DE)
FinCo 1 LLC*
(US-DE)
FinCo 2 LLC* Economic Ownership
(US-DE) (100% equity/voting
unless marked)
E
ll Cell ManagementCo LLC
(US-DE)
FinCo 3 LLC*
(US-DE)
FinCo 4 LLC
*These entities have not (US-DE)
yet been formed.
Crown Castle Fiber LLC
(US-NY)
Licensee

CHART 3: POST-CLOSE OWNERSHIP
'*D
equity (see Chart 7) (see Chart 8) (see Chart 4)
H.E.S.T.Australia Ltd. EQT Active Core Infrastructure EQT Active Core Infrastructure Small Cells
(Australia) Co-Investment(H) SCSp Co-Investment(1) SCSP Aggregator, LP
Luxembour Luxembour US-DE
15.65% 21.67% 29.68% 23.96%
equity equity equity equity
Small Cells GP LLC*
(US-DE)
i
Small Cells TopCo, LP ________________�
(US-DE)
Small Cells HoldCo Inc.
(US-DE)
Transferee
(see Chart 2)
*The ownership of Small Cells GP LLC is subject to finalization Economic Ownership
of transaction documentation/the organizational documents of (100% equity/voting
this entity, and it may be the case that a portion of the equity of unless marked)
Small Cells GP LLC is owned by one or more of the entities that
own the equity of Small Cells TopCo, LP. General Partner
(deemed 100%
voting, 0% equity)
Limited Partner
(% equity interest)

(see Chart 5) CHART 4: POST-CLOSE OWNERSHIP
EQT AB
(Sweden)
EQT Fund Management SA r.l.* [E:QTManagement SA r.l. EQT Investment
EQT Treasury AB (Luxembourg) (Luxembourg) Verwaltungs-GmbH
(Sweden) German
Passive `""""•"• EQT ACI Chord EQT ACI
EQT Holdings S.a r.l. Investors,< 10% _ Topside GP LLC Side Car GmbH &Co. KG
(Luxembourg) Indirect Interest in US-DE German
Licensee
80.66%equity , Economic Ownership
EQT ACI 1 ; ; (100% equity/voting
(General Partner) SA r.l. ' ' unless marked)
.................................... '
(Luxembourg)
..........
General Partner
Baker Street (deemed 100%
Investment Lte Ltd# ; voting, 0% equity)
Sin a ore EQT ACI Small Cells Limited Partner
19.34%e uit ' Upper Aggregator Side Car LPt ---
q y ; US-DE (% equity interest)
EQT ACI Chord ° ; Alternative
' `-- Side Car EUR SCS ° 99.84/o equity
� ( ) p 96.90% ; Investment Fund
(Luxembourg) equity ; ' Mgr(deemed 100%
-- EQT ACI Small Cells _____; voting, 0% equity)
' ""-- Lower Aggregator Side Car LP
see Chart 6 US-DE
--—————— 87.44%equity
Retail Deal GP LLC '-------- , Small Cells Aggregator GP LLC
(US-DE) 12.56%equity Small Cells Aggregator, LP (US-DE)
(US-DE)
EQT Fund Management S.a r.I as the Alternative Investment Fund Manager is the (see Chart 3)
fund manager for all of the EQT ACI Fund entities on this chart but holds no
ownership interest in any of the entities depicted. #Baker Street Investments is ultimately owned by GIC(Ventures)Pte Ltd.,an
investment holding company formed in Singapore and wholly owned by the Government
t The remaining interests of EQT ACI Small Cells Upper Aggregator Side Car LLP of Signapore through the Minister of Finance,a body corporate under the Singapore
are ultimately owned by EQT AB through a passive German sidecar structure. Minister for Finance(Incorporation)Act of 1959.

CHART 5: EQT AB OWNERSHIP*
Ultimate Beneficial
Owners of Investor
ABt
Investor AB
(SE)
Ultimate Beneficial
Owners of EQT AB*
EInvestor Holding AB
(SE)
E
stor Investments Holding 86%
AB (SE)
14%
EQT AB
(SE)
(see Chart 4)
�*No Other Ultimate Beneficial Owners of EQT AB have 10% Economic
equity/voting rights indirectly in EQT AB or Licensee Ownership
(100% equity/voting
t Investor AB is publicly held; No Ultimate Beneficial Owners of unless marked)
Investor AB have 10% equity/voting rights indirectly in EQT AB or
Licensee.

CHART 6: RETAIL DEAL GP LLC OWNERSHIP
(see Chart 4)
EQT Treasury AB
(Sweden) Economic Ownership
(100% equity/voting
unless marked)
General Partner
EQT Holdings AB (deemed 100%
(Sweden) voting, 0% equity)
Limited Partner
(% equity interes)
EQT Infrastructure Company LLC
(US-DE)
EQIC Holdings GP LLC 91.9% equity
(US-DE)
EQIC Holdings L.P.
(Canada)
9.09% equity
EQIC Holdco LLC
(US-DE)
Retail Deal GP LLC
(US-DE)
(see Chart 4)

CHART 7: EQT ACTIVE CORE INFRASTRUCTURE
CO-INVESTMENT (H) SCSP OWNERSHIP
Temasek Holdings
(Private) Limited*
(Singapore)
Temasek Capital (Americas)
Holdings Pte. Ltd.
Sin a ore
Waddington Investments
*Temasek Holdings Pte. Ltd.
(Private) Limited is (Sip Tore)
ore
wholly-owned by the
Singapore Minister for
Finance, a body Whitecap Investments Passive o
Investors,<10%
corporate under the EPte. Ltd. Indirect Interest in
Singapore Minister for Sin a ore Licensee
Finance (Incorporation) 83.33% equity
Act 1959.
ffC
Active Core Infrastructure 16.67% equity
o-Investment(H) SCSp � Economic
(Luxembourg) Ownership
(see Chart 3) (100% equity/voting
unless marked)
Limited Partner
(% equity interest)

CHART 8: EQT ACTIVE CORE INFRASTRUCTURE
CO-INVESTMENT (I) SCSP OWNERSHIP
National Pension Service Passive
GIC (Ventures) Pte Ltd." Investors,< 10%
(Singapore) of the Republic of Koreat Indirect Interest in
Korea Licensee
* GIC (Ventures) Pte
30.43% equity T60.85% equity 8.72% equity
Ltd. is an investment
holding company formed
in Singapore and wholly
owned by the � EQT Active Core Infrastructure
Government of Co-Investment(I) SCSp
Signapore through the (Luxembourg)
Minister of Finance, a (see Chart 3)
body corporate under
the Singapore Minister
for Finance
(Incorporation)Act of No Economic
1959.
Ownership
t The National Pension (100% equity/voting
Service of the Republic unless marked)
of Korea is a special Limited Partner
corporation as an (% equity interest)
instrumentality of the
Korean government. Indirect Interest through
Limited Partner
(% equity interest)

VERIFICATIONS

VERIFICATION
I, Edward B. Adams, Jr., state that I am Executive Vice President and General Counsel of
Crown Castle Inc.; that I am authorized to make this Verification on behalf of Crown Castle
Operating Company and Crown Castle Fiber LLC (together, the "Company"); that the foregoing
filing was prepared under my direction and supervision; and that the contents thereof and the
certifications contained therein with respect to the Company are true and correct to the best of my
knowledge, information and belief.
I declare under penalty of perjury that the forgoing is true and correct. Executed this 26th
day of February, 2026.
Edward B.Adams, r.
Executive Vice President and General
Counsel
Crown Castle Inc.

VERIFICATION
I, Luuk Bogaarts, state that I am Director of Small Cells HoldCo Inc. (the "Company");
that I am authorized to make this Verification on behalf of the Company;that the foregoing filing
was prepared under my direction and supervision; and that the contents thereof and the
certifications contained therein with respect to the Company are true and correct to the best of my
knowledge, information, and belief
I declare under penalty of perjury that the foregoing is true and correct.
Executed this 25th day of February 2026.
By:
Luuk Boga
Director
Small Cells HoldCo Inc.

VERIFICATION
I,Joseph Turley, state that I am Director of Small Cells HoldCo Inc. (the"Company");that
I am authorized to make this Verification on behalf of the Company; that the foregoing filing was
prepared under my direction and supervision; and that the contents thereof and the certifications
contained therein with respect to the Company are true and correct to the best of my knowledge,
information, and belief.
I declare under penalty of perjury that the foregoing is true and correct.
Executed this 25th day of February 2026.
By.
Joseph Turley
Director
Small Cells HoldCo Inc.