Description of Transfer of Control and Public Interest Statement

0001-EX-TU-2019 Text Documents

Clarity Telecom, LLC dba Vast Broadband

2019-01-28ELS_221968

FCC Form 703 Pro Forma
Transfer of Control
Exhibit 1

DESCRIPTION OF TRANSFER OF CONTROL
AND PUBLIC INTEREST STATEMENT

This application seeks Commission consent to transfer indirect control of Clarity Telecom,
LLC dba Vast Broadband (“Licensee”) and its experimental license listed below (the “License”)
from PC III CTH Holdings, L.P. (“PC III Holdings” or “Transferor”) to Python Intermediate II,
LLC (“Transferee”) (the “Python Transaction”).1

Licensee Call Sign Radio Service

Clarity Telecom, LLC dba Vast WJ2XED Experimental License – 3550-3650
Broadband MHz

Licensee is a Delaware limited liability company and a direct, wholly owned subsidiary of
Clarity Holdings, LLC (“Clarity Holdings”), a Delaware limited liability company. Currently,
Clarity Holdings is a direct, wholly owned subsidiary of Transferor, a Delaware limited
partnership. Transferee is a newly formed Delaware limited liability company created for the
purpose of completing the Python Transaction. Transferee is indirectly, wholly owned by Python
Holdings, L.P. (“Python Holdings”), an investment fund also created for the purpose of the Python
Transaction. Python Holdings is primarily owned and controlled by funds and entities affiliated
with Pamlico Capital and Oak Hill Capital Partners, which are private equity funds based in the
United States. The equity in the Pamlico Capital and Oak Hill Capital Partners funds is held
through passive limited (and insulated) partnership interests held by numerous, primarily U.S.-
based investors, including individuals, trusts, institutions and business entities. Control of these
funds ultimately rests in U.S. entities or citizens.

Pursuant to an Agreement and Plan of Merger (“Agreement”) dated as of December 24,
2018, a series of mergers and other transactions will result in Transferee directly or indirectly
owning all of the issued and outstanding equity interests of Clarity Holdings. Upon completion of
the Python Transaction, therefore, Clarity Holdings will be a wholly owned subsidiary of
Transferee. Licensee will remain a wholly owned subsidiary of Clarity Holdings and will become
indirect, wholly owned subsidiary of Transferee. Charts depicting the corporate ownership
structure of Licensee before and after the Python Transaction are provided as Exhibit 2.

The proposed Python Transaction is consistent with the public interest. The Python
Transaction will not affect the uninterrupted and safe operation of the facilities. Upon completion
of the Python Transaction, Licensee will remain technically, managerially and financially qualified
to provide telecommunications services authorized by the License. The proposed Python
Transaction and this Application do not require a waiver of any of the Commission’s rules.
Consequently, prompt action granting this Application will serve the public interest, convenience,
and necessity.

1
Transferor, Transferee and Licensee are referred to collectively as the “Applicants.”

In addition to this Application, Applicants filed applications for the transfer of indirect
control of Licensee and its domestic and international Section 214 authorizations and its wireless
license.2

2
See ECFS Confirmation # 2019012860641104 (filed January 28, 2019); IBFS File Nos. ITC-T/C-
INTR2019-00092, ITC-T/C-INTR2019-00093 & ITC-T/C-INTR2019-00094 (filed January 28, 2019); ULS File No.
0008493139 (filed January 28, 2019).

2

EXHIBIT 2

Current and Post-Python Transaction Ownership Structure Charts

Current Ownership Structure of Clarity*

* The entities listed herein only
include Clarity and those entities that
are in its chain of ownership.

Pamlico Capital GP III, LLC
(Delaware)

Approx. 4.6%
General Partner

PC III CTH Holdings, L.P.
(“PC III Holdings”)
(Delaware)

Approx. 65.1%

Clarity Telecom Holdings, LLC
(“Clarity Holdings”)
(Delaware)

Clarity Telecom, LLC
(“Clarity”)
(Delaware)

All ownership/control percentages are 100%,
unless noted.

Exhibit 2 - Page 1

Post-Transaction
Ownership Structure of Clarity*
OHCP MGP IV, Ltd.
Pamlico Capital GP IV, LLC
(Cayman Islands)
(Delaware)

General Partner General Partner
<5% Equity

OHCP GenPar IV, L.P. Pamlico Capital IV, L.P.1
(Cayman Islands) (Delaware)

General Partner Approx. 98.4%

OHCP Python Aggregator, L.P. Pamlico Python Aggregator, LLC
(“OHCP Aggregator”) (“Pamlico Aggregator”)
(Delaware) (Delaware)

50% 50%

Python Holdings GP, LLC
Limited Partner, (“Python GP”) Limited Partner,
Approx. 45.8% (Delaware) Approx. 43.6%

General Partner

Python Holdings, L.P.
(“Python Holdings”)
(Delaware)

Python Intermediate I, LLC
(Delaware)

Python Intermediate II, LLC * The entities listed herein
(“Transferee”) only include Clarity and
(Delaware) those entities that are in its
chain of ownership.
100% through direct
All ownership/control
and indirect ownership
percentages are 100%, unless
noted.
Clarity Telecom Holdings, LLC
(“Clarity Holdings”)
(Delaware)

Clarity Telecom, LLC
(“Clarity” or “Licensee”)
(Delaware)

Exhibit 2 - Page 2

Document Created: 2019-01-28 17:49:15
Document Modified: 2019-01-28 17:49:15

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