Uniti Group FCC Noti

NOTICE submitted by Uniti Group Inc.

Notice of Proposed Pro Forma Changes in Ownership

2017-05-11

This document pretains to ITC-214-20160509-00152 for International Global Resale Authority on a International Telecommunications filing.

IBFS_ITC2142016050900152_1220513

Ronald W. Del Sesto, Jr. Stephany Fan ronald.delsesto@morganlewis.com stephany.fan@morganlewis.com May 11, 2017 VIA IBFS Marlene Dortch, Secretary Federal Communications Commission Office of the Secretary 445 12th Street, S.W. Washington, DC 20554 Attn: International Bureau Re: Notification Regarding the Proposed Pro Forma Changes in Indirect Ownership of Talk America Services, LLC and Uniti Fiber LLC Dear Ms. Dortch: Pursuant to Section 63.24(f) of the Commission’s Rules, 47 C.F.R. § 63.24(f), Talk America Services, LLC (“TAS”) and Uniti Fiber LLC (“Uniti Fiber”) (collectively, “Licensees”) and Uniti Group Inc. f/k/a Communications Sales & Leasing, Inc.1 (“Uniti Group”) (Uniti Group and Licensees collectively, the “Parties”) advise the Commission of a pro forma change in indirect ownership resulting in a change in the intermediate holding company structure between Licensees and Uniti Group, with no change in the ultimate owners of the companies, and the movement of TAS within the corporate structure to be a direct, rather than an indirect, subsidiary of Uniti Group (the “Pro Forma Changes”). Information Required by Section 63.24(f)(2) As required by Section 63.24(f)(2), the Parties provide the following information required by 63.18(a) through (d) and (h): 1 Communications Sales and Leasing, Inc. changed its name to Uniti Group Inc. in order to align with the name brand of its principal business units: Uniti Towers, Uniti Fiber, and Uniti Leasing. The name change did not affect the rights of the company’s stockholders, did not represent a transfer of control, and no action was or is required by stockholders with respect to the name change. Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, NW Washington, DC 20004-2541 +1.202.739.3000 United States +1.202.739.3001

Marlene Dortch, Secretary May 11, 2017 Page 2 Sections 63.18(a): Name, address and telephone number of the Parties: Uniti Group Inc. 10802 Executive Center Drive Benton Building, Suite 300 Little Rock, Arkansas 72211 501-850-0820 Uniti Fiber LLC 9501 International Court North St. Petersburg, FL 33716 727-471-5600 Talk America Services, LLC 10802 Executive Center Drive Benton Building, Suite 300 Little Rock, Arkansas 72211 855-546-5000 Sections 63.18(b): Organization of the Parties: Uniti Group is a Maryland corporation. Uniti Fiber is a Delaware limited liability company. TAS is a Delaware limited liability company. Section 63.18(c): Correspondence concerning this filing should be sent to the Parties’ counsel: Ronald W. Del Sesto, Jr. with a copy to: Stephany Fan Morgan, Lewis & Bockius LLP Jeffrey Strenkowski 1111 Pennsylvania Avenue, N.W. Vice President, Deputy General Counsel of Washington, DC 20004-2541 Governmental Affairs 202-739-3000 (Tel) Uniti Group Inc. 202-739-3001 (Fax) 10802 Executive Center Drive ronald.delsesto@morganlewis.com Benton Building, Suite 300 stephany.fan@morganlewis.com Little Rock, AR 72211 301-774-0461 (Tel) jeffrey.strenkowski@uniti.com

Marlene Dortch, Secretary May 11, 2017 Page 3 Section 63.18(d): Uniti Fiber holds international Section 214 authority for global and limited global resale and facilities-based services pursuant to authority granted in IB File No. ITC-214-20160509-00152. TAS holds international Section 214 authority for global and limited global resale and facilities-based services pursuant to authority granted in IB File No. ITC-214-20141022-00280. Sections 63.18(h): See Attachment 1 for the ownership of Licensees. See Attachment 2 for pre-Pro Forma Changes and current corporate structure of Uniti Group and its subsidiaries. The Parties certify that the intra-company transaction described herein was pro forma and did not result in a change in the actual controlling party of the Licensees, which remains with Uniti Group. * * * * This notification letter is being filed electronically via MyIBFS. Please direct any questions to the undersigned. Respectfully submitted, /s/ Ronald W. Del Sesto, Jr. Ronald W. Del Sesto, Jr. Stephany Fan Counsel to the Parties

ATTACHMENT 1 Answer to Question 11 - Section 63.18(h) Ownership Information Upon completion of the Pro Forma Changes the following entities will directly or indirectly own more than 10% of the equity of Licensees: Name: Uniti Fiber Holdings Inc. Address: 10802 Executive Center Drive, Benton Building, Suite 300 Little Rock, Arkansas 72211 Ownership: 100% directly in Uniti Fiber LLC Citizenship: Delaware Principal Business: Holding Company Name: Uniti Holdings LP Address: 10802 Executive Center Drive, Benton Building, Suite 300 Little Rock, Arkansas 72211 Ownership: 100% directly in Uniti-Fiber-PEG LLC (100% indirectly in Uniti Fiber LLC) Citizenship: Delaware Principal Business: Holding Company Name: Uniti Holdings GP LLC Address: 10802 Executive Center Drive, Benton Building, Suite 300 Little Rock, Arkansas 72211 Ownership: Non-economic General Partner in Uniti Holdings LP (100% indirectly in Uniti Fiber LLC) Citizenship: Delaware Principal Business: Holding Company Name: CSL Capital LLC Address: 10802 Executive Center Drive, Benton Building, Suite 300 Little Rock, Arkansas 72211 Ownership: 100% directly in TAS Citizenship: Delaware Principal Business: Holding Company Name: Uniti Group LP Address: 10802 Executive Center Drive, Benton Building, Suite 300 Little Rock, Arkansas 72211

Ownership: 99% directly in CSL Capital LLC, and Uniti Holdings GP, LLC, and 99% directly and indirectly in Uniti Holdings LP (through ownership in Uniti Holdings GP, LLC) Citizenship: Delaware Principal Business: Holding Company Name: Uniti Group LP LLC Address: 10802 Executive Center Drive, Benton Building, Suite 300 Little Rock, Arkansas 72211 Ownership: 1% directly in Uniti Group, LP Citizenship: Delaware Principal Business: Holding Company Name: Uniti Group Inc. Address: 10802 Executive Center Drive, Benton Building, Suite 300 Little Rock, Arkansas 72211 Ownership: 100% direct in TAS, and General Partner and 99% ownership directly in Uniti Group LP, and 100% in Uniti Group LP LLC (thus, 100% indirectly in Uniti Fiber) Citizenship: Maryland Principal Business: Holding Company No other person or entity, directly or indirectly, owns or controls a 10% or greater interest in Licensees. Answer to Question 12 - Section 63.18(h) Interlocking Directorates Neither of the Parties have any interlocking directorates with a foreign carrier. Answer to Question 13 - Description of Transfer of Control The proposed Pro Forma Changes involve the insertion of two new entities, Uniti Group LP LLC and Uniti Group LP, in the ownership chain between Uniti Group Inc. and its current direct subsidiaries, CSL Capital, LLC, Uniti Holdings LP and Uniti Holdings GP, LLC (the “Current Subs”). Upon completion of the Pro Forma Change, Uniti Group LP will wholly own the Current Subs. Uniti Group Inc. will be general partner of Uniti Group LP, with a 99% equity interest, while Uniti Group LP LLC will be a limited partner of Uniti Group LP, with initially a 1% equity interest. Uniti Group LP LLC will be wholly owned by Uniti Group Inc. The Pro Forma Changes also involve the movement of Talk America Services, LLC within the ownership chain to be a direct subsidiary of Uniti Group Inc. Thus, the Pro Forma Changes will not result in any changes to the ultimate ownership of the Licensees, which will remain with Uniti Group Inc. and its shareholders. Following the Pro Forma Changes the Licensees will continue to conduct all of operations as they are currently conducted.

ATTACHMENT 2 Pre- and Post-Pro Forma Change Corporate Ownership Charts

Pre—Pro Forma Transaction Organizational Structure Uniti Group Inc. (NASDAQ: UNIT) CSL Capital, LLC 1 Uniti Holdings GP, LLC [ CSL National general on 5 partner) go% GP,LLC s Uniti Holdings LP P 169': m———————o CSL National, LP Uniti Fiber Holdings— Uniti Fiber TCLLC Holdings, Inc. Unless otherwise indicated all ownership percentages are 100%. - Licensed in one or more jurisdictions. Not licensed in anyjurisdiction.

Pro Forma Transaction Step Uniti Group Inc. (NASDAQ: UNIT) New holding companies inserted. ————> Talk America Services moved up to be a direct Uniti Group LP LLC 90% GP subsidiary of Uniti Group Inc. 1% LP Uniti Group LP CSL Capital, LLC Uniti Holdings GP, LLC CSL National ho rameg general partner) uo% GP,. LLC Uniti Holdings LP IP U ,—I—| CSL National, LP Uniti Fiber Holdings— Uniti Fiber TCLLC Holdings, Inc. Unless otherwise indicated all ownership percentages are 100%. - Uissnged in one or more furiedictions. Not licensed in anyjurisdiction.

Final Post—Pro Forma Transaction Organizational Structure Uniti Group Inc. (NASDAQ: UNIT) Uniti Group LP LLC 90% GP 1% LP Uniti Group LP | CSL Capital, LLC Uniti Holdings GP, LLC [ CSL National general 5 partner) on uo% GP,. LLC Uniti Holdings LP P 169': CSL National, LP I—I—| Uniti Fiber Holdings— Uniti Fiber TCLLC Holdings, Inc. * C3 Unless otherwise indicated all ownership percentages are 100%. - Licensed in one or more jurisdictions. Not licensed in anyjurisdiction.

Verification

DISTRICT OF COLUMBIA on uy Up P CITY OF WASHINGTON, D.C. VERIFICATION I, Jeffrey Strenkowski, hereby declare that I am Vice President, Deputy General Counsel of Governmental Affairs of Uniti Group Inc. (the "Company"); headquartered at 10802 Executive Center Drive, Benton Building Suite 300, Little Rock, AR 72211, and that I am authorized to make this Verification on behalf of the Company and its subsidiaries; that the foregoing filing was prepared under my direction and supervision; that I am familiar with the facts set forth in the foregoing filing; and that, with respéct to the Company and its subsidiaries, the contents of that filing are true and correct to the best of my knowledge, information, and belief. Jeffrey Strenkowski Vice President, Deputy General Counsel of Governmental Affairs Uniti Group Inc. m SVYKe @3~ étgs 5 2y — ouy®" uTS — Subscribed and sworn to me this day of May, 2017. gle $= > 3:% — PA . UU4Lig #.l. > rXo _8 — . "oy iens$ 0 y_— . " or cow"— PC % /%»«f‘ Notary Public My Commission Explrea October 14, 20109


Document Created: 2019-04-09 01:42:59
Document Modified: 2019-04-09 01:42:59
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