Attachment Attachment 1

This document pretains to ITC-ASG-20140725-00225 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2014072500225_1054993

ATTACHMENT 1 Notice of a Pro Forma Assignment of International Section 214 Authorization from OH WDH Holdco, LLC to Wave Holdco, LLC Pursuant to 47 C.F.R. § 63.24(f) (File No. ITC-214-2005070100565) Answer to Question 10 – Section 63.18(c) – (d): Information for Assignor, OH WDH Holdco, LLC: Contact Information: Kevin G. Levy OH WDH Holdco, LLC c/o Keystone Group, L.P. 201 Main Street Suite 3100 Fort Worth, TX 76102 (817) 390-8503 (Tel) (817) 887-5876 (Fax) klevy@keystoneftw.com with a copy to: Patrick S. Campbell Paul, Weiss, Rifkind, Wharton & Garrison LLP 2001 K Street NW, Suite 600 Washington, DC 20006 (202) 223-7323 (Tel) (202 204-7371 (Fax) pcampbell@paulweiss.com International Section 214 Authorizations: OH WDH Holdco, LLC holds domestic and international Section 214 authority under File No. ITC-214-2005070100565. Information for Assignee, Wave Holdco, LLC: Contact Information: Jim Penney WaveDivision Holdings, LLC Exec. V.P., Business and Legal Affairs 401 Kirkland Place, Suite 500 Kirkland, WA 98033 (425) 576-8300 (Tel) jpenney@wavebroadband.com with a copy to: K.C. Halm Davis Wright Tremaine LLP 1919 Pennsylvania Ave., NW, Suite 800 Washington, D.C. 20006 202-973-4200 (telephone)

202-973-4499 (facsimile) kchalm@dwt.com International Section 214 Authorizations: Wave Holdco, LLC does not hold Section 214 authority. Answer to Question 11 – Section 63.18(h): The following entities will own or control 10% or more1 of the Assignee, Wave Holdco, LLC: A. Oak Hill Capital Partners Affiliated Companies: Name: Oak Hill Capital Management Partners III, L.P. Address: 201 Main Street, Suite 1018, Fort Worth, TX 76102 Citizenship: Cayman Islands Principal Business: Investment Activities % Equity: 2.10% Owner of Wave Holdco, LLC Name: Oak Hill Capital Partners III, L.P. Address: 201 Main Street, Suite 1018, Fort Worth, TX 76102 Citizenship: Cayman Islands Principal Business: Investment Activities % Equity: 49.41% Owner of Wave Holdco, LLC Name: OH Wave Blocker I, Inc. Address: 201 Main Street, Suite 1018, Fort Worth, TX 76102 Citizenship: Cayman Islands Principal Business: Investment Activities % Equity: 12.61% Owner of Wave Holdco, LLC Name: OH Wave Blocker II, Inc. Address: 201 Main Street, Suite 1018, Fort Worth, TX 76102 Citizenship: Cayman Islands Principal Business: Investment Activities % Equity: 1.92% Owner of Wave Holdco, LLC B. WaveDivision Capital III: Name: WaveDivision Capital III, LLC Address: 401 Kirkland Pl., Suite 500, Kirkland, WA 98033 Citizenship: U.S. 1 Two entities identified herein, Oak Hill Capital Partners III, L.P. and Oak Hill Capital Partners III (AIV II), L.P., own or control less than 10% of the Transferee, Wave Holdco. However, these entities are identified here simply for the purpose of full disclosure of the Oak Hill entities that hold a direct ownership interest in Wave Holdco. 2

Principal Business: Investment Activities % Equity: 16.53% Owner of Wave Holdco, LLC C. GI Partners Affiliate: Name: GI Wave Holdings, LLC Address: 2180 Sand Hill Road, Suite 210, Menlo Park, CA 94025 Citizenship: U.S. Principal Business: Investment Activities % Equity: 17.45% Owner of Wave Holdco, LLC Additional Information Relating to the Oak Hill Capital Partners Affiliated Companies: 1. The Oak Hill Capital Partners affiliated companies identified above are ultimately controlled by OHCP MGP III, Ltd., the ultimate general partner for each of the Oak Hill funds that will own an interest in Wave Holdco, LLC. Name: OHCP MGP III, Ltd. Address: 201 Main Street, Suite 1018, Fort Worth, TX 76102 Citizenship: Cayman Islands Principal Investment Activities Business: % Equity: Ultimate General Partner of Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P., OH Wave Blocker I, Inc. and OH Wave Blocker II, Inc. 2. The following are the voting members of OHCP MGP III, Ltd.: Name: The J. Taylor Crandall Revocable Trust Address: 201 Main Street, Suite 1018, Fort Worth, TX 76102 Citizenship: U.S. Principal Investment Manager Business: % Equity: 16.6671% voting member of OHCP MGP III, Ltd. Mr. J. Taylor Crandall owns 100% of the interests in this revocable trust. Mr. Crandall is a U.S. citizen, with a business address of 201 Main Street, Suite 1018, Fort Worth, TX 76102. Name: Tyler Wolfram Address: 201 Main Street, Suite 1018, Fort Worth, TX 76102 Citizenship: U.S. 3

Principal Investment Manager Business: % Equity: 16.6671% voting member of OHCP MGP III, Ltd. Name: Steven B. Gruber Address: 201 Main Street, Suite 1018, Fort Worth, TX 76102 Citizenship: U.S. Principal Investment Manager Business: % Equity: 16.6659% voting member of OHCP MGP III, Ltd. Name: Kevin G. Levy Address: 201 Main Street, Suite 1018, Fort Worth, TX 76102 Citizenship: U.S. Principal Investment Manager Business: % Equity: 16.6671% voting member of OHCP MGP III, Ltd. Name: Denis J. Nayden Address: 201 Main Street, Suite 1018, Fort Worth, TX 76102 Citizenship: U.S. Principal Investment Manager Business: % Equity: 10.6365% voting member of OHCP MGP III, Ltd. Name: Ray Pinson Address: 201 Main Street, Suite 1018, Fort Worth, TX 76102 Citizenship: U.S. Principal Investment Manager Business: % Equity: 16.6671% voting member of OHCP MGP III, Ltd. Name: The Nayden Family Florida Trust Address: 201 Main Street, Suite 1018, Fort Worth, TX 76102 Citizenship: U.S. Principal Investment Manager Business: % Equity: 6.0294% voting member of OHCP MGP III, Ltd. 3. The equity in the Oak Hill private equity funds identified herein (Oak Hill Capital Partners III, L.P.; Oak Hill Capital Partners III (AIV I), L.P.; Oak Hill Capital Partners III (AIV II), L.P.; and Oak Hill Capital Management Partners III, L.P.) is held by numerous, primarily U.S.-based investors, including individuals, trusts, institutions and business entities. 4

Additional Information Regarding WaveDivision Capital III, LLC: 1. WaveDivision Capital III, LLC is majority owned and controlled by Steven B. Weed and Stanley A. Roberts. Each of the individual investors in WaveDivision Capital III, LLC is a U.S. citizen, and none of the investors will own a 10% or greater interest in the Transferee on a look through basis. Additional Information Regarding GI Wave Holdings, LLC: 1. The following entities are the owners of GI Wave Holdings, LLC: Name: GI Wave UBTI-ECI Blocker, Inc., LLC Address: 2180 Sand Hill Road, Suite 210, Menlo Park, CA 94025 Citizenship: U.S. Principal Investment Activities Business: % Equity: 17.3% Owner of GI Wave Holdings, LLC Name: GI Partners Fund III, LLP Address: 2180 Sand Hill Road, Suite 210, Menlo Park, CA 94025 Citizenship: U.S. Principal Investment Activities Business: % Equity: 82.7% Owner of GI Wave Holdings, LLC 2. The equity in the GI Partners private equity funds identified on the attached organization chart (GI Partners Fund III LP; GI Partners Fund III-A LP; and GI Partners Fund III-B LP) is held by numerous investors, including individuals, trusts, institutions and business entities, none of which individually owns a 10% or greater interest in the Transferee. The two investors in the GI Partners private equity funds that will hold a greater than 10% interest (on a look through basis) in Wave Holdco, LLC are the California Public Employees’ Retirement System and the California State Teachers’ Retirement Fund; none of the other investors in the GI Partners private equity funds will individually own 10% or greater interest (on a look through basis) in Wave Holdco, LLC. The aggregate non-U.S. investment in these funds is below 15%. Additional information regarding the California Public Employees’ Retirement System and the California State Teachers’ Retirement System is set forth in the table below. 5

Name: California Public Employees’ Retirement System Address: 400 Q Street, Sacramento, CA 95814 Citizenship: U.S. Principal Investment Activities Business: % 26.8% interest in GI Partners Fund III LP Name: California State Teachers’ Retirement System Address: 100 Waterfront Place, West Sacramento, CA 95605 Citizenship: U.S. Principal Investment Activities Business: % Equity: 21.5% interest in GI Partners Fund III LP The address for OH WDH Holdco, LLC and Wave Holdco, LLC is 401 Kirkland Place, Suite 500, Kirkland, WA 98033. There are no interlocking directorates between the applicant and any foreign carrier. Answer to Question 13 – Narrative Description of Pro Forma Transaction On June 25, 2014 the parties completed a pro forma transaction involving the assignment of the international 214 authorization currently held by OH WDH Holdco, LLC in conjunction with a bond offering initiated by its parent company. Wave Holdco, LLC which now holds the international 214 authorization, will remain a wholly-owned subsidiary of Oak Hill Capital Partners and GI Capital Partners. An assignment of a license from one wholly-owned company to another wholly-owned company, without any change in ultimate control of the licensee, is a presumptively pro forma transaction under the Commission’s rules.2 This pro forma transaction will have no impact on company’s customers, the services provided by the company, or any aspect of operations of the company. 2 47 C.F.R. § 63.24(d), Note 2. 6


Document Created: 2014-07-25 16:25:07
Document Modified: 2014-07-25 16:25:07
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