Atlas Connectivity -

SUPPLEMENT submitted by Nicholville Telephone Co., Inc.

Supplement

2018-04-13

This document pretains to ITC-ASG-20180226-00040 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2018022600040_1373330

8300 Greensboro   Dr.      {703) 584-8ó78
                                                                                                   LU KAS
Suite 1200
Tysons,VA22lO2
                           www.¡ccrAw.coM
                                                                               LLGS                LAFURIA
                                                                                                   GUTIERREZ
                                                                                                   [T SACHS,',

                                               April 13,2018


Marlene H. Dortch
Secretary
Federal Communications Commission
445l2th Street S.W.
Washington, D.C. 20554

                  Re:   Supplement to Joint Application of Atlas Connectivity, LLC,
                        Nicholville Telephone Company,Inc., and SLIC Network Solu-
                        tions, fnc., for Authority to Transfer Control of Holders of Do-
                        mestic and International Authorizations Pursuant to Section 214
                        of the Communications Act of 1934

                        IB File No s. IT C-T I C -2018022   6-0003 9, IT C -T I C -20 I 80226-00040

Dear Ms. Dortch:

        In response to information requests made by Commission staff, Atlas Connectivity, LLC
("Atlas"), and its owners (the "Transferee"), together with Nicholville Telephone Company, Inc.
("Nicholville" or the "Compãîy"), and SLIC Network Solutions, Inc. ("SLIC") (collectively, the
"Transferors") (with the Transferee and Transferors collectively referred to as the "Applicants"),
hereby submit this supplement to their Joint Application for authority to transfer control of domes-
tic and international authorizations that was filed February 26,2018, and is pending in the above-
captioned proceedings.

         1.Voting Interests in Atlas.- No individual member of Atlas management, no individual
Atlas employee, and no individual Nicholville shareholder holds a 10 percent or greater voting
interest in Atlas. This includes Bradley Pattelli and his family because, although they own an in-
direct 13.8 percent equity interest in Atlas,l their Membership Units in Atlas are held by and owned
through 5LOOP, LLC ("5LOOP"), and are voted by 5LOOP, the Managing Member of which is
Rock Island Capital Fund II, L.P. ("Rock Island").

        2. Ownership Interests in Rock Island.-The following entity is the only entity that has a
direct 10 percent or greater equity interest in Rock Island:




I The ownership interests of Mr. Pattelli and his family are discussed in
                                                                          the Joint Application at 5.


Marlene H. Dortch
Secretary
Federal Communications Commission
April 13,2018
    Page2


          Entity          Citizenship              Address              Principal Business     Ownership
    M2 NY Pioneer       Delaware        180   N. Stetson Avenue,       Private Equity               21.9%
    Fund I, L.P.2       Limited         Suite 1320, Chicago,           Investor
                        Partnership     Illinois 60601

        3. Ownership Interests in M2 NY Pioneer.-The following entity is the only entity that has
a direct 10 percent or greater equity interest in M2 NY Pioneer Fund I, L.P. ("M2 NY Pioneer"):


          Entity          Citizenship              Address              Principal Business     Ownership
    New York State      New York        633 3rd Avenue, #31, New       Public Pension Plan         t00.0%
    Common              Pension Fund    York, New York 10017
    Retirement Fund
    ("NYSCR¡t"¡:

         4. Rock Island Partners and Co-Investors.-No Rock Island partner or co-investor, other
than M2 NY Pioneer (see above), has a direct ownership interest of 10 percent or greater in Rock
Island. Neither M2 NY Pioneer nor any other Rock Island partner or co-investor has any voting
interest in Rock Island. All voting interests in Rock Island are controlled by RIC GP II, LLC ("RIC
GP II"), the general partner for Rock Island, which is incorporated in the State of Delaware. The
managing members of RIC GP II are Patrick Hartman, Alfred Mattaliano and Michael Nugent, all
of whom are U.S. citizens. Neither Rock Island, RIC GP II, nor any managing member of RIC
GP II, has a disclosable equity or voting interest in any other FCC-regulated entity. We also reit-
erate that no other individual, partner, co-investor, or entity holds a direct interest in Rock Island
that would result in any such individual, partner, co-investor, or entity having a 10 percent or
greater ownership interest in Atlas.a




2
 Silver Star G.P., LLC ("Silver Star"), a Delaware limited liability company, is the general partner of M2
NY Pioneer Fund I, L.P. and holds all voting interests. Muller & Monroe Asset Management, LLC ("Muller
& Monroe"), a Delaware limited liability company, is the managing partner of Silver Star. André Rice, a
U.S. citizen, is the President of Muller & Monroe. Irwin C. Loud, III, Alfred D. Sharp, Shannon L. Warland
and Marcia Markowitz are all Managing Directors of Muller & Monroe and are all U.S. citizens. Silver
Star has no disclosable equity or voting interest in any other FCC-regulated entity.
3
  The NYSCRF is the third largest public pension plan in the nation with an audited value of $ 192.4 billion
in assets held in trust for the retirement security of the more than one million members of the New York
State and Local Retirement Systems. New York State Comptroller Thomas P. DiNapoli is directly account-
able for the performance, oversight and management of the NYSCRF.
a
    See JointApplication at 6.


Marlene H. Dortch
Secretary
Federal Communications Commission
April 13,2018
Page 3



                       Interests in FCC-            Enti              than its 100 percent ownership
interest in SLIC and Nicholville Telco LLC ("Nicholville Telco"),s Atlas does not have an equity
or voting interest of 10 percent or greater in any FCC-regulated entity. Other than their ownership
interests in Atlas (which has a 100 percent ownership interest in SLIC and Nicholville Telco),6
neither M2 NY Pioneer, Silver Star, Rock Island, RIC GP II, 5LOOP, nor Bradley Pattelli and his
family has an equity or voting interest of 10 percent or greater in any FCC-regulated entity, nor do
any of these entities or persons have an equity or voting interest of 10 percent or greater in any
FCC-regulated entity that overlaps with SLIC or Nicholville Telco.

        6. Foreign Ownership Interests.-No foreign individual, government, corporation, or other
entity has a 10 percent or greater equity or voting interest in the Applicants, 5LOOP, Rock Island,
RIC GP Il,M2 NY Pioneer, Silver Star or the New York State Common Retirement Fund.

        7. State of Incorporation.-Both Nicholville and SLIC are incorporated in the State ofNew
York. Atlas, 5LOOP, Rock Island, RIC GP II, M2 NY Pioneer and Silver Star are incorporated in
the State of Delaware.

       Also, please find attached a revision to the Exhibit that accompanied the Joint Application
("Corporate Structures Before and After Reorganization"). The revision depicts all direct equity
ownership interests in Atlas, 5LOOP, Rock Island and M2 NY Pioneer, that equal or exceed 10
percent.




5
  Nicholville Telco will be formed as part of the acquisition and reorganization ofthe Company, will receive
the customers and other assets of Nicholville, and will perform the rural local exchange carrier operations
currently carried out by Nicholville. See id. at 6-8.
6
    See id. at 76.


Marlene H. Dortch
Secretary
Federal Communications Commission
April 13,2018
Page 4



      Please do not hesitate to contact the undersigned   if there are any further questions

                                                   Respectfully submitted,



                                                    ¿{*ggge-
                                                   Todd B. Lantor
                                                   John Cimko
                                                   LutrAS, LlFuRre, GurreRRez & Sncgs, r.lp
                                                   8300 Greensboro Drive, Suite 1200
                                                   Tysons, Virginia 22102
                                                   (703) s84-8678

                                                   Counsel to Atlas Connectivity, LLC,
                                                   Nicholville Telephone Company, Inc., and
                                                   SLIC Network Solutions, Inc.
Attachment


                                          Nicholville Telephone company, lnc. Reorganization
                 PRE - REORGANIZATION


        Nicholville Telephone Gompany, lnc.

                                                                      '100% lnvestor in M2 NY
                                                                        Pioneer Fund l, L.P.
                    Nicholville Telephone
                       Gompany,lnc.

                       (Regulated ILEC)
                                                                       Owns     21   .9% of Rock
                                                                      lsland   CafiH   Fund ll, L.P

                                                                                                        Owns 76% of      Owns 24% of
                                                                                                          5LOOP            SLOOP

                            100% Wholly
                              Owned




                SLIC Network Solutions, lnc.

                            (cLEC)




                                                                                                      57.60lo of Atlas             34.5% of Atlas




* Contemporaneously with the transfer of control,
                                                   the Section 214
Domestic and lnternational Authorizations held by Nicholville
Telephone Company, lnc. will be assigned to Nicholville Telco LLC,                   100% owned                                                     1007o owned
which will be a wholly owned subsidiary of Atlas Connectivity, LLC.                    by Atlas                                                       by Atlas



Document Created: 2019-04-14 11:52:43
Document Modified: 2019-04-14 11:52:43

© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC