Attachment Exhibit 1

This document pretains to ITC-ASG-INTR2018-10176 for Assignment on a International Telecommunications filing.

IBFS_ITCASGINTR201810176_1568699

                                                          Notification of Pro Forma Assignment
                                                                                Attachments 1-2
                     ATTACHMENT 1 TO FCC ELECTRONIC FORM
                         Notification of Pro Forma Assignment

         Pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C.
§214 and Section 63.24(f) of the Federal Communications Commission’s (“Commission”) Rules,
47 C.F.R. § 63.24(f), Great Plains Communications Long Distance LLC notifies the Commission
of the pro forma assignment of an international Section 214 authorization to provide resold
international telecommunications services. The present pro forma assignment arises because the
licensee Great Plains Communications Long Distance, Inc. has been converted to a limited
liability company, resulting in the pro forma assignment of the license from the former
corporation to the newly converted limited liability company—Great Plains Communications
Long Distance LLC. 1 Attached hereto as Attachment 2 are charts showing the ownership of the
affected licensee before and after the conversion. The ownership charts are identical except for
the LLC designation of the newly converted limited liability companies, including the licensee.
The conversion did not change the ultimate ownership or control of the international 214
authorization at issue, and was therefore pro forma in nature. The conversion was completed on
November 2, 2018.

Answer to Question 10 - Section 63.18(c)-(d):

        Because ultimate ownership and control of the international 214 authorization did not
change as a result of the conversion to an LLC of the licensee, the Assignor and the Assignee for
the present pro forma assignment notification have the same contact information.

         Contact Information:

For Great Plains Communications Long                with a copy to:
Distance LLC:                                       Nick Holle
Danielle C. Burt                                    Corporate Counsel
Morgan, Lewis & Bockius LLP                         Great Plains Communications Holdings
1111 Pennsylvania Ave., NW                          LLC
Washington, DC 20004-2541                           1600 Great Plains Centre
Tel: (202) 739-3000                                 P.O. Box 500
Fax: (202) 739-3001                                 Blair, NE 68008
danielle.burt@morganlewis.com                       Tel: (402) 456-6445




1
 Notice is also being provided to the Wireline Competition Bureau regarding the pro forma
assignment of blanket domestic Section 214 authorizations held by Great Plains
Communications Long Distance, Inc., Great Plains Communications, Inc., and Great Plains
Broadband, Inc., which have been converted to limited liability companies—Great Plains
Communications Long Distance LLC, Great Plains Communications LLC, and Great Plains
Broadband LLC, respectively (collectively, Great Plains Communications Long Distance LLC,
Great Plains Communications LLC, and Great Plains Broadband LLC are referred to as the
“GPC Companies.”).


DC: 6841169-3


                                                          Notification of Pro Forma Assignment
                                                                                Attachments 1-2




       Place of Formation:

      Great Plains Communications Long Distance LLC is a Delaware limited liability
company.

       Domestic and International 214 Authority:

        The Assignor, Great Plains Communications Long Distance, Inc., held domestic and
international 214 authorizations which have been assigned to Great Plains Communications
Long Distance LLC, a newly converted limited liability company.

Answer to Question 11 - Section 63.18(h):

        A list of the persons or entities holding, directly or indirectly, a 10% or
greater interest in Licensee as calculated pursuant to the Commission’s ownership attribution
rules for wireline and international telecommunications carriers follows:

       1.     Great Plains Communications Long Distance LLC is wholly owned by:

              Name:                  Great Plains Communications LLC
              Address:               1600 Great Plains Centre, P.O. Box 500, Blair, NE 68008
              Ownership:             100%
              Citizenship:           United States (Delaware)
              Principal Business:    Telecommunications services

       2.     Great Plains Communications LLC is wholly owned by:

              Name:                  Great Plains Communications Holdings LLC
                                     (“GPC Holdings”)
              Address:               1900 K Street NW, Suite 1130 Washington, DC 20006
              Ownership:             100%
              Citizenship:           United States (Delaware)
              Principal Business:    Holding Company

       3.     GPC Holdings is wholly owned by:

              Name:                  Grain Communications Opportunity Fund II, L.P.
                                     (“GCO Fund II”)
              Address:               1900 K St. NW., Suite 1130, District of Columbia, 20006
              Ownership:             100% (directly in GPC Holdings)
              Citizenship:           United States (Delaware)
              Principal Business:    Investment Fund


                                                2


                                                Notification of Pro Forma Assignment
                                                                      Attachments 1-2

4.   The limited partnership interests in GCO Fund II are held by passive financial
     investors. The limited partnership interests are fully insulated in accordance with
     the Commission’s Rules. Two such limited partners hold a ten percent (10%) or
     greater equity interest in GCO Fund II:

     Name:                 Board of Regents of The University of Texas System
     Address:              210 W. 7th Street, Suite 1700, Austin, TX 78701
     Ownership:            73.34% of the economic interests based on capital
                           commitments (directly in GCO Fund II)
     Citizenship:          United States (Texas)
     Principal Business:   University Endowment

     Name:                 Texas Emerging Managers Private Markets Program, L.P.
                           (2018-1 PE Investment Series)
                           (“Texas Emerging Markets”)
     Address:              c/o GCM Grosvenor, 767 Fifth Avenue, 14th Floor,
                           New York, NY 10153
     Ownership:            14.67% of the economic interests based on capital
                           commitments (directly in GCO Fund II)
     Citizenship:          United States (Delaware)
     Principal Business:   Investments

     The sole limited partner interest in Texas Emerging Markets is held by:

     Name:                 Teacher Retirement System of Texas (“TRS”)
     Address:              1000 Red River Street
                           Austin, TX 78701
     Ownership:            99.6% of the economic interests of Texas Emerging
                           Markets
     Citizenship:          Texas pension fund
     Principal Business:   Pension fund

     The sole general partner of Texas Emerging Markets is:

     Name:                 GCM CFIG GP, LLC
     Address:              767 Fifth Avenue, 14th Floor
                           New York, NY 10153
     Ownership:            Sole general partner of Texas Emerging Markets
     Principal Business:   Investment

     GCM CFIG GP, LLC is ultimately controlled by Michael Jay Sacks, a United
     States citizen with address at 767 Fifth Avenue, 14th Floor, New York, NY
     10153.

     No other individual or entity directly or indirectly holds a ten percent (10%) or
     greater equity interest in GCO Fund II and thus in Great Plains Communications,

                                      3


                                                            Notification of Pro Forma Assignment
                                                                                  Attachments 1-2

               Inc.

       5.      Control of GCO Fund II resides in its general partner:

               Name:                   Grain GP IV, LLC
               Address:                1900 K St. NW., Suite 1130, District of Columbia, 20006
               Ownership:              Sole general partner of GCO Fund II
                                       Less than 10% equity interest in GCO Fund II
               Citizenship:            United States (Delaware)
               Principal Business:     Investments

       6.      Grain GP IV, LLC is wholly held by:

               Name:                   Grain Capital II, LLC
               Address:                1900 K St. NW., Suite 1130, District of Columbia, 20006
               Ownership:              Sole member of Grain GP IV, LLC
                                       Less than 10% equity interest in GCO Fund II
               Citizenship:            United States (Delaware)
               Principal Business:     Investments

       7.      Grain Capital II, LLC is wholly held by:

               Name:                   Grain Capital, LLC
               Address:                1900 K St. NW., Suite 1130, District of Columbia, 20006
               Ownership:              Sole member of Grain Capital II, LLC
                                       Less than 10% equity interest in GCO Fund II
               Citizenship:            United States (Florida)
               Principal Business:     Investments

       8.      Grain Capital, LLC is 99% held by:
               Name:                 David Grain
               Address:              100 North Washington Boulevard, Suite 201,
                                     Sarasota, FL 34236
               Ownership:            Holds 99% of the limited liability company interest in
                                     Grain Capital, LLC
                                     Less than 10% equity interest in GCO Fund II
               Citizenship:          United States
               Principal Business: Investments

        No other person or entity, directly or indirectly, will control or own a ten percent or
greater equity interest in GPC Holdings upon the closing of the proposed transaction.

       None of the GPC Companies nor GPC Holdings has any interlocking directorates with
any foreign carrier.



                                                  4


                                                         Notification of Pro Forma Assignment
                                                                               Attachments 1-2

Answer to Question 13:

         Great Plains Communications Long Distance LLC hereby notifies the Commission of the
pro forma assignment of an international Section 214 authorization to provide resold
international telecommunications services. The present pro forma assignment arises because the
licensee Great Plains Communications Long Distance, Inc. has been converted to a limited
liability company, resulting in the pro forma assignment of the license from the former
corporation to the newly converted limited liability company—Great Plains Communications
Long Distance LLC. The conversion was completed on November 2, 2018.

        The conversion did not change the ultimate ownership or control of the international
214 authorization at issue, and was therefore pro forma in nature.




                                               5


                           Notification of Pro Forma Assignment
                                                 Attachments 1-2




            ATTACHMENT 2

Pre- and Post- Conversion Ownership Charts




                    6


                                                      Pre-Conversion Ownership



                                                                    David J. Grain
                                                                                                      All lines denote 100% economic
                                                          Grain Investment                            ownership and control unless
                                                           Holdings, LLC                              noted.
                                                                       1%            99%

Teacher Retirement                                              Grain Capital, LLC
                               GCM CFIG GP, LLC
 System of Texas

                         99.6% LP         GP                   Grain Capital II, LLC

                                Texas Emerging Managers
                               Private Markets Program, L.P.
                               (2018-1 PE Investment Series)

                                                                Grain GP IV, LLC
 Board of Regents of The
University of Texas System
                                                14.67% LP                                  Other LP
                                                               GP
                                 73.34% LP                              <10% LP


                                        GRAIN COMMUNICATIONS
                                       OPPORTUNITY FUND II, L.P.




                                         Great Plains Communications
                                                Holdings LLC




                                                  Great Plains
                                               Communications, Inc.




                                Great Plains
                                                                     Great Plains
                             Communications Long
                                                                    Broadband, Inc.
                                Distance, Inc.


                                                     Post-Conversion Ownership



                                                                   David J. Grain
                                                                                                     All lines denote 100% economic
                                                         Grain Investment                            ownership and control unless
                                                          Holdings, LLC                              noted.
                                                                     1%             99%

Teacher Retirement                                             Grain Capital, LLC
                              GCM CFIG GP, LLC
 System of Texas

                         99.6% LP        GP                   Grain Capital II, LLC

                               Texas Emerging Managers
                              Private Markets Program, L.P.
                              (2018-1 PE Investment Series)

                                                               Grain GP IV, LLC
 Board of Regents of The
University of Texas System
                                               14.67% LP                                  Other LP
                                                              GP
                                73.34% LP                              <10% LP


                                       GRAIN COMMUNICATIONS
                                      OPPORTUNITY FUND II, L.P.




                                        Great Plains Communications
                                               Holdings LLC




                                                 Great Plains
                                               Communications
                                                    LLC



                                Great Plains
                                                                    Great Plains
                              Communications
                                                                   Broadband LLC
                             Long Distance LLC



Document Created: 2018-11-06 11:53:05
Document Modified: 2018-11-06 11:53:05

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