Attachment Attachment 1

This document pretains to ITC-ASG-INTR2019-02398 for Assignment on a International Telecommunications filing.

IBFS_ITCASGINTR201902398_1728267

ATTACHMENT 1 Page 1 of 7 Pursuant to Section 214 of the Communications Act of 1934, as amended,1 and Section 63.04 of the Commission’s Rules,2 Slappey Telephone, Inc., an Alabama corporation ("Slappey Telephone”) and Slappey Communications, LLC, a Texas limited liability company ("Slappey Communications"), together with BMP Slappey Holdco, LLC, a Texas limited liability company (“BMP Holdco”) and Baymark Partners, LP, a Texas limited partnership (“Baymark Partners”) and, together with Slappey Telephone, Slappey Communications and BMP Holdco (collectively, “Applicants”), respectfully submit this application for the approval of a transaction under which Slappey Telephone will sell certain of its regulated assets to Slappey Communications, a wholly- owned subsidiary of BMP Holdco, an affiliate of Baymark Partners. I. ANSWER TO QUESTION 10 A. Slappey Telephone (Assignor) Slappey Telephone, FCC Registration Number (“FRN”) 0011434420, is a corporation organized under the laws of and headquartered in Alabama. Slappey Telephone holds blanket section 214 authority to provide domestic telecommunications services and an international section 214 authorization for global facilities-based and resold services under File No. ITC-214-20040915- 00366. Slappey Telephone is certificated as a competitive local exchange carrier by the Alabama Public Utilities Commission. The company offers a range of services throughout the state of Alabama, including voice, data, networking, and Internet services. Slappey Telephone may be contacted at the following address and telephone number: Slappey Telephone, Inc. 4260 Cahaba Heights Court Birmingham, Alabama 35343 Phone: (205) 970-4209 1 47 U.S.C. § 214. 2 47 C.F.R. § 63.04. 2 47 C.F.R. § 63.04. 1

ATTACHMENT 1 Page 2 of 7 B. Slappey Communications (Assignee) Slappey Communications is a limited liability company organized under the laws of Texas. The company is registered with the FCC under FRN No. 0028495364. Slappey Communications is a wholly-owned subsidiary of BMP Holdco, which is an affiliate of Baymark Partners. Slappey Communications may be contacted at the following address and telephone number: Slappey Communications 4260 Cahaba Heights Court Suite 100 Birmingham, Alabama 35343 Telephone: (205) 970-4209 C. BMP Holdco / Baymark Partners (Assignees) BMP Holdco is a limited liability company organized under the state laws of Texas. BMP Holdco is owned by certain owners of Slappey Telephone and investment funds affiliated with Baymark Partners. Baymark Partners is a Dallas, Texas-based growth-oriented private equity firm that invests in middle market service, distribution, manufacturing and tech-enabled companies. Among other services and expertise, Baymark Partners provides owners with liquidity and companies with resources to accelerate their growth. 2

ATTACHMENT 1 Page 3 of 7 D. Point of Contact Information Correspondence concerning this Application should be sent to: If to Slappey Telephone, Inc.: If to BMP Slappey, Baymark Partners and/or Slappey Communications: Slappey Communications, LLC Granite Park II 2476 Altadena Road 5700 Granite Parkway, Ste. 435 Vestavia Hills, AL 35243 Plano, TX 75024 Attn: William J. Slappey, IV Attn: David Hook Email: will.slappey@slappey.com Email: dhook@baymarkpartners.com with a copy to: with a copy to: Sirote & Permutt, P.C. Hallett & Perrin, P.C. 2311 Highland Avenue South 1445 Ross Avenue, Suite 2400 Birmingham, AL 35205 Dallas, TX 75202 Attn: Todd Carlisle Attention: Julie Smith Email: tcarlisle@sirote.com Email: jsmith@hallettperrin.com 3

ATTACHMENT 1 Page 4 of 7 II. ANSWER TO QUESTION 11 The following information is provided for any person or entity that owns a 10% or greater equity interest in Slappey Telephone: Name Address Citizenship Principal % Equity Business William J. Slappey, III 2476 Altadena Rd. U.S.A. Voice, data and 82% Vestavia Hills, AL 35243 Internet services The following information is provided for any person or entity that owns a 10% or greater equity interest in Slappey Communications: Name Address Citizenship Principal % Equity Business BMP Slappey Holdco, LLC Granite Park II U.S.A Investing/ 100% 5700 Granite Pkwy. Lending Suite 435 Plano, TX 75024 The following information is provided for any person or entity that owns a 10% or greater equity interest in BMP Holdco: Name Address Citizenship Principal % Equity Business BMP Slappey Investment, LP Granite Park II U.S.A Investing/ 51.4% 5700 Granite Pkwy. Lending Suite 435 Plano, TX 75024 BMP Slappey Common, LLC Granite Park II U.S.A. Investing/ 15% 5700 Granite Pkwy. Lending Suite 435 Plano, TX 75024 Novus Method, LLC 3006 Asbury Park Pl. U.S.A. Investing 13% Vestavia Hills, AL 35243 Argonian, LLC 2920 Lewis St. U.S.A. Investing 12% Vestavia Hills, AL 35243 4

ATTACHMENT 1 Page 5 of 7 III. ANSWER TO QUESTION 13 The transaction involves repayment of various items of indebtedness by Slappey Telephone and the sale of assets by Slappey Telephone to Slappey Communications. William J. Slappey, III, William J. Slappey, IV, and Wesley J. Slappey are the sole record and beneficial owners of all issued and outstanding equity interests of Slappey Telephone. Upon closing the transaction, William J. Slappey, IV and Wesley J. Slappey will become employees of Slappey Communications. It is also anticipated that William J. Slappey, III, will become an independent contractor of Slappey Communications on or shortly after closing of the transaction. All other existing employees of Slappey Telephone will be offered employment with Slappey Communications. Pursuant to the terms of the transaction, Slappey Communications will acquire certain of the assets of Slappey Telephone. The assets will be held by Slappey Communications, which is a wholly-owned subsidiary of Baymark Partners. The transaction is expected to close as soon as possible, subject to regulatory approval. 5

ATTACHMENT 1 Page 6 of 7 IV. ANSWER TO QUESTION 20 The Applicants request streamlined treatment of this Application pursuant to section 63.03 of the Commission’s Rules.3 This Application is eligible for streamlined processing pursuant to Section 63.03(b)(2) of the Commission’s Rules on the basis that: (1) the proposed transaction will not result in the Applicants (including their affiliates, as that term is defined in Section 3(1) of the Act) having a market share in the interstate, interexchange market of greater than ten (10) percent; (2) the Applicants (including their affiliates) will provide competitive telephone exchange services or exchange access services exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction; and (3) neither the Applicants nor any of their affiliates are regulated as dominant with respect to any service.4 The proposed transaction will serve the public interest. Under new ownership, Slappey Communications will continue to provide high-quality telecommunications services to its U.S. business and enterprise customers while gaining access to the additional financial resources and the operational expertise of Baymark Partners. With the strong financial backing of Baymark Partners, it is anticipated that the transfer of control will bolster Slappey Communications’ ability to provide innovative enterprise services and enable the company to become a stronger competitor. The improved financial environment resulting from the proposed transaction will help ensure a continued high level of service to existing and new customers. Slappey Communications will continue to be operated by highly experienced, well-qualified management, operating and technical personnel. In addition, the transaction will not result in a change in services, rates, terms or conditions for customers. The transaction therefore will be seamless and transparent to customers. Future changes in rates, terms and conditions of service, if any, will be undertaken pursuant to applicable law and contract provisions. 3 47 U.S.C. § 63.03. 4 Id § 63.03(b)(1)-(3). 6

ATTACHMENT 1 Page 7 of 7 V. ADDITIONAL INFORMATION REQUIRED BY SECTION 63.04 Pursuant to 63.04(d), and in accordance with the requirements of 63.18, the Applicants hereby certify that: − no party to this application is subject to a denial of federal benefits pursuant to section 5301 of the Anti-Drug Abuse Act of 1988;5 − there are no other Commission applications related to this transaction;6 − the Applicants are not requesting special consideration because either party or its subsidiaries and affiliates to the transaction are facing imminent business failure;7 − there are no separately filed waiver requests are being sought in conjunction with this transaction.8 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 5 47 C.F.R. § 63.18(a)(6). 6 Id. § 63.04(a)(9). 7 Id. § 63.04(a)(10). 8 Id. § 63.04(a)(11). 7


Document Created: 0770-06-12 00:00:00
Document Modified: 0770-06-12 00:00:00
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