Application Form [pdf]

This document pretains to ITC-T/C-20151112-00261 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2015111200261_1115268

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 ) In the Matter of the Joint Application of ) ) Ronald W. Henriksen, Transferor, ) Logix Communications, LP, Licensee, ) ) WC Docket No. 15-_____________ and ) ) IB File No. ITC-T/C-2015________ LOGIX Acquisition Company, LLC, Transferee, ) ) For Grant of Authority Pursuant to ) Section 214 of the Communications Act of 1934, ) as amended, and Sections 63.04 and 63.24 of the ) Commission’s Rules to Complete a Transfer of ) Indirect Ownership and Control of ) Logix Communications, LP to LOGIX ) Acquisition Company, LLC ) ) JOINT APPLICATION Ronald W. Henriksen (“Transferor”), Logix Communications, LP (“Logix” or “Licen- see”), and LOGIX Acquisition Company, LLC (“LAC” or “Transferee”) (collectively, “Appli- cants”), pursuant to Section 214 of the Communications Act of 1934, as amended (the “Act”), 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the Commission’s Rules, 47 C.F.R. §§ 63.04 & 63.24, respectfully request Commission approval under streamlined procedures for LAC to acquire indirect ownership and control of Licensee (the “Transaction”). In support, Applicants provide the following information: DB1/ 85164786.9

II. DESCRIPTION OF THE APPLICANTS A. Transferor and Licensee Logix is a Texas limited partnership that does business as Logix Communications. Logix is a fiber focused, integrated communications company that provides telephone, Internet, data and cloud services. Logix currently has the following ownership: Name: LOGIX GP, LLC Address: 2950 N Loop West, 8th Floor Houston, TX 77092 Citizenship: U.S. (Delaware) Principal Business: General Partner % Interest: 100% (directly in Logix as its General Partner with a 1% equity interest) Name: LOGIX Investors, LLC (“Investors”) Address: 2950 N Loop West, 8th Floor Houston, TX 77092 Citizenship: U.S. (Delaware) Principal Business: Limited Partner % Interest: 100% (directly in Logix as its Limited Partner with a 99% equity interest and indirectly in Logix as 100% owner of LOGIX GP, LLC) Name: LOGIX Holding Company (“HoldCo”) Address: 2950 N Loop West, 8th Floor Houston, TX 77092 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (indirectly in Logix as the 100% owner of Investors) Name: Ronald W. Henriksen Address: c/o Logix Communications 2950 N Loop West, 8th Floor Houston, TX 77092 Citizenship: U.S. Principal Business: Individual % Interest: 100% (indirectly in Logix as the majority direct owner (75%) of HoldCo and as the sole trustee of four trusts (the DB1/ 85164786.9 2

trust collectively with Mr. Henriksen, the “Sellers”) that directly own HoldCo1) No other person or entity, directly or indirectly, owns or controls a 10% or greater inter- est in Logix. See Exhibit A for a detailed depiction of the pre- and post-Transaction corporate structure of Licensee. B. Transferee LAC is a Delaware limited liability company. LAC was formed for the purpose of own- ing and acquiring the LOGIX operating entities, including Licensee. Upon consummation of the Transaction, it will be the direct parent of HoldCo. LAC provides no telecommunications services itself and holds no FCC authorizations. As described in more detail below, the sole member and Manager of Transferee is LOGIX Intermediate Holding Corporation (“Sub-Parent”), a Delaware corporation. Mark J. Johnson, a U.S. citizen, is the President, CEO, Secretary, and Treasurer of Sub-Parent. Matthew M. Murphy, also a U.S. citizen, is Vice President of Sub-Parent. However, day-to-day opera- tional control of Transferee will be exercised by Astra Capital Management, LLC (“ACM”), a Delaware limited liability company, pursuant to a Management Services Agreement entered into between ACM and Sub-Parent. ACM is a Washington, D.C.-based private equity firm that focuses on investments in scalable telecommunications and technology companies. Mark J. Johnson, a U.S. citizen, holds more than 50% of the equity of ACM and exercises control over the entity. See Exhibit A for a detailed depiction of the post-Transaction corporate structure of Transferee. 1 None of the trusts individually owns 10% or more of Holdco, but collectively the trusts directly own 25% of HoldCo. DB1/ 85164786.9 3

III. DESCRIPTION OF THE TRANSACTION Pursuant to a Stock Purchase Agreement dated as of October 29, 2015 (the “Agree- ment”), LAC will acquire from Sellers all of the issued and outstanding stock of HoldCo, the ultimate parent of Licensee. As a result, indirect ownership and control of Licensee will be transferred from Transferor to LAC. For the Commission’s reference, a chart depicting the pre- and post-Transaction ownership of Licensee is provided in Exhibit A. IV. INFORMATION REQUIRED BY SECTION 63.24(e) Pursuant to Section 63.24(e)(2) of the Commission’s Rules, the Applicants submit the following information requested in Section 63.18 (a)-(d) and (h)-(p) in support of this Applica- tion: (a) Name, address and telephone number of each Applicant: Transferor: Ronald W. Henriksen FRN: 0012205365 c/o Logix Communications 2950 N Loop West, 8th Floor Houston, TX 77092 800-444-0258 Licensee: Logix Communications, LP FRN: 0007427487 2950 N Loop West, 8th Floor Houston, TX 77092 800-444-0258 Transferee: Logix Acquisition Company, LLC FRN: 0025038738 1900 K Street, N.W. Suite 1130 Washington, DC 20006 202-779-9044 DB1/ 85164786.9 4

(b) Jurisdiction of Organizations: Transferor: Mr. Henriksen is a U.S. citizen Licensee: Logix is a limited partnership formed under the laws of Texas. Transferee: LAC is a limited liability company formed under the laws of Delaware. (c) (Answer to Question 10) Correspondence concerning this Application should be sent to: For Transferor and Licensee: For Transferee: Catherine Wang Brian Weimer Brett P. Ferenchak Douglas Svor Morgan, Lewis & Bockius LLP Sheppard Mullin Richter & Hampton LLP 2020 K Street, N.W., Suite 1100 2099 Pennsylvania Ave., N.W., Suite 100 Washington, DC 20006-1806 Washington, DC 20006-6801 202-373-6000 (tel) 202-747-1930 (tel) 202-373-6001 (fax) 202-747-3818 (fax) catherine.wang@morganlewis.com bweimer@sheppardmullin.com brett.ferenchak@morganlewis.com dsvor@sheppardmullin.com with a copy to: with a copy to: Howard Siegel Matthew M. Murphy VP of External & Regulatory Affairs Vice President Logix Communications LOGIX Intermediate Holding Corporation 210 Barton Springs Road, Suite 100 1900 K Street NW Austin, Texas 78704 Suite 1130 Howard.Siegel@LogixCom.com Washington, DC 20006 Murphy@astracapitalmgmt.com (d) Section 214 Authorizations Transferor: Mr. Henriksen does not hold international or domestic Section 214 author- ity. Licensee: Logix holds international Section 214 authority to provide global or lim- ited global facilities-based and resale services granted in IB File No. ITC- 214-19970409-00200 (Old File No. ITC-97-209). Logix is authorized to provide interstate service by virtue of blanket domestic Section 214 au- thority. 47 C.F.R. § 63.01. Transferee: LAC does not hold international or domestic Section 214 authority. DB1/ 85164786.9 5

(h) (Answer to Questions 11 & 12) The following entities will hold, directly or indi- rectly, a 10% or greater interest2 in Licensee upon completion of the Transaction, as calculated pursuant to the Commission’s ownership attribution rules for wireline and international tele- communications carriers: Post-Transaction Ownership of Licensee: The following entities will hold a ten percent (10%) or greater direct interest in Logix Communications, LP: Name: LOGIX GP, LLC Address: 2950 N Loop West, 8th Floor Houston, TX 77092 Citizenship: U.S. (Delaware) Principal Business: General Partner % Interest: 100% (directly in Logix as its General Partner with a 1% equity interest) Name: LOGIX Investors, LLC (“Investors”) Address: 2950 N Loop West, 8th Floor Houston, TX 77092 Citizenship: U.S. (Delaware) Principal Business: Limited Partner % Interest: 100% (directly in Logix as its Limited Partner with a 99% equity interest and indirectly in Logix as 100% owner of LOGIX GP, LLC) Name: LOGIX Holding Company (“HoldCo”) Address: 2950 N Loop West, 8th Floor Houston, TX 77092 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (indirectly in Logix as the 100% owner of Investors) 2 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests. DB1/ 85164786.9 6

Post-Transaction Ownership of HoldCo: Upon completion of the Transaction, the following entity will hold a ten percent (10%) or greater direct interest in LOGIX Holding Company: Name: LOGIX Acquisition Company, LLC (“Transferee”) Address: 1900 K Street, N.W. Suite 1130 Washington, DC 20006 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (directly in HoldCo) Upon completion of the Transaction, the following entity will hold a ten percent (10%) or greater direct interest in LOGIX Acquisition Company, LLC: Name: LOGIX Intermediate Holding Corporation (“Sub-Parent”) Address: 1900 K Street, N.W. Suite 1130 Washington, DC 20006 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (directly in Transferee) Sub-Parent is the sole member and manager of Transferee. As described in Sec- tion II.B above, ACM will exercise day-to-day operational control of Transferee pursuant to a Management Services Agreement between ACM and Transferee. Upon completion of the Transaction, the following entity will hold a ten percent (10%) or greater direct interest in LOGIX Intermediate Holding Corporation: Name: LOGIX Parent Corporation (“Parent”) Address: 1900 K Street, N.W. Suite 1130 Washington, DC 20006 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (directly in Sub-Parent) DB1/ 85164786.9 7

Upon completion of the Transaction, the following entities will hold a ten percent (10%) or greater direct interest in LOGIX Parent Corporation3: Name: Astra-LOGIX Holdings, LLC (“Astra Holdings”) Address: 1900 K Street, N.W. Suite 1130 Washington, DC 20006 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 6% (directly in Parent) Name: LOGIX Co-Invest I, LLC (“Co-Invest”) Address: 1900 K Street, N.W. Suite 1130 Washington, DC 20006 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 35% (directly in Parent) Name: WRA-Astra Logix Investors LLC Address: 850 New Burton Road Suite 201 Dover, DE 19904 Citizenship: U.S. (Delaware) Principal Business: Investment Holding Company % Interest: 59% (directly in Parent) 3 As noted above, the three entities that will be equity holders in Parent at consummation of the Transaction are Astra Holdings, LOGIX Co-Invest I, LLC, and WRA-Astra Logix Investors LLC (collec- tively, the “Co-Investors”). Pursuant to an Interim Investor Rights Agreement between the Co-Investors, Astra Holdings retains the right to increase its equity position to a maximum of 29% in Parent by reduc- ing the equity commitment of WRA-Astra Logix Investors LLC and LOGIX Co-Invest I LLC. As a result, the amount of the equity contributions of these three entities could change prior to the consumma- tion of the Transaction. In the event that Astra Holdings exercises this right, the parties shall promptly notify the Commission and will provide appropriately updated ownership information. Moreover, Astra Holdings (like ACM) is controlled by Mark. J. Johnson. Thus, any change in ownership of Parent will only result in increased indirect ownership by Mark J. Johnson, a U.S. citizen, and will not affect control of Licensee. Regardless of the level of the equity contributions among the Co-Investors at consummation of the Transaction, ACM will continue to manage the day-to-day operations of HoldCo and thus retain operational control of the Licensee. DB1/ 85164786.9 8

Upon completion of the Transaction, the following individuals will hold a ten percent (10%) or greater direct interest in Astra-LOGIX Holdings, LLC: Name: Mark J. Johnson Address: 1900 K Street, N.W. Suite 1130 Washington, DC 20006 Citizenship: U.S. Principal Business: LLC Member % Interest: 50% Name: Matthew M. Murphy Address: 1900 K Street, N.W. Suite 1130 Washington, DC 20006 Citizenship: U.S. Principal Business: LLC Member % Interest: 25% Name: Kevin L. Beebe Address: 1900 K Street, N.W. Suite 1130 Washington, DC 20006 Citizenship: U.S. Principal Business: LLC Member % Interest: 25% Upon completion of the Transaction, the following entity will hold a ten percent (10%) or greater direct interest in LOGIX Co-Invest I LLC: Name: Secondary Opportunities Fund III LP (“SOF III”) Address: Deutsche Bank (Cayman) Limited Boundary Hall Cricket Square PO Box 1984 Grand Cayman KY1-1104 Cayman Islands Citizenship: UK Principal Business: Investment Fund % Interest: 100% Although SOF III will be the sole member of Co-Invest, the Manager of Co- Invest will be Astra-LOGIX Manager, LLC (“Astra Manager”). The sole member and manager of Astra Manager will be Mark J. Johnson, a U.S. citizen. DB1/ 85164786.9 9

Upon completion of the Transaction, the following entities will hold a ten percent (10%) or greater direct interest in Secondary Opportunities Fund III, LP: Name: Leonardo Secondary Opportunities Fund III (GP) Limited (“Leonardo SOF III”) Address: Deutsche Bank (Cayman) Limited Boundary Hall Cricket Square PO Box 1984 Grand Cayman KY1-1104 Cayman Islands Citizenship: Cayman Islands Principal Business: Investment Fund % Interest: less than 0.01% (as a General Partner of SOF III) Name: Leonardo Secondary Opportunities Fund III (Alternate GP) LP (“Leonardo SOF III-Alt-GP”) Address: 1209 Orange Street Wilmington, DE 19801 Citizenship: U.S. (Delaware) Principal Business: Investment Fund % Interest: less than 0.01% (as the second General Partner of SOF III) Leonardo SOF III-Alt-GP is the second GP of SOF III, and is wholly-owned by Leonardo SOF III. There are no other limited partners in SOF III that would have a 10% or greater interest in Transferee. Upon completion of the Transaction, the following entity will hold a ten percent (10%) or greater direct interest in Leonardo Secondary Opportunities Fund III (GP) Limited: Name: Intertrust Fund Services Limited Address: 190 Elgin Avenue George Town Grand Cayman KY1-9005 Cayman Islands Citizenship: Cayman Islands Principal Business: Specialized financial and administrative services % Interest: 100% DB1/ 85164786.9 10

Upon completion of the Transaction, the following entity will hold a ten percent (10%) or greater direct interest in Intertrust Fund Services Limited: Name: Intertrust NV Address: Prins Bernhardplein 200, 1097 JB Amsterdam The Netherlands Citizenship: The Netherlands Principal Business: Specialized financial and administrative services % Interest: 100% The direct parent of Intertrust Fund Services Limited is Intertrust NV, a publicly traded company (ENXTAM: INTER). The Blackstone Group L.P. (“Black- stone”), a U.S.-based, publicly-traded multinational investment group (NYSE: BX), currently holds 46.4% of the shares of Intertrust NV. To Transferee’s knowledge, (1) no other person or entity owns 10% or more of Intertrust NV and (2) no person or entity owns 10% or more of Blackstone. Upon completion of the Transaction, the following entity will hold a ten percent (10%) or greater direct interest in WRA-Astra Logix Investors LLC: Name: WRA-Logix Investors LLC Address: 850 New Burton Road Suite 201 Dover, DE 19904 Citizenship: U.S. (Delaware) Principal Business: Investment Holding Company % Interest: 100% WRA-Logix Investors LLC is the Sole Member of WRA-Astra Logix Investors LLC. Upon completion of the Transaction, the following entity will hold a ten percent (10%) or greater direct interest in WRA-Logix Investors LLC: Name: WRA-Logix Holdings Ltd. Address: Clarendon House 2 Church Street Hamilton HM 11 Bermuda Citizenship: Bermuda Principal Business: Investment Holding Company % Interest: 100% WRA-Logix Holdings Ltd. is the Sole Member of WRA-Logix Investors LLC. DB1/ 85164786.9 11

Upon completion of the Transaction, the following entity will hold a ten percent (10%) or greater direct interest in WRA-Logix Holdings Ltd.: Name: Wafra Real Assets & Infrastructure Fund I L.P. Address: 3rd Floor, First Caribbean House P.O. Box 1990 Grand Cayman KY1-1104 Cayman Islands Citizenship: Cayman Islands Principal Business: Close-ended Investment Fund % Interest: 100% Wafra Real Assets & Infrastructure Fund I L.P. is the Sole Shareholder of WRA- Logix Holdings Ltd. Upon completion of the Transaction, the following entities will hold a ten percent (10%) or greater direct interest in Wafra Real Assets & Infrastructure Fund I L.P.: Name: WRAIF I GP L.P. Address: 3rd Floor, First Caribbean House P.O. Box 1990 Grand Cayman KY1-1104 Cayman Islands Citizenship: Cayman Islands Principal Business: General Partner of Wafra Real Assets & Infrastructure Fund I L.P. % Interest: less than 0.01% (as General Partner of Wafra Real Assets & Infrastructure Fund I L.P.) WRAIF I GP Ltd. is the ultimate General Partner of WRAIF I GP L.P. Name: Public Institution for Social Security Address: Al Sour Street, Safat 13104 Kuwait Citizenship: Kuwait Principal Business: Autonomous agency of the Government of Kuwait % Interest: 95.24% (Limited Partnership interest in Wafra Real Assets & Infrastructure Fund I L.P.) To the Transferee’s knowledge, no other person or entity, directly or indirectly, owns or controls a 10% or greater interest in Transferee. Transferee does not have any interlocking directorates with a foreign carrier. (i) (Answer to Question 14) Applicants certify that none of the Applicants is a for- eign carrier or affiliated with a foreign carrier. DB1/ 85164786.9 12

(j) (Answer to Question 15) Applicants certify that they do not seek to provide inter- national telecommunications services to any destination country where: (1) An Applicant is a foreign carrier in that country; or (2) An Applicant controls a foreign carrier in that country; or (3) Any entity that owns more than 25 percent of an Applicant, or that con- trols an Applicant, controls a foreign carrier in that country; or (4) Two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate more than 25 percent of an Applicant and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing or international basic telecommunications services in the United States. (k) Not applicable (l) Not applicable. (m) Not applicable (n) Transferee and Licensee certify that they have not agreed to accept special con- cessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future. (o) Applicants certify that they are not subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1998. See 21 U.S.C. § 853a; see also 47 C.F.R. §§ 1.2001-1.2003. (p) Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.12(a)-(b) of the Commission’s Rules, 47 C.F.R. §63.12(a)-(b). In particular, Section 63.12(c)(1) is inapplicable because none of the Applicants are or are affiliated with any foreign carriers and none of the scenarios outlined in Section 63.12(c) of the Commission’s Rules, 47 C.F.R. § 63.12(c), apply. DB1/ 85164786.9 13

V. INFORMATION REQUIRED BY SECTION 63.04 Pursuant to Commission Rule 63.04(b), 47 C.F.R. § 63.04(b), Applicants submit the fol- lowing information in support of their request for domestic Section 214 authority to transfer control of Licensee to Transferee in order to address the requirements set forth in Commission Rule 63.04(a)(6)-(12): 63.04(a)(6): Description of the Transaction A description of the proposed Transaction is set forth in Section III above. 63.04(a)(7): Geographic Areas Served Licensee provides various local exchange, interexchange and data telecommunications services primarily in Oklahoma and Texas. Logix also has limited resold local exchange opera- tions in Arkansas, Kansas and Missouri. Logix is authorized to provide competitive local ex- change and/or interexchange telecommunications services in Arkansas, Kansas, Missouri, Oklahoma and Texas. Transferee does not provide telecommunications services and is not currently affiliated with any telecommunications carrier. 63.04(a)(8): Streamlining Considerations Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.03 of the Commission’s Rules, 47 C.F.R. §63.03. In particular, with respect to domestic authority, this Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) because, immediately following the Transaction, Transferee (and its Affiliates, as defined in the Act) will have a market share in the interstate, interexchange market of less than 10 percent, Transferee (together with its Affiliates) will provide competitive telephone exchange services or exchange access services (if at all) exclusively in geographic areas served by a DB1/ 85164786.9 14

dominant local exchange carrier that is not a party to the Transaction, and none of the Applicants (or their Affiliates) is dominant with respect to any service. 63.04(a)(9): Additional FCC Applications Licensee also holds two private microwave licenses: Call Signs WQRH652 and WQRH653. Applicants are filing an Application with the Wireless Telecommunications Bureau with respect to the transfer of control of those wireless licenses. 63.04(a)(10): Special Consideration Requests No party is requesting special consideration because it is facing imminent business failure. 63.04(a)(11): Waiver Requests No waiver requests are being filed in conjunction with the Transaction. 63.04(a)(12): Public Interest Statement The Transaction will serve the public interest. The financial and managerial resources that Transferee will bring to Logix will enable it to better meet the needs of residential, enter- prise, wholesale, and other customers in its service territories and thus better compete in the telecommunications marketplace. At the same time, the Transaction will have no adverse impact on the customers of Logix. Immediately following the Transaction, Logix will continue to provide high-quality services at the same rates and on the same terms and conditions as are currently in effect. The only change immediately following closing of the Transaction from a consumer’s perspective is that Licensee’s indirect ownership will change, with Transferee being its ultimate owner. VI. CONCLUSION For the reasons stated above, Applicants respectfully submit that the public interest, convenience, and necessity would be furthered by a grant of this Application for the indirect DB1/ 85164786.9 15

transfer of ownership and control of Logix Communications, LP to LOGIX Acquisition Company, LLC. Respectfully submitted, /s/ Brian Weimer /s/ Brett P. Ferenchak Brian Weimer Catherine Wang Douglas Svor Brett P. Ferenchak Sheppard Mullin Richter & Hampton LLP MORGAN, LEWIS & BOCKIUS LLP 2099 Pennsylvania Ave., N.W., Suite 100 2020 K Street, N.W. Washington, DC 20006-6801 Washington, DC 20006 202-747-1930 (Tel) 202-373-6000 (Tel) 202-747-3818 (Fax) 202-373-6001 (Fax) bweimer@sheppardmullin.com catherine.wang@morganlewis.com dsvor@sheppardmullin.com brett.ferenchak@morganlewis.com Counsel for Transferee Counsel for Transferor and Licensee Dated: November 12, 2015 DB1/ 85164786.9 16

EXHIBIT A Pre- and Post-Transaction Corporate Structure DB1/ 85164786.9

Current Ownership Structure of Logix Ronald W. Henriksen (“Transferor”) 100% (75% directly and 25% as trustee of four trusts that directly own Holdco) LOGIX Holding Company (“HoldCo”) LOGIX Investors, LLC (“Investors”) LOGIX GP, LLC. Limited Partner 99% General Partner 1% Logix Communications, LP (“Logix” or “Licensee”) Unless otherwise indicated all ownership percentages are 100%. -1-

Post-Closing Ownership Structure of Logix See Pages 3-5 for Ownership of Parent LOGIX Parent Corporation Mark J. Johnson (“Parent”) >50% LOGIX Intermediate Astra Capital Holding Corporation Management, LLC (“Sub-Parent”) Management Services LOGIX Acquisition Agreement Company, LLC (“Transferee”) LOGIX Holding Company (“HoldCo”) LOGIX Investors, LLC (“Investors”) LOGIX GP, LLC. Limited Partner 99% General Partner 1% Logix Communications, LP (“Logix” or “Licensee”) Unless otherwise indicated all ownership percentages are 100%. -2-

Post-Closing Ownership Structure of Parent WRAIF I GP Ltd. General Partner Public Institution for WRAIF I GP LP Social Security General Partner Approx. (< 0.01% Equity) 95.24% Limited Partner Wafra Real Assets & Infrastructure Fund I L.P. WRA-Logix Holdings Ltd. See Page 5 for WRA-Logix Astra Holdings Investors LLC See Page 4 for Ownership Co-Invest Ownership Astra-LOGIX Holdings LLC WRA-Astra Logix LOGIX Co-Invest I, LLC (“Astra Holdings”) Investors LLC (“Co-Invest”) 6% 59% 35% LOGIX Parent Corporation (“Parent”) Unless otherwise indicated all ownership percentages are 100%. -3-

Post-Closing Ownership Structure of Co-Invest Blackstone Group, L.P. Approx. 46.4% Intertrust NV Intertrust Fund Services Limited Leonardo Secondary Opportunities Fund III (GP) Limited (“Leonardo SOF III”) Leonardo Secondary General Opportunities Fund III Partner (Alternate GP) (LP) (<0.01% Equity) Limited (“Leonardo SOF III-Alt-GP”) Second Astra LOGIX General Manager, LLC Partner (<0.01% Equity) Secondary Opportunities Fund III, LP (“SOF III”) Manager LOGIX Co-Invest I, LLC (“Co-Invest”) Unless otherwise indicated all ownership percentages are 100%. -4-

Post-Closing Ownership Structure of Astra Holdings Mark J. Johnson Matthew M. Murphy Kevin L. Beebe 50% 25% 25% Astra-LOGIX Holdings LLC (“Astra Holdings”) Unless otherwise indicated all ownership percentages are 100%. -5-

Verifications I, Mark J. Johnson, state that I am the President and CEO of LOGIX Intermediate Hold- ing Corporation, the sole member and manager of LOGIX Acquisition Company, LLC (“LAC”); that I am authorized to make this Verification on behalf of LAC; that the foregoing filing was prepared under my direction and supervision; and that the contents are true and correct to my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this 12th day of November, 2015. /s/ Mark J. Johnson Mark J. Johnson President & CEO LOGIX Intermediate Holding Corporation DB1/ 85164786.9

VERIFICATION I, Howard J. Siegel, state that I am Vice President of External and Regulatory Affairs of Logix Communications, LP (the "Company*"); that I am authorized to make this Verification on behalf of the Company; that the foregoing filing was prepared under my direction and supervision; and that the contents are true and correct to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this \ Z_f_c\day of November, 2015. o( Howard J. Siegel Vice President of External and Regulatory Affairs Logix Communications, LP DB1/ 85214658.1


Document Created: 2015-11-12 19:46:50
Document Modified: 2015-11-12 19:46:50
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