Attachment Attachment 1

This document pretains to ITC-T/C-20170405-00060 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017040500060_1203797

ATTACHMENT 1 Joint International and Domestic Section 214 Application to Transfer Control of Legacy Long Distance International, Inc. d/b/a Legacy Inmate Communications This joint application seeks Commission consent under Section 214 of the Communications Act of 1934, as amended (the “Act”), and Sections 63.04 and 64.24 of the Commission’s rules1 to transfer control of Legacy Long Distance International, Inc. d/b/a Legacy Inmate Communications (“Legacy” or “Transferor”) to Jail Education Solutions, Inc. d/b/a Edovo (“Edovo” or “Transferee”) (collectively the “Applicants”). Legacy holds an international Section 214 authorization as well as blanket Section 214 domestic operating authority. As explained further below, grant of the application serves the public interest. I. RESPONSES TO QUESTIONS SET FORTH IN THE FCC 214 MAIN FORM Responses to certain questions set forth in the application’s FCC 214 Main Form are as follows: Answers to Question 10 Transferor Contact Information Transferee Contact Information Curtis Brown Valerie Hedge President and Chief Executive Officer In-House Counsel Legacy Long Distance International, Inc. Jail Education Solutions, Inc. 10833 Valley View Street 500 W. Madison Avenue Suite 150 Suite 801 Cypress, CA 90630 Chicago, IL 60661 Tel. 800-577-5534 Tel. 773-263-0178 Fax 800-700-1116 valerie@edovo.com cbrown@legacyinmate.com With a copy to: With a copy to: Sharon R. Warren Brian Hill Consultant to Legacy Long Distance International, President and Chief Executive Officer Inc. Jail Education Solutions, Inc. Technologies Management, Inc. 500 W. Madison Avenue 151 Southhall Lane, Suite 450 Suite 801 Maitland, FL 32751 Chicago, IL 60661 Tel. 407-740-3005 Tel. 602-403-9905 Fax 407-740-0613 swarren@tminc.com brian@edovo.com 1 47 U.S.C. § 214; 47 C.F.R. §§ 63.04, 64.24. 1

Place of Organization Legacy is incorporated under the laws of the state of California. Edovo is incorporated under the laws of the state of Delaware. Prior International Section 214 Authorizations Legacy holds an international Section 214 authorization to provide global international resold services between the United States and international points pursuant to Section 63.18(e)(2) of the Commission’s rules (File No. ITC-214-19961125-00596). Edovo does not hold any international Section 214 authorizations. Answer to Question 11 Pursuant to Section 63.18(h) of the Commission’s rules, the following individuals will directly or indirectly hold at least ten (10) percent of the equity interest of the transferee upon consummation of this transaction. Exhibit A contains a pre and post-transaction chart. Name: Michael Krasny Address: 30 S. Wacker Drive Suite 2500 Chicago, IL 60606 Citizenship: USA Principal Business: Investor Ownership Interest: 10.10% of Jail Education Solutions, Inc. d/b/a Edovo Name: Brian Hill Address: 500 W. Madison Avenue, Suite 801 Chicago, IL 60661 Citizenship: USA Principal Business: President and Chief Executive Officer Ownership Interest: 21.87% of Jail Education Solutions, Inc. d/b/a Edovo Answer to Question 12 There are no interlocking directorates with a foreign carrier. Answer to Question 13 Description of Applicants The Transferor is Legacy Long Distance International, Inc. d/b/a Legacy Inmate Communications. Legacy is incorporated under the laws of the state of California and headquartered in Cypress, California. Curtis Brown, President and Chief Executive Officer currently holds a 79.76% ownership and voting interest in Legacy. George Hansell, Executive Vice President, currently holds a 20.12% ownership and voting interest in Legacy. Legacy is a full-service provider of inmate communications and investigative technology services at 2

hundreds of correctional facilities nationwide. Legacy’s services include operator services, debit, and prepaid calling. Legacy is known for their outstanding service and support, their comprehensive technology and service offerings, and their user-centric and intuitive iCON inmate communications management system. Legacy also provides operator-assisted and direct dial calling services to coin-operated privately owned pay telephone providers. Legacy is also authorized by the FCC to provide domestic and international telecommunications services. The Transferee is Jail Business Solutions, Inc. d/b/a Edovo. Edovo is incorporated under the laws of Delaware, with its corporate headquarters in Chicago, Illinois. Current ownership in Edovo consists of Brian Hill, President and Chief Executive Officer, with a 23.30% ownership, Sawdust Capital, LLC holds a 10.76% interest, Serious Change II LP holds a 10.37% interest, with the remaining 55.57% interest held by minority owners. Edovo provides secure tablet technology to correctional facilities to help better prepare and educate inmates for re-entry and improve public safety. Their mobile tablet solution provides over 10,000 hours of educational, vocational and treatment programming to the inmate population. Description of Transaction and Public Interest Statement Legacy and Edovo entered into a Stock Purchase Agreement dated January 27, 2017 (the “Agreement”). Pursuant to the Agreement, 100% of the membership interests of Legacy will be acquired by Edovo. Accordingly, upon consummation of the transactions contemplated by the Agreement (the “Proposed Transaction”), Legacy will become a direct wholly-owned subsidiary of Edovo. After the transaction, Curtis Brown and George Hansell will no longer have an ownership interest greater than ten (10) percent. Following the transaction, the following individuals will hold a ten (10) percent or greater equity interest in Edovo: Brian Hill – 21.87%, Michael Krasny - 10.10%, with the remaining 68.03% held by minority shareholders. Exhibit A to this application depicts the pre and post-organization charts. The Proposed Transaction is expected to close as soon as possible, subject to all regulatory approvals. The Applicants submit that the Proposed Transaction is in the public interest, and will be seamless from the perspective of Legacy’s customers. Legacy will remain a separate operating company, and will continue to be managed and operated by the same officers and personnel as is currently in place. The Proposed Transaction will allow the companies to combine their complementary services, and by combining resources the Applicants will be able to offer a fuller, more robust suite of solutions and services to its customers. The Proposed Transaction will further enhance the combined company’s ability to compete more effectively in the highly competitive marketplace. The transaction will have no adverse impact on Legacy’s customers, and Legacy will continue to provide high-quality services at the same rates and on the same terms and conditions as are currently in effect. 3

Answer to Question 14 Transferee certifies that they have no ownership in any foreign carrier, nor are they affiliated with any foreign carrier, nor will they become affiliated with any foreign carrier as a result of this transaction. Answer to Question 15 Transferee certifies that they do not seek to provide international telecommunications services to any destination country where: (1) The Transferee is a foreign carrier in that country; or (2) The Transferee controls a foreign carrier in that country; or (3) Any entity owns more than 25 percent of the Transferee, or that controls the Transferee, 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 the Transferee and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing of international basic telecommunications services in the United States. Answer to Question 16 Not applicable. Answer to Question 18 Not applicable. Answer to Question 20 Applicants respectfully submit that this application qualifies 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 neither of the Applicants has any foreign carrier affiliates, and will have no such affiliates post-closing. They therefore qualify for a presumption of non-dominance under Section 63.10 of the Commission’s rules on all U.S.- international routes. II. INFORMATION REQUIRED BY SECTION 63.04 OF THE FCC’S RULES IN RELATION TO TRANSFER OF BLANKET DOMESTIC SECTION 214 AUTHORITY In support of the applicants’ request for consent to transfer control of Legacy to Edovo, the following information is submitted pursuant to Section 63.04 of the Commission’s rules.2 Specifically, Section 63.04(b) provides that applicants submitting a joint international/domestic Section 214 application should submit in an attachment to the international Section 214 2 47 C.F.R.§ 63.04. 4

application responses to the information requested in paragraphs (a)(6) through (a)(12) of Section 63.04: (a)(6) Description of the transaction: A description of the transaction is set forth in Section I above. (a)(7) Description of the geographic areas in which the applicants offer domestic telecommunications services, and what services are provided in each area: Legacy is an institutional services provider certificated, registered or otherwise authorized to provide service in all states except Kansas, Hawaii, North Dakota, Nevada, Ohio, and South Carolina. Edovo does not currently provide telecommunications services. (a)(8) Statement as to how the application qualifies for streamlined treatment: This application qualifies for streamlined treatment under Section 63.03(b) of the Commission’s rules because: (1) the Transferee is not a telecommunications provider; (2) Legacy’s market share of the interstate, interexchange market is significantly less than 10 percent; and (3) Legacy provides competitive telecommunications services exclusively in geographic markets served by a dominant local exchange carrier that is not a party to this transaction. Neither Applicant is dominant with respect to any telecommunications service offered in the United States. (a)(9) Identification of all other Commission applications related to this transaction: No other Commission applications are related to this transaction. (a)(10) Statement of whether the applicants request special consideration because either party is facing imminent business failure: The applicants request no special consideration of this application for reasons relating to imminent business failure. (a)(11) Identification of any separately filed waiver requests being sought in conjunction with this transaction: The applicants seek no separately filed waiver requests in conjunction with this transaction. (a)(12) Statement showing how grant of the Application will serve the public interest, convenience and necessity: A demonstration of how the grant of Application serves the public interest, convenience and necessity is set forth in Section I above. 5 4841-5454-5970 v3


Document Created: 2017-04-04 16:42:50
Document Modified: 2017-04-04 16:42:50
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC