Wright Petitioners J

Ex PARTE PRESENTATION NOTIFICATION LETTER submitted by c/o Drinker Biddle & Reath, LLP

Wright Petitioners July 31st Ex Parte Presentation

2017-07-31

This document pretains to ITC-T/C-20170511-00094 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017051100094_1255658

Lee G. Petro 202-230-5857 Direct 202-842-8465 Fax Lee.Petro@dbr.com Law Offices July 31, 2017 1500 K Street N. W. Suite 1100 By ECFS Washington, D.C. Marlene H. Dortch, Secretary 20005-1209 Federal Communications Commission (202) 842-8800 445 12th Street, S.W. (202) 842-8465 fax www.drinkerbiddle.com Washington, DC 20554 CALIFORNIA RE: Ex Parte Submission DELAWARE WC Docket No. 17-126 ILLINOIS ITC-T/C-20170511-00094, ITC-T/C-20170511-00095 NEW JERSEY NEW YORK Dear Ms. Dortch: PENNSYLVANIA WASHINGTON D.C. WISCONSIN The Wright Petitioners, by and through their counsel, and pursuant to Section 1.1206(b) of the Commission's rules, hereby submit this Ex Parte Presentation regarding the above-referenced transfer of control applications. Attached hereto as Exhibit A is a Scoping Memo and Ruling of Assigned Commissioner (the "Memo") filed today in the Public Utilities Commission of the State of California Docket 17-05-011. According to the Memo, the State of California has not yet approved the transfer of control application, and would not be able to do so any time before August 10th at the earliest. Specifically, the Administrative Law Judge notified the parties during a hearing on July 20, 2017, that "the August 1, 2017 target completion date for the transfer of control was not possible." Furthermore, the parties were cautioned that Section 854 of the California Public Utilities Code authorizes the "imposition of penalties and nullifying the transfer of control if they do not wait for Commission approval before completing the transaction." 1 Thus, any urgency that Securus and Platinum Equity may have expressed to the Commission to obtain approval, and close the transaction, by August 1, 2017, should be balanced against the fact that the State of California, in which Securus serves 65 facilities, 2 has yet to approve the transaction, and views it as impossible to close by August 1, 2017. 1 Memo, pg. 3. Established 1849 2 See Exhibit B (securustech.net/call-rate-calculator, last visited July 31, 2017).

Marlene H. Dortch, Secretary July 31, 2017 Page 2 In reviewing the ex parte notices submitted by Securus and Platinum Equity since the July 20, 2017 hearing, it does not appear that Securus had disclosed that an August 1, 2017 closing date "was not possible." Should you have any questions regarding these matters, please contact undersigned counsel. Respectfully submitted, Lee G. Petro Counsel for the Wright Petitioners cc (by/email): Chairman Ajit Pai Commissioner Mignon Clyburn Commissioner Michael O’Rielly Brendan Carr, General Counsel Kris Monteith, Chief, Wireline Competition Bureau Tom Sullivan, Chief, International Bureau Rosemary Harold, Chief, Enforcement Bureau Kristine Fargostein, Office of Chairman Pai Jay Schwarz, Office of Chairman Pai Jim Bird, Office of General Counsel Madeline Findley, Wireline Competition Bureau Daniel Kahn, Wireline Competition Bureau Jodie May, Wireline Competition Bureau Sherwin Siy, Wireline Competition Bureau Tracey Wilson, Wireline Competition Bureau David Krech, International Bureau Richard Hindman, Enforcement Bureau Sumita Mukhoty, International Bureau Paul C. Besozzi, Counsel for Transferor and Licensees William B. Wilhelm, Jr., Counsel for the Transferee

EXHIBIT A

LR1/ek4 7/31/2017 FILED 7-31-17 09:15 AM BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA In the Matter of the Joint Application of SCRS ACQUISITION CORPORATION, SECURUS INVESTMENT HOLDINGS, LLC, and SECURUS Application 17-05-011 TECHNOLOGIES, INC. (U6888C) for Approval to Transfer Indirect Control of Securus Technologies, Inc. SCOPING MEMO AND RULING OF ASSIGNED COMMISSIONER Summary Pursuant to Rule 7.3 of the Commission’s Rules of Practice and Procedure (Rules),1 this Scoping Memo and Ruling sets forth the procedural schedule, and addresses the scope of this proceeding as well as other procedural matters, following the prehearing conference held on July 20, 2017. 2. Background SCRS Acquisition Corporation (SCRS), Securus Investment Holdings, LLC (SIH) and Securus Technologies, Inc. (STI) (together, the “Joint Applicants”) are seeking authorization, pursuant to Public Utilities Code Section 854,2 to transfer indirect control of STI to SCRS. Section 854 requires that the Commission review a proposed transaction, before it takes place, in order to assure that it is in the public interest. 1 All references to Rules are to the Commission’s Rules of Practice and Procedure, which are available on the Commission’s website at: http://docs.cpuc.ca.gov/word_pdf/RULES_PRAC/70731.pdf. 2 All Code references are to the Public Utilities Code, unless otherwise stated. 192678608 -1-

A.17-05-011 PM6/ek4 The Commission granted STI a certification of public convenience and necessity (CPCN) to operate as a nondominant interexchange carrier and to provide resold interLATA and intraLATA telecommunications services in Decision (D) 04-05-049.3 STI offers prepaid calling cards to inmates in correctional facilities. In D.13-10-004 dated October 3, 2013, the Commission approved SIH’s acquisition of control of STI, which was requested to provide STI with refinancing of current indebtedness and improved access to capital. The 2013 acquisition by SIH caused no change to STI’s rates, operations or conditions of service. This application seeks authorization for SCRS to acquire 100% of the stock of Connect Acquisition Corp. (Connect),4 which will result in SCRS having indirect control of STI. The indirect transfer of control will not result in any modifications to STI’s existing price lists or customer contracts and STI customers will receive the same rates, terms and conditions that currently apply.5 The Joint Applicants filed their application under Section 854 on May 16, 2017. Notice of the application appeared in the daily calendar on May 18, 2017. There were no protests or objections filed to the Application. 3 See D.04-05-049, in which the Commission authorized STI, then operating under the name, Evercom Systems, Inc., to provide resold interLATA and intraLATA services in California. According to its application, STI notified the Commission of its name change by advice letter filed on September 21, 2010. 4See D.11-12-041, in which the Commission authorized transfer of control of STI to Castle Harlan Partners V, L.P. (Castle) in 2011. Through the 2011 transaction, Connect (94% owned by Castle), acquired 100% of the stock of Securus Holdings, Inc. 5 Application at 10. -2-

A.17-05-011 PM6/ek4 3. Prehearing Conference (PHC) A telephonic prehearing conference (PHC) was held on July 20, 2017 with participation by outside counsel for SCRS,6 outside counsel for SIH and STI,7 and STI’s general counsel. During the PHC, the ALJ informed the Joint Applicants that the August 1, 2017 target completion date for the transfer of control8 was not possible, because the next Commission meeting is August 10, 2017.9 The Joint Applicants indicated that they are seeking expedited processing of the application because they will be charged approximately $75,000 per day after August 1 that the transaction is not completed. Joint Applicants estimate that fees will approach $1.5 million if the transaction cannot close until August 31, 2017. When asked why they had waited so long to file the application, the Joint Applicants explained that they had assembled the application and mailed it as quickly as possible after April 29, 2017, the date when they reached agreement on the stock purchase transaction. The judge nevertheless cautioned the Joint Applicants that Section 854 permits imposition of penalties and nullifying the transfer of control if they do not wait for Commission approval before completing the transaction. 6 Douglas D. Orvis of Morgan Lewis & Bockius LLP. 7Paul Bessozzi of Squire Patton, Boggs and Megan Somogyi of Goodin, MacBride, Squeri & Day, LLP. 8 Application at 2. 9 The application was filed May 16, 2017. Rule 2.6(a) requires a 30 day period from May 18, 2017 for protests, responses or replies, i.e., until June 15, 2017. To place the matter on the August 10, 2017 Commission agenda, the proposed decision would have needed to be completed by July 24, 2017, only a month after the protest period ended. -3-

A.17-05-011 PM6/ek4 4. Scope of the Proceeding Based on the Application, exhibits, and the parties’ discussions during the PHC, the issues to be addressed in this proceeding are: 1. Whether Joint Applicants have provided financial documents which demonstrate that SCRS meets the Commission’s financial requirements for the issuance of a CPCN authorizing the provision of resold interexchange services. 2. Whether the Joint Applicants have demonstrated that SCRS has sufficient technical expertise in telecommunications or a related business. 3. Whether SCRS satisfies the Commission’s requirements for regulatory disclosures and § 17000 et seq. of the California Business and Professions Code. 4. Whether the transaction described herein is exempt from review under the California Environmental Quality Act (CEQA) because it will not have any significant impact on the environment. 5. Need for Evidentiary Hearing At this time, there appear to be no contested issues of material fact requiring evidentiary hearing. 6. Category of Proceeding/Ex Parte Requirements The category of the proceeding is ratesetting, as preliminarily determined by the Commission in Resolution ALJ 176-3398. Ex parte communications are restricted and subject to reporting requirements pursuant to Rule 8.1 et seq. The preliminary determination was that there is need for hearing, however, as discussed above, there will not be need for hearing unless contested issues of material fact arise. -4-

A.17-05-011 PM6/ek4 7. Schedule This matter will stand submitted the date that this Scoping Memorandum is filed. The proposed decision shall be mailed no later than 90 days from the date of submission. If the proposed decision grants the uncontested requested relief, public review and comment shall be waived pursuant to Rule 14.6(c)(2). 8. Filing, Service and Service List The official service list has been created and is on the Commission’s website. Parties should confirm that their information on the service list is correct, and serve notice of any errors on the Commission’s Process office, the service list, and the ALJ. Persons may become a party pursuant to Rule 1.4. When serving any document, each party must ensure that it is using the current official service list on the Commission’s website. This proceeding will follow the electronic service protocols in Rule 1.10, which are set forth in Section 8. All parties to this proceeding shall serve documents and pleadings using electronic mail, whenever possible, transmitted no later than 5:00 p.m., on the date scheduled for service to occur. Parties are reminded, when serving copies of documents, the document format must be consistent with the requirements set forth in Rules 1.5 and 1.6. Additionally, Rule 1.10 requires service on the ALJ of both an electronic and a paper copy of filed or served documents. Rules 1.9 and 1.10 govern service of documents only and do not change the Rules regarding the tendering of documents for filing. Parties can find information about electronic filing of documents at the Commission’s Docket Office at www.cpuc.ca.gov/PUC/efiling. All documents formally filed with the Commission’s Docket Office must include the caption approved by the Docket Office and this caption must be accurate. -5-

A.17-05-011 PM6/ek4 Persons who are not parties but wish to receive electronic service of documents filed in the proceeding may contact the Process Office at process_office@cpuc.ca.gov to request addition to the “Information Only” category of the official service list pursuant to Rule 1.9(f). Discovery may be conducted by the parties consistent with Article 10 of the Commission’s Rules. Any party issuing or responding to a discovery request shall serve a copy of the request or response simultaneously on all parties. Electronic service under Rule 1.10 is sufficient, except Rule 1.10 does not apply to the service of discovery and discovery shall not be served on the ALJ. Deadlines for responses may be determined by the parties. Motions to compel or limit discovery shall comply with Rule 11.3. 9. Electronic Submission and Format of Supporting Documents The Commission’s web site now allows electronic submittal of supporting documents (such as testimony and work papers). Parties shall submit their testimony or work papers in this proceeding through the Commission’s electronic filing system.10 Parties must adhere to the following: x The Instructions for Using the “Supporting Documents” Feature, (http://docs.cpuc.ca.gov/SearchRes.aspx? docformat=ALL&DocID=158653546) and x The Naming Convention for Electronic Submission of Supporting Documents, 10 These instructions are for submitting supporting documents such as testimony and work papers in formal proceedings through the Commission’s electronic filing system. Parties must follow all other rules regarding serving testimony. Any document that needs to be formally filed such as motions, briefs, comments, etc., should be submitted using Tabs 1 through 4 in the electronic filing screen. -6-

A.17-05-011 PM6/ek4 (http://docs.cpuc.ca.gov/SearchRes.aspx?docformat=ALL &DocID=100902765). x The Supporting Document feature does not change or replace the Commission’s Rules of Practice and Procedure. Parties must continue to adhere to all rules and guidelines in the Commission’s Rules of Practice and Procedures including but not limited to rules for participating in a formal proceeding, filing and serving formal documents and rules for written and oral communications with Commissioners and advisors (i.e. “ex parte communications”) or other matters related to a proceeding. x The Supporting Document feature is intended to be solely for the purpose of parties submitting electronic public copies of testimony, work papers and workshop reports (unless instructed otherwise by the ALJ), and does not replace the requirement to serve documents to other parties in a proceeding. x Unauthorized or improper use of the Supporting Document feature will result in the removal of the submitted document by the Commission. x Supporting Documents should not be construed as the formal files of the proceeding. The documents submitted through the Supporting Document feature are for information only and are not part of the formal file (i.e. “record”) unless accepted into the record by the ALJ. All documents submitted through the “Supporting Documents” Feature shall be in PDF/A format. The reasons for requiring PDF/A format are: x Security – PDF/A prohibits the use of programming or links to external executable files. Therefore, it does not allow malicious codes in the document. x Retention – The Commission is required by Resolution L-204, dated September 20, 1978, to retain documents in formal proceedings for 30 years. PDF/A is an independent standard and the Commission staff -7-

A.17-05-011 PM6/ek4 anticipates that programs will remain available in 30 years to read PDF/A. x Accessibility – PDF/A requires text behind the PDF graphics so the files can be read by devices designed for those with limited sight. PDF/A is also searchable. Until further notice, the “Supporting Documents” do not appear on the “Docket Card.” In order to find the supporting documents that are submitted electronically, go to: x Online documents, choose: “E-filed Documents, ” x Select “Supporting Document” as the document type, (do not choose testimony), x Type in the proceeding number and hit search. Please refer all technical questions regarding submitting supporting documents to: x Kale Williams (kale.williams@cpuc.ca.gov) (415) 703- 3251 and x Ryan Cayabyab (ryan.cayabyab@cpuc.ca.gov) (415) 703-5999 10. Public Advisor Any person interested in participating in this proceeding who is unfamiliar with the Commission’s procedures or who has questions about the electronic filing procedures is encouraged to obtain more information at http://consumers.cpuc.ca.gov/pao or contact the commission’s Public Advisor at 866-849-8390 or 415-703-2074 or 866-836-7825 (TTY), or send an e-mail to public.advisor@cpuc.ca.gov. -8-

A.17-05-011 PM6/ek4 11. Assignment of Proceeding Liane M. Randolph is the assigned commissioner and, pursuant to Rule 13.2(a), Patricia Miles is the assigned Administrative Law Judge and Presiding Officer in the proceeding. IT IS RULED that: 1. The scope, issues, and schedule are as set forth in the body of this ruling unless amended by a subsequent ruling or order of the Presiding Officer. 2. Pursuant to Rule 13.2(a) of the Rules of Practice and Procedure (Rules), Administrative Law Judge Patricia Miles is the Presiding Officer. 3. Ex Parte Communications are prohibited in ratesetting proceedings, except as allowed by Rules 8.1 et seq. 4. This is a ratesetting proceeding. The preliminary determination that there is need for evidentiary hearings is changed at this time to reflect that there is no need for evidentiary hearing. This ruling as to category is appealable pursuant to Rule 7.6. The Presiding Officer may determine that there is need for hearing should contested issues of material fact later arise. Dated July 31, 2017 at San Francisco, California. /s/ LIANE M. RANDOLPH Liane M. Randolph Assigned Commissioner -9-

EXHIBIT B 1. AMADOR COUNTY JAIL 2. BUTTE COUNTY JAIL 3. BUTTE COUNTY JUVENILE HALL 4. CALAVERAS COUNTY SHERIFF\'S OFFICE 5. DEL NORTE COUNTY SHERIFF\'S OFFICE 6. FRESNO COUNTY JUVENILE JUSTICE CENTER 7. HEMET CITY POLICE DEPT 8. INYO COUNTY JAIL 9. KERN COUNTY - LERDO MAX/MED FACILITY 10. KERN COUNTY - LERDO MINIMUM FACILITY & INMATE SERVICES SECTION 11. KERN COUNTY - LERDO PRE-TRIAL FACILITY 12. KERN COUNTY - SHERIFF\'S MOJAVE SUBSTATION 13. KERN COUNTY - SHERIFF\'S OFFICE CENTRAL RECEIVING FACILITY 14. KERN COUNTY - SHERIFF\'S RIDGECREST SUBSTATION 15. LASSEN COUNTY JAIL 16. LASSEN COUNTY JUVENILE DETENTION CENTER 17. LOMPOC CITY JAIL 18. MADERA COUNTY DOC 19. MODOC COUNTY JAIL 20. MONO COUNTY MAMMOTH LAKES COURTHOUSE 21. MONO COUNTY SHERIFFS DEPT 22. NAPA COUNTY DOC 23. NAPA COUNTY JUVENILE PROBATION 24. RIVERSIDE COUNTY - BLYTHE JAIL 25. RIVERSIDE COUNTY - INDIO JAIL 26. RIVERSIDE COUNTY - LARRY D SMITH CORRECTIONS 27. RIVERSIDE COUNTY - REGIONAL MEDICAL CENTER 28. RIVERSIDE COUNTY - ROBERT PRESLEY DETENTION CENTER 29. RIVERSIDE COUNTY - SOUTHWEST DETENTION CENTER 30. SAN BENITO COUNTY JUVENILE DEPT 31. SAN BERNARDINO COUNTY - BARSTOW STATION JAIL 32. SAN BERNARDINO COUNTY - BIG BEAR STATION JAIL 33. SAN BERNARDINO COUNTY - CENTRAL DETENTION FACILITY 34. SAN BERNARDINO COUNTY - COLORADO RIVER JAIL 35. SAN BERNARDINO COUNTY - FOOTHILL PRETRIAL 36. SAN BERNARDINO COUNTY - GLEN HELEN REHABILIATATION CENTER 37. SAN BERNARDINO COUNTY - HIGH DESERT DETENTION FACILTY 38. SAN BERNARDINO COUNTY - MORONGO BASIN STATION JAIL 39. SAN BERNARDINO COUNTY - SB COURT HOLDING 40. SAN BERNARDINO COUNTY - VICTOR VALLEY

41. SAN BERNARDINO COUNTY WEST VALLEY DETENTION CENTER 42. SAN DIEGO - LAS COLINAS DET RE FAC - ATTORNEY 43. SAN DIEGO COUNTY - CAMP BARRETT 44. SAN DIEGO COUNTY - CENTRAL JAIL 45. SAN DIEGO COUNTY - E MESA JUVENILE DETENTION FACILITY 46. SAN DIEGO COUNTY - FACILITY 8 47. SAN DIEGO COUNTY - GEORGE BAILEY DETENTION FACILITY 48. SAN DIEGO COUNTY - GIRLS REHAB FACILITY 49. SAN DIEGO COUNTY - KEARNY MESA JUVENILE DETENTION FACILITY 50. SAN DIEGO COUNTY - LAS COLINAS DETENTION & RE-ENTRY FACILITY 51. SAN DIEGO COUNTY - S BAY DETENTION FACILITY 52. SAN DIEGO COUNTY - VIRTUAL FACILITY 53. SAN DIEGO COUNTY - VISTA DETENTION FACILITY 54. SAN DIEGO EAST MESA DET FACILITY 55. SAN JOAQUIN COUNTY JAIL 56. SAN JOAQUIN COUNTY JAIL - BOOKING 57. SAN MATEO COUNTY - MAGUIRE CORRECTIONAL FACILITY 58. SAN MATEO COUNTY - MAPLE STREET CORRECTIONAL CENTER 59. SAN MATEO COUNTY YOUTH SERVICES CENTER 60. SANTA CRUZ COUNTY JUVENILE HALL 61. SEAL BEACH POLICE DEPT 62. SUTTER COUNTY SHERIFF\'S DEPT 63. TRINITY COUNTY PROBATION 64. TRINITY COUNTY SHERIFF 65. YUBA SUTTER JUVENILE HALL


Document Created: 2017-07-31 18:25:54
Document Modified: 2017-07-31 18:25:54
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