Wright Petitioners A

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

Wright Petitioners August 3 Ex Parte Presentation

2017-08-03

This document pretains to ITC-T/C-20170511-00095 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017051100095_1256728

Lee G. Petro 202-230-5857 Direct 202-842-8465 Fax Lee.Petro@dbr.com Law Offices 1500 K Street N. W. August 3, 2017 Suite 1100 Washington, D.C. By ECFS 20005-1209 Marlene H. Dortch, Secretary (202) 842-8800 Federal Communications Commission (202) 842-8465 fax www.drinkerbiddle.com 445 12th Street, S.W. Washington, DC 20554 CALIFORNIA DELAWARE RE: Ex Parte Submission ILLINOIS WC Docket No. 17-126 NEW JERSEY NEW YORK ITC-T/C-20170511-00094, ITC-T/C-20170511-00095 PENNSYLVANIA WASHINGTON D.C. Dear Ms. Dortch: 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 (the “Transaction”). Specifically, attached hereto as Exhibit A is a copy of the August 2, 2017 order by the Regulatory Commission of Alaska taking two actions: 1. granting confidential treatment of financial information submitted in its June 14, 2017, application, and 2. establishing a timeline for issuing a decision on the Transaction. This Order raises additional serious concerns that Securus had not obtained “all necessary State/PSC/PUC approvals” when it met with the FCC on July 27, 2017. 1 Previously, the Wright Petitioners submitted a Scoping Memo and Ruling of Assigned Commissioner from the California Public Utilities Commission Docket #A.17-05-011 regarding the pending Transaction, in which Securus was advised – on July 20, 2017 - that “the August 1, 2017 target completion date for the transfer of control was not possible.” 2 1 See Ex Parte Presentation, July 31, 2017, pg. 5 (https://www.fcc.gov/ ecfs/filing/10731024012148). Established 1849 2 See Ex Parte Presentation, July 31, 2017, Exhibit A (https://www.fcc.gov/ecfs/ filing/107312104209329).

Marlene H. Dortch, Secretary August 3, 2017 Page 2 The Alaska Order is additional evidence that the representations made to the Commission on July 27, 2017 was not accurate. As of August 2, 2017, neither California nor Alaska, two states in which Securus provides inmate communications services, had approved the transaction. It is well established that the Commission requires all parties coming before it to act with full candor. As expressed in Lefore Broadcasting Company, Inc., this requirement is essential: Ever since the Supreme Court's decision in Federal Communications Commission v. WOKO, Inc., it has been clear that the Commission may refuse to renew a license where there has been willful and knowing misrepresentation or lack of candor in dealing with the Commission. Because effective regulation is premised upon the agency's ability to depend upon the representations made to it by its licensees, "[t]he fact of concealment [is] more significant than the facts concealed." 3 Clearly, Securus was aware that it had not received approval from the California Public Utilities Commission on July 27, 2017, since it had previously participated in a pre-hearing conference call just seven days earlier wherein it was advised that a closing date of August 1, 2017 was not possible. The additional evidence that Securus had not received approval from the Regulatory Commission of Alaska on July 27, 2017, only adds to the serious concerns that Securus provided misleading information to the Commission on July 27th. Until the Commission receives a public explanation as to why it was provided incorrect information, the public interest, convenience and necessity demands that the Transaction must not be approved. Should there be any questions regarding this submission, please contact undersigned counsel. Respectfully submitted, Lee G. Petro Counsel for the Wright Petitioners 3 See Leflore Broadcasting Co. Inc. v. FCC, 636 F.2d 454, 461 (D.C. Cir. 1980), citing FCC v. WOKO, Inc., 329 U.S. 223 (1946).

Marlene H. Dortch, Secretary August 3, 2017 Page 3 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 Nicholas Degani, 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

1 STATE OF ALASKA 2 THE REGULATORY COMMISSION OF ALASKA 3 4 Before Commissioners: Stephen McAlpine, Chairman Rebecca L. Pauli 5 Robert M. Pickett Norman Rokeberg 6 Janis W. Wilson 7 In the Matter of the Application Filed by SCRS ) Acquisition Corporation to Acquire a Controlling ) U-17-040 8 Interest in SECURUS TECHNOLOGIES, INC. ) Holder of Certificate of Public Convenience and ) ORDER NO. 2 9 Necessity Nos. 461 and 758 from Securus ) Investment Holdings, LLC ) 10 ) 11 ORDER GRANTING PETITION FOR CONFIDENTIAL TREATMENT AND ESTABLISHING TIMELINE FOR DECISION 12 13 BY THE COMMISSION: 14 Summary 15 We grant the petition for confidential treatment and address the timeline for (907) 276-6222; TTY (907) 276-4533 a decision in this proceeding. Regulatory Commission of Alaska 16 701 West Eighth Avenue, Suite 300 17 Background Anchorage, Alaska 99501 18 SCRS Acquisition Corporation (SCRS), Securus Investment Holdings, LLC 19 (SIH), and Securus Technologies, Inc. (STI) (collectively, Applicants) jointly filed an 20 application requesting approval for SCRS to acquire an indirect controlling interest in STI, 21 from SIH.1 Applicants also filed a petition for confidential treatment of certain 22 competitively sensitive financial information.2 We issued public notice of the joint 23 1Application for Authority to Acquire an Indirect Controlling Interest in Securus Technologies, Inc., filed June 14, 2017. The Applicants state that the transaction involves 24 only a change in indirect ownership of STI, the holder of Certificates of Public Convenience and Necessity Nos. 461 and 758, and that it will essentially be transparent 25 to STI’s customers. Id. at 1-2. 2Petition for Confidential Treatment, filed June 14, 2017 (Petition). 26 U-17-040(2) - (08/02/2017) Page 1 of 5

1 application and the petition for confidential treatment on June 15, 2017, with comments 2 due by July 7, 2017. We received no comments. 3 Discussion 4 Petition for Confidential Treatment 5 Records filed with us are presumed to be public under AS 42.05.671(a) and 6 3 AAC 48.040(a). The commission makes exceptions for certain categories of 7 documents including records classified as confidential for “good cause” under 8 3 AAC 48.045. A party seeking confidential treatment must demonstrate the need for 9 confidential status according to the standard set out in 3 AAC 48.045(b).3 This standard 10 requires that we balance the interests of the party seeking confidentiality with the public 11 interest in disclosure. The Applicants request that we classify the financial information 12 for Platinum Equity Capital Partners IV, L.P. (PECP IV) as confidential under 13 3 AAC 48.045.4 14 We require that a statement of financial condition be filed in support of an 15 application to acquire an indirect controlling interest in a certificated utility. 5 The (907) 276-6222; TTY (907) 276-4533 Applicants state that SCRS and its ultimate parent, SCRS Holding Corporation, are newly Regulatory Commission of Alaska 16 701 West Eighth Avenue, Suite 300 17 formed entities created for the purposes of the transaction and that they do not have Anchorage, Alaska 99501 18 historical financial statements.6 In support of the joint application, Applicants submitted 19 33AAC 48.045(b) provides: 20 Good cause to classify a record as confidential under this section includes a showing that 21 (1) disclosure of the record to the public might competitively or financially disadvantage or harm the person with confidentiality interest or might 22 reveal a trade secret; and 23 (2) the need for confidentiality outweighs the public interest in disclosure. 4Petition at 2. 24 5APUC Form X107 at 4. 25 6Petition at 2. 26 U-17-040(2) - (08/02/2017) Page 2 of 5

1 financial information for PECP IV, a private-investment fund limited partnership, that is 2 the majority owner of SCRS Holdings Corporation.7 3 The Applicants state that the information for which they request confidential 4 treatment: 5 includes competitively sensitive financial and investment information from PECP IV, its general partner, and its limited partners and contains confidential 6 trade secrets including non-public, proprietary valuation, investments, divestitures, distributions, operations, assets, liabilities and capital accounts 7 which should not be disclosed to parties outside the Commission and Commission staff. The Information is competitively sensitive because it reveals 8 private, confidential financial information underlying PECP IV performance, investment strategy and capital account balances of its limited partners. 8 9 10 The Applicants further state that the information is from a privately-held 11 company and that PECP IV, its general partner, and its limited partners do not routinely 12 make this information available to either the public or to regulatory authorities without 13 confidential classification by the regulatory entity. 9 14 The Applicants assert that there is no need for public access to the 15 information because the certificate holder, STI: (907) 276-6222; TTY (907) 276-4533 Regulatory Commission of Alaska 16 has a demonstrated record of technical, financial and managerial competence 701 West Eighth Avenue, Suite 300 to continue to provide the same, authorized services that it has been providing 17 in the State of Alaska for over twenty years. Further, STI has provided, in the Anchorage, Alaska 99501 public record, as Exhibit C to the Application, the 2016 Consolidated Financial 18 Report for Securus Technologies Holdings, Inc. and Subsidiaries (including STI). Accordingly, the public remains fully informed regarding the financial 19 capability of STI, the certificate holder herein, and its corporate parent. Given the competitive and financial harm that could occur if the PECP IV Information 20 was disclosed, Applicants submit that the need for confidentiality of the Information far outweighs the de minimus public interest in disclosure.10 21 22 7Petition at 2. The Applicants state that they are providing “highly confidential 23 materials and financial information” for PECP IV. Id. 8Petition at 3. 24 9Petition at 4. 25 10Petition at 4. 26 U-17-040(2) - (08/02/2017) Page 3 of 5

1 Finally, the Applicants note that we have previously granted similar requests 2 for confidential treatment involving the acquisition of an indirect controlling interest in STI 3 by other private investment limited partnerships.11 In those orders (Order U-11-065(1) 4 and Order U-13-016(1)), we stated: 5 We generally deny requests for confidential treatment of highly aggregated and historical financial information. However, we have granted confidential 6 status to the financial statements of private investment firms owning five percent or more of a certificated utility, observing that public disclosure of the 7 information was not necessary to enable us to assess the ability of the principal owners to provide the necessary financial support to the utility (footnotes 8 omitted).12 9 In this proceeding, we find that disclosure of PECP IV’s financial statements 10 may competitively or financially disadvantage PECP IV. We further find that the potential 11 competitive harm to PECP IV by disclosure of the financial information outweighs the 12 public interest in disclosure. We therefore find that the need for confidentiality outweighs 13 the public interest in disclosure of the financial information of PECP IV. Accordingly, good 14 cause exists to classify the information as confidential. We grant the petition for 15 confidential treatment of the financial information of PECP IV. (907) 276-6222; TTY (907) 276-4533 Decision Timeline Regulatory Commission of Alaska 16 701 West Eighth Avenue, Suite 300 17 The commission is required under AS 42.05.175(a)(4) to issue a final order Anchorage, Alaska 99501 18 not later than 180 days after a complete application is filed to acquire a controlling interest 19 in a certificated public utility. We reviewed the joint application under 3 AAC 48.648. We 20 11Petition at 2, 4-5. Applicants reference the orders granting confidential treatment 21 of financial information for private investment partnerships in Dockets U-11-065 and U-13-016. See Petition at 2 n.1 (citing Order U-13-016(1), Order Granting Petition for 22 Confidential Treatment, Granting Motion for Waiver, Granting Request for Expedited Consideration, Addressing Statutory Timeline, Designating Commission Panel, and 23 Appointing Administrative Law Judge, dated May 22, 2013 (Order U-13-016), and Order U-11-065(1), Order Granting Petition for Confidential Treatment, Granting Motion for 24 Waiver, Granting Request for Expedited Consideration, Addressing Statutory Timeline, Designating Commission Panel, and Appointing Administrative Law Judge, dated July 13, 25 2011 (Order U-11-065(1)); Petition at 5 n.2 (citing Order U-13-016(1)). 12Order U-11-065(1) at 4; Order U-13-016 at 3-4. 26 U-17-040(2) - (08/02/2017) Page 4 of 5

1 did not reject the joint application within 15 business days after it was filed under 2 3 AAC 48.648(b)(1). However, the Applicants filed a petition for confidential treatment. 3 Under 3 AAC 48.648(d)(1), an application accompanied by a petition for confidential 4 treatment is complete on the date the application is filed if the confidentiality petition is 5 granted and all other filing requirements are met. 6 In this order, we grant the petition for confidential treatment. All other filing 7 requirements have been met. Therefore, the joint application was complete as filed on 8 June 14, 2017. Accordingly, we will issue a final order in this proceeding no later than 9 December 11, 2017. 10 ORDER 11 THE COMMISSION FURTHER ORDERS that the Petition for Confidential Treatment filed 12 June 14, 2017, by SCRS Acquisition Corporation, Securus Investment Holdings, LLC, 13 and Securus Technologies, Inc. is granted. 14 DATED AND EFFECTIVE at Anchorage, Alaska, this 2nd day of August, 2017. 15 BY DIRECTION OF THE COMMISSION (Commissioners Robert M. Pickett and Janis W. Wilson, not participating.) (907) 276-6222; TTY (907) 276-4533 Regulatory Commission of Alaska 16 701 West Eighth Avenue, Suite 300 17 Anchorage, Alaska 99501 18 19 (SEAL) 20 21 22 23 24 25 26 U-17-040(2) - (08/02/2017) Page 5 of 5


Document Created: 2017-08-03 10:53:33
Document Modified: 2017-08-03 10:53:33
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