Attachment Transfer Application

This document pretains to ITC-T/C-20170612-00113 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017061200113_1236980

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of the Joint Application of ) ) ) GORES AC HOLDINGS, LLC, Transferor ) ALPHEUS COMMUNICATIONS, LLC, Licensee ) ALPHEUS DATA SERVICES, L.L.C., Licensee ) WC Docket No. 17-_______ ) and ) ) LOGIX ACQUISITION COMPANY, LLC, Transferee ) ) IB File No. ITC-T/C- For Grant of Authority pursuant to Section 214 of the ) 2017________ Communications Act of 1934, as amended, to Transfer ) Indirect Control of Domestic and International Section ) 214 Authorization Holders to LOGIX Acquisition Com- ) pany, LLC ) ) ) ) JOINT APPLICATION Pursuant to Section 214 of the Communications Act of 1934, as amended (“the Act”),1 and Sections 63.04, 63.18 and 63.24 of the Federal Communications Commission’s (“FCC” or “Commission”) rules,2 LOGIX Acquisition Company, LLC (“LAC” or “Transferee”), Gores AC Holdings, LLC (“Gores AC” or “Transferor”), Alpheus Communications, LLC (“Alpheus Communications”) and Alpheus Data Services, L.L.C. (“ADS”), (Alpheus Communications and ADS, together, the “Licensees” and collectively with LAC and Gores AC, the “Applicants”) respectfully submit this application to request Commission approval for the indirect transfer of 1 47 U.S.C. § 214. 2 47 C.F.R. §§ 63.04, 63.18 and 63.24.

control of Licensees to LAC. Licensees hold domestic and/or international Section 214 authori- zations. LAC will acquire control of Alpheus Communications and ADS by indirectly acquiring all of the equity interest in Alpheus Holdings, LLC, (“Alpheus Parent”) an intermediate holding company that directly or indirectly controls Licensees, pursuant to a Membership Interest Purchase Agreement by and among Alpheus Parent, Gores AC and Logix Holding Company (“HoldCo”, a wholly-owned subsidiary of LAC) dated May 26, 2017 (the “Agreement”). The proposed transaction will result in a change in the ultimate control of the Licensees, although no assignment of authorizations, assets, or customers will occur as an immediate consequence of the proposed transaction. Immediately upon closing, Licensees will continue to provide service to their existing customers pursuant to their authorizations under the same rates, terms and condi- tions as they currently do. Accordingly, these transactions will be transparent to the customers of Licensees.3 Pursuant to Section 63.04(b) of the Commission’s rules, 47 C.F.R. § 63.04(b), the Appli- cants are filing a combined application for the proposed transfer of control of Licensees, includ- ing domestic and international authorizations. The Applicants provide below the information required by Sections 63.24(e)(2) and 63.04(a)(6) through (a)(12) of the Commission’s Rules, 47 C.F.R. §§ 63.24(e)(2), 63.04(a)(6)-(12). In support of this Application, Applicants provide the following information: I. DESCRIPTION OF THE APPLICANTS A. Transferee – LOGIX Acquisition Company, LLC LAC is a Delaware limited liability company. LAC was formed for the purpose of indi- rectly owning and acquiring Logix Communications, LP (“Logix Communications”), a transac- 3 See Public Interest Statement, infra Section IV. 2

tion approved by the Commission in May 2016.4 LAC provides no telecommunications services itself and holds no FCC authorizations. B. Transferor – Gores AC Holdings, LLC Gores AC is a Delaware limited liability company with its principal office located at 9800 Wilshire Blvd, Beverly Hills, California 90212. Gores AC is ultimately managed by The Gores Group, LLC ("The Gores Group") and its manager, Alec E. Gores. The Gores Group is a private investment firm whose investment focus includes opportunities in the technology and telecommunications sectors. The Gores Group has investment and oversight authority for the entities it manages, including Gores AC. C. Licensees – Alpheus Communications, LLC and Alpheus Data Services, LLC Alpheus Communications, a Delaware limited liability company, and ADS, also a Del- aware limited liability company and wholly-owned direct subsidiary of Alpheus Communica- tions, have their principal place of business located at 1301 Fannin St., 20th Floor, Houston, TX 77002. Together, Alpheus Communications and ADS are providers of telecommunications and data center services for enterprises and carriers throughout Texas. Alpheus has approximately 2,800 route miles of intercity fiber backbone interconnecting Dallas, Austin, San Antonio and Houston as well as approximately 3,200 route miles of metro fiber within these markets reaching over 11,000 on-net or near-net enterprise buildings, data centers and telecommunication carrier facilities. Alpheus Communications delivers metro transport to end-user buildings, cell sites, car- rier hotels, microwave relay points, and Wi-Fi hotspots under its blanket domestic Section 214 4 See, e.g., IBFS File No. ITC-T/C-20151112-00261 (granted May 26, 2016). 3

authorization and international Section 214. ADS provides information and communications solutions for enterprises, including those in the healthcare, energy, banking, IT and legal fields, operating pursuant to Alpheus Communications’ international Section 214 license, under Section 63.21(h) of the Commission's Rules, as detailed through a notification filed with the FCC on June 8, 2007.5 Additional information on Licensees, including type of service provider, FCC registration numbers (“FRNs”) and the states in which Licensees’ services are provided is set forth in Sections III and IV. II. DESCRIPTION OF THE TRANSACTION (ANSWER TO QUESTION 13) Pursuant to the Agreement, HoldCo will acquire all of the outstanding equity interests in Alpheus Parent (the “Transaction”). As a result of the Transaction, Licensees will become indirect subsidiaries of LAC. For the Commission's convenience, pre- and post-transaction illustrative charts are provided as Exhibit A. Immediately following the consummation of the proposed transaction, Licensees will continue to offer service with no change in the name of the companies, or their rates, terms or conditions of service. Therefore, the transfer of control of Licensees will be seamless and virtual- ly transparent to customers of Licensees. If in the future LAC seeks to change the names of Licensees, it will do so in accordance with the Commission's requirements applicable to such changes. III. 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: 5 See Section III(d) infra. 4

(a) Name, address and telephone number of each Applicant: Transferee: LOGIX Acquisition Company LLC FRN: 0025038738 1725 I Street NW Suite 900 Washington, DC 20006 Transferor: Gores AC Holdings, LLC FRN: 0021183561 c/o The Gores Group, LLC 9800 Wilshire Boulevard Beverly Hills, CA 90212 Licensees: Alpheus Communications, LLC FRN: 0005004361 Alpheus Data Services, L.L.C. FRN: 0016137937 1301 Fannin St., 20th Floor Houston, TX 77002 (877) 257-4387 (b) Jurisdiction of Organizations: Transferee: LAC is a limited liability company formed under the laws of Delaware. Transferor: Gores AC is a limited liability company formed under the laws of Dela- ware. Licensees: Alpheus Communications and ADS are both limited liability companies formed under the laws of Delaware. (c) (Answer to Question 10) Correspondence concerning this Application should be sent to: 5

For Transferor and Licensees: For Transferee: Andrew D. Lipman Brian D. Weimer Joshua M. Bobeck W. Ray Rutngamlug Stephany Fan Douglas A. Svor MORGAN, LEWIS & BOCKIUS LLP SHEPPARD MULLIN RICHTER & HAMPTON 1111 Pennsylvania Avenue, NW LLP Washington, DC 20004-2541 2099 Pennsylvania Avenue, NW Tel: 202-739-3000 Suite 100 Fax: 202-739-3001 Washington, DC 20006-6801 andrew.lipman@morganlewis.com Tel: 202-747-1900 joshua.bobeck@morganlewis.com Fax: 202-747-1901 stephany.fan@morganlewis.com BWeimer@sheppardmullin.com RRutngamlug@sheppardmullin.com DSvor@sheppardmullin.com With a copy to: With a copy to: Richard Martin Matthew M. Murphy Patricia M. Hogue Vice President Alpheus Communications, LLC LOGIX Intermediate Holding Corporation 1301 Fannin St. 20th Floor 1725 I Street NW Suite 900 Houston, TX 77002 Washington, DC 20006 Rich.Martin@alpheus.net Murphy@astracapitalmgmt.com patti@alpheus.net (d) (Answer to Question 10 Continued) Section 214 Authorizations Transferee: LAC’s indirect subsidiary Logix Communications holds international Sec- tion 214 authority to provide global or limited global facilities-based and resale services granted in IB File No. ITC-214-19970409-00200 (Old File No. ITC-97-209). Logix Communications is also authorized to provide interstate service by virtue of blanket domestic Section 214 authority under 47 C.F.R. § 63.01. Transferor: Gores AC Holdings, LLC (FRN: 0021183561) is a holding company that provides no telecommunications services. Licensees: Each Licensee is authorized to provide interstate service by virtue of blanket domestic Section 214 authority. 47 C.F.R. § 63.01. Alpheus Communications, LLC (FRN: 6

0005004361), a direct wholly owned subsidiary of Alpheus Parent, holds international Section 214 authorization for global or limited global facilities-based and resale service, granted in IB File No. ITC-214-20070420-00148. Alpheus Data Services, L.L.C., (FRN: 0016137937), a direct wholly owned subsidiary of Alpheus Communications, LLC operates pursuant to this international Section 214 authority, consistent with 47 C.F.R. § 63.21(h). See Public Notice, DA No. 07-3505, released August 2, 2007. (h) (Answer to Questions 11 & 12) The Licensees are direct or indirect, wholly owned subsidiaries of Alpheus Parent. (See Exhibit A for a complete corporate structure.) Pre-Transaction Ownership of Alpheus Parent and Licensees: (1) The following entity owns a ten percent or greater direct equity interest, or controlling interest, in Alpheus Data Services, L.L.C.: Name: Alpheus Communications, LLC Address: 1301 Fannin St., 20th Floor Houston, TX 77002 Citizenship: U.S. Percentage Owned: 100% Principal Business: Telecommunications (2) The following entity owns a ten percent or greater direct equity interest, or controlling interest, in Alpheus Communications, LLC: Name: Alpheus Holdings, LLC Address: c/o The Gores Group, LLC 9800 Wilshire Boulevard Beverly Hills, CA 90212 Citizenship: U.S. Percentage Owned: 100% Principal Business: Holding Company (3) The following entity owns a ten percent or greater direct equity interest, or controlling interest, in Alpheus Holdings, LLC: Name: Gores AC Holdings, LLC Address: 9800 Wilshire Boulevard Beverly Hills, CA 90212 Citizenship: U.S. 7

Percentage Owned: 100% Principal Business: Holding Company (4) The following entity owns a ten percent or greater direct equity interest, or controlling interest, in Gores AC Holdings, LLC: Name: Gores Capital Partners III, LP Address: 9800 Wilshire Boulevard Beverly Hills, CA 90212 Citizenship: U.S. Ownership: 93.98% Principal Business: Investment Fund (5) The following entities own a ten percent or greater direct equity interest, or control- ling interest, in Gores Capital Partners III, LP: Name: Gores Capital Advisors III, LP Address: 9800 Wilshire Boulevard Beverly Hills, CA 90212 Citizenship: U.S. Ownership: General Partner Principal Business: Investment Fund Name: Teacher Retirement System of Texas Address: 1000 Red River St. Austin, TX 78701-2627 Citizenship: U.S. Ownership: 12.65% Limited Partner Principal Business: Retirement Fund Name: Ohio Public Employees Retirement System Address: 277 East Town Street Columbus, Ohio 43215-4642 Citizenship: U.S. Ownership: 10.12% Limited Partner Principal Business: Retirement Fund (6) The following entity owns a ten percent or greater direct equity interest, or controlling interest, in Gores Capital Advisors III, LP: Name: GCA III, LLC Address: 9800 Wilshire Boulevard Beverly Hills, CA 90212 Citizenship: U.S. Ownership: General Partner Principal Business: Investment Fund 8

(7) The following entities own a ten percent or greater direct equity interest, or controlling interest, in GCA III, LLC: Name: AEG Holdings, LLC Address: 9800 Wilshire Boulevard Beverly Hills, CA 90212 Citizenship: U.S. Ownership: 100% Principal Business: Private Equity/Merger & Acquisitions Name: The Gores Group, LLC Address: 9800 Wilshire Boulevard Beverly Hills, CA 90212 Citizenship: U.S. Ownership: Manager of GCA III, LLC (and Investment Manager of Gores Capi- tal Partners III, L.P.) Principal Business: Private Equity/Merger & Acquisitions (8) The following individual owns a ten percent or greater direct equity interest, or con- trolling interest, in AEG Holdings, LLC: Name: Alec E. Gores Address: c/o The Gores Group, LLC 9800 Wilshire Boulevard Beverly Hills, CA 90212 Citizenship: U.S. Ownership: 100% Principal Business: Individual Except as stated above, to the Applicants’ knowledge, no other person or entity directly or indirectly owns or controls a ten percent (10%) or more interest in Alpheus Parent through Gores AC Holdings. Post-Transaction Ownership of Licensees: (1) Upon completion of the proposed Transaction, the following entities will hold a 10% or greater, direct or indirect interest6 in Alpheus Parent: 6 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests. 9

Name: LOGIX Holding Company Address: 2950 N Loop West, 8th Floor Houston, TX 77092 Citizenship: U.S. (Delaware) Ownership: 100% Principal Business: Holding Company Post-Transaction Ownership of HoldCo: (1) The following entity will hold a ten percent (10%) or greater direct interest in LOGIX Holding Company: Name: LOGIX Acquisition Company, LLC Address: 1725 I Street NW Suite 900 Washington, DC 20006 Citizenship: U.S. (Delaware) Ownership: 100% Principal Business: Holding Company (2) 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: 1725 I Street NW Suite 900 Washington, DC 20006 Citizenship: U.S. (Delaware) Ownership: 100% Principal Business: Holding Company Sub-Parent is the sole member and manager of Transferee. As described below, Astra Capital Management (“ACM”) will exercise day-to-day operational control of Transfer- ee. 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. (3) The following entity will hold a ten percent (10%) or greater direct interest in LOGIX Intermediate Holding Corporation: Name: LOGIX Parent Corporation (“Logix Parent”) Address: 1725 I Street NW Suite 900 Washington, DC 20006 10

Citizenship: U.S. (Delaware) Ownership: 100% Principal Business: Holding Company (4) The following entity will hold a ten percent (10%) or greater direct interest or a controlling interest in LOGIX Parent Corporation7: Name: Astra-LOGIX Holdings, LLC (“Astra Holdings”) Address: 1725 I Street NW Suite 900 Washington, DC 20006 Citizenship: U.S. (Delaware) Ownership: 4% Principal Business: Holding Company Name: Astra-LOGIX Co-Invest I, LLC (“Co-Invest”) Address: 1725 I Street NW Suite 900 Washington, DC 20006 Citizenship: U.S. (Delaware) Ownership: 33% Principal Business: Holding Company Name: WRA-Astra Logix Investors LLC Address: 850 New Burton Road Suite 201 7 As noted above, the three entities that will be equity holders in LOGIX Parent at con- summation of the Transaction are Astra Holdings, Astra-LOGIX Co-Invest I, LLC, and WRA- Astra Logix Investors LLC (collectively, the “Co-Investors”). Prior to the consummation of the Transaction, Astra Holdings may increase its equity position in LOGIX Parent by reducing the equity commitment of Astra-LOGIX Co-Invest I, LLC. As a result, the relative amount of the equity contributions of these three entities could change prior to the consummation of the Trans- action. In the event that Astra Holdings increases its equity position, the Applicants shall prompt- ly 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 LOGIX 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 Astra Holdings and thus retain operational control of the Licensees. 11

Dover, DE 19904 Citizenship: U.S. (Delaware) Ownership: 54% Principal Business: Investment Holding Company (5) The following individuals will hold a ten percent (10%) or greater direct interest in Astra-Logix Holdings, LLC: Name: Mark J. Johnson Address: 1725 I Street NW Suite 900 Washington, DC 20006 Citizenship: U.S. Ownership: 50% Principal Business: LLC Member Name: Matthew M. Murphy Address: 1725 I Street NW Suite 900 Washington, DC 20006 Citizenship: U.S. Ownership: 25% Principal Business: LLC Member Name: Kevin L. Beebe Address: 1725 I Street NW Suite 900 Washington, DC 20006 Citizenship: U.S. Ownership: 25% Principal Business: LLC Member ACM is the Manager of Astra Holdings. (6) The following entity will hold a ten percent (10%) or greater direct interest in Astra-LOGIX Co-Invest I, LLC: Name: Secondary Opportunities Fund III LP (“SOF III”) Address: Deutsche Bank (Cayman) Limited Boundary Hall Cricket Square P.O. Box 1984 Grand Cayman KY1-1104 12

Cayman Islands Citizenship: U.K. Ownership: 100% Principal Business: Investment Fund 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 manager of Astra Manager is ACM. (7) The following entity will hold a ten percent (10%) or greater direct interest in Secondary Opportunities Fund III, LLP: Name: Leonardo Secondary Opportunities Fund III (GP) Limited (“Leonardo SOF III”) Address: Deutsche Bank (Cayman) Limited Boundary Hall Cricket Square P.O. Box 1984 Grand Cayman KY1-1104 Cayman Islands Citizenship: Cayman Islands Ownership: less than .01% (as General Partner of SOF III) Principal Business: Investment Fund 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) Ownership: less than .01% (as the second General Partner of SOF III) Principal Business: Investment Fund Leonardo SOF III-Alt-GP is the second GP of SOF III, and is wholly-owned by Leonardo SOF III. (8) 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 Ownership: 100% Principal Business: Specialized financial and administrative services 13

The direct parent of Intertrust Fund Services Limited is Intertrust NV, a publicly traded company (ENXTAM: INTER). To Transferee’s knowledge, no other person or entity indirectly holds a cognizable interest in Transferee through ownership of Intertrust NV. (9) 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) Ownership: 100% Principal Business: Investment Holding Company WRA-Logix Investors LLC is the Sole Member of WRA-Astra Logix Investors LLC. (10) The following entity will hold a ten percent (10%) or greater direct interest in WRA-Logix Investors LLC: Name: WRA-Logix Holdings Ltd. Address: Ideation House 94 Pitts Bay Road, 1st Floor Pembroke HM08 Bermuda Citizenship: Bermuda Ownership: 100% Principal Business: Investment Holding Company WRA-Logix Holdings Ltd. is the Sole Member of WRA-Logix Investors LLC. (10) 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: Landmark Square, 1st Floor, 64 Earth Close West Bay Beach South Grand Cayman KY1-1107 Cayman Islands Citizenship: Cayman Islands Ownership: 100% Principal Business: Closed-ended Investment Fund Wafra Real Assets & Infrastructure Fund I L.P. is the Sole Shareholder of WRA-Logix Holdings Ltd. 14

(10) The following entity 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: Landmark Square, 1st Floor, 64 Earth Close West Bay Beach South Grand Cayman KY1-1107 Cayman Islands Citizenship: Cayman Islands Ownership: less than .01% (as General Partner of Wafra Real Assets & Infrastructure Fund I L.P.) Principal Business: 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: WRAIF I GP Ltd. Address: Landmark Square, 1st Floor, 64 Earth Close West Bay Beach South Grand Cayman KY1-1107 Cayman Islands Citizenship: Cayman Islands Ownership: less than .01% (as General Partner of WRAIF I GP L.P.) Principal Business: General Partner of WRAIF I GP L.P. WRAIF I GP Ltd. is a holding company that is ultimately owned by three U.S. persons who are employees of Wafra Investment Advisory Group, Inc. Name: Public Institution for Social Security Address: Al Sour Street, Safat 13104 Kuwait Citizenship: Kuwait Ownership: 95.24% (Limited Partnership interest in Wafra Real As- sets & Infrastructure Fund I L.P.) Principal Business: Autonomous agency of the Government of Kuwait As explained in Footnote 7, supra, despite the 54% equity investment of WRA-Astra Logix Investors, LLC in LOGIX Parent, day-to-day control of Licensees will be exercised by ACM through its indirect control of Astra-Logix Holdings LLC. Upon completion of the pro- posed Transaction, no other entities will hold a 10% or greater direct or indirect interest in Alpheus Parent. 15

None of the equity and/or controlling interest holders in LAC reported above have a ten percent or greater direct or indirect interest in any FCC regulated businesses other than Logix Communications. To the best of the Applicant’s knowledge, there are no officers or directors of Applicants who also serve as an officer of director of a foreign carrier as defined in Section 63.09(d). (i) (Answer to Question 14) The Applicants certify that following consummation of the Transaction: (i) Transferee will not be a foreign carrier within the meaning of Section 63.09(d) of the Commission's Rules, 47 C.F.R. § 63.09(d); and (ii) Transferee will not become affiliated with a foreign carrier. (j) (Answer to Question 15) Applicants certify that following consummation of the Transaction they do not seek to provide international telecommunications services to any desti- nation 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 controls 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 bene- ficiaries of, a contractual relation affecting the provision or marketing of interna- tional basic telecommunications services in the United States. (k) Not Applicable. (l) Not Applicable. (m) (Answer to Question 16) Not Applicable. (n) Applicants certify that they have not agreed to accept special concessions, 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. 16

(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 pro- cessing pursuant to Sections 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. Accordingly, this Joint Application qualifies for streamlined processing pursuant to Section 63.12 of the Commission's Rules. IV. 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 indirect control of Licensees to LAC as specified in Commission Rule 63.04(a)(6)-(12). (a)(6) A description of the proposed Transaction is set forth in Section II above. (a)(7) Alpheus Parent does not provide telecommunications services. Both Alpheus Communications and ADS are Competitive Local Exchange Carriers authorized to provide telecommunications services in Texas. LAC is a holding company that does not provide telecommunications services. LAC’s indirect subsidiary, Logix Communications, provides telecommunications services as a Competi- tive Local Exchange Carrier primarily in Texas and Oklahoma. Logix Communications also has limited resold local exchange operations in Kansas and Missouri and is authorized to provide competitive local exchange and/or interexchange telecommunications services in Kansas and Missouri in addition to Oklahoma and Texas. 17

(a)(8) Applicants request streamlined processing pursuant to Sections 63.03 of the Com- mission’s Rules, 47 C.F.R. §63.03. Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) because, immediately following the transactions, Transferee (and its Affiliates) will have a market share in the interstate, interexchange market of less than 10 percent, and the Transferee (and its Affiliates) will provide competitive telephone exchange services or exchange access services (if at all) exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transactions, and none of the Applicants (or their Affiliates) are dominant with respect to any service. (a)(9) Through this Application, Applicants seek authority with respect to both interna- tional and domestic Section 214 authorizations in compliance with Section 63.04(b) of the Commission’s rules. (a)(10) No party is requesting special consideration because it is facing imminent business failure. (a)(11) Not applicable. (a)(12) Public Interest Statement Applicants submit that the proposed Transaction is consistent with the public interest. Alpheus Parent, through Licensees, has a long history of providing wireline telecommunications services in Texas and providing competitive high bandwidth services to enterprise and carrier customers via its owned fiber network. Following consummation of the proposed transactions, Licensees will have access to the expanded managerial and financial support of Logix Commu- nications and its affiliates. Such support will strengthen the competitive position of Licensees to allow them to compete with much larger telecommunications providers in the region. 18

In addition, the Transaction will be conducted in a manner that is seamless to customers of the Licensees. The transfer of control of the Licensees will not result in a change of carrier for customers or any assignment of authorizations. In addition, the Licensees will continue to provide high-quality communications services to their customers without interruption and without immediate change in rates, terms or conditions. Accordingly, the transactions will be virtually transparent to customers, and in no event will they result in the discontinuance, reduc- tion, loss, or impairment of service to customers. The Transaction also presents no competitive concerns with respect to the retail and wholesale enterprise services provided by the Applicants. As an initial matter, the “Wireline Competition Bureau has consistently found that, in transactions in which competitive local exchange carriers (LECs) combine to form a stronger competitor to the incumbent LEC, the transaction will enhance competition.”8 This is precisely what will occur upon consummation of the Transaction. Logix Communications currently is a competitive, non-dominant provider of telecommunications that primarily serves business and enterprise customers in Texas. Licensees are also competitive, non-dominant providers serving only enterprise and wholesale customers in Texas. Combining these two complementary networks under the same ownership will allow the Applicants to pair Logix Communications’ strong sales team and substantial experience provid- ing voice and data services to enterprise customers with the Licensees’ extensive fiber footprint and wholesale carrier focus. This combination serves the public interest, necessity, and conven- ience by strengthening the ability of both companies to vigorously and effectively compete with 19

more highly-capitalized entities such as the established incumbents, cable companies, and larger competitive providers present in the Applicants’ market today. For example, upon consumma- tion of the Transaction the Applicants anticipate being able to move many existing customers of Logix Communications from “off-net” facilities – last-mile connectivity purchased from another provider, typically the incumbent – to Licensees’ owned facilities. This will achieve significant operational and cost efficiencies, resulting in improved customer-facing benefits such as greater service control and provisioning, the offering of more tailored services, and decreased costs for the Applicants’ customers.9 Upon consummation of the transaction, the Applicants will serve approximately 1,368 on-net buildings. Of these on-net buildings, the Applicants estimate that only a tiny fraction (approximately eighteen) are buildings currently served by both Logix Communications and the Licensees; this amounts to 1.3% of the total on-net buildings served by the Applicants. Howev- er, the Applicants’ data indicates that all of these buildings will continue to be served by two or more other providers upon consummation of the Transaction. In addition, the Applicants’ in- building penetration rate in these buildings is often quite low. For example, in most of these 8 Applications Filed for the Transfer of Control of tw telecom inc. to Level 3 Communications, Inc., Memorandum Opinion and Order, 29 FCC Rcd. 12842, 12846 ¶ 13 (Wireline Comp. Bur. & Int’l Bur. 2014) (internal citations omitted). 9 The Commission has consistently recognized the benefits that accrue to providers utilizing owned facilities. See, e.g., Applications of XO Holdings and Verizon Communications Inc. for Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 31 FCC Rcd 12501, 12509 n. 52 (Wireline Comp. Bur., Wireless Bur., and Int’l Bur. 2016) (“The Commission has previously found that many purchasers of wholesale special access services view Type I services as substantially superior to Type II services that are provided over a combination of the carrier's own facilities and the BDS of another carrier, because of differ- ences in performance, reliability, security, and price – differences that are sufficiently large that Type I special access services fall into a separate relevant product market than BDS that are not provisioned wholly over a carrier's own facilities.”). 20

buildings, Logix Communications serves no more than 10% of the available customers. In short, the Transaction will enhance the Applicants’ ability to compete with more established, well- financed providers while not negatively impacting the otherwise vibrant and competitive market for wholesale and retail enterprise services. V. CONCLUSION For the reasons stated above, Applicants respectfully submit that the public interest, con- venience and necessity would be furthered by a grant of this Application for the transfer of indirect ownership and control of Licensees to Transferee. Respectfully submitted, /s/ Brian D. Weimer /s/ Joshua M. Bobeck Brian D. Weimer Andrew D. Lipman W. Ray Rutngamlug Joshua M. Bobeck Douglas A. Svor Stephany Fan SHEPPARD MULLIN RICHTER & MORGAN, LEWIS & BOCKIUS LLP HAMPTON LLP 1111 Pennsylvania Avenue, NW 2099 Pennsylvania Avenue, NW Washington, DC 20004-2541 Suite 100 Tel: 202-739-3000 Washington, DC 20006-6801 Fax: 202-739-3001 Tel: 202-747-1900 andrew.lipman@morganlewis.com Fax: 202-747-1901 joshua.bobeck@morganlewis.com BWeimer@sheppardmullin.com stephany.fan@morganlewis.com RRutngamlug@sheppardmullin.com DSvor@sheppardmullin.com Counsel for LOGIX Acquisition Company, LLC Counsel for Alpheus Communications, LLC, Alpheus Data Services, L.L.C. and Gores AC Holdings, LLC Dated: June 12, 2017 21

EXHIBIT A Diagrams of the Pre- and Post-Transaction Corporate Ownership Structures

Current Simplified Ownership Structure of Alpheus Alec E. Gores 100% The Gores AEG Holdings, LLC L Group, LLC Teacher Ohio Public To Retirement Employees GCA III, LLC i mare@ System of Retirement Texas System | mssn« Gores Capital Advisors III, L.P. 1265% P 10.12% LP |_ carrme Gores Capital PartnersIII, L.P. |_ * Gores AC Holdings, LLC |__tox Alpheus Holdings, LLC I Alpheus Communications, LLC 1008 Alpheus Data Services, LLC. Unless otherwise indicated all ownership percentages are 100%.

Post-Closing Ownership Structure of Alpheus Communications and ADS ,--------------------------· : See Page 3 for : : ownership of LOGIX Parent : L-------------r------------1 '' '' LOGIX Parent Corporation ("LOGIX Parent") LOGIX Intermediate Holding Corporation LOGIX Acquisition Company, LLC LOGIX Holding Company, LLC Manager 99% Ownership LP LOGIXGP, LLC Alpheus LOGIX Holdings, LLC Communications, LP Alpheus Communications, LLC Alpheus Data Services, L.L.C. Unless otherwise indicated all ownership percentages are 100%. -2-

Post—Closing Ownership Structure of LOGIX Parent WRAIF I GP Ltd. General Patter Public Institution for WRAIF I GP LP. Social Security General Patter Approx (<0.01% Equty) ssase Limited Partner Watra Real Assets & Infrastructure Fund I LB. I WRA—Logix Holdings Ltd. i i _‘ SeePamSbr Page 5 for . )1 WRA—Logix enc 4 :1o See uSV || Investors LLC i |_ Co—invest SeePage4for | 1 macu" Ownershi i Ownership | ) Bemest SMmceer. i ; Astra—LOGIX Holdings LLC WRA—Astra Logix Astra—LOGIX Co—Invest (‘Astra Holdings*) Investors LLC 1, LLC (‘Co—Invest") a% sax son LOGIX Parent Corporation (LOGIX Parent‘) Unless otherwise indicated all ownership percentages are 100%

Post-Closing Ownership Structure of Co-Invest Intertrust NV Intertrust Fund Services Limited Leonardo Secondary Mark J. Johnson Opportunities Fund III (GP) Limited (“Leonardo SOF III”) >50% Astra Capital Management, LLC Leonardo Secondary Opportunities Fund III (Alternate GP) (LP) Limited (“Leonardo SOF III-Alt-GP”) Manager Second General Partner (<0 01% Equity) Astra LOGIX Secondary Opportunities Manager, LLC Fund III LP (“SOF III”) Manager Astra-LOGIX Co-Invest I, LLC 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% Mark J. Johnson >50% Astra Capital Management, LLC Manager Astra-LOGIX Holdings LLC (“Astra Holdings”) Unless otherwise indicated all ownership percentages are 100%. -5-

VERIFICATIONS

VERIFICATION I, Scott Widham, state that I am the Chief Executive Officer of Alpheus Communications, LLC and Alpheus Data Services, L.L.C., and that I am Vice President of Gores AC Holdings, LLC; that I am authorized to make this Verification on behalf of Alpheus Communications, LLC, Alpheus Data Services, L.L.C. and Gores AC Holdings, LLC; that the foregoing filing was prepared under my direction and supervision; and that the contents are true and conect to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this :? day of June, 2017. Scott Widham CEO, Alpheus Communications, LLC and Alpheµs Data Services, L.L.C. Vice President, Gores AC Holdings, LLC

VERIFICATION 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 8th day of June, 2017. LOGIX Intermediate Holding Corporation


Document Created: 2019-04-12 05:37:31
Document Modified: 2019-04-12 05:37:31
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