Attachment FCC Int Elec Filing

This document pretains to ITC-T/C-20170922-00158 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017092200158_1280215

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of N sls sus se se su No 8e N 32 8e n se se S 8e N2 N n sz Benchmark Communications, LLC WB Docket No. 17— Licensee And Hunt Telecommunications, LLC File No. ITC—T/C—2017 Transferor Crescent Affiliates, Inc. Transferor JMF Solutions, Inc. Transferee Application for Consent to Transfer Control of Company Holding International Authorization and Blanket Domestic Authorization Pursuant to Section 214 of the Communications Act of 1934, as Amended COMBINED APPLICATION Benchmark Communications, LLC ("Benchmark" or "Licensee"), by and through its members, Hunt Telecommunications, LLC ("Hunt") and Crescent Affiliates, Inc. ("Crescent) ("Hunt" and "Crescent" together with Benchmark, the "Transferors") and . JMF Solutions, Inc. ("IMF vSo]utions” or "Transferee") (collectively referred to as "Applicants") hereby request authority pursuant to Section 214 ofthe Communications Act of 1934, as amended, 47 U.S.C. §214 (the "Act‘), and Sections 63.04 and 63.24(e) of the Commission‘s Rules, 47 C.F.R. §§ 63.04, 63.24(e), to transfer control of one hundred percent (100%) of the equity interests of Benchmark from Hunt and Crescent to JMF

Solutions. On August 25 2017, the Applicants entered into an Agreement for Purchase of LLC Interest (the "Agreement"), whereby JMF Solutions proposes to acquire one—hundred percent (100%) of the outstanding membership interests in Benchmark from Hunt and Crescent.! Benchmark is a provider of resold local and long distance services, internet accéss and private cable service to multiple dwelling unit (MDU) properties along the Gulf Coast. Hunt current provides local, long distance, Hosted PBX, VoIP and data services in the State of Louisiana. Crescent Affiliates, Inc. is an investment company located in Metairie, Louisiana and holds no telecommunications licenses. JMF Solutions is a Alabama corporation located in Daphne, Alabama. Pursuant to Section 63.04(b) of the Commission‘s Rules, 47 C.F.R. § 63.04(b), the Applicants are filing a combined application for Commission consent to the proposed transfer of control. The Applicants provide below the information required by Section 63.24(e)(2) ofthe Commission‘s Rules, 47 C.F.R. § 63.24(e)(2). Exhibit A provides the additional information requested by Section 63.04(a)(6) through (a)(12) of the Commission‘s Rules, 47 C.F.R. § 63.04(a)(6)— (12). This transaction will not involve a transfer of operating authority, assets or customers. Benchmark will continue to provide service to its existing customers under existing service arrangements. The proposed transaction, therefore, will be transparent and seamless to Benchmark‘s customers. The Applicants respectfully request streamlined treatment of this Application pursuant to Sections 63.03 and 63.12 of the Commission‘s Rules, 47 C.F.R. §§ 63.03 and ‘ Hunt is a wholly—owned subsidiary of Uniti Group Inc., a REIT located in Litfle Rock, Arkansas.

63.12. This Application is eligible for streamlined processing pursuant to Section 63.03(b)(2) of the Commission‘s Rules, 47 C.F.R. § 63.03(b)(2), because (1) the proposed transaction will result in JMF Solutions (including its affiliates, as that term is defined in Section 3(1) of the Act) having a market share in the interstate, interexchange market of less than 10 percent; (2) JMF Solutions (through Benchmark, including their respective 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 transaction; and (3) neither JMF Solutions, Hunt, Benchmark, nor any of their respective affiliates are regulated as dominant with respect to any service. This Application also qualifies for streamlined treatment under Section 63.12 because post—close (1) JMF Solutions is not affiliated with any dominant U.S. carrier whose services JMF Solutions (through Benchmark) may resell; (2) JMF Solutions is not affiliated with any foreign cartiers; and (3) none ofthe other provisions contained in Section 63.12(c) of the Commission‘s Rules, 47 C.F.R. § 63.12(c), apply. | L. . APPLICANTS A. Benchmark Communications, LLC (FRN 0011618238) Benchmark Communications, LLC is a Louisiana limited liability company formed in 2006. Benchmark is located at 106 Metairie Lawn, Suite 220, Metairie, LA 70001. Benchmark is a provider of resold local and long distance services, internet access and private cable service to multiple dwelling unit (MDU) properties along the Gulf Coast, specifically Alabama, Florida, Louisiana, and Mississippi. Benchmark is authorized by the Cémmission to provide domestic telecommunications services pursuant to 47 C.F.R. §63.01 and to provide international

teleconmmunications services on a global or limited globalfacilities—based and resale basis pursuant to File No. ITC—214—20041005—00393. Benchmark will continue to hold its Commission authorizations following the transfer of control. Prior to the proposed transaction, Benchmark is 50% owned by Hunt and 50% owned by Crescent, as is more fully deécribed herein. B. CRESCENT AFFILIATES, INC. (FRN 0026352435]) Crescent is a Louisiana corporation formed in Metairie, Louisiana. Crescent is located at 106 Metairie Lawn Drive, Suite 220, Metairie, LA 70001. Crescent is neither authorized to provide telecommunications services in any state nor is it authorized by the Commission under Section 214 of the Act to provide domestic or international telecommunications services. C. HUNT TELECOMMUNICATIONS, LLC (FRN 0011210416) Hunt, a Louisiana limited liability company, is located at 106 Metairie Lawn Dr., Suite 200, Metairie, LA 70001. Hunt currently provides local, long distance, Hosted PBX, VoIP and data services in the State of Louisiana. Hunt is authorized by the Commission to provide domestic telecommunications services pursuant to 47 C.E.R. §63.01 and to provide international telecommunications services on a global or limited global facilities— based and resale basis pursuant to File No. ITC—214—20140114—00010. Hunt is a wholly— owned subsidiary of Uniti Group Inc., a Maryland corporation with headquarters in Little Rock, Arkansas. D. JMF SOLUTIONS, LLC (FRN 019000462) JMF Solutions, Inc. is an Alabama corporation located at 1008 Randall Avenue, Daphne, AL 36526. JMF is a provider of interconnected VoIP and Cloud

telecommunications services in the states of Alabama and Florida. JMF does not own fiber in the same buildings where Benchmark currently provides service. IL DESCRIPTION OF THE TRANSACTION By this Appliéation, the Applicants request approval for thé transfer of control of one—hundred percent (100%) of the membership interests of Benchmark from Hunt and Crescent to JMF Solutions. Pursuant to the Agreement, JMF Solutions will become the one—hundred percent (100%) percent owner of Benchmark, IIL PUBLIC INTEREST STATEMENT The proposed transfer of control described herein will serve the public interest. Benchmark provides resold local and long distance services to residential customers in MDU developments along the Gulf Coast, With the acquisition of one—hundred percent (100%) percent of the membership interests in Benchmark by JIMF Solutions, Benchmark will be able to continue to provide high—quality, uninterrupted services to its customers. With the additional business contacts provided by JMF Solutions, Benchmark will both expand its customer base and expand its geographic reach to be better able to serve its customers with domestic and international communications needs. The key senior management and day—to—day management of Benchmark will remain with the company and continue their current responsibilities during such time. At the same time, the proposed trafisaction does not present any anti—competitive issues. The transaction will be completely transparefit to consumers. Benchmark will continue to provide high—quality communications services to its customers without interruption and without change in rates, terms or conditions. Furthermore, the proposed transaction will not have a negative impact on competition. No existing or potential competitors will be eliminated as a result of the proposed transaction. To the contrary, the

proposed transaction will provide Benchmark with greater operational abilities to continue to provide new and current services to its customers, thereby furthering the Commission‘s policies favoring increased competition and greater diversity and quality of services. This will enable Benchmark to be a more effective competitor in the markets in which it operates, which will further benefit consumers by bringing a diversity of services at competitive prices. IV. INFORMATION REQUIRED BY SECTION 63.24(E) OF THE COMMISSION®S RULES In support of this Application, the Applicants submit the following information pursuant to Section 63.24(e) of the Commission‘s Rules, including the information requested in Section 63.18: (a) Name, address and telephone numberof the Applicants: Licensee: Benchmark Communications, LLC 106 Metairie Lawn Suite 220 Metairie, Louisiana 70001 Tel: (504) 293—4000 Transferors: Hunt Telecommunications, LLC 106 Metairie Lawn Suite 220 Metairie, Louisiana 70001 Tel: (504) 293—4000 Crescent Affiliates, Inc. 106 Metairie Lawn Suite 220 Metairie, Louisiana 70001

Transferee: JMF Solutions, Inc. 1008 Randall Avenue Daphne, AL 36526 (b) Licensee: Benchmark is a limited liability company organized under the laws of the State of Louisiana. Benchmark holds authority to provide domestic telecommunications services pursuant to 47 C.FR. §63.01 and to provide international telecommunications services on a global or limited global facilities—based and resale basis pursuant to File No. ITC—214—20041005—00393. Transferors: Hunt is a limited liability company organized under the laws of the State of Louisiana. Hunt holds authority to provide domestic telecommunications services pursuant to 47 C.E.R. §63.01 and to provide international telecommunications services pursuant to File No. ITC—214—20140114—00010. Crescent is a corporation under the laws of the State of Louisiana. Crescent does not hold any telecommunications licenses. Transferee: JMF Solutions is a corporation organized under the laws of the State of Alabama JMF Solutions holds authority to provide domestic telecommunications services pursuant to 47 C.F.R. §63.01 Correspondence concerning this Application should be sent to: Leon Nowalsky, Esq. Nowalsky & Gothard, APLLC 1420 Veterans Blvd. Metairie, LA 70005 Telephone (504) 832—1984 Inowalsky@nbglaw.com Jeffrey R. Strenkowski Uniti Group Inc. 10802 Executive Center Drive Suite 300 Little Rock, AR 72211 Telephone: 301—774—0461 ~ jeffrey.strenkowski@uniti.com

(d) Benchmark is authorized by the Commission pursuant to File No. ITC—214— 20041005—00393 to provide international telecommunications services on a global orlimited globalfacilities—based and resale basis. Responses (e) through (g) are not applicable to this Application. (B) Following the transaction described herein, Benchmark will be 100% owned by JMF Solutions. The following individuals own 10% or more ofthe equity or voting interests in subject entities: A. Pre—Transaction Ownership of Benchmark: Name: Crescent Affiliates, Inc. Address: 106 Metairie Lawn, Suite 220 Metairie, Louisiana 70001 Citizenship: United States Principal Business: Investments Ownership: 50% direct in Benchmark Name: Mark L. Guidry, an individual Address: 426 Dorrington Bivd. Metairie, LA 70005 Citizenship: United States Principal Business: Investor Ownership: 50% direct in Crescent, and 25% indirect in Benchmark j Name: Joan P. Guidry . Address: 426 Dorrington Blyd. Metairie, LA 70005 Citizenship: United States Principal Business: Investor Ownership: 50% direct in Crescent, and 25% indirect in Benchmark Name: Hunt Telecommunications, LLC Address: 106 Metairie Lawn, Suite 220 Metairie, Louisiana 70001 Citizenship: United States Principal Business: Telecommunications Ownership: 50% direct in Benchmark Name: Uniti Holdings LP Address: 10802 Executive Drive, Benton Building, Suite 300 Little Rock, Arkansas 72211

Ownership: 100% directly in Hunt (50% indirectly in Benchmark) Citizenship: Delaware Principal Business: Holding Company Name: Uniti Holdings GP, LLC Address: 10802 Executive Drive, Benton Building, Suite 300 Little Rock, Arkansas 72211 Ownership: Non—economic General Partnerin Uniti Holdings LP (100% indirectly in Hunt and 50% indirectly in Benchmark) Citizenship: Delaware Principal Business: Holding Company Name: Uniti Group LP Address: 10802 Executive Center Drive, Benton Building, Suite 300 Little Rock, Arkansas 72211 Ownership: 100% directly in Uniti Holdings GP, LLC, and 100% directly and indirectly in Uniti Holdings LP (through ownership in Uniti Holdings GP, LLC) Citizenship: Delaware Principal Business: Holding Company Name: Uniti Group LP LLC Address: 10802 Executive Center Drive, Benton Building, Suite 300 Little Rock, Arkansas 72211 Ownership: 1% directly in New OP, LP Citizenship: Delaware Principal Business: Holding Company Name: Uniti Group Inc. (NASDAQ: UNIT) Address: 10802 Executive Drive, Benton Building, Suite 300 Little Rock, Arkansas 72211 Ownership: General Partner and 99% ownership dlrectlyin Uniti Group LP, and 100% in Uniti Group LP LLC (thus, 100% indirectly in Hunt, and 50% indirectly in Benchmark) Citizenship: Maryland Principal Business: Real Estate Investment Trust Uniti Group Inc.is a publicly traded company. No person or entity holds 10% or more of the ownership of Uniti Group Inc. Uniti Group Inc. does not provide telecommunications services in its own right. It owns and operates a number of licensed telecommunications providers in all states and the District of Columbia, except Alaska, California and Hawaii.

Post—Closing Ownership of Benchmark: Name: JMF Solutions, Inc. Address: 1008 Randall Avenue, Daphne, AL 36526 Citizenship: United States Principal Business: Interconnected VoIP and Cloud Service Provider Ownership: 100% direct in Benchmark Name: John Michael Francis, IL, an individual Address: 6790 South Winding Brook Drive, Fairhope, AL 36533 Citizenship: United States Principal Business: Investor Ownership: 52% direct in JMF Solutions Name: Blake Svoboda, an individual Address: 46 Mussett Bayou Court, SRB, Florida 32459 Citizenship: United States Principal Business: Investor Ownership: 17% direct in JMF Sofutions Name: Mark Guidry, an individual Address: 426 Dorrington, Metairie, LA 70005 Citizenship: United States Principal Business: Investor Ownership: 12% direct in JMF Solutions No other person orentity holds 10% or more of the equity or voting interests in any of the entities. Applicants certify that they are not, and following the proposed transaction will not be, affiliated with any foreign carrier within the meaning of section 63.09(d) and (e). M The Applicants certify that they do not seek authority to provide service to any country described in paragraphs (1) through (4) of section 63.18(). (k) Not applicable. D Not applicable. (m) Not applicable. 10

(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 ofthe route and will not enter into such agreements in the future. (0) Applicants certify that no party to the Application is subject to a denial of Federal benefits pursuant to section 5301 of the Anti—Drug Abuse Act of 1988. See 21 U.S.C. § 853(a), see also 47 C.F.R. §§ 1.2001—1.2003. (p) _ This international Section 214 Application qualifies for streamlined processing pursuant to section 63.12 because the applicants are not affiliated with any foreign carriers; are not affiliated with any dominant U.S. carriers whose international switched or private line services the applicant seeks authority to resell; and do not seek authority to provide switched basic services over private lines to a country for which the Commission has not previously authorized the provision of switched services over private lines. This Application therefore should be granted, pursuant to section 63.12(a), fourteen days after the date of public notice listing this Application as accepted for filing. v. INFORMATION REQUIRED BY SECTION 63.04(B) OF THE COMMISSION‘S RULES In accordance with the requirements of Section 63.04of the Commission‘s Rules, the additional information required for the domestic Section 214 transfer of control application is provided in ExhibitA. 11

VL CONCLUSION Based on the foregoing, the Applicants respectfully submit that the public interest, convenience, and necessity would be furthered by grant of this Application. Date: @22 —( 7 Respectfully submitted, Benchmark Communications, LLC Crescent Affiliates, Inc. Hunt Telecommunications, LLC JMF Solutions, Inc. Leon Nowalsky, Esq. /A Nowalsky & Gothard, APLLC 1420 Veterans Blvd. Metairie, LA 70005 Counsel to Transferee and Transferors Date: _7—42—, ] 12

EXHIBIT A DOMESTIC SECTION 214 TRANSFER OF CONTROL INFORMATION In accordance with the requirements of Section 63.04of the Commission‘s Rules, 47 C.F.R. § 63.04, the Applicants provide the following information in support of their request. 63.04 (a)(1): Name, address and telephone number of each Applicant: Please refer to response to Section IV (a) above. 64.04(a)(2): Jurisdiction of Organizations: Please refer to response to Section IV (b) above 64.04(a)(3): Correspondence concerning this Application should be sent to: Please refer to response to Section TV (c) above. 63.04(a)(4): Ownership Information Please refer to response to Section IV (h) above. 63.04(a)(5): Anti—Drug Abuse Act Certification Please refer to response to Section IV (0) above. 63.04(a)(6): Description of the Transaction The proposed transaction is described in Section II of the Application. 63.04(a)(7): Description of Geographic Service Area and Services in Each Area A description of the geographic service areas and éervices provided in each area is described in Sections I and IV of the Application.

63.04(a)(8): Presumption of Non—Dominance and Qualification‘for Streamlining This Application is eligible for streamlined processing pursuant to Section 63.03(b)(2) of the Commission‘s Rules, 47 C.F.R. § 63.03(b)(2), because (1) the proposed transaction will result in Benchmark (including its affiliates, as that term is defined in Section 3(1) of the Act) having a market share in the interstate, interexchange market of less than 10 percent; (2) JMF Solutions (through Benchmark, including their respective 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 transaction; and (3) neither Hunt, Crescent, Benchmark, or JMF Solutions, nor any of their respective affiliates are regulated as dominant with respect to any service. 63.04(a)(9): Other Pending Commission Applications Concerning the Proposed Transaction None. 63.04(a)(10): Special Considerations None. 63.04(a)(11): Waiver Requests (If Any) None. 63.04(a)(12): Public Interest Statement The proposed transaction is in the public interest for the reasons detailed in Section III of the Application.

Pre—Transaction Organizational Chart Uniti Group Inc. (NASDAQ: UNIT) Uniti Group LP LLC 99% GP 1% LP ————{ Uniti Group LP Uniti Holdings LP UnitiHoldings GP, LLC CSL Capital, LLC | ({noneconomic ......general.parines}... ' CSL National GP, LLC 99% LP 3 — Uniti Fiber Holdings— Uniti Fiber Holdings, Mark L. Joan P. TCLLC Inc. 1% GP — Guidry ‘ Guidry CSL National, LP 50% \——‘———|50% Crescent Affiliates, Inc. 50%— 50% Unless otherwise indicated all ownership percentages are 100%. Licensed in one or more jurlsdictions. [:: Not licensed in any jurlsdiction.

Post—Transaction Organizational Chart John Michael Francis, If Blake Svoboda Mark L. Guidry 52% 17% 12% JMF Solutions, Inc. > Unless otherwise indicated all ownership percentages are 100%. Licensed in one or more furisdictions. Not licensed in any jurisdiction.

STATE OF _Alahama § COUNTY OF Baldwin § VERIFICATION I, John Michael Francis, II, hereby declare that I am CEO of JMF Solutions, Inc. ("IMF Solutions"); that I am authorized to make this Verification on behalf of JIMF Solutions, 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. John Michael Francis, II CEO JMF Solutions, Inc.

STATE OF LOUISIANA son son age PARISH OF JEFFERSON VERIFICATION I, Mark Guidry, hereby declare that I am President of Benchmark Communications, LLC ("Benchmark"); that I am authorized to make this Verification on behalf of Benchmark, 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. / _ , Mark Guidry President Benchmark Communications, LLC

STATE OF MARYLAND § COUNTY OF MONTGOMERY § VERIFICATION I, Jeffrey Stronkowski, hereby declare that I am Vice President, Deputy General Counsel of Governmental Affairs of Uniti Group Inc. ("Uniti) that I am authorized to make this Verification on behalf of Uniti, 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. ‘Jeffrey Strenkowsk Vice President, Deputy General Counsel of Governmental Affairs Uniti Group Inc.


Document Created: 2017-09-22 12:16:00
Document Modified: 2017-09-22 12:16:00
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