Schurz Supplement to

SUPPLEMENT submitted by Schurz Communications, Inc.

Supplement to Joint 214 Application

2018-01-08

This document pretains to ITC-T/C-20171220-00224 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017122000224_1324934

Suite 800 1919 Pennsylvania Avenue NW Washington, DC 20006-3401 K.C. Halm 202.973.4287 tel 202.973.4499 fax kchalm@dwt.com January 8, 2018 VIA ECFS Ms. Marlene H. Dortch, Secretary Federal Communications Commission Office of the Secretary 445 12th Street, SW Washington, DC 20554 Re: Supplement to Joint Domestic and International Section 214 Transfer Control Application filed by Schurz Communications, Inc. and Hiawatha Broadband Communications, Inc.; WC Dkt. 17-362; IB File No.: ITC-T/C-20171220-00224 Secretary Dortch: Schurz Communications, Inc., (“Schurz”) hereby file this supplement to the above- captioned application, filed with the Commission on December 20, 2017. Following discussions with Staff, Schurz is supplementing the application with additional ownership information and other information concerning the applicants’ affiliates, service areas and related issues. Should you have any questions regarding the above, please do not hesitate to contact counsel for the applicants. Thank you for your consideration of this matter. Sincerely, K.C. Halm cc: Mr. Gregory Kwan, Wireline Competition Bureau Mr. David Krech, International Bureau Ms. Sumita Mukhody, International Bureau

Ownership Information In response to Staff’s request, the applicants are providing additional ownership information concerning certain trustees and beneficiaries of the trusts that own or control 10% or more of the Transferee, and its wholly owned affiliate, Ten Thousand Lakes Broadband, Inc., and clarifying the specific equity or voting interests of the 10% or greater interest holders (who hold these interests through the trusts identified below). The ownership information set forth herein is intended to replace, in its entirety, the Transferee’s ownership information previously provided at page 7 of the Application. Transferee - The following entities own or control 10% or more of the Transferee, Schurz, and its wholly-owned affiliate, Ten Thousand Lakes Broadband, Inc.: Name: Schurz Communications Voting Trust Agreement (an irrevocable trust formed under the laws of Indiana) Address: 1301 E. Douglas Road, Suite 200 Mishawaka, IN 46545 Citizenship: USA Principal Business: Trust % Interest Held: 75.17% voting interest Trustees of the Schurz Communications Voting Trust Agreement (“Trust”) with a voting interest of 10% or greater in the Trust are as follows: Name: Franklin D. Schurz, Jr. Address: 389 Derek Way Bozeman, MT 59718 Citizenship: U.S. Citizen Principal Business: Trustee % Interest Held: 33.3% 1

Name: Todd F. Schurz Address: 1211 E. Eckman Street South Bend, IN 46613 Citizenship: U.S. Citizen Principal Business: Trustee and CEO of Schurz Communications, Inc. % Interest Held: 33.3% Name: Scott C. Schurz Address: 50 Coe Road, Unit 226 Belleair, FL 33756 Citizenship: U.S. Citizen Principal Business: Trustee and Chairman of Schurz Communications, Inc. % Interest Held: 33.3% Beneficiaries of the Schurz Communications Voting Trust Agreement with an equitable interest of 10% or greater in the Trust are as follows: Name: Franklin D. Schurz, Jr. Address: 389 Derek Way Bozeman, MT 59718 Citizenship: U.S. Citizen Principal Business: Trustee % Interest Held: 28% Name: Scott C. Schurz Address: 50 Coe Road, Unit 226 Belleair, FL 33756 Citizenship: U.S. Citizen Principal Business: Trustee, and Chairman of Schurz Communications, Inc. % Interest Held: 28% Name: Mary Ann Schurz Address: 10713 Bratton Ct. Williamsport, MD 21795-1434 Citizenship: U.S. Citizen Principal Business: Shareholder % Interest Held: 19% 2

A prior disclosable interest holder, Mr. David C. Ray, passed away on August 10, 2017. Upon his passing his interests passed to his wife, Laura E. Ray, and their four children, in five separate trusts, each below the disclosure threshold. However, Mrs. Laura E. Ray is Family Trustee of each of the five separate trusts which, when aggregated, results in Mrs. Laura E. Ray holding certain indirect voting rights in Schurz Communications, Inc. above the disclosure threshold (as set forth below). In addition, Mr. Harvey B. Wallace, the family’s attorney, is Independent Trustee of all five trusts established for the benefit of Mrs. Laura Ray and the four children described above, and the David C. Ray Trust (an irrevocable trust formed under the laws of Indiana). As an Independent Trustee, Mr. Wallace holds certain indirect voting rights which are above the disclosure threshold, as set forth below. Name: Laura E. Ray Address: 17565 Green Oaks Ct. Granger, IN 46530-6921 Citizenship: U.S. Citizen Principal Business: Trustee & Shareholder % Interest Held: 12% (indirect voting interest in Schurz Communications, Inc.)1 Name: Harvey B. Wallace Address: Berry Moorman, P.C. 535 Griswold, Suite 1900 Detroit, MI 48226-3679 Citizenship: U.S. Citizen Principal Business: Trustee & Attorney % Interest Held: 15% (indirect voting interest in Schurz Communications, Inc.) NOTE: There is no other entity or individual with a direct or indirect 10 percent or greater equity or voting interest in Schurz or Ten Thousand Lakes Broadband, Inc. 1 Mrs. Laura E. Ray’s 12% voting interest is exercised by Mr. Harvey B. Wallace, through the 15% indirect voting interest Mr. Wallace controls (disclosed above) as an independent trustee and attorney for Mrs. Ray and her children. 3

Explanation of Changes from Prior Ownership Disclosures The differences in ownership disclosures made in the September 2017 application and the December 2017 application are the result of the fact that control of Schurz Communications, Inc. is exercised by a small number of individuals (all members of the Schurz family or the Ray family) through trusts, as explained above. As noted above, the controlling interest holders are nearly all members of the Schurz family or the Ray family, and several controlling interest holders are officers or employees of Schurz Communications, Inc. The discrepancies between the September application and the December application arose only because the filers did not have clear guidance on how to disclose trustees and beneficiaries of these two trusts, not because there was any change of control of the company. Transferee’s Affiliates and Service Areas Ten Thousand Lakes Broadband, Inc. is a corporation formed under the laws of Minnesota. Schurz’s wholly-owned affiliates provide high-capacity broadband, video and voice services to communities in Maryland, Iowa, Nebraska, South Dakota and Arizona through three separately owned and operated service providers. Specifically, Schurz affiliates providing these services are as follows: (1) Antietam Broadband, incorporated as Antietam Cable Television, LLC (f/k/a Antietam Cable Television, Inc.), a limited liability company formed under the laws of Indiana, serving Hagerstown, Maryland and surrounding communities in Washington County, Maryland; (2) Long Lines, LLC, a limited liability company formed under the laws of Delaware, serving sixteen communities in Iowa, Nebraska and South Dakota; and, (3) Orbitel Communications, LLC, a limited liability company formed under the laws of Arizona, serving 4

the City of Maricopa, Arizona, and surrounding planned communities (also in Arizona): Sun Lakes, Sun Bird, Robson Ranch, SaddleBrooke, and SaddleBrooke Ranch. Schurz does not have any other affiliates offering telecommunications service, or other interests in any other telecommunications service provider. Supplement to Public Interest Statement: No Competitive Harm Because There Is No Overlap of the Applicants’ Service Territories The Joint Applicants supplement their public interest showing of the Application by affirming that the Transaction presents no competitive harms because the Transferee and Transferors’ respective service areas do not overlap. As a result, this transaction will not result in the loss of a competitive provider in the marketplace. 5


Document Created: 2018-01-08 14:21:43
Document Modified: 2018-01-08 14:21:43
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