Attachment ATT 1

This document pretains to ITC-T/C-20171228-00229 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017122800229_1320801

ATTACHMENT 1 Notification of Pro Forma Transfer of Control Pursuant to Section 214 of the Communications Act of 1934, as amended, (“the Act”), 47 U.S.C. § 214 and Section 63.24(f) of the Commission’s rules, 47 C.F.R. § 63.24(f), Texas 10, LLC (“Texas 10”) hereby notifies the Commission of the pro forma transfer of control as a result of an internal reorganization. As more fully explained in response to Question 13 below, the ultimate ownership or control of the international Section 214 authorization at issue has not changed, and is, therefore, pro forma in nature. The pro forma transfer of control occurred on December 27, 2017.1 Information Requested in Sections 63.18(c)-(d): The contact information for both the transferor and transferee is as follows: Eileen Toti, Chief Financial Officer TX-10 Holdco, Inc./ Alta Communications IX, L.P. 30 Monument Square, Suite 302 Concord, MA 01742 (617) 956-1318 Todd Slamowitz, Esq. Lukas, LaFuria, Gutierrez & Sachs, LLP 8300 Greensboro Drive, Suite 1200 Tysons, VA 22102 Phone: (703) 584-8673 Fax: (703) 584-8696 The transferee, Alta Communications IX, L.P., does not hold any international Section 214 authorizations. The Licensee, Texas 10, LLC, a Delaware limited liability company, holds the following Section 214 Authorization: ITC-214-20071219-00538. 1 A transfer of control application is concurrently being filed with the Wireless Telecommunications Bureau with regard to the common carrier radio licenses held by Texas 10, LLC’s wholly-owned subsidiary, TX-10 Licensee Co., LLC. See ULS File No. 0008035764.

Answer to Question 11 – Section 63.18(h): The following persons or entities directly or indirectly own at least 10% of Texas 10: Principal Business Percent of Interest Held Name/Address/Citizenship Texas 10 Holdco, LLC Holding Company 100% direct interest c/o Texas 10, LLC 900 West Valley Road, Suite 600 Wayne, PA 19087 Organized: United States Alta Communications IX, L.P. Investment Fund 56.72% (owns 56.72% of 30 Monument Square, Suite 302 Texas 10 Holdco, LLC) Concord, MA 01742 Organized: United States Jonathan D. Foxman Telecommunications 13.07% (owns 13.07% of c/o Texas 10, LLC Texas 10 Holdco, LLC 900 West Valley Road, Suite 600 Wayne, PA 19087 Organized: United States Daniel E. Hopkins Telecommunications 10.57% (owns 10.57% of c/o Texas 10, LLC Texas 10 Holdco, LLC) 900 West Valley Road, Suite 600 Wayne, PA 19087 Organized: United States No other person or entity will directly or indirectly hold a 10 percent or greater interest in Texas 10. Answer to Question 13: Prior to consummation of the pro forma subject to this notification, Alta’s 56.72% membership interest in Texas 10 was directly held in TX-10 Holdco, Inc., 2 which in turn owns 56.72 percent of TX-10 Holdco, LLC, which in turn, owns 100 percent of Texas 10. On December 27, 2017, TX-10 Holdco, Inc. was dissolved. Nonetheless, Alta continues to hold a 56.72% membership interest in Texas 10. Its interest is now directly held in TX-10 Holdco, LLC, 3 which in turn, owns 100 percent of Texas 10. Therefore, no substantive change in control occurred as a result of the dissolution of TX-10 Holdco, Inc. 2 Alta held a 94.2% interest in TX-10 Holdco, Inc. Alta IX-B, L.P. and Alta IX Associates, LLC collectively held the remaining 5.8% interest in TX-10 Holdco, Inc. 3 Alta holds a 58.7% interest in TX-10 Holdco, LLC. Alta IX-B, L.P. and Alta IX Associates, LLC collectively holds a 5.8% interest in TX-10 Holdco, LLC.

The attached charts show the pre-consummation and post-consummation ownership of Texas 10.

OWNERSHIP PRIOR TO PRO FORMA TRANSACTION Alta Communications IX, L.P. 100% TX-10 Holdco, Inc. 56.72% Daniel E. Hopkins Jonathan D. Foxman 10.57% 13.07% TX-Holdco, LLC Other Investors* 100% 19.64% Texas 10, LLC 100% TX-10 Licensee Co., LLC *No other investor has a 10% or greater direct or indirect in TX-10 Licensee Co., LLC.

OWNERSHIP AFTER PRO FORMA TRANSACTION Alta Communications IX, L.P. 56.72% Daniel E. Hopkins Jonathan D. Foxman 10.57% 13.07% TX-Holdco, LLC Other Investors* 100% 19.64% Texas 10, LLC 100% TX-10 Licensee Co., LLC *No other investor has a 10% or greater direct or indirect in TX-10 Licensee Co., LLC.


Document Created: 2017-12-27 13:26:59
Document Modified: 2017-12-27 13:26:59
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