Attachment ATT 1

This document pretains to ITC-T/C-20171229-00232 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017122900232_1318230

ATTACHMENT 1 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(e) of the Commission’s rules, 47 C.F.R. § 63.24(e), Alta Communications IX, L.P. (“Alta” or “Transferor”) and Jonathan D. Foxman and Daniel E. Hopkins (“Mssrs. Foxman and Hopkins” or “Transferees,” and together with transferor, the “Parties”) seek consent from the Commission to the transfer of control of the Section 214 Authorization held by Texas 10, LLC (“Texas 10”) from Alta to Mssrs. Foxman and Hopkins.1 Information Requested in Sections 63.18(a)-(d): The contact information for both the transferor and transferee is as follows: Jonathan D. Foxman, President and Chief Executive Officer Texas 10, LLC 900 West Valley Road, Suite 600 Wayne, PA 19087 (610) 535-6910 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 transferees, Mssrs. Foxman and Hopkins, are both U.S. Citizens, and do 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. 0008028637.

Answer to Question 11 – Section 63.18(h): The following persons or entities will directly or indirectly own at least 10% of Texas 10: Principal Business Percent of Interest Held Name/Address/Citizenship TX-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 Anacoco Capital Partners, LLC Holding Company 83.86% (owns 83.86% of c/o Texas 10, LLC TX-10 Holdco, LLC) 900 West Valley Road, Suite 600 Wayne, PA 19087 Organized: United States Jonathan D. Foxman Telecommunications 41.93% (owns 50% of c/o Texas 10, LLC Anacoco Capital Partners, 900 West Valley Road, Suite 600 LLC, which in turn, owns Wayne, PA 19087 83.86% of TX-10 Holdco, Organized: United States LLC) Daniel E. Hopkins Telecommunications 41.93% (owns 50% of c/o Texas 10, LLC Anacoco Capital Partners, 900 West Valley Road, Suite 600 LLC, which in turn, owns Wayne, PA 19087 83.86% of TX-10 Holdco, Organized: United States LLC) No other person or entity directly or indirectly will hold a 10 percent or greater interest in Texas 10. Answer to Question 13: Alta currently holds 56.72% of the membership interests in Texas 10. Its interest is directly held in TX-10 Holdco, LLC,2 which in turn owns 100 percent of Texas 10. Upon consummation of the transaction, Alta’s interest3 will be distributed to Mssrs. Foxman and Mr. Hopkins, whose interest will be directly held in Anacoco Capital Partners, LLC. Anacoco Capital Partners, LLC will own 83.86 percent of TX-10 Holdco, LLC, which in turn, owns 100 percent of Texas 10. In addition, both Mssrs. Foxman and Hopkins will become the Managers of TX-10 Licensee, a manager-managed Delaware limited liability company. No other individual or entity will hold a 10 percent or greater direct or indirect interest in Texas 10. 2 Alta holds a 56.72% interest in TX-10 Holdco, LLC. Alta IX-B, L.P. and Alta IX Associates, LLC collectively holds a 5.8% interest in TX-Holdco, LLC. 3 Upon consummation, Alta IX-B, L.P. and Alta IX Associates, LLC’s interest in TX-Holdco, LLC will also be transferred to Mssrs. Foxman and Hopkins.

The attached charts show the current ownership and post-consummation ownership of Texas 10. Section 63.18 (p): Request for streamlined processing (Answer to Question 20): Streamlined processing is appropriate for this Application under section 63.12 of the Commission’s Rules because, for every country for which Texas 10 has Section 214 Resale Authority, (1) Mssrs. Foxman and Hopkins and Texas 10 do not have foreign affiliates; and (2) Mssrs. Hopkins and Foxman and Texas 10 are not affiliated with any dominant U.S. carrier; and no authority is requested to provide switched basic service over private lines to a country for which the Commission has not previously authorized the provision of switched services over private lines.

CURRENT OWNERSHIP 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.

POST-CONSUMMATION OWNERSHIP Jonathan D. Foxman Daniel E. Hopkins 50% 50% Anacoco Capital Partners, LLC Other Investors* 83.86% 16.15% TX-10 Holdco, LLC 100% 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: 2017-12-21 17:08:47
Document Modified: 2017-12-21 17:08:47
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