Attachment Attachment 1

This document pretains to ITC-T/C-20180109-00006 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2018010900006_1325242

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 ) In the Matter of ) ) Connect Acquisition Corporation, Transferor, ) Securus Technologies, Inc., Licensee, ) T-NETIX, Inc., Licensee, ) T-NETIX Telecommunications Services, Inc., ) Licensee ) IB File Nos. ITC-T/C-2018 ) ITC-T/C-2018 and ) ) Connect Acquisition LLC, Transferee, ) ) Notification of Pro Forma Transfer of ) Indirect Control of International Section 214 ) Authorizations Pursuant to Section 214 of ) the Communications Act of 1934, as amended, and ) Section 63.24 of the Commission’s Rules ) __________________________________________________ ) NOTIFICATION OF PRO FORMA TRANSFER OF INDIRECT CONTROL Securus Technologies, Inc. (“Securus”), T-NETIX, Inc. (“TNI”), T-NETIX Telecommunications Services, Inc. (“TNTS,” and together with Securus and TNI, “Licensees”), and Connect Acquisition, LLC, as “Transferee” and as the successor entity to Connect Acquisition Corporation (“Transferor”) (collectively, the “Parties”), 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), notify the Commission of the pro forma transfer of indirect control of the Licensees from the conversion of certain indirect holding companies of the Licensees, including Transferor, from Delaware corporations to Delaware limited liability companies (the “Conversions”). In support of this Notification, the Parties provide the following information:

II. DESCRIPTION OF THE PARTIES A. Transferee and Transferor Transferee is a Delaware limited liability company and is the successor entity to the Transferor. As part of the Conversions, Transferor was converted from a Delaware corporation to a Delaware limited liability company, which was designated as the Transferee for purposes of this Notification. With the exception of its new business form, Transferee is the same in all material respects as the Transferor. As set forth in Exhibit A, Transferee is directly owned by SCRS Acquisition Corporation (“SCRS Acquisition”), a Delaware corporation. B. Licensees The Licensees have been providing telecommunications service since the 1990s. Securus currently provides intrastate, interstate and international telecommunications services through the inmate calling services and public payphones that it provides to or at correctional facilities throughout the U.S. TNI previously provided telecommunications services to such facilities in various jurisdictions, but does not do so any longer. TNI’s wholly-owned subsidiary, TNTS currently provides international services pursuant to the international Section 214 authorization held by TNI solely in the State of Florida. For the pre- and post-Conversion ownership structure charts of the Licensees, please see Exhibit A. 2

The Licensees are wholly-owned, indirect subsidiaries of SCRS Acquisition and its parent companies. The Commission previously approved the transfer of indirect control of the Licensees to SCRS Acquisition and its parent companies on October 30, 2017.1 III. DESCRIPTION OF THE CONVERSIONS This notification is filed in connection with the conversion of certain indirect holding companies of the Licensees from corporations to limited liability companies. Specifically, each of the following indirect holding companies of the Licensees (collectively, the “HoldCos”) were converted from Delaware corporations to Delaware limited liability companies: 1) Securus Technologies Holdings, Inc., a Delaware corporation, converted to a Delaware limited liability company with the legal name Securus Technologies Holdings, LLC; 2) Securus Holdings, Inc., a Delaware corporation, converted to a Delaware limited liability company with the legal name Securus Holdings, LLC; and 3) Connect Acquisition Corporation, a Delaware corporation, converted to a Delaware limited liability company with the legal name Connect Acquisition, LLC. The Conversions were accomplished through the execution and filing of Certificates of Conversion and Certificates of Formation effective December 31, 2017 and did not involve any merger or other action that extinguished the existence of the HoldCos. Pre- and post-Conversion ownership structure charts for the Licensees are attached as Exhibit A. The Conversions were necessary to maintain agreed upon financing arrangements and provide other benefits to SCRS Acquisition and its subsidiaries. Further, the Conversions did not 1 See In the Matter ofJoint Application of Securus Investment Holdings, LLC, Securus Technologies, Inc., T-NETIX, Inc., and T-NETIX Telecommunications Services, Inc. and SCRS Acquisition Corporation for Grant of Authority Pursuant to Section 214 of the Communications Act of 1934, as Amended, and Sections 63.04 and 63.24 of the Commission’s Rules to Transfer Indirect Ownership and Control of Licensees, Memorandum Opinion and Order, WC Docket No. 17-126, FCC 17-141 (rel. Oct. 30, 2017). 3

affect the ongoing and safe operations of the facilities and services provided by the Licensees. Following the Conversions, the Licensees have remained and will remain technically, managerially, and financially qualified to provide the relevant services in accordance with their authorizations. The Conversions had no adverse impact on the customers of the Licensees. The Licensees continue to provide services to the same extent, at the same rates, and on the same terms and conditions as were in effect before the Conversions. Since the Conversions occurred at the intermediate holding company level, the Conversions have been wholly transparent to customers. Finally, as the Licensees have continued to be indirect, wholly-owned subsidiaries of SCRS Acquisition and its parent companies following the Conversions, the Conversions and resulting transfer of control were pro forma in nature. IV. INFORMATION REQUIRED BY SECTION 63.24(f) Pursuant to Section 63.24(f)(2) of the Commission’s Rules, the Parties submit the following information requested in Section 63.18 (a)-(d) and (h) in support of this Notification: (a) Name, address and telephone number of each Party: Transferor: Connect Acquisition Corporation FRN: 0020776175 4000 International Pkwy. Carrollton, TX 75007 972-277-0700 Licensees: Securus Technologies, Inc. FRN: 0006222319 T-NETIX, Inc. FRN: 0010421980 T-NETIX Telecommunications Services, Inc. FRN: 0005098199 4000 International Pkwy. Carrollton, TX 75007 972-277-0700 Transferee: Connect Acquisition, LLC FRN: 0020776175 4

4000 International Pkwy. Carrollton, TX 75007 972-277-0700 (b) Jurisdiction of Organizations: Transferor: Transferor was a corporation formed under the laws of Delaware. Licensees: Securus is a corporation formed under the laws of Delaware. TNI is a corporation formed under the laws of Delaware. TNTS is a corporation formed under the laws of Texas. Transferee: Transferee is a limited liability company formed under the laws of Delaware. (c) (Answer to Question Iff) Correspondence concerning this Notification should be sent to: For Transferee, Transferor, and Licensees: Paul C. Besozzi Peter M. Bean Squire Patton Boggs (US) LLP 2550 M Street, N.W. Washington, DC 20037 202-457-6000 (tel) 202-457-6315 (fax) paul.besozzi@squirepb.com peter.bean@squirepb.com With a copy for Transferee, Transferor, and Licensees to: Dennis J. Reinhold Senior Vice President, General Counsel & Secretary Securus Technologies, Inc. 4000 International Pkwy. Carrollton, TX 75007 dreinhold@securustechnologies.com (d) Section 214 Authorizations Transferor: Transferor did not hold international Section 214 authority. 5

Licensees: Securus holds international Section 214 authority to provide global or limited global facilities-based and resale service, granted in IB File No. ITC 214-19991115-00713. TNI holds international Section 214 authority to provide global resale service, granted in IB File No. ITC-214-19980312-00185 (Old IB File No. ITC-98-225). TNTS does not hold international Section 214 authority but operates under to the international Section 214 authority of TNI pursuant to 47 C.F.R. § 63.21(h). Transferee: Transferee does not hold international Section 214 authority. (h) (Answer to Questions 11 & 12) The following entities hold, directly or indirectly, a ten percent (10%) or greater interest2 in Licensees following the Conversions as calculated pursuant to the Commission’s ownership attribution rules for wireline and international telecommunications carriers: Post-Conversion Ownership of the Licensees As a result of the Conversions, the following entity currently owns 100 percent (100%) of TNTS: Name: T-NETIX, Inc. Address: 4000 International Pkwy. Carrollton, TX 75007 Citizenship: U.S. (Delaware) Principal Business: T elecommunications % Interest: 100% (directly in TNTS) As a result of the Conversions, the following entity currently owns 100 percent (100%) of Securus and TNI: Name: Securus Technologies Holdings, LLC (“STH”) Address: 4000 International Pkwy. Carrollton, TX 75007 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (directly in Securus and TNI) Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests. 6

As a result of the Conversions, the following entities currently own and will continue to own 100 percent (100%) of STH: Name: Securus Holdings, LLC Address: 4000 International Pkwy. Carrollton, TX 75007 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (directly in STH) Name: Connect Acquisition, LLC (“Connect”) Address: 400 International Pkwy. Carrollton, TX 75007 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (indirectly as 100% owner of Securus Holdings, LLC) Post-Conversion Ownership of Connect The following entities currently own or control a ten percent (10%) or greater direct or indirect interest in Connect: Name: SCRS Acquisition Corporation Address: c/o Platinum Equity 360 North Crescent Drive South Building Beverly Hills, California 90210 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (directly as 100% owner of Connect) Name: SCRS Intermediate Holding II Corporation (“SCRS Int-Holding II”) Address: c/o Platinum Equity 360 North Crescent Drive South Building Beverly Hills, California 90210 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (indirectly, as 100% owner of SCRS Acquisition Corporation) Name: SCRS Intermediate Holding Corporation (“SCRS Int-Holding”) Address: c/o Platinum Equity 360 North Crescent Drive 7

South Building Beverly Hills, California 90210 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (indirectly, as 100% owner of SCRS Int-Holding II) Name: SCRS Holding Corporation (“SCRS Parent”) Address: c/o Platinum Equity 360 North Crescent Drive South Building Beverly Hills, California 90210 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (indirectly, as 100% owner of SCRS Int-Holding) Name: Platinum Equity Capital Partners IV, L.P. (“Fund IV”) Address: 360 North Crescent Drive South Building Beverly Hills, California 90210 Citizenship: U.S. (Delaware) Principal Business: Investments % Interest: Up to approx. 93% (indirectly, as up to approximately 93% owner of SCRS Parent) No limited partner of Fund IV has a 10% or greater interest in SCRS Parent through Fund IV. Name: Platinum Equity Partners IV, L.P. (“Fund IV GP”) Address: 360 North Crescent Drive South Building Beverly Hills, California 90210 Citizenship: U.S. (Delaware) Principal Business: Investments % Interest: Up to approx. 93% (indirectly, as the general partner of Fund IV) No limited partner of Fund IV GP has a 10% or greater interest in SCRS Parent through Fund IV GP except Tom Gores, a U.S. citizen who can be reached through Platinum Equity, 360 North Crescent Drive, South Building, Beverly Hills, California 90210. Name: Platinum Equity Partners IV, LLC (“PEP IV LLC”) Address: c/o Platinum Equity 360 North Crescent Drive South Building Beverly Hills, California 90210 8

Citizenship: U.S. (Delaware) Principal Business: Investments % Interest: Up to approx. 93% (indirectly, as the general partner of Fund IV GP) The sole manager of PEP IV LLC is Tom Gores. Name: Platinum Equity Investment Holdings IV, LLC (“PEIH IV”) Address: c/o Platinum Equity 360 North Crescent Drive South Building Beverly Hills, California 90210 Citizenship: U.S. (Delaware) Principal Business: Investments % Interest: Up to approx. 93% (indirectly, as the sole member of PEP IV LLC) The sole manager of PEIH IV is Tom Gores. Name: Platinum Equity, LLC (“PE LLC”) Address: c/o Platinum Equity 360 North Crescent Drive South Building Beverly Hills, California 90210 Citizenship: U.S. (Delaware) Principal Business: Investments % Interest: Up to approx. 93% (indirectly, as the sole member of PEIH IV) The sole manager of PE LLC is Tom Gores. All the membership interests of PE LLC are held in trust by the Gores Trust dated January 26, 1999, as amended. Tom Gores and Holly Gores, U.S. citizens, are the trustees of the Gores Trust. To the Transferee’s knowledge, no other person or entity, directly or indirectly, owns or controls a ten percent (10%) or greater interest in Transferee. Transferee does not have any interlocking directorates with a foreign carrier. Pursuant to Section 63.24(f)(2)(h) of the Commission’s Rules and the certification in Exhibit B, the Parties certify that the Conversions and resulting transfer of control were pro 9

forma in nature and that, together with all previous pro forma transactions, they did not result in a change in the actual controlling party. Squire Patton Boggs (US) LLP 2550 M Street, N.W. Washington, DC 20037 202-457-6000 (tel) 202-457-6315 (fax) paul.besozzi@squirepb.com peter.bean@squirepb.com Counsel to Transferor, Transferee, and Licensees Dated: January 9, 2018 10

EXHIBIT A Diagrams of the Pre- and Post-Conversion Ownership Structures

Pre-Conversion Corporate Ownership Structure of Licensees* For Ownership of SCRS Parent See Page 3 Exhibit A - Page 1

Post-Conversion Corporate Ownership Structure of Licensees* I For Ownership of SCRS Parent ! See Page 3 L____________________________________________________________ Exhibit A - Page 2

Pre- and Post-Conversion Corporate Ownership Structure of SCRS Parent Co-Trustees: Tom Gores & |_ Gores Trust —> Holly Gores j dated January 26, 1999, as amended V Platinum Equity, LLC Sole Manager: Tom Gores > (Delaware) v Platinum Equity Investment Holdings IV, LLC Sole Manager: Tom Gores f--> (Delaware) V Platinum Equity Partners IV, LLC Sole Manager: Tom Gores -> (Delaware) General ! ______ Partner \|/______________ Platinum Equity Partners IV, L.P. (Delaware) General Unless indicated all ownership percentages are 100%. Exhibit A - Page 3

EXHIBIT B Certification

Certification I, Dennis J. Reinhold, am the Senior Vice President, General Counsel and Secretary of Comiect Acquisition, LLC (“Connect”) and as such, I am authorized to execute this certification on behalf of Connect and its direct and indirect subsidiaries, including Securus Holdings LLC, Securus Technologies Holdings LLC and the Licensees, Securus Technologies, Inc., T-NETIX, Inc., and T-NETIX Telecommunications Services, Inc. hi accordance with 47 C.F.R. § 63.24(f)(ii), I hereby certify that the foregoing notification of pro forma transfer of indirect control was prepared under my direction, supervision and control. I further certify that the transfer of control was pro forma in nature as defined in 47 C.F.R. § 63.24(d) and, taken together with all previous pro forma transactions, did not result in a change in the actual controlling party of the Licensees. I declare under penalty of perjury that the foregoing is time and correct. Executed this ‘jik day of January, 2018. Senior Vice President, General Counsel and Secretary Connect Acquisition, LLC 4000 International Parkway Carrollton, TX 75007 dreinliold@securusteclmologies.com


Document Created: 2018-01-09 09:55:56
Document Modified: 2018-01-09 09:55:56
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC