Attachment Attachment 1

This document pretains to ITC-T/C-20180131-00020 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2018013100020_1332401

ATTACHMENT 1 APPLICATION TO TRANSFER CONTROL OF HOLDER OF INTERNATIONAL SECTION 214 AUTHORIZATION This application seeks Commission consent under Section 214 of the Communications Act of 1934, as amended (the “Act”), and Section 64.24 of the Commission’s rules to transfer control of The Chillicothe Telephone Company (“CTC”), a holder of international Section 214 authorization with file number ITC-214-20180110-00003 and a direct, wholly-owned subsidiary of Horizon Telcom, Inc. (“Horizon” or “Transferor”), to Horizon Acquisition Parent, LLC (“Transferee” or “Parent”). As explained further below, grant of this application serves the public interest. On January 26, 2018, Transferor and Transferee filed an application with the Wireline Competition Bureau, pursuant to Section 63.04 of the Commission’s rules, seeking Commission consent to the transfer of control of domestic Section 214 authorizations held by CTC and Horizon Technology, Inc., also a direct, wholly-owned subsidiary of Horizon (together with CTC, the “Companies”). Responses to certain questions set forth in the application’s electronic form are as follows: Answers to Question 10 Contact information for both Transferor and Transferee: Transferor Contact Information: Transferee Contact Information: William A. McKell, President Thadeus J. Mocarski Horizon Telcom, Inc. Josiane Turcotte 68 East Main Street Horizon Acquisition Parent, LLC P.O. Box 480 375 Roland-Therrein Blvd., Suite 210 Chillicothe, Ohio 45601-0480 Longueuil, Québec, J4H 4A6, Canada Phone: (740) 772-8200 Phone: (450) 651-5000 Fax: (740) 774-3400 Fax: (450) 651-7585 With a copy to: With a copy to: Gerard J. Duffy Sherrese M. Smith Blooston, Mordkofsky, Dickens, Andrew J. Erber Duffy & Prendergast, LLP Paul Hastings LLP 2120 L Street, NW, Suite 300 857 15th Street, N.W. Washington, DC 20037 Washington, D.C. 20005 Phone: (202) 659-0830 Phone: (202) 551-1700 Fax: (202) 828-5568 Fax: (202) 551-1705 gjd@bloostonlaw.com sherresesmith@paulhastings.com andrewerber@paulhastings.com

International Section 214 Application for Transfer of Control Attachment 1 Place of Organization Horizon Telcom, Inc. and The Chillicothe Telephone Company are each corporations organized under the laws of the State of Ohio. Horizon Acquisition Parent, LLC is a limited liability company organized under the laws of the State of Delaware. Horizon Acquisition Merger Sub, Inc. is a corporation organized under the laws of the state of Ohio. International Section 214 Authority: CTC holds an international Section 214 authorization to provide global international resold services under IB File No. ITC-214-20180110-00003. Transferee does not hold any international Section 214 authorizations. Answer to Question 11 Transferor: The name, address, citizenship and principal business of the sole entity having a direct or indirect ownership and/or voting interest of ten percent (10.0%) or more in the equity and voting power of The Chillicothe Telephone Company (“CTC”) are: Name & Address % Equity/Voting Citizenship Principal Business Horizon Telcom, Inc. 100.0% Ohio Telecommunications 68 East Main Street Corporation Chillicothe, OH 45601 In turn, the names, addresses, citizenship and principal businesses of the entities having a direct or indirect ownership and/or voting interest of ten percent (10.0%) or more in the equity and voting power of Horizon Telcom, Inc. (“Horizon”) are: Name & Address % Equity/Voting Citizenship Principal Business McKell Family Trust Equity: 11.7% Ohio Investments David McKell, Trustee Voting: 10.7% Trust 68 East Main Street Chillicothe, OH 45601 Joseph S. McKell Equity: 10.7% Ohio Investments Revocable Living Trust Voting: 9.8% Trust Mary G. McKell, Trustee 68 East Main Street Chillicothe, OH 45601 None of the other approximately 283 shareholders of Horizon Telcom, Inc. holds a direct or indirect ownership and/or voting interest of ten percent (10.00%) or more in the equity and voting power of the company. 2

International Section 214 Application for Transfer of Control Attachment 1 David McKell is the brother of Joseph S. McKell, who is the husband of Mary G. McKell. Transferee: The following entities currently hold, directly or indirectly, a ten percent (10%) or greater equity interest in Transferee: 1. Horizon Acquisition Parent, LLC Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business Novacap TMT V, L.P. 55.49% 55.49% Québec Investment 375 Roland-Therrien Blvd., Suite 210 Longueuil, Québec J4H 4A6, Canada Novacap International TMT V, 40.20% 40.20% Québec Investment L.P.1 Other shareholders, each of whom 4.31% 4.31% -- -- holds less than a 10% interest 2. Novacap TMT V, L.P. Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business Novacap Management Inc. 100% 0.001 % Québec Investment Limited Partners2 0% 99.999% -- -- 3. Novacap International TMT V, L.P. Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business Novacap Management Inc. 100% 0.001 % Québec Investment Limited Partners3 0% 99.999% -- -- 4. Novacap Management Inc. For purposes of controlling Novacap TMT V, L.P.’s interest in Transferee, the Board of Directors of Novacap Management Inc. has delegated to the TMT Investment Committee all 1 The address of all Novacap entities is 375 Roland-Therrien Blvd., Suite 210, Longueuil, Québec J4H 4A6, Canada. 2 The limited partners of Novacap TMT V, L.P. are passive investors, none of which holds an indirect interest in more than 10% of the equity of Transferee. 3 The limited partners of Novacap International TMT V, L.P. are passive investors, none of which holds an indirect interest in more than 10% of the equity of Transferee. 3

International Section 214 Application for Transfer of Control Attachment 1 decision-making authority in connection with its role as the general partner of Novacap TMT V, L.P. in relation to its interest in Transferee. The members of the TMT Investment Committee are included in the following table, and the majority of the members are also shareholders of Novacap Fund Management Inc., the corporate parent of Novacap Management Inc., which holds 100% of the voting interests in Novacap Management Inc. Equity interests are indirectly held by the TMT Investment Committee members, as presented in the following table. Name and Address Voting Equity Place of Principal Business / Interests Interests Incorporation/ Position Citizenship Novacap Fund 100% 0% Québec Investment Management Inc. Pascal Tremblay 0% 21.38% Canada Member of TMT Investment Committee Stéphane Tremblay 0% 17.98% Canada Member of TMT Investment Committee Thadeus Mocarski 0% 14.61% US Member of TMT Investment Committee François Laflamme 0% 14.61% Canada Member of TMT Investment Committee Étienne Antoine Veilleux 0% 11.72% Canada Member of TMT Investment Committee Other TMT Investment 0% 3% -- -- Committee Members, each of whom holds less than a 10% voting interest Other non-TMT Investment 0% 16.7% -- -- Committee Members, each of whom holds less than a 10% equity interest 5. Novacap Fund Management Inc. Voting interests expressed below relate to each individual’s voting interest in Novacap Fund Management Inc. as such interest relates to Novacap Management Inc.’s role as the general partner of Novacap TMT V, L.P. in relation to its interest in Transferee: 4

International Section 214 Application for Transfer of Control Attachment 1 Name and Address Voting Equity Citizenship Position Interests Interests Pascal Tremblay 25% 0% Canada Shareholder Stéphane Tremblay 25% 0% Canada Shareholder Thadeus Mocarski 25% 0% US Shareholder François Laflamme 25% 0% Canada Shareholder Answer to Question 13 Description of Transaction and Public Interest Statement Horizon is a telecommunications holding company organized under the laws of Ohio that is owned and controlled by various members and associates of the McKell family. CTC, a wholly-owned subsidiary of Horizon which traces its roots back to 1895, is an incumbent local exchange carrier that provides interstate exchange access and interstate interexchange services to customers in ten exchanges within portions of the counties of Ross, Pike, Pickaway, Jackson, Hocking, and Vinton in central Ohio. Transferee is a limited liability company formed under the laws of Delaware. Transferee is controlled by its majority shareholder, Novacap TMT V, L.P., a limited partnership formed under the laws of the Province of Quebec (“TMT V”), an entity that is ultimately controlled by certain principals of Novacap Management Inc. (“Novacap”). Novacap is a leading North American-based private equity group founded in 1981 and has extensive experience purchasing, owning and operating diverse businesses. Novacap does not currently control any FCC- regulated telecommunications operations. Pursuant to the Agreement and Plan of Merger by and among Transferor, Transferee, and Horizon Acquisition Merger Sub, Inc., an Ohio corporation (“Merger Sub”), dated as of January 25, 2018 (the “Agreement”), the Applicants propose to transfer control of the Section 214 authorizations held by the Companies through a reverse triangular merger, wherein Merger Sub is formed by Transferee for the purpose of merging with Horizon, which will be the survivor of the merger transaction (the “Transaction”). Specifically, Transferee has formed Merger Sub, which will merge with Horizon in accordance with the corporate law of the State of Ohio. As a result of the proposed Transaction, Transferor will become a direct, wholly-owned subsidiary of Transferee. The Applicants will also make necessary filings with state telecommunications regulators with respect to this Transaction. After the proposed Transaction, the Companies will continue to operate in the same service territories, and will in the immediate future continue to provide services to their customers under the same rates and on the same terms and conditions following the Transaction as they currently do today. There are no plans in place to transfer any of the Companies’ customers to a new carrier or to change any customer service or billing contact information as a result of the Transaction. Accordingly, the proposed Transaction will be transparent to consumers. 5

International Section 214 Application for Transfer of Control Attachment 1 Applicants submit that the proposed Transaction is consistent with the public interest. The proposed ownership structure and investment participation will enable the continued provision of high-quality communications services to the Companies’ customers. Consummation of the proposed Transaction should enhance the ability of the Companies to innovate and provide advanced network services to their customers, which will in turn advance the telecommunications and information infrastructure of the states in which the Companies operate and those states’ economic health. Moreover, the Transaction will be conducted in a manner that will be transparent to the Companies’ customers. The Transaction will not result in any immediate change of carrier for customers or any assignment of authorizations, and in no event will it result in the discontinuance, reduction, loss, or impairment of service to customers. Following consummation of the Transaction, the Companies will continue to provide high-quality communications services to their customers without interruption and without immediate change in rates, terms or conditions. Answer to Question 20 This application qualifies for streamlined processing under Section 63.12 of the Commission’s rules. In particular, Section 63.12(c)(1) is inapplicable because none of the Applicants is affiliated with any foreign carriers, and none of the scenarios outlined in Section 63.12(c) of the Commission’s rules applies. 6


Document Created: 2018-01-31 14:02:09
Document Modified: 2018-01-31 14:02:09
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