Transferee Ownership

SUPPLEMENT submitted by The Chillicothe Telephone Company

Section 1.65 Supplement

2018-03-07

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

IBFS_ITCTC2018013100020_1350388

March 7, 2018 VIA ELECTRONIC FILING Marlene H. Dortch, Secretary Federal Communications Commission 445 12th Street, SW, Room TW-A325 Washington, DC 20554 Re: WC Docket 18-17 Domestic Section 214 Application Filed for the Transfer of Control of The Chillicothe Telephone Company and Horizon Technology, Inc. to Horizon Acquisition Parent, LLC IB File No. ITC-T/C-20180131-00020 Application Filed for Consent to the Transfer of Control of International Section 214 Authorization held by The Chillicothe Telephone Company to Horizon Acquisition Parent, LLC Section 1.65 Supplement Dear Ms. Dortch: Horizon Telcom, Inc. (“Transferor”), The Chillicothe Telephone Company (“CTC”), Horizon Technology, Inc. (“HTI” together with CTC, the “Companies”), and Horizon Acquisition Parent, LLC (“Transferee”) (collectively, the “Applicants”), pursuant to Section 1.65 of the Commission’s Rules, supplement the above-referenced Applications to update the anticipated ownership of Transferee upon the consummation of the transactions contemplated therein. Specifically, additional entities have agreed to invest in Horizon Acquisition Parent. Attachment A hereto provides updated post-closing ownership information for Transferee, reflecting these investments. This Attachment A replaces the corresponding information provided in the Section 214 Applications. Please do not hesitate to contact the undersigned with any questions. Respectfully submitted, /s/ /s/ Gerard Duffy Sherrese M. Smith Blooston, Mordkofsky, Dickens, Paul Hastings LLP Duffy & Prendergast, LLP 875 15th Street, NW 2120 L Street, NW, Suite 300 Washington, DC 20005 Washington, DC 20037 Phone: (202) 551-1700 Phone (202) 659-0830 Fax: (202) 551-1705 Fax: (202) 828-5568 sherresesmith@paulhastings.com gjd@bloostonlaw.com Counsel for Transferor Counsel for Transferee

ATTACHMENT A Updated Ownership of Transferee Upon the consummation of the transactions contemplated in the Applications, the following entities will 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. 36.99% 36.99% Québec Investment 375 Roland-Therrien Blvd., Suite 210 Longueuil, Québec J4H 4A6, Canada Novacap International TMT V, L.P.1 26.80% 26.80% Québec Investment Hamilton Lane Co-Investment Fund 11.83% 11.83% Delaware Investment IV Holdings-2 LP One Presidential Blvd, 4th Floor Bala Cynwyd, PA 190042 The Maple Fund L.P. 4.84% 4.84% Delaware Investment One Financial Center Boston, MA 02111 HarbourVest Finance Street L.P. 4.84% 4.84% Cayman Islands Investment One Financial Center Boston, MA 021113 Meranti Fund II L.P. 1.18% 1.18% Cayman Islands Investment One Financial Center Boston, MA 02111 HarbourVest Skew Base AIF L.P. 0.97% 0.97% Scotland Investment Other shareholders, each of whom 12.55% 12.55% -- -- 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 Partners4 0% 99.999% -- -- 1 The address of all Novacap entities is 375 Roland-Therrien Blvd., Suite 210, Longueuil, Québec J4H 4A6, Canada. 2 Unless otherwise indicated, the address of all Hamilton Lane entities is One Presidential Blvd, 4th Floor, Bala Cynwyd, PA 19004. 3 The address of all HarbourVest entities is One Financial Center Boston, MA 02111. 4 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. 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 Partners5 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 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 5 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.

Name and Address Voting Equity Place of Principal Business / Interests Interests Incorporation/ Position Citizenship 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: 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 6. Hamilton Lane Co-Investment Fund IV Holdings-2 LP Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business Hamilton Lane Co-Investment GP 100% 0.0% Delaware Investment IV LLC Hamilton Lane Co-Investment 0% 100% Delaware Investment Fund IV Holdings LP 7. Hamilton Lane Co-Investment Fund IV Holdings LP Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business Hamilton Lane Co-Investment GP 100% 0.0% Delaware Investment IV LLC Hamilton Lane Co-Investment 0% 67.20% Cayman Islands Investment Feeder Fund IV LP c/o Intertrust Fund Services (Cayman) Ltd. 190 Elgin Avenue George Town Grand Cayman KY1-9001 Limited Partners.6 0% 32.80% -- -- 6 The limited partners of Hamilton Lane Co-Investment Fund IV Holdings LP are passive investors, none of which holds an indirect interest in more than 10% of the equity of Transferee.

8. Hamilton Lane Co-Investment Feeder Fund IV LP Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business Hamilton Lane Co-Investment GP 100% 0.0% Delaware Investment IV LLC Limited Partners7 0% 100% -- -- 9. Hamilton Lane Co-Investment GP IV LLC Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business Hamilton Lane Advisors, L.L.C. 100% 100% Delaware Investment 10. The Maple Fund L.P. Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business HarbourVest Maple Associates 100% 0.0% Delaware Investment L.P. Limited Partners8 0% 100% -- -- 11. HarbourVest Maple Associates L.P. Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business HarbourVest GP LLC 100% 0.0% Delaware Investment Limited Partners9 0% 100% -- -- 12. HarbourVest Skew Base AIF L.P. Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business HarbourVest Skew Base GP 100% 0.0% Luxembourg Investment SARL Limited Partners10 0% 100% -- -- 7 The limited partners of Hamilton Lane Co-Investment Feeder Fund IV LP are passive investors, none of which holds an indirect interest in more than 10% of the equity of Transferee. 8 The limited partners of The Maple Fund L.P. are passive investors, none of which holds an indirect interest in more than 10% of the equity of Transferee. 9 The limited partners of HarbourVest Maple Associates L.P. are passive investors, none of which holds an indirect interest in more than 10% of the equity of Transferee. 10 The limited partners of HarvourVest Skew Base AIF L.P. are passive investors, none of which holds an indirect interest in more than 10% of the equity of Transferee.

13, HarbourVest Skew Base GP SARL Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business HarbourVest GP LLC 100% 100% Delaware Investment 14. HarbourVest Finance Street L.P. Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business HarbourVest Finance Street 100% 0.0% Delaware Investment Associates L.P. Limited Partners11 0% 100% -- -- 15. HarbourVest Finance Street Associates L.P. Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business HarbourVest GP LLC 100% 100% Delaware Investment 16. Meranti Fund II L.P. Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business Meranti Associates II L.P. 100% 0.0% Delaware Investment One Financial Center Boston, MA 02111 Limited Partners12 0% 100% -- -- 17. Meranti Associates II L.P. Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business HarbourVest GP LLC 100% 100% Delaware Investment 18. HarbourVest GP LLC Name and Address Voting Equity Place of Principal Interests Interests Incorporation Business HarbourVest Partners LLC 100% 100% Delaware Investment 11 The limited partners of HarbourVest Finance Street L.P. are passive investors, none of which holds an indirect interest in more than 10% of the equity of Transferee. 12 The limited partners of Meranti Fund II L.P. are passive investors, none of which holds an indirect interest in more than 10% of the equity of Transferee.


Document Created: 2018-03-07 16:13:12
Document Modified: 2018-03-07 16:13:12
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