Atlas Connectivity -

SUPPLEMENT submitted by Nicholville Telephone Co., Inc.

Supplement

2018-04-13

This document pretains to ITC-T/C-20180226-00039 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2018022600039_1373330

8300 Greensboro Dr. {703) 584-8ó78 LU KAS Suite 1200 Tysons,VA22lO2 www.¡ccrAw.coM LLGS LAFURIA GUTIERREZ [T SACHS,', April 13,2018 Marlene H. Dortch Secretary Federal Communications Commission 445l2th Street S.W. Washington, D.C. 20554 Re: Supplement to Joint Application of Atlas Connectivity, LLC, Nicholville Telephone Company,Inc., and SLIC Network Solu- tions, fnc., for Authority to Transfer Control of Holders of Do- mestic and International Authorizations Pursuant to Section 214 of the Communications Act of 1934 IB File No s. IT C-T I C -2018022 6-0003 9, IT C -T I C -20 I 80226-00040 Dear Ms. Dortch: In response to information requests made by Commission staff, Atlas Connectivity, LLC ("Atlas"), and its owners (the "Transferee"), together with Nicholville Telephone Company, Inc. ("Nicholville" or the "Compãîy"), and SLIC Network Solutions, Inc. ("SLIC") (collectively, the "Transferors") (with the Transferee and Transferors collectively referred to as the "Applicants"), hereby submit this supplement to their Joint Application for authority to transfer control of domes- tic and international authorizations that was filed February 26,2018, and is pending in the above- captioned proceedings. 1.Voting Interests in Atlas.- No individual member of Atlas management, no individual Atlas employee, and no individual Nicholville shareholder holds a 10 percent or greater voting interest in Atlas. This includes Bradley Pattelli and his family because, although they own an in- direct 13.8 percent equity interest in Atlas,l their Membership Units in Atlas are held by and owned through 5LOOP, LLC ("5LOOP"), and are voted by 5LOOP, the Managing Member of which is Rock Island Capital Fund II, L.P. ("Rock Island"). 2. Ownership Interests in Rock Island.-The following entity is the only entity that has a direct 10 percent or greater equity interest in Rock Island: I The ownership interests of Mr. Pattelli and his family are discussed in the Joint Application at 5.

Marlene H. Dortch Secretary Federal Communications Commission April 13,2018 Page2 Entity Citizenship Address Principal Business Ownership M2 NY Pioneer Delaware 180 N. Stetson Avenue, Private Equity 21.9% Fund I, L.P.2 Limited Suite 1320, Chicago, Investor Partnership Illinois 60601 3. Ownership Interests in M2 NY Pioneer.-The following entity is the only entity that has a direct 10 percent or greater equity interest in M2 NY Pioneer Fund I, L.P. ("M2 NY Pioneer"): Entity Citizenship Address Principal Business Ownership New York State New York 633 3rd Avenue, #31, New Public Pension Plan t00.0% Common Pension Fund York, New York 10017 Retirement Fund ("NYSCR¡t"¡: 4. Rock Island Partners and Co-Investors.-No Rock Island partner or co-investor, other than M2 NY Pioneer (see above), has a direct ownership interest of 10 percent or greater in Rock Island. Neither M2 NY Pioneer nor any other Rock Island partner or co-investor has any voting interest in Rock Island. All voting interests in Rock Island are controlled by RIC GP II, LLC ("RIC GP II"), the general partner for Rock Island, which is incorporated in the State of Delaware. The managing members of RIC GP II are Patrick Hartman, Alfred Mattaliano and Michael Nugent, all of whom are U.S. citizens. Neither Rock Island, RIC GP II, nor any managing member of RIC GP II, has a disclosable equity or voting interest in any other FCC-regulated entity. We also reit- erate that no other individual, partner, co-investor, or entity holds a direct interest in Rock Island that would result in any such individual, partner, co-investor, or entity having a 10 percent or greater ownership interest in Atlas.a 2 Silver Star G.P., LLC ("Silver Star"), a Delaware limited liability company, is the general partner of M2 NY Pioneer Fund I, L.P. and holds all voting interests. Muller & Monroe Asset Management, LLC ("Muller & Monroe"), a Delaware limited liability company, is the managing partner of Silver Star. André Rice, a U.S. citizen, is the President of Muller & Monroe. Irwin C. Loud, III, Alfred D. Sharp, Shannon L. Warland and Marcia Markowitz are all Managing Directors of Muller & Monroe and are all U.S. citizens. Silver Star has no disclosable equity or voting interest in any other FCC-regulated entity. 3 The NYSCRF is the third largest public pension plan in the nation with an audited value of $ 192.4 billion in assets held in trust for the retirement security of the more than one million members of the New York State and Local Retirement Systems. New York State Comptroller Thomas P. DiNapoli is directly account- able for the performance, oversight and management of the NYSCRF. a See JointApplication at 6.

Marlene H. Dortch Secretary Federal Communications Commission April 13,2018 Page 3 Interests in FCC- Enti than its 100 percent ownership interest in SLIC and Nicholville Telco LLC ("Nicholville Telco"),s Atlas does not have an equity or voting interest of 10 percent or greater in any FCC-regulated entity. Other than their ownership interests in Atlas (which has a 100 percent ownership interest in SLIC and Nicholville Telco),6 neither M2 NY Pioneer, Silver Star, Rock Island, RIC GP II, 5LOOP, nor Bradley Pattelli and his family has an equity or voting interest of 10 percent or greater in any FCC-regulated entity, nor do any of these entities or persons have an equity or voting interest of 10 percent or greater in any FCC-regulated entity that overlaps with SLIC or Nicholville Telco. 6. Foreign Ownership Interests.-No foreign individual, government, corporation, or other entity has a 10 percent or greater equity or voting interest in the Applicants, 5LOOP, Rock Island, RIC GP Il,M2 NY Pioneer, Silver Star or the New York State Common Retirement Fund. 7. State of Incorporation.-Both Nicholville and SLIC are incorporated in the State ofNew York. Atlas, 5LOOP, Rock Island, RIC GP II, M2 NY Pioneer and Silver Star are incorporated in the State of Delaware. Also, please find attached a revision to the Exhibit that accompanied the Joint Application ("Corporate Structures Before and After Reorganization"). The revision depicts all direct equity ownership interests in Atlas, 5LOOP, Rock Island and M2 NY Pioneer, that equal or exceed 10 percent. 5 Nicholville Telco will be formed as part of the acquisition and reorganization ofthe Company, will receive the customers and other assets of Nicholville, and will perform the rural local exchange carrier operations currently carried out by Nicholville. See id. at 6-8. 6 See id. at 76.

Marlene H. Dortch Secretary Federal Communications Commission April 13,2018 Page 4 Please do not hesitate to contact the undersigned if there are any further questions Respectfully submitted, ¿{*ggge- Todd B. Lantor John Cimko LutrAS, LlFuRre, GurreRRez & Sncgs, r.lp 8300 Greensboro Drive, Suite 1200 Tysons, Virginia 22102 (703) s84-8678 Counsel to Atlas Connectivity, LLC, Nicholville Telephone Company, Inc., and SLIC Network Solutions, Inc. Attachment

Nicholville Telephone company, lnc. Reorganization PRE - REORGANIZATION Nicholville Telephone Gompany, lnc. '100% lnvestor in M2 NY Pioneer Fund l, L.P. Nicholville Telephone Gompany,lnc. (Regulated ILEC) Owns 21 .9% of Rock lsland CafiH Fund ll, L.P Owns 76% of Owns 24% of 5LOOP SLOOP 100% Wholly Owned SLIC Network Solutions, lnc. (cLEC) 57.60lo of Atlas 34.5% of Atlas * Contemporaneously with the transfer of control, the Section 214 Domestic and lnternational Authorizations held by Nicholville Telephone Company, lnc. will be assigned to Nicholville Telco LLC, 100% owned 1007o owned which will be a wholly owned subsidiary of Atlas Connectivity, LLC. by Atlas by Atlas


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Document Modified: 2019-04-14 11:52:43
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