Application Form [pdf] ITC-T/C-20180605-00104

Application Form [pdf]

This document pretains to ITC-T/C-20180605-00104 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2018060500104_1413029

Before the
FEDERAL COMMUNICATIONS COMMISSION
Washington, D.C. 20554

)
In the Matter of )
)
Platinum Equity, LLC, 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 )
)
Platinum Equity Investment Holdings IV )
Manager, 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, collectively,

“Licensees”), Platinum Equity, LLC (“PE LLC” or “Transferor”) and Platinum Equity Investment

Holdings IV Manager, LLC (“PEIH IV Manager” or “Transferee,” and, together with Transferor

and the Licensees, 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 that occurred on June 1, 2018 as a result of a corporate reorganization that resulted

in the replacement of three indirect holding companies in the chain of ownership directly below

to SCRS Acquisition and its parent companies on October 30, 2017.1 For the pre- and post-

Reorganization ownership structure charts of the Licensees, please see Exhibit A.

III. DESCRIPTION OF THE REORGANIZATION

This Notification is filed in connection with a corporate reorganization that resulted in the

replacement of three indirect holding companies in the chain of ownership directly below

Transferor with a single new holding company. Specifically, each of the following holding

companies were removed:

1) Platinum Equity Investment Holdings, LLC, a Delaware limited liability company;
2) Platinum Equity Investment Holdings IC (Cayman), LLC, a Delaware limited
liability company; and
3) Platinum Equity InvestCo, L.P., a Cayman Islands exempted limited partnership.

In place of the foregoing holding companies, PEIH IV Manager was inserted into the

indirect ownership chain directly below the Transferor. The Reorganization was the result of a

business decision to consolidate and simplify the ownership structure below PE LLC. The

Reorganization had no effect on the de jure or de facto management or control of PE LLC in the

Licensees. Again, the Parties have attached pre- and post-Reorganization ownership structure

charts reflecting the Reorganization in Exhibit A.

The Reorganization did not affect the ongoing and safe operations of the facilities and

services provided by the Licensees. Following the Reorganization, the Licensees have remained

1
See In the Matter of Joint 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, 32 FCC Rcd 9564 (rel. Oct. 30, 2017).

3

and will continue to remain technically, managerially, and financially qualified to provide the

relevant services in accordance with their authorizations. The Reorganization had no adverse

impact on the customers of the Licensees. The Licensees have continued to provide services to

the same extent, at the same rates, and on the same terms and conditions as were in effect before

the Reorganization. As the Reorganization occurred at the upper tier holding company level, the

Reorganization has been wholly transparent to customers. The Licensees are and will continue to

be indirect, wholly-owned subsidiaries of SCRS Acquisition. Moreover, Fund IV is and will

continue to be the ultimate majority owner of Licensees. The only change in the Licensees’

indirect ownership was the replacement of three holding companies near the very top of the

ownership chain with a single entity. The Reorganization had no effect on the de jure or de facto

management or control over the Licensees. As a result, the Reorganization and resulting transfer

of control were entirely 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:

Platinum Equity, LLC FRN: 0027536671
360 North Crescent Drive
South Building
Beverly Hills, CA 90210
310-712-1850

Licensees:

Securus Technologies, Inc. FRN: 0006222319
T-NETIX, Inc. FRN: 0010421980
T-NETIX Telecommunications Services, Inc. FRN: 0005098199
4000 International Pkwy.

4

Name: Platinum Equity SCRS Co-Investors, LLC (“SCRS Co-
Investors”)
Address: c/o Platinum Equity, LLC
360 North Crescent Drive
South Building
Beverly Hills, California 90210
Citizenship: U.S. (Delaware)
Principal Business: Investments
% Interest: Approx. 20.41% equity interest and 0% voting interest
(indirectly, as approximately 20.41% equity owner of
SCRS Parent)

SCRS Co-Investors holds no voting shares of SCRS Parent and is a
passive investment vehicle for co-investors. None of the co-investors
own, directly or indirectly, 10% or more of the equity of the Licensees.

Name: Platinum Equity Partners IV, L.P. (“Fund IV GP”)
Address: c/o Platinum Equity, LLC
360 North Crescent Drive
South Building
Beverly Hills, California 90210
Citizenship: U.S. (Delaware)
Principal Business: Investments
% Interest: Approx. 68.32% (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.

Name: Platinum Equity Partners IV, LLC (“PEP IV LLC”)
Address: c/o Platinum Equity, LLC
360 North Crescent Drive
South Building
Beverly Hills, California 90210
Citizenship: U.S. (Delaware)
Principal Business: Investments
% Interest: Approx. 68.32% (indirectly, as the general partner of Fund
IV GP)

The sole manager of PEP IV LLC is Tom Gores, a U.S. citizen who can be
reached through Platinum Equity, LLC, 360 North Crescent Drive, South
Building, Beverly Hills, California 90210.

Name: Platinum Equity Investment Holdings IV, LLC
(“PEIH IV”)
Address: c/o Platinum Equity, LLC
360 North Crescent Drive

9

Pre- and Post-Reorganization Ownership Structure of Licensees*

Platinum Equity Capital Partners IV, L.P.
(“Fund IV”)** Management3
Platinum SCRS
Principals, LLC2
0% voting
93% voting
6.13% equity
68.32% equity

7% voting Platinum Equity SCRS Co-
5.14% equity
Investors, LLC4
0% voting
SCRS Holding Corporation 20.41% equity

("SCRS Parent")
* The entities listed herein only include Connect and its 1. All ownership is voting and equity unless indicated
subsidiaries that (1) hold authorization to provide intrastate, 100% otherwise.
interstate, international or wireless telecommunications
services or (2) are in the chain of ownership of those entities. SCRS Intermediate Holding Corporation 2. Platinum SCRS Principals, LLC is a co-investment vehicle
The chart excludes subsidiaries Securus Parent that do not comprised of Platinum employees and their friends and family.
100%
hold authorization to provide telecommunications services in 3. Comprised of various management individuals of Securus.
the United States. SCRS Intermediate Holding II Corporation
4. Platinum Equity SCRS Co-Investors, LLC is a co-investment
** See pages 2-3. 100% aggregator vehicle (the "Aggregator") that contributed co-
investors' capital into SCRS Parent. The Aggregator holds no
SCRS Acquisition Corporation
voting shares of SCRS Parent and is a passive investment
100% vehicle for co-investors. None of the co-investors (i.e.,
members of the Aggregator) own 10% or more of the equity of
Connect Acquisition, LLC (“Connect”) the licensee on a look-through aggregate basis. The Senior
100% Managing Member of the Aggregator is Platinum Equity
Partners IV, L.P.
Securus Holdings, LLC
100%
Securus Technologies Holdings, LLC

100% 100%

Securus Technologies, Inc. T-NETIX, Inc.
(“Securus”) (“TNI”)

100% 100%

T-NETIX Telecommunications
CellBlox
Services, Inc.
Acquisitions, LLC
(“TNTS”)

Exhibit A – Page 1

Document Created: 2019-04-05 08:02:39
Document Modified: 2019-04-05 08:02:39

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