Attachment Narrative

This document pretains to ITC-T/C-20180605-00105 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2018060500105_1413014

                                   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


Transferor with a single new holding company (the “Reorganization”).           In support of this

Notification, the Parties provide the following information:

II.    DESCRIPTION OF THE PARTIES

       A.      Transferee and Transferor

       PEIH IV Manager is a Delaware limited liability company that, as a result of the

Reorganization, is the sole manager of Platinum Equity Investment Holdings IV, LLC. PE LLC,

which was designated as the Transferor for purposes of this Notification, is a Delaware limited

liability company and the ultimate controller of Platinum Equity Capital Partners IV, L.P., a

Delaware limited partnership (“Fund IV”), which is and will continue to be the ultimate majority

owner of the Licensees. As set forth in Exhibit A, the Transferee is wholly-owned by Transferor

and will continue to be so owned.

       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. The Licensees are and will continue to be wholly-

owned indirect subsidiaries of SCRS Acquisition Corporation, a Delaware corporation (“SCRS

Acquisition”). The Commission previously approved the transfer of indirect control of Licensees




                                                2


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


                  Carrollton, TX 75007
                  972-277-0700

           Transferee:

                  Platinum Equity Investment Holdings IV            FRN: 0027589365
                          Manager, LLC
                  c/o Platinum Equity, LLC
                  360 North Crescent Drive
                  South Building
                  Beverly Hills, CA 90210
                  310-712-1850

           (b)    Jurisdiction of Organizations:

           Transferor:   Transferor is a limited liability company 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 10) Correspondence concerning this Notification should be

sent to:

For the Parties:
           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 and Transferor to:
           Eva M. Kalawski
           General Counsel and Secretary
           c/o Platinum Equity, LLC


                                                   5


       360 North Crescent Drive
       South Building
       Beverly Hills, California 90210
       ekalawski@platinumequity.com

And a copy for Licensees to:

       Mary Ann Sigler
       Vice President & Treasurer
       Securus Technologies, Inc.
       c/o Platinum Equity, LLC
       360 North Crescent Drive
       South Building
       Beverly Hills, California 90210
       msigler@platinumequity.com

       (d)    Section 214 Authorizations

       Transferor:    Transferor does not hold international Section 214 authority.

       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 Reorganization as calculated

pursuant to the Commission’s ownership attribution rules for wireline and international

telecommunications carriers:




2
 Unless otherwise indicated, the ownership interests provided herein represent both equity and
voting interests.

                                                6


Post-Reorganization Ownership of the Licensees

       The following entity currently owns 100 percent (100%) of TNTS:

              Name:                 T-NETIX, Inc. (“TNI”)
              Address:              4000 International Pkwy.
                                    Carrollton, TX 75007
              Citizenship:          U.S. (Delaware)
              Principal Business:   Telecommunications
              % Interest:           100% (directly in TNTS)

       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 and, as to TNTS,
                                    indirectly as 100% owner of TNI)

       The following entities currently own and will continue to own 100 percent (100%) of STH:

              Name:                 Securus Holdings, LLC (“Holdings”)
              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 Holdings)

       Post-Reorganization 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 (“SCRS AC”)
              Address:              c/o Platinum Equity, LLC
                                    360 North Crescent Drive
                                    South Building
                                    Beverly Hills, California 90210


                                              7


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, LLC
                      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 AC)

Name:                 SCRS Intermediate Holding Corporation
                      (“SCRS Int-Holding”)
Address:              c/o Platinum Equity, LLC
                      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 II)

Name:                 SCRS Holding Corporation (“SCRS Parent”)
Address:              c/o Platinum Equity, LLC
                      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:              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% of the equity interest and 93% voting
                      interest (indirectly, as approximately 68.32% equity owner
                      of SCRS Parent, with 93% of the voting shares)

        No limited partner of Fund IV has a 10% or greater interest in SCRS
        Parent through Fund IV.


                                8


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


                                      South Building
                                      Beverly Hills, California 90210
               Citizenship:           U.S. (Delaware)
               Principal Business:    Investments
               % Interest:            Approx. 68.32% (indirectly, as the sole member of PEP IV
                                      LLC)

                       The sole manager of PEIH IV is PEIH IV Manager.

               Name:                  Platinum Equity Investment Holdings IV Manager, 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 sole manager of PEIH
                                      IV)

                       The sole manager of PEIH IV Manager is Mary Ann Sigler, Chief
                       Financial Officer of PE LLC.

               Name:                  Platinum Equity, LLC (“PE LLC”)
               Address:               360 North Crescent Drive
                                      South Building
                                      Beverly Hills, California 90210
               Citizenship:           U.S. (Delaware)
               Principal Business:    Investments
               % Interest:            Approx. 68.32% (indirectly, as the sole member of PEIH
                                      IV Manager)

                       The sole manager of PE LLC is Tom Gores. The sole member of PE LLC
                       is 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)(ii) of the Commission’s Rules and the certification in

Exhibit B, the Parties certify that the Reorganization and resulting transfer of control was pro



                                                 10


forma in nature and that, together with all previous pro forma transactions, did not result in a

change in the actual controlling party.




                                                    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

                                                    Counsel to the Parties

Dated: June 5,2018




                                               11


                           Exhibit A

Diagrams of the Pre- and Post-Reorganization Ownership Structures


                               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


                                             Pre-Reorganization Ownership Structure of Fund IV

                            Co-Trustees: Tom Gores &                   Gores Trust
                                          Holly Gores       dated January 26, 1999, as amended         demonstrates control / management
                                                                                                       demonstrates ownership


                             Sole Manager: Tom Gores                Platinum Equity, LLC
                                                                        (“Transferor”)




                            Sole Manager: Tom Gores       Platinum Equity Investment Holdings, LLC




                                                            Platinum Equity Investment Holdings IC
                       Sole Manager: Mary Ann Sigler
                                                                       (Cayman), LLC

                                                                  General
                                                                  Partner


                                                               Platinum Equity InvestCo, L.P.




                            Sole Manager: Tom Gores      Platinum Equity Investment Holdings IV, LLC



                            Sole Manager: Tom Gores            Platinum Equity Partners IV, LLC
                                                                  General
                                                                  Partner

                                                              Platinum Equity Partners IV, L.P.

                                                                  General
                                                                  Partner


                                                          Platinum Equity Capital Partners IV, L.P.
                                                                         (Delaware)
                                                                            (“Fund IV”)
Unless indicated all ownership percentages are 100%.


                                                                     Exhibit A – Page 2


                                          Post-Reorganization Ownership Structure of Fund IV

                          Co-Trustees: Tom Gores &                   Gores Trust
                                        Holly Gores       dated January 26, 1999, as amended         demonstrates control / management
                                                                                                     demonstrates ownership



                                                                  Platinum Equity, LLC
                           Sole Manager: Tom Gores
                                                                      (“Transferor”)




                                                         Platinum Equity Investment Holdings IV
                      Sole Manager: Mary Ann Sigler                 Manager, LLC
                                                                     (“Transferee”)

                                                                 Sole
                                                                Manager


                                                       Platinum Equity Investment Holdings IV, LLC




                         Sole Manager: Tom Gores            Platinum Equity Partners IV, LLC

                                                                General
                                                                Partner
Unless indicated all ownership percentages are 100%.
                                                            Platinum Equity Partners IV, L.P.

                                                                General
                                                                Partner

                                                        Platinum Equity Capital Partners IV, L.P.
                                                                       (Delaware)
                                                                          (“Fund IV”)




                                                                   Exhibit A – Page 3


 Exhibit B

Certification


1st



Document Created: 2018-06-05 11:01:17
Document Modified: 2018-06-05 11:01:17

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