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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