Attachment Arena One ITC-T/C-20191022-00172

Attachment Arena One

This document pretains to ITC-T/C-20191022-00172 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2019102200172_1973080

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

In the Matter of )
)
Arena One, LLC )
Transferor )
)
and )
)
Thompson Street Capital Partners V, L.P. )
Transferee )
)
Application for Consent to Transfer )
Control of International Authorizations )
Pursuant to Section 214 of the )
Communications Act of 1934, As Amended )

APPLICATION TO TRANSFER CONTROL OF INTERNATIONAL SECTION 214
AUTHORIZATION

Pursuant to Section 214 of the Communications Act of 1934, as amended (“the Act”),1

and Sections 16.18, and 63.24 of the Commission’s rules,2 Arena One, LLC (“Arena One,”

“Licensee,” or “Transferor”) and Thompson Street Capital Partners V, L.P. (“Thompson Street”

or “Transferee”) request the Commission’s consent to the transfer of control of Arena One to

Thompson Street. Arena One holds international Section 214 authority. As further described

below, the proposed transfer of control will serve the public interest by preserving and enhancing

1
47 U.S.C. § 214.
2
47 C.F.R. §§ 16.18 and 63.24.

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competition that benefits Arena One’s business consumers who have access to voice, telephone,

and data services. These benefits include competitive pricing and increased availability of a

variety of service options, enabling Arena One to better serve its customers and compete more

effectively in the marketplace. Therefore, a grant of this Application will further the public

interest.

The Applicants request streamlined processing of the Application pursuant to Section

63.12 of the Commission’s rules.3 The Application is eligible for streamlined processing

pursuant to Section 63.12 of the Commission’s Rules because Subsections 63.12(c)(1)-(3) do not

apply to the Applicants.

I. DESCRIPTION OF THE PARTIES

A. Arena One

Arena One (FRN: 0012744975) is a limited liability company organized under the laws

of the state of New York. Arena One provides voice, telephone, and data services to small and

mid-sized retail businesses. It offers interconnected VoIP, broadband access, and other services

to its customers.

B. Thompson Street

Thompson Street (FRN: 0027765478) is part of a St. Louis, Missouri-based privately

held investment firm and is a limited partnership. The firm specializes in growth capital,

recapitalizations, management buyouts, and private investments in middle market companies.

Thompson Street invests in companies to ensure that they are positioned for continued growth in

3
47 C.F.R. § 63.12.

2

their markets. Thompson Street holds an approximately 70% indirect voting and equity interest

in two other Section 214 holders: BCM One, Inc. and SIP.US LLC.4

II. DESCRIPTION OF THE TRANSACTION

On October 21, 2019, Thompson Street and the owners of Arena One signed a

Membership Interests Purchase Agreement (“MIPA”) for Thompson Street (together with its co-

investors) to acquire Arena One. Pursuant to the MIPA, Arena One will be acquired by BCM

One Group Holdings, Inc.5 (“Holding Company”), a Delaware corporation, either directly or

indirectly through one of its wholly-owned subsidiaries, including SIPTRUNK Inc.6 Thompson

Street holds approximately 70% of the equity and voting interests in the Holding Company. The

remaining approximately 30% of the Holding Company is held separately and independently by

certain individual investors, certain lender co-investors, and other commercial partners. Except

for Thompson Street, no interest holder ultimately has equity or voting shares of 10% or greater

in the Holding Company.

Thompson Street Capital Partners V, L.P. is a Delaware Limited Partnership. Its general

partner is Thompson Street Capital V GP, L.P. No limited partner in Thompson Street Capital

4
See BCM One, Inc. ITC-214-20020327-00146; SIP.US LLC ITC-214-20180815-00163.
5
BCM One Group Holdings, Inc. also holds a 100% interest in BCM One, Inc., and SIP.US
LLC., entities that hold domestic and international Section 214 authorizations.

6
Whether Holding Company acquires Arena One directly or indirectly is subject to additional
input from Holding Company’s expected financing sources. Other than the presence of the
intervening subsidiary, the vertical ownership chain will remain the same and Arena One will be
subject to the control of Thompson Street under either approach.

3

Partners V, L.P. owns more than 10% of the equity of Thompson Street Capital Partners V, L.P.

All limited partners are insulated, pursuant to the Commission’s rules.7

Thompson Street Capital V GP, L.P. is a Delaware Limited Partnership. Its general

partner is Thompson Street Capital LLC. One of its limited partners, Thompson Street Capital

Manager LLC, a Delaware limited liability company, owns approximately 16.9% of the equity of

Thompson Street Capital V GP, L.P. The only other limited partners that own more than 10% of

the equity of Thompson Street Capital V GP, L.P. are James A. Cooper and Robert C. Dunn. All

limited partners are U.S. citizens or U.S. entities.

Thompson Street Capital LLC is a Delaware Limited Liability Company. Its sole

member is James A. Cooper, a U.S. citizen.

Thompson Street Capital Manager LLC is a Delaware Limited Liability Company.

Currently, its members are James A. Cooper and Robert C. Dunn. All members are U.S. citizens.

III. PUBLIC INTEREST STATEMENT

The proposed transaction will advance the public interest. The transfer of control will not

involve any assignment of operating authority, assets, or customers. In addition to access to

additional capital, the Licensee will benefit from Thompson Street’s financial and managerial

expertise to better serve its existing customers and compete more effectively in the marketplace.

Services will continue to be provided by experienced and qualified personnel.

Upon closing, the Licensee will continue to provide competitive and innovative services

to existing customers at the same rates, terms, and conditions and will have no adverse effects

7
See 47 C.F.R. § 1.5003.

4

upon competition in any areas where Licensee provides telecommunications services in the

United States or abroad. Market conditions will determine any future changes in the rates, terms,

or conditions of service and will only be undertaken in a manner consistent with any applicable

federal and state rules and regulations. The transaction is not intended—or expected to—result

in the discontinuance, reduction, loss or impairment of service to any customer.

The proposed transaction also will not harm competition. Only a small percentage of the

nation’s telecommunications services are provided by Arena One, even if combined with BCM

One, Inc.’s and SIP.US LLC’s customers. Moreover, the market for telecommunications

services is fiercely competitive among these types of providers. In all cases, the affected markets

will continue to be served by a dominant local exchange carrier that is not a party to the

transaction.

IV. INFORMATION REQUIRED BY 47 C.F.R. § 63.18 AND THE IBFS SECTION
214 MAIN FORM

The Applicants submit the following information, pursuant to 47 C.F.R. § 63.18 and the

IBFS Section 214 Main Form, in support of their request for consent to transfer control of the

Licensee—which holds international Section 214 authority—to Thompson Street:

A. Contact Information – Answer to Question 10 (Section 63.18(c)-(d))

Correspondence concerning this Application should be directed to:

For Transferor and the Licensee: For Transferee:

Dennis Arena Brian R. Kornmann
CTO Managing Director
Arena One, LLC Thompson Street Capital Partners V, L.P.
1430 Broadway, Ste 705 120 S. Central Avenue, Suite 600
New York, NY St. Louis, Missouri 63105
(877) 273-6266 (314) 727-2112
dennis@arenaone.com bkornmann@tscp.com
5

With copies to: With copies to:

Mark Schneider
C. Gerhard Anderson, III Marc Korman
Seward & Kissel LLP Sidley Austin LLP
One Battery Park Plaza 1501 K Street N.W.
New York, NY 10004 Washington, DC 20005
(212) 574-1687 (202) 736-8417
anderson@sewkis.com mkorman@sidley.com

Thompson Street holds two international Section 214 authorizations. Arena One

currently holds an international Section 214 authorization (File No. ITC-214-20130909-00245)

for Global or Limited Global Facilities-Based/Global or Limited Global Resale Service.

B. Ownership (Answer to Question 11 – Section 63.18(h))

The following entities will hold a disclosable direct or indirect 10 percent or greater

ownership interest in Arena One post-closing:

Name: SIPTRUNK, Inc.8
Address: 3005 Royal Blvd South, Suite 235
Alpharetta, Ga 30022
Citizenship: Delaware
Ownership Interest: 100% of Arena One

Name: BCM One Group Holdings, Inc.
Address: 521 Fifth Avenue
New York, NY 10175
Citizenship: Delaware
Ownership Interest: 100% of Arena One, either directly or indirectly through its 100%
ownership of SIPTRUNK, Inc.

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Whether SIPTRUNK, Inc. acquires Arena One is subject to additional input from Holding
Company’s expected financing sources. Other than the presence of the intervening subsidiary,
the vertical ownership chain will remain the same and Arena One will be subject to the control of
Thompson Street under either approach.

6

Name: Thompson Street Capital Partners V, L.P.
Address: 120 S. Central Ave., Suite 600
St. Louis, MO 63105
Citizenship: Delaware
Ownership Interest: 70% of BCM One Group Holdings, Inc.

Name: Thompson Street Capital V GP, L.P.
Address: 120 S. Central Ave., Suite 600
St. Louis, MO 63105
Citizenship: Delaware
Note: General Partner of Thompson Street Capital Partners V, L.P.

Name: Thompson Street Capital LLC
Address: 120 S. Central Ave., Suite 600
St. Louis, MO 63105
Citizenship: Delaware
Note: General Partner of Thompson Street Capital V GP, L.P.

Name: James A. Cooper
Address: 120 S. Central Ave., Suite 600
St. Louis, MO 63105
Citizenship: United States
Note: Sole Member of Thompson Street Capital LLC and a member of
Thompson Street Capital Manager LLC.

Name: Robert C. Dunn
Address: 120 S. Central Ave., Suite 600
St. Louis, MO 63105
Citizenship: United States
Note: Robert C. Dunn is a limited partner of Thompson Street Capital V
GP, L.P. and a member of Thompson Street Capital Manager LLC.

No other person or entity will hold a direct or indirect 10 percent or greater equity interest

in Arena One. Exhibit A is a chart depicting the disclosable ownership structure of Arena One

post-closing.

C. Narrative of Transfer of Control and Public Interest Statement (Answer to
Question 13)

A description of the proposed transaction and demonstration of how it will serve the

public interest are set forth in Sections II and III above.
7

D. Streamlined Processing (Answer to Question 20 – Section 63.12)

This Application qualifies for streamlined processing pursuant to Section 63.12 of the

Commission’s rules. The Applicants have no foreign carrier affiliates and will have no such

affiliates upon closing of the transaction. The Applicants, therefore, qualify for a presumption of

non-dominance under Section 63.10 of the Commission’s rules on all U.S.-international routes.

V. CONCLUSION

For the reasons stated above, the Applicants respectfully request that the Commission

promptly grant this Application.

Respectfully submitted,

By: Arena One, LLC

C. Gerhard Anderson, III. Dennis Arena
Seward & Kissel LLP CTO
One Battery Park Plaza Arena One, LLC
New York, NY 10004 1430 Broadway, Ste 705
(212) 574-1687 New York, NY
anderson@sewkis.com (877) 273-6266
dennis@arenaone.com
Counsel for Arena One, LLC

By: Thompson Street Capital Partners V,
L.P.

Mark D. Schneider Brian R. Kornmann
Marc A. Korman Managing Director
Gabrielle M. Whitehall Thomson Street Capital Partners V, L.P.
Sidley Austin LLP 120 S. Central Avenue, Suite 600
1501 K Street N.W. St. Louis, Missouri 63105
Washington, DC 20005 (314) 727-2112)
(202) 736-8417 bkornmann@tcsp.com
bkornmann@tscp.com
mkorman@sidley.com

Counsel to Thompson Street
Capital Partners V, L.P.

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Document Created: 2019-10-22 11:00:33
Document Modified: 2019-10-22 11:00:33

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