Attachment Attachment 1

This document pretains to ITC-T/C-INTR2018-02514 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTCINTR201802514_1420242

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


                                                    )
In the Matter of the Joint Application of           )
                                                    )
TKC Holdings, Inc., Transferor,                     )
                                                    )
Inmate Calling Solutions, LLC                       )
 d//b/a ICSolutions, Licensee                       )       WC Docket No. 18-________
                                                    )       IB File No. ITC-T/C-2018________
and                                                 )
                                                    )
Securus Technologies, Inc., Transferee,             )
                                                    )
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                      )
Ownership and Control of                            )
Inmate Calling Solutions, LLC d/b/a ICSolutions     )
to Securus Technologies, Inc.                       )
                                                    )

                                    JOINT APPLICATION

       TKC Holdings, Inc. (“Transferor” or “TKC”), Inmate Calling Solutions, LLC d/b/a

ICSolutions (“ICS” or “Licensee”) and Securus Technologies, Inc. (“Securus” or “Transferee”)

(collectively, “Applicants”), pursuant to Section 214 of the Communications Act of 1934, as

amended (the “Act”), 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the Commission’s Rules,

47 C.F.R. §§ 63.04 & 63.24, request Commission approval to transfer ownership and control of

Licensee to Transferee as described below.

       In support of this joint application (this “Application”), Applicants provide the following

information:


I.        DESCRIPTION OF THE APPLICANTS

          A.     Transferee

          Securus is a Delaware corporation with its principal place of business at 4000 International

Parkway, Carrollton, Texas 75007. Securus provides inmate calling services to a number of

confinement and correctional facilities in the District of Columbia and approximately 46 other

states.    Securus is an indirect wholly-owned subsidiary of SCRS Acquisition Corporation

(“SCRS”) and in turn its parent, SCRS Holding Corporation (“SCRS Parent”), both Delaware

corporations. The ultimate majority owner of Securus is Platinum Equity Capital Partners IV,

L.P., a Delaware limited partnership (“PECP IV”), which is a private equity investment vehicle

sponsored by Platinum Equity, LLC.1


          B.     Licensee

          Licensee is a California limited liability company with its principal place of business at

2200 Danbury Street, San Antonio, Texas 78217. Licensee currently provides telecommunications

services to a number of confinement and correctional facilities in 39 states, which are listed in

Exhibit A. ICS is a wholly-owned direct subsidiary of Keefe Group, LLC (“Keefe”), a Missouri

limited liability company with its principal place of business at 1260 Andes Boulevard, St. Louis,

Missouri 63132. Keefe, in turn, is a wholly-owned direct subsidiary of the Transferor.

          For the current ownership of Licensee, please see Exhibit B.




1
  The Commission approved the indirect transfer of control of Securus to SCRS and PECP IV. See In the
Matter of Joint Application of Securus Investment Holdings, LLC, Securus Technologies, Inc., T-NETIX,
Inc., 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. 16-126, FCC 17-141, 32 FCC Rcd 9564 (rel. Oct. 30, 2017).

                                                   2


       C.      Transferor

       Transferor, which indirectly holds all of the outstanding membership interests of Licensee,

is a Delaware corporation and holding company with its principal business office at 1450 Brickell

Ave., 31st Floor, Miami, Florida 33131. TKC is indirectly controlled by an affiliate of H.I.G.

Capital, L.L.C., a private equity investment firm headquartered in Miami, Florida. Through its

subsidiaries, Transferor’s principal business includes the provision of commissary management

services, correctional food service management, packaging and distribution of food products,

personal care products, electronics, clothing, technology, telecommunications and software

solutions to the correctional markets, and holding company of businesses providing such products

and services to the correctional markets, as well as the provision of single serve coffee machines,

coffee, and hotel supplies to the hospitality and lodging market. For the current ownership of

Transferor, please see Exhibit B.

II.    DESCRIPTION OF THE TRANSACTION

       Pursuant to that certain Unit Purchase Agreement by and among ICS, TKC, Keefe and

Securus, dated as of April 22, 2018, Securus will acquire all the issued and outstanding

membership interests of ICS from Keefe (the “Transaction”). As a result, ICS will become a

wholly-owned, direct subsidiary of Securus and an indirect wholly-owned subsidiary of SCRS and

SCRS Parent. PECP IV will be the ultimate majority owner of ICS.

       For the Commission’s reference, a chart depicting the pre- and post-Transaction ownership

structure of ICS is provided as Exhibit B.

III.   PUBLIC INTEREST STATEMENT

       Applicants respectfully submit that the proposed Transaction is in the public interest.

       The consummation of the Transaction will not result in an interruption, reduction, loss,



                                                3


impairment or disruption of ICS-provided services. The Transaction does not involve a transfer

of operating authority, assets or customers.

          While the ownership of ICS will change, the management team will remain substantially

the same and ICS’s corporate identity, name and operations will remain in place. In other words,

post-closing, ICS will remain operational as a separate business from Securus, SCRS, and SCRS

Parent.

          Following the Transaction, ICS will continue to honor its correctional facility customer

contracts and in doing so will continue to provide and support the ICS technologies and services

enjoyed by its customers.

          Any future changes in the rates, terms and conditions of service to ICS’s correctional

facility and end-user customers will be undertaken in conformance with the applicable federal and

state law, including notice and tariff requirements and ICS’s contractual obligations.

          As a result, the change in ownership will be entirely transparent to ICS’s correctional

facility customers and the end-users of ICS’s services. Moreover, there will be additional services

accessible to such customers as a result of the Transaction.

           After closing, and where permitted by the governmental entities operating the correctional

facilities served by ICS, inmates who use the ICS services now will have access to use of inmate

tablets that provide controlled internet access, including, as part of that program, access to

education (e.g., the ability to obtain a GED), media content and job opportunities upon release




                                                  4


(e.g., through Securus’s JobView program).2 Inmate calling can also be permitted from such

tablets, further facilitating the ability of inmates to connect with their friends and family.

        Further, ICS correctional facility customers will gain access to Securus-developed

advanced technology, including an expanded set of law enforcement-related services and

investigative technologies offered by Securus.

        According to Securus’s information there are a number of other competing providers of

inmate calling services authorized to operate in various states aside from Securus and ICS,

including Global Tel*Link Corporation, Pay Tel Communications, Inc., Legacy Long Distance

International, Inc. d/b/a Legacy Inmate Communications, and Network Communications

International Corp d/b/a NCIC Inmate Communications. Thus, approval of this Application will

not foreclose the opportunity for continued competitive bidding to provide inmate calling services

to facilities in the various states in which the two companies currently operate.

        The Transaction will have no material effect on the operations of ICS, which will remain

the licensee, and will be virtually seamless to customers. Again, rates, terms, and conditions of

service, which are governed in part by contractual relationships between ICS and governmental

agencies (as well as tariffs where required), will not change while such contracts remain in force.




2
    Further information on the JobView program is available at: https://www.business-
wire.com/news/home/20171201005587/en/Securus-Acquires-Jobview-Released Inmates-Find-Jobs. Se-
curus has also established the Securus Foundation to help “modernize the reentry process [for inmates] to
increase successful community reengagement.” See The Securus Foundation is Launched to Modernize
Reentry and Reduce Recidivism, Business Wire, (Jul. 17, 2017), https://www.business-
wire.com/news/home/20170713005624/en/Securus-Foundation-Launched-Modernize-Reentry-Reduce-
Recidivism.

                                                   5


IV.        INFORMATION REQUIRED BY SECTION 63.24(e)

           Pursuant to Section 63.24(e)(2) of the Commission’s Rules, the Applicants submit the

following information requested in Section 63.18 (a)-(d) and (h)-(p) and the Section 214 Main

Form in support of this Application:

           (a)    Name, address and telephone number of each Applicant:

           Transferor:

                  TKC Holdings, Inc.                                  FRN: 0025599341
                  1450 Brickell Ave., 31st Floor
                  Miami, Florida 33131
                  305-379-2322

           Licensee:

                  Inmate Calling Solutions, LLC                       FRN: 0010682326
                  2200 Danbury Street
                  San Antonio, TX 78217
                  210-581-8104

           Transferee:

                  Securus Technologies, Inc.                          FRN: 0006222319
                  4000 International Parkway
                  Carrollton, TX 75007
                  972-277-0700

           (b)    Jurisdiction of Organizations:

           Transferor:   Transferor is a corporation organized under the laws of Delaware.

           Licensee:     ICS is a limited liability company organized under the laws of California.

           Transferee:   Transferee is a corporation formed under the laws of Delaware.

           (c)    (Answer to Question 10) Correspondence concerning this Application should be

sent to:




                                                   6


For Transferee:                                    For Transferor and Licensee:
       Paul C. Besozzi                                    Howard M. Liberman
       Peter M. Bean                                      Jennifer L. Kostyu
       Squire Patton Boggs (US) LLP                       Wilkinson Barker Knauer, LLP
       2550 M Street, N.W.                                1800 M Street, N.W., Suite 800N
       Washington, DC 20037                               Washington, DC 20036
       202-457-6000 (tel)                                 202-783-4141 (tel)
       202-457-6315 (fax)                                 202-783-5851 (fax)
       paul.besozzi@squirepb.com                          hliberman@wbklaw.com
       peter.bean@squirepb.com                            jkostyu@wbklaw.com


With a copy for Transferee to:                     With a copy for Transferor and Licensee to:
       Dennis J. Reinhold                                 Michael Gallagher
       Senior Vice President & General                    Vice President
           Counsel                                        c/o H.I.G. Capital Management, Inc.
       Securus Technologies, Inc.                         1450 Brickell Avenue, 31st Floor
       4000 International Pkwy.                           Miami, FL 33131
       Carrollton, TX 75007                               305-379-2322 (tel)
       972-277-0318 (tel)                                 305-379-2013 (fax)
       972-277-0681 (fax)                                 mgallagher@higcapital.com
       dreinhold@securustechnologies.com



      (d)    International Section 214 Authorizations

      Transferor:    Transferor does not hold international Section 214 authority and does not
                     provide telecommunications services.

      Licensee:      ICS holds international Section 214 authority to provide global international
                     resold services between the United States and international points pursuant
                     to Section 63.18(e)(2) of the Commission’s rules (IB File No. ITC-214-
                     20030312-00128).

      Transferee:    Transferee holds international Section 214 authority to provide global or
                     limited global facilities-based and resold service (IB File No. ITC-214-
                     19991115-00713). Transferee’s affiliate T-NETIX, Inc. (“TNI”) holds
                     international Section 214 authority to provide global resold services (IB File
                     No. ITC-214-19980312-00185, old IB File No. ITC-98-225). Transferee’s
                     affiliate T-NETIX Telecommunications Services, Inc. (“TNTS”), a wholly-
                     owned subsidiary of TNI, does not hold international Section 214 authority
                     but operates under the international Section 214 authority of TNI pursuant
                     to 47 C.F.R. § 63.21(h).




                                               7


        (h)     (Answer to Questions 11 & 12) The following entities will hold, directly or

indirectly, a ten percent (10%) or greater interest3 in Licensee upon completion of the Transaction,

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

international telecommunications carriers:

        The following entity will directly own 100 percent (100%) of the Licensee upon
        completion of the transaction:

                Name:                   Securus Technologies, Inc. (“Securus”)
                Address:                4000 International Pkwy.
                                        Carrollton, TX 75007
                Citizenship:            U.S. (Delaware)
                Principal Business:     Telecommunications
                % Interest:             100% (directly in Licensee)

        The following persons or entities, which currently own or control a 10% or greater direct
        or indirect interest in Securus will, upon completion of the Transaction, own or control a
        10% or greater indirect interest in the Licensee:

                Name:                   Securus Technologies Holdings, LLC (“STH”)
                Address:                4000 International Pkwy.
                                        Carrollton, TX 75007
                Citizenship:            U.S. (Delaware)
                Principal Business:     Holding Company
                % Interest:             100% (indirectly as 100% owner of Securus)

                Name:                   Securus Holdings, LLC (“Holdings”)
                Address:                4000 International Pkwy.
                                        Carrollton, TX 75007
                Citizenship:            U.S. (Delaware)
                Principal Business:     Holding Company
                % Interest:             100% (indirectly as 100% owner of STH)

                Name:                   Connect Acquisition LLC (“Connect”)
                Address:                4000 International Pkwy.
                                        Carrollton, TX 75007
                Citizenship:            U.S. (Delaware)
                Principal Business:     Holding Company
                % Interest:             100% (indirectly as 100% owner of Holdings)



3
  Unless otherwise indicated, the ownership interests provided herein represent both equity and voting in-
terests.

                                                    8


Name:                 SCRS Acquisition Corporation
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 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 Acquisition
                      Corporation)

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)




                               9


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% equity interest and 93% voting interest
                       (indirectly, approximately 68.32% equity owner of SCRS
                       Parent, with approximately 93% of the voting shares)

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

Name:                  Platinum Equity SCRS Co-Investors, LLC (“SCRS Co-
                       Investors”)
Address:               360 North Crescent Drive
                       South Building
                       Beverly Hills, California 90210
Citizenship:           U.S. (Delaware)
Principal Business:    Investments
% Interest:            Approx. 20.41% equity only 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 Licensee.

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.




                                 10


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
                      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)

Name:                 Platinum Equity Investment Holdings IV Manager, LLC
                      (“PEIH IV Manager”)
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)

                               11


                        The sole manager of PE LLC is Tom Gores. All the membership interests
                        of PE LLC are held in trust by 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.


        (i)     (Answer to Question 14) Transferee certifies that it is not a foreign carrier and is

not currently affiliated, within the meaning of Section 63.09(e) of the Commission’s rules, 47

C.F.R. § 63.09(e), with any foreign carrier. Transferee will not become affiliated with a foreign

carrier as a result of the Transaction.

        (j)     (Answer to Question 15) Transferee certifies that, through its acquisition of control

of Licensee, Transferee does not seek to provide international telecommunications services to any

destination country where:

                (1)     An Applicant is a foreign carrier in that country; or

                (2)     An Applicant controls a foreign carrier in that country; or

                (3)     Any entity that owns more than 25 percent of an Applicant, or that controls
                        an Applicant, controls a foreign carrier in that country; or

                (4)     Two or more foreign carriers (or parties that control foreign carriers) own,
                        in the aggregate more than 25 percent of an Applicant and are parties to, or
                        the beneficiaries of, a contractual relation affecting the provision or
                        marketing or international basic telecommunications services in the United
                        States.

        (k)     Not applicable.

        (m)     Not applicable.

        (n)     Transferee and Licensee certify that they have not agreed to accept special

concessions, directly or indirectly, from any foreign carrier with respect to any U.S. international

                                                 12


route where the foreign carrier possesses market power on the foreign end of the route and will not

enter into such agreements in the future.

       (o)     Applicants certify that they are not subject to denial of federal benefits pursuant to

Section 5301 of the Anti-Drug Abuse Act of 1998. See 21 U.S.C. § 853a; see also 47 C.F.R.

§§ 1.2001-1.2003.

       (p)     Applicants submit that this Application is eligible for streamlined processing pursuant

to Section 63.12(a)-(b) of the Commission’s rules, 47 C.F.R. § 63.12(a)-(b). In particular, Section

63.12(c)(1) is inapplicable because none of the Applicants is affiliated with a foreign carrier and none

of the scenarios outlined in Section 63.12(c)(2)-(3) of the Commission’s Rules, 47 C.F.R.

§ 63.12(c)(2)-(3), apply.


V.     INFORMATION REQUIRED BY SECTION 63.04

       Pursuant to Commission Rule 63.04(b), 47 C.F.R. § 63.04(b), Applicants submit the

following information in support of their request for domestic Section 214 authority to transfer

control of Licensee to Transferee in order to address the requirements set forth in Commission

Rule 63.04(a)(6)-(12):

       (a)(6) A description of the proposed Transactions is set forth in Section II above.

       (a)(7) (i)        ICS currently provides telecommunications services to confinement and

correctional facilities in 39 states, which are identified in Exhibit A.

               (ii)      Securus provides domestic interstate services as part of the inmate calling

services and public payphone services that it provides to or at confinement facilities in the District

of Columbia and every state except Delaware, Hawaii, Rhode Island, and Vermont. Securus’s

affiliate TNI is not currently providing telecommunications services in any jurisdiction. It serves

principally as a holding company for TNTS. TNTS provides domestic interstate services as part


                                                  13


of the inmate calling services and public payphone services that it provides to or at state

Department of Corrections confinement facilities in Florida.

           (a)(8) Applicants respectfully submit that this Application is eligible for streamlined

processing pursuant to Sections 63.03 of the Commission’s Rules, 47 C.F.R. § 63.03. In particular,

this Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) because,

immediately following the Transaction, (i) Transferee (and its Affiliates, as defined in the Act) will

have a market share in the interstate, interexchange market of less than ten percent (10%), (ii)

Transferee (and its Affiliates) will provide competitive telephone exchange services or exchange

access services (if at all) exclusively in geographic areas served by a dominant local exchange

carrier that is not a party to the Transaction, and (iii) none of the Applicants (or their Affiliates)

are dominant with respect to any service.

           (a)(9) Other than the Section 214 authorization described in this Application, Licensee

does not hold any other authorizations or licenses from the Commission.                No other FCC

applications relating to the Transaction are being filed.

           (a)(10) No party is requesting special consideration because it is facing imminent business

failure.

           (a)(11) Not applicable.     No separately filed waiver requests are being sought in

conjunction with this Application.

           (a)(12) A demonstration of how the Transaction will serve the public interest is set forth in

Section III above.




                                                    14


VI.    CONCLUSION

       For the reasons stated above, Applicants respectfully submit that the public interest,

convenience and necessity would be furthered by a grant of this Application for the transfer of

ownership and control of Licensee to Transferee.




HowardM. Liberman          t
Jennifer L. Kostyu
Wilkinson Barker Knauer, LLP                       Squire Patton Boggs (US) LLP
 1800 M Street, N.W., Suite 800N                   2550 M Street, N.W.
Washington, DC 20036                               Washington, DC 20037
202-783-4141 (tel)                                 202-457-6000 (tel)
202-783-5851 (fax)                                 202-457-6315 (fax)
hliberman@wbklaw.com                               paul.besozzi@squirepb.com
jkostyu@wbklaw. com                                peter.bean@squirepb. com

 Counsel for Transferor and Licensee               Counsel for Transferee

 Dated: June 12, 2018




                                              15


                                 EXHIBIT A

      States In Which ICS Currently Provides Telecommunications Services

1. Alabama
2. Arizona
3. California
4. Colorado
5. Florida
6. Georgia
7. Idaho
8. Illinois
9. Indiana
10. Iowa
11. Kansas
12. Louisiana
13. Maryland
14. Massachusetts
15. Michigan
16. Minnesota
17. Mississippi
18. Missouri
19. Montana
20. Nebraska
21. Nevada
22. New Hampshire
23. New Mexico
24. New York
25. North Carolina
26. Ohio
27. Oklahoma
28. Oregon
29. Pennsylvania
30. South Carolina
31. South Dakota
32. Tennessee
33. Texas
34. Utah
35. Virginia
36. Washington
37. West Virginia
38. Wisconsin
39. Wyoming


                              EXHIBIT B

Diagrams of the Pre- and Post-Transaction Corporate Ownership Structures


                                           Pre-Transaction Ownership Structure of Licensee
                                                                              H.I.G. Capital Partners,   H.I.G. TSG Parent,
                                                                                                                              Other Investors***
 H.I.G. Middle Market LBO Fund II, L.P.*                                             IV, L.P.**                 LLC**


                                             TKC Co-Investment,   H.I.G. Capital Finance,
        H.I.G. Centric, LLC*                                                                             H.I.G. TSG, LLC**
                                                  LLC***                   LLC

            35.97%                             47.45%                 2.42%                                        14.16%


                                                                     TKC Investment Holdings, LLC
                                                                  (f/k/a H.I.G. Centric Holdings, LLC)

                                                                                      86.17%

                                                                           TKC Topco LLC

                                                                                     99.31%

                                                                         TKC Holdings, LLC



                                                                  TKC Intermediate Holdings, LLC



                                                                          TKC Holdings, Inc.
                                                                            (“Transferor”)

* See page 2
** See page 3                                                             Keefe Group, LLC
*** No individual or group of affiliated
entities owns more than 10%

Unless indicated, all ownership percentages are 100%.               Inmate Calling Solutions, LLC
Percentages reflect both voting and equity interests.                       (“Licensee”)


                                                                          Exhibit B – Page 1


              Pre-Transaction Ownership Structure of Licensee (continued)

        Sami Mnaymneh                                                       Anthony Tamer


    50% voting                                                                        50% voting
    50% equity                                                                        50% equity




                                        H.I.G. – GPII, Inc.
                                            (Manager)


          Sami Mnaymneh*                           100% voting
                                                    0% equity        Anthony Tamer*                 Affiliate

                0% voting
            45.52325% equity                                      0% voting                    0% voting
                                                              45.52325% equity              8.9535% equity


                             H.I.G. Middle Market Advisors II, LLC
                                       (General Partner)                                                        Limited Partners

                                100% voting                                                                                    0% voting
                               0.0543% equity                                                                               99.9457% equity




* A portion of Mr. Mnaymneh’s and Mr. Tamer’s ownership          H.I.G. Middle Market LBO Fund II, L.P.
interests are held through estate planning vehicles, the
beneficiaries of which are family members.                            100% voting
                                                                      100% equity


                                                                          H.I.G. Centric, LLC




                                                                      Exhibit B – Page 2


                Pre-Transaction Ownership Structure of Licensee (continued)

                                      Sami Mnaymneh*                                             Anthony Tamer*

                                  50% voting                                                                50% voting
                                  50% equity                                                                50% equity




                                                                  H.I.G. – GPII, Inc.
       Sami Mnaymneh*                                                 (Manager)                                                     Anthony Tamer*

                                                           100% voting
  0% voting                                                                                                                                        0% voting
                                                            0% equity
 50% equity                                                                                                                                       50% equity


                                                               H.I.G. Advisors IV, L.L.C.
                                                                   (General Partner)

                   Limited Partners
                                                                                              100% voting
                                                                                               0% equity                           Florida Growth Fund, LLC
                                                            100% voting
                                                           0.1267% equity
                               0% voting
                            99.8733% equity
                                                                                                                                  0% voting
                                                                                                                                 100% equity




              Other Investors                              H.I.G. Capital Partners IV, L.P.                              H.I.G. TSG Parent, LLC
       8.24% voting                                           75.23% voting                                              16.53% voting
       8.24% equity                                           75.23% equity                                              16.53% equity


* A portion of Mr. Mnaymneh’s and Mr. Tamer’s ownership
interests are held through estate planning vehicles, the            H.I.G. TSG, LLC
beneficiaries of which are family members.
                                                                   Exhibit B – Page 3


                                            Post-Transaction Ownership Structure of Licensee*1

                                                                        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 of Connect that do not hold                                                                      comprised of Platinum employees and their friends and family.
                                                                                   100%
authorization to provide telecommunications services in the                                                                      3. Comprised of various management individuals of Securus.
United States.                                                        SCRS Intermediate Holding II Corporation
                                                                                                                                 4. Platinum Equity SCRS Co-Investors, LLC is a co-investment
** See page 5.                                                                     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%                                               100%
                                                                                                  T-NETIX Telecommunications
                       Inmate Calling Solutions, LLC                      CellBlox                       Services, Inc.
                       d/b/a ICSolutions (“Licensee”)                 Acquisitions, LLC                    (“TNTS”)

                                                                                          Exhibit B – Page 4


                                   Post-Transaction Ownership Structure of Licensee (continued)

                           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




                                                             Platinum Equity Investment Holdings IV
                           Sole Manager: Mary Ann Sigler
                                                                        Manager, LLC



                                                                     Sole
                                                                    Manager


                                                           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 B – Page 5


VERIFICATIONS


                                      VERIFICATION

       I, Dennis J. Reinhold, am the Senior Vice President and General Counsel of Securus

Technologies, Inc. ("Securus"). As such, I am authorized to execute this Verification on behalf

of Securus and its subsidiaries. The portions of the foregoing filing relating to Securus and the

transactions described therein have been prepared pursuant to my direction and control and I

have reviewed the contents thereof.            I hereby declare that the factual statements and

representations made therein by and concerning Securus and the transactions described therein

are true and correct to the best of my knowledge, information and belief.



      D.T.oob
Name: Dennis J. Reinhold
Title: Senior Vice President and General Counsel
Securus Technologies, Inc.




 County of Denton
 State of Texas

 Subscribed and sworn to before me by Dennis J. Reinhold this 12"" day of June, 2018

                                            Xolly & Na \NARASs \d%
                                           Notary Public

My Commission Expires: January      12, 2022
  Y                 P           Y     !4               oWRA_       KATHERINE M. MOODY
                                                      5“?*%”—: Notary Public, State of Texas
                                                      ZA,PFNALs Comm. Expires 01—12—2022
                                                       mBOCS        Notary ID 131408573


                                      VERIFICATION

        I, Alexander S.Y. Lee, am the Corporate Secretary of TKC Holdings, Inc. ("TKC") and

Inmate Calling Solutions, LLC d//b/a ICSolutions ("ICS"). As such I am authorized to execute

this Verification on behalf of TKC and ICS. The portions of the foregoing filing relating to

TKC, ICS and the transactions described therein have been prepared pursuant to my direction

and control and I have reviewed the contents thereof. I hereby declare that the factual statements

and representations made therein by and concerning TKC, ICS and the transactions described

therein are true and correct to the best of my knowledge, information and belief.




Name: Alexander S.Y. Lee
Title: Corporate Secretary of TKC Holdings, Inc. and
Inmate Calling Solutions, LLC d//b/a ICSolutions




  ¢/is|ig
Date/      |



Document Created: 2018-06-12 11:28:54
Document Modified: 2018-06-12 11:28:54

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