Attachment Narrative Applicatio

This document pretains to ITC-T/C-INTR2018-10210 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTCINTR201810210_1570963

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


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


          JOINT APPLICATION TO TRANSFER CONTROL OF DOMESTIC AND
                 INTERNATIONAL SECTION 214 AUTHORIZATIONS

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

and Sections 63.04, 63.18, and 63.24 of the Commission’s rules, 2 SIP.US LLC. (“SIP.US,”

“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 SIP.US to

Thompson Street. SIP.US holds international and domestic Section 214 authority. As further

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

enhancing competition that benefits SIP.US’s business consumers that have access to global

voice, fax and SMS services. These benefits include competitive pricing and increased




1
    47 U.S.C. § 214.
2
    47 C.F.R. §§ 63.04, 63.18, and 63.24.

                                                1


availability of a variety of service options, enabling SIP.US to better serve its customers and

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

the public interest.

           Pursuant to Section 63.04(b), the instant Joint Application is being filed concurrently

with the International Bureau and the Wireline Competition Bureau. The Applicants also request

streamlined processing of the Joint Application pursuant to Sections 63.03(b) and 63.12 of the

Commission’s rules. 3

      I.      DESCRIPTION OF THE PARTIES

           A. SIP.US

           SIP.US (FRN: 00021995329) is a limited liability company organized under the laws of

the State of Florida. SIP.US provides communications solutions to small and medium-sized

enterprise businesses nationwide, including interconnected VoIP, fax and SMS services.

           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

their markets. Thompson Street is party to another transfer of control application before the

Commission that has been granted, but not yet consummated. 4 Once consummated, Thompson




3
    47 C.F.R. §§ 63.03(b), 63.12.
4
    See ITC-T/C-20180821-00158; WT Docket No. 18-254.

                                                    2


Street will have a 70% voting and equity interest in another Section 214 Licensee, BCM One,

Inc. (“BCM One”).


      II.      DESCRIPTION OF THE TRANSACTION

            On October 18, 2018, Thompson Street and the owners of SIP.US signed a Letter of

Intent (“LOI”) for Thompson Street (together with its co-investors) to acquire SIP.US. Pursuant

to the LOI and understanding between the parties, SIP.US will be acquired by BCM One Group

Holdings, Inc. 5 (“Holding Company”), a Delaware corporation. Thompson Street will hold

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

approximately 30% of the Holding Company will be held separately and independently by

certain individual investors and certain lender co-investors, and other commercial partners. None

of these interest holders ultimately will have equity or voting shares of 10% or greater in the

Holding Company. 6

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

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

Capital 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


5
 Following consummation of the BCM Transaction, BCM One Group Holdings, Inc. will hold a
100% interest in BCM One, Inc., an entity that holds domestic and international Section 214
authorizations.
6
  As noted above, see supra at 2-3 & n.4, Thompson Street and its parent Holding Company are
party to another transaction that has been approved by the Commission but not yet
consummated. Thompson Street intends to close the instant transaction concurrently with the
BCM One transaction, dependent on Commission consent. In the event the instant transaction
closes prior to the BCM One transaction, there may be a short interim period where one of the
lender co-investors holds more than 10% interest. Thompson Street, however, will maintain the
same control over SIP notwithstanding any interim funding by the lender co-investor.
7
    See 47 C.F.R. § 1.5003.
                                                   3


          Thompson Street Capital Fund 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 LLC, owns 20% of the equity of Thompson Street Capital

Fund V GP, L.P. The only other limited partners that own more than 10% ownership of

Thompson Street Capital Fund V GP, L.P. are James A. Cooper and Robert C. Dunn. All limited

partners are U.S. citizens.

          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 sole member is James A. Cooper. However, Thompson Street Capital Manager

LLC is undergoing a change whereby Robert C. Dunn, a U.S. citizen, will be added as another

member with a minority ownership share.

   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 benefitting

from 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

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



                                                   4


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 SIP.US LLC, even when combined with

BCM One, Inc.’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 Joint Application should be directed to:

For Transferor and the Licensee:                      For Transferee:

Michael Rand                                          Brian R. Kornmann
Managing Director                                     Managing Director
SIP.US LLC.                                           Thompson Street Capital Partners V, L.P.
3005 Royal Blvd South, Suite 120                      120 S. Central Avenue, Suite 600
Alpharetta, Georgia 30022                             St. Louis, Missouri 63105
(404) 596-4201                                        (314) 727-2112
michael@sip.us                                        bkornmann@tscp.com




                                                 5


With copies to:                                      With copies to:

Jeff Peters                                          Mark Schneider
FisherBroyles, LLP                                   Marc Korman
1200 Abernathy Rd
Bldg 600, Suite 1700                                 Sidley Austin LLP
Atlanta GA 30328                                     1501 K Street N.W.
(770) 840-9426                                       Washington, DC 20005
jeff.peters@fisherbroyles.com                        (202) 736-8417
                                                     mkorman@sidley.com

       Thompson Street holds an international Section 214 authorization. SIP.US LLC.

currently holds an international Section 214 authorization (File No. ITC-214-20180815-00163)

for Global or Limited Global Resale Authority.

       A. 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 SIP.US LLC:



       Name:                  BCM One Group Holdings, Inc.
       Address:               120 S. Central Ave., Suite 600
                              St. Louis, MO 63105
       Citizenship:           Delaware

       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 Fund 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

                                                 6


       Note:                   General Partner of Thompson Street Capital Fund V GP, L.P.

       Name:                   James A. Cooper
       Address:                120 S. Central Ave., Suite 600
                               St. Louis, MO 63105
       Citizenship:            United States
       Note:                   Limited Partner of Thompson Street Capital Fund V GP, L.P.; Sole
                               Member of Thompson Street Capital LLC; 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:                   Limited Partner of Thompson Street Capital Fund V GP, L.P.
                               Following a forthcoming re-organization, Robert C. Dunn will be
                               added as 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 SIP.US LLC. 8 Exhibit A is a chart depicting the disclosable ownership structure of SIP.US

LLC post-closing. The Licensee will remain more than 75% owned by United States citizens or

entities in compliance with Section 310(b)(4) of the Act.

       B. 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.




8
  As explained in footnote 6, in the event the instant transaction closes prior to the BCM One
transaction, there may be a short interim period where one of the lender co-investors holds more
than 10% interest. Thompson Street, however, will maintain the same control over SIP
notwithstanding any interim funding by the lender co-investor.

                                                   7


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

           This Joint 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. Additionally, none has an affiliation with a

dominant U.S. carrier whose international switched or private line services it seeks authority to

resell (either directly or indirectly through the resale of another reseller's services). 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.      INFORMATION REQUIRED BY SECTION 63.04 OF THE COMMISSION’S
              RULES IN RELATION TO THE TRANSFER OF BLANKET DOMESTIC 214
              AUTHORITY

           In support of the Applicants’ request for consent to transfer control of SIP.US LLC to

Thompson Street, the Applicants submit the following information pursuant to Section

63.04(a)(6) through (a)(12) of the Commission’s rules. 9

Section 63.04(a)(6) – Description of the transaction:

           A description of the proposed transaction is set forth in Section II above.

Section 63.04(a)(7) – Description of the geographic area in which the transferor and
transferee offer domestic telecommunications services, and what services are provided in
each area:

           SIP.US LLC provides the services described in Section I in all fifty states.

Section 63.04(a)(8) – Statement as to how the application qualifies for streamlined
treatment:

           The domestic Section 214 component of this application qualifies for presumptive

streamlined processing pursuant to Section 63.03(b) because Thompson Street is not a

telecommunications provider in the United States and does not hold a ten percent or greater


9
    47 C.F.R. § 63.04.
                                                    8


interest in a wireline telecommunications provider in the United States. Moreover, the proposed

transaction would result in the Transferee having a market share of less than 10 percent and a

dominant local exchange carrier would remain in all markets and is not a party to the transaction.

Moreover, the domestic Section 214 component of this application qualifies for presumptive

streamlined processing pursuant to Section 63.03(b)(i) because both applicants are non-facilities-

based carriers. 10

Section 63.04(a)(9) – Identification of all other Commission applications related to this
transaction:

        No other FCC applications related to this transaction are being filed.

Section 63.04(a)(10) – Statement of whether the applicants request special consideration
because either party is facing imminent business failure:

        The Applicants do not request special consideration because no party to the proposed

transaction is facing imminent business failure.

Section 63.04(a)(11) – Identification of any separately filed waiver requests being sought in
conjunction with this application:

        No separately filed waiver requests are being sought in conjunction with the Joint

Application.

Section 63.04(a)(12) – Statement showing how grant of the application will serve the public
interest, convenience and necessity:

        A demonstration of how the proposed transaction will serve the public interest is set

forth in Section III above.




10
   The transferee is also not a telecommunications provider, although it has an ownership interest
in another telecommunications provider. See 47 C.F.R. § 63.03(b)(ii)..

                                                   9


   VI.     CONCLUSION

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

promptly grant this Joint Application.

                                                   Respectfully submitted,

                                                   By: SIP.US LLC.


Jeff Peters                                               Michael Rand
FisherBroyles, LLP                                        Managing Director
1200 Abernathy Road                                       SIP.US LLC.
Bldg 600, Suite 1700                                      3005 Royal Blvd South, Suite 120
Atlanta, GA 30328                                         Alpharetta, Georgia 30022
(770) 840-9426                                            (404) 596-4201
jeff.peters@fisherbroyles.com                             michael@sip.us

Counsel to SIP.US LLC.



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


Mark D. Schneider                                  Brian R. Kornmann
Marc A. Korman                                     Managing Director
Gabrielle M. Whitehall                             Thompson 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@tscp.com
mkorman@sidley.com

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



Date: November 10, 2018




                                              10


                                                             EXHIBIT A


                                  Post-Close Disclosable Ownership of SIP.US LLC.


                                          Robert C. Dunn
  James A. Cooper                     (Member – Following       James A. Cooper
     (Member)                          forthcoming change)         (Member)


                        James                                                        Co-Investors Ownership
                          A.     Robert                                               (30% - separately and
Thompson Street                  C. Dunn          Thompson Street
                        Cooper                                                     independently owned, with
Capital LLC (GP)                                Capital Manager LLC
                                                                                  no individual holder owning
                                                                                    a 10% or greater interest;
                                                                                  provided that as described in
                                                                                  the application, a lender co-
                       Thompson Street                                             investor may be a holder of
                    Capital V GP, L.P. (GP)              LPs                       the 30% for a short interim
                                                                                        period pending the
                                                                                   consummation of the BCM
                                                                                         One Transaction)
                                      Thompson Street Capital
                                       Partners V, L.P. (70%)




                                                             BCM One Group
                                                              Holdings, Inc.
                                                                 (100%)




                                                                           SIP.US LLC




                                                                      11



Document Created: 2018-11-10 20:55:38
Document Modified: 2018-11-10 20:55:38

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