Attachment Joint Application ITC-T/C-INTR2019-00212

Attachment Joint Application

This document pretains to ITC-T/C-INTR2019-00212 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTCINTR201900212_1616561

Before the
FEDERAL COMMUNICATIONS COMMISSION
Washington, DC 20554

In the Matter of )
)
Olympus Holdings II, LLC ) File Nos.
(FRN 0026535260), )
Transferor ) WC Docket No. ________________
)
and )
) ITC-T/C-2017 _________________
AP VIII Olympus VoteCo, LLC )
(FRN 0028046555), )
Transferee ) ITC-T/C-2017 _________________
)
and )
)
West Telecom Services, LLC )
(FRN 0024938268), and )
West IP Communications, Inc. )
(FRN 0015480288), )
Licensees )
)
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

Olympus Holdings II, LLC (“Olympus Holdings” or “Transferor”), which indirectly

controls Section 214 authorization holders West IP Communications, Inc. (“WIPC”) and West

Telecom Services, LLC (formerly known as KMC Data LLC and then Hypercube Telecom,
1
LLC) (“West Telecom”) (WIPC and West Telecom, collectively “West Licensees”), through

undersigned counsel and pursuant to Section 214 of the Communications Act of 1934, as

1
On July 6, 2017, the Commission approved the transfer of control of WIPC and West Telecom
to Transferor. See International Authorizations Granted, Public Notice, 32 FCC Rcd 5490 at 4-9
(IB 2017).

2
amended (the “Act”), and Sections 63.04 and 63.24 of the rules of the Federal Communications
3
Commission (“Commission” or “FCC”), hereby requests approval from the Commission for the

transfer of indirect control of the West Licensees to AP VIII Olympus VoteCo, LLC (“Olympus

VoteCo” or “Transferee”) (Transferor, the West Licensees, and Olympus VoteCo, collectively

“Applicants”). The West Licensees are each wholly owned and controlled operating subsidiaries

of communications company West Corporation (“West”), which is a direct wholly owned and

controlled subsidiary of Transferor. Olympus VoteCo, in turn, indirectly holds a 100 percent
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indirect voting interest in Transferor.

To accomplish the proposed transfer of control, Joshua J. Harris, who currently holds a

51 percent voting interest in Olympus VoteCo, will assign his interest to the current sole officers

and managers of Olympus VoteCo, Matthew Nord and Robert Kalsow-Ramos (collectively,
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“Managers”), and to Mount Olympus Parent, L.P. (“Mount Olympus”). As a result of this

transaction, Transferee will hold indirect control of West and the West Licensees (the

“Transaction”).

2
47 U.S.C. § 214.
3
47 C.F.R. §§ 63.03 and 63.24.
4
Organizational diagrams depicting the current and post-consummation ownership structure of
West and the West Licensee are attached hereto as Exhibit A.
5
Mount Olympus is a holding company through which certain investment funds managed by
affiliates of Apollo Global Management, LLC (“Apollo”) hold non-attributable indirect equity
interests in West.

2

West Telecom holds domestic blanket authority and international and Section 214

authority, FCC File No. ITC-214-20050203-00058 and WIPC holds international Section 214
6
authority, FCC File No. ITC-214-20110309-00066.

Applicants respectfully request streamlined treatment of the captioned application (the
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“Application”) pursuant to Sections 63.03(b) and 63.12(b)-(c) of the Commission’s rules for the

reasons described below. Consummation of the Transaction will serve the public interest by

ensuring continuity and consistency at the managerial level for the West Licensees, thereby

maintaining their ability to operate and improve their networks and services and facilitating their

continued competition in the telecommunications marketplace.

I. DESCRIPTION OF THE APPLICANTS

A. West and the West Licensees

West Corporation. The West Licensees are wholly owned direct and indirect operating

subsidiaries of West, which is a Delaware corporation headquartered at 11808 Miracle Hills

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On August 16, 2018, the Commission approved the transfer of control of Flowroute Inc.
(“Flowroute”) to West Corporation, which is an indirect subsidiary of Transferor and the parent
company of WIPC and West Telecom. See International Authorizations Granted, Public Notice,
DA 18-855, Report No. TEL-01921 (rel. Aug. 16, 2018). Flowroute operates a software-centric
cloud-based network and provides an array of non-facilities-based Internet protocol
communications products to enterprise-level customers and carriers, including VoIP service, fax
service over IP-based networks, local and toll-free voice and message-enabled telephone
numbers, long-code and toll-free short message service (SMS) texting service, and multi-media
messaging service (MMS). Flowroute also held an international Section 214 authorization, FCC
File No. ITC-214-20090123-00027, to operate as a global or limited global facilities-based and
resale carrier. However, Flowroute did not utilize its international Section 214 authority because
it exclusively provides VoIP and related services, as well as various information services, and
does not provide interstate or international telecommunications services. On December 19, 2018,
Flowroute filed a notice with the International Bureau surrendering its international Section 214
application effective immediately. As a result, the Applicants are not seeking Commission
consent to transfer control of Flowroute.
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47 C.F.R. §§ 63.03(b), 63.12(b)-(c).

3

Drive, Omaha, Nebraska 68154. Through its subsidiaries, West is a global provider of

communications and network infrastructure services primarily to business customers throughout

the United States and internationally. These services include emergency communications

services, wholesale local and national tandem switching and transport services, conferencing and

other meeting replacement services, alert and notification services, automated call processing,

unified communications services, health advocacy, and cost recovery services. The voice and

data solutions of West’s subsidiaries are deployed by customers in a variety of industries,

including telecommunications, banking, retail, financial services, technology, and healthcare.

Neither West nor any of its subsidiaries other than the West Licensees hold any other domestic

or international Section 214 authority.

West IP Communications, Inc. WIPC, a wholly owned direct subsidiary of West, is a

Delaware corporation, and its principal place of business is located at 401 S. 4th Street,

Louisville, Kentucky 40202. WIPC primarily provides interconnected Voice over Internet

Protocol (“VoIP”) services to business customers in all 50 states plus the District of Columbia.

WIPC holds international Section 214 authority, FCC File No. ITC-214-20110309-00066, to

operate as a global or limited global facilities-based and resale carrier.

West Telecom Services, LLC. West Telecom is a Delaware limited liability company, and

its principal place of business is located at 3200 W. Pleasant Run Road, Suite 300, Lancaster,

Texas 75146. It is a wholly owned, direct subsidiary of West Telecom Services Holdings, LLC, a

Delaware limited liability company, which in turn is a wholly owned, direct subsidiary of West.

West Telecom provides wholesale local and national tandem switching and transport services,

termination services, toll-free origination services, and Direct Inbound Dial services to

telecommunications and information service providers, including wireless carriers, wireline

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competitive local exchange carriers (“CLECs”) and interexchange carriers, cable telephony

providers, and VoIP providers. West Telecom owns and operates its own network equipment, but

it leases transmission lines (including access circuits) from other carriers. West Telecom’s
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services are currently available in 47 states and the District of Columbia. West Telecom holds

blanket domestic Section 214 authority, as well as international Section 214 authority, FCC File

No. ITC-214-20050203-00058, to operate as a global or limited global facilities-based and resale

carrier.

B. Olympus Holdings and Olympus VoteCo

Olympus Holdings II, LLC. West is a direct, wholly owned subsidiary of Transferor,

Olympus Holdings, a Delaware limited liability company with a principal place of business

located at 9 West 57th Street, 43rd Floor, New York, New York 10019. As set forth in Exhibit

A, all of the voting interests in Olympus Holdings are indirectly held by Olympus VoteCo, and

all of the equity interests in Olympus Holdings are indirectly owned by certain investment funds

that are managed by affiliates of Apollo Global Management, LLC (“Apollo”).

AP VIII Olympus VoteCo, LLC. Olympus VoteCo is a special purpose Delaware limited

liability company with a principal place of business located at 9 West 57th Street, 43rd Floor,

New York, New York 10019. Currently, Mr. Harris holds 51 percent of the voting membership

interests and 33.3 percent of the equity membership interests in Olympus VoteCo. Mr. Nord and

Mr. Kalsow-Ramos, who are both officers and managers of Olympus VoteCo, each currently

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Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia,
Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts,
Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New
Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon,
Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Vermont,
Virginia, Washington, West Virginia, Wisconsin, and Wyoming.

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hold 24.5 percent of the voting membership interests and 33.3 percent of the equity membership

interests in Olympus VoteCo. Mr. Harris, Mr. Nord, and Mr. Kalsow-Ramos are all U.S. citizens

and investment professionals with the Apollo funds group.

Apollo, which was founded in 1990, is a leading global alternative investment manager.

Apollo raises, invests, and manages funds on behalf of some of the world’s most prominent

pension and endowment funds as well as other institutional and individual investors. Apollo has

a strong history of partnering with management teams to grow the companies in which it invests.

It is also an experienced investor in FCC-regulated communications companies. Indeed, over the

years, investment funds managed by affiliates of Apollo have made numerous minority and

controlling investments in businesses regulated by the FCC, including Hughes Network Systems,

Inc., SkyTerra Communications, Inc. (formerly American Mobile Satellite Ventures), TerreStar

Corporation, XM Satellite Radio Holdings, Inc., Intelsat, Telemundo Group, and Charter
9
Communications, Inc.

II. DESCRIPTION OF THE TRANSACTION

Mr. Harris will enter into a unit purchase agreement pursuant to which he will assign his

51 percent voting interest and 33.3 percent equity interest in Olympus VoteCo to its current

Managers, Mr. Nord and Mr. Kalsow-Ramos, each of whom will receive an additional 20.55

percent voting and 11.75 percent equity interest in Olympus VoteCo, and to Mount Olympus,

which will receive a nonattributable 9.9 percent voting and equity interest in Olympus VoteCo.

Following the Transaction, and taking in to account their existing interests in Olympus VoteCo,

9
The investment funds managed by affiliates of Apollo no longer hold an ownership interest in
any of these FCC-regulated companies. Olympus Holdings, Olympus VoteCo, investment funds
managed by affiliates of Apollo, and their respective affiliates do not hold a ten percent or
greater direct or indirect equity interest in any U.S. domestic telecommunications provider.

6

Mr. Nord and Mr. Kalsow-Ramos each will hold a 45.05 percent voting interest and a 45.05

percent equity interest in Olympus VoteCo, and Olympus VoteCo will indirectly control all of

the voting interests in West and the West Licensees. In addition, other than Olympus VoteCo and

the intermediate holding companies between Olympus VoteCo and West set forth in Exhibit A,

no individual or entity will directly or indirectly hold ten percent or more of the voting interests

of West or the West Licensees. Exhibit A includes pre-closing and post-closing organizational

diagrams illustrating the current and proposed post-Transaction voting and equity ownership of

West and the West Licensees.

III. PUBLIC INTEREST STATEMENT

The proposed transfer of control will occur at the parent level, will not affect the day-to-

day management of West and the West Licensees, and does not involve an assignment of

operating authority, assets, or customers. The management and technical teams of West and the

West Licensees will remain in place and will continue to manage the day-to-day operations and

businesses of the companies following consummation of the Transaction. Thus, the companies

will continue to be operated by highly experienced, well-qualified management and technical

personnel.

The West Licensees will continue to provide competitive and innovative service to

existing customers at the same rates, terms and conditions and in the same geographic areas as

currently provided. Any future changes in the rates, terms, or conditions of service will be

undertaken pursuant to customer contracts and any applicable federal and state notice and tariff

requirements. Accordingly, the Transaction will be transparent to all customers of the West

Licensees and will not result in the discontinuance, reduction, loss, or impairment of service to

any customer.

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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

West Licensees, which hold domestic and international Section 214 authority, to Current

Managers:

A. Contact Information (47 C.F.R. § 63.18(c), (d), Answer to IBFS Main Form
Question 10)

Correspondence concerning the Transaction should be directed to:

For Transferor: with a copy to:

Sean Ward Phillip R. Marchesiello
Olympus Holdings II, LLC Wilkinson Barker Knauer, LLP
c/o West Corporation 1800 M. Street, NW, Suite 800N
1601 Dry Creek Dr. Washington, DC 20036
Longmont, CO 80503 Tel: (202) 783-4141
Tel: (720) 864-5510 Fax: (202) 783-5851
Fax: (720) 494-6600 pmarchesiello@wbklaw.com
sward@west.com

For West Licensees: with a copy to:

Sean Ward Phillip R. Marchesiello
Associate Counsel Wilkinson Barker Knauer, LLP
West Corporation 1800 M. Street, NW, Suite 800N
1601 Dry Creek Dr. Washington, DC 20036
Longmont, CO 80503 Tel: (202) 783-4141
Tel: (720) 864-5510 Fax: (202) 783-5851
Fax: (720) 494-6600 pmarchesiello@wbklaw.com
sward@west.com

For Transferee: with a copy to:

Matthew Nord Phillip R. Marchesiello
Robert Kalsow-Ramos Wilkinson Barker Knauer, LLP
AP VIII Olympus VoteCo, LLC 1800 M. Street, NW, Suite 800N
c/o Apollo Management VIII, L.P Washington, DC 20036
9 West 57th Street, 43rd Floor Tel: (202) 783-4141
New York, NY 10019 Fax: (202) 783-5851
Fax: (646) 607-0546 pmarchesiello@wbklaw.com

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West Telecom holds international Section 214 authority, granted in FCC File No. ITC-

214-20050203-00058, to operate as a global or limited global facilities-based and resale carrier.

WIPC holds international Section 214 authority, granted in FCC File No. ITC-214-20110309-

00066, to operate as a global or limited global facilities-based and resale carrier. Neither West

nor any of its subsidiaries other than WIPC and West Telecom hold any other domestic or

international Section 214 authority.

B. Post-Consummation Ownership (47 C.F.R. § 63.18(h), Answer to IBFS Main
Form Question 11)

Upon consummation of the Transaction, West will continue to be the direct parent company

of WIPC and the indirect parent company of West Telecom, as described above. Post-closing, the

following entity will hold a ten percent or greater direct voting or equity interest in West:

Name: Olympus Holdings II, LLC
Address: 9 West 57th Street, 43rd Floor
New York, NY 10019
Citizenship: Delaware, US
Interest Held: 100% voting and equity
Principal Business: Sole shareholder of West

The following entity will hold a ten percent or greater direct voting or equity interest in Olympus

Holdings II, LLC:

Name: Olympus Holdings I, LLC
Address: 9 West 57th Street, 43rd Floor
New York, NY 10019
Citizenship: Delaware, US
Interest Held: 100% voting and equity
Principal Business: Sole member and manager of Olympus Holdings II, LLC

The following entity will hold a ten percent or greater direct voting or equity interest in Olympus

Holdings I, LLC:

Name: Mount Olympus Holdings, Inc.
Address: 9 West 57th Street, 43rd Floor
New York, NY 10019

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Citizenship: Delaware, US
Interest Held: 100% voting and equity
Principal Business: Sole member and manager of Olympus Holdings I, LLC

The following individual or entities will hold a ten percent or greater direct voting or equity

interest in Mount Olympus Holdings, Inc.:

Name: AP VIII Olympus VoteCo, LLC
Address: 9 West 57th Street, 43rd Floor
New York, NY 10019
Citizenship: Delaware, US
Interest: 100% voting (no equity)
Principal Business: Sole Class A voting shareholder of Mount Olympus
Holdings, Inc.

Name Mount Olympus Parent, L.P.
Address: 9 West 57th Street, 43rd Floor
New York, NY 10019
Citizenship: Delaware, US
Interest: 100% equity (non-voting)
Principal Business: Sole Class B non-voting shareholder of Mount Olympus
Holdings, Inc.

The following individuals or entities will hold a ten percent or greater direct voting or equity
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interest in Olympus VoteCo:

Name: Matthew Nord
Address: 9 West 57th Street, 43rd Floor
New York, NY 10019
Citizenship: US
Interest: 45.05% voting and equity interest in, and manager and
member of, Olympus VoteCo
Principal Business: Investment management

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Although these individuals hold an equity interest in Olympus VoteCo, Olympus VoteCo does
not hold a direct or indirect equity interest in Mount Olympus Holdings, Inc.; Olympus Holdings
I, LLC; Olympus Holdings; West; WIPC; or West Telecom.

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Name: Robert Kalsow-Ramos
Address: 9 West 57th Street, 43rd Floor
New York, NY 10019
Citizenship: US
Interest: 45.05% voting and equity interest in, and manager and
member of, Olympus VoteCo
Principal Business: Investment management

The following entity will hold a ten percent or greater direct equity interest in Mount Olympus

Parent, L.P.:

Name AP VIII Olympus Holdings, L.P.
Address: 9 West 57th Street, 43rd Floor
New York, NY 10019
Citizenship: Delaware, US
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Interest: 73% equity
Principal Business: Limited partner in AP VIII Olympus Holdings II, L.P.

The following individuals or entities will hold a ten percent or greater direct equity interest in AP
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VIII Olympus Holdings, L.P:

Name: Apollo Investment Fund VIII, L.P.
Address: 9 West 57th Street, 43rd Floor
New York, NY 10019
Citizenship: Delaware, US
Interest: 47.93% equity
Principal Business: Investment in AP VIII Olympus Holdings, L.P.

Name: AOP VIII (AIV), L.P.
Address: 9 West 57th Street, 43rd Floor
York, NY 10019
Citizenship: Delaware, US
Interest: 14.67% equity

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The equity interest in Mount Olympus Parent, L.P. that is not held by AP VIII Olympus
Holdings, L.P. is held by co-investors (through AP Olympus Co-Invest, L.P.) and members of
the West management team. None of these investors individually hold a direct or indirect equity
interest in AP VIII Olympus Holdings II, L.P. or West or its subsidiaries of 10 percent or more.
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No limited partner in Apollo Investment Fund VIII, L.P., AOP VIII (AIV), L.P., or Apollo
Overseas Partners (Delaware 892) VIII, L.P. holds a ten percent or greater direct or indirect
aggregate limited partnership interest in AP VIII Olympus Holdings, L.P. or a ten percent or
greater direct or indirect equity or voting interest in Mount Olympus Parent, L.P.; Mount Olympus
Holdings, Inc.; Olympus Holdings I, LLC; Olympus Holdings; West; WIPC; or West Telecom.

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Principal Business: Investment in AP VIII Olympus Holdings, L.P.

Name: Apollo Overseas Partners (Delaware 892) VIII, L.P.
Address: 9 West 57th Street, 43rd Floor
New York, NY 10019
Citizenship: Delaware, US
Interest: 30.07% equity
Principal Business: Investment in AP VIII Olympus Holdings, L.P.

Pre-closing and post-closing organizational diagrams illustrating the current and

proposed post-Transaction corporate structure of West are provided in Exhibit A hereto. Other

than as set forth above, following consummation of the Transaction, no other entity or individual

will own a ten percent or greater aggregate direct or indirect equity or voting interest in West or

the West Licensees.

C. Interlocking Directorates (47 C.F.R. § 63.18(h), Answer to IBFS Main Form
Question 12)

Neither Transferee nor Transferor have any interlocking directorates with foreign

carriers. As set forth below, certain executives of West have interlocking directorates with

foreign carriers, all of which are subsidiaries of West as set forth in Section IV(E) below.

• Robert Wechsler is President for West; Executive Vice President for West Telecom;
Executive Vice President and Director for WIPC and West UC Limited; Senior Vice
President and Director for West Unified Communications Services Canada, Inc.; and
Director for West Canada Holdings ULC, West UC Singapore Private Limited, West
UC Japan K.K., and West Cloud Contact Solutions Limited.

• Nancy Disman is Chief Administrative Officer for West, West Safety Services, Inc.
(“West Safety”) and West Telecom; Chief Administrative Officer and Director for
WIPC, West Unified Communications Services Canada, Inc., and West UC Limited;
and Director for WIPC, West Safety, West Telecom, West Canada Holdings ULC,
West UC Singapore Private Limited, West UC Japan K.K., and West Cloud Contact
Solutions Limited.

• Louis Brucculeri is Secretary of West, WIPC, West Safety, West Telecom, and West
UC Limited, and Director of West UC Limited.

• Eric Frazier is President of West Unified Communication Services, Inc. and WIPC
and Director of West UC Limited.

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• Robert Mannix is Chief Accounting Officer of West and Director of West UC
Limited.

• Christopher Wikoff is Secretary of West, WIPC, West Safety, West Telecom, and
West UC Limited; and Director of West UC Limited.

D. Narrative of Transfer of Control and Public Interest Statement (47 C.F.R. §
63.24(e), Answer to Main IBFS Form Question 13)

The Applicants describe the Transaction and its public interest benefits in Sections II and

III of this Application above.

E. Foreign Carrier Affiliates (47 C.F.R. § 63.18(i), Answer to IBFS Main Form
Question 14)

West Telecom is a foreign carrier by virtue of its Basic International Telecommunications

Services license to operate in Canada. In addition, West, West Telecom, and WIPC are affiliated

with the following foreign carriers and such affiliations will continue following the

consummation of the Transaction:

Affiliate Name Country
West Unified Communications Services Canada (World Trade Organization (“WTO”)
Canada, Inc. Member)
West Canada Holdings ULC Canada (WTO Member)
Belgium, Denmark, Finland, France, Ireland,
West UC Limited Luxembourg, Netherlands, Spain, Sweden, U.K.
(WTO Members)
West UC Japan K.K. Japan (WTO Member)
West UC Singapore Private Limited Singapore (WTO Member)
West Cloud Contact Solutions Limited Ireland, U.K. (WTO Members)

Transferor and Transferee are affiliated with the above-identified foreign carriers through their

ownership interests in West, and they will maintain this affiliation following the consummation

of the proposed transaction. Transferor and Transferee are not themselves foreign carriers and

are not affiliated with any other foreign carriers.

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(WQZA586) and the other is held by West’s wholly owned, direct subsidiary West Safety

Services, Inc. (WQEI660).

E. Special Consideration (47 C.F.R. § 63.04(a)(10))

The Applicants do not request any special consideration of this Application pursuant to

Section 63.04(a)(10).

F. Waiver Requests (47 C.F.R. § 63.04(a)(11))

The Applicants do not seek any waivers in connection with this Application.

G. Public Interest Statement (47 C.F.R. § 63.04(a)(12))

The Applicants provide a description of how the Transaction will serve the public

interest, convenience, and necessity in Section III of the Application above.

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VI. CONCLUSION

For the forgoing reasons, Applicants respectfully submit that the public interest,

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

above-described Transaction.

Respectfully submitted,

OLYMPUS HOLDINGS II, LLC,
Transferor

/s/ Louis Brucculeri
Louis Brucculeri
Secretary, and General Counsel
Olympus Holdings II, LLC
c/o Apollo Management VIII, L.P.
9 West 57th Street, 43rd Floor
New York, New York 10019

AP VIII OLYMPUS VOTECO, LLC,
Transferee

/s/ Robert Kalsow-Ramos
Robert Kalsow-Ramos
Vice President, Secretary, and Treasurer
AP VIII Olympus VoteCo, LLC
c/o Apollo Management VIII, L.P.
9 West 57th Street, 43rd Floor
New York, New York 10019

WEST CORPORATION,
WEST TELECOM SERVICES, LLC,
WEST IP COMMUNICATION, INC.,
West and the West Licensees

/s/ Louis Brucculeri
Louis Brucculeri
Executive Vice President and General
Counsel
West Corporation
11808 Miracle Hills Drive
Omaha, NE 68154P

Dated: February 1, 2019

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Document Created: 1900-04-23 00:00:00
Document Modified: 1900-04-23 00:00:00

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