Attachment Joint Application ITC-T/C-INTR2019-02456

Attachment Joint Application

This document pretains to ITC-T/C-INTR2019-02456 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTCINTR201902456_1741184

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

)
In the Matter of the Joint Application of )
)
CCI Network Services, LLC, )
Transferor & Licensee, )
) WC Docket No. 19-_____________
and )
) IB File No. ITC-T/C-2019________
Network Services Holdings, LLC, )
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 Complete a Transfer of )
Control of CCI Network Services, LLC to )
Network Services Holdings, LLC )
)

JOINT APPLICATION

CCI Network Services, LLC (“CCI,” “Transferor,” or “Licensee”), and Network Services

Holdings, LLC (“Network Services” or “Transferee”) (collectively, the “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, respectfully

request Commission approval under streamlined procedures to transfer ownership of CCI to Net-

work Services (the “Transaction”).

In support of this application, Applicants provide the following information:

II. DESCRIPTION OF THE APPLICANTS

A. Transferor and Licensee

CCI is a Utah limited liability company that currently holds global, facilities-based and

resold Domestic and International Section 214 authority. CCI is a full service provider of IP, data

and voice solutions to both medium and large businesses along with enterprise organizations

throughout the United States. CCI offers advanced IP-based, data and voice services such as

MLPS VPN and Ethernet, as well as comprehensive VOIP-enabled services and features. In ad-

dition, CCI provides a broad array of complementary services, including long distance, conference

calling, co-location, and ITFS. CCI currently has the following ownership prior to consummation

of the Transaction: 1

Name: Chris Gose
Address: 5990 S 2300 E
Holladay, UT 84121
Citizenship: U.S.
Principal Business: Individual
% Interest: 100%

Name: Michelle McDonough
Address: 5990 S 2300 E
Holladay, UT 84121
Citizenship: U.S.
Principal Business: Individual
% Interest: 100%

Name: Chris Nottoli
Address: 155 North 400 West Suite 100
Salt Lake City, UT 84103
Citizenship: U.S.
Principal Business: Individual
% Interest: 100% 2

Name: Olivia Nottoli

1
The interests listed in this section are consistent with the Commission’s ownership attribution rules
set forth in Section 63.09 of the Commission’s rules, 47 C.F.R. § 63.09. The Pre-Transaction Corporate
Structure Organization chart included below reflects the actual pre-closing ownership interests in CCI.
2
While Chris Nottoli does not own more than 50% of CCI, Note 2 of Section 63.09 states that an
“ownership percentage for any link in the chain that…represents actual control…shall be treated as if it
were a 100% interest.” As demonstrated in CCI’s Section 214 Notification of Pro Forma Assignment, Mr.
Nottoli, through CGN Holdings, LLC and CGN Investments, LLC, exercises de facto control over CCI.
Accordingly, all three entities are attributed 100% ownership. See IB File No. ITC-ASG-20190410-00101
(granted May 1, 2019).

2

Address: 155 North 400 West Suite 100
Salt Lake City, UT 84103
Citizenship: U.S.
Principal Business: Individual
% Interest: 49%

Name: GoWest Enterprises 1, Inc.
Address: 5990 S 2300 E
Holladay, UT 84121
Citizenship: U.S. (Utah)
Principal Business: Investment Vehicle
% Interest: 100%

Name: CGN Holdings, LLC
Address: 155 North 400 West Suite 100
Salt Lake City, UT 84103
Citizenship: U.S. (Arizona)
Principal Business: Holding Company
% Interest: 100%

Name: CGN Investments, LLC
Address: 155 North 400 West Suite 100
Salt Lake City, UT 84103
Citizenship: U.S. (Arizona)
Principal Business: Investment Vehicle
% Interest: 100%

No other person or entity, directly or indirectly, owns or controls a 10% or greater interest

in CCI.

B. Transferee

Transferee is a Delaware limited liability company formed for the purpose of acquiring the

equity interests of the Transferor. Prior to the consummation of the Transaction, the Transferee’s

managers consist of Ryan Stratton and David Parkin, both U.S. citizens, and no officers.

III. DESCRIPTION OF THE TRANSACTION

In the proposed transaction, membership interests of CCI will be purchased by Network

Services, resulting in a change of the ultimate ownership and control of the CCI and the Domestic

and International Section 214 authorizations it holds. Network Services will have control of and

3

will be the sole manager of CCI Networks. Network Services will delegate day-to-day operational

management of CCI Networks to the Officers 3 of CCI Networks, who will be subject to the control

and management of Network Services, allowing the company to continue to provide domestic and

international voice and data telecommunications services to its customers with no changes in the

name of the company or its rates, terms, or conditions of service.

IV. INFORMATION REQUIRED BY SECTION 63.24(e)

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

lowing information requested in Section 63.18 (a)-(d) and (h)-(p) in support of this Application:

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

Transferor:

CCI Network Services, LLC FRN: 0009871096
155 North 400 West Suite 100
Salt Lake City, UT 84103
Tel: 801-994-4100

Licensee:

CCI Network Services, LLC FRN: 0009871096
155 North 400 West Suite 100
Salt Lake City, UT 84103
Tel: 801-994-4100

Transferee:

Network Services Holdings, LLC FRN: 0028421873
c/o Tower Arch Capital, LLC
14034 South 145 East, Suite 300
Draper, UT 84020
Tel: 801-997-5946

(b) Jurisdiction of Organizations:

3
Upon the consummation of the transaction, the Officers of CCI Networks (“Officers”) will be: Chris-
topher Gose (Chief Executive Officer); Jeff Parson (Chief Operating Officer); Christopher Nottoli (Execu-
tive Chairman); and Ryan Stratton (Secretary).

4

Transferor/Licensee: CCI is a limited liability company formed under the laws of Utah.

Transferee: Network Services is a limited liability company formed under the laws of Delaware.

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

sent to:

r Transferor and Licensee: For Transferee:
Jeff Parson David Parkin
Chief Operating Officer Treasurer
CCI Network Services, LLC Network Services Holdings, LLC c/o Tower
155 North 400 West Suite 100 Arch Capital, LLC
Salt Lake City, UT 84103 14034 S. 145 E., Ste. 300
Tel: 801-994-4100 Draper, UT 84020
Tel: 801-997-5946

with a copy to: with a copy to:
Brian Weimer Dorsey & Whitney LLP
Douglas Svor Attn: George Foote
Samuel Swoyer 1401 New York Ave. NW, Suite 900
Sheppard Mullin Richter & Hampton LLP Washington D.C. 20005
2099 Pennsylvania Ave., N.W., Suite 100 Tel: 202-442-3518
Washington, DC 20006-6801 E-mail: foote.george@dorsey.com
Tel: 202-747-1930 (tel)
Tel: 202-747-3818 (fax)
E-mail: bweimer@sheppardmullin.com
dsvor@sheppardmullin.com
sswoyer@sheppardmullin.com

(d) Section 214 Authorizations

Transferor/Licensee: CCI Networks holds global, facilities-based and resold International Sec-

tion 214 authority, File No. ITC-214-19980120-00026 (the “International Section 214 Authoriza-

tion”). The International Section 214 Authorization provides authority to operate as a facilities-

based carrier in accordance with the provisions of Section 63.18(e)(1) of the Commission’s rules

and to provide global resale service in accordance with Section 63.18(e)(2) of the Commission’s

5

rules. 4

Transferee: Network Services does not hold international or domestic Section 214 authority.

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

will hold a ten (10) percent or greater equity interest in Transferee upon consummation of the

proposed transaction,5 as calculated pursuant to the Commission’s ownership attribution rules for

wireline and international telecommunications carriers:

Pre- and Post-Transaction Ownership of Transferor

Pre-Transaction Ownership of CCI Networks

See Section II.A above.

Post-Transaction Ownership of CCI Networks

Upon consummation of the Transaction, 100% of the membership interests of CCI Net-

works will be owned by Network Services. GoWest Enterprises 1, Inc.; CGN Invest-

ments, LLC; Tower Arch Partners I, LP and Tower Arch Partner I(Q), LP (collectively

“Funds”) will each directly own 10% or more of the equity in Network Services:

Name: Tower Arch Partners I, LP
c/o Tower Arch Capital, L.P.
General Partner: Tower Arch Partners I GP, LLC
Address: 14034 South 145 East, Suite 300
Draper, Utah 84020
Jurisdiction: Delaware, United States
Principal Business: Investing
Ownership Interest: 25.23%

Ryan Stratton, David Parkin, David Topham, and Ryan Neuenschwander control the
General Partner for Tower Arch Partners I, LP. All four individuals are U.S. Citizens and
can be reached at the address provided for Tower Arch Partners, L.P.

4
47 C.F.R. §§ 63.18(e)(1), (e)(2).
5
47 C.F.R. § 63.18(h).

6

Name: Tower Arch Partners I (Q), LP
c/o Tower Arch Capital, L.P.
General Partner: Tower Arch Partners I GP, LLC
Address: 14034 South 145 East, Suite 300
Draper, Utah 84020
Jurisdiction: Delaware, United States
Principal Business: Investing
Ownership Interest: 46.20%

Ryan Stratton, David Parkin, David Topham, and Ryan Neuenschwander control the
General Partner for Tower Arch Partners I(Q), LP. All four individuals are U.S. Citizens
and can be reached at the address provided for Tower Arch Partners, L.P.

Name: GoWest Enterprises 1, Inc.
Address: 5990 S 2300 E
Holladay, UT 84121
Citizenship: United States
Principal Business: Investment Vehicle
Ownership Interest: 14.2857% interest in CCI Networks

Name: CGN Investments, LLC
Address: 470 Hidden Lake Circle
Bountiful, UT 84010
Citizenship: United States
Principal Business: Holding Company
Ownership Interest: 14.2857% interest in CCI Networks

GoWest Enterprises 1, Inc. is ultimately owned by Chris Gose and Michelle McDonough, both of
whom are U.S. citizens. CGN Investments, LLC is ultimately controlled by Chris Nottoli, a U.S.
citizen.

To the Transferee’s knowledge, no other person or entity, directly or indirectly, owns or controls
a 10% or greater interest in Transferee.

Transferee does not have any interlocking directorates with a foreign carrier.

(i) (Answer to Question 14) Applicants certify that none of the Applicants is a foreign

carrier or affiliated with a foreign carrier.

(j) (Answer to Question 15) Applicants certify that they do not seek to provide inter-

national telecommunications services to any destination country where:

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

7

(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 market-
ing or international basic telecommunications services in the United States.

(k) Not applicable

(l) Not applicable.

(m) Not applicable

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

sions directly or indirectly from any foreign carrier with respect to any U.S. international 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 respectfully 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 are or are affiliated with

any foreign carriers and none of the scenarios outlined in Section 63.12(c) of the Commission’s Rules,

47 C.F.R. § 63.12(c), 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 fol-

8

lowing information in support of their request for domestic Section 214 authority to transfer con-

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

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

63.04(a)(6): Description of the Transaction

In the proposed transaction, membership interests of CCI Networks will be purchased by

Network Services, resulting in a change of the ultimate ownership and control of the CCI Networks

and the Domestic and International Section 214 authorizations it holds. Network Services will

have control of and will be the sole manager of CCI Networks. Network Services will delegate

day-to-day operational management of CCI Networks to the Officers of CCI Networks who are

subject to the control and management of Network Services, allowing the company to continue to

provide domestic and international voice and data telecommunications services.

63.04(a)(7): Geographic Areas Served

CCI Networks provides domestic telecommunications services in the following states –

Alabama; Arizona; Arkansas; California; Colorado; Connecticut; District of Columbia; Florida;

Georgia; Idaho; Illinois; Indiana; Iowa; Kansas; Kentucky; Louisiana; Maine; Maryland; Massa-

chusetts; Michigan; Minnesota; Missouri; Montana; Nebraska; Nevada; New Hampshire; New

Jersey; New Mexico; New York; North Carolina; North Dakota; Ohio; Oklahoma; Oregon; Penn-

sylvania; Rhode Island; South Carolina; South Dakota; Tennessee; Texas; Utah; Vermont; Vir-

ginia; Washington; Wisconsin; and Wyoming.

Network Services does not provide telecommunications services and is not currently affil-

iated with any telecommunications carrier.

63.04(a)(8): Streamlining Considerations

Applicants request streamlined processing pursuant to Sections 63.03 of the Commission’s

9

As such, the Transaction will not have an effect on competition in the domestic telecommunica-

tions market.

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 CCI Network Services LLC to Network Services Holdings, LLC.

Respectfully submitted,

/s/ Brian Weimer /s/ George M. Foote
Brian Weimer George Foote
Douglas Svor Dorsey & Whitney LLP
Samuel Swoyer 1401 New York Ave. NW, Suite 900
Sheppard Mullin Richter & Hampton LLP Washington D.C. 20005
2099 Pennsylvania Ave., N.W., Suite 100 Tel: 202-442-3518
Washington, DC 20006-6801 E-mail: foote.george@dorsey.com
Tel: 202-747-1930
Fax: 202-747-3818 Counsel for Transferee
bweimer@sheppardmullin.com
dsvor@sheppardmullin.com
sswoyer@sheppardmullin.com

Counsel for Transferor and Licensee
Dated: June 19th, 2019

11

VERIFICATION

I, David Parkin, state that I am the Treasurer of Network Services Holdings, LLC c/o

Tower Arch Capital, LLC; that I am authorized to make this Verification on behalf of Network

Services Holdings, LLC c/o Tower Arch Capital, LLC; that the foregoing filing was prepared un-

der my direction and supervision; and that the contents are true and correct to the best of my

knowledge, information, and belief.

I declare under penalty of perjury that the foregoing is true and correct. Executed this 19th

day of June, 2019.

__/s/__David Parkin_______
David Parkin
Treasurer
Network Services Holdings,
LLC c/o Tower Arch Capital,
LLC

VERIFICATION

I, Jeff Parson, state that I am the Chief Operating Officer of CCI Network Services, LLC;

that I am authorized to make this Verification on behalf of CCI Network Services, LLC; that the

foregoing filing was prepared under my direction and supervision; and that the contents are true

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

I declare under penalty of perjury that the foregoing is true and correct. Executed this 19th

day of June, 2019.

__/s/__Jeff Parson________
Jeff Parson
Chief Operating Officer
CCI Network Services, LLC

Document Created: 2019-06-19 12:45:07
Document Modified: 2019-06-19 12:45:07

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