Attachment Transfer Application

This document pretains to ITC-T/C-INTR2019-03180 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTCINTR201903180_1888410

                                   Before the
                     FEDERAL COMMUNICATIONS COMMISSION
                              Washington, DC 20554

                                                )
In the Matter of the Joint Application of       )
                                                )
U.S. TelePacific Holdings Corp, Transferor      )
Arrival Communications, Inc., Licensee          )        File No. ITC-T/C-2019__________
DSCI, LLC, Licensee                             )        File No. ITC-T/C-2019__________
Mpower Communications Corp., Licensee           )        File No. ITC-T/C-2019__________
TPx Communications Co., Licensee                )        File No. ITC-T/C-2019__________
U.S. TelePacific Corp., Licensee                )        File No. ITC-T/C-2019__________
                                                )
and                                             )        WC Docket No. 19-_____________
                                                )
Tango Private Holdings II, 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 Authorized               )
Domestic and International Section 214 Carriers )
__________________________________________)

                                    JOINT APPLICATION

I.     INTRODUCTION

       A.      Summary of Transaction

       U.S. TelePacific Holdings Corp. (“Transferor” or “TPx Holdings”), Arrival

Communications, Inc. (“Arrival”), DSCI, LLC (“DSCI”), Mpower Communications Corp.

(“Mpower”), TPx Communications Co. (“TCC”), U.S. TelePacific Corp. (“TelePacific” and

jointly with Arrival, DSCI, Mpower, and TCC, the “Licensees”) and Tango Private Holdings II,

LLC (“Transferee” or “Tango”) (and jointly with the Licensees, the “Applicants”), pursuant to

Section 214 of the Communications Act, as amended, 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 authority to complete a

transaction that will result in the transfer of control of Licensees to Tango (the “Transaction”).

       The Transaction will result in a change in the ultimate control of Transferor and Licensees

to Transferee, a U.S. investor. Upon closing, Transferor’s current equity holders will collectively

and indirectly hold a class of junior equity in an indirect parent company of Transferee through

Tango Qualified Stockholder Holdings, LLC, with no right to a board seat, no special or

redemption rights, and no individual or entity holding a 10% or greater indirect interest in

Transferor.

       The Transaction will not adversely affect competition for the provision of

telecommunications services in the jurisdictions currently served by Licensees because the

customers served by Licensees have, and following consummation of the Transaction will continue

to have, access to competitive alternatives. Moreover, no assignment of licenses, assets, or

customers will occur as a consequence of the proposed Transaction. Immediately after the closing,

Licensees’ customers will receive services from Licensees at the same rates, terms and conditions.

       B.      Request for Streamlined Processing

       This Application is eligible for streamlined processing pursuant to Sections 63.03 and

63.12 of the Commission’s Rules, 47 C.F.R. §§ 63.03 & 63.12. With respect to domestic authority,

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

immediately following the Transaction, (1) Applicants and their affiliates, as defined in Section

3(1) of the Communications Act (“Affiliates”), combined will hold less than ten percent (10%) of

the interstate, interexchange market; (2) Applicants and their Affiliates will continue to provide

local exchange service only in areas served by dominant local exchange carriers (none of which is




                                                 2


a party to the proposed Transaction) and; (3) none of the Applicants or their Affiliates is dominant

with respect to any service.

       With respect to international authority, 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). Applicants

request streamlined processing pursuant to 47 C.F.R. §63.12(c)(1)(ii) as they qualify for a

presumption of non-dominance based on a non-dominant affiliation with a Canadian foreign carrier

as described herein.

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

II.    DESCRIPTION OF THE APPLICANTS

       A.      Transferor and Licensees

       TPx Holdings, a Delaware corporation, has its headquarters at 515 S. Flower Street, 45th

Floor, Los Angeles, California, 90071-2201. Licensees are wholly owned subsidiaries of

Transferor and provide facilities-based business communications services, including local, long

distance, data and Internet services to small-to-medium sized businesses. TPx Holdings, Licensees

and their controlled affiliates are collectively referred to as “TPx.”

       Below is a brief description of each Licensee and its Section 214 authority:

            1. TelePacific, a California corporation, provides business communications services,

including local, long distance, data and Internet services to thousands of small-to-medium sized

businesses in California, Nevada and New Mexico. TelePacific holds blanket domestic Section

214 authority and holds international Section 214 authority granted in File Nos. ITC-214-

19970828-00514 and ITC-214-19970210-00076.

            2. Arrival, a Delaware corporation, provides telecommunications services in

California. Arrival holds blanket domestic Section 214 authority and holds international Section

214 authority granted in File No. ITC-214-19950920-00031.


                                                  3


            3. DSCI, a Delaware limited liability company, provides telecommunications services

in California, Connecticut, District of Columbia, Florida, Georgia, Maine, Massachusetts, New

Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Texas and Vermont. DSCI holds

blanket domestic Section 214 authority and holds international Section 214 authority granted in

File No. ITC-214-20040309-00098 as assigned in File No. ITC-ASG-20140430-00138.

            4. Mpower, a Nevada corporation, provides telecommunications services in

California and Nevada. Mpower holds blanket domestic Section 214 authority and holds

international Section 214 authority granted in File Nos. ITC-214-19970731-00440.

            5. TCC, a Washington corporation, provides telecommunications services in Texas.

TCC holds blanket domestic Section 214 authority and holds international Section 214 authority

granted in File No. ITC-214-20050214-00568.

       B.      Transferee

       Tango is a Delaware limited liability company with principal offices at c/o Siris Capital

Group, LLC, 601 Lexington Avenue, 59th Floor, New York, New York 10022. Tango is an

affiliate of Siris Capital Group, LLC, a leading investment equity firm focused on driving value

creation in technology and telecommunications companies. Tango was formed for the purpose of

acquiring TPx Holdings. For the purpose of accomplishing the Transaction, Tango has created a

merger subsidiary, Tango Private Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and

direct wholly owned subsidiary of Tango. Tango is ultimately controlled—through intermediary

entities—on a day-to-day basis by Frank Baker, Peter Berger, and Jeffrey Hendren, all of whom

are U.S. citizens. The investment vehicles that indirectly invested in Tango are structured with

numerous limited partners holding most of the equity, none of whom ultimately own more than

10% of the indirect equity of Tango.




                                               4


III.   DESCRIPTION OF THE TRANSACTION

       TPx Holdings, Tango, Merger Sub, and Investcorp International, Inc. (as Stockholder

Representative) entered into an Agreement and Plan of Merger (“Agreement”) on August 17, 2019.

Pursuant to the Agreement, Merger Sub will be merged with and into TPx Holdings, at which time

Merger Sub will cease to exist with TPx Holdings surviving the merger. As a result, immediately

following the consummation of the Transaction, TPx Holdings will be a direct, wholly owned

subsidiary of Tango and Licensees will be indirect, wholly owned subsidiaries of Tango.

Applicants therefore request authority for the transfer of control of Licensees to Tango. For the

Commission’s reference, the pre and post-Transaction structure charts are attached as Exhibit A.

       The Transaction will be seamless to Licensees’ customers. Following the proposed

Transaction, Licensees’ customers will receive services from Licensees pursuant to existing

authorizations as well as existing tariffs and contracts. The Applicants intend to maintain the

Licensees’ managerial, technical and operational standards.

IV.    PUBLIC INTEREST STATEMENT

       The proposed Transaction will serve the public interest in promoting competition among

telecommunications providers. The proposed Transaction is expected to enhance the financial

conditions and prospects of Licensees, increase their liquidity and accelerate the introduction of

new communications technologies, products and services to their customers. These enhancements

will allow Licensees to strengthen their competitive positions to the benefit of their customers and

the telecommunications marketplace. The Transaction will allow TPx to pursue growth strategies

and to expand its operations both in terms of service area coverage and through the ability of each

TPx entity to offer customers an expanded line of products and services. As a result, Applicants

believe Licensees will be able to compete more effectively against incumbent carriers and larger

competitive carriers.


                                                 5


       In prior proceedings, TPx Holdings made commitments (“Commitments”) to the

Department of Justice, Department of Homeland Security, and the Department of Defense that

addressed national security issues with respect to the location of and access to billing records and

other subscriber information, as well as other law enforcement concerns, and the FCC made the
                                                                  1
Commitments a condition of approval of each prior transaction. The proposed Transaction will

not limit or in any way change the Commitments made by TPx Holdings. Although no foreign

equity holder will individually own 10% or more of Licensees upon the Transaction closing, the

Applicants agree to retain and comply with the Commitments.

       Given the competitive nature of the telecommunications market, Applicants seek to

complete the proposed Transaction as soon as possible to ensure that customers can promptly

obtain the benefits of the proposed Transaction. Accordingly, Applicants request that the

Commission process, consider, and approve this Application as expeditiously as possible.




1
        See e.g., Application for the Transfer of Control of DSCI, LLC to U.S. TelePacific Corp.,
WC Docket No. 16-67, DA 16-1028 and IB File No. ITC-T/C-20160307-00115, DA No. 16-
1042; Application for the Transfer of Control of Tel West Network Services Corporation to U.S.
TelePacific Corp., WC Docket No. 11-112, DA 11-1747 and IB File No. ITC-T/C-20110628-
00182, DA 11-1852; In the Matter of Covad Communications Group, Inc., Transferor, NextWeb,
Inc., Licensee, and U.S. TelePacific Corp., Transferee, Petition of Declaratory Ruling Under
Section 310(b)(4) of the Communications Act, as Amended, IB File No. ISP-PDR-20110106-
0001, DA No. 11-544, and WB File Nos. 0004550716, 0004555335, and 0004600142; In the
Matter of the Joint Application of O1 Communications, Inc., Assignor, and U.S. TelePacific
Corp., Assignee, for grant of authority pursuant to Section 214 of the Communications Act of
1934, as amended, and Section 63.04 of the Commission’s Rules to complete an assignment of
assets of an authorized U.S. domestic section 214 carrier, WC Docket No. 10-156, DA 10-1515;
In the Matter of the Joint Application of Mpower Holding Corporation, Transferor, and U.S.
TelePacific Holdings Corp., Transferee, for authority pursuant to Section 214 of the
Communications Act of 1934, as amended, for the transfer of control of an authorized U.S.
domestic and international Section 214 carrier, WC Docket No. 06-107, DA 06-1556 and IB File
No. ITC-T/C-20060518-00282, DA No. 06-1526.


                                                 6


V.     INFORMATION REQUIRED BY SECTION 63.24(e)

       Pursuant to Section 63.24(e)(3) of the Commission’s Rules, the Applicants submit the

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

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

               Transferor:
                       U.S. TelePacific Holdings Corp.               FRN: 0015063829
                       515 S. Flower Street, 45th Floor
                       Los Angeles, CA 90071-2201
                       (213) 213-3000 (Tel)

               Licensees:
                       U.S. TelePacific Corp.                        FRN: 0003733813
                       Arrival Communications, Inc.                  FRN: 0003774536
                       DSCI, LLC                                     FRN: 0023549140
                       Mpower Communications Corp.                   FRN: 0003733102
                       TPx Communications Co.                        FRN: 0012635231
                       515 S. Flower Street, 45th Floor
                       Los Angeles, CA 90071-2201
                       (213) 213-3000 (Tel)

               Transferee:
                       Tango Private Holdings II, LLC                FRN: 0028747988
                       c/o Siris Capital Group, LLC
                       601 Lexington Avenue, 59th Floor
                       New York, NY 10022

       63.18 (b)       Jurisdiction of Organizations:

               Transferor:    TPx Holdings is a Delaware corporation.

               Licensees:     Arrival is a Delaware corporation.
                              DSCI is a Delaware limited liability company.
                              Mpower is a Nevada corporation.
                              TCC is a Washington corporation.
                              TelePacific is a California corporation.

               Transferee:    Tango is a Delaware limited liability company.




                                                 7


      63.18 (c)     Correspondence concerning this Application should be sent to:

For Transferor and Licenses:                  With a copy to:
   Tamar Finn                                       William Hunt
   Danielle Burt                                    Senior Vice President, General Counsel,
   Morgan, Lewis & Bockius LLP                      and Secretary
   1111 Pennsylvania Ave, N.W.                      U.S. TelePacific Holdings Corp.
   Washington, DC 20006                             515 S. Flower Street, 45th Floor
   202-739-3000 (Tel)                               Los Angeles, CA 90071-2201
   202-739-3001 (Fax)                               Tel: 303-268-5420
   tamar.finn@morganlewis.com                       william.hunt@tpx.com
   danielle.burt@morganlewis.com

For Transferee:                                  With a copy to:

      Marc A. Korman                               Peter Berger
      Gabrielle Whitehall                          Tango Private Holdings II, LLC
      Sidley Austin LLP                            c/o Siris Capital Group, LLC
      1501 K Street, N.W.                          601 Lexington Avenue, 59th Floor
      Washington, DC 20005                         New York, New York 10022
      Tel: 202-736-8000                            Tel: (212) 231-0095
      Fax: 202-736-8711                            berger@siris.com
      mkorman@sidley.com
      gwhitehall@sidley.com


      63.18 (d)     Section 214 Authorizations

             Transferor:   TPx Holdings does not hold any Section 214 authority.

             Licensee:     Arrival holds blanket domestic Section 214 authority and holds
                           international Section 214 authority granted in File No. ITC-214-
                           19950920-00031.

                           DSCI holds blanket domestic Section 214 authority and holds
                           international Section 214 authority granted in File No. ITC-214-
                           20040309-00098 as assigned in File No. ITC-ASG-20140430-
                           00138.

                           Mpower holds blanket domestic Section 214 authority and holds
                           international Section 214 authority granted in File Nos. ITC-214-
                           19970731-00440.

                           TCC holds blanket domestic Section 214 authority and holds
                           international Section 214 authority granted in File No. File No. ITC-
                           214-20050214-00568.



                                             8


                                   TelePacific holds blanket domestic Section 214 authority and holds
                                   international Section 214 authority granted in File Nos. ITC-214-
                                   19970828-00514 and ITC-214-19970210-00076.

               Transferee:         Tango does not currently hold any Section 214 authority.

       63.18 (h)      Ownership

       The following entities hold, directly or indirectly a 10% or greater interest in Applicants as

calculated pursuant to the Commission’s ownership attribution rules for wireline and international
                               2
telecommunications carriers:

Pre-Transaction Ownership:

       1)      The following entity wholly owns Arrival Communications, Inc., DSCI, LLC
               and TPx Communications Co.:

               Name:                      U.S. TelePacific Corp.
               Address:                   515 S. Flower Street, 45th Floor
                                          Los Angeles, California 90071-2201
               Citizenship:               U.S.
               Principal Business:        Telecommunications
               % Equity:                  100% (directly)

       2)      The following entity wholly owns Mpower Communications Corp.:

               Name:                      Mpower Holding Corporation
               Address:                   515 S. Flower Street, 45th Floor
                                          Los Angeles, California 90071-2201
               Citizenship:               U.S.
               Principal Business:        Holding Company
               % Equity:                  100% (directly)

       3)      The following entity wholly owns or controls U.S. TelePacific Corp. and Mpower
               Holding Corporation.

               Name:                      U.S. TelePacific Holdings Corp. (“TPx Holdings”)
               Address:                   515 S. Flower Street, 45th Floor
                                          Los Angeles, California 90071-2201
               Citizenship:               U.S.

2
        While the Commission’s rules for combined domestic and international applications
require this information only for the assignee/transferee, see 47 C.F.R. §§ 63.04(b), 63.24(3)(2),
Applicants are providing ownership information for both parties.


                                                    9


               Principal Business:    Holding Company
               % Equity:              100% (directly)

       4)      The following entities own or control 10% or more of U.S. TelePacific Holdings
               Corp.:
               Name:                  Investcorp S.A.3
               Address:               c/o Paget-Brown Trust Company Ltd.
                                      Century Yard, Cricket Square
                                      P.O. Box 1111, Cricket Square
                                      Grand Cayman, KY1-1102, Cayman Islands
               Citizenship:           Cayman Island
               Principal Business:    Investing
               % Equity:              41.7%

               Name:                  Clarity Partners, L.P.4
               Address:               100 North Crescent Drive, Suite 300
                                      Beverly Hills, CA 90210
               Citizenship:           U.S. (Delaware)
               Principal Business:    Investing
               % Equity:              23.97%

3
        Investcorp S.A. does not hold a direct interest in TPx Holdings. Instead, Investcorp S.A.’s
41.7% interest is held indirectly through control of various corporations. Of these corporations,
only TelePacific Equity Limited individually owns or controls more than 10% of TPx Holdings.
All of the intermediate corporations and the approximate magnitudes of their interests are as
follows: Investcorp Properties Limited (2.3%); Investcorp International, Inc. (2.3%); Investcorp
TPC L.P. (6.0%); and Investcorp Secondary Partners I, L.P. (8.1%). In addition, Investcorp S.A.,
or a wholly owned subsidiary of Investcorp S.A., has entered into revocable management
agreements to direct the voting and disposition of the stock held by Aguanga Limited (2.4%);
Cahuilla Limited (2.4%); Fallbrook Limited (2.4%); Palmas Limited (2.4%); TelePacific Holdings
Limited (0.9%); and TelePacific Equity Limited (12.5%). All of these entities are Cayman Islands
companies, with the exception of Investcorp Properties Limited and Investcorp International,
which were formed in Delaware, and have their principal places of business in Delaware and New
York, respectively. All of the Cayman Islands companies can be reached at c/o Paget Brown Trust
Company Limited, Century Yard, Cricket Square, P.O. Box 1111, Cricket Square, George Town,
Grand Cayman KY1-1102, Cayman Islands, except for Aguanga Limited, Cahuilla Limited,
Fallbrook Limited and Palmas Limited, which can be reached at: c/o Martonemere Services Ltd.,
P.O. Box 2197, West Wind Building, Harbour Drive, George Town, Grand Cayman, Cayman
Islands.
4
        Clarity Partners, L.P., a Delaware limited partnership, holds 20.71% in TPx Holdings. Two
Delaware limited partnerships, Clarity Advisors, L.P. and Clarity Associates, L.P., hold 2.98% and
0.28% in TPx Holdings, respectively. The general partner of each of these Delaware limited
partnerships is Clarity GenPar, LLC, a Delaware limited liability company. All of these entities
are can be reached at 100 North Crescent Drive, Suite 300, Beverly Hills, CA 90210.


                                                10


5)   The following entity owns or controls 25% or more of Investcorp S.A. (and
     indirectly owns or controls 10% or more of Transferor).

     Name:                 Investcorp Holdings Limited
     Address:              c/o Paget-Brown Trust Company Ltd.
                           Century Yard, Cricket Square
                           P.O. Box 1111, Cricket Square
                           Grand Cayman, KY1-1102, Cayman Islands
     Citizenship:          Cayman Islands
     Principal Business:   Holding Company
     % Equity:             100%

6)   The following entity owns or controls 25% or more of Clarity Partners, L.P. (and
     indirectly owns or controls 10% or more of Transferor).

     Name:                 Clarity GenPar, LLC
     Address:              100 North Crescent Drive, Suite 300
                           Beverly Hills, CA 90210
     Citizenship:          U.S.
     Principal Business:   Investing
     % Equity:             4.31%, General Partner

7)   The following entities own or control 25% or more of Investcorp Holdings
     Limited (and indirectly own or control 10% or more of Transferor).

     Name:                 Investcorp Holdings B.S.C. (f/k/a Investcorp Bank B.S.C.)
     Address:              Investcorp House
                           P.O. Box 5430
                           Manama, Bahrain
     Citizenship:          Bahrain
     Principal Business:   Investment Bank
     % Equity:             100% of equity (21.00% voting control)

     Name:                 CP Holdings Limited
     Address:              c/o Paget-Brown Trust Company Ltd.
                           Century Yard, Cricket Square
                           P.O. Box 1111, Cricket Square
                           Grand Cayman, KY1-1102, Cayman Islands
     Citizenship:          Cayman Islands
     Principal Business:   Investing
     % Equity:             71.40% voting control




                                    11


8)   The following individuals own or control 25% or more of Clarity GenPar, LLC
     (and indirectly owns or controls 10% or more of Transferor).

     Name:                 Barry Porter
     Address:              100 North Crescent Drive, Suite 300
                           Beverly Hills, CA 90210
     Citizenship:          U.S.
     Principal Business:   Individual
     Ownership Interest:   Managing Member

     Name:                 Stephen P. Rader
     Address:              100 North Crescent Drive, Suite 300
                           Beverly Hills, CA 90210
     Citizenship:          U.S.
     Principal Business:   Individual
     Ownership Interest:   Managing Member

     Name:                 David Lee
     Address:              100 North Crescent Drive, Suite 300
                           Beverly Hills, CA 90210
     Citizenship:          U.S.
     Principal Business:   Individual
     Ownership Interest:   Managing Member

9)   The following entities own or control more than 25% of Investcorp Holdings
     B.S.C. (and indirectly own or control 10% or more of Transferor).

     Name:                 CP Holdings Limited
     Address:              c/o Paget-Brown Trust Company Ltd.
                           Century Yard, Cricket Square
                           P.O. Box 1111, Cricket Square
                           Grand Cayman, KY1-1102, Cayman Islands
     Citizenship:          Cayman Islands
     Principal Business:   Investing
     % Equity:             41.64%

     Name:                 Ownership Holdings Limited
     Address:              c/o Paget-Brown Trust Company Ltd.
                           Century Yard, Cricket Square
                           P.O. Box 1111, Cricket Square
                           Grand Cayman, KY1-1102, Cayman Islands
     Citizenship:          Cayman Islands
     Principal Business:   Holding Company
     % Equity:             9.79%




                                    12


10)    The following entity owns or controls more than 25% of CP Holdings Limited
       (and indirectly owns or controls 10% or more of Transferor).
       Name:                  Ownership Holdings Limited
       Address:               c/o Paget-Brown Trust Company Ltd.
                              Century Yard, Cricket Square
                              P.O. Box 1111, Cricket Square
                              Grand Cayman, KY1-1102, Cayman Islands
       Citizenship:           Cayman Islands
       Principal Business:    Holding Company
       % Equity:              64.43%

11)    The following entities own or control more than 25% of Ownership Holdings
       Limited (and indirectly own or control 10% or more of Transferor).

       Name:                  SIPCO Limited
       Address:               c/o Paget-Brown Trust Company Ltd.
                              Century Yard, Cricket Square
                              P.O. Box 1111, Cricket Square
                              Grand Cayman, KY1-1102, Cayman Islands
       Citizenship:           Cayman Islands
       Principal Business:    Holding Company
       % Equity:              35.52%

12)    The following entities own or control more than 25% of SIPCO Limited (and
       indirectly own or control 10% or more of Transferor).

       Name:                  SIPCO Holdings Limited
       Address:               c/o Paget-Brown Trust Company Ltd.
                              Century Yard, Cricket Square
                              P.O. Box 1111, Cricket Square
                              Grand Cayman, KY1-1102, Cayman Islands
       Citizenship:           Cayman Islands
       Principal Business:    Holding Company
       % Equity:              100% of the voting stock

13)    The following individuals manage SIPCO Holdings Limited: Mr. Hussain
       Ibrahim Al-Fardan (Qatar citizen), Mr. Khalid Rashid Al Zayani (Bahrain citizen),
       Mr. Mohammed Bin Mahfoodh Alardhi (Oman citizen), Ms. Rasha Sabkar
       (Bahrain citizen), Dr. Yousef Hamad Al-Ebraheem (Kuwait citizen), Ghassan
       Abdulaal (Bahrain citizen), and Mark Horncastle (UK citizen).

No other individual or entity owns or controls more than 10% directly or indirectly of
Licensees. In addition to Licensees, TPx Holdings owns or controls a 10 percent or greater,
direct or indirect, ownership interest in NextWeb, Inc. (which holds FCC wireless
authorizations) and ICG ChoiceCom L.P. (a competitive provider in Texas).



                                        13


Post-Transaction Ownership:

       The following entities will own or control ten percent (10%) or more of the equity of TPx
       Holdings:

                Name:                 Tango Private Holdings II, LLC
                Address:              c/o Siris Capital Group, LLC
                                      601 Lexington Avenue, 59th Floor
                                      New York, NY 10022
                Citizenship:          U.S. (Delaware)
                Principal Business:   Investing
                Ownership Interest:   100% of TPx Holdings


                Name:                 Tango Private Holdings I, LLC
                Address:              c/o Siris Capital Group, LLC
                                      601 Lexington Avenue, 59th Floor
                                      New York, NY 10022
                Citizenship:          U.S. (Delaware)
                Principal Business:   Investing
                Ownership Interest:   100% of Transferee


                Name:                 Tango Private Investments, LLC
                Address:              c/o Siris Capital Group, LLC
                                      601 Lexington Avenue, 59th Floor
                                      New York, NY 10022
                Citizenship:          U.S. (Delaware)
                Principal Business:   Investing
                Ownership Interest:   100% of Tango Private Holdings I, LLC

       The following entities will own or control ten percent (10%) or more of the equity of Tango
                                    5
       Private Investments, LLC:

                Name:                 Siris Partners III, L.P.
                Address:              c/o Siris Capital Group, LLC
                                      601 Lexington Avenue, 59th Floor
                                      New York, NY 10022
                Citizenship:          U.S. (Delaware)
                Principal Business:   Investing

5
         The ownership percentages held by the individual investors in Tango Private
Investments, LLC may change slightly prior to closing but will not result in any additional 10%
or greater direct or indirect owner other than those identified in this Application. Moreover, no
entity will have 50% or greater control.


                                                14


Ownership Interest:   41.33% of Tango Private Investments, LLC


Name:                 Siris Partners III Parallel, L.P.
Address:              c/o Siris Capital Group, LLC
                      601 Lexington Avenue, 59th Floor
                      New York, NY 10022
Citizenship:          U.S. (Delaware)
Principal Business:   Investing
Ownership Interest:   8.25% of Tango Private Investments, LLC


Name:                 Siris Partners IV, L.P.
Address:              c/o Siris Capital Group, LLC
                      601 Lexington Avenue, 59th Floor
                      New York, NY 10022
Citizenship:          U.S. (Delaware)
Principal Business:   Investing
Ownership Interest:   33.61% of Tango Private Investments, LLC


Name:                 Siris Partners IV Parallel, L.P.
Address:              c/o Siris Capital Group, LLC
                      601 Lexington Avenue, 59th Floor
                      New York, NY 10022
Citizenship:          U.S. (Delaware)
Principal Business:   Investing
Ownership Interest:   16.07% of Tango Private Investments, LLC


Name:                 Siris Partners GP III, L.P.
Address:              c/o Siris Capital Group, LLC
                      601 Lexington Avenue, 59th Floor
                      New York, NY 10022
Citizenship:          U.S. (Delaware)
Principal Business:   Investing
Ownership Interest:   General Partner of Siris Partners III, L.P.

Name:                 Siris Partners GP IV, L.P.
Address:              c/o Siris Capital Group, LLC
                      601 Lexington Avenue, 59th Floor
                      New York, NY 10022
Citizenship:          U.S. (Delaware)
Principal Business:   Investing
Ownership Interest:   General Partner of Siris Partners IV, L.P. and Siris Partners
                      IV Parallel, L.P.



                               15


                Name:                  Siris GP Holdco III, LLC
                Address:               c/o Siris Capital Group, LLC
                                       601 Lexington Avenue, 59th Floor
                                       New York, NY 10022
                Citizenship:           U.S. (Delaware)
                Principal Business:    Investing
                Ownership Interest:    General Partner of Siris Partners GP III, L.P.


                Name:                  Siris GP Holdco IV, LLC
                Address:               c/o Siris Capital Group, LLC
                                       601 Lexington Avenue, 59th Floor
                                       New York, NY 10022
                Citizenship:           U.S. (Delaware)
                Principal Business:    Investing
                Ownership Interest:    General Partner Siris Partners GP IV, L.P.


               Name:                  Frank Baker
               Address:               c/o Siris Capital Group, LLC
                                      601 Lexington Avenue, 59th Floor
                                      New York, NY 10022
               Citizenship:           U.S.
               Ownership Interest:    Member of Siris GP Holdco III, LLC and Siris GP Holdco
                                      IV, LLC

               Name:                  Peter Berger
               Address:               c/o Siris Capital Group, LLC
                                      601 Lexington Avenue, 59th Floor
                                      New York, NY 10022
               Citizenship:           U.S.
               Ownership Interest:    Member of Siris GP Holdco III, LLC and Siris GP Holdco
                                      IV, LLC

               Name:                  Jeffrey Hendren
               Address:               c/o Siris Capital Group, LLC
                                      601 Lexington Avenue, 59th Floor
                                      New York, NY 10022
               Citizenship:           U.S.
               Ownership Interest:    Member of Siris GP Holdco III, LLC and Siris GP Holdco
                                      IV, LLC6

6
         The members of Siris GP Holdco III, LLC and Siris GP Holdco IV, LLC also control the
entities that serve as investment managers to Siris Partners III, L.P., Siris Partners III Parallel,
L.P., Siris Partners IV, L.P. and Siris Partners IV Parallel, L.P. Those investment managers are


                                                16


       No other individual or entity is expected to hold a 10% or greater direct or indirect interest
       in the Applicants.

       To Applicants’ knowledge, other than shared directors and managers between TPx
       Holdings and its subsidiaries, including DSCI which is a non-dominant foreign carrier in
       Canada, there are no interlocking directorates with a foreign carrier.

       63.18 (i)       Transferee certifies that it is not a foreign carrier, is not affiliated with a
                       foreign carrier, and upon completion of the Transaction, Transferee will
                       indirectly own DSCI which is a non-dominant foreign carrier in Canada.

       63.18 (j)       Transferee certifies that upon consummation of the Transaction, (1) it will
                       not be a foreign carrier in any foreign country; (2) it will control DSCI
                       which is a non-dominant foreign carrier in Canada; and (3) no entity that
                       indirectly owns more than 25 percent of Transferee controls a foreign carrier
                       in any foreign country.

       63.18 (k)       No response is required, as Transferee did not identify any non-World Trade
                       Organization markets in response to 47 C.F.R. § 63.18(j).

       63.18 (l)       Not applicable.

       63.18 (m)       DSCI satisfies the requirement of 47 C.F.R. § 63.10(a)(3) as it holds
                       significantly less than a 50-percent market share in the international
                       transport and local access markets in Canada. Moreover, it does not have
                       any ability to discriminate against unaffiliated U.S. international carriers
                       through the control of bottleneck services or facilities in its respective
                       international market or appear on the Commission’s list of foreign
                       telecommunications carriers presumed to possess market power in foreign
                                                     7
                       telecommunications markets. Accordingly, this foreign-carrier affiliate is
                       presumed to lack sufficient market power on the international end of the
                       route to affect competition adversely in the U.S. market.

       63.18 (n)       Applicants certify that they have not agreed to accept special concessions
                       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.


party to management agreements that are terminable at will on 24 hours’ notice of the General
Partners or by 75% of the limited partners in Siris Partners III, L.P., Siris Partners III Parallel,
L.P., Siris Partners IV, L.P. and Siris Partners IV Parallel, L.P.
7
      See International Bureau Revises and Reissues the Commission’s List of Foreign
Telecommunications Carriers that Are Presumed to Possess Market Power in Foreign
Telecommunications Markets, Public Notice, 22 FCC Rcd. 945 (Int’l Bur. 2007).


                                                  17


       63.18 (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.

       63.18 (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). Applicants request streamlined processing pursuant to
                      47 C.F.R. §63.12(c)(1)(ii) as they qualify for a presumption of non-dominance
                      based on a non-dominant affiliation with a Canadian foreign carrier as
                      described herein.

VI.    INFORMATION REQUIRED BY SECTION 63.04

       In lieu of an attachment, 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 in order to address the requirements set forth in Commission Rule 63.04(a)(6)-(12), 47

C.F.R. § 63.04(a)(6)-(12):

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

       (a)(7) Licensees are each a competitive carrier. A list of the states where each Licensee
              provides telecommunications services is provided in Section II above. In addition,
              ICG ChoiceCom L.P. is a competitive telecommunications provider in Texas
              whose only customer is TCC. All of the services provided by Licensees and their
              affiliates are competitive in nature and none of the Licensees nor any affiliated
              company holds a dominant position in any market.

              Transferee does not provide and is not currently affiliated with any provider of
              telecommunications services.

       (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, with respect to domestic authority, this Application is eligible for
              streamlined processing pursuant to Section 63.03(b)(2)(i) because, immediately
              following the Transaction, (1) Applicants and their Affiliates combined will hold less
              than a ten percent (10%) share of the interstate, interexchange market; (2) Applicants
              and their Affiliates will provide local exchange service only in areas served by
              dominant local exchange carriers (none of which is a party to the proposed
              Transaction) and; (3) none of the Applicants or their Affiliates is dominant with
              respect to any service.

       (a)(9) By this Application, Applicants seek authority with respect to both international
              and domestic Section 214 authorizations (this Application is being separately and



                                                18


              concurrently filed with respect to both types of authorities in compliance with
              Commission Rule 63.04(b), 47 C.F.R. § 63.04(b)).

       (a)(10) Prompt completion of the proposed Transaction is critical to ensure that Applicants
               can obtain the benefits described above. Applicants respectfully request that the
               Commission approve this Application expeditiously in order to allow Applicants to
               consummate the proposed Transaction as soon as possible.

       (a)(11) Not applicable.

       (a)(12) A statement showing how grant of the application will serve the public interest,
               convenience and necessity is provided in Section IV above.

VII.   CONCLUSION

       For the reasons stated above, Applicants submit that the public interest, convenience, and

necessity would be furthered by a grant of this Application for the above-described Transaction.

Applicants request that the Commission consider and approve this Application expeditiously to

permit Applicants to consummate the proposed Transaction as soon as possible.

                                                     Respectfully submitted,


   /s/ Marc A. Korman                                /s/ Tamar Finn
   _____________________                             _____________________

 Marc A. Korman                                     Tamar Finn
 Gabrielle Whitehall                                Danielle Burt
 Sidley Austin LLP                                  MORGAN, LEWIS & BOCKIUS LLP
 1501 K Street, N.W.                                1111 Pennsylvania Ave., N.W.
 Washington, DC 20005                               Washington, DC 20006
 Tel: 202-736-8000                                  (202) 739-3000 (Tel)
 Fax: 202-736-8711                                  (202) 739-3001 (Fax)
 mkorman@sidley.com                                 tamar.finn@morganlewis.com
 gwhitehall@sidley.com                              danielle.burt@morganlewis.com

 Counsel for Tango Private Holdings II, LLC         Counsel for U.S. TelePacific Holdings Corp.
                                                    and Licensees

Dated: September 5, 2019




                                               19


                    EXHIBIT A

Pre- and Post- Transaction Corporate Structure Charts


                                       Pre-Transaction Structure of U.S. TelePacific Holdings Corp.


                                                                                                                              The entities listed include only the holders of FCC
                                                                                                                              214 authorizations and those entities in their chain
                                                    SIPCO Holdings                                                            of ownership. This chart excludes all other
                                                        Limited                                                               subsidiaries of U.S. TelePacific Holdings Corp.

                                                                  100%                                                        * Except as depicted herein, no individual or entity
                                                                                                                              holds a 10% or more indirect interest in U.S.
                                                     SIPCO Limited                                                            TelePacific Holdings Corp.

                                                               35.52%


                                                  Ownership Holdings
                                                       Limited


               64.43%
                                                                     9.79%
     CP Holdings              41.64%
       Limited                                                                                                                     Barry Porter
                                                                                                    1.27%
                                                                                                                                Stephen P. Rader
                                                                    Investcorp Holdings B.S.C.                                      David Lee

     71.40%          0.38%                            7.22%                         100%,
                                                      voting                                                                               Managing Members
     voting          voting                                                         21.00% voting
                                                                                                                              Clarity GenPar, LLC


              Investcorp Holdings Limited
                    100%
                                                                                              4.31%,

                                                                                                            ~~
                                                                                              General Partner

                                                                                                    Clarity Partners,
                                                                                                                        General Partner

                                                                                                                                 Clarity Advisors,
                                                                                                                                                              General Partner

                                                                                                                                                          Clarity Associates,
                                                                                                           L.P.                         L.P.                      L.P.
                    Investcorp S.A.
                                                                                                23.97%                          2.98%                      0.28%
                     41.7%




                                                 U.S. TelePacific Holdings Corp.*

                                                           100%
 Mpower Holding Corporation
                                                                   100%
      100%
                                                      U.S. TelePacific Corp.
Mpower Communications Corp.

                   100%                                            100%                                       100%

         Arrival Communications, Inc.               TPx Communications Co.                            DSCI, LLC


                         Post-Transaction Corporate Structure of U.S. TelePacific Holdings Corp.



                                                 Frank Baker                    Peter Berger                Jeffrey Hendren
                                               (U.S.) (Member)                (U.S.) (Member)               (U.S.) (Member)




                             Siris GP Holdco III, LLC                                                                Siris GP Holdco IV, LLC
                                    (Delaware)                                                                              (Delaware)
                     General Partner                                                                                                General Partner
                            Siris Partners GP III, L.P.                                                             Siris Partners GP IV, L.P.
                                    (Delaware)                                                                              (Delaware)

   General Partner                                                 General Partner           General Partner                                               General Partner
         Siris Partners III, L.P.                 Siris Partners III Parallel, L.P.                Siris Partners IV, L.P.                Siris Partners IV Parallel, L.P.,
               (Delaware)                                   (Delaware)                                   (Delaware)                                 (Delaware)

            37.99%                                        8.25%                                    30.89%                                        14.77%


                                                                   Tango Private Investments, LLC*                                                             The entities listed include only the holders of
                                                                             (Delaware)                                                                        FCC 214 authorizations and those entities in
                                                                                      100%                                                                     their chain of ownership. This chart excludes
                                                                    Tango Private Holdings I, LLC                                                              all other subsidiaries of U.S. TelePacific
                                                                             (Delaware)                                                                        Holdings Corp.

                                                                                      100%                                                                     *The ownership percentages held by the
                                                                    Tango Private Holdings II, LLC                                                             individual investors in Tango Private
                                                                             (Delaware)                                                                        Investments, LLC may change slightly prior
                                                                                                                                                               to closing but will not result in any additional
                                                                                      100%
                                                                                                                                                               10% or greater direct or indirect owner other
                                                                    U.S. TelePacific Holdings Corp.                                                            than those depicted. Moreover, no entity will
                                                                              (Delaware)                                                                       have 50% or greater control.
                                                           100%
                                                                                                                                                               * The limited partners of Siris Partners III,
                                                                                                                                                               L.P.; Siris Partners III Parallel, L.P.; Siris
 Mpower Holding Corporation                                                           100%                                                                     Partners IV, L.P.; Siris Partners IV Parallel,
        (Delaware)
                                                                         U.S. TelePacific Corp.                                                                L.P. are not listed but none have a 10% or
       100%                                                                                                                                                    greater economic interest in Tango Private
                                                                              (California)
Mpower Communications Corp.                                                                                                                                    Investments, LLC.
         (Nevada)

                                100%                                           100%                                          100%
                         Arrival Communications, Inc.                  TPx Communications Co.                        DSCI, LLC
                                  (Delaware)                                (Washington)                             (Delaware)



Document Created: 0000-00-00 00:00:00
Document Modified: 0000-00-00 00:00:00

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