Control Number : Item Number : 1. Addendum StartPage : 0

Transcription

1 Control Number : Item Number : 1 Addendum StartPage : 0

2 Public Utility Commission of Texas 1701 N. Congress Avenue P. O. Box Austin, Texas / (Fax) Web Site: TITLE PA GE 2016 WJR - I PH 3y 36 1'tl6LIE:1LILG ht APPLICATION FOR AMENDMENT TO A SERVICE PROVIDER CERTIFICATE OF OPERATING AUTHORITY DOCKET NO APPLICANT(s): 1. Telecommunication Properties, Inc. ("TPI") 2. TPI/ExteNet Holdings LLC ("Transferee") Authorized Representatives for this Application: Russell M. Blau Brett P. Ferenchak Morgan, Lewis & Bockius LLP 2020 K Street, N.W. Washington, DC Tel: (202) Fax: (202) russel l.blau@morgtanlewis.com brettferenchak(a?,morganlewis.com TPI Regulatory Representative: James T. Chiles President Telecommunication Properties, Inc. 901 Main St., Suite 2600 Dallas, TX Tel: (214) jchilesna,tpicom.com TPI Complaint Representative: Steve Horton Senior Project Manager Telecommunication Properties, Inc. 901 Main St., Suite 2600 Dallas, TX Tel: (214) shortona,tpicom.com CIERK i 1SSItlN is Effective Date 6/23/2011

3 Page 2 S AFFIDAVIT STATE OF TEXAS COUNTY OF DALLAS Inc. (TPI). My name is James T. Chiles. I am President of Telecommunication Properties, 2. I swear or affirm that I have personal knowledge of the facts stated in this filing, that I am competent to testify to them, and that I have the authority to make this filing on behalf of TPI. I further swear or affirm that all of the statements and representations made in this Application for an Amendment to a Service Provide Certificate of Authority are true and correct with respect to TPI. I swear or affirm that TPI understands and will comply with all requirements of law applicable to a Service Provider Certificate of Authority. Si nature Typed or Printed Name SWORN TO AND SUBSCRIBED before me on the My commission expires: ^ < 0 / Notary Public n/^nd For he State of ((^Yi^ 11 1PETA-GAYE BONNER-BNLEY h1y COMMISSION # EE EXPkRES: October 10, 2016 BonGed Thru Notary PuWic Undeswriters

4 Page,-?- AFFIDAVIT STATE OF NEW YORK COUNTY OF NEW YORK l. My name is Brian McMullen. I am Vice President and Secretary for TPI/ExteNet Holdings, LLC. 2. I swear or affirm that I have personal knowledge of the facts stated in this filing, that I am competent to testify to them, and that I have the authority to make this filing on behalf of Company. I further swear or affirm that all of the statements and representations made in this Application for an Amendment to a Service Provide Certificate of Authority are true and correct with respect to Company. I swear or affirm that Company understands and will comply with all requirements of law applicable to a Service Provider Certificate of Authority. Signatu Typed or Printed Name SWORN TO AND SUBSCRIBED before me on the o26-a day of G, Notary Public In and For the State of My commission expires: ('C71 17,a0/g u4". RACHEL WILLIAMSON As Notary Public - State of Florida j My Comm. Expires Oct 17, 2A18 Commission af FF ^^m ^

5 Page 4 1. Check only one of the following Requests: (a) Check only one. New SPCOA Application New COA Application X Amended SPCOA Application Amending SPCOA No Amended COA Application Amending COA No. (b) If you are filing an amendment, check one or more of the following as requests made in this amendment filing: Name Change Amendment X Change in- Ownership/Control Change in Service Area Corporate Restructuring Certification Relinquishment Service Discontinuation Change in Type of Provider Other (c) Provide a summary explanation of all items checked in "b" above. Telecommunication Properties, Inc. ("TPI") and ("Transferee") (together, the "Applicants") request approval, to the extent required, for the transfer of control of TPI to Transferee (the "Transaction"). This Application is filed to the extent necessary pursuant to P.U.C. Subst. R Pursuant to the terms of the Stock Purchase Agreement (the "Agreement") dated as of February 12, 2016, by and among TPI, Jennifer and James Chiles (together, "Sellers"), and Transferee, Transferee and an affiliate will acquire TPI from Sellers! Immediately following closing, Transferee will obtain the remaining ownership of TPI from its affiliate and TPI will be a wholly owned direct subsidiary of Transferee. As described more fully in Docket No , Transferee's current parent, ExteNet Holdings, Inc., plans on merging with and into its subsidiary, ExteNet Systems, Inc. ("ESI"), whereupon ESI will be surviving entity and ExteNet Holdings, Inc. will cease to exist (the "Pro Forma Change"). The Pro Forma Change may occur before or after the Transaction. Therefore, Applicants seek approval for ExteNet Holdings, Inc. or ESI to have indirect ownership, as the direct parent of Transferee, of TPI depending on the sequencing of the Transaction and Pro Forma Change. For the Commission's convenience, Exhibit A contains a pre- and post-transaction ownership structure of the Applicants, including the Pro Forma Change. Description of the Applicants 0 i Transferee is acquiring a controlling interest, while its affiliate is acquiring a noncontrolling interest.

6 Page 5 TPI is a Texas corporation that designs, builds and operates large fiber optic distributed antenna systems and Small Cell networks for Mobile Network Operators. TPI operates these networks inside professional football stadiums, major universities and large real estate projects. Outdoors, TPI operates Small Cell fiber optic networks and distributed antenna systems through TPI's regulatory permits and franchise authority. Transferee is a Delaware limited liability company ultimately owned by Mount Royal Holdings, LLC ("Parent"), a Delaware limited liability company. Parent and Transferee have executive offices at 750 Park of Commerce Drive, Suite 200, Boca Raton, Florida Transferee was formed in order to complete the Transaction. Additional information regarding Parent was provided in Docket Nos and and is incorporated by reference.

7 Page 6 2. Provide a description of the Applicant, which shall include the following: (a) Legal name and all assumed names under which the Applicant conducts business, if any; 1. Telecommunications Properties, Inc. ("TPI") 2. ("Transferee") (b) Address of principal office and business office; 1. Telecommunications Properties, Inc. 901 Main Street, Suite 2600 Dallas, TX TPI/ExteNet Holdings LLC c/o Digital Bridge 750 Park of Commerce Drive, Suite 200 Boca Raton, FL (c) Principal office/business office telephone number: Fax number: Website address: address: Toll-free customer service telephone number: 1. Principal office telephone number: (214) Fax number: (214) Website address: address: jchiles@tpicom.com Toll-free customer service telephone number: (866) Principal office telephone number: Fax number: None Website address: None address: wroll@digitalbridgellc.com Toll-free customer service telephone number: Not applicable (d) FCC Carrier Identification Code (CIC) or National Exchange Carriers Association (NECA) Operating Carrier Numbers (OCNs), if available; ^ (e) No Change. Form of business in Texas (e.g., corporation, partnership, sole proprietorship), Charter/Authorization number, date business was formed and date change was made (if applicable). Provide the State and date in which the parent company is

8 Page 7 i registered. (The Commission requires registration with the Secretary of State for all forms ofbusiness, except sole proprietorships.) 1. TPI is a Texas corporation that was established as of February 13, The Secretary of State issued an authorization to transact business under file number as a Domestic For-Profit Corporation as of February 13, Transferee is a Delaware limited liability company. Transferee is ultimately owned by Mount Royal Holdings, LLC ("Parent"), a Delaware limited liability company. (f) A list of the names, titles, phone number and office address of each director, officer, or partner; 1. The following are currently the corporate officers of TPI: Jennifer L. Chiles, CEO James T. Chiles, President Vicki L. Clark, Secretary and Treasurer Jeff Alexander, Vice President The directors of TPI currently are: Jennifer L. Chiles, James T. Chiles, and Vicki L. Clark. These officers and directors can be reached at the address, phone number and address provided in 2(c), above. 2. The following officers of Transferee: Marc Ganzi, President and Treasurer Brian McMullen, Vice President and Secretary These officers and directors can be reached at the address, phone number and address provided in 2(c), above. As a limited liability company, Transferee does not have directors but a sole member, which is currently ExteNet Holdings, Inc.

9 Page 8 (g) Name, address, and office address of each of the five largest shareholders, if not publicly traded; 1. TPI's current primary owners are: Jennifer L. Chiles James T. Chiles 901 Main St., Suite 2600 Dallas, TX Upon completion of the Transaction, TPI will be majority (and perhaps wholly) owned by Transferee/ 2. Transferee is currently a direct, wholly owned subsidiary of ExteNet Holdings, Inc., which is ultimately owned by Parent. Parent's primary owners are: Digital Bridge Small Cell Holdings, LLC ("Digital Bridge") 750 Park of Commerce Drive, Suite 200 Boca Raton, FL S ^ Stonepeak Communication Holdings LLC ("Stonepeak") 717 Fifth Avenue, 25th Floor New York, NY Delta-v Capital MRH LP ("Delta-v") 1941 Pearl Street, Suite 200 Boulder, CO Vertical Towers Holdings, LLC ("Vertical Towers") c/o Goldman Sachs & Co., 200 West Street, 28th Floor New York, NY As a result of the planned Pro Forma Change described above and in Docket No , Transferee will become a wholly owned subsidiary of ESI, which is ultimately owned by Parent. (h) Legal name of parent company, if any, and a description of its primary business interests; and, Currently, TPI does not have a parent company. Upon completion of the Transaction, TPI's parent company will be Transferee. The legal name of Transferee's current parent company is ExteNet Holdings, Inc., a holding company with no operations of its own. As a result of the

10 Page 9 0 planned Pro Forma Change described above and in Docket No , Transferee will become a wholly owned subsidiary of ESI, which is ultimately owned by Parent. (i) Legal name of all affiliated companies that are public utilities or that are providing telecommunications services and the states in which they are providing service. Give a description of all affiliates and explain in detail the relationship between the Applicant and its affiliates. An organizational chart should be provided, if available. Currently, TPI does not have any subsidiaries that are public utilities. Currently, Transferee does not have any operating subsidiaries. Transferee is affiliated through common direct ownership with ExteNet Systems, Inc. ("ESI"), which is authorized to provide telecommunications services in Alabama, Arizona, Colorado, Connecticut, Delaware, District of Columbia, Florida, Georgia, Hawaii, Illinois, Indiana, Kansas, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Utah, Washington, and Wisconsin, and its subsidiaries: (i) ExteNet Systems (California) LLC ("ExteNet-CA"), which provides telecommunications services in California; (ii) ExteNet Systems (Virginia) LLC ("ExteNet-VA"), which provides telecommunications services in Virginia; and (iii) ESI Advanced Wireless Networks, LLC ("ESI-AWN"), which provides telecommunications services in Massachusetts. Exhibit A is a current and post-transactions entity ownership structure. 0

11 Page State the name and only one name, in which the Applicant wants the Commission to issue its certificate. Provide the following information from the Applicants registration with the Office of the Secretary of State of Texas or registration with another state or county, as applicable: (NOTE: If the Applicant is a corporation, the Commission will issue the certificate in either the Applicant's corporate or assumed name, not both. The certificate holder must use only the name approved by the Commission on all bills and advertisements sent to or viewed by the public. Name Changes require Commission Approval as well as Secretary of State Approval.) The SPCOA should remain in the name "Telecommunication Properties, Inc."

12 Page (a) Provide a detailed description of the telecommunications services to be provided. No Change. (b) Indicate with a yes or no response for each item below, whether the Applicant will be providing the following telecommunications services and whether the service will be for business or residential service: No Change. POTS (Plain Old Telephone Service) ADSL ISDN HDSL SDSL RADSL VDSL Optical Services Tl-Private Line Switch 56 KBPS (KiloBits Per Second) Frame Relay Fractional Ti Long Distance Wireless Other (Please Describe): Business Residential

13 - Page (a) Is the Applicant providing prepaid calling services? No. (b) If yes to (a), provide a yes or no response to the list of telecommunications services below: Residential Prepaid Local Calling Services Business Prepaid Local Calling Services Residential Prepaid Domestic Long Distance Calling Services Business Prepaid Domestic Long Distance Calling Services Residential Prepaid International Long Distance Calling Services Business Prepaid International Long Distance Calling Services.7

14 Page (a) Indicate below the type of certification being requested: Facilities-based, Data, and Resale Facilities-based and Resale Resale Only Data Only - Facilities-based and Resale Data Only - Resale Only No Change.

15 Page Provide a written description of the exchanges, local access and transportation areas (LATAs), or incumbent local exchange company (ILEC) service areas or attach a scaled map of the geographic area for which the certificate is requested within the State of Texas that the Applicant proposes to serve. No Change.

16 TPUExteNet Holdings, LLC Page Does the Applicant, owner, or any affiliate currently hold a service provider certificate of operating authority (SPCOA), certificate of operating authority (COA), or certificate of convenience and necessity (CCN) for any part of the area covered by this Application? TPI holds SPCOA No Transferee does not hold a certificate. Transferee's affiliate, ESI, holds SPCOA No.

17 Page (a) Does the Applicant expect to provide service to customers other than itself and its affiliates? No Change. (b) Has the Applicant provided one copy of this Application to the Texas Commission on State Emergency Communications (a.k.a. 911 Commission) within 5 days of submitting the application? If you are relinquishing the certificate have you also sent a copy of the application to all affected 911 entities within 5 days of submitting the application? (Send copy to Commission on State Emergency Communications, Accounts Payable Section at 333 Guadalupe Street, Suite 2-212, Austin, Texas , with phone number , fax number , and website address www state. tx. us). Pursuant to the Commission's directions for a change in ownership/control, Applicant only needs to update this information as required. Applicant has no updates to add to its previous response. (c) As part of the Application provided to the 911 Commission and this commission, has the applicant provided the following information concerning its 911 contact person as required in Substantive Rule No (e)(2)(a)? (You may provide up to three 911 contacts per company) No Change.

18 ^ (a) Is the Applicant a municipality? Page 17 No. (b) Will the Applicant enable a municipality or municipal electric system to offer for sale to the public, directly or indirectly, local exchange telephone service, basic local telecommunications service, switched access service, or any non-switched telecommunications service used to provide connections between customers' premises within an exchange or between a customer's premises and a long distance provider serving the exchange? No.

19 Page 18 ^ 11. (a) APPLICABLE TO SPCOA APPLICANTS ONLY. Report total intrastate switched access minutes of use for the Applicant, together with its affiliates, for the twelve-month period beginning sixteen months before the first day of the month in which this Application is filed. (In calculating minutes of use for this question, include minutes of all entities affiliated with the Applicant.) TPI does not have any switched access minutes. Transferee and its affiliates do not have any switched access minutes. (b) APPLICABLE TO SPCOA APPLICANTS ONLY. Identify all affiliates whose minutes of use are included in the calculation required in 12(a). Not applicable.

20 Page (a) Has the Applicant, its owners, or any affiliate applied for a permit, license, or certificate to provide telecommunications services in any state other than Texas? If yes, identify the affiliates, what permit, license, or certificate they have applied for, and the state(s) in which they have applied. TPI has certificates, authorizations or exemptions from regulation to provide telecommunications services in Texas and Kentucky. Transferee has never applied for authorization to provide telecommunications services in any state. Transferee's affiliate, ESI, has certificates, authorizations or exemptions from regulation to provide telecommunications services in Alabama, Arizona, Colorado, Connecticut, Delaware, District of Columbia, Florida, Georgia, Hawaii, Illinois, Indiana, Kansas, Louisiana, Massachusetts, Maryland, Michigan, Minnesota, Missouri, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Utah, Washington, and Wisconsin. ESI's subsidiaries also have certificates or authorizations to provide telecommunications services in California, Massachusetts, and Virginia. (b) Has the Applicant, its owners, or any affiliate ever had a permit, license, or certificate to provide telecommunications services granted by any state, including Texas? If yes, identify the affiliates, what permit, license, or certificate they have and when they were held and the state(s) in which they are held. Provide an explanation. Please see response to 12(a) above. (c) Has the Applicant, its owners, or any affiliate ever had any permit, license, or certificate denied or revoked by any state? If yes, identify the affiliates, what permit, license, or certificate they had revoked, and the state(s) in which they were revoked. Provide an explanation. No. (d) Has the Applicant, its owners, or any affiliate ever provided telecommunications services in Texas or any other state? If yes, identify the affiliates, what permit, license, or certificate they may have held, and the state(s) in which they provided service. TPI provides telecommunications services in Texas and Kentucky. Transferee is a holding company that does not have any operations. The following affiliates of Transferee provide telecommunications services: ESI provides telecommunications services in Alabama, Arizona, California, Connecticut, District of Columbia, Florida, Illinois, Indiana, Kansas,

21 Page 20 ^ Louisiana, Massachusetts, Michigan, Missouri, Nevada, New York, Pennsylvania, Rhode Island, Texas, Virginia and Wisconsin; ExteNet-CA provides telecommunications services in California; ExteNet-VA provides telecommunications services in Virginia; and ESI-AWN provides telecommunications services in Massachusetts.

22 Page 21 TPUExteNet Holdings, LLC 13. (a) Any complaint history, disciplinary record and compliance record during the 60 months immediately preceding the filing of the application regarding: the applicant; the applicant's affiliates that provide utility-like services such as telecommunications, electric, gas, water, or cable service; the applicant's principals; and any person that merged with any of the preceding persons. The information should include, but not be limited to, the type of complaint, in which state or federal agency the complaint was made, the status of the complaint, the resolution of the complaint and the number of customers in each state where complaints occurred. 1. No formal complaints or regulatory actions have been taken against TPI or its affiliates within the past 60 months in any state or by the FCC. 2. No formal complaints or regulatory actions have been taken against Transferee or its affiliates within the past 60 months in any state or by the FCC. (b) Is the Applicant, or the applicant's principals currently under investigation or have the Applicant or its principals been penalized by an attorney general or any state or federal regulatory agency for the violation of any deceptive trade or consumer protection law or regulation? If yes, please explain. 1. TPI is not aware of any investigations of TPI or its affiliates for violation of any deceptive trade or consumer protection law or regulation. 2. Transferee is not aware of any investigations of Transferee or its subsidiaries for violation of any deceptive trade or consumer protection law or regulation. (c) Disclose whether any owners, directors, officers, or partners in the organization are convicted felons? Also disclose whether the applicant or applicant's principals have been convicted or found liable for fraud, theft, larceny, deceit, or violations of any securities laws, customer protection laws, or deceptive trade laws in any state. If yes, please explain. None of the owners, directors, officers, or partners of the Applicants are convicted felons and none have been convicted or found liable for fraud, theft, larceny, deceit or violations of securities laws, customer protection laws or deceptive trade laws in any state.

23 Page 22 (d) Provide the number of customers per state (including Texas) for the past 60 months, for which the Applicant, its parent company, and/or any affiliates are providing telecommunications services. 1. TPI provides telecommunications services to 2 customers. 2. Transferee does not provide telecommunications services and therefore does not have any customers. Transferee's affiliate, ESI, is a carrier's carrier and provides wholesale services to wireless service providers and typically has 1 to 5 customers per state. ^

24 Page (a) Provide a detailed description of the Applicant 's technical qualifications to provide the local exchange service, basic local telecommunications service, and/or switched access service proposed in this Application. As indicated by TPI's existing authority in Texas, TPI has highly experienced, well-qualified management and operational and technical personnel that operate the company today. This technical staff has more than 70 years of combined technical experience in the telecommunications industry. Additionally, TPI employs administrative, financial and customer support personnel with extensive telecommunications industry experience. Transferee is managed by the same personnel that managed Odyssey Acquisition, LLC, which was deemed qualified to own ESI in Docket No (b) If the Applicant plans to rely upon a consultant to meet the technical qualifications requirements, provide the following information: (1) name, address, and phone number of consultant, (2) a copy of the contract between the principals and the consultant, (3) consultant's resume or a detailed description of the consultants experience, (4) information regarding any professional registrations or certifications that the consultant holds, (5) percentage of the consultant's time being contracted, and (6) a list of other telecommunications companies served by the consultant and the percentage of time allotted to each company. TPI does not and will not rely upon a consultant. (c) Provide a detailed description or individual resumes setting forth the qualifications of the Applicant's key personnel. Descriptions or resumes shall include (1) Key Personnel Names, (2) Applicant Company Titles, (3) Detailed Telecommunications or Related Experience, and (4) Years of Experience. Biographies for TPI's key personnel are provided in Exhibit B. Key management personnel for Transferee are also provided in Exhibit B. In addition, Collectively, the key personnel of TPI and Transferee (and Transferee's affiliate, ESI) have more than 100 years of experience in the telecommunication industry.

25 Page Attach a completed Service Quality Questionnaire. No Change.

26 Page Provide an audited or unaudited balance sheet for the Applicants most recent quarter that demonstrates the shareholders' equity required by P.U.C. Subst. R (f). The audited balance sheet must include the independent auditor's report. The unaudited balance sheet must include a sworn statement from the executive officer of the applicant attesting to the accuracy, in all material respects, of the information provided in the unaudited balance sheet. An unaudited balance sheet of TPI is provided as Confidential Exhibit C along with a sworn statement from an executive officer attesting to its accuracy. Transferee is a newly formed company that does not have historical financial statements. An unaudited consolidated balance sheet for Transferee's parent, ExteNet Holdings, Inc., is provided as Confidential Exhibit D along with a sworn statement from an executive officer attesting to its accuracy. Applicants' financial information is confidential under the Texas Open Records Act, Government Code et seq., including but not limited to , and

27 Page Provide a summary of any history of insolvency, bankruptcy, dissolution, merger or acquisition of the applicant or any predecessors in interest during the 60 month immediately preceding this Application. Neither Applicant has a history of insolvency, bankruptcy, dissolution, mergers or acquisition within the past 60 months.

28 Page 27 LIST OF EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Pre- and Post-Transaction Organizational Charts Biographies of Key Personnel Unaudited Consolidated Balance Sheet of TPI [CONFIDENTIAL - FILED UNDER SEAL] Unaudited Consolidated Balance Sheet of ExteNet Holdings, Inc. [CONFIDENTIAL - FILED UNDER SEAL]

29 Page 28 EXHIBIT A Current and Post-Closing Entity Structure

30 Page 29 y C C _«+ - > f0 O O V (p ^ 07 N U N W > p) O N 3' Z d^ z 3 N t/1 7 f" W E W:Eh O w L W_ 2 >C W () 0) co n. ^ x w f6 0^ a_ mu o 0 o U ^ s Q U L" ^ ^ E cmi3 C U ^ 0 C C ^ -!A co (D C = (D E (D > N E p p. v ^ V U O L 4) C) L r ^ O LO C LL O O O O O U V C ta w^ X O N AD O O C L r=... O N c U N co O m u) CO C H _4) O U) ^ o E U) C f0 L 0 E - ' F- N ^ O 0 r- ^ O CO Y N O^ L O a M c^-00_^e"' o o u o QL p_cnu O LL a) :E o L v c co E C C C 0-0 O' O = l0 N C `` - (6 p tp C U U) CM 4) _ co r w ^ 7 C^'t0E O V N NE N O m N^ O O _ o a`i = )L c -0 N L m2 N

31 Page 30 N N p f6 O ES 'O p U ^ y O 2 f6 U y^ L a f0 p V V C O N^ N d O N O C L.L. p ID N 'C 0 C L 10 EW 1.12 L C 7 (D L CL.+ U a) 4! = C^ m O) U) ' ^ C N C U j'? E.2 U O C ^ ^ N ^ Z Co OI E w N L C y ~ ^ W (D H w N t/7 C^ p N co ^ 0 ' N N f6 y m ^^ pp N C.L.O.. LE 0 = N R C m ^ a) CO p o C ~ (D U^ p C ^ N O ^ 00) co co TL p a co C v "^ +^ ^ O N ^oouc i N w Q_ L^ U_, O m ^ L N m L wc a) C O E O un^ O 'or 2-;g = f6 4) ^.- V-. N O N C N O O = -O 'p. 15 N ccp i9o v m N ^ p U) L) I- O cn'..' L L L N ~ ^ N C (q (6..p. U N N rn ^ Z L X W ^ N O IL T O- a) O) C O > C N cn N Q N N N 0) N C N U a) a

32 Page 31 N N ^ p 00z v 0 %U o ȳ muc c 61' 08)-:03 p o C +^ ^.,L.. 2 XV o Co E Co p^ fo C it U) E U J Q U) (^ p z 2) X W p 2 Co m.l.. N C O U ^ 7 ^ f0.pc ^ Z' Co p N ^ 7 N C 0 Ea) m3 a E:rF= U:2 N p C p CO -6 if (0 ^.C a ip 2. oa^ `o vi v> o o U ^ cioo cnu. n^ p LL Eo N N w0 N N CO L mep y p r ^ p C 0 f6 Cc r y 0 r- -0 C p U - 1 C w U J U J U ^ J C U CF) C o ^ U o O p ^ N o p E ^ O N I- C) E O (D O c N tn :3 uoi CO I^ ' O) ^ v) m C C >, W ^-0, QO O v N O ^ Z v (D N (D U 0 ^ w 0 70 N J ^ U N J Z ^ ^ L a w `nu J Q U (D co NE a) FL - o a o 0 ^ ^-" p^«q L N x O^ C y t6 ^ Cl) f6 d ^ x W Z Z io W 0) (Q X W U N J =- Z J (D x ^)in C \ C ^ o O O 3 a)a E E a) 0 CL ^ ^ ^ LL o c a) ^ a) T Z) a N (3) C O ^ C ^ n ^ ^ a) 0) B c U D N Q

33 Page 32 EXHIBIT B Biographies of Key Personnel Biographies of Key Telecommunications Properties, Inc. Management Jennifer L. Chiles, CEO Jennifer Chiles is the company's founder and directs TPI's strategic plans. James T. Chiles, President Jimmy Chiles began his career with Motorola, Inc. in and became Motorola's National Cellular Infrastructure Manager in In 1985 Chiles founded TPI to build and operate broadcast transmission and wireless communication sites. In 1988 Jimmy Chiles cofounded Netlink Communications, Inc. Netlink was an early mobile network operator in the newly allocated 800 MHz spectrum. Operating these mobile networks in California and Texas SPRINT acquired Netlink in To capitalize on the growing cellphone infrastructure market, Chiles founded Broadcast Towers, Inc. In 2001, NASDAQ traded Global Signal purchased Broadcast Towers. In 2001 Chiles founded Aspen Communications, LLC. As a carrier hotel operator, Aspen Communications built the original fiber network provisioning facilities inside 2323 Bryan Street that also included a metro fiber network. In 2002 Digital Realty acquired the carrier hotel business and in 2007 Chiles sold Aspens metro fiber and datacenter business to the El Paso Corporation (NYSE, EP) now Alpheus Communications. Today Jimmy Chiles continues TPI's 30 year tradition of delivering fiber and wireless technology solutions associated with Small Cell and Distributed Antenna Networks. Vicki L. Clark - Chief Financial Officer Ms. Clark manages the company's financial affairs and plays a key role in execution of the company's acquisition strategy as well as asset management of its contracts. Prior to joining TPI, Clark served as Executive Vice President, Chief Financial and Administrative Officer for Aspen Communications a metro area fiber optic and data center operator now owned by the El Paso Corporation (NYSE, EP). Prior to Aspen Ms. Clark was a financial analyst with publically traded Bramalea Limited, a Canadian based real estate developer, and also was employed with Rosewood Properties in its Dallas corporate headquarters. Jeff Alexander, Chief Operating Officer of Telecommunications Properties, Inc. Jeff leads operations for the Company including DAS and Small Cell Planning, Engineering, Implementation, Sales Engineering Provisioning and Product Development. He is also responsible for the technology selection, network design and new product deployment plans for TPI production DAS networks. Jeff has been the lead creator of TPI's distributed antenna networks inside the Dallas Cowboy Stadium, LA Forum and Madison Square Garden. Jeff has a unique understanding of distributed antenna systems as they relate to large sports venues. Jeff

34 Page 33 has been with the Company and its predecessor since Previously Jeff has managed the architecture and turn up organization for Bellsouth Mobility and Nextel working with development, system design and implementation of Voice, Data and Optical/Transport for the various metro networks. Jerry Mull - Senior Vice President Jerry Mull leads the company's contract administration efforts as well as its business operations. Before joining TPI and its predecessor Broadcast Towers, Mr. Mull spent 22 years with Motorola, Inc. While at Broadcast Towers, Inc., Mr. Mull negotiated and managed the contracts for the various business units in which he worked. Ward Wilson - Vice President - Distributed Networks Development Ward leads the company's small cell and DAS development efforts. Before joining TPI, Ward worked for T-Mobiles directing DAS venue contracts. Prior to T-Mobile Ward spent 9 years as National Director of DAS Site Deployment for MetroPCS. During his tenure with MetroPCS Ward was instrumental in putting together the very first distributed systems with NextG and ATC Outdoor. Naresh Merchant - Director of Engineering 1W Naresh is TPI's Director of Engineering. Naresh has direct responsibility for TPI's Small Cell and DAS engineering. With over seven (7) years of extensive IBS DAS implementation, design & optimization experience with Stadiums, Hospitals & Office Buildings. Previously Naresh was with Alcatel-Lucent where he designed and engineered DAS solutions for major projects in the United States. Prior to this assignment he was with Commscope working on similar projects. Naresh holds Electrical Engineering degrees from both Southern Methodist University and A C Patil College of Engineering. Biographies of Key Management Marc Ganzi, President and Treasurer of CEO of Digital Bridge Marc C. Ganzi is the Co-Founder and Chief Executive Officer of Digital Bridge Holdings, LLC. Previously Mr. Ganzi was the Chief Executive Officer and sole Founder of Global Tower Partners ("GTP"). GTP was acquired by American Tower Corporation in October During Mr. Ganzi's tenure at GTP he led all of the financing and M&A activities. Mr. Ganzi has enjoyed a successful career as a real estate and telecommunications entrepreneur. Prior to the formation of Global Tower Partners, Mr. Ganzi worked as a consulting partner for DB Capital Partners in New York City from late 2000 to the summer of While at Deutsche

35 Page 34 Bank, Mr. Ganzi was tasked with assisting and overseeing the institution's investments in the radio tower sector in Latin and North America. Prior to his tenure at DB Capital, Mr. Ganzi was the President and co-founder of Apex Site Management, a company that was the largest third party manager of wireless and wireline communications sites. In January of 2000, Apex merged with SpectraSite Communications to create the largest telecommunications site portfolio in the United States. As a part of the transaction, Mr. Ganzi served as a Group President for SpectraSite for a one-year period. Mr. Ganzi also enjoyed a successful tenure for the U.S. Department of Commerce's Foreign Commercial Service Department as an assistant Commercial Attache in Madrid, Spain during In addition, Mr. Ganzi served as a Presidential Intern in the White House for the Bush administration in the Office of Special Activities and Initiatives for the Honorable Stephen M. Studdert in Mr. Ganzi has a BS from the Wharton School of Business. He is a member of Young Presidents' Organization (YPO). Mr. Ganzi is Director of Olympus Media, LLC and the Aspen Valley Ski Club. He was named a finalist in the 2008, 2009 and 2010 Ernst & Young Entrepreneur of the Year Florida awards. Brian McMullen, Vice President and Secretary of and ^ Managing Director of Stonepeak Brian is a Managing Director with Stonepeak Infrastructure Partners and has been involved with investments across a broad range of sectors. Prior to joining Stonepeak, Brian was a Principal with H.I.G. Capital and a member of the investment banking division at Credit Suisse First Boston. Brian holds a Masters of Business Administration from The Wharton School, a Masters of Education from the University of Pennsylvania and a Bachelor of Business Administration from the University of Notre Dame. He is a CFA charterholder. Ben Jenkins, Chairman of Digital Bridge Ben Jenkins is the Co-Founder and Chairman of Digital Bridge Holdings, LLC and the former Chairman of Global Tower Partners (GTP). Prior to forming Digital Bridge, Mr. Jenkins was a Senior Managing Director and head of the Hong Kong office for The Blackstone Group. During his twelve years at Blackstone, Mr. Jenkins led over a dozen private equity investments across a range of industries and geographies, including telecommunications deals in developed and emerging markets. He was named one of the Top Dealmakers under 40 by Private Equity International. In 2005, Mr. Jenkins initiated the GTP transaction for Blackstone and spearheaded a more than quintupling of the business in just three years. He also pioneered the REIT structure and ^ securitization financing for private tower companies. Prior to joining Blackstone, Mr. Jenkins was an associate at Saunders, Karp and Megrue (now Apax) and a financial analyst at Morgan

36 Page 35 Stanley. He is a graduate with distinction of Harvard Business School and earned a BA with honors from Stanford University. Warren Roll, Principal of Digital Bridge Warren Roll is a senior financial professional with 15 years of experience building businesses together with management teams as a private equity investor and investment banker. Mr. Roll has extensive sector experience in technology, media, telecommunications, services and healthcare. Mr. Roll served as a Senior Director within Private Equity at PSP Investments, one of the largest Canadian Pension Investment managers, with $100 Billion of assets under management, which he joined in February He led PSP's TMT and Healthcare initiatives and was responsible for investing over $600 million in numerous successful investments. From 2007 to 2011, Mr. Roll served as a Director at Aver Finance (BMO Financial Group), an international media fund specialized in financing media and new media companies globally. Prior to Aver, he was Vice President, Investment Banking, at Blackmont Capital and an investment banker at Desjardins Securities, where he helped raise in excess of $800 million for Canadian public and private companies. Mr. Roll received his MBA degree with distinction and his BA with honours from the Richard Ivey School of Business and he currently sits on the Board of Directors and the Executive Committees of Acelity and Noranco. Trent Vichie, Senior Managing Director and Co-Founder of Stonepeak Trent is a Senior Managing Director and Co-Founder of Stonepeak Infrastructure Partners. Before joining Blackstone in 2008 as co-head of the infrastructure division, Trent was a Managing Director with Macquarie Group in New York. Trent joined Macquarie's infrastructure division in 1999 based out of Sydney, and transferred to the New York office in 2000 where he continued to specialize in infrastructure. Trent has been involved in a wide variety of infrastructure equity investments and transactions in the rail, roads, airports, utilities sectors, totaling over $10 billion. Trent received a Master's degree in Economics from Macquarie University in Sydney Australia, and is a fellow of the Institute of Actuaries of Australia. He is a CFA Charterholder.

37 Page 36 EXHIBIT C Unaudited Balance Sheet of TPI [CONFIDENTIAL - FILED UNDER SEAL] This information is Confidential pursuant to Section of the Texas Open Records Act, Tex. Gov't Code Ann , and Section 22.71(d) of the Commission's Procedural Rules, P.U.C. Proc. Rule 22.71(d). The information provided in Exhibit C contains critical commercially sensitive and competitively significant financial data that is not available to the general public. Disclosure of this information would place the Applicants at a significant -competitive disadvantage, impede full and fair competition, and undermine business plans in Texas. In contrast, confidential treatment will not adversely affect any interested party.

38 Page 32 FINANCIAL STATEMENT AFFIRMATION The undersigned executive officer of Telecommunication Properties, Inc. affirms that its consolidated balance sheet as an Exhibit to the Application for Amendment to a Service Provider Certificate of Operating Authority is 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 ^ ay dof February, q)l^, A Vicki Clark Secretary and Treasurer Telecommunication Properties, Inc.

39 Page 39 EXHIBIT D Unaudited Consolidated Balance Sheet of ExteNet Holdings, Inc. [CONFIDENTIAL - FILED UNDER SEAL] This information is Confidential pursuant to Section of the Texas Open Records Act, Tex. Gov't Code Ann , and Section 22.71(d) of the Commission's Procedural Rules, P.U.C. Proc. Rule 22.71(d). The information provided in Exhibit D contains critical commercially sensitive and competitively significant financial data that is not available to the general public. Disclosure of this information would place the Applicants at a significant competitive disadvantage, impede full and fair competition, and undermine business plans in Texas. In contrast, confidential treatment will not adversely affect any interested party.

40 TPIfExteNet Holdings, LLC Page ^tj FINANCIAL STATEMENT AFFIRMATION The undersigned executive officer of ExteNet Holdings, Inc. affirms that its consolidated balance sheet for the most recent quarter provided as an Exhibit to the Application for Amendment to a Service Provider Certificate of Operating Authority is 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 21 03ay o February, 2016, Danie. Timm Executive VP, CFO, Treasurer & Assistant Secretary ExteNet Holdings, Inc.