20221028Notice of Indirect Transfer of Control of Indrado Safety Communications Inc.pdf

HWG LLP
1919 M STREET NW
WASHINGTON, DC 20036
TEL: [phone] | HWGLAW.COM

William Wiltshire
direct dial: [phone]
[e-mail]

October 28, 2022

By Electronic Filing

Jan Noriyuki
Secretary
Idaho Public Utilities Commission
P.O. Box 83720 Boise, ID 83720-0074
11331 W. Chinden Blvd. Building 8, Suite 201-A
Boise, ID 83714

Re: Notice of the Indirect Transfer of Control of Intrado Safety Communications, Inc.

Dear Ms. Noriyuki:
Intrado Corporation (“Intrado” or “Transferor”), together with Intrado’s wholly owned
indirect subsidiary Intrado Safety Communications, Inc. (“Intrado Safety” or “Licensee”), and
Guardian US Holdco LLC (“Guardian” or “Transferee,” and collectively with the Transferor and
Licensee, the “Parties”), notify the Commission of their intent to consummate a stock purchase
transaction whereby Guardian will acquire ultimate control of the Licensee (the “Transaction”).
Consummation of the Transaction proposed by this Notice will serve the public interest by
providing additional sources of capital and managerial resources to Intrado Safety, which will
enhance Intrado Safety’s ability to maintain and improve its network and services and to better
compete in the telecommunications marketplace. The proposed Transaction will occur at the parent
level and only will result in a change in the ultimate ownership of the Licensee. No assignment of
licenses, assets, or customers will occur as a consequence of the proposed Transaction. Upon
consummation of the Transaction, the Licensee will continue to provide service to its existing
customers subject to the same rates, terms, and conditions as currently offered.1 Accordingly, this
Transaction will be, for all practical purposes, imperceptible to the customers of the Licensee. The

1 The parties have no present intention to change the rates, terms, or conditions of services offered to
customers post-closing. Any changes to the rates, terms, or conditions offered to customers that may
occur in the ordinary course of business in the future will be implemented in conformance with applicable
law, including obtaining any required regulatory approvals, tariffing, or other applicable legal
requirements. Intrado Safety does not currently serve any customers in Idaho.
RECEIVED
2022 October 28, PM 2:44
IDAHO PUBLIC
UTILITIES COMMISSION
2

proposed Transaction will benefit and not adversely affect competition in Idaho because it will not
result in a reduction of competitors, it will result in additional sources of capital and managerial
resources being made available to Intrado Safety, and customers in the market will continue to
have access to the same competitive alternatives they have today.

I. DESCRIPTION OF THE PARTIES
A. Transferor: Intrado
Intrado (formerly known as West Corporation) is a Delaware corporation headquartered at
11808 Miracle Hills Drive, Omaha, Nebraska 68154. Voting control of Intrado is indirectly held
by U.S. citizens Matthew Nord and Robert Kalsow-Ramos, who collectively hold an indirect
voting interest of over 90 percent. The equity of Intrado is indirectly held by certain investment
funds that are managed by affiliates of Apollo Global Management, Inc. (“Apollo”). An
organizational chart illustrating the current corporate structure of Intrado (and Intrado Safety) is
provided in Exhibit A hereto. Apollo, which was founded in 1990, is a leading global alternative
investment manager and an experienced investor in, and manager of, regulated
telecommunications companies. Apollo raises, invests, and manages investment funds on behalf
of some of the world’s most prominent pension and endowment funds as well as other institutional
and individual investors.
Through Intrado Safety and its other subsidiaries,2 Intrado is a global provider of
communications and network infrastructure services primarily to business customers throughout
the United States and internationally. These services include the emergency communications
services provided by Intrado Safety, which are further described below, as well as wholesale
transport and numbering services, conferencing and other meeting replacement services, virtual
assistant and notification services, and unified communications services. The voice and data
solutions of Intrado’s subsidiaries are deployed by customers in a variety of industries, including
telecommunications, banking, retail, financial services, technology, and healthcare.
B. Licensee: Intrado Safety
Intrado Safety (formerly known as West Safety Communications Inc. and before that
Intrado Communications Inc.) is a wholly owned, indirect subsidiary of Intrado. Intrado Safety is
a Delaware corporation, and its principal place of business is located at 1601 Dry Creek Drive,
Longmont, Colorado 80503. Intrado Safety provides emergency communications services and
systems to public safety organizations and service providers. Intrado Safety’s services are currently

2 In addition to Intrado Safety, Intrado also wholly owns and controls Intrado Communications, LLC
(“Intrado Communications”), which is authorized to provide services in Idaho. See KMC Data, LLC,
Application of KMC Data, LLC for a Certificate of Public Convenience and Necessity to Provide Local
Exchange Services in Idaho, Case No. GNR-T-01-11, Certificate (Feb. 3, 2003) (license issued to Intrado
Communications’ predecessor-in-interest). Unlike Intrado Safety, Guardian will not acquire Intrado
Communications as part of the Transaction. Instead, Intrado will continue to own and control Intrado
Communications post-consummation.
3

available in 46 states3 and the District of Columbia. On May 23, 2001, Intrado Safety (then SCC
Communications Corporation (“SCC”)) was authorized by the Commission to provide
telecommunications services in Idaho in Case No. GNR-T-01-05.4 The Commission recognized
SCC’s name change to Intrado Communications Inc. in 2001. In 2016, Intrado Communications
Inc. changed its name to West Safety Communications Inc. (“West Safety”). In 2020, West Safety
changed its name to Intrado Safety Communications, Inc.
C. Transferee: Guardian US Holdco LLC
Transferee is a Delaware limited liability company affiliated with funds managed by
Stonepeak (“Stonepeak”), a leading alternative investment firm specializing in infrastructure and
real assets that invests in strategically important infrastructure assets within the communications,
energy, power, water, renewables, and transportation sectors. Founded in 2011 and headquartered
in New York, Stonepeak has considerable experience in the digital infrastructure sector with select
investments across residential broadband, data centers, enterprise fiber, towers, and small cells that
give it visibility and expertise across the broader communications sector. Stonepeak is ultimately
controlled by Michael Dorrell, who is a citizen of, and who resides in, the United States.5 Mr.
Dorrell has been involved in all phases of Stonepeak’s development since 2011 and has 20 years
of experience investing in infrastructure. Exhibit A includes a post-consummation corporate
structure diagram depicting Guardian’s ownership and control.
Upon consummation of the Proposed Transaction, Intrado Safety will be the indirect,
wholly owned subsidiary of Transferee, and Transferee will control Intrado Safety. Transferee and
the Stonepeak funds and managed vehicles that will indirectly own Intrado Safety are controlled
by Mr. Dorrell.
II. DESCRIPTION OF THE TRANSACTION
On September 16, 2022, Guardian and certain of Intrado’s parent companies entered into
a Stock Purchase Agreement (the “Agreement”) pursuant to which Guardian will acquire Intrado
Safety and certain other Intrado subsidiaries via a multi-step transaction in exchange for a cash
payment. The completion of the Transaction is conditioned on, among other things, obtaining
required state regulatory approvals. The parties intend to consummate the Transaction as promptly
as practicable after such approvals have been received and the other closing conditions set forth in
the Agreement are satisfied or waived. As a result of the Transaction, Intrado Safety will become
a wholly owned, indirect subsidiary of Guardian. For the Commission’s reference, pre- and post-

3 Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii,
Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan,
Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Jersey, New Mexico, New York,
North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina,
South Dakota, Tennessee, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and
Wyoming. In addition, Intrado Safety’s affiliate Intrado Safety Communications of Texas, LLC provides
similar services in Texas.
4See SCC Communications Corp., Application of SCC Communications Corp. for a Certificate of Public
Convenience and Necessity, Case No. GNR-T-01-05, Order No. 28737 (May 23, 2001).
5 Mr. Dorrell also holds Australian citizenship.
4

Transaction organization charts illustrating the current and post-Transaction corporate structure of
Intrado Safety are provided as Exhibit A hereto.
III. PUBLIC INTEREST CONSIDERATIONS
The proposed Transaction will serve the public interest by providing additional sources of
capital and managerial resources to Intrado Safety, which will enhance Intrado Safety’s ability to
maintain and improve its networks and services to better compete in the telecommunications
marketplace. The change in ultimate control of Intrado Safety will occur at the parent level and
does not involve any assignment of operating authority, assets, or customers. Moreover, the
Transaction will not result in any loss of competitors in the Idaho market.
Intrado Safety is managed by an experienced management and technical team, who will
continue to manage its day-to-day operations and businesses following completion of the
Transaction. Thus, Intrado Safety will continue to be operated by highly experienced, well-
qualified management and technical personnel. In addition, Intrado Safety also will be able to draw
upon the decades of experience of Stonepeak’s management team as a result of the Transaction.
Further, Intrado Safety will continue to provide competitive and innovative service to its
existing customers at the same rates, terms, and conditions, and in the same geographic area, as
currently provided.6 Any future changes in the rates, terms, or conditions of service will be
undertaken pursuant to customer contracts and any applicable Idaho notice and tariff requirements.
The Transaction will not result in the discontinuance, reduction, loss, or impairment of service to
any customer.
The Transaction will benefit and not adversely affect competition in Idaho because it will
not result in a reduction of competitors, additional sources of capital will be available to Intrado
Safety as a result of the Transaction, and customers will continue to have access to the same
competitive alternatives they have today.
IV. DESIGNATED CONTACTS
All correspondence and communications with respect to this Notice should be addressed
or directed to as follows:
For Intrado and Intrado Safety:

Sean Ward
Vice President, Deputy General Counsel
Intrado Corporation
1601 Dry Creek Dr.
Longmont, CO 80503
Tel: [phone]
Fax: [phone]
[e-mail]

6 As noted above, Intrado Safety does not currently serve any customers in Idaho.
5

With a copy to:

Phillip R. Marchesiello
Wilkinson Barker Knauer, LLP
1800 M Street, N.W., Suite 800N
Washington, D.C. 20036
Tel: [phone]
Fax: [phone]
[e-mail]

For Guardian:

Guardian US Holdco LLC
c/o Stonepeak Infrastructure Partners
Attn: General Counsel
55 Hudson Yards, 48th Floor
New York, NY 10001
Tel: [phone]
[e-mail]

With a copy to:

William Wiltshire
HWG LLP
1919 M Street NW, Eighth Floor
Washington DC 20036
Tel: [phone]
Fax: [phone]
[e-mail]

6

V. CONCLUSION
For the reasons stated above, the Transaction described above will serve the public interest.

Respectfully submitted,

Phillip R. Marchesiello
Wilkinson Barker Knauer, LLP
1800 M Street, N.W.
Suite 800N
Washington, D.C. 20036
Tel: [phone]
Fax: [phone]
[e-mail]

Counsel for Intrado Corporation and
Intrado Safety Communications, Inc.

/s/ William Wiltshire___________
William Wiltshire
HWG LLP
1919 M Street, N.W.
8th Floor
Washington, DC 20036
Tel: [phone]
Fax: [phone]
[e-mail]

Counsel for Guardian US
Holdco LLC

October 28, 2022

EXHIBIT A
PRE- AND POST-CLOSING ORGANIZATIONAL DIAGRAMS

AP VIII Olympus VoteCo, LLC4
(Delaware)
90.1% voting &
90.1% equity
Apollo Overseas Partners
(Delaware 892) VIII, L.P.1
(Delaware)
AOP VIII (AIV), L.P.1
(Delaware)
Apollo Investment Fund
VIII, L.P.1
(Delaware)
14.67%
equity 30.07%
equity
47.93%
equity
AP VIII Olympus Holdings, L.P.3
(Delaware)
Mount Olympus Parent, L.P.
(Delaware)
Mount Olympus Holdings, Inc.
(Delaware)
Olympus Holdings I, LLC
(Delaware)
Olympus Holdings II, LLC
(Delaware)
Intrado Corporation
(Delaware)
Transferee
AP Olympus Co-Invest,
L.P. (Delaware) and
members of Intrado
management2
27% equity 73% equity
100% equity
Matthew Nord
(45.05% voting)
Robert Kalsow-Ramos
(45.05% voting)
(Both U.S. Citizens)
100% voting
9.9% voting &
9.9% equity
100% voting & equity
100% voting & equity
100% voting & equity
100% voting & equity
Intrado Safety Communications,
Inc. (Delaware)
Licensee
Intrado Life & Safety, Inc.
(Delaware)
100% voting & equity
Pre-Closing
Structure
1 No entity or individual holds a 10% or greater
direct or indirect aggregate equity in AOP VIII
(AIV), L.P.; Apollo Overseas Partners
(Delaware 892) VIII, L.P.; or Apollo Investment
Fund VIII, L.P. (collectively, “AP Funds”).
2 No general or limited partner of AP Co-Invest,
L.P. and no member of Intrado management,
individually or in combination with any
investment such person or entity may also have in the AP Funds, will hold a 10% or greater
aggregate direct or indirect equity in Mount Olympus Parent, L.P.
3 Other than the AP Funds, no entity or individual holds a 10% or greater direct or indirect equity
in AP VIII Olympus Holdings, L.P.
4 AP VIII Olympus VoteCo, LLC is managed by
Matthew Nord and Robert Kalsow-Ramos, who
are also VoteCo officers.

Post-Closing Structure

Post-closing ownership structure continued
on next page
Guardian US Holdco LLC
Mount Olympus Holdings, Inc.
(Delaware)
Intrado Life & Safety, Inc.
(Delaware)
100% voting & equity
100% voting & equity
100% voting & equity
100% voting & equity
Intrado Safety Communications, Inc.
(Delaware)
Licensee

Post-Closing
Structure
(cont.)
GP
Guardian US Holdco LLC
(Delaware)
Guardian US Holdings LLC
(Delaware)
Guardian US Guarantor LLC
(Delaware)
Stonepeak Guardian Holdings LP
(Delaware)
Stonepeak Guardian Upper Holdings LP
(Delaware)
Stonepeak Infrastructure Fund
IV LP
(Delaware)
Stonepeak Infrastructure Fund
IV (Lux) SCSp
(Luxembourg)
Stonepeak Associates IV LLC
(Delaware) Stonepeak Associates IV (Lux)
S.à.r.l.
(Luxembourg)
Operating
Partners
Stonepeak Associates III
LLC
(Delaware)
Stonepeak Infrastructure
Fund III LP
(Delaware)
Stonepeak GP
Investors IV LLC
(Delaware)
Stonepeak GP Investors IV
(Cayman) LLC
(Cayman)
Stonepeak GP Investors
Manager LLC (Delaware)
Michael
Dorrell
Stonepeak GP Holdings III LP
(Delaware)
Stonepeak GP Holdings III
LLC (Delaware)
Stonepeak GP Investors
Manager (Cayman) LLC
(Cayman)
Special GP GP GP
100% 100% 100%
GP
LP
LP
LP LP
LP
Managing GP
GP
Managing Member
100%
100%
Managing
Member
100%
Managing Member
Managing
Member
Post-closing ownership
structure continued from
prior page
Managing Member
100%