20250212Notice of Pro Forma Transfer of Control.pdf

RECEIVED
Morgan Lewis 2025 February 12 AM 11:58
IDAHO PUBLIC
UTILITIES COMMISSION
Kimberly A.Taylor
Danielle Burt
Patricia Cave
[e-mail]
[e-mail]
[e-mail]
February 12, 2025
Via Email
Monica Barrios-Sanchez, Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd.
Building 8, Suite 201-A
Boise, ID 83714
[e-mail]
Re: Notification of CBRE Caledon WR Holdings, LP, CBRE Infra Fiber Holdings
LLC, and WANRack, LLC Regarding a Pro Forma Change in Indirect
Ownership of WANRack, LLC to CBRE Infra Fiber Holdings LLC
Dear Secretary Barrios-Sanchez:
CBRE Caledon WR Holdings, LP ("CBRE Caledon', CBRE Infra Fiber Holdings LLC C'CBRE
Infra Holdings"), and WANRack, LLC ("WANRack") (collectively, the 'Parties") notify the
Idaho Public Utilities Commission (the "Commission") of a pro forma change in indirect
ownership of WANRack, with no change to ultimate owners, by inserting holding companies
CBRE Infra Holdings and CBRE Infra Fiber LLC ("CBRE Infra"), above CBRE Caledon (the
"Transaction"). The Parties emphasize that the Transaction will not have any impact on
WANRack's day-to-day operations. Commission approval is not required for the Transaction,
and accordingly, the Parties submit this letter for informational purposes.
In support of this Notification, the Parties provide the following information:
Description of the Parties
A. CBRE Caledon WR Holdings, LP ("CBRE Caledon")
CBRE Caledon is a Delaware limited partnership with a principal office located in the care
of CBRE Investment Management Infrastructure Inc., 120 Bremner Blvd., Suite 1100,
Morgan, Lewis& BockiUs LAP
1111 Pennsylvania Aveune, NW
Washington, DC 20004-2541 +1.202.739.3000
United States +1.202.739.3001

Monica Barrios-Sanchez, Secretary
February 12, 2025
Page 2
Toronto, Ontario M51 OAB. CBRE Caledon WR GP Inc., a Delaware corporation, is and will
remain CBRE Caledon's general partner. CBRE Caledon, the indirect parent of WANRack, is
an affiliate of CBRE Investment Management Infrastructure Inc. ('CBRE IM"), a leading
infrastructure solutions provider that seeks to create long-term value by accessing and
managing high-quality investment opportunities and building comprehensive and
customized infrastructure portfolios. CBRE IM is ultimately controlled by CBRE Group, Inc.
(NYSE: CBRE). CBRE Caledon does not itself provide telecommunications services but is
rather a holding company that was formed for the purpose of indirectly acquiring WANRack
in 2021.1
B. CBRE Infra Fiber Holdings LLC ("CBRE Infra Holdings") and CBRE Infra
Fiber LLC ("CBRE Infra")
Both CBRE Infra Holdings and CBRE Infra are Delaware limited liability companies with a
principal office located in the care of CBRE Investment Management Infrastructure Inc.,
120 Bremner Blvd., Suite 1100, Toronto, Ontario M53 OA8. CBRE Infra Holdings and CBRE
Infra do not, and will not, provide telecommunications services. They are each a holding
company that was formed for the purpose of the current Transaction. As described more
fully below, WANRack will remain a wholly owned, indirect subsidiary of CBRE Caledon, and
CBRE Infra Holdings and CBRE Infra will be inserted above CBRE Caledon.
C. WANRack, LLC ("WANRack")
WANRack, an indirect subsidiary of CBRE Caledon, is a Delaware limited liability company
with a principal office located at 4550 West 1091h Street, Suite 115, Overland Park, Kansas
66211. Founded in 2013, WANRack owns and operates private fiber wide area networks
built for school districts across 23 states and provides services to certain other customers.
In Idaho, WANRack is authorized by the Commission to provide local and long-distance
telecommunications services pursuant to Certificate of Public Convenience and Necessity
No. 528 granted by Order No. 34324 in Case No. WAN-T-19-01 on April 30, 2019. WANRack
also is authorized to provide intrastate telecommunications services in the following states
in addition to Idaho: Alabama, Arizona, Arkansas, Colorado, Connecticut, Florida, Georgia,
Illinois, Indiana, Kansas, Kentucky, Missouri, Montana, Nevada, Ohio, Oklahoma,
Pennsylvania, Texas, Virginia, Washington, Wisconsin, and Wyoming.
1 Notice of the transfer of indirect control of WANRack to CBRE Caledon was provided to
the Commission on March 23, 2021.

Monica Barrios-Sanchez, Secretary
February 12, 2025
Page 3
Designated Contacts
For the purposes of this Notification, contacts for the Parties are as follows:
For the Parties: With copies to:
Kimberly A. Taylor Noi Spyratos
Danielle Burt Jacob Posen
Patricia Cave c/o CBRE Investment Management
MORGAN, LEWIS & BOCKIus LLP Infrastructure Inc.
1111 Pennsylvania Ave., N.W. 120 Bremner Blvd., Suite 1100
Washington, D.C. 20004-2541 Toronto, Ontario M53 OA8
Tel: [phone] [e-mail]
Fax: [phone] [e-mail]
[e-mail]
[e-mail] and:
[e-mail]
Todd Barfield
Chief Legal Officer
WANRack, LLC
4550 West 109th Street, Suite 115
Overland Park, KS 66211
855-482-7225 (tel)
[e-mail]
Description of the Transaction
The Parties notify the Commission of a pro forma change of indirect ownership of WANRack
resulting from the insertion of CBRE Infra Holdings and CBRE Infra in WANRack's upstream
ownership structure. Specifically, both CBRE Infra Holdings and CBRE Infra will be inserted
above CBRE Caledon. As a result of the Transaction, CBRE Infra Holdings will hold a 100%
direct controlling interest of CBRE Infra; CBRE Infra will acquire a 100% direct equity
interest of CBRE Caledon; and CBRE Infra Holdings and CBRE Infra will hold a 100% indirect
equity interest in WANRack. The Transaction will not result in any change in the ultimate
control of WANRack. The only change resulting from the Transaction is the insertion of
CBRE Infra Holdings and CBRE Infra in CBRE Caledon's, and indirectly WANRack's, upstream
ownership structure. Current and post-Transaction ownership structure charts are provided
as Exhibit A.
To the extent necessary, notification is given for pro forma changes in WANRack's upstream
structure. CBRE Group, Inc. undertook an internal restructuring within the last year that
resulted in the removal of several intermediate holding companies and the insertion of new
intermediate holding companies through which CBRE Group, Inc. continues to hold its
controlling interest in WANRack. The only change resulting from the internal restructuring
was the replacement of certain intermediate holding companies between CBRE IM and
CBRE Group, Inc. No one at WANRack was privy to information regarding CBRE Group Inc.'s

Monica Barrios-Sanchez, Secretary
February 12, 2025
Page 4
internal restructuring until after it occurred. CBRE Group's internal restructuring did not
have any impact on the day-to-day operations of WANRack, or any change in the direct or
ultimate ownership or and control of WANRack.
Public Interest Considerations
The Parties submit that the Transaction is in the public interest. The Transaction involves
only the insertion of two holding companies (CBRE Infra Holdings and CBRE Infra) in
WANRack's existing upstream ownership structure. The Transaction does not directly
involve WANRack or its operations and will not change ultimate or actual working control
of WANRack. Following completion of the Transaction, WANRack will continue to have the
same requisite managerial, technical and financial capabilities to provide reliable, high-
quality competitive telecommunications services in the State of Idaho. The
telecommunications services provided by WANRack, and the rates, terms and conditions of
those services, also will not change. The Transaction will not affect WANRack's customers
in any way. Thus, the Transaction is consistent with the public interest.
Conclusion
For the forgoing reasons, the Parties submit that the public interest, convenience, and
necessity will be furthered by the Transaction. We would appreciate acknowledgement of
receipt and acceptance of this filing, which is being submitted electronically. Should you
have any questions regarding this submission, please do not hesitate to contact the
undersigned.
Respectfully submitted,
/s/Danielle Burt
Kimberly A. Taylor
Danielle Burt
Patricia Cave
Counsel to the Parties

EXHIBIT A
Current and Post-Transaction Ownership Structure Charts

Ownership Structure of WANRack, LLC
--------------,
i See Page 2 i
i See Page 3 i
I i
CBRE Global Infrastructure Fund
Holdings I, LP
("CG I F")
CBRE Infrastructure Investments (Ontario)
Inc.
("CBRE Investments")
(Ontario) i
CCWR Holdings Inc.
("CCWR") i Other limited partners
(Delaware)
88% Equity Interest ,`------- --------
'
CBRE Caledon WR GP Inc. 12% Equity Interest
(Delaware) CBRE Infra Fiber Holdings LLC
("CBRE Infra Holdings")
(Delaware)
CBRE Infra Fiber LLC
("CBRE Infra")
(Delaware)
CBRE Caledon WR Holdings,LP
("CBRE Caledon")
General Partner (Delaware)
100%Voting
< 1% Equity
WANRack Holdings LLC
(Delaware)
WANRack, LLC
("WANRack")
The two entities being inserted (Delaware)
as a result of the Transaction
are indicated in blue. DMZ Corporation
0 Economic Interest (Kansas)
General Partner Page 1 Unless otherwise indicated,all ownership/control percentages are 100%.

Ownership Structure of CGIF
See Page 3 1
CBRE Global Infrastructure
GP Inc.
("CBRE GP")
(Ontario)
----------------
Other Limited Partners i
CBRE Global Infrastructure , i
Fund(International),LP , (individually attributed ,
("International Feeder") i less than 20%of
(Ontario) I WANRack)
`--------------
41.8% Limited Partner 58.2% Limited Partners
CBRE Global Infrastructure Fund
Holdings I,LP
("CG I F")
(Ontario)
Economic Interest
General Partner Page 2 Unless otherwise indicated,all ownership/control percentages are 100%.

Ownership Structure of CBRE Investments and CBRE GP
CBRE Group, Inc. holds 100% of CBRE
Caledon Holdings Inc. through numerous
intermediate entities. CBRE Group,Inc.
(NYSE:CBRE)l
(Delaware)
CBRE Caledon Holdings Inc.
("CBRE Holdings")
(Ontario)
CBRE Investment
Management Infrastrcuture
Inc.
("CBRE IM")
(Ontario)
CBRE Infrastructure Investments CBRE Global Infrastructure
Inc. GP Inc.
("CBRE Investments") ("CBRE GP")
(Ontario) (Ontario)
i
--------------�
i See Pages 1 &2 i
I �
`--------------�
1 Economic Interest
General Partner
Page 3 Unless otherwise indicated,all ownership/control percentages are 100%.

VERIFICATIONS

Docusign Envelope ID:36B7947F-29F3-48EF-926F-5B434EDAB125
VERIFICATION
I, Todd Barfield, state that I am Chief Legal Officer of WANRack, LLC (the"Company");
that I am authorized to make this Verification on behalf of the Company; that the foregoing filing
was prepared under my direction and supervision; and that the contents thereof and the
certifications contained therein regarding the Company are true and correct to the best of my
knowledge, information, and belief.
I declare under penalty of perjury that the foregoing is true and correct. Executed this
February 5, 2025
day of February, 2025.
DocuSigned by:f,"6a
Todd Barfield
Chief Legal Officer
WANRack, LLC

Docusign Envelope ID:2E36B3D0-54EB-481F-A141-F9A1A6752F64
VERIFICATION
I, Alkinoi Spyratos, state that I am an authorized representative of CBRE Caledon WR
Holdings,LP and CBRE Infra Fiber Holdings LLC(the"Company"); that I am authorized to make
this Verification on behalf of the Company; that the foregoing filing was prepared under my
direction and supervision; and that the contents thereof and the certifications contained therein
regarding the Company are true and correct to the best of my knowledge, information, and belief.
I declare under penalty of perjury that the foregoing is true and correct. Executed this
February 5 2025
clay of February, 2025.
Ea
Signed by:
(tt"i 5pi� o� M
Alkinoi Spyratos
CBRE Caledon WR Holdings, LP
CBRE Infra Fiber Holdings LLC