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Home My WebLink AboutNotice of Transfer of Control.pdf Davis Wrig ht Suite K S East 1301 Street NW JTremaine LLP Washington,D.C. 20005-3317 K.C.Halm 202-973-4287 tel kchalm@dwt.com RECEIVED 2025 February 21 PM 5:05 IDAHO PUBLIC February 21, 2025 UTILITIES COMMISSION Via E-Mail. secretaryApuc.idaho.14ov Monica Barrios-Sanchez Idaho Public Utilities Commission Secretary 11331 W. Chinden Boulevard Building 8, Suite 201-A Boise, ID 83714 Re: Notice of Transfer of Control of Network Innovations, LLC Dear Ms. Barrios-Sanchez, By this letter, Nitro Bidco Limited Partnership ("Transferor" or "Nitro"), a Guernsey limited partnership,and Comcast Business Communications,LLC,a Pennsylvania limited liability company("CBC"or"Transferee", and together with Nitro,the"Parties"), hereby notify the Idaho Public Utilities Commission ("Commission") of the proposed indirect transfer of control of Network Innovations, LLC ("Nitel") (the "Proposed Transaction"). This indirect transfer of control is part of an agreement between the Parties whereby CBC will acquire one hundred percent of Nitro's equity in and ownership of Nitro Holdco, Inc., which indirectly owns one hundred percent of the equity of Nitel. Accordingly, the Parties respectfully submit the following information to the Commission: I. DESCRIPTION OF THE PARTIES Nitel is an Illinois corporation with headquarters located at 350 N. Orleans St., Suite 1300N, Chicago, Illinois 60654. Nitel is a competitive provider of cloud-based connectivity and security solutions to mid-market enterprise and wholesale customers. The company also provides fully integrated telecommunications solutions tailored to its customers' needs as a registered telecom utility with the Commission. Specifically, Nitel currently provides resold competitive communications and managed services, such as private line data transport, in the highly competitive commercial and wholesale services market in Idaho (the company does not provide any residential services). These services are provisioned solely on a resale basis. Nitel has been successfully competing in these markets to deliver innovative solutions to its customers. DWT.COM 4921-6518-3258v.5 0107080-000533 Monica Barrios-Sanchez Idaho Public Utilities Commission February 21, 2025 Page 2 Additional information about Nitel's service offerings, solutions and executive leadership team can be found on the company's website at www.nitelusa.com. Nitro Bidco Limited Partnership, the current controlling interest holder of Nitel, is indirectly majority owned by investment funds managed and/or advised by Cinven.1 Cinven is a private equity business engaged in the provision of investment management and investment advisory services to a number of investment funds. The companies in Cinven's portfolio of investments are active in a wide range of sub-sectors, mainly business services, consumer, financial services, healthcare, industrial, and technology, media and telecommunications. CBC is a subsidiary of Comcast Corporation ("Comcast"), a global media and technology company and a leading provider of video, high-speed Internet, digital voice, and other next- generation services and technologies to millions of businesses and residential customers. Comcast, through its operating subsidiaries, is authorized to provide interstate telecommunications service domestically and intrastate telecommunications services in 41 (forty-one) states and the District of Columbia. Through CBC and its subsidiaries, Comcast offers a full suite of business solutions including fast,reliable connectivity, secure networking solutions and advanced cybersecurity, and a range of managed service options marketed under the Comcast Business brand. Comcast offers business services broadband primarily over its hybrid fiber-coaxial network with a range of service levels that include downstream speeds up to 1.25 gigabits per second, as well as fiber-based services that deliver symmetrical speeds ranging up to 100 gigabits per second. Using VoIP technology, a Comcast operating subsidiary provides competitive facilities-based voice services to deliver digital-quality phone service, plus enhanced features that are integrated with other Comcast services. CBC also provides businesses with ethernet network services, which connect multiple locations and provide higher downstream and upstream speed options, advanced voice services, and a software-defined networking product. Larger enterprises may also receive support services related to Wi-Fi networks, router management, network security, business continuity risks and other services. II. DESCRIPTION OF THE TRANSACTION The Proposed Transaction will be effectuated pursuant to a purchase agreement under which CBC will acquire 100 percent of Nitro Bidco Limited Partnership's equity in and/or ' "Cinven" means, depending on the context, any of or collectively, Cinven Partnership LLP, Cinven Holdings Guernsey Limited and their respective"associates"(as defined in the UK Companies Act 2006)and/or funds managed or advised by any of the foregoing, excluding, for the avoidance of doubt, any portfolio companies in which such funds have invested and their subsidiary undertakings. DWT.COM 4921-6518-3258v.5 0107080-000533 Monica Barrios-Sanchez Idaho Public Utilities Commission February 21, 2025 Page 3 ownership of Nitro Holdco, Inc., which indirectly owns 100 percent of the equity of Nitel. In this way ultimate control of Nitel will be transferred to CBC from Nitro Bidco Limited Partnership, but Nitel will continue to operate as a provider of competitive managed services and private line data transport in Idaho. Diagrams showing the ownership structure of Nitel both before and after the Transaction is consummated are attached as Exhibit A. The Proposed Transaction will not result in an interruption, reduction, loss or impairment of services to any customer, nor will the Proposed Transaction adversely affect the operation of the Idaho registered provider. The Proposed Transaction does not involve a discontinuance of service or a transfer/sale of customers,nor does the Proposed Transaction involve a proposed name change and/or a certificate cancellation request. The Proposed Transaction is structured such that Nitel, the current registered telecom utility in Idaho will not change, and upon closing of the Proposed Transaction,Nitel will continue to provide service to its existing customers without any immediate change in rates, terms or conditions. For that reason, the Proposed Transaction will be seamless and transparent to existing customers who will continue to enjoy the same high-quality, competitive services they receive from Nitel today. III. CONCLUSION Please contact us if you have questions or concerns regarding this filing. If you do not have any questions or concerns,please confirm that the information in this letter has been placed in Nitel's file. Respectfully submitted, COMCAST BUSINESS COMMUNICATIONS, LLC AOL K.C. Halm Heather Moelter Edlira Kuka DAVIS WRIGHT TREMAINE LLP 1301 K Street,NW, Suite 5005 Washington, DC 20005 (202) 973-4287 (Phone) kchalmkdwt.com heathermoelter(d,dwt.c om edlirakukakdwt.com DWT.COM 4921-6518-3258v.5 0107080-000533 Monica Barrios-Sanchez Idaho Public Utilities Commission February 21, 2025 Page 4 Andrew Fisher Corporate Associate V.P. & Sr. Deputy General Counsel COMCAST CORPORATION One Comcast Center Philadelphia, PA 9103 Andrew Fisher(a�Comcast.com NITEL AND NITRO BIDCO LIMITED PARTNERSHIP: Lance J.M. Steinhart Managing Attorney Lance J.M. Steinhart, PC 1725 Windward Concourse, Suite 150 Alpharetta, GA 30005 (770)232-9200 (Phone) lsteinhartAtelecomcounsel.com Wayne D. Johnsen Wiley Rein LLP 2050 M Street,N.W. Washington, D.C. 20036 (202) 719-7303 (Phone) wi ohnsengwile. DWT.COM 4921-6518-3258v.5 0107080-000533 EXHIBIT A CURRENT AND POST-TRANSACTION STRUCTURE 2 Nitro Holdco, Inc. Structure Chart (as of October 21 , 2024) US income tax legend All entities are 100%owned, unless indicated otherwise. Corporation F7 S corporation Disregarded entity Trust A Partnership Equity Nitro Seventh Share- OIndividual Cinven holders OAssets Hypercore Ortin Rollover Nitro lOFN, Inc. Venice 7 MLP ggregato (Delaware) anagemen Limited hareholder GP, LLC L P (Delaware) A(GuerLnsev) Nitro Holdco, Inc. (Delaware) Nitro Intermediate, Inc. (Delaware) NI TopCo, Inc. (Delaware) Network Innovations, LLC Delaware Nitro Holdco, Inc. Post-Closing organizational structure as of 2/17/2025 Idaho Comcast Corporation (PA) 100% Comcast Holdings Corporation (PA) 100% Comcast Cable Communications, LLC (DE) 100% :::1 100% Comcast Comcast Phone, Commercial LLC Services Group (DE) Holdings, LLC (DE) 100% 100% Comcast Phone of Comcast Business Idaho, LLC Communications, (DE) LLC (PA) 100% Nitro Holdco, Inc. (DE) 100%** Network Innovations, LLC (DE) * Comcast Corporation is a publicly traded company. ** The line break indicates additional indirect ownership.