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Home My WebLink About20260515Notification of Planned Indirect Transfer.pdf EVE-T-26-01 RECEIVED May 15, 2026 May 14, 2026 IDAHO PUBLIC UTILITIES COMMISSION VIA EMAIL Monica Barrios-Sanchez, Secretary Idaho Public Utilities Commission P.O. Box 83720 Boise, ID 83702-0074 11331 W. Chinden Blvd. Building 8, Suite 201-A Boise, ID 83714 Re: Notification Regarding the Planned Indirect Transfer of Control of Securus Technologies, LLC to SCRS Intermediate Holding Corporation Dear Ms. Barrios-Sanchez: By this letter, Platinum Equity Capital Partners IV, L.P. ("PECP" or "Transferor"), the indirect majority interest holder of Aventiv Technologies,LLC("Aventiv"), Securus Technologies, LLC ("Securus" or "Licensee"), and SCRS Intermediate Holding Corporation ("Transferee" or "SCRS Intermediate HC," and together with Transferor and Securus, the "Parties") notify the Idaho Public Utilities Commission ("PUC") of the planned transfer of ultimate indirect control of Securus to SCRS Intermediate HC.Currently,the Parties expect the Transaction(as defined below) will close sometime in the third quarter of 2026. PUC approval is not required to complete the transactions described herein. Accordingly, the Parties submit this letter for informational and notice purposes. In support of this filing, the Parties provide the following information: Description of the Parties A. Securus Securus is a Delaware limited liability company with its principal place of business at 5360 Legacy Drive, Suite 300, Plano, Texas 75024. Securus provides Incarcerated People's Communications Services("IPCS")using one-way, outbound-only non-interconnected Voice over Internet Protocol ("VolP") technology to a number of confinement and correctional facilities in approximately 47 states, including in the State of Idaho.' In Idaho, Securus is authorized as a Title 62 Company pursuant to Utility ID EVE-T. Securus is a wholly owned direct subsidiary of Aventiv, a Delaware limited liability company, which is a leading provider of innovative, secure technology solutions that transform connectivity for correctional facilities, law enforcement agencies, and incarcerated individuals through its subsidiaries like Securus.Aventiv delivers such services through Securus and its other subsidiaries. 1 In addition, Securus,through its operating subsidiaries,provides various additional products,services and technologies to the correctional and law enforcement community. Monica Barrios-Sanchez, Secretary May 14, 2026 Page 2 of 5 B. Transferor PECP, a Delaware limited partnership, is a private equity investment vehicle that currently holds an approximately 72.63% controlling indirect interest in Securus through its direct ownership of SCRS Intermediate HC's parent, SCRS Holding Corporation ("SCRS Holding"). PECP is sponsored by Platinum Equity, LLC ("Platinum"), a global investment firm that specializes in acquiring and operating companies in a broad range of business markets, including manufacturing, distribution, transportation and logistics, equipment rental,metals services, media and entertainment, technology, telecommunications, and other industries. Transferor's principal address is c/o Platinum Equity, 360 North Crescent Drive, South Building, Beverly Hills, California 90210. C. Transferee SCRS Intermediate HC,a Delaware corporation,is a holding company currently controlled by SCRS Holding and, ultimately, PECP. Its current principal address is c/o Platinum Equity, 360 North Crescent Drive, South Building, Beverly Hills, California 90210. Upon the closing of the Transaction, entities currently holding first lien loans (the "First Lien Lenders")2 and entities currently holding second lien secured term loans (the "Second Lien Lenders") and, together with the First Lien Lenders, the ("Lenders")3 in Aventiv will convert a portion of their debt interests in Aventiv into a collective 100 percent equity and voting interest in SCRS Intermediate HC. After consummation of the Transaction, SCRS Intermediate HC, as restructured, will become the ultimate controlling parent of Aventiv and Licensee, and no single entity or group will control SCRS Intermediate HC. 2 The First Lien Lenders hold outstanding claims under that certain Super-Priority First Lien Credit Agreement, dated as of March 28, 2024, by and among SCRS Acquisition Corporation, as Holdings; Aventiv,as Borrower;Deutsche Bank AG New York Branch,as Administrative Agent and Collateral Agent; and the lenders party thereto from time to time,as amended,restated,amended and restated, supplemented, or otherwise modified from time to time (the "First Lien Credit Agreement"). Certain First Lien Lenders also hold claims on account of their Senior Secured Notes(as defined in the First Lien Credit Agreement). 3 The Second Lien Lenders hold outstanding claims under that certain Super-Priority Second Lien Credit Agreement, dated as of March 28, 2024, by and among SCRS Acquisition Corporation, as Holdings; Aventiv, as Borrower; Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent; and the lenders parry thereto from time to time, as amended, restated, amended and restated, supplemented, or otherwise modified from time to time. Monica Barrios-Sanchez, Secretary May 14, 2026 Page 3 of 5 Designated Contacts Questions, correspondence or other communications concerning this informational filing should be directed to: For Transferor: Paul C. Besozzi Squire Patton Boggs (US) LLP 2550 M Street,N.W. Washington, DC 20037 202-457-5292 (tel) 202-457-6315 (fax) paul.besozziksquirepb.com With copies for Transferor: Platinum Equity Attn: Legal Department 360 North Crescent Drive South Building Beverly Hills, California 90210 legalnoticeskplatinumequi . .com For Transferee: Wayne D. Johnsen Kevin Rupy Lauren Lerman Wiley Rein LLP 2050 M Street NW Washington, DC 20036 202-719-7000 (tel) wi ohnsen(cr�,wiley kr My@wile, llerman&wiley.law For Securus: Michael S.J. Lozich Vice President, Deputy General Counsel, Regulatory Affairs Securus Technologies, LLC 5360 Legacy Drive, Suite 300 Plano, Texas 75024 972-277-0565 (tel) Mlozich&securustechnologies.com Monica Barrios-Sanchez, Secretary May 14, 2026 Page 4 of 5 Description of the Transaction The Transaction will effectuate the transfer of ultimate control of Securus from PECP to SCRS Intermediate HC by extinguishing SCRS Holding's existing voting and equity interests in SCRS Intermediate HC, severing the ownership chain between PECP and SCRS Intermediate HC, and reconstituting Aventiv's debt structure.Pre-Transaction,PECP holds an approximately 72.63% controlling indirect interest in SCRS Intermediate HC, and in turn, in Securus.At the close of the Transaction, PECP's current indirect majority equity ownership of SCRS Intermediate HC will be eliminated and, as explained below, through the conversion of debt issued by SCRS Intermediate HC's indirect subsidiary and Securus's direct parent, Aventiv, SCRS Intermediate HC will have new owners — none of which will own a majority interest in SCRS Intermediate HC or exercise control. As a result, SCRS Intermediate HC, as restructured, will assume ultimate control of Securus. More specifically, under the terms of the Transaction, approximately $1.202 billion of Aventiv's existing first lien debt and approximately$367 million of Aventiv's existing second lien secured term loans will be equitized into a collective 100% direct voting and equity interest in SCRS Intermediate HC and a collective 100% indirect voting and equity interest in Aventiv and thus Securus. The First Lien Lenders collectively will hold an approximate 97.5% direct voting and equity interest in SCRS Intermediate HC, as restructured, and an approximate 97.5% indirect voting and equity interest in Aventiv, and the Second Lien Lenders collectively will hold an approximate 2.5% direct voting and equity interest in SCRS Intermediate HC, as restructured, and an approximate 2.5%indirect voting and equity interest in Aventiv.No Lender is contemplated to hold, directly or indirectly, greater than 20% of the equity and/or voting interests in SCRS Intermediate HC and Aventiv,nor will they exercise de facto control. Further,upon consummation of the Transaction, SCRS Intermediate HC, which will have an up to seven-member board of directors, will remain a holding company that does not provide telecommunications services. For reference, charts depicting the pre- and post-Transaction ownership of Securus are provided as Exhibit A. Monica Barrios-Sanchez, Secretary May 14,2026 Page 5 of 5 An electronic copy of this letter in PDF format is being emailed to the PUC Secretary. Should you have any questions,please do not hesitate to contact us. Respectfully submitted, /s/ /sue a►2x, Paul C. Besozzi Wayne D ohnsen (S Squire Patton Boggs (US)LLP Wiley Rein LLP 2550 M Street,N.W. 2050 M Street NW Washington,DC 20037 Washington,DC 20036 202-457-5292(tel) 202-719-7000(tel) 202-457-6315 (fax) Mjohnsen ,wiley.law paul.besozzi(a,squirepb.com Counsel for Transferor Counsel for Transferee /s/ Xdm-L . 47�czi) Michael S.J. Lozich Vice President, Deputy General Counsel, Regulatory Affairs Securus Technologies,LLC 5360 Legacy Drive, Suite 300 Plano,Texas 75024 972-277-0565 (tel) MlozichAsecurustechnologies.com Counsel for Securus EXHIBIT A Chart of the Pre- and Post-Transaction Ownership Structures Pre-Transaction Ownership Structure of Securus Technologies, LLC* I uity Capital IV, L.P.ware) SCRS Holding Corporation (Delaware) SCRS Intermediate Holding Corporation (Delaware) SCRS Intermediate Holding II Corporation (Delaware) SCRS Acquisition Corporation (Delaware) * The entities listed herein only include SCRS Holding Corporation and its subsidiaries Aventiv Technologies, LLC that(1)provide intrastate, (Delaware) interstate or international voice communication services or(2) are ICY in the chain of ownership of those All ownership interests are entities. The chart excludes 100%voting and equity subsidiaries of SCRS Holding unless otherwise indicated. Securus Technologies, LLC Corporation that do not provide Ownership (Delaware) such communication services in the United States. Post-Transaction Ownership Structure of Securus Technologies, LLC ------------ ' Shareholders, i None of Which Will Hold More than 20% of Securus i ��. Technologies, LLC,,.,' SCRS Intermediate Holding Corporation (DE) SCRS Intermediate Holding II Corporation" (DE) SCRS Acquisition Corporation" (DE) Aventiv Technologies,LLC (DE) Securus Technologies,LLC (DE) KEY ** Entity will be converted to a limited liability All ownership interests are 100%voting and company in connection with the closing. equity unless otherwise indicated. Ownership