20260909APPLICATION.pdf

Matthew A.Brill SPE-T-26-01 555 Eleventh Street,N.W.,Suite 1000
Direct Dial:[phone] Washington,D.C. 20004-1304
matthew [e-mail] ASI-T-26-01 Tel:[phone] Fax:[phone]
www.lw.com
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September 1, 2026 Dusseldorf San Diego
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Monica Barrios-Sanchez London Tel Aviv
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Commission Secretary Madrid Washington,D.C.
Idaho Public Utilities Commission
P.O Box 83720
Boise, ID 83720-0074
Re: Notice of a Change of Control of Spectrotel of the West,LLC and
AireSpring,Inc.
Dear Ms. Barrios-Sanchez:
Spectrotel Ultimate Holdings, LLC ("Spectrotel Ultimate"), Spectrotel of the West, LLC
("Spectrotel West"), AireSpring, Inc. ("AireSpring"), and Spectrum Aggregator, LP ("Spectrum
Aggregator") (collectively, the "Parties") hereby notify the Idaho Public Utilities Commission
(the "Commission") of a transaction that will entail:
• The transfer of control of Spectrotel West from an entity affiliated with Grain
Management, LLC ("Grain Management")to an entity affiliated with
Charlesbank Capital Partners, LLC ("Charlesbank")through Spectrum
Aggregator's direct acquisition of the majority of the equity interests of Spectrotel
Ultimate, of which Spectrotel West currently is a subsidiary; and
• The transfer of control of AireSpring from its current ownership group to
Charlesbank through Spectrotel Ultimate's concurrent indirect acquisition of all
of the equity interests of AireSpring
(collectively, the "Transaction").
As a result of the Transaction, AireSpring and Spectrotel West will become affiliated and
subject to the ultimate control of Charlesbank, with an affiliate of Grain Management holding a
minority interest indirectly in Spectrotel West and AireSpring.
Spectrotel West and AireSpring, each of which is authorized to provide
telecommunications services in Idaho, will continue to provide high-quality communications
services to customers without interruption, and there are no plans to discontinue any service or to
implement any changes in rates, terms, or conditions in connection with the Transaction.

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Accordingly, the transfer of control of Spectrotel West and AireSpring will be transparent to
their customer bases.
The Transaction will promote the public interest by bolstering Spectrotel West's financial
resources and management expertise, thereby enhancing its ability to serve customers and
compete in the marketplace for voice and business data services. Spectrotel West's concurrent
affiliation with AireSpring also will generate operational efficiencies, enabling the affiliated
companies to provide enhanced and expanded service offerings to customers, and thereby to
compete more effectively in the marketplace than either Spectrotel West or AireSpring would be
able to alone.
Pursuant to Idaho Code § 62-704, Commission approval or prior notice is not required for
the Transaction. Accordingly, the Parties provide this notice for informational purposes.
I. THE PARTIES
A. AireSpring,Inc.
AireSpring is a Delaware corporation that maintains its headquarters at 600 Cleveland
Street, Suite 226, Clearwater, Florida 33755. AireSpring provides resold voice and business data
services to small and medium-sized business ("SMB") and enterprise customers across the
United States and Canada. AireSpring is authorized to provide facilities-based and resold local
exchange and interexchange services in Idaho pursuant to Order No. 32078, issued September
30, 2010 in Case No. ASI-T-10-01.
As part of the Transaction,AireSpring will convert from a Delaware corporation to a
Delaware limited liability company (AireSpring, LLC) and the Parties respectfully request that
the Commission, upon receipt of notice of the consummation of the Transaction (with which any
necessary evidence of this conversion will be provided), update its records accordingly.
AireSpring will also make any necessary revisions to its local exchange and interexchange
tariffs to reflect the conversion and resulting name change.
B. Spectrotel of the West, LLC
Spectrotel West, a Delaware limited liability company, is an indirect, wholly owned
subsidiary of Spectrotel Services, LLC that maintains its headquarters at 3535 State Highway 66,
Building 7,Neptune,New Jersey 07753. Spectrotel Services provides, including through
Spectrotel West and various other subsidiaries,resold voice and business data services to SMB
and enterprise customers across the United States. Spectrotel West is authorized to provide
facilities-based and resold local exchange services in Idaho pursuant to Order No. 32602, issued
July 30, 2012 in Case No. SPE-T-I1-01.
C. Spectrotel Ultimate Holdings,LLC
Spectrotel Ultimate, of which Spectrotel West is an indirect, wholly owned subsidiary, is
managed by Grain Management. Grain Management,whose primary office is located at 1900 K

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Street NW, Suite 650, Washington, DC 20006, invests in and manages communications
businesses in North and South America. Grain Management's private equity funds focus on
investing in communications infrastructure and services, including fiber, towers, spectrum, small
cells, satellites, and other telecommunications-related assets and services. Collectively, Grain
Management's investment team has over 100 years of experience as industry operators and
private equity professionals. In particular, its founder and Chief Executive Officer, David Grain,
has over 25 years of experience in the telecommunications industry and 15 years in private
equity. Among other positions that he held prior to founding Grain Management, Mr. Grain
served from 2002 to 2006 as President of Global Signal, Inc., then the largest owner and operator
of communications towers. Mr. Grain also served as Senior Vice President of AT&T
Broadband's New England region.
D. Spectrum Aggregator, LP
Spectrum Aggregator, a Delaware limited partnership with its principal offices located at
200 Clarendon Street, 54th Floor, Boston, Massachusetts 02116, is managed by Charlesbank.
Founded in 1998, Charlesbank is a leading middle-market private investment firm with
approximately $21 billion of assets under management as of December 31, 2025. Drawing on
nearly three decades of experience and sector insights, the firm takes a thematic approach to
investing across its target sectors: business and consumer services, healthcare, industrials, and
technology and technology infrastructure. Spectrum Aggregator does not hold any
telecommunications licenses or certificates and does not provide telecommunications services.
II. DESIGNATED CONTACTS
The designated contacts for all correspondence, notices, inquiries, and orders in relation
to this notice are:
For Spectrotel West Spectrotel Ultimate, and Spectrum Aggregator:
Matthew A. Brill
Michael H. Herman
LATHAM&WATKINs LLP
555 Eleventh Street NW
Suite 1000
Washington, DC 20004
[phone]
[e-mail]
[e-mail]
For AireSpring_
Lance J.M. Steinhart
LANCE J.M. STEINHART,P.C.
11585 Jones Bridge Rd
Suite 420 PMB 2030

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Johns Creek, GA 30022
[phone]
[e-mail]
III. DESCRIPTION OF THE TRANSACTION
Pursuant to a Contribution and Purchase Agreement dated April 22, 2026, Spectrotel
Intermediate Holdings, LLC, a direct, wholly owned subsidiary of Spectrotel Ultimate, will
acquire all of the outstanding equity and voting interests in AireSpring.1 Accordingly,
AireSpring will become an affiliate of Spectrotel West. Pursuant to a Purchase Agreement dated
April 22, 2026, Spectrum Aggregator concurrently will acquire a majority of the outstanding
equity and voting interests in Spectrotel Ultimate, of which Spectrotel West currently is a
subsidiary.
As a result of the Transaction, which will be financed through a combination of equity
contributions and third-party debt financing, Spectrotel West and AireSpring will be majority
owned and controlled indirectly by Spectrum Aggregator, subject to the ultimate control of
Charlesbank, with GCOF IV Spectrotel Holdings, L.P. ("GCOF IV Spectrotel"), an affiliate of
Grain Management, holding a minority interest directly in Spectrotel Ultimate and, in turn,
indirectly in Spectrotel West and AireSpring. Certain other existing owners of Spectrotel West
and AireSpring will retain minority interests in the affiliated companies through a rollover
investment in Spectrotel Ultimate at closing.
Pre- and post-Transaction corporate ownership charts of Spectrotel West and AireSpring
are provided in Exhibit A and Exhibit B.
IV. PUBLIC INTEREST CONSIDERATIONS
The Transaction will promote the public interest for multiple reasons.
First, the Transaction will give Spectrotel West and AireSpring access to additional
financial resources and generate operational efficiencies. In particular, Spectrum Aggregator's
acquisition of a majority interest in Spectrotel West and, in turn, AireSpring, will provide them
access to additional capital, enabling the affiliated companies to continue to provide high-quality
and innovative communications solutions at reasonable rates to customers, none of which will
suffer any resulting loss or impairment of service. In addition, following closing of the
Transaction, these additional financial resources will facilitate the affiliated companies' ability to
deliver enhanced and expanded service offerings to existing and new customers. Moreover,
Spectrotel West's affiliation with AireSpring will result in efficiencies owing to the unification
of the companies' operations, including by uniting their respective sales and marketing functions,
' As part of the Transaction, AireSpring will undertake an internal restructuring, involving the
formation of a new holding company to which all of the existing outstanding equity and voting
interests of AireSpring will be contributed as well as AireSpring's conversion from a Delaware
corporation to a Delaware limited liability company.

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customer care, back office systems, and other capabilities, and improving the affiliated
companies' ability to secure reasonable terms from its suppliers, which consist primarily of
major, nationwide providers of voice and business data services.
Second, the extensive managerial resources and expertise of Charlesbank will supplement
those of Grain Management as well as of Spectrotel West's highly experienced and well-
qualified management, technical, and operational teams, which will oversee the day-to-day
operations of the affiliated companies following closing. The decades of experience of these
teams will ensure that customers continue to receive high-quality communications services and
excellent customer service following the Transaction.
Third, while the Transaction will augment Spectrotel West and AireSpring's existing
capabilities, it will not adversely affect competition or otherwise result in harm to consumers.
As an initial matter, because Spectrum Aggregator does not provide communications services, its
acquisition of a majority interest in Spectrotel West and AireSpring will not result in any
reduction in competition. And in fact, the affiliation of Spectrotel West and AireSpring will
enhance competition in the communications marketplace. In particular, as resellers of services
provided by carriers such as Verizon and AT&T,both companies compete with these nationwide
carriers, among many other(often much larger)resellers and facilities-based providers. In
addition, as resellers, neither Spectrotel West nor AireSpring is able to exert control over
facilities to the detriment of competitors, and the same will be true of the companies following
the Transaction. Accordingly, the Transaction does not pose a threat of competitive harm and
will not negatively impact any customers. To the contrary, by enabling the combined company
to compete more effectively with other service providers, the Transaction will enhance
competition in the communications marketplace.
Fourth, the Transaction will be seamless for the customers of Spectrotel West and
AireSpring. In particular, the affiliated companies' customers will continue to receive the same
high-quality and innovative communications services as they do today. Moreover, there are no
plans to discontinue any of AireSpring's services following the companies' affiliation. Instead,
AireSpring's customers will gain access to the wide variety of services that Spectrotel West
offers.
An original and one (1) copy of this letter are enclosed for filing. Please date-stamp and
return the extra copy in the envelope provided. Please contact the undersigned with any
questions regarding this filing.

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Respectfully submitted,
ls/Lance J.M. Steinhart /s/Matthew A. Brill
Lance J.M. Steinhart Matthew A. Brill
LANCE J.M. STEINHART,P.C. Michael H. Herman
11585 Jones Bridge Rd LATHAM&WATKINs LLP
Suite 420 PMB 2030 555 Eleventh Street NW
Johns Creek, GA 30022 Suite 1000
[phone] Washington, DC 20004
[e-mail] [phone]
[e-mail]
Counsel for AireSpring [e-mail]
Counsel for Spectrotel West,
Spectrotel Ultimate, and Spectrum
Aggregator

EXHIBIT A
Pre-Transaction Corporate Ownership Chart

Pre-Transaction Ownership Structure (AireSpring)
Avi and Shiri Daniel Lonstein Shiri Lonstein Irrevocable Trust
Lonstein Family Trust (U.S.) (U.S.) Other Shareholders
(U.S.)
25.85% 15.28% 15.78% <10%
AireSpring,Inc.
(Delaware)

Pre-Transaction Ownership Structure (Spectrotel)
Grain Communications Opportunity Grain Communications Opportunity Grain Communications Opportunity
Other Interest Holders Fund III,LP Fund III(DE Parallel),L.P. Fund III(Parallel),L.P.
(Delaware) (Delaware) (Cayman Islands)
<10% 52.7% 14.3%
Grain Communications Opportunity
Fund III Master,L.P. Spectrotel Management Holdings,LLC
Other Interest Holders (Delaware) (Delaware)
<10% 82.6% 15.8%
Spectrotel Ultimate Holdings,LLC
(Delaware)
100%
Spectrotel Intermediate Holdings,LLC
(Delaware)
100%
Spectrotel Services,LLC
(Delaware)
Note
Percentages reflect direct or indirect interests in authorization 1 100%
holder Spectrotel of the West.LLC.
Spectrotel Holding Company,LLC
(Delaware)
100%
Spectrotel of the West,LLC
(Delaware)

EXHIBIT B
Post-Transaction Corporate Ownership Chart

Post-Transaction Ownership Structure
(Part 1)
See Part 2 See Part 3
Other Interest Holders Spectrum Aggregator,LP GCOF N Spectrotel Holdings,L.P.
(Delaware) (Delaware)
<10% 64% 28.5%
Spectrotel Ultimate Holdings,LLC
(Delaware)
100%
Notes Spectrotel MidCo LLC
Percentages reflect direct or indirect interests in authorization (Delaware)
holders Spectrotel of the West,LLC and AireSpring,LLC.
100%
Spectrotel MidCo II LLC
(Delaware)
100%
Spectrotel Intermediate Holdings,LLC
(Delaware)
100% 100%
Spectrotel Services,LLC AireSpring,LLC
(Delaware) (Delaware)
100%
Spectrotel Holding Company,LLC
(Delaware)
100%
Spectrotel of the West,LLC
(Delaware)

Post-Transaction Ownership Structure
(Part 2)
CB Offshore Equity Fund XI,LP
(Delaware)
18.8%
Spectrum Blocker,Inc.
(Delaware)
18.8%
CB Equity Fund XI,LP Spectrum Splitter,L.P.
(Delaware) Other Interest Holders (Delaware)
40.2% <10% 18.80
Spectrum Aggregator,LP
(Delaware)
Note See Part 1
Percentages reflect indirect interests in authorization holders
Spectrotel of the West,LLC and AireSpring,LLC.

Post-Transaction Ownership Structure
(Part 3)
Grain Communications Opportunity
Fund IV-A,L.P.
Other Interest Holders
(Delaware)
20.1% <10%
GCOF IV Spectrotel Aggregator,L.P.
(Delaware)
28.5%
GCOF IV Spectrotel Holdings,L.P.
(Delaware)
See Part 1
Note
Percentages reflect indirect interests in authorization holders
Spectrotel of the West,LLC and AireSpring,LLC.