WANRack Transfer of Control Notice Idaho (3-23-2021).pdf

March 23, 2021
Via E-Mail
Jan Noriyuki
Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd. Building 8, Suite 201-A
Boise, ID 83714
[e-mail]
RE: Notification of Proposed Changes in Indirect Control of WANRack, LLC
Dear Secretary Noriyuki:
WANRack, LLC (“Licensee” or “WANRack”), WANRack Holdings LLC (“Holdings”
or “Transferor”), and CBRE Caledon WR Holdings LP (“Transferee” or “CBRE”), (collectively,
the “Parties”), hereby notify the Idaho Public Utilities Commission (“Commission”) of a
proposed transaction that will result in a change in indirect control of the Licensee (the
“Transaction”). Since Commission action is not required for the Transaction, the Parties submit
this letter for informational purposes.
DESCRIPTION OF THE PARTIES
A.WANRack Holdings, LLC (Transferor) and WANRack, LLC (Licensee)
WANRack is a privately held Delaware limited liability company and a wholly-owned,
direct subsidiary of Holdings. WANRack is headquartered at 15700 College Blvd., Suite 200,
Lenexa, Kansas 66219. WANRack, founded in 2013, owns and operates private fiber wide area
networks built for school districts across 22 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 a Certificate of Public Convenience and Necessity
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, California,1 Colorado, Connecticut, Florida, Georgia,
Illinois, Indiana, Kansas, Kentucky, Missouri, Montana, Nevada, Ohio, Oklahoma,
Pennsylvania, Texas, Virginia, Washington, Wisconsin, and Wyoming.
B.CBRE Caledon WR Holdings LP (Transferee)
CBRE is a Delaware limited partnership with principal offices at c/o CBRE Caledon
Capital Management, 141 Adelaide Street West, Suite 1500, Toronto, Ontario M5H 3L5. CBRE
1 WANRack intends to relinquish its authority to provide telecommunications services in the
State of California prior to completion of this Transaction.
RECEIVED
2021 March 23, AM 10:00
IDAHO PUBLIC
UTILITIES COMMISSION
Jan Noriyuki, Commission Secretary
March 23, 2021
Page 2
is an affiliate of CBRE Caledon Capital Management Inc. (“CBRE Capital”), a leading
infrastructure and private equity solutions provider that seeks to create long-term value by
accessing and managing high-quality investment opportunities and building comprehensive and
customized infrastructure and private equity portfolios. CBRE Capital is ultimately controlled by
CBRE Group, Inc. (NYSE: CBRE).
Transferee does not itself provide telecommunications, rather Transferee is a holding
company formed solely for the purpose of acquiring Holdings, and indirectly WANRack. For the
purpose of accomplishing the Transaction, Transferee has created a merger subsidiary, CCWR
Merger Sub LLC (“Merger Sub”), a Delaware limited liability company and direct, wholly
owned subsidiary of Transferee.
DESIGNATED CONTACTS
Questions, correspondence, or other communications concerning this filing should be
directed to:
For CBRE:
Andrew D. Lipman
Patricia Cave
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Ave, N.W.
Washington, DC 20006
202-739-3000 (Tel)
202-739-3001 (Fax)
[e-mail]
[e-mail]
With a copy to:
Noi Spyratos
Rob Shaw
c/o CBRE Caledon Capital
Management Inc.
141 Adelaide Street West
Suite 1500
Toronto, Ontario M5H 3L5
[e-mail]
[e-mail]
For WANRack and Holdings:
Matthew DelNero
Thomas Parisi
One CityCenter
850 Tenth Street, NW
Washington, DC 20001
202-662-6000 (Tel)
[e-mail]
[e-mail]
With a copy to:
Rob Oyler
c/o WANRack Holdings LLC
15700 College Blvd.
Suite 200
Lenexa, KS 66219
913-522-5810 (Tel)
[e-mail]
Jan Noriyuki, Commission Secretary
March 23, 2021
Page 3
And:
Michael McKenzie
Raghav Nayar
c/o Grain Management
1900 K Street NW, Suite 650
Washington, DC 20006
[e-mail]
[e-mail]
DESCRIPTION OF THE TRANSACTION
CBRE, Merger Sub, Holdings, and Grain Communications Opportunity Fund, L.P.
(solely in its capacity as the Unitholder Representative) entered into an Agreement and Plan of
Merger on February 23, 2021 (the “Agreement”). Pursuant to and subject to the terms and
conditions in the Agreement, Merger Sub will be merged with and into Holdings, with Holdings
surviving the merger, at which time Merger Sub will cease to exist. Upon consummation of the
Transaction, Holdings will be a direct, wholly owned subsidiary of CBRE and WANRack will be
an indirect, wholly owned subsidiary of CBRE.
For the Commission’s reference, diagrams depicting the pre- and post-Transaction
corporate ownership structures are provided in Exhibit A.
PUBLIC INTEREST CONSIDERATIONS
The proposed Transaction will serve the public interest, convenience, and necessity by
providing WANRack with access to CBRE’s financial and operational expertise, permitting
WANRack to continue to provide robust communications solutions to their customers and to
better compete in the Idaho telecommunications marketplace. The Transaction is expected to
enhance the financial condition and prospects of WANRack, increase its liquidity and accelerate
the introduction of new communications technologies, products and services to its customers.
These enhancements, together with the operational and financial expertise of CBRE’s affiliates,
are expected to allow WANRack to strengthen its competitive positions to the benefit of its
customers and the telecommunications marketplace. The Transaction would allow WANRack to
pursue growth strategies and to expand its operations both in terms of service area coverage and
through the ability of WANRack to offer customers an expanded line of products and services.
As a result of the Transaction, Parties believe WANRack will be able to compete more
effectively against incumbent carriers and larger competitive carriers.
At the same time, the Transaction will have no adverse impact on the customers of
WANRack. Immediately following the Transaction, WANRack will continue to provide service
at the same rates, terms, and conditions and without any interruption of service. The only change
immediately following the closing from a customer’s perspective will be the new ownership of
Jan Noriyuki, Commission Secretary
March 23, 2021
Page 4
WANRack. CBRE and its owners further expect that existing management will continue to
oversee WANRack on a day-to-day basis.
Further, the Transaction does not present any anti-competitive issues in Idaho and will
not harm the public interest. Significantly, there will be no diminution of competition in the
Idaho market as a result of the Transaction. The Transaction will not result in the elimination or
addition of competitors to the marketplace in Idaho. Because CBRE is neither itself a provider of
telecommunications nor affiliated with any providers there will be no reduction in competition.
Indeed, the purchase by CBRE will provide fresh capital for WANRack to continue and expand
its operations to the benefit of competition and consumers.
Please acknowledge receipt and acceptance of this electronic filing. Should you have any
questions concerning this filing, please do not hesitate to contact the undersigned.
Respectfully submitted,
/s/Patricia Cave /s/Thomas Parisi
Andrew D. Lipman
Patricia Cave
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Ave, N.W.
Washington, DC 20006
202-739-3000 (Tel)
202-739-3001 (Fax)
[e-mail]
[e-mail]
Counsel for CBRE Caledon WR Holdings
LP
Matthew DelNero
Thomas Parisi
One CityCenter
850 Tenth Street, NW
Washington, DC 20001
202-662-6000 (Tel)
[e-mail]
[e-mail]
Counsel for WANRack, LLC and WANRack
Holdings, LLC
EXHIBIT A
Current and Post-Transaction Corporate Ownership Structure Charts
Current Ownership Structure of WANRack, LLC
Unless otherwise indicated, all ownership/control percentages are 100%.Page 1
WANRack, LLC
(“WANRack”)
(Delaware)
Grain Communications
Opportunity Fund, L.P.
(“Grain”)
(Delaware)
WANRack Holdings LLC
(“Holdings”)
(Delaware)
Robert Oyler
(U.S. Citizen)
Darren Bonawitz
(U.S. Citizen)
60.91%
10.61%
23.97%Other Owners
Collectively,
4.51%
Post-Transaction Ownership Structure of WANRack, LLC
See Pages 3 & 4
Page 2 Unless otherwise indicated, all ownership/control percentages are 100%.
WANRack, LLC
(“WANRack”)
(Delaware)
WANRack Holdings LLC
(“Holdings”)
(Delaware)
CBRE Caledon WR Holdings LP
(“CBRE”)
(Delaware)
CBRE Caledon WR GP Inc.
(“Transferee GP”)
(Delaware)
CBRE Caledon Global
Infrastructure Fund Holdings I, LP
(“CGIF”)
(Ontario)
84%Other limited partners
16%
See Page 4
General Partner
CCWR Holdings Inc.
(“CCWR”)
(Delaware)
Economic Interest
Caledon Capital Investments Inc.
(“Caledon Investments”)
(Ontario)
WANRack Intermediate
Holdings LLC1
(Delaware)
1 WANRack Intermediate Holdings LLC has not yet
been formed and is not expected to be formed
until shortly before closing.
Ownership Structure of CGIF
Page 3 Unless otherwise indicated, all ownership/control percentages are 100%.
CBRE Caledon Global
Infrastructure Fund
(Canada), LP
(Ontario)
75.99%
CBRE Caledon Global
Infrastructure Fund Holdings I, LP
(“CGIF”)
(Ontario)
Caledon Neptune
Infrastructure
Investments I, LP
(Ontario)
Limited Partner
(attributed less than
20% of WANRack)
Provident10(Canada)
Approx 24.01%
CBRE Caledon Global
Infrastructure GP Inc.
(“CBRE GP”)
(Ontario)
General Partner
Caledon Neptune GP Inc.
(“Neptune GP”)
(Ontario)
See Page 4
See Page 4
31.99%10.52%
22%
Economic Interest
Other Investors
(individually
attributed less
than 20% of
WANRack)
20.04%
Limited Partner
(attributed less than
20% of WANRack)
15.45%
Limited Partner
(attributed less than
20% of WANRack)
Other Limited Partners
(individually attributed
less than 20% of
WANRack)
Ownership Structure of Caledon Investments, Neptune GP, and CBRE GP
Page 4 Unless otherwise indicated, all ownership/control percentages are 100%.
CBRE Caledon Global
Infrastructure GP Inc.
(“CBRE GP”)
(Ontario)
Caledon Neptune GP Inc.
(“Neptune GP”)
(Ontario)
CBRE Caledon Capital
Management Inc.
(Ontario)
CBRE Group, Inc.
(NYSE: CBRE)1
(Delaware)
CBRE Caledon Holdings Inc.
(Ontario)
Senior Management
(None of which individually
is attributed 20% in
WANRack)
50.01%49.9%
See Pages 2 & 3
General Partner
Economic Interest
Caledon Capital Investments Inc.
(“Caledon Investments”)
(Ontario)
1 CBRE Group, Inc. holds 50.01% of CBRE Caledon
Holdings Inc. through numerous intermediate
entities.
VERIFICATIONS

VERIFICATION
I, Robert Shaw, state that I am the Secretary of CBRE Caledon WR GP Inc., the general
partner of CBRE Caledon WR Holdings LP (“CBRE”); 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 and its affiliates, 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
_______ day of March 2021.

____________________________ Robert Shaw Secretary
CBRE Caledon WR GP Inc., general partner of CBRE Caledon WR Holdings LP

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