20220825Notice of Transfer of Control of Bullseye Telecom.pdf

August 25, 2022
Via Electronic Mail
Jan Noriyuki
Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Boulevard
Building 8, Suite 201-A
Boise, ID 83714
RE: Notification of Transfer of Control of BullsEye Telecom, Inc.
Dear Secretary Noriyuki:
Lingo Management, LLC (“Lingo Management”), Lingo Communications, LLC
(“Lingo”), and B. Riley Principal Investments, LLC (“BRPI”) (Lingo Management, Lingo, and
BRPI collectively, the “Lingo Entities”), BullsEye Telecom, Inc. (“BullsEye”), and Lingo
Telecom, LLC (f/k/a Matrix Telecom, LLC) (“Lingo Telecom”) (BullsEye and Lingo Telecom
collectively, the “Licensees”) (the Lingo Entities and the Licensees collectively, the “Parties”)
respectfully notify the Idaho Public Utilities Commission (“Commission”) of the transfer of
control of BullsEye to the Lingo Entities, which was consummated August 16, 2022 (the
“Transaction”). Commission action is not required for the Transaction described herein.
Accordingly, the Parties submit this letter for informational purposes.
Description of the Parties
A. BullsEye Telecom, Inc. (Licensee)
BullsEye is a Michigan corporation with a principal office at 25925 Telegraph Road,
Suite 210, Southfield, MI 48033. Prior to completion of the Transaction, BullsEye was majority
owned by the William H. Oberlin Revocable Trust. The business address for the Trust is 8863
Hunters Creek Drive, Clarkston, MI 48348. William H. Oberlin, a United States citizen, serves
as the Trustee.
In Idaho, BullsEye holds a Certificate of Public Convenience and Necessity to provide
competitive telecommunications services within the State of Idaho, which was granted in Order
No. 29680 (January 10, 2005). BullsEye also holds authority from the Federal Communications
Commission (“FCC”) to provide domestic interstate and international telecommunications
services, and is authorized to provide intrastate telecommunications services in the District of
Columbia and in all other states except Alaska and Hawaii.1
1 In Virginia, a subsidiary of BullsEye is authorized to provide intrastate telecommunications
services, in accordance with Virginia law.
RECEIVED
2022 August 25, PM 1:39
IDAHO PUBLIC
UTILITIES COMMISSION
Page 2
B. Lingo Telecom, LLC (f/k/a Matrix Telecom, LLC) (Licensee)
Lingo Telecom is a Texas limited liability company with a principal office at 3475
Piedmont Road NE, 12th Floor, Suite 1260, Atlanta, GA 30305. Lingo Telecom is a subsidiary
of Lingo Management.
In Idaho, Lingo Telecom is authorized to provide local exchange and interexchange
telecommunications services pursuant to Certificate No. 468 issued in Docket No. MAT-T-07-1.
Lingo Telecom also holds authority from the FCC to provide domestic interstate and
international telecommunications services, and is authorized to provide intrastate
telecommunications services in the District of Columbia and all other states except Virginia,
where its subsidiary is authorized to provide intrastate telecommunications services.
C. The Lingo Entities
Lingo Management is a Delaware limited liability company with a principal office at
3475 Piedmont Road NE, 12th Floor, Suite 1260, Atlanta, GA 30305. Lingo Management is a
holding company and does not provide any telecommunications services or hold authorizations
from any state authority for the provision of telecommunications services.
Lingo, a Georgia limited liability company, holds 20% of Lingo Management. Lingo is a
wholly owned, direct subsidiary of GG Telecom Investors, LLC (“GG Telecom”), a Georgia
limited liability company. GG Telecom is owned by Holcombe T. Green, Jr. (62.5%) and R.
Kirby Godsey (37.5%). Lingo is a holding company and does not provide telecommunications
services or hold authorizations from any state or federal authority for the provision of
telecommunications services.
BRPI, a Delaware limited liability company, holds 80% of Lingo Management. BRPI is a
holding company owned by B. Riley Financial, Inc., a publicly traded Delaware corporation
(NASDAQ: RILY) and diversified financial services company that takes a collaborative
approach to the capital raising and financial advisory needs of public and private companies and
high net worth individuals.
Page 3
Designated Contacts
Questions or correspondence concerning this filing should be directed to:
For the Lingo Entities and Lingo Telecom:
Chérie R. Kiser
Angela F. Collins
CAHILL GORDON &REINDEL LLP
1990 K Street, N.W., Suite 950
Washington, DC 20006
Tel: [phone]
[e-mail]
[e-mail]
With a copy to:
Alex Valencia
VP – Government Affairs & Compliance
Lingo Management, LLC
9330 LBJ Freeway, Suite 944
Dallas, TX 75243
For BullsEye:
Andrew M. Klein
Allen C. Zoracki
KLEIN LAW GROUP PLLC
1250 Connecticut Avenue, N.W.
Suite 700
Washington, DC 20036
Tel: [phone]
[e-mail]
[e-mail]
With a copy to:
Steven M. Avromov
General Counsel & Secretary
BullsEye Telecom, Inc.
25925 Telegraph Road
Suite 210
Southfield, MI 48033
Description of the Transaction
On March 28, 2022, Lingo Management, Lingo NewCo1 Inc. (“Merger Sub”),2 BullsEye,
William H. Oberlin, as Trustee of the William H. Oberlin Revocable Trust, Shareholder
Representative Services LLC, as Equityholder Representative, and for certain limited purposes
only, William H. Oberlin, in his individual capacity, entered into an Agreement and Plan of
Merger (“Agreement”). Pursuant to the Agreement, Merger Sub merged with and into BullsEye,
with BullsEye continuing as the surviving entity. As a result of the Agreement, indirect
ownership and control of BullsEye was transferred to the Lingo Entities effective August 16,
2022.
No assignment of licenses, certificates of public convenience, assets, or customers
occurred as a consequence of the Transaction. The Transaction also did not trigger any
immediate change in the rates, terms, and conditions under which Licensees provide service to
their existing customers. The Transaction was transparent to Licensees’ customers.
Accordingly, customer notice was not required under Idaho or FCC rules because there was no
change in service provider from the customer’s perspective as a result of the Transaction.
2 Merger Sub was a Michigan corporation that was created solely for purposes of the Transaction
and was a subsidiary of Lingo Management.
Page 4
For the Commission’s reference, Exhibit A depicts the pre-closing and post-closing
ownership structure of the Parties.
Public Interest Considerations
The Transaction is in the public interest as it brings together two enterprises that have
demonstrated a long-standing commitment to excellence in a highly competitive marketplace.
Consumers will benefit from the extensive telecommunications experience and expertise of the
combined company. The financial, technical, and managerial resources that the Lingo Entities
bring to BullsEye (and BullsEye to the Lingo Entities) are expected to enhance the combined
company’s ability to compete in the communications marketplace.
The Transaction had no adverse impact on customers and did not alter the manner of
service delivery or billing. Notably, BullsEye serves only business customers, and has no
residential customers in Idaho. The Transaction did not result in any immediate change of
carrier or any assignment of authorizations, and did not result in the discontinuance, reduction,
loss, or impairment of service to customers. The Licensees will continue to provide high-quality
communications services to their customers in Idaho without interruption and without immediate
change in rates, terms or conditions. Accordingly, the Transaction was, for all practical
purposes, imperceptible to customers. The Transaction did not harm consumers or negatively
impact the telecommunications market in Idaho.
Further, the Transaction did not adversely affect competition, and in fact, will enhance
competition in Idaho. Licensees are competitive providers operating in a highly competitive
market. The Transaction allows Licensees to become even more effective competitors by
strengthening the combined company’s ability to offer innovative, in-demand services to Idaho
consumers.
Please do not hesitate to contact us if you have any questions regarding this submission.
Respectfully submitted,
/s/ Andrew M. Klein /s/ Angela F. Collins
Andrew M. Klein
Allen C. Zoracki
KLEIN LAW GROUP PLLC
1250 Connecticut Avenue, N.W.
Suite 700
Washington, DC 20036
Tel: [phone]
[e-mail]
[e-mail]
For BullsEye Telecom, Inc.
Chérie R. Kiser
Angela F. Collins
CAHILL GORDON &REINDEL LLP
1990 K Street, N.W., Suite 950
Washington, DC 20006
Tel: [phone]
Fax: [phone]
[e-mail]
[e-mail]
For the Lingo Entities and Lingo Telecom, LLC
EXHIBIT A
Pre- and Post-Transaction Structure
Exhibit A-1: Lingo Entities Pre-Transaction
GG Telecom Investors, LLC
(GA)
Lingo Communications, LLC
(GA)
20% voting interest
Right to designate 2 members of 5-member Board
Lingo Management, LLC
(DE)
Lingo
Telecom of
the West, LLC
(DE)
Holcombe T. Green, Jr. (62.5%)
R. Kirby Godsey (37.5%)
Impact Acquisition LLC
(DE)
Impact Telecom LLC
(NV)
Lingo Telecom, LLC
(f/k/a Matrix Telecom, LLC)
(TX)
Matrix Telecom
of Virginia, LLC
(VA)
Vancouver Telephone
Company Limited
(Canada)
B. Riley Principal Investments, LLC
(DE)
80% voting interest
Right to designate 3 members of 5-member Board
B. Riley Financial, Inc.
(DE)
Tempo
Telecom, LLC
(GA)
Lingo
Communications
of Kentucky, LLC
(GA)
Lingo NewCo1
Inc.
(Merger Sub)
(MI)
Exhibit A-2: BullsEye Pre-Transaction
William H. Oberlin Revocable Trust
(William H. Oberlin, Trustee)
(MI)
BullsEye Telecom, Inc.
(MI)
BullsEye
Telecom of
Virginia, LLC
(VA)
Bandwave
Systems, LLC
(PA)
BullsEye Business
Solutions Holding,
Inc.
(MI)
BullsEye Business
Solutions, ULC
(Canada)
NASBU, LLC
(MI)
WHO
Holdings,
LLC
(MI)
Exhibit A-3: Post-Transaction
Lingo Management, LLC
(DE)
Lingo
Telecom of
the West, LLC
(DE)
Impact Acquisition LLC
(DE)
Impact Telecom LLC
(NV)
Lingo Telecom, LLC
(f/k/a Matrix Telecom, LLC)
(TX)
Matrix Telecom
of Virginia, LLC
(VA)
Vancouver Telephone
Company Limited
(Canada)
Tempo
Telecom, LLC
(GA)
Lingo
Communications
of Kentucky, LLC
(GA)BullsEye Telecom, LLC
(MI)
BullsEye
Telecom of
Virginia, LLC
(VA)
Bandwave
Systems, LLC
(PA)
BullsEye Business
Solutions Holding,
LLC
(MI)
BullsEye Business
Solutions, ULC
(Canada)
NASBU, LLC
(MI)
WHO
Holdings,
LLC
(MI)
See Exhibit A-1