20230331Notice of Proposed Transfer of Indirect Control.pdf

March 31, 2023
Via E-Mail
Jan Noriyuki, Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd. Building 8, Suite 201-A
Boise, ID 83714
[e-mail]
Re: Certificate of Public Convenience and Necessity No. 498
Notification Regarding the Proposed Transfer of Indirect Control of Fatbeam, LLC
Dear Secretary Noriyuki:
Fatbeam, LLC ("Fatbeam" or "Licensee"), Fatbeam Holdings, LLC C'FB Holdings"), SDC FB Holdings,
LLC (SDC FB" or "Transferor") and Project Lighthouse AIV Feeder LP C'AIV Feeder" or "Transferee")
(collectively, the "Parties"), by their undersigned representatives, notify the Idaho Public Utilities
Commission (the "Commission") of the proposed transfer of indirect control of Licensee from SDC
FB to AIV Feeder. Fatbeam holds Certificate of Public Convenience and Necessity No. 498 in Idaho.'
The Parties provide this Notification for informational purposes only as no Commission action is
required for the proposed Transaction.
Description of the Parties
A. Licensee (Fatbeam, LLC)
Fatbeam, founded in 2010, is a limited liability company organized under the laws of Washington.
Fatbeam is the direct, wholly owned subsidiary of FB Holdings, a Delaware limited liability company.
Fatbeam and FB Holdings have corporate headquarters at 2605 W. Riverstone Drive, Suite 202,
Coeur d'Alene, Idaho, 83814.
Fatbeam is a provider of fiber-based network solutions to rural and mid-sized markets in the Western
United States. Fatbeam connects over 40 cities across eight states with a fiber network spanning
1,252 route miles across 13 metro markets and comprising over 128,000 strand miles, and offers
services including wide area network and dedicated Internet access. In Idaho, Fatbeam holds
Certificate of Public Convenience and Necessity No. 498. Fatbeam owns and operates over 550 route
miles of fiber in Idaho today in markets including Boise and North Idaho.
B. Transferor (SDC FB Holdings, LLC)
Fatbeam and FB Holdings are subsidiaries of SDC FB. SDC FB, a Delaware limited liability company,
is owned by investment funds controlled by an affiliate of SDC Capital Partners, LLC (''SDC"). SDC,
a Delaware limited liability company, is a New York City-based digital infrastructure investment firm
investing in a range of digital infrastructure, including data centers, fiber networks, wireless
infrastructure, and associated businesses, with a focus on opportunities to leverage its deep
operational expertise in partnership with portfolio company management teams. SDC currently has
1 The Certificate of Public Convenience and Necessity was transferred from LXI-CLEC, LLC on
February 8, 2021 in Order No. 34912 (Case No. LXI-T-20-05; FZ4-T-20-02).
March 31, 2023
Via E-Mail
Jan Noriyuki, Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd. Building 8, Suite 201-A
Boise, ID 83714
[e-mail]
Re: Certificate of Public Convenience and Necessity No. 498
Notification Regarding the Proposed Transfer of Indirect Control of Fatbeam, LLC
Dear Secretary Noriyuki:
Fatbeam, LLC (“Fatbeam” or “Licensee”), Fatbeam Holdings, LLC (“FB Holdings”), SDC FB Holdings,
LLC (“SDC FB” or “Transferor”) and Project Lighthouse AIV Feeder LP (“AIV Feeder” or “Transferee”)
(collectively, the “Parties”), by their undersigned representatives, notify the Idaho Public Utilities
Commission (the “Commission”) of the proposed transfer of indirect control of Licensee from SDC
FB to AIV Feeder. Fatbeam holds Certificate of Public Convenience and Necessity No. 498 in Idaho.1
The Parties provide this Notification for informational purposes only as no Commission action is
required for the proposed Transaction.
Description of the Parties
A. Licensee (Fatbeam, LLC)
Fatbeam, founded in 2010, is a limited liability company organized under the laws of Washington.
Fatbeam is the direct, wholly owned subsidiary of FB Holdings, a Delaware limited liability company.
Fatbeam and FB Holdings have corporate headquarters at 2605 W. Riverstone Drive, Suite 202,
Coeur d’Alene, Idaho, 83814.
Fatbeam is a provider of fiber-based network solutions to rural and mid-sized markets in the Western
United States. Fatbeam connects over 40 cities across eight states with a fiber network spanning
1,252 route miles across 13 metro markets and comprising over 128,000 strand miles, and offers
services including wide area network and dedicated Internet access. In Idaho, Fatbeam holds
Certificate of Public Convenience and Necessity No. 498. Fatbeam owns and operates over 550 route
miles of fiber in Idaho today in markets including Boise and North Idaho.
B. Transferor (SDC FB Holdings, LLC)
Fatbeam and FB Holdings are subsidiaries of SDC FB. SDC FB, a Delaware limited liability company,
is owned by investment funds controlled by an affiliate of SDC Capital Partners, LLC (“SDC”). SDC,
a Delaware limited liability company, is a New York City-based digital infrastructure investment firm
investing in a range of digital infrastructure, including data centers, fiber networks, wireless
infrastructure, and associated businesses, with a focus on opportunities to leverage its deep
operational expertise in partnership with portfolio company management teams. SDC currently has
1 The Certificate of Public Convenience and Necessity was transferred from LXI-CLEC, LLC on
February 8, 2021 in Order No. 34912 (Case No. LXI-T-20-05; FZ4-T-20-02).
RECEIVED
2023 March 31, PM 1:18
IDAHO PUBLIC
UTILITIES COMMISSION
Jan Noriyuki, Secretary
March 31, 2023
Page 2
approximately $4.0 billion in assets under management as of September 30, 2022 (including net
asset value of existing portfolio and remaining unfunded commitments).
Fatbeam, FB Holdings, and SDC FB are ultimately controlled through SDC's $400 million investment
fund, SDC Digital Infrastructure Opportunity Fund I, L.P., a Delaware limited partnership. SDC and
the funds and entities that it manages or controls have principal offices at 817 Broadway, 10th Floor,
New York, New York 10003.
SDC funds have invested in other digital infrastructure portfolio companies including Tilson (a fiber
and wireless network design and management company), ALLO (a fiber provider based in the
Midwest United States), BandwidthlG (a metro dark fiber provider operating throughout Northern
California and the Greater Atlanta area), IQ Fiber (a fiber provider in Jacksonville, Florida), and
SummitlG (a leading dense dark fiber platform in Northern Virginia), among others.
C. Transferee (Project Lighthouse AIV Feeder LP)
AIV Feeder, a Delaware limited partnership, is a special purpose entity created for purposes of the
Transaction. The general partner of AIV Feeder is Basalt Infrastructure Partners IV GP Limited, a
Guernsey limited company, which also manages the investment fund vehicles that own the equity
of AIV Feeder. Basalt Infrastructure Partners IV GP Limited is owned by Basalt Infrastructure
Partners LLP ("Basalt), a United Kingdom limited liability partnership. Basalt is majority owned by
an indirect subsidiary of Colliers International Group Inc. (NASDAQ: CIGI), a Canadian
corporation.2
Basalt is the investment advisor to the Basalt funds and, together with its advisory affiliates and their
subsidiaries in aggregate, manages approximately $7 billion in equity capital. The Basalt funds are
infrastructure equity investment funds focusing on mid-market investments in utilities, power,
transport, and communications infrastructure in North America and Europe. Basalt is an experienced
investor in the digital infrastructure sector, including in businesses that currently are building out a
number of fiber networks across the United Kingdom and Germany.
2 Basalt's senior leadership team holds 25 percent of the equity in the business and leads and directs
its operations under Colliers' partnership model.
Jan Noriyuki, Secretary
March 31, 2023
Page 2
approximately $4.0 billion in assets under management as of September 30, 2022 (including net
asset value of existing portfolio and remaining unfunded commitments).
Fatbeam, FB Holdings, and SDC FB are ultimately controlled through SDC’s $400 million investment
fund, SDC Digital Infrastructure Opportunity Fund I, L.P., a Delaware limited partnership. SDC and
the funds and entities that it manages or controls have principal offices at 817 Broadway, 10th Floor,
New York, New York 10003.
SDC funds have invested in other digital infrastructure portfolio companies including Tilson (a fiber
and wireless network design and management company), ALLO (a fiber provider based in the
Midwest United States), BandwidthIG (a metro dark fiber provider operating throughout Northern
California and the Greater Atlanta area), IQ Fiber (a fiber provider in Jacksonville, Florida), and
SummitIG (a leading dense dark fiber platform in Northern Virginia), among others.
C.Transferee (Project Lighthouse AIV Feeder LP)
AIV Feeder, a Delaware limited partnership, is a special purpose entity created for purposes of the
Transaction. The general partner of AIV Feeder is Basalt Infrastructure Partners IV GP Limited, a
Guernsey limited company, which also manages the investment fund vehicles that own the equity
of AIV Feeder. Basalt Infrastructure Partners IV GP Limited is owned by Basalt Infrastructure
Partners LLP (“Basalt”), a United Kingdom limited liability partnership. Basalt is majority owned by
an indirect subsidiary of Colliers International Group Inc. (NASDAQ: CIGI), a Canadian
corporation.2
Basalt is the investment advisor to the Basalt funds and, together with its advisory affiliates and their
subsidiaries in aggregate, manages approximately $7 billion in equity capital. The Basalt funds are
infrastructure equity investment funds focusing on mid-market investments in utilities, power,
transport, and communications infrastructure in North America and Europe. Basalt is an experienced
investor in the digital infrastructure sector, including in businesses that currently are building out a
number of fiber networks across the United Kingdom and Germany.
2 Basalt’s senior leadership team holds 25 percent of the equity in the business and leads and directs
its operations under Colliers’ partnership model.
Jan Noriyuki, Secretary
March 31, 2023
Page 3
Designated Contacts
Inquiries or copies of any correspondence, orders, or other materials pertaining to this filing should
be directed to:
For Licensee and Transferor:
Tamar E. Finn
Joshua M. Bobeck
Leetal Weiss
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Ave., N.W.
Washington, DC 20004-2541
Tel: [phone]
Fax: [phone]
[e-mail]
[e-mail]
[e-mail]
With copies for Licensee and Transferor to:
Kim Devlin
Accounting Manager
Fatbeam, LLC
2065 W. Riverstone Drive Ste. 202
Coeur d'Alene, ID 83814
Tel: [phone]
[e-mail]
And:
Clinton Karcher
SDC Capital Partners
817 Broadway, 10th Floor
New York, NY 10003
[e-mail]
For Transferee:
James Barker
Elizabeth Park
Michael Herman
Latham & Watkins LLP555 11th St., N.W.
Suite 1000
Washington, DC 20004-2541
Tel: [phone]
Fax: [phone]
[e-mail] [e-mail]
[e-mail]
With copies for Transferee to:
Wil Jones
Project Lighthouse AIV Feeder LP
go Basalt Infrastructure Partners
200 Park Avenue South, Suite 1501
New York, NY 10003
Tel: [phone]
Wi [e-mail]
Description of the Transaction
Pursuant to a Securities Purchase Agreement, dated March 24, 2023 (the "Agreement"), by and
among SDC FB and Transferee, SDC FB will sell to Transferee all issued and outstanding limited
liability company interests of FB Holdings (the "Transaction"). FB Holdings owns all issued and
outstanding limited liability company interests in Fatbeam. As a result of the Transaction, Fatbeam
will be an indirect, wholly owned subsidiary of Transferee. Ultimately, Fatbeam will be majority
controlled by Basalt Infrastructure Partners LLP.
For the Commission's reference, diagrams depicting the current and post-Transaction ownership
structure of Licensee are provided as Exhibit A.
Jan Noriyuki, Secretary
March 31, 2023
Page 3
Designated Contacts
Inquiries or copies of any correspondence, orders, or other materials pertaining to this filing should
be directed to:
For Licensee and Transferor:
Tamar E. Finn
Joshua M. Bobeck
Leetal Weiss
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Ave., N.W.
Washington, DC 20004-2541
Tel: [phone]
Fax: [phone]
[e-mail]
[e-mail]
[e-mail]
For Transferee:
James Barker
Elizabeth Park
Michael Herman
Latham & Watkins LLP555 11th St., N.W.
Suite 1000
Washington, DC 20004-2541
Tel: [phone]
Fax: [phone]
[e-mail] [e-mail]
[e-mail]
With copies for Licensee and Transferor to:
Kim Devlin
Accounting Manager
Fatbeam, LLC
2065 W. Riverstone Drive Ste. 202
Coeur d'Alene, ID 83814
Tel: [phone]
[e-mail]
And:
Clinton Karcher
SDC Capital Partners
817 Broadway, 10th Floor
New York, NY 10003
[e-mail]
With copies for Transferee to:
Wil Jones
Project Lighthouse AIV Feeder LP
c/o Basalt Infrastructure Partners
200 Park Avenue South, Suite 1501
New York, NY 10003
Tel: [phone]
[e-mail]
Description of the Transaction
Pursuant to a Securities Purchase Agreement, dated March 24, 2023 (the “Agreement”), by and
among SDC FB and Transferee, SDC FB will sell to Transferee all issued and outstanding limited
liability company interests of FB Holdings (the “Transaction”). FB Holdings owns all issued and
outstanding limited liability company interests in Fatbeam. As a result of the Transaction, Fatbeam
will be an indirect, wholly owned subsidiary of Transferee. Ultimately, Fatbeam will be majority
controlled by Basalt Infrastructure Partners LLP.
For the Commission’s reference, diagrams depicting the current and post-Transaction ownership
structure of Licensee are provided as Exhibit A.
Jan Noriyuki, Secretary
March 31, 2023
Page 4
Public Interest Considerations
The proposed Transaction furthers the public interest, convenience, and necessity. The proposed
Transaction will strengthen the market position of Fatbeam through access to additional funding and
management expertise, which will enable accelerated investment in the company's network. As a
result, Fatbeam will be better able to meet the needs of existing customers by providing superior
service, as well as to compete for new customers by virtue of enhanced capabilities.
Moreover, because the proposed Transaction is occurring at the holding company level, it will be
entirely seamless to customers and will have no impact on Fatbeam's day-to-day operations and
service offerings. Fatbeam will continue to provide high-quality communications offerings to its
customers at the same rates, terms, and conditions without interruption. Further, the proposed
Transaction will not cause any diminution in competition as Basalt has not invested in and does not
control any telecommunications carriers in any markets where Fatbeam operates. Finally, the
proposed Transaction will supplement Fatbeam's existing management team with the industry
expertise, managerial capabilities, and resources of Basalt.
* * * *
Please acknowledge receipt of this electronic filing. Should you have any questions, please
do not hesitate to contact the undersigned.
Respectfully submitted,
/s/
Tamar E. Finn
Joshua M. Bobeck
Leetal Weiss
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Ave., N.W.
Washington, DC 20004-2541
Tel: [phone]
Fax: [phone]
[e-mail]
[e-mail]
[e-mail]
Counsel for SDC FB Holdings, LLC,
and Fatbeam, LLC
/s/
James Barker
Elizabeth Park
Michael Herman
Latham & Watkins LLP
555 11th St., N.W.
Suite 1000
Washington, DC 20004-2541
Tel: [phone]
Fax: [phone]
[e-mail]
[e-mail]
[e-mail]
Counsel for Project Lighthouse ATV Feeder LP
Jan Noriyuki, Secretary
March 31, 2023
Page 4
Public Interest Considerations
The proposed Transaction furthers the public interest, convenience, and necessity. The proposed
Transaction will strengthen the market position of Fatbeam through access to additional funding and
management expertise, which will enable accelerated investment in the company’s network. As a
result, Fatbeam will be better able to meet the needs of existing customers by providing superior
service, as well as to compete for new customers by virtue of enhanced capabilities.
Moreover, because the proposed Transaction is occurring at the holding company level, it will be
entirely seamless to customers and will have no impact on Fatbeam’s day-to-day operations and
service offerings. Fatbeam will continue to provide high-quality communications offerings to its
customers at the same rates, terms, and conditions without interruption. Further, the proposed
Transaction will not cause any diminution in competition as Basalt has not invested in and does not
control any telecommunications carriers in any markets where Fatbeam operates. Finally, the
proposed Transaction will supplement Fatbeam’s existing management team with the industry
expertise, managerial capabilities, and resources of Basalt.
* * * *
Please acknowledge receipt of this electronic filing. Should you have any questions, please
do not hesitate to contact the undersigned.
Respectfully submitted,
/s//s/
Tamar E. Finn
Joshua M. Bobeck
Leetal Weiss
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Ave., N.W.
Washington, DC 20004-2541
Tel: [phone]
Fax: [phone]
[e-mail]
[e-mail]
[e-mail]
Counsel for SDC FB Holdings, LLC,
and Fatbeam, LLC
James Barker
Elizabeth Park
Michael Herman
Latham & Watkins LLP
555 11th St., N.W.
Suite 1000
Washington, DC 20004-2541
Tel: [phone]
Fax: [phone]
[e-mail]
[e-mail]
[e-mail]
Counsel for Project Lighthouse AIV Feeder LP
EXHIBIT A
Pre- and Post-Transaction Ownership Structure
EXHIBIT A
Pre- and Post-Transaction Ownership Structure
Pre-Transaction Corporate Ownership of Fatbeam
,,,,„--- ----------- --_,
Funds and Entities, Ultimately controlled
by affiliates of
l Pi SDC Capta artners,
LLC ',, ,
.....„-'
''..----- ------ Majority Ownership
and Control
SDC FB Holdings, LLC
("Transferor")
(Delaware)
•
Fatbeam Holdings, LLC
("FB Holdings")
(Washington)
•
Fatbeam, LLC
("Fatbeam"/Licensee)
(Washington)
All ownership/control percentages are
100%, unless noted.
Exhibit A - Page 1
All ownership/control percentages are
100%, unless noted.
Pre-Transaction Corporate Ownership of Fatbeam
Exhibit A - Page 1
Funds and Entities
Ultimately controlled
by affiliates of
SDC Capital Partners,
LLC
Fatbeam, LLC
(“Fatbeam”/Licensee)
(Washington)
SDC FB Holdings, LLC
(“Transferor”)
(Delaware)
Fatbeam Holdings, LLC
(“FB Holdings”)
(Washington)
Majority Ownership
and Control
Post-Transaction Corporate Ownership of Fatbeam
r
All ownership/control percentages are
100%, unless noted.
Basalt Senior
Leadership
25%
Colliers International Group Inc.
(Canada)
/ 75% ; / Indirect
Basalt Infrastructure Partners
LLP
(United Kingdom)
Basalt Infrastructure Partners IV
GP Limited
(Guernsey)
Fund r
Manager
GP •
Project Lighthouse AIV Feeder
LP
(Delaware)
Investment Fund
Vehicles
Fatbeam Holdings, LLC
("FB Holdings")
(Washington)
Fatbeam, LLC
("Fatbeam"/Licensee)
(Washington)
LP
r 1 Investors . L .
Exhibit A - Page 2
All ownership/control percentages are
100%, unless noted.
Post-Transaction Corporate Ownership of Fatbeam
Exhibit A - Page 2
Fatbeam, LLC
(“Fatbeam”/Licensee)
(Washington)
Project Lighthouse AIV Feeder
LP
(Delaware)
Fatbeam Holdings, LLC
(“FB Holdings”)
(Washington)
Basalt Infrastructure Partners IV
GP Limited
(Guernsey)
GP
Basalt Infrastructure Partners
LLP
(United Kingdom)
Investment Fund
Vehicles
Fund
Manager Investors
Basalt Senior
Leadership
25%
Colliers International Group Inc.
(Canada)
75%
Indirect
LP
DocuSign Envelope ID: 309F2378-2EA4-44BD-9ED1-A75D3AC407F7
VERIFICATION
I, Dusti Burmeister, state that I am the Chief Financial Officer of Fatbeam, LLC (the
"Company"); that I am authorized to make this Verification on behalf of the Company and its
affiliates; 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 . c—DocuSigned by:
burvxt-iskr
Dusti Burmeister
Chief Financial Officer
Fatbeam, LLC
VERIFICATION
I, Dusti Burmeister, state that I am the Chief Financial Officer of Fatbeam, LLC (the
“Company”); that I am authorized to make this Verification on behalf of the Company and its
affiliates; 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 .
________________________
Dusti Burmeister
Chief Financial Officer
Fatbeam, LLC

DocuSign Envelope ID: 309F2378-2EA4-44BD-9ED1-A75D3AC407F7
VERIFICATION
I, Chris McErlane, state that I am the Director of Basalt Infrastructure Partners IV GP
Limited as General Partner of Project Lighthouse AIV Feeder LP (the “Company”); that I am
authorized to make this Verification on behalf of the Company and its affiliates; 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 March _31_, 2023.
________________________
Chris McErlane
Director
Project Lighthouse AIV Feeder LP