Notice of Transfer of Control.pdf

March 4, 2024
Via Email
Ms. Jan Noriyuki, Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd. Building 8,
Suite 201-A
Boise, ID 83714
[e-mail]
Re: Notice of Transfer of Control of Hypercube Networks, LLC f/k/a Intrado
Communications, LLC
Dear Ms. Noriyuki:
AP VIII Olympus VoteCo, LLC (“Olympus” or “Transferor”), the transferor and indirect
parent of licensee Hypercube Networks, LLC (“Hypercube” or “Licensee”); the transferee 46 Labs
LLC (“46 Labs” or “Transferee,” and collectively with VoteCo and Hypercube, the “Parties”); and
Hypercube, through their undersigned counsel, hereby notify the Idaho Public Utilities
Commission of their intent to consummate a transaction resulting in the acquisition of ultimate
control of the Licensee by 46 Labs (the “Transaction”).
The Transaction will serve the public interest by providing to Hypercube new sources of
capital and the managerial resources and industry expertise of 46 Labs, which will in turn enhance
Hypercube’s ability to offer its services and compete in the telecommunications marketplace.
Hypercube will continue to provide competitive and innovative service to existing customers at
the same rates, terms, and conditions and in the same geographic areas as currently provided.
Accordingly, the Transaction will be transparent to customers and will not result in the
discontinuance, reduction, loss, or impairment of service to any customer.
I. DESCRIPTION OF THE PARTIES
A. Transferor: Olympus
As shown in the pre-closing ownership diagram provided in Exhibit A, Hypercube is
indirectly controlled by Olympus, which, in turn, is collectively controlled by Matthew Nord and
Robert Kalsow-Ramos, who are each officers and managers of Olympus. Transferor is a special
purpose Delaware limited liability company with a principal place of business located at 9 West
57th Street, 43rd Floor, New York, New York 10019. Mr. Nord and Mr. Kalsow-Ramos, who are
both U.S. citizens and investment professionals with the Apollo funds group, each currently hold
45.05 percent of the voting membership interests and 45.05 percent of the equity interests in
Olympus. Apollo, which was founded in 1990, is a leading global alternative investment manager.
Apollo raises, invests, and manages investment funds on behalf of some of the world’s most
prominent pension and endowment funds as well as other institutional and individual investors.
RECEIVED
2024 March 4, PM 4:50
IDAHO PUBLIC
UTILITIES COMMISSION
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B. Licensee: Hypercube
Hypercube is a Delaware limited liability company, and its principal place of business is
located at 3200 W. Pleasant Run Road, Suite 300, Lancaster, Texas 75146. It is a wholly owned
direct subsidiary of Hypercube Holdings. Hypercube provides wholesale local and national tandem
switching and transport services, termination services, toll-free origination services, and Direct
Inbound Dial services to telecommunications and information service providers, including
wireless carriers, wireline competitive local exchange carriers, and interexchange carriers; cable
telephony providers; and Voice over Internet Protocol providers. Hypercube provides service to
its customers using its nationwide optical backbone network that is both IP- and TDM-based.
While Hypercube owns and operates its own network equipment, it leases transmission lines
(including access circuits) from other carriers. Hypercube’s services are currently available in 48
states1 and the District of Columbia. Hypercube is authorized to provide local and interexchange
telecommunications services pursuant to the authority granted in case GNR-T-01-11, Cert No.
407.2
C. Transferee: 46 Labs
46 Labs is an Oklahoma limited liability company formed on February 1, 2012. Its
principal place of business is located at 1503 E. 19th Street, Edmond, Oklahoma 73013. At the
time of closing, Trevor Francis, who is the Chief Executive Officer and Founder of 46 Labs, will
directly own approximately 63.4 percent of 46 Labs. Daniel Howard, Chief Legal Officer of 46
Labs, will indirectly own approximately 32.3 percent of 46 Labs through VPH Investments LTD,
LLC, an Oklahoma limited liability company. Both Mr. Francis and Mr. Howard are U.S. citizens.
A post-transaction ownership diagram showing 46 Labs’ ownership structure is provided in
Exhibit A. 46 Labs is the world’s connectivity orchestration company. It enables its clients to ease
their operational burdens and expand their reach across any connectivity medium. 46 Labs and/or
its affiliates provide voice, data, and messaging services to industry-leading organizations in the
1 Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Idaho,
Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan,
Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode
Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West
Virginia, Wisconsin, and Wyoming.
2 West Telecom’s operating authority was initially granted to KMC Data, LLC (“KMC”) by Order
No. 29159 dated November 26, 2002, in Case No. GNR-T-01-11. Certificate No. 407 was then
formally issued on February 3, 2003. By Order No. 30641 dated September 8, 2008, the Commission
recognized KMC’s name change to Hypercube Telecom, LLC (“Hypercube Telecom”), and issued a
First Amended Certificate No. 407 to Hypercube Telecom. By Order No. 33424 dated November 24,
2015, the Commission recognized Hypercube Telecom’s name change to West Telecom Services,
LLC (“West Telecom”), and issued a Second Amended Certificate No. 407 to West Telecom. By
Order No. 34617 dated April 21, 2020, in Case No. KMD-T-20-01, the Commission recognized West
Telecom’s name change to Intrado Communications, LLC (“Intrado”) and issued a Third Amended
Certificate No. 407 to Intrado. By Order No. 36087 dated February 12, 2024, in Case No. KMD-T-23-
01, the Commission recognized Intrado’s name change to Hypercube Networks, LLC and issued a Fourth
Amended Certificate No. 407 to Hypercube.
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healthcare, finance, retail, transportation, manufacturing, government, and education sectors.
Upon consummation of the Transaction, Hypercube will be the indirect, wholly owned subsidiary
of 46 Labs, and 46 Labs will control Hypercube. 46 Labs is controlled by Mr. Francis.
II. DESCRIPTION OF THE TRANSACTION
III. PUBLIC INTEREST CONSIDERATIONS
® platform brings together and interconnects the foundational
infrastructure that powers the success of small- to large-scale businesses sustainably and securely.
3 Accordingly, the Transaction will be transparent to
customers and will not result in the discontinuance, reduction, loss, or impairment of service to
any customer. In short, the Transaction will provide Hypercube with access to financial and other
resources that will allow it to become a more effective competitor and strengthen its service
offerings, to the benefit of the market and customers and without any risk of competitive harm.
3 Any future changes in the rates, terms, or conditions of Hypercube’s service will be undertaken pursuant
to customer contracts and any applicable federal and state requirements.
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IV. DESIGNATED CONTACTS
All correspondence and communications with respect to this Notice should be addressed
or directed to as follows:
For 46 Labs:
V. CONCLUSION
For the reasons stated above, the Transaction described above will serve the public interest.
Respectfully submitted,
/s/ Daniel Howard
Daniel Howard
Chief Legal Officer,
46 Labs LLC
1503 E. 19th Street
Edmond, OK 73013
469.923.6909
[e-mail]
/s/Phillip R. Marchesiello_______
Phillip R. Marchesiello
Wilkinson Barker Knauer, LLP
1800 M Street, N.W.
Suite 800N
Washington, D.C. 20036
Tel: [phone]
Fax: [phone]
[e-mail]
Counsel for Hypercube and Olympus
March 4, 2024
EXHIBIT A
RE- AND POST-CLOSING ORGANIZATIONAL DIAGRAMS
AP Olympus Co-Invest, L.P.
(Delaware) and members of
West Technology Group
management 2
Mount Olympus Parent,
L.P.
(Delaware)
AOP VIII (AIV), L.P.1
(Delaware)
AP VIII Olympus Holdings,
L.P. (Delaware)
29.73%
equity 48.18%
equity
14.73%
equity
72.9% equity
26.7% equity
Apollo Investment Fund VIII,
L.P.1
(Delaware)
100% voting & equity
Apollo Overseas Partners
(Delaware 892) VIII, L.P.1
(Delaware)
Matthew Nord
(45.05% voting)
Robert Kalsow-Ramos
(45.05% voting)
(Both U.S. citizens)
TRANSFEROR
AP VIII Olympus VoteCo,
LLC
(Delaware)
9.9% voting &
9.9% equity
90.1% voting &
90.1% equity
Pre-Transaction Ownership Structure
1 No entity or individual holds a 10% or greater direct or indirect aggregate
equity interest in AOP VIII (AIV), L.P.; Apollo Overseas Partners (Delaware
892) VIII, L.P.; or Apollo Investment Fund VIII, L.P. (collectively, “AP
Funds”).
2 No general or limited partner of AP Olympus Co-Invest, L.P. and no
member of West Technology Group management, individually or in
combination with any investment such person or entity may also have in the
AP Funds, hold a 10% or greater aggregate direct or indirect equity interest
in Mount Olympus Parent, L.P.

Hypercube Networks Holdings,
LLC (f/k/a Intrado
Communications Holdings, LLC)
(Delaware)
100% voting
100% equity
LICENSEE
Hypercube Networks, LLC
(f/k/a Intrado Communications,
LLC
(Delaware)
VPH Investments LTD,
LLC
(Oklahoma)
100% voting & equity
100% voting & equity
100% voting & equity
63.4% voting
and equity
TRANSFEREE
46 Labs LLC
(Oklahoma)
Trevor G. Francis
(U.S. citizen)
Daniel Howard
(U.S. citizen)
Post-Transaction Ownership Structure
Hypercube Network Holdings, LLC
(f/k/a Intrado Communications
Holdings, LLC)
(Delaware)
LICENSEE
Hypercube Networks, LLC (f/k/a
Intrado Communications, LLC)
(Delaware)
32.3% voting
and equity