20211028Notice of Indirect Change of Control.pdf

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October 28, 2021
Via Electronic Filing
Jan Noriyuki, Secretary P.O. Box 83720 Boise, ID 83720-0074 11331 W. Chinden Blvd. Building 8, Suite 201-A
Boise, ID 83714
Re: Notice of Indirect Change of Control of Mobilitie, LLC – Case No. MOB-T-14-01 Dear Ms. Noriyuki:
Mobilitie, LLC (“Mobilitie”) hereby notifies the Idaho Public Utilities Commission
(“Commission”) of the indirect transfer of control of Mobilitie and its indirect subsidiaries from The Gary Jabara Revocable Trust (“Transferor”) and BAI Communications US Holdings II LLC (“US Holdings II” or “Transferee”), which was completed on September 30, 2021 (“Transaction”).
Mobilitie has been granted certification from the Commission to provide as a wholesale
telecommunications provider in Idaho.1 Prior to the consummation of the Transaction, Mobilitie was indirectly owned and controlled by Transferor. As a result of the Transaction, Mobilitie became an indirect, wholly owned subsidiary of Transferee, which is wholly indirectly owned and controlled by Frequency Infrastructure Australia Holdings Pty Ltd (“FIAHPL”), the holding
company for the BAI Communications Group of companies (“BAI Communications Group”).2
The indirect transfer of control occurred at the parent level, does not affect the day-to-day management or operations of Mobilitie, and does not involve an assignment of operating authority, assets, or customers. In addition, consummation of the Transaction serves the public
interest by providing additional capital and managerial resources to Mobilitie and its affiliates,
which enhances their ability to maintain and improve their network facilities and services to enable Mobilitie to better compete in the communications marketplace.

1 See In the Matter of the Application of Mobilitie, LLC to Register as a Wholesale Telecommunications
Provider in Idaho, Final Order, Case No. MOB-T-14-01, Order No. 33176, (November 12, 2014).
2 In turn, FIAHPL is ultimately majority owned and controlled by the Canada Pension Plan Investment
Board (“CPPIB”).
RECEIVED
2021 October 28, PM 2:22
IDAHO PUBLIC
UTILITIES COMMISSION
October 28, 2021 Page 2
I. DESCRIPTION OF THE PARTIES
A. Mobilitie, LLC Mobilitie is a Nevada limited liability company headquartered at 660 Newport Center
Drive, Suite 200, Newport Beach, California 92660.3 Mobilitie is a leading provider of
innovative infrastructure solutions designed to improve wireless service at the largest and most complex venues across all major industries, including sports and entertainment, real estate, hospitality, education, healthcare, government, and transportation. Through its team of experienced engineers and professionals, and in conjunction with its affiliates, Mobilitie designs,
builds, manages, and maintains wireless and wireline infrastructure solutions, including neutral
host distributed antenna systems, small cell systems, and WiFi networks.
B. BAI Communications US Holdings II LLC and Frequency Infrastructure Australia Holdings Pty Ltd
Transferee US Holdings II, a Delaware limited liability company headquartered at 1400
Broadway, New York, New York 10018, is a holding company created for the purposes of the
Transaction. Transferee is wholly indirectly owned and controlled by FIAHPL, a proprietary limited liability company incorporated in the State of Victoria, Australia on March 28, 2009. FIAHPL is the holding company for the BAI Communications Group and its registered office is Level 10, Tower A, 799 Pacific Highway, Chatswood, NSW 2067, Australia.

The BAI Communications Group designs, builds, and operates communications infrastructure including cellular, Wi-Fi, broadcast, radio, and IP networks. The BAI Communications Group builds and/or operates communications networks deployed in the transit subways in New York (through its majority-owned subsidiary Transit Wireless, LLC), Toronto,
and Hong Kong, and operates in Australia one of the most extensive broadcast transmission
networks in the world. In the United Kingdom, the BAI Communications Group was recently awarded a concession from Transport for London to deploy wireless coverage in the London Underground and small cell and other wireless network infrastructure throughout London.
II. DESCRIPTION OF THE TRANSACTION
On September 30, 2021, Transferee indirectly acquired ownership and control of Mobilitie and its subsidiaries from Transferor. Specifically, pursuant an Investment Agreement dated June 25, 2021 and upon consummation of the Transaction, Mobilitie became an indirect, wholly owned subsidiary of Transferee, and Transferee – and FIAHPL – indirectly wholly owns
and controls Mobilitie and its licensee subsidiaries. Exhibit A includes organizational diagrams illustrating the pre- and post-Transaction ownership of Mobilitie.

3 See Mobilitie: Intelligent Infrastructure, http://www.mobilitie.com/.
October 28, 2021 Page 3
III. PUBLIC INTEREST CONSIDERATIONS
The Transaction serves the public interest. The indirect change in ultimate control of Mobilitie occurred at the parent level only, and it did not involve any assignment of operating authority, assets, or customers. Mobilitie’s current highly experienced and well-qualified
management, technical, and operational teams continue to be responsible for the day-to-day
operation of Mobilitie’s business following completion of the Transaction. As a result of the Transaction, Mobilitie is, under the ownership and control of FIAHPL, now able to draw upon the expertise and decades of experience of FIAHPL with respect to communications infrastructure and management. The Transaction also strengthens the financial position of
Mobilitie, which has increased access to financial resources resulting from FIAHPL’s ownership
of Mobilitie through its subsidiary, the Transferee.
The financial, management, and other resources made available to Mobilitie will enhance its networks and services to the benefit of its customers. Further, the Transaction does not result in any discontinuance of service or adversely affect competition. The Transaction does not result
in a change of provider for any customers or any assignment of existing Commission
authorizations. Therefore, the Transaction is seamless to customers, who continue to receive the same services at the same rates, terms, and conditions and in the same geographic areas as today. It also does not affect Mobilitie’s vendors or vendor contracts. In addition, the proposed Transaction does not adversely affect competition because it does not result in any reduction in
the number of competitors serving the market. Indeed, customers continue to have access to the
same competitive alternatives that they have today. Moreover, the Transaction has no negative effect on the capitalization or financial condition of Mobilitie.
IV. DESIGNATED CONTACTS
All correspondence and communications with respect to this Notice should be addressed
or directed as follows:
Phillip R. Marchesiello Karen L. Milne Wilkinson Barker Knauer, LLP
1800 M Street, NW Suite 800N Washington, DC 20036 Tel.: [phone] Fax: [phone]
[e-mail] [e-mail]
October 28, 2021 Page 4

Matthew A. Brill Michael H. Herman Latham & Watkins LLP 555 Eleventh Street, NW
Suite 1000
Washington, DC 20004 Tel.: [phone] Fax: [phone] [e-mail]
[e-mail]
* * * *
If you have any questions regarding this notification, please contact the undersigned.

Respectfully submitted,

Matthew A. Brill Michael H. Herman
Latham & Watkins LLP
555 Eleventh Street, NW Suite 1000 Washington, DC 20004 Tel.: [phone]
Fax: [phone]
[e-mail] [e-mail] Counsel for BAI Communications US
Holdings II LLC

Karen L. Milne
Wilkinson Barker Knauer, LLP
1800 M Street, NW Suite 800N Washington, DC 20036 Tel.: [phone]
Fax: [phone]
[e-mail] [e-mail] Counsel for Mobilitie, LLC

EXHIBIT A

PRE-TRANSACTION OWNERSHIP STRUCTURE

(Holder of CPCN)
EXHIBIT A (cont.)

POST-TRANSACTION OWNERSHIP STRUCTURE
BAI Communications US Holdings Corporation
(US – New York)
BAI Communications Holdings Pty Ltd
(Australia)
Frequency Infrastructure Australia Holdings Pty Ltd (“FIAHPL”)
(Australia)
BAI Communications US Holdings II LLC
(US – Delaware)
Mobilitie Holdings, L.P.
(US – Nevada)
Mobilitie, LLC
(US – Nevada)
(Holder of CPCN)
BAI Communications US Holdings III LLC
(US – Delaware)
Canada Pension Plan Investment Board (“CPPIB”)
(Canada)