20221103Notice of Pro Forma change of Control of Mobilitie LLC.pdf

Matthew A. Brill
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November 3, 2022

VIA ELECTRONIC FILING

Jan Noriyuki, Secretary
Idaho Public Utilities Commission
P.O Box 83720 Boise, ID 83720-0074
11331 W. Chinden Blvd. Building 8, Suite 201-A
Boise, ID 83714

Re: Notice of Pro Forma Change of Control of Mobilitie, LLC – Case No. MOB-
T-14-01
Dear Ms. Noriyuki:
Mobilitie, LLC (“Mobilitie” or “Licensee”) hereby respectfully notifies the Idaho Public
Utilities Commission of the internal restructuring of the BAI Communications Group (“Internal
Restructuring”), of which Licensee is a part. The Internal Restructuring was completed on
October 12, 2022.
The Internal Restructuring involved only changes to intermediate entities, and
consequently there has been no change in the direct or ultimate ownership or control of Licensee.
Nor will there be any impact on Licensee’s operations. The Internal Restructuring therefore
constituted only a pro forma change of control.
I. DESCRIPTION OF LICENSEE
Licensee Mobilitie is a Nevada limited liability company, which maintains its
headquarters at 660 Newport Center Drive, Suite 200, Newport Beach, California 92660.
Mobilitie is majority owned and controlled indirectly by Frequency Infrastructure Australia
Holdings Pty Ltd (“FIAHPL”), the holding company for the BAI Communications Group.
FIAHPL is a proprietary limited liability company incorporated in the State of Victoria,
Australia, with its registered office at Level 10, Tower A, 799 Pacific Highway, Chatswood,
NSW 2067, Australia. FIAHPL, in turn, is majority owned and controlled by the Canada
Pension Plan Investment Board, a Canadian corporation.
Through Mobilitie, the BAI Communications Group designs, builds, manages, and
maintains wireless and wireline infrastructure solutions in Idaho, including neutral host
RECEIVED
2022 November 3, AM 9:29
IDAHO PUBLIC
UTILITIES COMMISSION
November 3, 2022
Page 2

distributed antenna systems, small cell systems, and Wi-Fi networks. Mobilitie has been granted
the requisite authority to operate as a wholesale telecommunications provider in Idaho.1
II. DESCRIPTION OF THE INTERNAL RESTRUCTURING
Through the Internal Restructuring, certain intermediate entities’ assets and equity
interests between Canada Pension Plan Investment Board (as the ultimate majority owner and
controller of the BAI Communications Group) and Licensee were transferred to newly formed
entities. The Internal Restructuring involved only changes to intermediate entities—that is, those
situated between Licensee’s direct parent and ultimate parents. Consequently, it did not result in
any change in the direct or ultimate ownership or control of Licensee. Exhibit A includes pre-
and post-Internal Restructuring organizational charts detailing the prior and current ownership
structure of Licensee.
III. PUBLIC INTEREST CONSIDERATIONS
The Internal Restructuring, which the BAI Communications Group undertook to
rationalize its international holdings, presents no public interest concerns. The Internal
Restructuring involved only changes to intermediate entities, and thus has resulted in no change
to, or impact on, Licensee. Moreover, the Internal Restructuring will not result in any
discontinuance of service or a change of provider for any customers. Accordingly, the Internal
Restructuring has been seamless for Licensee’s customers. In addition, because the Internal
Restructuring has not resulted in any reduction in the number of competitors serving any relevant
product market, it will not adversely affect competition, and customers continue to have access
to the same alternatives that were available prior to the Internal Restructuring.
Because the direct and ultimate ownership and control of Licensee remain the same,
Licensee’s highly experienced and qualified management, technical, and operational teams will
continue to be responsible for its day-to-day operations. For the same reason, the Internal
Restructuring has not negatively impacted the capitalization or financial condition of Licensee.
IV. DESIGNATED CONTACTS
All correspondence and communications with respect to this notice should be addressed
or directed as follows:
Matthew A. Brill
Michael H. Herman
Latham & Watkins LLP
555 Eleventh Street, NW
Suite 1000
Washington, DC 20004

1 See In the Matter of the Application of Mobilitie, LLC to Register as a Wholesale
Telecommunications Provider in Idaho, Case No. MOB-T-14-01, Final Order, Order No. 33176
(Nov. 12, 2014).
November 3, 2022
Page 3

Tel: [phone]
Fax: [phone]
[e-mail]
[e-mail]
Please contact the undersigned with any questions regarding this submission.

Sincerely,

/s/ Matthew A. Brill

Matthew A. Brill
Counsel for Mobilitie, LLC

EXHIBIT A
Pre-Internal Restructuring Ownership Chart

Canada Pension Plan Investment Board
(Canada)
Frequency Infrastructure Australia Holdings Pty Ltd (Australia)
BAI Communications Holdings Pty Ltd
(Australia)
BAI Communications US Holdings Corporation
(US - New York)
BAI Communications US Holdings II LLC
(US - Delaware)
Mobilitie, LLC
(US - Nevada)

EXHIBIT A
Post-Internal Restructuring Ownership Chart

Canada Pension Plan Investment Board
(Canada)
BAI Global Holdco Ltd
(United Kingdom)
BAI US HoldCo I LLC
(US - Delaware)
BAI US HoldCo II LLC
(US - Delaware)
BAI Communications US Holdings II LLC
(US - Delaware)
Mobilitie, LLC
(US - Nevada)