20220826Notice of Indirect Transfer of Control.pdf

August 26, 2022
VIA ELECTRONIC SUBMISSION
Ms. Jan Noriyuku
Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd.
Building 8, Suite 201-A
Boise, ID 83714
Re: Notice of Indirect Transfer of Control of Peerless Network of Idaho, LLC and
Airus, Inc.
Dear Ms. Noriyuku:
Peerless Network Holdings, Inc. (“Peerless Holdings” or “Transferor”) and Infobip Inc.
(“Infobip” or “Transferee” and, together with Transferor, the “Parties”), through the undersigned
counsel, hereby respectfully notify the Idaho Public Utilities Commission (“Commission”) of a
transaction whereby Infobip acquired Peerless Holdings and its subsidiaries (the “Transaction”).
As a result of the Transaction, Infobip now holds a 100% indirect interest in Peerless Network of
Idaho, LLC (“PNID”), and Airus, Inc. (“Airus” and, together with PNID, “Licensees”).
On October 29, 2021, Peerless Holdings and Infobip entered into an Agreement and Plan
of Merger pursuant to which Infobip acquired Peerless Holdings.1 The acquisition occurred
through a merger of a special purpose subsidiary of Infobip with and into Peerless Holdings, with
Peerless Holdings as the surviving entity. As a result of this merger, Peerless Holdings became a
wholly owned direct subsidiary of Infobip, and Licensees became indirectly wholly owned by
Infobip. The Transaction effectuated a transfer of control with no disruption to Licensees’ day-
to-day operations or service offerings. The Parties consummated the Transaction on July 25,
2022.
The Parties are submitting the instant notice for informational purposes only and to
ensure the accuracy of the Commission’s records. In support of this filing, the Parties provide
the following information:
1 The original merger agreement was entered into by Peerless Holdings and OpenMarket Inc. In connection with an
internal restructuring transaction that became effective on December 31, 2021, OpenMarket Inc. was merged with
another U.S. affiliate of Infobip Limited, with OpenMarket Inc. as the surviving entity. The name of the
OpenMarket Inc. entity was subsequently changed to “Infobip Inc.”
DLA Piper LLP (US)
500 Eighth Street, NW
Washington, DC 20004
www.dlapiper.com
Nancy J. Victory
[e-mail]
T 202.799.4216
F 202.799.5616
RECEIVED
2022 August 26, PM 2:11
IDAHO PUBLIC
UTILITIES COMMISSION
2
Description of the Parties and Related Entities
Transferor and Licensees
Peerless Holdings, a Delaware corporation, does not provide telecommunications
services but its subsidiaries operate as competitive local exchange carriers (“CLECs”) in 49
states and the District of Columbia. These subsidiaries provide interconnection services for all
types of traffic via innovative end office, tandem, and advanced routing services. In this regard,
Peerless Network, Inc. (“PNI”), a direct wholly owned subsidiary of Peerless Holdings and the
direct parent to Licensees, is authorized by the FCC to provide domestic and international
telecommunications services.2
PNID is an Idaho company. In Idaho, PNID is authorized to provide resold
interexchange telecommunications services and competitive local exchange telecommunications
services.3
Airus is a Delaware corporation. In Idaho, Airus is authorized to provide facilities-based
and resold local exchange and interexchange services.4
Transferee
Infobip, a Michigan corporation, provides business communications and messaging
services to mobile operators, messaging apps, banks, social networks, tech companies, and
aggregators in the United States. Infobip leverages the global cloud communications platform of
its parent company, Infobip Limited, which is incorporated and headquartered in the United
Kingdom. Infobip Limited has more than 3,100 employees and more than 70 offices in over 50
countries, with revenues of approximately $1,164 million.
Infobip Limited offers platforms for global cloud communications and customer
engagement to enable businesses to build connected customer experiences through a single
interface that is scalable and easy to use. This in-house-developed, full-stack offering provides
businesses with one seamless Application Programming Interface or web-based interface
connection to their customers through a broad range of messaging channels, including Short
Message Service (SMS), Rich Communication Service (RCS), voice, video, email and other chat
applications.
Infobip Limited’s mobile operators portfolio combines network monitoring and filtering
solutions with sales, consultancy and support services to increase revenue generated in the
Application to Person (A2P) SMS messaging channel. The Infobip Communications Platform as
a Service (CPaaS) business solutions model enables mobile network operators to create new
revenue streams, accelerate time to market, and build new enterprise relations.
The company serves and partners with leading mobile operators, messaging apps, banks,
social networks, tech companies, and aggregators. Key clients include internet companies and
2 PNI is authorized to operate as a global or limited global facilities-based and resale carrier. See File No. ITC-214-
200080304-00146. Consistent with 47 C.F.R. § 63.21(h), PNID and Airus operate pursuant to PNI’s international
Section 214 authorization.
3 See Case No. PEN-T-17-01, Order No. 34048 (Apr. 30, 2018).
4 See Case No. IPI-T-09-01, Order No. 31704 (May 5, 2010).
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mobile apps makers, banks and financial services providers, developers, mobile network
operators, technology companies, and other corporate customers.
Description of the Transaction Resulting in the Indirect Certificated Entity Acquisition
On October 29, 2021, Peerless Holdings and Infobip entered into an Agreement and Plan
of Merger pursuant to which Infobip acquired Peerless Holdings. The acquisition occurred
through a merger of a special purpose subsidiary of Infobip with and into Peerless Holdings, with
Peerless Holdings as the surviving entity. As a result of this merger, Peerless Holdings became a
wholly owned direct subsidiary of Infobip, and PNI became indirectly wholly owned by Infobip.
The Parties closed the Transaction on July 25, 2022.
Public Interest Statement
The Transaction furthers the public interest, convenience, and necessity. Infobip and its
owners are managerially, technically, and financially well-qualified to assume indirect ownership
and control of Licensees. Infobip and its owners are experienced managers and operators of
communications service providers in the U.S. and globally, as demonstrated by the detailed
description above regarding the market and financial position of Infobip. The Transaction
strengthens the financial position of Licensees by providing access to capital from new funding
sources enabling accelerated investment in the companies’ networks and the deployment of
expanded services to customers. As a result, Licensees are better able to meet the needs of their
customers, to expand their service offerings, and to compete for new customers.
Moreover, because the proposed change in ownership occurred at the holding company
level and did not disrupt any of the operations or the legal entities of the Licensees, the
Transaction was entirely seamless to consumers, as it did not result in a change of carrier for any
customer. Further, the Transaction did not result in any diminution in competition since it did
not remove a competitor from the market. Neither Infobip nor its owners provide any competing
telecommunications service or hold an attributable interest in any provider of
telecommunications services in Idaho.
Finally, the Transaction supplements Licensees’ existing management team with the
managerial capabilities and financial and other resources of Infobip. This infusion of additional
expertise will help steer the companies toward a long-term growth strategy for their core
business.
Contact Information
All communications with respect to this notification letter should be addressed or directed
as set forth below:
Transferor and Licensees Contact Information:
Julie Oost
Vice President, Regulatory Affairs
Peerless Network, Inc.
433 W. Van Buren Street, Suite 410S
Chicago, IL 60607
[phone]
[e-mail]
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With a copy to:
Nancy Victory
DLA Piper LLP (US)
500 Eighth Street NW
Washington, DC 20004
[phone]
[e-mail]
Transferee Contact Information:
Brandon Wayman
Infobip Inc.
300 Elliott Avenue W, Suite 200
Seattle, WA 98119
[phone]
[e-mail]
Tomislav Pifar
Infobip Limited
c/o Infobip d.o.o.
Istarska 157
Vodnjan, Croatia
[phone]
[e-mail]
With a copy to:
James Barker
Elizabeth Park
Latham and Watkins LLP
555 Eleventh Street, NW
Suite 1000
Washington, D.C. 20004-1304
[phone]
[e-mail]
[e-mail]
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Conclusion
For the reasons stated above, the Parties submit that the public interest, convenience and
necessity are furthered by the Transaction.
Respectfully submitted this 26th day of August 2022.
/s/ Nancy J. Victory
Nancy J. Victory
DLA PIPER LLP (US)
500 8th Street, NW
Washington, DC 20004
[phone]
[e-mail]
Counsel to Peerless Network
Holdings, Inc.
/s/ James H. Barker
James H. Barker
Elizabeth R. Park
LATHAM &WATKINS LLP
555 Eleventh Street, NW
Suite 1000
Washington, D.C. 20004-1304
Tel: [phone]
[e-mail]
[e-mail]
Counsel to Infobip Inc.
EXHIBIT A
Pre-Transaction Ownership
100%
100% 100%
Peerless Network of
Idaho, LLC (Licensee) Airus, Inc. (Licensee)
Peerless Network, Inc.
Peerless Network Holdings, Inc.
(Transferor)
Post-Transaction Ownership