20221110Notice of Proposed Transfer of Indirect Control of Skybeam LLC.pdf

November 10, 2022

Via E-mail ([e-mail])

Jan Noriyuki, Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd. Building 8, Suite 201-A
Boise, ID 83714
[e-mail]

Re: Notification Regarding the Proposed Transfer of Indirect Control of
Skybeam, LLC dba Rise Broadband

Dear Secretary Noriyuki:
By this letter, Skybeam, LLC dba Rise Broadband (“Skybeam” or “Licensee”), JAB
Wireless, Inc. (“Transferor”) and GI DI Iris Acquisition Inc. (“Transferee”) (collectively, the
“Parties”), by their undersigned representatives, notify the Commission of a planned transfer of
indirect control of Licensee from Transferor to Transferee. Since Commission action is not
required for the Transaction, the Parties submit this letter for informational purposes.

In support of this filing, the Parties provide the following information:

Description of the Parties
A. Transferor (JAB Wireless Inc.) and Licensee (Skybeam, LLC dba Rise
Broadband)

Transferor is a Colorado corporation headquartered in Englewood, Colorado. Transferor
was incorporated in 2005 and previously operated as Skybeam, Digis, T6, Prairie iNet and Rhino
Communications. All names were rebranded under the Rise name in 2015.
Licensee and its affiliates collectively provide fixed wireless broadband services under
the trade name “Rise Broadband” in sixteen states: Texas, Oklahoma, Missouri, Illinois, Indiana,
Nebraska, Iowa, Kansas, Colorado, Wyoming, Idaho, Nevada, Utah, Minnesota, Wisconsin, and
South Dakota. Rise Broadband offers high-speed internet access and digital voice services via
fixed wireless and fiber technology. Rise Broadband’s customers include residential, commercial
and enterprise customers, including schools, manufacturing facilities and other commercial
locations. Rise Broadband offers expanded broadband coverage in previously under-served and
unserved rural areas, delivers high-speed Internet at speeds comparable to or exceeding DSL
and cable, and provides a competitive alternative to phone, satellite and cable providers. In
Idaho, Licensee is registered as an Other Telecommunications Services Provider pursuant to an
Amended Notice of Registration filed on August 31, 2022, and accepted on September 1, 2022.
B. Transferee
Transferee is a newly formed company created for the purpose of completing the
Transaction. Transferee is primarily owned and is controlled by private equity funds GI Data
Infrastructure Fund LP and GI Data Infrastructure Fund-A LP (collectively “GI Partners”). GI
Partners’ investments focus on data centers, data transport, wireless access, and tech-enabled
infrastructure, predominantly in North America. The equity in GI Partners funds is held through
RECEIVED
2022 November 10, AM 11:02
IDAHO PUBLIC
UTILITIES COMMISSION
Jan Noriyuki, Secretary
November 10, 2022
Page 2
passive limited (and insulated) partnership interests and include public and private pension
plans, financial institutions, investment management firms, and foundations.
Designated Contacts
Inquiries or copies of any correspondence, orders, or other materials pertaining to this
filing should be directed to:
For Licensee and Transferor:
Stephen E. Coran
Lerman Senter PLLC
2001 L Street, N.W., Suite 400
Washington, DC 20036
202-416-6744 (tel)
202-293-7783 (fax)
[e-mail]

-and-

Thomas H Rowland
Kevin Rhoda
Rowland & Moore LLP
1603 Orrington Ave.
Suite 600
Evanston, IL 60201-3860
312-803-1000
[e-mail]
[e-mail]

For Transferee:

Andrew D. Lipman
Russell M. Blau
Stephany Fan
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Ave., N.W.
Washington, DC 20004-2541
202-739-3000 (tel)
202-739-3001 (fax)
[e-mail]
[e-mail]
[e-mail]

with a copy to:

Jeff Kohler, CDO
Skybeam, LLC / JAB Wireless, Inc.
61 Inverness Dr. East, Suite 250
Englewood, Colorado 80112
303-945-7599
[e-mail]

with a copy to:

David A. Smolen
c/o GI DI Iris Acquisition Inc.
4 Embarcadero Center, Suite 3200
San Francisco, CA 94111
415-688-4800 (tel)
415-688-4801 (fax)
[e-mail]
Description of the Transaction
Pursuant to an Agreement and Plan of Merger, dated May 28, 2022 (the “Agreement”),
by and among Transferee, GI DI Iris Merger Sub Inc. (“Merger Sub”),1 Transferor, and LStar
Equity Company Holdings, L.P. (as Shareholder Representative), Merger Sub will merge with

1 Merger Sub is a Colorado corporation and a direct, wholly-owned subsidiary created by the Transferee solely
for purposes of the Transaction.
Jan Noriyuki, Secretary
November 10, 2022
Page 3
and into Transferor with Transferor continuing as the surviving entity (the “Transaction”). As a
result of the Transaction, Transferor will be a direct, wholly-owned subsidiary of Transferee and
Licensee and its affiliates will be indirect, wholly-owned subsidiaries of Transferee. For the
Commission’s reference, diagrams depicting the current and post-Transaction corporate
ownership structure of Licensee are provided as Exhibit A.
Public Interest Considerations
The proposed Transaction furthers the public interest, convenience, and necessity. The
proposed Transaction will strengthen the market position of Licensee and its affiliates by
providing access to additional funding and management expertise, which will enable accelerated
investment and service expansion in the company’s network in Idaho. As a result, Licensee and
its affiliates will be better able to meet the needs of existing customers by providing superior
service, as well as better 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 Licensee’s day-to-day
operations and service offerings. Licensee 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. Finally, the proposed
Transaction will supplement Licensee’s existing management team with the managerial
capabilities and resources of GI Partners.
* * * *
Jan Noriyuki, Secretary
November 10, 2022
Page 4
Please acknowledge receipt of this electronic filing. Should you have any questions,
please do not hesitate to contact the undersigned.
Respectfully submitted,
/s/Stephen E. Coran /s/Andrew D. Lipman
Stephen E. Coran
Lerman Senter PLLC
2001 L Street, N.W., Suite 400
Washington, DC 20036
202-416-6744 (tel)
202-293-7783 (fax)
[e-mail]

Thomas H Rowland
Kevin Rhoda
Rowland & Moore LLP
1603 Orrington Ave.
Suite 600
Evanston, IL 60201-3860
312-803-1000
[e-mail]
[e-mail]

Counsel for Skybeam, LLC and JAB Wireless,
Inc.
Andrew D. Lipman
Russell M. Blau
Stephany Fan
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Ave., N.W.
Washington, DC 20004-2541
202-739-3000 (tel)
202-739-3001 (fax)
[e-mail]
[e-mail]
[e-mail]

Counsel for GI DI Iris Acquisition Inc.

EXHIBIT A
Pre- and Post-Transaction Corporate Ownership Structures
Unless otherwise indicated all ownership percentages are 100%.
Pre-Transaction Corporate Ownership Structure
Page 1
LStar
Equity Company
Holdings, L.P.
(Delaware)
JAB Wireless, Inc.
(Colorado)
Skybeam, LLC
(Colorado)
Essex Telecom, Inc.
(Illinois)
Rhino
Communications, Inc.
(Colorado)
Skybeam Acquisition
Corporation
(Colorado)
Digis, LLC
(Utah)
LP Broadband, Inc.
(Colorado)
AirCanopy Internet
Services, Inc.
(Texas)
72.2%
Other Investors
27.8%
Suburban
Broadband, LLC
(Colorado)
See Page 2
Unless otherwise indicated all ownership percentages are 100%.
Pre-Transaction Corporate Ownership Structure
Page 2
57.9975%
LSF VIII
International
2, L.P.
(Delaware)
Lone
Star Fund
VIII (U.S.), L.P.
(Delaware)
LSF VIII
Investments, L.P.
(Bermuda)
1.9780%40.0245%
LStar Management,
LLC
(Delaware)
GP Interest
0% Non-Economic
Interest
LP Interests
LStar
Equity Company
Holdings, L.P.
(Delaware)
See Page 1
Unless otherwise stated, all ownership percentages are 100%.
Post-Transaction Corporate Ownership Structure
Page 3
GI DI Iris Acquisition Inc.
(Delaware)
LP Broadband, Inc.
(Colorado)
GI DI Intermediate Inc.
(Delaware)
See Page 4 for Entities Controlling 10%
or More of GI DI Iris Holdings LP
Digis, LLC
(Utah)
AirCanopy Internet Services,
Inc.
(Texas)
Essex Telcom, Inc.
(Illinois)
Rhino Communications, Inc.
(Colorado)
Skybeam Acquisition
Corporation
(Colorado)
Skybeam, LLC
(Colorado)
JAB Wireless, Inc.
(Colorado)
GI DI Iris Parent, LP
(Delaware)
GI DI Iris Holdings LP
(Delaware)
99.5%
Unless otherwise stated, all ownership percentages are 100%.
Unless otherwise stated, no LP has a 10% or greater interest.
Post-Transaction Corporate Ownership Structure
Page 4
GI Data Infrastructure
Fund LP
(Delaware)
GI GP DI LLC
(Delaware)
GI Manager L.P.
(Delaware)
GI DI Iris Holdings LP
(Delaware)
GI Data Infrastructure
Fund-A LP
(Delaware)
Iris Opportunity LP
(Delaware)
GI DI Iris GP LLC
(Delaware)
GI GP DI LP
(Delaware)
GI Manager Holdings LLC
(Delaware)
GI Manager LLC
(Delaware)
20.6%39.3%32.8%
Magnuson Living Trust
(California)
Managing Member
General Partner
General Partner
General Partner
General Partner
Sole Member
Sole Member and
Managing Member
No limited partners of GI Data
Infrastructure Fund LP, GI Data
Infrastructure Fund-A LP, or Iris
Opportunity LP will be attributed a
10% or greater interest.
Other Limited Partners
(under 10%)
Approx. 7.3%
Blue Arrow: General Partner
or Other Control
Black Arrow: Economic
Interests
VERIFICATION
I, Jeff Kohler, state that I am the Co-Founder and Chief Development Officer of JAB
Wireless, Inc. (the “Company”); that I am authorized to make this Verification on behalf of the
Company and its subsidiaries; 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 this ___
day of November 2022.
________________________
Jeff Kohler
Co-Founder and Chief Development Officer
JAB Wireless, Inc.

8th
VERIFICATION
I, David Smolen, state that I am Secretary of GI DI Iris Acquisition Inc. (the “Company”);
that I am authorized to make this Verification on behalf of the Company and its subsidiaries; 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 this ___
day of November 2022.
________________________
David A. Smolen
Secretary
GI DI Iris Acquisition Inc.
7