PUBLIC SERVICE COMMISSION. February 1 5, Via Overnight Courier

Transcription

1 William B. Wilhelm, Jr. Douglas D. Orvis 1 Jeffrey R. Strenkowski william. wilhelm@bingham.om douglas.orvis@bingham.om jeffrey.strenkowski@bingham.om February 1 5,2 1 3 Via Overnight Courier PUBLC SERVCE COMMSSON Jeff R. Derouen, Exeutive Diretor Kentuky Publi Servie Commission Sower Boulevard Frankfort, KY Re: Notifiation Regarding ndiret Transfer of Control Dear Mr. Derouen: Beijin BO5tOl Frankfur tia r t for, Hong Kon Londo Los Angele New Yor Orange Count San Franis Santa Moni Silion Valle Toky Wn s li i n g to Bingharn MCuthen LL zozo ( Street Nb Washington, D 2618 T F +1.zoz bingharn.or AessLine Communiations Corp. ( AessLine), Telanetix, n. ( Telanetix ) and ntermedia Holdings, n. ( ntermedia ) (olletively, the Parties ), through their undersigned ounsel, hereby notify the Kentuky Publi Servie Commission ( Commission ) of their intention to onsummate a transation between AessLine s ultimate orporate parent, Telanetix, and ntermedi through whih ntermedia will aquire indiret ontrol of AessLine. Telanetix and AessLine also notify the Commission, nun pro tun, of an indiret transfer of ontrol of AessLine that ourred in 21 when Telanetix hanged its majority shareholder. AessLine is an authorized nondominant provider of teleommuniations servies in Kentuky. t is the Parties understanding that the Commission s approval is not required to omplete the transations ontemplated herein. Aordingly, the Parties submit this letter for informational purposes to ensure the ontinuing auray of the Commission s reords. n support, the Parties state as follows: Desription of the Parties A. AessLine Communiations Corporation ( AessLine ) AessL,ine is a orporation organized under the laws of the state of Delaware and operates under the name AessLine Voie Servies or AessLine. AessLine s business address is 1121 SE 8th St. Suite #2, Bellevue, Washington 984. AessLine is a whollyowned subsidiary of AessLine Holdings, n., whih in turn, is a whollyowned subsidiary of Telanetix. AessLine was aquired by Telanetix in 27. n Kentuky, AessLine is authorized to operate as a reseller of teleommuniations servies pursuant to authority granted by the Commission. AessLine is authorized to provide teleommuniations servies nationwide and holds N

2 ~ Jeff R. Derouen, Exeutive Diretor February 15,213 Page 2 authorization to provide international and interstate teleommuniations servies from the Federal Communiations Commission. ARer ompletion of the proposed transation, AessLine will retain its authorization and will ontinue to provide servies to its ustomers. Further information onerning AessLine s legal, tehnial, managerial and finanial qualifiations to provide servie was submitted with its appliation for ertifiation and other subsequent filings with the Commission and is, therefore, a matter of publi reord. The Parties respetfully request that the Commission take offiial notie of that information and inorporate it herein by referene. B. Telanetix, n. ( Telanetix ) Telanetix is a Delaware orporation with prinipal offies also loated at SE 8th St. Suite #2, Bellevue, Washington 984. Telanetix is a publi ompany traded under the symbol OTC BB:TND(. Telanetix does not hold any authorizations relating to the provision of teleommuniations servies. Telanetix is a provider of ommuniations solutions, offering a variety of nonregulated servies to business ustomers. Voie servies, inluding Voie over nternet Protool ( VOW ) servies, are offered through the AessL,ine subsidiary. The Telanetix ompanies serve over 4, business ustomers. Additional information on Telanetix is available on the ompany s website at C. ntermedia Holdings, n. ( ntermedia ) ntermedia is a Delaware orporation with prinipal offies loated at 815 East Middlefield Road, Mountain View, California ntermedia is a privately held orporation, whih has been in existene sine ntermedia s primary shareholder is Oak Hill Capital Partners, one of the world s most respeted private equity firms. Oak Hill Capital Partners is a private equity firm with more than $8. billion of ommitted apital from leading entrepreneurs, endowments, foundations, orporations, pension funds and global finanial institutions. ntermedi through its operating subsidiaries, is the premier provider of loud servies to small and midsized businesses. Delivered fiom ntermedia s seure dataenters, these servies inlude hosted MirosoR Exhange , Vow, instant messaging, file management, seurity, bakup, support for the full range of smartphones and tablets, and more. The ompany s proprietary loud infiastruture assures high reliability, and a ertified support team is available around the lok. ntermedia also empowers thousands of partners inluding managed servie providers and selet Fortune 5 ompanies to sell loud servies under their own brand. Founded in 1995, ntermedia was the first ompany to offer businesslass loud and now has 55, premium hosted Exhange mailboxes under management. ntermedia s whollyowned subsidiary, ntermedia.net, n., in turn wholly owns ntermedia Voie Servies, ntermedia s servie offerings are not regulated teleommuniations servies, and as suh, ntermedia does not hold any authorizations to provide teleommuniations servies from Kentuky or any other state. A

3 Jeff R. Derouen, Exeutive Diretor February 15,2 13 Page 3 n., a provider of VoP solutions to many of its ustomers. Additional information regarding ntermedia is available on the ompany s website at: ntermedia has the tehnial, managerial, and finanial qualifiations to aquire ontrol of AessLine. ntermedia is operated by a highly qualified management team, all of whom have extensive bakgrounds in information tehnology, networking and omputer industries. Contat nformation Questions or inquiries onerning this notifiation may be direted to: For ntermedia: For Telanetix and AessLhe: William B. Wilhelm, Jr. Douglas D. Orvis Jeffrey R. Strenkowski Bingham MCuthen LLP 22 K Street, NW Washington, DC 26 Tel: (22) 3736 Fax: (22) william.wilhelm@bingham.om douglas.orvis@bingharn.om j effrey. strenkowski@bingharn.om Glenn S. Rihards Pillsbury Winthrop Shaw Pittmari LLP 23 N St., NW, Washington, DC 237 Tel: (22) Fax: (22) glenn.rihards@pillsburylaw.om Desription of the Transation ntermedia and Telanetix, along with Sierra Merger Sub Co. ( MergerSub ), a whollyowned subsidiary of ntermedia Voie Servies, n., and an indiret whollyowned subsidiary of ntermedi whih was reated solely for the purposes of this transation, have entered into an Agreement and Plan of Merger dated as of Jan~mry 18, 213 ( Agreement ) whereby ntermedia will aquire ontrol of Telanetix, and indiretly, AessLine through an all ash transation. Conurrently with this transation, ntermedia s existing shareholders, will invest an additional approximately $1.5 million into the equity of ntermedia. Oak Hill A

4 Jeff R. Derouen, Exeutive Diretor February 15,2 13 Page 4 will remain the ompany s largest shareholder. Speifially, Mergersub will be merged with and into Telanetix with Telanetix surviving the merger. As a result of the proposed transation, AessLine will beome a whollyowned indiret subsidiary of ntermedia. Attahed as Exhibit A is an illustrative hart of the proposed transation. Following the onsummation of the proposed transation, AessLine s ustomers will ontinue to reeive servie under the same rates, terms and onditions of servie as before. AessLine will ontinue to operate and provide servies to its ustomers, and will retain the assets used in the provision of those servies. The proposed transation will not involve a hange in AessLhe s operating authority in Kentuky and AessLine s tariffs or terms of servie will remain in effet. The proposed transation will be seamless and virtually transparent to ustomers. Notifiation of Certain Prior Transations n addition to the foregoing, Telanetix and AessLine hereby notify the Commission of prior ations for whih Telanetix and AessLine inadvertently did not notifl the Commission. On June 3,21, Telanetix entered into seurities purhase agreement ( Purhase Agreement ) with (i) EREFTELA, LLC, a Delaware limited liability ompany ( EREF ), (ii) HCPTELA, LLC, a Delaware limited liability ompany (HCPT), and (iii) CBGTELA, LLC, a Delaware limited liability ompany ( CBG, and together with HCPT and EREF, the Purhasers ), pursuant to whih in exhange for $1,5,, Telanetix agreed to issue to the Purhasers $1,5, of senior seured notes (the Notes ) and 287,51,73 shares of Common Stok. The 287,51, 73 shares of Common Stok were alloated as follows: 191,667,82 shares to HCPT (resulting in ownership of 55% of the outstanding shares of Common Stok), 41,7 1,672 shares to EREF (resulting in ownership of 1 1.8% of the outstanding shares of Common Stok) and 54,762,229 shares to CGB (resulting in ownership of 15.7% of the outstanding shares of Common Stok). Telanetix issued the Notes and 225,492,765 shares of Common Stok to the Purhasers at the losing of the transations ontemplated by the Purhase Agreement on July 2,21 (the Closing Date ). Telanetix issued the balane of the shares of Common Stok (approximately 62,8,938 shares) following an amendment to its ertifiate of inorporation to inrease the authorized apital stok to permit suh issuane, whih amendment was filed on September 2,21. As a result of this transation, HCPT aquired diret ontrol of Telanetix and indiret ontrol of ACC. Publi nterest Considerations The Parties respetfully submit that the transation serves the publi interest. n partiular, the Parties submit that: (1) the proposed transation will inrease ompetition in the Kentuky teleommuniations market by reinforing the status of AessLine as a viable ompetitor; and (2) the proposed transation will minimize the disruption of servie and will be ompletely transparent to AessLine s ustomers. All AessLine ustomers will ontinue to be provided servie &om that ompany, and any hanges to the rates, terms, or A

5 Jeff R. Derouen, Exeutive Diretor February S, 213 Page 5 onditions of that servie, or any hange in the name of the servie providers, will only be undertaken pursuant to Commission requirements. The transation is expeted to failitate ompetition in Kentuky by improving the operational position of AessLine. The ombination of the produts and servies of AessLine and Telanetix with ntermedia s omplementary suite of produts and servies will provide ustomers with the longterm onfidene that their strategi requirements for business ommuniations infrastruture needed for inreased produtivity, business ontinuity and regulatory ompliane will be met. Moreover, given that the proposed transation will not affet AessLine s rates, terms and onditions of servies, the proposed transation will have no negative effets on onsumers. * * * * An original and four (4) opies of this letter are enlosed for filing. Please datestamp the enlosed extra opy and return it in the selfaddressed, stamped envelope provided. Should you have any questions onerning this filing, please do not hesitate to ontat the undersigned. Respetfully submitted, William B. Wilhelm, Jr. Douglas D. Orvis 1 Jeffrey R. Strenkowski Counsel for ntermedia Holdings, n. CC: Counsel for Telanetix and AessLine Glenn S. Rihards Pillsbury Winthrop Shaw Pittman LLP 23 N St., NW Washington, DC 237 Tel : (22) Fax: (22) Ernail: glenn.rihards@pillsburylaw.om A

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