Prison Phone Justice

PUBLIC NOTICE
Federal Communications Commission
445 12th St., S.W.
Washington, D.C. 20554

News Media Information 202 / 418-0500
Internet: http://www.fcc.gov
TTY: 1-888-835-5322

DA 16-695
June 17, 2016
DOMESTIC SECTION 214 APPLICATION FILED FOR THE
TRANSFER OF CONTROL OF INMATE CALLING SOLUTIONS, LLC D/B/A ICSOLUTIONS
TO TKC HOLDINGS, INC.
STREAMLINED PLEADING CYCLE ESTABLISHED
WC Docket No. 16-188
Comments Due: July 1, 2016
Reply Comments Due: July 8, 2016
Inmate Calling Solutions, LLC d/b/a ICSolutions (ICS), Centric Group, L.L.C. (Centric), and
TKC Holdings, Inc. (TKC) (collectively, Applicants) filed an application pursuant to section 214 of the
Communications Act of 1934, as amended, and section 63.03 of the Commission’s rules, requesting
consent to transfer control of ICS from Centric to TKC.1
ICS, a California limited liability company, is an institutional telecommunications services
provider authorized to provide service in all states except Alaska, District of Columbia, Delaware,
Hawaii, and Vermont. It currently contracts with correctional facilities in 38 states. Applicants state that
Keefe Group, LLC (Keefe), a Missouri limited liability company that provides commissary services and
products to correctional markets, holds 100 percent of ICS. Post-closing, Keefe will be a wholly owned
direct subsidiary of TKC, a Delaware corporation, which is indirectly controlled by H.I.G. Capital, a
U.S.-based private equity investment firm. H.I.G. Capital is ultimately controlled by Sami Mnaymneh
and Anthony Tamer, both U.S. citizens.2 Applicants state that neither TKC nor H.I.G. Capital or its
affiliates provide telecommunications services.
Pursuant to the terms of the proposed transaction, the membership interests of Keefe will be
acquired by TKC. Accordingly, upon consummation of the transaction, ICS will become an indirect
wholly owned subsidiary of TKC and be ultimately controlled by H.I.G. Capital. Applicants assert that
the proposed transaction is entitled to presumptive streamlined treatment under section 63.03(b)(1)(ii) of
1

See 47 C.F.R § 63.03; 47 U.S.C. § 214. Applicants also filed applications for the transfer of authorizations
associated with international and wireless services. Any action on this domestic section 214 application is without
prejudice to Commission action on other related, pending applications.
2

Applicants provided charts depicting pre-closing and post-closing ownership structures. Joint International and
Domestic Section 214 Application to Transfer Control of Inmate Calling Solutions, LLC d/b/a ICSolutions, WC
Docket No. 16-188, at Exh. 1 (filed June 9, 2016).

the Commission’s rules and that a grant of the application will serve the public interest, convenience, and
necessity.3
Domestic Section 214 Application Filed for the Transfer of Control of Inmate Calling Solutions,
LLC d/b/a ICSolutions to TKC Holdings, Inc., WC Docket No. 16-188 (filed June. 9, 2016).
GENERAL INFORMATION
The transfer of control identified herein has been found, upon initial review, to be acceptable for
filing as a streamlined application. The Commission reserves the right to return any transfer application
if, upon further examination, it is determined to be defective and not in conformance with the
Commission’s rules and policies. Pursuant to Section 63.03(a) of the Commission’s rules, 47 CFR §
63.03(a), interested parties may file comments on or before July 1, 2016, and reply comments on or
before July 8, 2016. Pursuant to Section 63.52 of the Commission’s rules, 47 C.F.R. § 63.52,
commenters must serve a copy of comments on the Applicants no later than the above comment filing
date. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day
after the date of this notice.
Pursuant to Section 63.03 of the Commission’s rules, 47 CFR § 63.03, parties to this proceeding
should file any documents in this proceeding using the Commission’s Electronic Comment Filing System
(ECFS): http://apps.fcc.gov/ecfs/.
In addition, e-mail one copy of each pleading to each of the following:
1) Myrva Freeman, Competition Policy Division, Wireline Competition Bureau,
myrva.freeman@fcc.gov;
2) Jodie May, Competition Policy Division, Wireline Competition Bureau, jodie.may@fcc.gov;
3) Jim Bird, Office of General Counsel, jim.bird@fcc.gov;
4) David Krech, International Bureau, david.krech@fcc.gov;
5) Sumita Mukhoty, International Bureau, sumita.mukhoty@fcc.gov.
People with Disabilities: To request materials in accessible formats for people with disabilities
(braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the
Consumer & Governmental Affairs Bureau at (202) 418-0530 (voice), 1-888-835-5322 (tty).
The proceeding in this Notice shall be treated as a “permit-but-disclose” proceeding in
accordance with the Commission’s ex parte rules. Persons making ex parte presentations must file a copy
of any written presentation or a memorandum summarizing any oral presentation within two business
days after the presentation (unless a different deadline applicable to the Sunshine period applies). Persons
making oral ex parte presentations are reminded that memoranda summarizing the presentation must (1)
list all persons attending or otherwise participating in the meeting at which the ex parte presentation was
made, and (2) summarize all data presented and arguments made during the presentation. If the
3

47 C.F.R. § 63.03(b)(1)(ii).

2

presentation consisted in whole or in part of the presentation of data or arguments already reflected in the
presenter’s written comments, memoranda or other filings in the proceeding, the presenter may provide
citations to such data or arguments in his or her prior comments, memoranda, or other filings (specifying
the relevant page and/or paragraph numbers where such data or arguments can be found) in lieu of
summarizing them in the memorandum. Documents shown or given to Commission staff during ex parte
meetings are deemed to be written ex parte presentations and must be filed consistent with rule 1.1206(b),
47 C.F.R. § 1.1206(b). Participants in this proceeding should familiarize themselves with the
Commission’s ex parte rules.
For further information, please contact Myrva Freeman at (202) 418-1506 or Jodie May at
(202) 418-0913.
- FCC -

3

ATTACHMENT 1
Joint International and Domestic Section 214 Application to
Transfer Control of Inmate Calling Solutions, LLC d/b/a ICSolutions
This joint application seeks Commission consent under Section 214 of the
Communications Act of 1934, as amended (the “Act”), and Sections 63.04 and 64.24 of the
Commission’s rules 1 to transfer control of Inmate Calling Solutions, LLC d/b/a ICSolutions
(“ICS”) from Centric Group, L.L.C. (“Centric” or “Transferor”) to TKC Holdings, Inc. (“TKC”
or “Transferee”). ICS holds an international Section 214 authorization as well as blanket Section
214 domestic operating authority. As explained further below, grant of the application serves the
public interest.
I.

RESPONSES TO QUESTIONS SET FORTH IN THE FCC 214 MAIN FORM

Responses to certain questions set forth in the application’s FCC 214 Main Form are as
follows:
Answers to Question 10
Transferor Contact Information

Transferee Contact Information

James Theiss
President and Chief Executive Officer
Centric Group, L.L.C.
1260 Andes Blvd.
St. Louis, MO 63132
Tel. 314-214-2785
Fax 314 214-2790
jtheiss@centricgroup.com

Michael Gallagher
Vice President
H.I.G. Capital Management, Inc.
1450 Brickell Avenue
31st Floor
Miami, FL 33131
Tel. 305-379-2322
Fax 305-379-2013
mgallagher@higcapital.com

With a copy to:
With a copy to:
Jeffrey Craven
Thompson Coburn LLP
1909 K Street, N.W. Suite 600
Washington, D.C. 20006
Tel. 202-585-6958
Fax 202-508-1018
jcraven@thompsoncoburn.com

1

Howard M. Liberman
Jennifer L. Kostyu
Wilkinson Barker Knauer, LLP
1800 M Street, N.W., Suite 800N
Washington, D.C. 20036
Tel. 202-783-4141
Fax 202-783-5851
hliberman@wbklaw.com
jkostyu@wbklaw.com

47 U.S.C. § 214; 47 C.F.R. §§ 63.04, 64.24.
1

Place of Organization
ICS is a limited liability company organized under the laws of the State of California.
Centric is a limited liability company organized under the laws of the State of Delaware. TKC is
a corporation organized under the laws of the State of Delaware.
Prior International Section 214 Authorizations
ICS holds an international Section 214 authorization to provide global international
resold services between the United States and international points pursuant to Section
63.18(e)(2) of the Commission’s rules (File No. ITC-214-20030312-00128). TKC does not hold
any international Section 214 authorizations.
Answer to Question 11
Pursuant to Section 63.18(h) of the Commission’s rules, the following entities will
directly or indirectly hold a ten percent or greater equity interest in ICS upon consummation of
this transaction. Charts showing the pre- and post-transaction ownership of ICS also are
attached.
Keefe Group, LLC (“Keefe”), a Missouri limited liablity company, will hold 100 percent
of ICS. Keefe’s principal business is the provision of commissary management services,
packaging and distribution of food products, personal care products, electronics, clothing,
technology, telecommunications and software solutions to the correctional markets, and holding
company of businesses providing such products and services to the correctional markets. Its
address is 1260 Andes Boulevard, St. Louis, Missouri 63132.
Post-closing, Keefe will be a wholly-owned direct subsidary of TKC, the Transferee.
TKC is a Delaware corporation, and its principal business is a holding company. As more fully
depicted in the attached ownership charts, TKC is indirectly controlled by H.I.G. Capital, a
private equity investment firm headquartered in Miami, Florida. All of the companies identified
in the post-closing ownership chart above TKC are organized under the laws of Delaware, and
the principal business of each company is an investment fund or a holding company. H.I.G.
Capital is ultimately controlled by Sami Mnaymneh and Anthony Tamer, both of whom are U.S.
citizens. The address for Mr. Mnaymneh, Mr. Tamer, TKC, and (with the exception of one
company) all of the companies identified in the post-closing ownership chart above TKC is c/o
H.I.G. Capital Management, Inc., 1450 Brickell Avenue, 31st Floor, Miami, Florida 33131. 2
No other entity or individual will directly or indirectly hold a 10 percent or greater equity
interest in ICS post-closing.

2

The address for Florida Growth Fund, LLC is c/o Hamilton Lane Advisors, LLC, Florida Growth Fund
Team, 200 SW 1st Avenue, Suite 880, Fort Lauderdale, FL 33301.

2

Answer to Question 13
Description of Transaction and Public Interest Statement
ICS is a California limited liability company headquartered in San Antonio, Texas. ICS
has been providing institutional calling services since 2003, and currently serves correctional
facilities in 38 states. The company’s mission is to focus on advanced technology and proven
resources into transforming the inmate calling arena. Its dedication to ongoing technology
advances, market-specific solutions, and unsurpassed customer service has earned ICS a
reputation as an emerging industry leader.
TKC is indirectly controlled by H.I.G. Capital, a private equity investment firm
headquartered in Miami, Florida. The H.I.G. family of funds includes private equity, growth
equity, real estate, debt/credit, lending and life sciences. The firm aligns itself with committed
management teams and entrepreneurs and helps build businesses of significant value. Its team of
over 250 investment professionals has substantial operating, consulting, technology and financial
management experience, enabling it to contribute meaningfully to its portfolio companies.
TKC, Centric, Keefe, and Courtesy Group, L.L.C. entered into a Membership Interest
Purchase Agreement dated as of May 6, 2016 (the “Agreement”). Pursuant to the Agreement,
the membership interests of Keefe, which holds 100 percent of the equity interests of ICS, will
be acquired by TKC. 3 Accordingly, upon consummation of the transactions contemplated by the
Agreement (the “Proposed Transactions”), ICS will become an indirect wholly-owned subsidiary
of TKC and ultimately controlled by H.I.G. Capital.
The Proposed Transactions will serve the public interest by providing additional capital
to ICS, which in turn will enhance its ability to maintain and improve its network and services
and better compete in the telecommunications marketplace. The Proposed Transactions will
have no adverse impact on ICS customers, and will be virtually transparent to customers in terms
of the service they now receive. ICS will continue to provide services at the same rates and on
the same terms and conditions as are currently in effect. Moreover, ICS holds only a de minimis
share of each of the domestic and U.S.-international markets. The Proposed Transactions thus
pose no risk of competitive harm to the domestic or U.S.-international telecommunications
markets.
Answer to Question 20
This application qualifies for streamlined processing pursuant to Section 63.12 of the
Commission’s rules. Neither ICS nor TKC has any foreign carrier affiliates, and will have no
3

Certain pre-closing restructuring transactions were recently completed by Centric to facilitate
this transaction. Specifically, prior to the restructuring, Keefe and ICS were both wholly-owned
direct subsidiaries of Centric (i.e., Keefe was a “sister” affiliate of ICS). As part of the
restructuring, the equity interests of ICS were contributed by Centric to Keefe. Keefe thus
remains a direct wholly-owned subsidiary of Centric and ICS has become a direct wholly-owned
subsidiary of Keefe and an indirect wholly-owned subsidiary of Centric. Ultimate control of ICS
resided and continues to reside with Centric before and after the restructuring.
3

such affiliates post-closing. They therefore qualify for a presumption of non-dominance under
Section 63.10 of the Commission’s rules on all U.S.-international routes.
II.

INFORMATION REQUIRED BY SECTION 63.04 OF THE FCC’S RULES IN
RELATION TO TRANSFER OF BLANKET DOMESTIC SECTION 214
AUTHORITY

In support of the applicants’ request for consent to transfer control of ICS to TKC, the
following information is submitted pursuant to Section 63.04 of the Commission’s rules. 4
Specifically, Section 63.04(b) provides that applicants submitting a joint international/domestic
Section 214 application should submit in an attachment to the international Section 214
application responses to the information requested in paragraphs (a)(6) through (a)(12) of
Section 63.04:
(a)(6) Description of the transaction:
A description of the transaction is set forth in Section I above.
(a)(7) Description of the geographic areas in which the applicants offer domestic
telecommunications services, and what services are provided in each area:
ICS is an institutional services provider certificated, registered or otherwise authorized to
provide service in all states except Alaska, District of Columbia, Delaware, Hawaii and
Vermont. ICS currently contracts with correctional facilities to provide service in Alabama,
Arizona, California, Colorado, Florida, Georgia, Iowa, Idaho, Illinois, Indiana, Kansas,
Louisiana, Massachusetts, Maryland, Michigan, Minnesota, Montana, Missouri, Mississippi,
North Carolina, Nebraska, New Hampshire, New Mexico, New York, Nevada, Ohio, Oklahoma,
Oregon, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, Washington, West
Virginia, Wisconsin and Wyoming. Neither TKC nor H.I.G. or its affiliates provide
telecommunications services.
(a)(8) Statement as to how the application qualifies for streamlined treatment:
This application qualifies for streamlined treatment under Section 63.03(b) of the
Commission’s rules because: (1) the Transferee is not a telecommunications provider; (2) ICS’s
market share of the interstate, interexchange market is significantly less than 10 percent; and (3)
ICS provides competitive telecommunications services exclusively in geographic markets served
by a dominant local exchange carrier that is not a party to this transaction. No applicant is
dominant with respect to any telecommunications service offered in the United States.
(a)(9) Identification of all other Commission applications related to this transaction:
Centric is the licensee of a private, industrial/business pool wireless station, WQTS411.
A separate application is being submitted for consent to assign that license to Keefe as part of the
Proposed Transactions.
4

47 C.F.R.§ 63.04.
4

(a)(10) Statement of whether the applicants request special consideration because either
party is facing imminent business failure:
The applicants request no special consideration of this application for reasons relating to
imminent business failure.
(a)(11) Identification of any separately filed waiver requests being sought in conjunction
with this transaction:
The applicants seek no separately filed waiver requests in conjunction with this
transaction.
(a)(12) Statement showing how grant of the Application will serve the public interest,
convenience and necessity:
A demonstration of how the grant of application serves the public interest, convenience
and necessity is set forth in Section I above.

5

Exhibit 1
Pre-Closing Ownership Structure

Centric Group, L.L.C.
100%

Keefe Group, LLC
100%

Inmate Calling Solutions, LLC

1

Post-Closing Ownership Structure1
H.I.G. Middle Market
LBO Fund II, L.P.*

H.I.G. Capital
Partners IV, L.P.**

H.I.G. Centric, LLC*

H.I.G. TSG
Parent, LLC**

Other
Investors**

H.I.G. TSG, LLC**

72.14%

27.86%
H.I.G. Centric Holdings, LLC
95.53%
TKC Topco LLC
98.35%
TKC Holdings, LLC
100%
TKC Intermediate Holdings, LLC
100%
TKC Holdings, Inc.
100%
Keefe Group, LLC
100%

* See page 3.
** See page 4.

Inmate Calling Solutions, LLC

Percentages in the post-closing ownership charts are approximate. Percentages on this page 2 reflect both vote
and equity interests.
2
1

Post-Closing Ownership Structure (Continued)

Sami Mnaymneh

Anthony Tamer

50% vote
50% equity

50% vote
50% equity
H.I.G. – GPII, Inc.
(Manager)

Sami Mnaymneh2

Anthony Tamer2

100% vote
0% equity

0% vote
50% equity

0% vote
50% equity
H.I.G. Middle Market
Advisors II, LLC
(General Partner)

Limited Partners

100% vote
0.0543% equity

0% vote
99.9457% equity
H.I.G. Middle Market LBO
Fund II, L.P.
100% vote
100% equity
H.I.G. Centric, LLC

[See Page 2.]
3
A portion of Mr. Mnaymneh's and Mr. Tamer's ownership interests are held through estate planning vehicles the beneficiaries of
which are family members.
2

Post-Closing Ownership Structure (Continued)

Sami Mnaymneh
50% vote
50% equity

Anthony Tamer

H.I.G. – GPII, Inc.
(Manager)
100% vote
0% equity

Sami Mnaymneh3

Anthony Tamer3

0% vote
50% equity
Limited Partners

0% vote
99.8733% equity

0% vote
50% equity
H.I.G. Advisors IV, L.L.C.
(General Partner)

Florida Growth Fund, LLC

100% vote
0% equity

100% vote
0.1267% equity

0% vote
100% equity
H.I.G. TSG Parent, LLC

H.I.G. Capital Partners IV, L.P.

Other Investors

50% vote
50% equity

16.53% vote
16.53% equity

75.23% vote
75.23% equity

8.24% vote
8.24% equity
H.I.G. TSG, LLC

[See Page 2.]

4
3 A portion of Mr. Mnaymneh's and Mr. Tamer's ownership interests are held through estate planning vehicles the beneficiaries of
which are family members.

Page 1 of 5

Approved by OMB
3060-0686
INTERNATIONAL SECTION 214 AUTHORIZATIONS
FOR ASSIGNMENT OR
TRANSFER OF CONTROL
FCC FORM 214TC
FOR OFFICIAL USE ONLY

APPLICANT INFORMATION
Enter a description of this application to identify it on the main menu:
Application to Transfer Control of Inmate Calling Solutions, LLC to TKC Holdings, Inc.
1. Legal Name of Applicant
Name:
TKC Holdings, Inc.
DBA
Name:

305-379-2322

Phone Number:
Fax Number:
E-Mail:

City:

1450 Brickell Ave.
31st Floor
Miami

State:

FL

Country:

USA

Zipcode:

33131 -

Street:

Attention: Michael Gallagher
2. Name of Contact Representative
Name:
Howard M. Liberman

Phone Number:

Company: Wilkinson Barker Knauer, LLP

Fax Number:
E-Mail:

City:

1800 M St., NW
Suite 800N
Washington

202-783-4141
202-783-5851
hliberman@wbklaw.com

State:

DC

Country:

USA

Zipcode:

20036-

Relationship:

Legal Counsel

Street:

Attention:

CLASSIFICATION OF FILING
3.Choose the button next to the classification that best describes this filing. Choose only one.
a. Assignment of Section 214 Authority
An Assignment of an authorization is a transaction in which the authorization, or a portion of it, is assigned from
one entity to another. Following an assignment, the authorization will usually be held by an entity other than the
one to which it was originally granted. (See Section 63.24(b).)
b. Transfer of Control of Section 214 Authority
A Transfer of Control is a transaction in which the authorization remains held by the same entity, but there is a
change in the entity or entities that control the authorization holder. (See Section 63.24(c).)
c. Notification of Pro Forma Assignment of Section 214 Authority ( No fee required )
d. Notification of Pro Forma Transfer of Control of Section 214 Authority ( No fee required )
Date of Consummation: Must be completed if you selecct c or d.
4. File Number(s) of Section 214 Authority(ies) for Which You Seek Consent to Assign or Transfer Control.
Note: If the Section 214 Authorization Holder whose authority is being assigned or transferred does not have an "ITC"
File No. under which it is operating, contact the Help Desk for assistance before proceeding further with this
application. You cannot enter an "ITC-ASG" or "ITC-T/C" File No. in response to this question. Your response must

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Page 2 of 5

specify one or more "ITC" File Nos. Relevant "ITC-ASG" or "ITC-T/C" File Nos. should be listed only in Attachment 1
in response to Question 10.

File
File
File
File
File
File
File
File
Number:ITC2142003031200128 Number: Number: Number: Number: Number: Number: Number:
5. Name of Section 214 Authorization Holder
Name:

Inmate Calling Solutions, LLC

DBA Name: ICSolutions

Phone
Number:

210-581-8104

Fax Number: 210-832-8915

Street:

2200 Danbury

E-Mail:

kdawson@icsolutions.com

City:

San Antonio

State:

TX

Country:

USA

Zipcode:

78217 -

Attention:

Ken R Dawson

6. Name of Assignor / Transferor

Centric Group, L.L.C.

Phone
314-214-2785
Number:
Fax Number:

Street:

1260 Andes Blvd.

E-Mail:

City:

St. Louis

State:

MO

Country:

USA

Zipcode:

63132 -

Attention:

James Theiss

Name:
DBA Name:

7. Name of Assignee / Transferee

TKC Holdings, Inc.

Phone
305-379-2322
Number:
Fax Number:
E-Mail:

City:

1450 Brickell Ave.
31st Floor
Miami

State:

FL

Country:

USA

Zipcode:

33131 -

Attention:

Michael Gallagher

Name:
DBA Name:
Street:

8a. Is a fee submitted with this application?
If Yes, complete and attach FCC Form 159.
If No, indicate reason for fee exemption (see 47 C.F.R.Section 1.1114).
Governmental Entity
Noncommercial educational licensee
Notification of Pro Forma (No fee required.)
Other(please explain):
8b. You must file a separate application for each legal entity that holds one or more Section 214 authorizations to be
assigned or transferred.

Fee Classification CUT - Section 214 Authority
9. Description (Summarize the nature of the application.)

Joint International and Domestic Section 214 Application to Transfer Control of Inmate Calling
Solutions, LLC d/b/a ICSolutions
10. In Attachment 1, please respond to paragraphs (c) and (d) of Section 63.18 with respect to the assignor/transferor and
the assignee/transferee. Label your response "Answer to Question 10".

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Page 3 of 5

11. Does any entity, directly or indirectly, own at least ten (10) percent of the equity of the
assignee/transferee as determined by successive multiplication in the manner specified in the
note to Section 63.18(h) of the rules?
If you answered "Yes" to this question, provide in Attachment 1, the name, address,
citizenship, and principal businesses of each person or entity that directly or indirectly owns at
least ten (10) percent of the equity of the assignee/transferee, and the percentage of equity
owned by each of those persons or entities (to the nearest one percent). Label your response
"Answer to Question 11."
12. Does the assignee/transferee have any interlocking directorates with a foreign carrier?

Yes

No

Yes

No

If you answered "Yes" to this question, identify each interlocking officer/director in
Attachment 1. (See Section 63.09(g).) Provide the name and position/title of the individual or
entity, the name of the foreign carrier, and the country in which the foreign carrier is authorized
to operate. Label your response: "Answer to Question 12."
13. Provide in Attachment 1 a narrative of the means by which the proposed assignment or transfer of control will take
place. In circumstances of a substantial assignment or transfer of control pursuant to Section 63.24(e), where the
assignor seeks authority to assign only a portion of its U.S. international assets and/or customer base, please specify
whether the assignor requests authority to continue to operate under any or all of its international Section 214 File Nos.
after consummation; and, if so, please specify in Attachment 1 each File No. it seeks to retain in its own name. Label
your response "Answer to Question 13."
Note: The assignor may retain any or all of its international Section 214 File Nos. In that case, the assignor will
continue to hold the international section 214 authorizations that it specifies in response to this question. The ITC-ASG
File No. that the Commission assigns to this application will, when granted, constitute Commission authorization of the
proposed assignment of assets and /or customers from the assignor to the assignee. Unless Commission grant of the
assignment application specifies otherwise, the assignee may provide the same services on the same routes as permitted
under the assignor's Section 214 authorization(s), and the assignee may provide such service to any customers it may
obtain in the ordinary course of business.
If this filing is not a notification of a pro forma assignment or pro forma transfer of control, please respond to
Questions 14-20 below. (See Section 63.24(d).) Otherwise, you may proceed to Question 21 below.
14. Check "Yes" below if the assignee is a foreign carrier or if, upon consummation of the
proposed assignment or transfer of control, the Section 214 holder would be affiliated with a
foreign carrier. (See Section 63.18 (i).) The terms "foreign carrier" and "affiliated" are defined
in Section 63.09 (d) & (e) of the rules respectively.
If you answered "Yes" to this question, please specify in Attachment 1 each foreign country in
which the assignee is a foreign carrier or in which the Section 214 holder, upon consummation,
would be affiliated with a foreign carrier. Label your response, "Answer to Question 14."
15. If this application is granted and the proposed assignment or transfer is consummated,
would the Section 214 holder be authorized to provide service to any destination country for
which any of the following statements is true?
(1) The Section 214 holder is a foreign carrier in that country; or
(2) The Section 214 holder controls a foreign carrier in that country; or
(3) Any entity that owns more than 25 percent of the Section 214 holder, or that controls the
Section 214 holder, controls a foreign carrier in that country.
(4) Two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate,
more than 25 percent of the Section 214 holder and are parties to, or the beneficiaries of, a
contractual relation (e.g., a joint venture or market alliance) affecting the provision or
marketing of international basic telecommunications services in the United States.
If you answered "Yes" to this question, please specify in Attachment 1 each foreign carrier and
country for which any of the above statements would be true. Label your response, "Answer to
Question 15."
16. If you answered "Yes" to question 14, do you request classification of the Section 214
holder as a "non-dominant" carrier, upon consummation of the proposed transaction, between

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Yes

No

Yes

No

Yes

No

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the United States and any or all countries listed in response to Question 14? See Section 63.10
of the rules.
If you answered "Yes" to this question, you must provide information in Attachment 1 to
demonstrate that the Section 214 holder would qualify for non-dominant classification under
Section 63.10 of the rules on each U.S.-destination country route where it would be a foreign
carrier, or would be affiliated with a foreign carrier and for which you request non-dominant
classification. Label your response, "Answer to Question 16."
17. If you answered "Yes" to question 14 and you have not provided information in response to Question 16 to
demonstrate that the Section 214 holder would qualify for non-dominant classification under Section 63.10 of the rules
on each U.S.-destination route where it would be a foreign carrier, or be affiliated with a foreign carrier, check "Yes"
below to certify that the assignee/transferee agrees to comply with the dominant carrier safeguards in Section 63.10 (c)
& (e) of the rules in the provision of international service between the United States and any foreign country(ies) for
which you have not provided the required information.
Yes, I certify that I agree to comply with the dominant carrier safeguards in Section 63.10 (c) & (e) of the rules in
my provision of international service between the United States and the following foreign country(ies):
No, Does not apply.
18. If you answered "Yes" to question 15, and if you have not provided information in response to question 16 to
demonstrate that the Section 214 holder would qualify for non-dominant classification under Section 63.10 of the rules
in its provision of service to each of the countries identified in response to question 15, the Section 214 holder may not
be eligible to provide international telecommunications service between the U.S. and each such country following
consummation of the assignment or transfer. In order to determine whether the public interest would be served by
authorizing service on these U.S.-destination country routes, the assignee/transferee must provide information, in
Attachment 1, to satisfy one of the showings specified in Section 63.18(k) of the rules. Label your response, "Answer to
Question 18."
19. If the assignee, or the Section 214 holder that is the subject of this transfer of control application, is a provider of
Commercial Mobile Radio Services, you need not answer this question.
If any of the Section 214 authorization(s) that would be assigned or transferred, authorize the Section 214 holder to
resell the international switched services of an unaffiliated U.S. carrier for the purpose of providing international
telecommunications services to a country listed in response to question 14, and unless you have provided information in
response to question 16 to demonstrate that the Section 214 holder would qualify for non-dominant classification under
Section 63.10(a)(3) of the rules for each country, check "Yes" below to certify that the assignee/transferee will file the
quarterly traffic reports required by Section 43.61(c) of the rules; and/or state in Attachment 1 that the foreign carrier(s)
for which the applicant has not made a showing under Section 63.10(c)(3) do(es) not collect settlement payments from
U.S. international carriers. (See Section 63.18(l).)
Yes, I certify that I agree to comply with the quarterly traffic reporting requirements set forth in section 43.61( c ) of
the rules.
20. If the applicant desires streamlined processing pursuant to Section 63.12 of the rules, provide in Attachment 1 a
statement of how the application qualifies for streamlined processing. (See Section 63.18(p).) Note that, if the
application is being filed in connection with a sale of assets or reorganization of a carrier or its parent pursuant to the
U.S. bankruptcy laws, the application may not be eligible for streamlined processing until final bankruptcy court
approval of the proposed sale or reorganization.

Applicant certifies that its responses to questions 21 through 25 are true:
21. The assignee/transferee certifies that it has not agreed to accept special concessions directly
or indirectly from a foreign carrier with respect to any U.S. international route where the
foreign carrier possesses sufficient market power on the foreign end of the route to affect
competition adversely in the U.S. market and will not enter into any such agreements in the
future.
22. By signing this application, the undersigned certify either (1) that the authorization(s) will
not be assigned or that control of the authorization(s) will not be transferred until the consent of
the Federal Communications Commission has been given, or (2) that prior Commission
consent is not required because the transaction is subject to the notification procedures for pro
forma transactions under Section 63.24 of the rules. The assignee/transferee also acknowledges

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Yes

No

Yes

No

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that the Commission must be notified by letter within 30 days of a consummation or of a
decision not to consummate. (See Section 63.24(e)(4).)
23. If this filing is a notification of a pro forma assignment or transfer of control, the
undersigned certify that the assignment or transfer of control was pro forma and that, together
with all previous pro forma transactions, does not result in a change in the actual controlling
party.

Yes
No
Not a Pro Forma

24. The undersigned certify that all statements made in this application and in the exhibits,
attachments, or documents incorporated by reference are material, are part of this application,
and are true, complete, correct, and made in good faith.

Yes

No

25. The assignee/transferee certifies that neither it nor any other party to the application is
subject to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of
1988, 21 U.S.C. � 862, because of a conviction for possession or distribution of a controlled
substance. See Section 1.2002(b) of the rules, 47 CFR � 1.2002(b), for the definition of
"party to the application" as used in this certification.

Yes

No

CERTIFICATION
26. Printed Name of Assignor / Transferor

29. Printed Name of Assignee / Transferee

Centric Group, L.L.C.

TKC Holdings, Inc.

27. Title (Office Held by Person Signing)

30. Title (Office Held by Person Signing)

President & CEO

President

28. Signature (Enter the name of the person who will sign
the paper version of this form for retention in their files)

31. Signature (Enter the name of the person who will sign
the paper version of this form for retention in their files)

Jim Theiss

Jeff Zanarini

WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND / OR
IMPRISONMENT
(U.S. Code, Title 18, Section 1001), AND/OR REVOCATION OF ANY STATION AUTHORIZATION
(U.S. Code, Title 47, Section 312(a)(1)), AND/OR FORFEITURE (U.S. Code, Title 47, Section 503).

FCC NOTICE REQUIRED BY THE PAPERWORK REDUCTION ACT
The public reporting for this collection of information is estimated to average 8 hours per response,
including the time for reviewing instructions, searching existing data sources, gathering and
maintaining the required data, and completing and reviewing the collection of information. If you
have any comments on this burden estimate, or how we can improve the collection and reduce the
burden it causes you, please write to the Federal Communications Commission, AMD-PERM,
Paperwork Reduction Project (3060-0686), Washington, DC 20554. We will also accept your
comments regarding the Paperwork Reduction Act aspects of this collection via the Internet if you
send them to PRA@fcc.gov. PLEASE DO NOT SEND COMPLETED FORMS TO THIS
ADDRESS.
Remember - You are not required to respond to a collection of information sponsored by the Federal
government, and the government may not conduct or sponsor this collection, unless it displays a
currently valid OMB control number or if we fail to provide you with this notice. This collection has
been assigned an OMB control number of 3060-0686.
THE FOREGOING NOTICE IS REQUIRED BY THE PAPERWORK REDUCTION ACT OF
1995, PUBLIC LAW 104-13, OCTOBER 1, 1995, 44 U.S.C. SECTION 3507.

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