DA 20-752 Released: July 16, 2020 DOMESTIC 214 APPLICATION GRANTED FOR THE TRANSFER OF CONTROL OF LOGMEIN, INC. TO LOGAN PARENT, LLC WC Docket No. 19-396 By this Public Notice, the Wireline Competition Bureau (Bureau) grants, as conditioned, an application filed by LogMeIn, Inc. (LogMeIn) and Logan Parent, LLC (Logan Parent) (collectively, Applicants), pursuant to section 214 of the Communications Act of 1934, as amended (Act), and sections 63.03-04 of the Commission’s rules, requesting approval for consent to transfer control of LogMeIn to Logan Parent. See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. Domestic 214 Application of LogMeIn, Inc. and Logan Parent, LLC for Consent to Transfer Control, WC Docket No. 19-396 (filed Dec. 30, 2019) (Application). A grant of the domestic section 214 application is without prejudice to Commission action on other related, pending applications. On January 15, 2020, the Bureau released a public notice seeking comment on the Application. Domestic Section 214 Application Filed for the Transfer of Control of LogMeIn, Inc. to Logan Parent, LLC, WC Docket No. 19-396, Public Notice, DA 20-78 (WCB 2020). We did not receive comments or petitions in opposition to the Application. LogMeIn, a publicly traded Delaware corporation, provides competitive telecommunications services and other services in multiple states through its wholly owned indirect subsidiaries: GetGo Communications, LLC; Grasshopper Group, LLC; LogMeIn Audio LLC; and Jive Communications, Inc. Application at 2-4. GetGo Communications, LLC wholly owns GetGo Communications Virginia LLC, a Virginia limited liability company that provides competitive telecommunications services in Virginia. Id. at 2-3. Logan Parent, a Delaware limited liability company, does not currently provide any telecommunications services. Following the consummation of this transaction, Logan Parent will be indirectly majority owned (51%) and controlled by the following Cayman Island private equity funds: Francisco Partners V, L.P (31.73%); Francisco Partners V-A, L.P. (14.8%); and Francisco Partners V-B, L.P. (4.47%) (collectively, the FP V Funds). Id. at 4. The general partner for the FP V Funds is Francisco Partners GP V Management, LLC (FP V Management), also a Cayman entity which, in turn, is controlled by two U.S. citizens. Applicants provided a more detailed description of Logan Parent’s ownership in the Application. Id. at 11-16. Logan Parent will also be indirectly minority owned (49%) by the following Cayman and Delaware entities through their interest in Elliott Logan Aggregator, L.P., a Delaware holding company: Elliot International Limited (Cayman) (22.75%); Elliott International, L.P. (Cayman) (22.77%); Elliott Logan ICAV (Cayman) (22.77%); Elliott Co-Investment B-5 L.P. (Cayman) (11.1%); Elliott Intermediate Co-Investment II L.P. (Cayman) (11.1%); and Elliott Associates, L.P. (Delaware limited partnership; 10.23%). Id. at 5. The Elliott Funds’ voting interests in Logan Parent will ultimately be controlled by Elliott Advisors Holdings LLC, a Delaware limited liability company which, in turn, is controlled by Paul Singer, a U.S, citizen. Id. Applicants state that neither Logan Parent, nor any of its owners, hold an attributable interest in any domestic provider of telecommunications services. Id. at 7. On January 21, 2020, the U.S. Department of Justice (DOJ), with the concurrence of the U.S. Department of Homeland Security and the U.S. Department of Defense (collectively, the Agencies), filed a letter requesting that the Commission defer action on the Application while they reviewed potential national security, law enforcement, and public safety issues. Letter from Christopher R. Clements, U.S. Department of Justice, to Marlene H. Dortch, FCC, WC Docket No. 19-396; ITC-T/C-20191230-00203; ITC-T/C-20191230-00204; ITC-T/C-20191230-00205; and ITC-T/C-20191230-00206 (filed Jan. 21, 2020) (on file in WC Docket No. 19-396). We deferred action in response to this request from the Agencies. On June 30, 2020, DOJ submitted a Petition to Adopt Conditions to Authorizations and Licenses (DOJ Petition). Petition to Adopt Conditions to Authorizations and Licenses, WC Docket No. 19-396; ITC-T/C-20191230-00203; ITC-T/C-20191230-00204; ITC-T/C-20191230-00205; and ITC-T/C-20191230-00206 (filed June 30, 2020) (DOJ Petition) (on file in WC Docket No. 19-396).   In its petition, DOJ advises the Commission that it has no objection to the Commission approving the Application, “provided that the Commission conditions its approval on the assurances of LogMeIn, Inc. (‘LogMeIn’) and Logan Parent, LLC (‘Logan’), and to abide by the commitments and undertakings set forth in the June 30, 2020 Letter of Agreement (‘LOA’).” DOJ Petition at 1; see also Letter from Andrew Kowal, President, Logan Parent, LLC, to the Assistant Attorney General for National Security, United States Department of Justice, WC Docket No. 19-396; ITC-T/C-20191230-00203; ITC-T/C-20191230-00204; ITC-T/C-20191230-00205; and ITC-T/C-20191230-00206 (dated June 30, 2020) (on file in WC Docket No. 19-396). In accordance with the request of DOJ and in the absence of any objection from the Applicants, we grant the DOJ Petition, and, accordingly, we condition grant of the Application on compliance by Applicants with the commitments and undertakings set out in the LOA. Applications of T-Mobile US, Inc. and Sprint Corporation for Consent to Transfer Control of Licenses and Authorizations, et al., WT Docket 18-197, Memorandum Opinion and Order, Declaratory Ruling, and Order of Proposed Modification, 34 FCC Rcd 10578, 10732-33, para. 349 (2019); Rules and Policies on Foreign Participation in the U.S. Telecommunications Market; Market Entry and Regulation of Foreign-Affiliated Entities, Report and Order and Order on Reconsideration, 12 FCC Rcd 23891, 23918-21, paras. 59-66 (1997) (Foreign Participation Order), recon. denied, 15 FCC Rcd 18158 (2000) (in opening the U.S. telecommunications market to foreign entry in 1997, the Commission affirmed that it would consider national security, law enforcement, foreign policy, and trade policy concerns related to reportable foreign ownership as part of its overall public interest review of applications for international section 214 authority, submarine cable landing licenses, and declaratory rulings to exceed the foreign ownership benchmarks of section 310(b) of the Act)). A failure to comply with and/or remain in compliance with any of the provisions of the LOA shall constitute a failure to meet a condition of this authorization and thus grounds for declaring the underlying authorizations and licenses terminated without further action on the part of the Commission. Failure to meet a condition of this authorization may also result in monetary sanctions or other enforcement action by the Commission. Grant of Application, Subject to Condition We find, upon consideration of the record, that the proposed transfer will serve the public interest, convenience, and necessity. See 47 U.S.C. § 214(a); 47 CFR § 63.03. This grant of the Application and the DOJ Petition is conditioned as set out in this Public Notice. Pursuant to sections 214 of the Act, 47 U.S.C. §§ 214 and sections 0.91, 0.291, 63.03, and 63.04 of the Commission’s rules, 47 CFR §§ 0.91, 0.291, 63.03, and 63.04, we grant the Application and the DOJ Petition with the condition described above. Pursuant to section 1.103 of the Commission’s rules, 47 CFR § 1.103, the consent granted herein is effective upon the release of this Public Notice. Petitions for reconsideration under section 1.106 or applications for review under section 1.115 of the Commission’s rules, 47 CFR §§ 1.106, 1.115, may be filed within 30 days of the date of this Public Notice. For further information, please contact Gregory Kwan, Wireline Competition Bureau, (202) 418-1191. - FCC - 7