2 DA 20-78 January 15, 2020 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF LOGMEIN, INC. TO LOGAN PARENT, LLC NON-STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 19-396 Comments Due: January 29, 2020 Reply Comments Due: February 5, 2020 By this Public Notice, the Wireline Competition Bureau seeks comment from interested parties on 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, and sections 63.03-04 of the Commission’s rules, requesting 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). Applicants also filed an application for the transfer of authorizations associated with international and wireless services. On January 10, 2020 and January 15, 2020, Applicants filed supplements to their domestic section 214 application. Any action on this domestic section 214 application is without prejudice to Commission action on other related, pending applications. 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. (collectively, the LogMeIn Subsidiaries). With the exception of Grasshopper Group, LLC, a Massachusetts entity, each of the other three LogMeIn Subsidiaries are Delaware entities. GetGo Communications, LLC wholly owns GetGo Communications Virginia LLC, a Virginia limited liability company that provides competitive telecommunications services in Virginia. Logan Parent, a Delaware limited liability company, does not provide any telecommunications services. Following the consummation of the proposed 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). Applicants provided a more detailed description of Logan Parent’s ownership in the Application. Application at 11-16. 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. Dipanjan Deb and Thomas Ludwig, both U.S. citizens, each hold a 7.14% equity in FP V Management and a 51% voting interest in Logan Parent. 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%) (these six entities, collectively, the Elliott Funds). Applicants state that Elliot Associates, L.P. is an entity that will be formed prior to closing. Applicants further state that Elliott Logan Aggregator LP may be omitted from the final post-closing structure, but such an omission shall not impact the ultimate ownership or control. 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. Applicants state that neither Logan Parent, nor any of its owners, hold an attributable interest in any domestic provider of telecommunications services Pursuant to the terms of the proposed transaction, Merger Sub, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Logan Parent, will merge with and into LogMeIn, with LogMeIn as the surviving entity. As a result, LogMeIn and the LogMeIn Subsidiaries will be wholly owned subsidiaries of Logan Parent. Applicants assert that a grant of the application would serve the public interest, convenience, and necessity. Applicants do not request streamlined treatment for the domestic section 214 application pursuant to section 63.03 of the Commission’s rules. 47 CFR § 63.03. Domestic Section 214 Application Filed for the Transfer of Control of LogMeIn, Inc. to Logan Parent, LLC, WC Docket No. 19-396 (filed Dec. 30, 2019). GENERAL INFORMATION The application identified herein has been found, upon initial review, to be acceptable for filing. The Commission reserves the right to return any application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules and policies. Interested parties may file comments and petitions on or before January 29, 2020, and reply comments or oppositions to petitions on or before February 5, 2020. Comments may be filed using the Commission’s Electronic Comment Filing System (ECFS) or by paper.  All filings must be addressed to the Commission’s Secretary, Office of the Secretary, Federal Communications Commission. § Electronic Filers:  Comments may be filed electronically by accessing ECFS at http://apps.fcc.gov/ecfs/. § Paper Filers:  Parties who choose to file by paper must file an original and one copy of each filing.  Paper filings can be sent by hand or messenger delivery, by commercial overnight courier, or by first-class or overnight U.S. Postal Service mail.  § All hand-delivered or messenger-delivered paper filings for the Commission’s Secretary must be delivered to FCC Headquarters at 445 12th St., SW, Room TW-A325, Washington, DC, 20554.  The filing hours are 8:00 a.m. to 7:00 p.m.  All hand deliveries must be held together with rubber bands or fasteners.  All envelopes and boxes must be disposed of before entering the building.  § Commercial overnight mail (other than U.S. Postal Service Express Mail and Priority Mail) must be sent to 9050 Junction Drive, Annapolis Junction, MD, 20701. § U.S. Postal Service first-class, Express, and Priority mail must be addressed to 445 12th Street, SW, Washington DC, 20554 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 and Governmental Affairs Bureau at 202-418-0530 (voice), 1-888-835-5322 (tty). In addition, e-mail one copy of each pleading to each of the following: 1) Tracey Wilson, Competition Policy Division, Wireline Competition Bureau, tracey.wilson@fcc.gov; 2) Gregory Kwan, Competition Policy Division, Wireline Competition Bureau, gregory.kwan@fcc.gov; 3) Sumita Mukhoty, Policy Division, International Bureau, smita.mukhoty@fcc.gov; 4) David Krech, Policy Division, International Bureau, david.krech@fcc.gov; and 5) Jim Bird, Office of General Counsel, jim.bird@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 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 CFR § 1.1206(b). Participants in this proceeding should familiarize themselves with the Commission’s ex parte rules. To allow the Commission to consider fully all substantive issues regarding the application in as timely and efficient a manner as possible, petitioners and commenters should raise all issues in their initial filings. New issues may not be raised in responses or replies. See 47 CFR § 1.45(c). A party or interested person seeking to raise a new issue after the pleading cycle has closed must show good cause why it was not possible for it to have raised the issue previously. Submissions after the pleading cycle has closed that seek to raise new issues based on new facts or newly discovered facts should be filed within 15 days after such facts are discovered. Absent such a showing of good cause, any issues not timely raised may be disregarded by the Commission. For further information, please contact Tracey Wilson at (202) 418-1394 or Gregory Kwan at (202) 418-1191. FCC 4