Hawaiian Homelands Successor ETC Proposal

Transcription

Hawaiian HomelandsSuccessor ETC ProposalEnsuring continuity of service and accelerating deliveryof high speed broadband to the Hawaiian HomelandsPacific Network Holdings, LLCMay 26, 2020Company Confidential1

Proposal will Ensure Continuity of Voice Service and MakeBroadband Available to the Entire Hawaiian Homelands The financial collapse of Sandwich Isles Communications (SIC) and Paniolo Cable Company and theassociated asset liquidation sales scheduled for the summer of 2020 leaves the Hawaiian Homelands atrisk: Of falling further behind the rest of the nation in broadband availability; and Of facing the very real possibility of losing of basic telecommunications service continuity The RDOF Order’s preliminary list of eligible areas (at para.12) includes census blocks in the HawaiianHomelands because there is no certified high-cost eligible telecommunications carrier (ETC) providingservice and no carrier is expected to deploy broadband High likelihood that portions of Hawaiian Homelands will not receive a qualifying bid in 904 Auction The Hawaiian Homelands are a collection of non-contiguous areas spread across six islands That situation is about to change: Since the RDOF Order was released the Hawaii State PUC has committed to certify a qualifiedsuccessor company as an ETC prior to the 904 Auction should the bankruptcy sale be concluded byearly summer.PacificNetworkHoldings, LLCCompany Confidential2

Hawaiian HomelandsOver 200,000 Acres Spread Across Six IslandsPacificNetworkHoldings, LLCCompany Confidential3

Network Overview 275 Miles of submarine fiber optic cable 24 Fiber Pairs per wet segment 7 Cable Landing Stations connectingKauai, Oahu, Molokai, Maui and Hawaii Island 185 Miles of terrestrial multi-duct bundles Capacity to support additional submarine cablelandingsPacificNetworkHoldings, LLCCompany Confidential4

Pacific Network Holdings, LLCPaniolo Cable and Sandwich Isles AssetAcquisition PNH has an Agreement in Principal with Paniolo Bankruptcy Trustee to beStalking Horse Bidder in auction of Paniolo Cable and Sandwich Isles corenetwork assets PNH anticipates the execution of final Stalking Horse Asset PurchaseAgreement with Paniolo Bankruptcy Trustee in late June PNH’s proposal to acquire remaining Sandwich Isles customer facing assetscurrently pending with Department of Justice awaiting Government’sexecution of its Summary Judgment against Sandwich Isles Department of Hawaiian Homelands, Hawaii State Public Utilities Commissionand Hawaii State Consumer Advocate fully briefed on Company’s plans Deal contingent on ability to re-establish federal support for the study areabased on current legacy high cost and CAF-BLS supportPacificNetworkHoldings, LLCCompany Confidential5

Pacific Network Holdings, LLCPaniolo Cable and Sandwich Isles Asset Acquisition(cont.) PNH willing to assume SIC’s operations and ensure continuity of serviceto Hawaiian Homelands as part of its comprehensive proposal to theFederal Government to purchase the remaining SIC customer facing assets inaddition to acquiring PCC and SIC core network assets. Reinstating federal support using legacy mechanisms is critical to PNH’s goalto deploy a modern voice/broadband capable network serving all of theHawaiian Homelands.PacificNetworkHoldings, LLCCompany Confidential6

Proposal will Ensure Continuity of Voice Service and MakeBroadband Available to the Entire Hawaiian Homelands The PUC certification of an ETC would eliminate the area’s eligibility for theauction under the FCC’s eligibility criteria (id. at para.12). PNH proposes to acquire the SIC assets if given the option of choosing legacysupport mechanisms and will commit to meeting the RDOF performancerequirements and deployment obligations. Will commit to deployment obligations that exceed current legacy mechanism requirements 10-year support term. Through a combination of GPON, fiber to the node and fixed wireless technologies PNH will providevoice and broadband services meeting or exceeding RDOF minimum performance requirements. Will commit to meeting RDOF deployment milestones at network performance levels of at least 25/3to all locations in the study area by the end of year six. PNH will honor these commitments even if ETC certification does not occur prior to the 904 Auction.PacificNetworkHoldings, LLCCompany Confidential7

Principal PNH Proposal Objectives Seamless transition of existing service to Hawaiian Homelands to SIC successorEstablish new ETC certified carrier for Hawaiian Homelands service areaUpgrade existing voice service switching platformsUpgrade existing copper-only last mile facilities to FTTP infrastructurewherever possible Upgrade existing copper-only last mile facilities to minimum FTTNwhere full FTTP deployment may not be possible Build out all newly developed Hawaiian Homelands areas utilizing FTTP orFTTN in combination with high capacity fixed wireless last mile infrastructure Achieve 100% high speed broadband availability to all areas of theHawaiian Homelands within six yearsPacificNetworkHoldings, LLCCompany Confidential8

Next Steps in Pacific Network Holdings, LLCAsset Acquisition Plan Conclude purchase of PCC and SIC core network assets from Paniolo Trustee Conclude arrangements with Federal Government to provide service to the HawaiianHomelands in tandem with the Federal Government's execution of its Writ against SIC Enter into private sale arrangements with the Federal Government to acquire the SICcustomer facing assets File Applications for Special Temporary Authority to serve Hawaiian Homelands and forexpedited processing of Certificate of Authority and ETC Certification upon Courtapprovals of Paniolo 363 Bankruptcy Sale and Federal Government’s sale of SIC’scustomer facing assets Obtain FCC approval of Hawaiian Homelands successor ETC carrier proposalPacificNetworkHoldings, LLCCompany Confidential9

Current Conditions andHistorical BackgroundPacificNetworkHoldings, LLCCompany Confidential10

Financial Collapse ofSandwich Isles CommunicationsAnd Paniolo Cable Company Legal and operational issues precipitates Sandwich Isles Communications (“SIC”)default on 138 Million in RUS loans SIC defaults on 257 Million in lease payments to Paniolo Cable Company (“PCC”) Paniolo Cable Company (PCC) Defaults on 185 Million in debt 2015 SIC looses ETC Certification and FCC suspends all high cost subsidy support 2016 SIC Founder and CEO sentenced to federal prison following conviction onfederal income tax charges 2019 Creditors initiate involuntary Bankruptcy action against PCC 2019 U.S. Government brings suit against SIC in Federal District Court to collecton RUS loansPacificNetworkHoldings, LLCCompany Confidential11

Current Status of Litigation Against Sandwich IslesCommunications and Paniolo Cable Company January 2020, Paniolo Bankruptcy Trustee awarded 274 Million Summary Judgment against Sandwich IslesMarch 2020, Paniolo Trustee acquires all of SIC’s core network assets at Marshal’s SaleApril 2020, U.S. Government awarded 138 Million Summary Judgment against SICMay 2020, U.S. Government files Application for Writ of Execution to recoverSIC’s remaining customer facing assetsMay 2020, U.S. Government and Paniolo Trustee engage in negations to synchronizethe Paniolo 363 Bankruptcy Sale and the Government’s foreclosure and sale of SIC’scustomer facing assets and to settle the Government’s objections to the Paniolo 363Bankruptcy SalePaniolo 363 Bankruptcy Sale and Government’s Sale of SIC customer facing assetsnow anticipated to be concluded summer of 2020PacificNetworkHoldings, LLCCompany Confidential12

Litigation Outcomes Pose Threat to Continuity of Service toHawaiian Homelands Paniolo 363 bankruptcy sate will strip away from SIC all middle-mile andinterisland network assets required to serve the Hawaiian Homelands Government’s foreclosure on SIC customer facing assets will remove all of SIC’slast-mile assets required to serve the Hawaiian Homelands Government’s foreclosure on SIC will include transfer or termination of SIC’s 214License Loss of assets and 214 License will eliminate SIC’s ability to provide service to theHawaiian Homelands and cause the collapse of SIC’s commercial access to and useof all middle mile assets and collocation facilities under the terms of SIC’sSettlement and Master Relationship Agreements with the Paniolo TrusteePacificNetworkHoldings, LLCCompany Confidential13

Current Events Negate Benefit sof Including Hawaiian Homelands in RDOF PCC Bankruptcy and Government foreclosure against SIC will conclude this summerPCC Bankruptcy Sale will strip all terrestrial middle mile assets from SICGovernment foreclosure actions will strip all last mile and network switching from SICGovernment’s foreclosure actions will cause SIC to default of its agreement withPaniolo Bankruptcy TrusteeSIC will be unable to continue service to the Hawaiian HomelandsUncertainly regarding the level of federal support and possible overbuilding willnegatively impact the Government’s financial recovery from the sale of SIC’s assetsAn auction based on multiple geographic areas within the Hawaiian Homelandswill likely result in some areas not receiving winning bids (orphan areas)Potential ownership split of SIC core middle mile assets from its last mile customerfacing assets may jeopardize continuity of service in orphan areas and during thesix-year deployment period of RDOF awarded areasPacificNetworkHoldings, LLCCompany Confidential14

Company BackgroundPacificNetworkHoldings, LLCCompany Confidential15

Pacific Network Holdings, LLCCompany Background Founded 2017Company Principals are all Hawaii residentsSignificant Telecommunications industry expertiseExcellent relations with the Department of Hawaiian HomelandsCommitted to ensuring continuity of service and deployinghigh speed broadband to the Hawaiian Homelands Only prospective Bidder in Paniolo 363 Sale to express interest inacquiring all of Sandwich Isles Assets for purpose of ensuringcontinuity of service to the Hawaiian HomelandsPacificNetworkHoldings, LLCCompany Confidential16

Robert J. Maloney – CEO & Principal--Chairman & CEO Pacific Data Systems, a privately owned regional Telecom network infrastructure and services company-- 40 years senior management experience in IT and Telecommunications industries-- 25 years experience in planning and managing submarine cable systems and terrestrial fiber optic cable networks-- BA Business Administration and Travel Industry Management, Chaminade University and University of HawaiiKenton Eldridge – Principal--25 years as senior executive at DFS (Duty Free Shoppers) and Federated Department Stores; founder of Aina Koa Pono, abiofuels company.--Member of various for-profit and not-for-profit boards including American Savings Bank, BBiTV, Assets School, NatureConservancy, Straub Foundation.—US Army Officer-served in Europe and Vietnam; BA, MA and MBA University of New HampshirePNHTeamJim Pappas – Principal--Principal (former owner) Honsador Lumber; joined in 1978--50 years of accounting, strategic planning, m&a, executive and entrepreneurial work--Member of various for-profit and not-for-profit boards YPO, UH Foundation, Financial Planning Institute--BA SF State; Graduate work UC Berkeley, Wharton, National War CollegeAlbert Pleus – Principal--Director of, investor in and/or advisor to: , Anthology Marketing Group, Broadband iTV, Grower’s Secret, MidwesternBioAg, Recursive Labs, TruTag Technologies, Variety School and various other for profit and not-for-profit enterprises--25 years experience in investment banking, investing, management and business operations in a broad spectrum ofindustries.--SB SM Massachusetts Institute of Technology; MBA Stanford UniversityEric Yeaman - Principal--Managing Partner, Hoku Capital, LLC--President & COO, First Hawaiian Bank--CEO, Hawaiian Telecom--SVP & COO, Hawaiian Electric Company; CFO, Hawaiian Electric Industries--COO & CFO, Kamehameha Schools--Director Alaska Air, A&B, Queen’s Health Systems, Castle Foundation, Hawaii Community Foundation--Business Administration Accounting degree, University of HawaiiPacificNetworkHoldings, LLCCompany Confidential17

PacificNetworkHoldings, LLCFor More Information Contact:Robert J. MaloneyCEO & PrincipalPhone: 808-294-2249Email: rjm@pdshawaii.com18

7 Cable Landing Stations connecting Kauai, Oahu, Molokai, Maui and Hawaii Island . And Paniolo Cable Company 11. Pacific Network Holdings, LLC Company Confidential Current Status of Litigation Agains