Prison Phone Justice

BEFORE THE
NEW YORK PUBLIC SERVICE COMMISSION

Joint Petition of
TKC Holdings, Inc.,
Inmate Calling Solutions, LLC d/b/a
ICSolutions

Matter/Case No. - - - - -

and
Securus Technologies, Inc.

for Approval to Transfer Control of Inmate
Calling Solutions, LLC d/b/a ICSolutions to
Securus Technologies, Inc.

JOINT PETITION

TKC Holdings, Inc. ("Transferor" or 'TKC"), Inmate Calling Solutions, LLC d/b/a
ICSolutions ("JCS") and Securus Technologies, Inc. ("Transferee" or "Securus") (collectively,
"Petitioners"), by their undersigned counsel and pursuant to New York Public Service Law §§ 99
and 100, and the regulations of the New Yark Public Service Commission ("Commission"),
request the Commission's approval, to the extent required, to transfer control of JCS to
Transferee. 1
In support of this Joint Petition ("Petition"), Petitioners provide the following
information:

I.

THE PETITIONERS

A.

Inmate Calling Solutions, LLC d/b/a ICSolutions

JCS is a California limited liability company with its principal place of business at 2200
Danbury Street, San Antonio, Texas 78217. JCS is a wholly-owned direct subsidiary of Keefe
1

A Joint Petition seeking approval for JCS to participate in certain financing arrangements concurrently
with or following completion of the Transaction is being filed concmTently with this Petition.

Group, LLC ("Keefe"), a Missouri limited liability company with its principal place of business
at 1260 Andes Boulevard, St. Louis, Missouri 63132. Keefe, in tum, is a wholly-owned direct
subsidiary of TKC.
ICS is an institutional service provider certificated, registered or otherwise authorized to
provide services in all states except Alaska, Delaware, New Jersey, and Vermont, and the
District of Columbia. ICS currently contracts with a number of confinement and correctional
facilities to provide service in the State of New York and 38 other states. In New York, res is
authorized to operate as a reseller of telephone service, without authority to provide local
exchange service pursuant to a Certificate of Public Convenience and Necessity issued by the
Commission in Case No. 03-C-1411 on January 29, 2004. res is also authorized by the FCC to
provide domestic and international telecommunications services.
Additional information concerning rCS's legal, technical, managerial and financial
qualifications has been submitted to the Commission with its filings for certification and various
transactions and is therefore already a matter of public record. 2 ICS requests that the
Commission take official notice of these existing descriptions of rCS's qualifications and
incorporate them by reference herein.
B.

TKC Holdings, Inc.

Transferor, which indirectly holds all of the outstanding membership interests of res, is a
Delaware corporation and holding company, with its principal business office at 1450 Brickell
Ave., 31'' Floor, Miami, Florida 33131. TKC is indirectly controlled by an affiliate of H.I.G.
Capital, L.L.C., a private equity investment firm headquartered in Miami, Florida. 3

2

See e.g., Case Nos. 03-C-1411 and 16-C-0388.

3

The Commission approved the indirect transfer of control of JCS to TKC in 2016 in Case No. 16-C0388.
2

Through its subsidiaries, TKC's principal business includes the provision of commissary
management services, correctional food service management, packaging and distribution of food
products, personal care products, electronics, clothing, technology, telecommunications and
software solutions to the correctional markets, and serving as a holding company of businesses
providing such products and services to the correctional markets, as well as the provision of
single serve coffee machines, coffee, and hotel supplies to the hospitality and lodging market.

C.

Securus Technologies, Inc.

Securus is a Delaware corporation with its principal place of business at 4000
International Parkway, Carrollton, Texas 75007. Securus provides inmate calling services to a
number of confinement and correctional facilities in the District of Columbia and approximately
46 other states, including in the State of New York.

Securus is an indirect wholly-owned

subsidiary of SCRS Acquisition Corporation ("SCRS") and in tum its parent, SCRS Holding
Corporation ("SCRS Parent"), both Delaware corporations. 4 The ultimate majority owner of
Securus is Platinum Equity Capital Partners IV, L.P., a Delaware limited partnership ("PECP
IV"), which is a private equity investment vehicle of Platinum Equity, LLC. 5

II.

DESIGNATED CONTACTS
Questions, correspondence or other communications concerning this Petition should be

directed to:

4

The Commission approved the indirect transfer of control of Secnrus to SCRS and PECP IV in Case No.
l 7-C-0254.

5

The Petition in Case l 7-C-0254 noted that the investment in Securus's ultimate parent would be made
by PECP IV together with certain private investment vehicles sponsored by Platinum Equity, noting that
PECP IV would be the majority owner of SCRS Parent and hold up to approximately 93% of the equity.
The current ownership structure has PECP IV with 68.32% equity and 93% voting interest; Platinum
Equity SCRS Co-Investors, LLC with 20.41% equity and 0% voting interest; management with 6.13%
equity and 0% voting interest; and Platinum SCRS Principals, LLC with 5.14% equity and 7% voting
interest. Platinum Equity SCRS Co-Investors, LLC is simply a passive aggregator of individual investors,
none of which or whom own 10% or more of the equity of ICS or Securus, and none of which or whom
have any voting rights.
3

For Transferee:

and:

Keith J. Roland
O'Connell and Aronowitz
54 State Street
Albany, New York 12207
518-462-5601 (tel)
518-462-2670 (fax)
kroland@oalaw.com

Paul C. Besozzi
Peter M. Bean
Squire Patton Boggs (US) LLP
2550 M Street, N.W.
Washington, DC 20037
202-457-6000 (tel)
202-457-6315 (fax)
paul. besozzi@squirepb. corn
peter.bean@squirepb.com

With copy for Transferee to:
Dennis J. Reinhold
Senior Vice President & General
Counsel
Securus Technologies, Inc.
4000 International Parkway
Carrollton, TX 75007
972-277-0318 (tel)
972-277-0681 (fax)
dreinhold@securustechnologies.com
For Transferor:

With copies for Transferor to:

Howard M. Liberman
Paige K. Fronabarger
Wilkinson, Barker and Knauer, LLP
1800 M Street, N.W., Suite SOON
Washington, DC 20036
202-783-4141 (tel)
202-783-5851 (fax)
hliberrnan@wbklaw.com
pfronabarger@wbklaw.com

III.

Michael Gallagher
Principal
c/o H.I.G. Capital Management, Inc.
1450 Brickell Avenue, 31st Floor
Miami, FL 33131
305-379-2322 (tel)
305-379-2013 (fax)
rngallagher@higcapital.com

DESCRIPTION OF THE TRANSACTION
Pursuant to that certain Unit Purchase Agreement by and among

res,

TKC, Keefe and

Securus, dated as of April 22, 2018 (the "Agreement"), Securns will acquire all the issued and
outstanding membership interests of res from Keefe (the "Transaction"). As a result,

res

will

become a wholly owned, direct subsidiary of Securus and, in turn, an indirect subsidiary of
SCRS and SCRS Parent. PECP IV will be the ultimate majority owner of ICS. Petitioners

4

intend to consummate the Transaction as promptly as possible after the necessary federal and
state regulatory approvals have been received.
For the Commission's reference, a chart depicting the pre- and post-Transaction
ownership structure ofICS is provided as Exhibit A.

IV.

PUBLIC INTEREST CONSIDERATIONS
Petitioners respectfully submit that the proposed Transaction is in the public interest.
The consummation of the Transaction will not result in an interruption, reduction, loss,

impairment or disruption ofICS-provided services. The Transaction does not involve a transfer
of operating authority, assets or customers in New York or elsewhere. As such, no customer
notice is required as a result of the Transaction.
While the ownership of ICS will change, the management team will remain substantially
the same and ICS's corporate identity, name and operations will remain in place. In other words,
post-closing, ICS will remain operational as a separate business. Following the Transaction, ICS
will continue to honor its correctional facility customer contracts and in doing so, will continue
to provide and support the JCS technologies and services enjoyed by its customers. Any future
changes in the rates, terms and conditions of service to ICS's correctional facility and end-user
customers will be undertaken in conformance with the applicable federal and state law, including
notice and tariff requirements and ICS's contractual obligations.
As a result, the change in ownership will be entirely transparent to ICS's correctional
facility customers and the end-users of ICS's services.

However, there will be additional

services accessible to such customers as a result of the Transaction.
After closing, and where permitted by the goverrunental entities operating the
correctional facilities served by ICS, inmates who use the ICS services now will have access to
use of inmate tablets that provide controlled internet access, including, as part of that program,
5

access to education (e.g., the ability to obtain a GED), media content and job opportunities upon
release (e.g., through Securus's JobView program). 6 Inmate calling can also be permitted from
such tablets, further facilitating the ability of inmates to connect with their friends and family.
Further, ICS correctional facility customers will gain access to Securus-developed
advanced technology, including an expanded set of law enforcement-related services and
investigative technologies offered by Securus.
According to Securus's information, there are a number of other competing providers of
inmate calling services authorized to operate in New York aside from Securus and ICS,
including Global Tel*Link Corporation, Pay Tel Communications, Inc., Legacy Long Distance,
International, Inc. d/b/a Legacy Inn1ate Communications, and Network Communications
International Corp d/b/a NCIC Inmate Communications. Thus, approval of the Petition will not
foreclose the opportunity for continued competitive bidding to provide inmate calling services to
facilities in the various states in which the two companies currently operate.
The Transaction will have no material effect on the operations of ICS, which will remain
the licensee, and will be virtually seamless to customers. Again, rates, terms, and conditions of
service, which are governed in part by contractual relationships between ICS and governmental
agencies (as well as tariffs where required), will not change while such contracts remain in force.

V.

SUBMISSION OF FINANCIAL INFORMATION
The Commission has adopted a policy of dispensing with the submission of detailed

financial information regarding transactions by non-dominant carriers such as Securus and ICS:

6

Further
information
on
the
JobView
program
is
available
at:
https://www.businesswire.com/news/home/20I712010055 87 /en/Securus-Acquires-J obview-Released
Inmates-Find-Jobs. Securus has also established the Securus Foundation to help "modernize the reentry
process [or inmates] to increase successful community reengagement." See The Securus Foundation is
Launched to Modernize Reentry and Reduce Recidivism, Business Wire, (Jul. 17, 2017),
https://www.businesswire.com/news/home/20170713005624/en/Securus-Foundation-LaunchedModemize-Reentty-Reduce-Recidivism.
6

"The Commission has previously determined that regulations intended to apply to
monopoly utilities may be relaxed when a company operates in a competitive
environment. Therefore, we shall grant petitioners' request to waive Parts 37 and 39 of
the Commission's Rules. The financial and other information called for in Parts 37 and
39 are of little value in the competitive sector where the financial status of the players is
of little, if any, interest to the Commission in discharging its regulatory responsibilities."
See Case 92-C-1218, Petition ofTeleport Communications Group, et. al. for Authority to

Issue and Acquire Shares, and to Issue Evidence of Indebtedness, "Order Approving Petition,"
issued and effective April 13, 1993. See also Case 90-C-0166, Petition of Alltel Corporation for

a Declaratory Ruling that the Commission Lacks Jurisdiction Over the Proposed Change of its
State of Incorporation or, in the Alternative for Approval of the Proposed Transaction,
"Declaratory Ruing," issued and effective April 23, 1990.
Accordingly, the Petitioners respectfully request that the Commission act upon and
approve this Petition in accordance with the information contained herein.

7

VI.

CONCLUSION
For all of the foregoing reasons, Petitioners submit that the public interest, convenience

and necessity would be furthered by grant of this Petition permitting the Transaction described
above.

~~~

Howard M. Liberman
Paige K. Fronabarger
Wilkinson, Barker and Knauer, LLP
1800 M Street, N.W.
Suite 800N
Washington, DC 20036
202-783-4141 (tel)
202-783-5851 (fax)
hliberman@wbklaw.com
pfronabarger@wbklaw.com

Paul C. Besozzi
Peter M. Bean
Squire Patton Boggs (US) LLP
2550 M Street, N.W.
Washington, DC 20037
202-457-6000 (tel)
202-457-6315 (fax)
paul.besozzi@squirepb.com
peter.bean@squirepb.com

Counsel for Tramferor and JCS

Counsel for Transferee

Dated: May 17, 2018

8

EXIDBITA
Diagrams of the Pre- and Post-Transaction Ownership Structures

Pre-Transaction Ownership Structure of ICS

I

H.1.G. Middle Market LBO Fund II, L.P.*

I

H.I.G. Capital Partners,

H.I.G. TSG Parent,

IV, L.P.**

LLC**

I

I
H.I.G. Centric, LLC*

,I

TKC Co-Investment,
LLC***
47.45% I

H.I.G. Capital Finance,
LLC
2.42%

H.I.G. TSG, LLC**

l

I

I
TKC Investment Holdings, LLC
(f/k/a H.I.G. Centric Holdings, LLC)

I

a6.11%

TKC Topco LLC

I 99.31 %
TKC Holdings, LLC

I
TKC Intermediate Holdings, LLC

I
TKC Holdings, Inc.
("Transferor")

I
Keefe Group, LLC

I
Inmate Calling Solutions, LLC
("Licensee")

Exhibit A - Page 1

Other Investors***

Pre-Transaction Ownership Structure of ICS (continued)
Sarni Mnaymneh

Anthony Tamer

50% voting
50% equity

50% voting
50% equity

H.I.G. - GPII, Inc.
(Manager)

Sarni Mnaymneh*

100% voting
0% equity

Anthony Tamer*

0% voting
50% equity

0% voting
50% equity

H.I.G. Middle Market Advisors II, LLC
(General Partner)

Limited Partners

100% voting
0.0543% equity

* 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.

0% voting
99.9457% equity

H.I.G. Middle Market LBO Fund II, L.P.
100% voting
100% equity

H.I.G. Centric, LLC

Exhibit A - Page 2

Pre-Transaction Ownership Structure of ICS (continued)
Anthony Tamer•

Sarni Mnaymneh*
50% voting
50% equity

50% voting
50% equity

H.I.G. -GPII, Inc.
(Manager)

Sarni Mnaymneh*

Anthony Tamer•

100% voting
0% equity

0% voting
50% equity

0% voting

50% equity

H.I.G. Advisors IV, L.L.C.
(General Partner)
Limited Partners
100% voting
0% equity

Florida Growth Fund, LLC

100% voting
0.1267% equity
0% voting

99.8733% equity
0% voting
100% equity

Other Investors
8.24% voting
8.24% equity

* 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.

H.I.G. Capital Partners IV, L.P.
75.23% voting
75.23% equity

H.I.G. TSG, LLC
Exhibit A - Page 3

H.I.G. TSG Parent, LLC

IU.;J.)70

t:

UIL

Post-Transaction Ownership Structure of ICS*
Platinum Equity Capital Partners IV, L.P.

("Fund IV")
Platinum SCRS
Principals, LLC 2

Management3

93% voting
68.32% equity

0% voting
6.13% equity

Platinum Equity SCRS CoInvestors, LLC4

7% voting

5.14% equity

SCRS Holding Corporation

0% voting
20.41% equity

("SCRS Parent")
100%

SCRS Intermediate Holding Corporation

* The entities listed herein only include Connect and its
subsidiaries that (1) hold authorization to provide intrastate,
interstate, international or wireless telecommunications
services or (2) are in the chain of ownership of those entities.

1. All ownership is voting and equity unless indicated
otherwise.

100%

2. Platinum SCRS Principals, LLC is a co-investment vehicle

SCRS Intermediate Holding II Corporation

The chart excludes subsidiaries of Connect that do not hold
authorization to provide telecommunications services in the
United States.

comprised of Platinum employees and their friends and family.
3. Comprised of various management individuals of Securus.

100%

4. Platinum Equity SCRS Co-Investors, LLC is a co-investment

SCRS Acquisition Corporation

aggregator vehicle (the "Aggregator") that contributed coinvestors' capital into SCRS

100%

Connect Acquisition, LLC ("Connect")
100%

Securus Holdings, LLC
100%

Securus Technologies Holdings, LLC
100%

100%

Securus Technologies, Inc.
("Securus")
100%

Inmate Calling Solutions, LLC
("Licensee")

T-NETIX, Inc.
("TNI")
100%

100%

Cel1Blox
Acquisitions, LLC

T-NETlX Telecommunications
Services, Inc.
("TNTS")

Exhibit A - Page 4

Parent The Aggregator holds no

voting shares of SCRS Parent and is a passive investment
vehicle for co-investors.
None of the co-investors (i.e.,
members of the Aggregator) own 10% or more of the equity of
the licensee on a look~through aggregate basis. The Senior
Managing Member of the Aggregator is Platinum Equity
Partners IV, L.P.

VERIFICATION
I, Alexander S.Y. Lee, am the Corporate Secretary of TKC Holdings, Inc. ("TKC") and
Inmate Calling Solutions, LLC d//b/a ICSolutions ("ICS"). As such I am authorized to execute
this Verification on behalf of TKC and ICS. The portions of the foregoing filing relating to

TKC, ICS and the transactions described therein have been prepared pursuant to my direction
and control and I have reviewed the contents thereof. I hereby declare that the factual statements
and representations made therein by and concerning TKC, ICS and the transactions described
therein are true and conect to the best of my knowledge, il~fom1ation and belief

Executed thisi (f 1day of May, 2018

Name: Alexander S.Y. Lee
Title: Corporate Secretary of TKC Holdings, Inc. and Inmate Calling Solutions, LLC d//b/a
ICSolutions

Subscribed and sworn to before me this t{/'-aay of May, 2018

Notary Public

NY (Toe)

VERIFICATION

I, Dennis J. Reinhold, am the Senior Vice President and General Counsel of Securus
Technologies, Inc. ("Securus"). As such, I am authorized to execute this Verification on behalf
of Securus and its subsidiaries. The portions of the foregoing filing relating to Securus and the
transactions described therein have been prepared pursuant to my direction and control and I
have reviewed the contents thereof.

I hereby declare that the factual statements and

representations made therein by and concerning Securus and the transactions described therein
are true and correct to the best of my knowledge, information and belief.

Name: Dennis J. Reinhold
Title: Senior Vice President and General Counsel
Securus Technologies, Inc.

County of ';;;,12." ~"'
Stateof,e)«:l s

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KATHERINE M. MOODY
,, I'-\\ l,6'1;
So"'.*·'"•
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~ Notary Pub!lc, State of Texas
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comm. Expires 01-12-2022

Notary ID 131408573
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Subscribed and sworn to before me bMmisJ. ~einhold this l ~#\day of

~ l'\vX\Affi

Notary Public
My Commission Expires: D \ - \ '). - e>.o ~ ':;).,

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, 2018

ATTORNEYS

AT

LAW

EDWARD J. O'CONNELL
1925-1939
SAMUELE. ARONOWITZ
1925-1973
LEWIS A. ARONOWTTZ

May 17, 2018
VIA ELECTRONIC FILING
Secretary@dps.ny.gov

1951-1979

CORNELIUS D. MURRAY
FRED l3. WANDER
STEPHEN R. COFFEY
JEFFREY J. SHERRIN
THOMAS J. DINOVO
PA"tvlELA A. NICHOLS
JEFFREY A. SIEGEL
JAJ\11 DURANTE
ROGOWSKI

Hon. Kathleen H. Burgess
Secretary
New York Public Service Commission
Three Empire State Plaza
Albany, NY 12223
Re:

Joint Petition of TKC Holdings, Inc., Inmate Calling Solutions, LLC and
Securus Technologies, Inc., for Transfer of Control

Dear Secretary Burgess:
Enclosed for filing with the Commission, please find the Joint Petition of TKC
Holdings, Inc., Inmate Calling Solutions, LLC and Securus Technologies, Inc. for
Approval to Transfer Control ofinrnate Calling Solutions, LLC d/b/a IC Solutions.

DAVID R. ROSS
KURTE.BRATTEN

MlCHAEL P. McDERMOTT
KELLY J. 1v!TKUI ,UTZ
WILLIAM F. l3ERGLUND
ROBERT J, KOSHGARlAN
MATTHEW J. DORSEY
GEORGE R. SLINGERLAND
F. MATTHEW JACKSON

SCOTT W. ISEtvl.AN
BRITTNAY M. Mc1WION

OF COUNSEL

Also enclosed is a Method of Service Form.
Please address any questions to the undersigned.

Respectfully submitted,
I

RICHARDS. HARROW
l\1ERED1TH H. SA VITT
PAUL A. FEIGENBAUM
KEITH J. ROLAND
ARTHUR A.
PASQUARlliLLO
FLORENCEM.
RICHARDSON
CRISTINA 0. COMMTSSO

AND ARONOWITZ
By:

ELIZABETH A. CONNOLLY
CHAD A. JEROTvfE
DANIELLE E. HOTJ,EY
KATHLEEN EVERS BROWN
lv1.ARY T. CONNOLLY
COURTNEY L. ALPERT

KELLAN B. POTTS

KJR:bab

HOLL YE. VEGAS*

cc:

(D1RHC1'0ll, HHAL'l'HCARE

Paul C. Besozzi, Esq.
Howard M. Liberman, Esq.

CONSIJL17NC! G!UJl//j
~NOT A MEMB~R OF THE
LEGAL PRACTICE

54 STATE STREET• ALBANY, NY 12207 • (p) 518-462-5601 • (f) 518-462-2670
SERVICE BY FAX NOT ACCEPTED.

·with off,.ces in Albany, Lotharn, l\Jr,-w York City, PluUsburgh ond Sarai:oga Springs.

www.oalaw.com
{00211077.1)

Announcement: Moody's says Securus' ratings unchanged following add-on to
term loan
07 May 2018
New York, May 07, 2018 -- Moody's Investors Service (Moody's) said Securus Technologies Holdings, Inc.'s
(Securus) B3 corporate family rating (CFR) is unchanged following its anticipated $350 million add-on to its first
lien term loan. Proceeds from the debt issuance will be mainly used to fund the acquisition of Inmate Calling
Solutions (ICS), a smaller provider of phone and other telecommunication services to correctional facilities.
The transaction is strategically positive for Securus as it removes a marginal competitor and improves the
company's market share position. While Securus' credit metrics will temporarily weaken as a result of the
incremental debt burden, the combination of the complementary businesses will result in significant synergies.
Realization of these synergies is expected to be mainly achieved within the first 12 months following deal
close, which helps mitigate the short term increase in credit risk. All other ratings including the company's
stable outlook are also unchanged.
ICS has grown significantly over the past three years by winning new contracts, occasionally from Securus as
well other competitors. While a costly purchase, the acquisition eliminates an aggressive competitor in the
smaller facility space comprised of local and county jails. Moody's believes this is a prudent defensive tactic
which fortifies Securus' recent market share gains and helps preserve the company's solid growth trajectory.
ICS will mainly benefit the company through the sizable headcount, call center, and corporate allocation
synergies expected to be achieved over a period of 18 months.
Securus' B3 CFR reflects its small scale, niche industry focus, aggressive financial policy, and strong
competitive pressures in a largely duopolistic and mature end market. The ratings are supported by the
company's high growth rate and a stable base of contracted and fairly predictable revenue. Providing
communications services to corrections facilities remains a low margin business characterized by competitive
bidding on contracts, the majority of which include a legacy industry practice requiring relatively high
commission fees to be included in inmate phone charges, which are later passed through to state and county
prison operators. In addition, Securus and the industry apply transaction-based fees on the phone account
deposits of inmates. While the company responded to FCC interstate rate caps established in 2013 by
negotiating the bulk of its contracted commission expense structures with prison operators down to lower
levels, the need to be proactive in this manner is eliminated by the June 2017 DC Circuit Court ruling.
Moody's could upgrade the ratings if Securus maintains very good liquidity, continues to generate strong
positive free cash flow, and grows EBITDA or reduces debt such that leverage (Moody's adjusted) is sustained
below 5x. Moody's could downgrade Securus' ratings if leverage exceeds 6.5x (Moody's adjusted) or free cash
flow turns negative.
Based in Dallas, TX, Securus Technologies Holdings, Inc. is one of the largest providers of inmate
telecommunication services to correctional facilities, with a presence in 50 states, Washington DC, and
Canada. Securus is owned and controlled by the private equity firm Platinum Equity, LLC, which acquired the
company from ABRY Partners in November 2017. Founded in 2002, ICS provides mainly phone and some
ancillary telecommunications products and services to the corrections industry. It is operated as a standalone
entity within TKC Holdings, a provider of food and personal care products to the corrections industry.
This publication does not announce a credit rating action. For any credit ratings referenced in this publication,
please see the ratings tab on the issuer/entity page on www.moodys.com for the most updated credit rating
action information and rating history.
Neil Mack, CFA
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.