Attachment Pro Forma Notice

This document pretains to ITC-ASG-20181030-00195 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2018103000195_1565156

Catherine Wang Brett Ferenchak catherine.wang@morganlewis.com brett.ferenchak@morganlewis.com October 30, 2018 VIA IBFS Marlene Dortch, Secretary Federal Communications Commission Office of the Secretary 445 12th Street, S.W. Washington, DC 20554 Attn: International Bureau Re: Notice of a Pro Forma Consolidation of opticAccess LLC and Spread Telecommunications, LLC into Zayo Group, LLC Dear Secretary Dortch: Zayo Group, LLC (“Zayo”), pursuant to 47 C.F.R. § 63.24(f), notifies the Commission of the pro forma consolidation of opticAccess, LLC (“opticAccess”) and Spread Telecommunications, LLC (“Spread Telecom”) (together with Spread Telecom, the “Consolidating Entities”) and their international Section 214 authorizations (the “Authorizations”) into Zayo (the “Pro Forma Consolidation”).1 Since the Consolidating Entities were indirect, wholly owned subsidiaries of Zayo, the consolidation was pro forma in nature. Information Required by Section 63.24(f)(2) As required by Section 63.24(f)(2), the Parties provide the following information required by 63.18(a) through (d) and (h): 1 opticAccess, Spread and Zayo are collectively referred to as the “Parties.” Morgan, Lewis & Bockius LLP 1111 Pennsylvania Ave., NW Washington, DC 20004-2541 +1.202.739.3000 United States +1.202.739.3001

Marlene Dortch, Secretary October 30, 2018 Page 2 Sections 63.18(a): Name, address and telephone number of the Parties: opticAccess, LLC Spread Telecommunications, LLC Zayo Group, LLC 1821 30th Street, Unit A Boulder, CO 80301 303-381-4683 Sections 63.18(b): Organization of the Parties: opticAccess was a Nevada limited liability company. Spread Telecom was a Mississippi limited liability company. Zayo is a Delaware limited liability company. Section 63.18(c): Correspondence concerning this filing should be sent to the Parties’ counsel: Catherine Wang Brett P. Ferenchak Morgan, Lewis & Bockius LLP 1111 Pennsylvania Ave, N.W. Washington, DC 20004 202-739-3000 (Tel) 202-739-3001 (Fax) catherine.wang@morganlewis.com brett.ferenchak@morganlewis.com Section 63.18(d): The Parties hold or held the following Authorizations: opticAccess held international Section 214 authority to provide global or limited global facilities-based and resale services granted in IB File No. ITC-214-20140922-00266. Spread Telecom held international Section 214 authority to provide global or limited global facilities-based and resale services granted in IB File No. ITC-214-20110125- 00008. Zayo holds international Section 214 authority to provide global or limited global facilities-based and resale services granted in IB File No. ITC-214-20091106-00475. Sections 63.18(h): See Attachment 1 for the ownership of the Parties. See Attachment 2 for pre- and post-Pro Forma Consolidation corporate structure of the Parties. The Parties certify that the Pro Forma Consolidation was pro forma and that, together with all previous pro forma transactions, did not result in a change in the actual controlling party of the Parties or their Authorizations. * * * *

Marlene Dortch, Secretary October 30, 2018 Page 3 This notification letter is being filed electronically via MyIBFS. Please direct any questions to the undersigned. Respectfully submitted, /s/ Brett P. Ferenchak Catherine Wang Brett P. Ferenchak Counsel for the Parties

ATTACHMENT 1 Answer to Question 11 - Section 63.18(h) Ownership Information The following entities currently hold, directly or indirectly, a 10% or greater interest2 in Zayo Group, LLC (“Zayo”), as calculated pursuant to the Commission ownership attribution rules for international telecommunications carriers: Name: Zayo Group Holdings, Inc. (“ZGH”) Address: 1805 29th Street Boulder, CO 80301 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (directly in Zayo) ZGH is a publicly traded company (NYSE: ZAYO) whose stock ownership varies on a daily basis. Based on information filed with the SEC with respect to ZGH and other information provided to ZGH, to the knowledge of Zayo’s management, no other person or entity currently holds a 10% or greater direct or indirect interest in Zayo except possibly the following:3 . Name: Dodge & Cox Address: 555 California Street 40th Floor San Francisco, CA 94104 Citizenship: U.S. (California) Principal Business: Investment Management % Interest: Based on information included in the SEC Form Schedule 13- G4 and FORM 13F5 filed by Dodge & Cox on April 9, 2018 and 2 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests. 3 Additional information regarding ZGH’s ownership is available in ZGH’s most recent proxy statement available at: https://www.sec.gov/Archives/edgar/data/1608249/000104746918006457/0001047469-18-006457- index.htm. 4 See https://www.sec.gov/Archives/edgar/data/200217/000119312518111529/0001193125-18- 111529-index.htm. 5 See https://www.sec.gov/Archives/edgar/data/200217/000095012318008881/0000950123-18- 008881-index.htm (stating that “[t]he clients of Dodge & Cox, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of, Zayo Group Holdings, Inc. Dodge & Cox Stock Fund, an investment company registered under the Investment Company Act of 1940, has an interest of 14,627,500, or 5.9%, of the class of securities reported herein.”)

August 14, 2018 respectively, Dodge & Cox holds approximately 10.1% of ZGH on behalf of its clients, including investment companies and other managed accounts, who have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of ZGH. Based on the representations in Dodge & Cox’s SEC filings, Zayo has no knowledge of any person or entity having a 10% or greater ownership interest in ZGH through Dodge & Cox. Answer to Question 12 - Section 63.18(h) Interlocking Directorates Except for the foreign carrier subsidiaries listed in below, which share certain officers and/or directors as Zayo, Zayo does not have any interlocking directorates with a foreign carrier. Zayo certifies that it is a non-dominant foreign carrier in Canada by virtue of its Reseller Registration and Basic International Telecommunication Services (“BITS”) License. Zayo is also currently affiliated within the meaning of Section 63.09(e) of the Commission’s Rules, 47 C.F.R. § 63.09(e), with the following foreign carriers (collectively, the “ZG Foreign Carriers”): Country(ies) Affiliate Name Description of the Company Canada Zayo Canada Inc. Zayo Canada is a direct, wholly owned subsidiary of (WTO Member) (“Zayo Canada”) Zayo. A Canadian entity Zayo Canada holds a BITS License and Registrations as a Competitive Local Exchange Carrier, Non-Dominant Carrier, Reseller of Telecommunications Services, Reseller of High Speed Internet Service, and Digital Subscriber Line Provider in Canada. Canada Allstream Business Inc. ABI is an indirect, wholly owned subsidiary of Zayo. (WTO Member) (“ABI”) ABI holds a BITS License and a Registration as a Reseller A Canadian entity of Telecommunications Services and Reseller of High Speed Internet Service. France, Zayo Group EU Limited Zayo-EU is an indirect, wholly owned subsidiary of Zayo. Germany, (“Zayo-EU”) Netherlands Zayo-EU provides primarily lit services between the United Kingdom A UK entity United Kingdom and France, Germany and Netherlands. (WTO Members) Attachment 1 - Page 2

Country(ies) Affiliate Name Description of the Company Germany and Zayo Group UK Limited Zayo-UK is an indirect, wholly owned subsidiary of Zayo. United Kingdom (“Zayo-UK”) (WTO Members) Zayo-UK provides dedicated fiber networks primarily A UK entity used for data services, lit services, and access to network facilities. Japan MFN Japan KK (“ABN- ABN-Japan is a direct, wholly owned subsidiary of Zayo. (WTO Member) Japan”) ABN-Japan formerly provided peering services but is A Japanese entity. essentially dormant at this time. United Kingdom Geo Networks Limited Geo Networks is an indirect, wholly owned subsidiary of and Ireland (“Geo Networks”) Zayo. (WTO Members) A U.K. entity. Geo Networks provides dedicated fiber networks primarily used for data services and access to network facilities. United Kingdom Geo Metro Limited (“Geo Geo Metro is a direct, wholly owned subsidiary of Geo (WTO Member) Metro”) Networks. A U.K. entity. Geo Metro provides dedicated fiber networks primarily used for data services and access to network facilities. Ireland Emerald Bridge Fibres Geo Networks, which is an indirectly, wholly owned (WTO Member) Limited subsidiary of Zayo, directly owns 50% of Emerald (“Emerald Bridge”) Bridge. An Irish Entity. Emerald Bridge is registered as an Authorized Undertaking with the Commission for Communications Regulation in Ireland and provides a subsea cable service between Dublin, Ireland and Anglesea, Wales, UK. United Kingdom FibreSpeed Limited FibreSpeed is a direct, wholly owned subsidiary of GEO. (WTO Member) (“FibreSpeed”) FibreSpeed provides dedicated fiber networks primarily A U.K. entity. used for data services and access to network facilities. Attachment 1 - Page 3

Country(ies) Affiliate Name Description of the Company France, Zayo France SAS Zayo-France is an indirect, wholly owned subsidiary of United Kingdom, (formerly known as Neo Zayo. Spain, Telecoms SAS) Germany, Austria, (“Zayo-France”) Zayo-France provides fiber networks primarily used for Switzerland, data services, IP transit, lit services, and cloud services. Netherlands, A French entity. Luxembourg, Belgium (WTO Members) Belgium Zayo Infrastructure ZI-Belgium is an indirect, wholly owned subsidiary of (WTO Member) Belgium NV Zayo. (“ZI-Belgium”) ZI-Belgium provides dedicated fiber networks primarily A Belgium entity. used for data services, lit services, and access to network facilities. Germany Zayo Infrastructure ZI-Deutschland is an indirect, wholly owned subsidiary (WTO Member) Deutschland GmbH of Zayo. (“ZI-Deutschland”) ZI-Deutschland provides dedicated fiber networks A German entity. primarily used for data services, lit services, and access to network facilities. France Zayo Infrastructure ZI-France is an indirect, wholly owned subsidiary of (WTO Member) France SA Zayo, with Allan Shaw and Sheldon Goldman each (“ZI-France”) holding 1 share of the company. Zayo indirectly holds all the remaining shares in the company. A French entity. ZI-France provides dedicated fiber networks primarily used for data services, lit services, and access to network facilities. Ireland Zayo Infrastructure ZI-Ireland is an indirect, wholly owned subsidiary of (WTO Member) Ireland Ltd. Zayo. (“ZI-Ireland”) ZI-Ireland provides dedicated fiber networks primarily An Irish entity. used for data services, lit services, and access to network facilities. Netherlands Zayo Infrastructure ZI-Nederland is an indirect, wholly owned subsidiary of (WTO Member) Nederland B.V. Zayo. (“ZI-Nederland”) ZI-Nederland provides dedicated fiber networks A Dutch entity. primarily used for data services, lit services, and access to network facilities. Attachment 1 - Page 4

Country(ies) Affiliate Name Description of the Company Switzerland Zayo Infrastructure ZI-Switzerland is an indirect, wholly owned subsidiary (WTO Member) Switzerland AG of Zayo. (“ZI-Switzerland”) ZI-Switzerland provides dedicated fiber networks A Swiss entity. primarily used for data services, lit services, and access to network facilities. United Kingdom Zayo Infrastructure (UK) ZI-(UK) is an indirect, wholly owned subsidiary of Zayo. (WTO Member) Ltd. (“ZI-(UK)”) ZI-(UK) provides dedicated fiber networks primarily used for data services, lit services, and access to A U.K. entity. network facilities. Singapore Zayo Singapore Pte. Ltd. Zayo-Singapore is a direct, wholly owned subsidiary of (WTO Member) (“Zayo-Singapore”) Zayo. A Singaporean entity. Zayo-Singapore provides lit services, colocation and related services and holds a Service Based Operator (Individual) license. Hong Kong Zayo Group (HK) Zayo-HK is an indirect, wholly owned subsidiary of (WTO Member) Limited (“Zayo-HK”) Zayo. A Hong Kong entity. Zayo-HK provides lit services, colocation and related services and holds a Service Based Operator (IVANS and Internet Access) license. Australia Zayo Group Australia Zayo-Australia is a direct, wholly owned subsidiary of (WTO Member) Pty. Ltd. (“Zayo-Au”) Zayo. An Australian entity. Zayo Australia provides lit services, colocation and related services. Spain Zayo Infrastructure Zayo-Spain is an indirect, wholly owned subsidiary of (WTO Member) Spain, S.L. (“Zayo- Zayo. Spain”) Zayo-Spain holds a registration as an Electronic A Spanish entity. Communications Network Provider and Electronic Communications Service Provider with the “National Commission of Markets and Competition Attachment 1 - Page 5

Country(ies) Affiliate Name Description of the Company Italy Zayo Italy S.r.l. (“Zayo- Zayo-Italy is an indirect, wholly owned subsidiary of (WTO Member) Italy”) Zayo. An Italian entity. Zayo-Italy holds a registration as an Electronic Communications Network Provider and Electronic Communications Service Provider with the Italian Ministry of Economic Development. France Zayo Enterprise France ZE-France is an indirect, wholly owned subsidiary of (WTO Member) SASU (“ZE-France”) Zayo. A French entity. ZE-France holds a registration as an Electronic Communications Network Provider and Electronic Communications Service Provider. South Africa Zayo Group South Africa Zayo-SA is an indirect, wholly owned subsidiary of (WTO Member) (PTY) Ltd. (“Zayo-SA”) Zayo. Zayo-SA is seeking an exemption from licensing requirements but will provide lit services, colocation and related services.. Answer to Question 13 - Description of Transfer of Control Prior to September 30, 2018, opticAccess, LLC (“opticAccess”) and Spread Telecommunications, LLC (“Spread Telecom”) were subsidiaries of Zayo. opticAccess was a direct, wholly owned subsidiary of Zayo. Spread Telecom was an indirect, wholly owned subsidiary of Zayo through Zayo’s direct, wholly owned subsidiary, Spread Holdings, LLC (“Spread Holdings”), a Mississippi limited liability company. On September 30, 2018, Zayo conducted a series of intra-company mergers with Zayo surviving the mergers, whereupon the separate existence of opticAccess and Spread Telecom ceased. Charts depicting the corporate organizational structure of the Zayo before and after the Pro Forma Consolidation are attached hereto as Attachment 2. Attachment 1 - Page 6

ATTACHMENT 2 Pre- and Post-Pro Forma Consolidation Corporate Ownership Structure Charts

Pre-Pro Forma Consolidation Corporate Ownership Structure of the Parties* Public Shareholders * The entities listed herein only include the Parties and those entities that are in their chain of ownership. The chart excludes all other subsidiaries of Zayo Holdings. Zayo Group Holdings, Inc. (“Zayo Holdings”) (Delaware) Zayo Group, LLC Spread Holdings merges with (“Zayo” or “Assignee”) and into Zayo, with Zayo (Delaware) surviving opticAccess merges with and into Zayo, opticAccess LLC Spread Holdings, LLC with Zayo (“opticAccess”) (“Spread Holdings”) surviving (Nevada) (Mississippi) Spread Telecom merges with and into Spread Holdings, with Spread Holdings surviving Spread Telecommunications, LLC (“Spread Telecom”) (Mississippi) All ownership percentages are 100%. Attachment 2 - Page 1

Post-Pro Forma Consolidation Ownership Structure of Zayo* Public Shareholders * The entities listed herein only include Zayo those entities in its chain of ownership upon completion of the Pro Forma Consolidation. The chart excludes all other subsidiaries of Zayo Holdings. Zayo Group Holdings, Inc. (“Zayo Holdings”) (Delaware) Zayo Group, LLC (“Zayo” or “Assignee”) (Delaware) All ownership percentages are 100%. Attachment 2 - Page 2

VERIFICATION I, Shira Cooks, hereby declare that I am Assistant Secretary of Zayo Group, LLC and its subsidiaries (collectively, the "Company"); that I am authorized to make this Verification on behalf of the Company; that the foregoing filing was prepared under my direction and supervision; and that the contents with respect to the Company are true and correct to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed th is 30'"'" day of October, 2018. i1We'6\5l(~8C Assistant Secretary Zayo Group, LLC


Document Created: 2018-10-30 18:28:49
Document Modified: 2018-10-30 18:28:49
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