Attachment Notice

This document pretains to ITC-ASG-20190128-00052 for Assignment on a International Telecommunications filing.


Tamar E. Finn
Brett P. Ferenchak
Patricia Cave
tamar.finn@morganlewis.com
brett.ferenchak@morganlewis.com
patricia.cave@morganlewis.com


January 28, 2019

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 (1) the Pro Forma Change in the Ownership Structure of Crown
          Castle Fiber LLC and (2) the Pro Forma Consolidation of Fibernet Direct
          Florida LLC and Fibernet Direct Texas LLC into Crown Castle Fiber LLC

Dear Secretary Dortch:

Crown Castle Fiber LLC (“Crown Castle Fiber”), pursuant to 47 C.F.R. § 63.24(f), notifies the
Commission of a Pro Forma Consolidation (as defined in Attachment 1) completed on December
31, 2018, that resulted in (1) a pro forma changes in the ownership chain of Crown Castle Fiber
and (2) the pro forma consolidation of Fibernet Direct Florida LLC (“Fibernet-FL”) and Fibernet
Direct Texas LLC (“Fibernet-TX”) (Fibernet-FL and Fibernet-TX together, the “Consolidated
Entities”) and their international Section 214 authorizations (the “Authorizations”) into Crown
Castle Fiber.1 Since the Consolidated Entities were affiliates of Crown Castle Fiber and the
ultimate control and ownership of Crown Castle Fiber did not change, the Pro Forma
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
      Crown Castle Fiber, Fibernet-FL and Fibernet-TX 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
January 28, 2019
Page 2

Sections 63.18(a): Name, address and telephone number of the Parties:

        Crown Castle Fiber LLC
        Fibernet Direct Florida LLC
        Fibernet Direct Texas LLC
        2000 Corporate Drive
        Canonsburg, Pennsylvania 15317
        724-416-2000

Sections 63.18(b): Organization of the Parties:

        Crown Castle Fiber is a New York limited liability company.

        Fibernet-FL was a Delaware limited liability company.

        Fibernet-TX was a Delaware limited liability company.

Section 63.18(c): Correspondence concerning this filing should be sent to the Parties’ counsel:

                Tamar E. Finn
                Brett P. Ferenchak
                Patricia Cave
                Morgan, Lewis & Bockius LLP
                1111 Pennsylvania Avenue, NW
                Washington, DC 20004
                Phone: (202) 739-3000
                Fax:     (202) 739-3001
                tamar.finn@morganlewis.com
                brett.ferenchak@morganlewis.com
                patricia.cave@morganlewis.com

Section 63.18(d): The Parties hold or held the following Authorizations:

        Crown Castle Fiber holds international Section 214 authority to provide global or limited
        global facilities-based and resale services granted in IB File No. ITC-214-20001128-
        00698.2

        Fibernet-FL held international Section 214 authority to provide global facilities-based
        and resale services granted in IB File No. ITC-214-20101014-00406.3



2
        Public Notice, International Authorizations Granted, Report No. TEL-00300, DA No. 00-
2875 (rel. Dec. 21, 2000) (granting the authorization); Public Notice, International Authorizations
Granted, Report No. TEL-01931, DA No. 18-1090 (rel. Oct. 25, 2018) (acknowledging name change
to Crown Castle Fiber LLC).
3
        This authorization was originally granted to FPL FiberNet, LLC which subsequently changed
its name to Fibernet Direct Florida LLC (“Fibernet-FL”).


Marlene Dortch, Secretary
January 28, 2019
Page 3

        Fibernet-TX held international Section 214 authority to provide global facilities-based
        and resale services granted in IB File No. ITC-214-20101117-00470.4

Sections 63.18(h): See Attachment 1 for the ownership of Crown Castle Fiber. See
Attachment 2 for pre-Pro Forma Consolidation and current corporate ownership structure of
the Parties.

Crown Castle Fiber certifies 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 Crown Castle Fiber or the Authorizations held by the Parties.

                                     *       *       *       *

This notification letter is being filed electronically via MyIBFS. Please direct any questions to
the undersigned.

Respectfully submitted,

/s/Brett P. Ferenchak

Tamar E. Finn
Brett P. Ferenchak
Patricia Cave

Counsel for Crown Castle Fiber LLC




4
       This authorization was originally granted to NextEra FiberNet, LLC which subsequently
changed its name to Fibernet Direct Texas LLC (“Fibernet-TX”).


                                           ATTACHMENT 1

Answer to Question 11 - Section 63.18(h) Ownership Information

        The following entities currently hold, directly or indirectly, a 10% or greater interest1 in Crown

Castle Fiber LLC (“Crown Castle Fiber”), as calculated pursuant to the Commission ownership

attribution rules for international telecommunications carriers:

                Name:                   Crown Castle Fiber Holdings Corp. (“CCF Holdings”)
                Address:                1220 Augusta Drive, Suite 600
                                        Houston, TX 77057
                Citizenship:            U.S. (Delaware)
                Principal Business:     Holding Company
                % Interest:             100% (directly in Crown Castle Fiber)

                        Name:                   Crown Castle Operating Company (“CCOC”)
                        Address:                1220 Augusta Drive, Suite 600
                                                Houston, TX 77057
                        Citizenship:            U.S. (Delaware)
                        Principal Business:     Holding Company
                        % Interest:             100% (indirectly, as 100% direct owner of CCF
                                                Holdings)

                                Name:                   Crown Castle International Corp. (“CCIC”)
                                Address:                1220 Augusta Drive, Suite 600
                                                        Houston, TX 77057
                                Citizenship:            U.S. (Delaware)
                                Principal Business:     Holding Company
                                % Interest:             100% (indirectly, as 100% direct owner of
                                                        CCOC)

        CCIC is a publicly traded company (NYSE: CCI) whose stock ownership varies on a daily basis.

Based on information filed with the SEC with respect to CCIC and other information provided to CCIC,

to the knowledge of Crown Castle Fiber’s management, no other person or entity currently holds a

10% or greater direct or indirect interest in CCIC. Additional information regarding CCIC’s ownership

is available at: https://investor.crowncastle.com/financial-information/sec-filings.




1
         Unless otherwise indicated, the ownership interests provided herein represent both equity and
voting interests.


Answer to Question 12 - Section 63.18(h) Interlocking Directorates

        Crown Castle Fiber does not have any interlocking directorates with a foreign carrier. Crown

Castle Fiber certifies that it is not a foreign carrier or affiliated (as defined in 47 C.F.R. § 63.09) with

any foreign carriers.

Answer to Question 13 - Description of Transfer of Control

        On December 31, 2018, CCIC undertook several pro forma changes to its corporate ownership

structure. The pro forma changes involved a series of planned intra-company transactions whereby

certain of Crown Castle Fiber’s operating company affiliates, including Fibernet-FL and Fibernet-TX,

were consolidated into Crown Castle Fiber and certain of Crown Castle Fiber’s parent companies were

also consolidated (the “Pro Forma Consolidation”). The Pro Forma Consolidation was undertaken, in

part, to streamline the corporate structure and operations of over 20 operating entities of CCIC that

provide fiber-based services into a single unified and rebranded operating entity:2 Crown Castle Fiber

LLC.

        With respect to Crown Castle Fiber, the Pro Forma Consolidation also involved the

consolidation of certain of Crown Castle Fiber’s parent companies. As a result of the Pro Forma

Consolidation, Crown Castle Fiber is now a direct, wholly owned subsidiary of CCF Holdings, a

Delaware corporation, which was previously a Delaware limited liability company named LTS Group

Holdings, LLC3 and a direct, wholly owned subsidiary of Crown Castle Operating Company (“CCOC”).

CCOC is a Delaware corporation and a direct, wholly owned subsidiary of CCIC. Thus, the Pro Forma




2
        Certain other operating entities that do not hold international Section 214 authorizations were
retained for other reasons.
3
          As part of the Pro Forma Consolidation, LTS Group Holdings, LLC converted from a Delaware
limited liability company into a Delaware corporation and was renamed Crown Castle Fiber Holdings Corp.
As a result of the Pro Forma Consolidation, Crown Castle Fiber Holdings Corp. is a direct, wholly owned
subsidiary of CCOC.




                                          Attachment 1 - Page 2


Consolidation did not result in any changes to the ultimate ownership of Crown Castle Fiber, which

remains with CCIC and its shareholders.

       Charts depicting the pre-Pro Forma Consolidation and current ownership structure of the

Parties are attached as Attachment 2.




                                        Attachment 1 - Page 3


                              ATTACHMENT 2

Pre-Pro Forma Consolidation and Current Corporate Ownership Structure Charts


    Pre-Pro Forma Consolidation Corporate Ownership Structure of the Parties*
                                                                                Shareholders

  * The entities listed herein only include the
                                                                     Crown Castle International Corp.
  Parties and those entities that were in their
                                                                                  (“CCIC”)                                          LTS Group Holdings LLC
  chain of ownership. The chart excludes all other                                (Delaware)
  subsidiaries of CCIC.                                                                                                             converted to a Delaware
                                                                                                                                    corporation known as Crown
                                                                                                                                    Castle Fiber Holdings Corp.
                                                                    Crown Castle Operating Company                                  (“CCF-Holdings”)
All ownership percentages are 100%, unless noted.                                 (“CCOC”)
                                                                                  (Delaware)




                                           CC FN                                                        LTS Group Holdings LLC
                                                                                                               (Delaware)
                                        Holdings LLC
                                           (Delaware)

                                                                                                   LTS Intermediate Holdings A LLC
                                                                                                               (Delaware)

                                       Fibernet Direct
                                       Holdings, LLC                                               LTS Intermediate Holdings B LLC
                                                                                                               (Delaware)                         After LTS Group
                                           (Delaware)                                                                                               Holdings LLC
                                                                                                                                                   converted to a
                                                                                                   LTS Intermediate Holdings C LLC                   corporation,
                                                                                                               (Delaware)                           these entities
                                                                                                                                                         were
       Fibernet Direct Florida LLC                       Fibernet Direct Texas LLC                                                                  consolidated
                                                                                                             LTS Buyer LLC
               (“Fibernet-FL”)                                  (“Fibernet-TX”)                                                                   through a series
                                                                                                               (Delaware)
                 (Delaware)                                        (Delaware)                                                                      of mergers into
                                                                                                                                                   CCF-Holdings,
                                                                                                        Yankee Metro Parent, Inc.                     with CCF-
                                    Fibernet-FL      and     Fibernet-TX                                       (Delaware)                             Holdings
                                    consolidated into Crown Castle Fiber                                                                              surviving
                                    effective December 31, 2018.                                                                                       effective
                                                                                                          Sidera Networks, Inc.                    December 31,
                                                                                                               (Delaware)
                                                                                                                                                        2018.

                                                                                                        Crown Castle Fiber LLC
                                                                                                         (“Crown Castle Fiber”)
                                                                                                               (New York)


                                                                           Attachment 2 - Page 1


              Current Corporate Ownership Structure of Crown Castle Fiber*

                                                                   Shareholders

* The entities listed herein only include Crown
Castle Fiber and those entities that are in its           Crown Castle International Corp.
chain of ownership. The chart excludes all other                      (“CCIC”)
subsidiaries of CCIC.                                                 (Delaware)




                                                         Crown Castle Operating Company
                                                                      (“CCOC”)
                                                                      (Delaware)




                                                          Crown Castle Fiber Holdings Corp.
                                                    (previously known as LTS Group Holdings, LLC)
                                                                      (Delaware)




                                                              Crown Castle Fiber LLC
                                                                (“Crown Castle Fiber”)
                                                                      (New York)




              All ownership percentages are 100%.


                                                                Attachment 2 - Page 2


                                                 Verification

       i, Neil Dickson, state that i am Vice President - Corporate and Commercial            Transactions

of Crown Castle Fiber LLC (the "Company");            that i am authorized   to make this Verification   on

behalf of the Company      and its predecessors-in-interest;     that the foregoing   filing was prepared

under my direction    and supervision;   and that the contents   thereof are true and correct to the best

of my knowledge,     information   and belief.
                                                                                                            -.fh
       I declare under penalty of perjury that the foregoing       is true and correct. Executed this    7JJ
day of January, 2019.



                                                   Neil Dickson
                                                   Vice President - Corporate    and Commercial
                                                       Transactions
                                                   Crown Castle Fiber LLC



Document Created: 2019-01-28 10:55:30
Document Modified: 2019-01-28 10:55:30

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