Attachment Notification

This document pretains to ITC-T/C-20100331-00142 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010033100142_808694

BING H A M Jean L. Kiddoo Brett P. Ferenchak jean.kiddoo@bingham.com brett.ferenchak@bingham.com Our File No.: 0000342779 March 31, 2010 Via Hand Delivery and IBFS Marlene H. Dortch, Secretary Office of the Secretary Federal Communications Commission 445 12th Street, S.W. Room TW—A325 Washington, DC 20554 Attn: Wireline Competition Bureau International Bureau Re: Notification of Onvoy, Inc. d/b/a Onvoy Voice Services, Minnesota Independent Equal Access Corporation, Zayo Group, LLC and Zayo Group Holdings, Inc. Regarding a Pro Forma Change in Direct Ownership of Onvoy, Inc. and Minnesota Independent Equal Access Corporation Dear Ms. Dortch: Onvoy, Inc. ("Onvoy"), Minnesota Equal Access Corporation ("MIEAC"), Zayo Group, LLC ("Zayo Group") and Zayo Group Holdings, Inc. ("Holdings") (collectively, the "Parties"), by undersigned counsel and pursuant to 47 C.F.R. § 63.03(d)(2) and 64.24(f), notify the Commission of a pro forma change in direct ownership of Onvoy (and, therefore, indirect ownership of MIEAC) from Zayo Group to Holdings, Zayo Group‘s immediate parent company. The change of direct ownership of Onvoy (and indirect ownership of MIEAC through Onvoy) was therefore entirely proforma in nature because Boston Hartford Holdings already indirectly wholly owned Onvoy and MIEAC through its wholly owned Hong Kong subsidiary, Zayo Group. The Parties completed the pro forma change in control on London March 11, 2010, Los Angeles New York Description of the Parties Orange County San Francisco A. Zayo Group, LLC and Zayo Group Holdings, Inc. Santa Monica Silicon Valley Tokyo Zayo Group is a Delaware limited liability company. Zayo Group is wholly owned by Washington Holdings, a Delaware holding company with no operations that is wholly owned by Communications Infrastructure Investment, LLC ("CII"), a Delaware limited liability company. CII has no majority owner. Zayo Group, Holdings and CII all have a principal business office at 901 Front Street, Suite 200, Louisville, Colorado 80027. Zayo Group Bingham McCutchen LLP currently operating through its three business units, provides bandwidth, voice, 2020 K Street NW Washington, DC collocation and interconnection, and managed services to carrier, enterprise, small and 20006—1806 T +1.202.373.6000 F +1.202.373.6001 bingham.com A/73239605.2

Marlene H. Dortch, Secretary March 31, 2010 Page 2 medium enterprise, and government customers. Holdings, as a result of the pro forma transaction, operates one business unit, Onvoy Voice Services. B. Onvoy, Inc. d/b/a Onvoy Voice Services and Minnesota Independent Equal Access Corporation Onvoy and MIEAC are Minnesota corporations with their headquarters located at 300 South Highway 169, Suite 700, St. Louis Park, MN 55426. Prior to the proforma transaction Onvoy was a wholly owned direct subsidiary of Zayo Group and indirect subsidiary of Holdings. As a result of the pro forma transaction, Onvoy is a wholly owned direct subsidiary of Holdings. MIEAC is a wholly owned direct subsidiary of Onvoy. Onvoy provides wholesale local exchange, competitive tandem and switching, long distance, intrastate PRI service, local transit, direct inward dialing and SS7 services to other local exchange carriers and interexchange carriers, as well as some retail customers. MIEAC provides centralized equal access ("CEA") services. Description of the Pro Forma Assignments of Assets and Customers For various business reasons, Zayo Group and Holdings transferred the direct ownership of Onvoy (and indirect owneérship of MIEAC through Onvoy) from Zayo Group to Holdings. Since Holdings already indirectly wholly owned Onvoy and MIEAC through Holdings‘ direct subsidiary, Zayo Group, this change of direct control of Onvoy and indirect control of MIEAC was pro forma in nature. Charts depicting the corporate structure of Onvoy and MIEAC before and after the pro forma change in control are provided as Exhibits A and B, respectively. The change in the direct ownership of Onvoy and indirect ownership of MIEAC did not result in any change in the management or day—to—day operations of Onvoy or MIEAC; nor did it adversely affect the current or proposed operations of Onvoy or MIEAC. Information Required by Section 63.03(d)(2) and Section 63.24(f)(2) As required by Sections 63.03(d)(2) and 63.24(f)(2), the Parties provides the following information required by 63.04(a)(1) through (a)(4) and 63.18(a) through (d) and (h): Sections 63.04(a)(1) & 63.18(a): Name, address and telephone number of the Parties: Onvoy, Inc. FRN 0004323028 Minnesota Equal Access Corporation FRN 0004323036 300 South Highway 169, Suite 700 St. Louis Park, MN 55426 Tel: (800) 933—1224 Zayo Group, LLC FRN 0016555849 Zayo Group Holdings, Inc. FRN 0017123282 901 Front Street, Suite 200 Louisville, CO 80027 Bingham McCutchen LLP bingham.com A/73239605.2

Marlene H. Dortch, Secretary March 31, 2010 Page 3 Tel: (303) 381—4683 Sections 63.04(a)(2) & 63.18(b): The Parties are organized as follows: Onvoy and MIEAC are Minnesota corporations. Zayo Group is a Delaware limited liability company. Holdings is a Delaware corporation. Sections 63.04(a)(3) & 63.18(c): Correspondence concerning this filing should be sent to the Parties‘ counsel: Jean L. Kiddoo Brett P. Ferenchak Bingham McCutchen LLP 2020 K Street, NW. Washington, DC 20006—1 806 (202) 373—6000 (Tel) (202) 373—6001 (Fax) jean.kiddoo@bingham.com brett.ferenchak@bingham.com Section 63.18(d);: The Parties hold the following International and Domestic Section 214 Authorizations: Onvoy holds international Section 214 authority (1) to provide global resale services granted in IB File No. ITC—214—19970722—00425 (old IB File No. ITC— 97—452) and (2) to operate as a facilities—based carrier by constructing and operating a fiber optic telecommunications facility between the United States and Canada granted in IB File No. IB File No. ITC—214—19971205—00766 (old IB File No. ITC—97—769).‘ MIEAC does not hold international Section 214 authority Onvoy and MIEAC lare authorized to provide interstate service by virtue of blanket domestic Settion 214 authority. 47 C.F.R. § 64.01. | The international Section 214 authorizations were originally granted to Minnesota Independent Interexchange Corporation, which subsequently merged into its parent company Onvoy, Inc. ({/k/a Minnesota Equal Access Network Services). See IB File No. ITC—ASG—20070913—00379. Bingham McCutchen LLP bingham.com A/73239605 .2 ‘

Marlene H. Dortch, Secretary March 31, 2010 Page 4 Zayo Group and Holdings do not hold international or domestic Section 214 authority. Sections 63.04(a)(4) & 63.18(h); Please see Attachment 1 for the ownership of the Parties. The Parties certify that this transfer of the direct ownership of Onvoy (and indirect ownership of MIEAC through Onvoy) from Zayo Group to Holdings was pro forma and that, together with all previous proforma transactions, did not result in a change in the actual controlling party of any of the Parties. * * * * This notification letter is being filed electronically via MyIBFS. Please direct any questions to the undersigned. Respectfully submitted, LuJATFcamebje Jean L. Kiddoo Brett P. Ferenchak Counsel for the Parties Attachments Bingham McCutchen LLP bingham.com A/73239605 .2

EXHIBIT Chart of Corporate Structure Pre— Pro Forma Change in Ownership 1 | | A/73239605.2 \

Chart of Corporate Structure Pre— Pro Forma Change in Ownership i Managing Members — Managing Members — i Michael Eisenson, Tim Palmer, Kim James F. Wade," David D. Croll,‘ i Davis, Mark Rosen, Michael Choe, Matthew Rubins, John Watkins, i Brandon White, Jon Biott, John Van Hooser E Andrew Janower, Michael Thonis Executive Managing Members — Managing Members — Bandel L. Carano, Edward F. James B. Fleming, Jr., R. Glassmeyer, Ann H. Lamont, Philip Herget, I!!, Harry F. Fredric W. Harman M/C Venture Partners, LLC Hopper II12 Charlesbank Capital Partners, LLC DJ OIIICIIIIICOCt ‘ 100% TT CCC (General Partner) 100% (General Partner) Oak Associates XIl, LLC M/C VP VI, L.P. Columbia Capital IV, LLC Charlesbank Equity Fund VI 100% GP, Limited Partnership 100% (General Partner) (General Partner) 100% (General Partner)® 100% (General Partner)* Oak Investment Partners Xil, M/C Venture P artners VI, LP. ColumbiaCapital Equity Charlesbank Equity Fund VI, Limited Partnership Partners IV (QP), LP. Limited Partnership 20.31% 22.33% 18.49% 9.23% 1 Mr. Wade and Mr. Croll are also 2 of the 5 3 Columbia Capital VI, LLC is the general partner of (i) managers of M/C Venture Investors, L.L.C., which Communications Infrastructure Columbia Capital Equity Partners IV, L.P., which is the has a 0.64% direct interest in Cll. Investments, LLC general partner of both Columbia Capital Equity celnr) Partners IV (QP), L.P. and Columbia Capital Equity 2 These individuals also have indirect control of Partners IV (QPCO), L.P. (which has a 2.27% direct other entities that have, in aggregate, a 0.44% 100% interest in Cll) and (ii) Columbia Capital Employee direct interest in Cll. Investors IV, L.P., which has a 0.14% direct interest in Zayo Group Holdings, Inc. CIl. 100% 4 Charlesbank Equity Fund V! GP, Limited Partnership indirectly controls 10.76% of CIl as the general partner Zayo Group, LLC of (i) Charlesbank Equity Fund VI, Limited Partnership and (ii) the following funds that collective have an 100% approximately 1.54% direct interest in Cl{: CB Offshore Equity Fund VI; Charlesbank Equity Coinvestment Onvoy, Inc. Fund VI, LP; and Charlesbank Equity Coinvestment Partners, LP. 100% Minnesota Independent Equal Access Corporation

EXHIBIT Chart of Corporate Structure Post— Pro Forma Change in Ownership A/73239605.2 |

Chart of Corporate Structure Post— Pro Forma Change in Ownership Managing Members — Managing Members — Michael Eisenson, Tim Palmer, Kim James F. Wade," David D. Croll," Davis, Mark Rosen, Michael Choe, Matthew Rubins, John Watkins, Brandon White, Jon Biott, John Van Hooser Andrew Janower, Michael Thonis 1 Executive Managing Members — | Managing Members — i Bandel L. Carano, Edward F. I James B. Fleming, Jr., R. 1 Glassmeyer, Ann H. Lamont, 1 Philip Herget, I!I, Harry F. I Fredric W. Harman 1 M/C Venture Partners, LLC Hopper 11 Charlesbank Capital Partners, LLC 100% 100% {General Partner) (General Partner) Oak Associates XIl, LLC M/C VP VI, LP. Columbia Capital IV, LLC Charlesbank Equity Fund VI GP, Limited Partnership 100% 100% (General Partner) (General Partner) 100% (General Partner)® 100% (General Partner)* Oak investment Partners Xil, M/C Venture PartnersVI, LP. Columbia Capital Equity Charlesbank Equity FundV1, Limited Partnership Partners IV (QP), L.P. Limited Partnership 20.31% 22.33% 18.49% 9.23% ‘ Mr. Wade and Mr. Croll are also 2 of the 5 3 Columbia Capital VI, LLC is the general partner of (i) managers of M/C Venture Investors, LL.C., which Communications Infrastructure Columbia Capital Equity Partners IV, L.P., which is the has a 0.64% direct interest in Cif. Investments, LLC general partner of both Columbia Capital Equity (FCI") Partners IV (QP), L.P. and Columbia Capital Equity * These individuals also have indirect control of Partners IV (QPCO), L.P. (which has a 2.27% direct other entities that have, in aggregate, a 0.44% 100% interest in Cll) and (ii) Columbia Capital Employee direct interest in Cll. Investors IV, L.P., which has a 0.14% direct interest in Zayo Group Holdings, Inc. Cli. 100% 4 Charlesbank Equity Fund VI GP, Limited Partnership indirectly control s 10.76% of Cll as the general partner of (i) Charlesbank Equity Fund VI, Limited Partnership and (ii) the following funds that collective have an Onvoy, Inc. Zayo Group, LLC approximately 1.54% direct interest in Cll: CB Offshore Equity Fund VI; Charlesbank Equity Coinvestment 100% Fund VI, LP; and Charlesbank Equity Coinvestment Partners, LP. Minnesota Independent Equal Access Corporation

ATTACHMENT 1 Ownership The following entities hold, directly or indirectly a 10% or greater interest‘ in the Parties as calculated pursuant to the Commission ownership attribution rules for domestic and international telecommunications carriers: Ownership of MIEAC and Onvoy Before the Pro Forma Transactions 1) The following entities held a ten percent (10%) or greater direct and indirect interests in Minnesota Independent Equal Access Corporation: Name: Onvoy, Inc. Address: 300 South Highway 169, Suite 700 St. Louis Park, MN 55426 Citizenship: U.S. Principal Business: Telecommunications % Interest: 100% (directly in MIEAC) Name: Zayo Group, LLC ("Zayo Group") Address: 901 Front Street, Suite 200 Louisville, CO 80027 Citizenship: U.S. Principal Business: Holding Company % Interest: 100%(indirectly in MIEAC as 100% direct owner of Onvoy) 1 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests. A/73239605 .2

2) The following entity held a ten percent (10%) or greater direct interest in Onvoy, Inc.: Name: Zayo Group, LLC ("Zayo") Address: 901 Front Street, Suite 200 Louisville, CO 80027 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (directly in Onvoy) Ownership of MIEAC and Onvoy After the Pro Forma Transactions 1) The following entities hold a ten percent (10%) or greater direct and indirect interest in Minnesota Independent Equal Access Corporation: Name: Onvoy, Inc. Address: 300 South Highway 169, Suite 700 St. Louis Park, MN 55426 Citizenship: U.S. Principal Business: Telecommunications % Interest: 100% (directly in MIEAC) Name: Zayo Group Holdings, Inc. ("Holdings") Address: 901 Front Street, Suite 200 Louisville, CO 80027 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (indirectly in MIEAC as 100% direct owner of Onvoy) : 2) The following entity holds a ten percent (10%) or greater direct interest in Onvoy, Inc.: Name: Zayo Group Holdings, Inc. Address: 901 Front Street, Suite 200 Louisville, CO 80027 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (directly in Onvoy and indirectly in MIEAC) | Atta‘phment 1 — Page 2 A/73239605.2 bo .

Ownership of Zayo Group and Holdings Before and After the Pro Forma Transactions 1) The following entity holds a ten percent (10%) or greater direct interest in Zayo Group, LLC: Name: Zayo Group Holdings, Inc. Address: 901 Front Street, Suite 200 Louisville, CO 80027 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (directly in Zayo Group) 2) The following entity holds a ten percent (10%) or greater direct or indirect interest in Zayo Group Holdings, Inc.: Name: Communications Infrastructure Investments, LLC Address: 901 Front Street, Suite 200 Louisville, CO 80027 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (directly Holdings) 3) The following entities andindividuals hold a ten percent (10%) or greater, direct or indirect, interest in Communications Infrastructure Investments, LLC ("CII"): Name: Oak Investment Partners XI1I, Limited Partnership ("Oak Investment XII") Address: 525 University Avenue, Suite 1300 Palo Alto, CA 94301 Citizenship: U.S. Principal Business: Investments % Interest: 22.3% (directly in CIH) Name: Oak Associates XII, LLC ("Oak Associates") Address: 525 University Avenue, Suite 1300 Palo Alto, CA 94301 Citizenship: U.S. Principal Business: Investments % Interest: 22.3% (indirectly as general partner of Oak Investment XII) Attakhment 1 — Page 3 A/1T3239605.2

The following individuals are the executive managing members of Oak Associates, are all U.S. citizens, and can be reached through Oak Associates: Bandel L. Carano Edward F. Glassmeyer Ann H. Lamont Fredric W. Harman To the Parties‘ knowledge, no other person or entity, directly or indirectly, owns or control a 10% or more interest in CII through Oak Investments XIL Name: M/C Venture Partners VI, L.P. ("MCVP VI") Address: 75 State Street, Suite 2500 Boston, MA 02109 Citizenship: U.S. Principal Business: Investments % Interest: 20.3% (directly in CII) Name: M/C VP VI, L.P. Address: 75 State Street, Suite 2500 Boston, MA 02109 Citizenship: U.S. Principal Business: Investment Management % Interest: 20.3% (indirectly as the general partner of MCVP VJ) Name: M/C Venture Partners, LLC Address: 75 State Street, Suite 2500 Boston, MA 02109 Citizenship: U.S. Principal Business: Investment Management % Interest: 20.3% (indirectly as the general partner of M/C VP VI, LP.) The following individuals are the managing members of M/C Venture Partners, LLC, are all U.S. citizens, and can be reached through M/C Venture Partners, LLC: James F. Wade David D. Croll Matthew J. Rubins John W. Watkins John Van Hooser Attachment 1 — Page 4 A/73239605.2

Mr. Wade and Mr. Croll are also two of the five managers of M/C Venture Investors, L.L.C., which has a 0.6% direct interest in CIL. To the Parties‘ knowledge, no other person or entity, directly or indirectly, owns or control a 10% or more interest in CII through MVCP VI. Name: Columbia Capital Equity Partners IV (QP), L.P. ("Columbia Capital IV") Address: 201 N. Union Street, Suite 300 Alexandria, VA 22314 Citizenship: U.S. Principal Business: Investments % Interest: 18.5% (directly in CI) Name: Columbia Capital IV, LLC Address: 201 N. Union Street, Suite 300 Alexandria, VA 22314 Citizenship: U.S. Principal Business: Investment Management % Interest: 20.9% (indirectly in CII as the general partner of (i) Columbia Capital Equity Partners IV, L.P. which is the general partner of both Columbia Capital IV and Columbia Capital Equity Partners IV (QPCO), L.P. (2.3% direct interest in CII) and (ii) of Columbia Capital Employee Investors IV, L.P. (0.1% direct interest in CII)) The following individuals are the managing members of Columbia Capital IV, LLC, are all U.S. citizens, and can be reached through Columbia Capital IV, LLC James B. Fleming, Jr. R. Philip Herget, III Harry F. Hopper III These individuals also have indirect control other entities that have, in aggregate, a 0.4% direct interest in CIL. To the Parties‘ knowledge, no other person or entity, directly or indirectly, owns or controls a 10%or greater interest in CII through Columbia Capital IV or Columbia Capital IV, LLC. Atta#hment 1 — Page 5 A/73239605.2

Name: Charlesbank Equity Fund VI GP, Limited Partnership ("Charlesbank VI GP") Address: 200 Clarendon, 5th Floor Boston, MA 02116 Citizenship: U.S. Principal Business: Investment Management % Interest: 10.8% (indirectly in CII as the general partner of (i) Charlesbank Equity Fund VI, Limited Partnership (9.2% direct interest in CIH), (ii) CB Offshore Equity Fund VI (1.1% direct interest in CH), (iii) Charlesbank Equity Coinvestment Fund VI, LP (0.4% direct interest in CIH), and (iv) Charlesbank Equity Coinvestment Partners, LP (0.1% direct interest in CIH})) Name: Charlesbank Capital Partners, LLC Address: 200 Clarendon, 5th Floor Boston, MA 02116 Citizenship: U.S. Principal Business: Investment Management % Interest: 10.8% (indirectly in CII as the general partner of Charlesbank VI GP) Charlesbank Capital Partners, LLC is owned by its nine (9) managing members who are all U.S. citizens, and can be reached through Charlesbank Capital Partners, LLC: Michael Eisenson Tim Palmer Kim Davis Mark Rosen Michael Choe Brandon White Jon Biotti Andrew Janower Michael Thonis To the Parties‘ knowledge, no other person or entity, directly or indirectly, owns or controls a 10% or greater interest in CII through Charlesbank VI GP. To the Parties‘ knowledge, no other person or entity, directly or indirectly, owns or controls a 10% or greater interest in any of the Parties through CIL. Atta‘chment 1 — Page 6 A/73239605 .2

Aside from their affiliates, Onvoy, Zayo Bandwidth, LLC and Zayo Enterprise Networks, LLC, which are non—dominant foreign carriers in Canada, the Parties do not have an interlocking directorates with a foreign carrier. | Attthment 1 — Page 7 A/73239605.2

VERIFICATION I, Scott E. Beer, state that I am the Vice President, Secretary and General Counsel of Zayo Group, LLC, Zayo Group Holdings, Inc. and all other Parties (as defined therein) in the foregoing filing; that I am authorized to make this Verification on behalf of the Parties; that the foregoing filing was prepared under my direction and supervision; and that the contents 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 this H] * day of March, 2010 Scott E. Beer tg/ Vice President, Secretary and Generdl Counsel Zayo Group, LLC Zayo Group Holdings, Inc. 4y3


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Document Modified: 2019-04-15 20:16:45
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