Attachment Notification

This document pretains to ITC-T/C-20141007-00278 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2014100700278_1064431

Catherine Wang Brett P. Ferenchak catherine.wang@bingham.com brett.ferenchak@bingham.com October 7, 2014 Via IBFS Marlene H. Dortch, Secretary Federal Communications Commission 445 12th Street, S.W. Room TW-A325 Washington, DC 20554 Attn: International Bureau Re: Notification Regarding Pro Forma Change in Indirect Ownership of Lightower Fiber Networks II, LLC (f/k/a Sidera Networks, LLC) Dear Ms. Dortch: Lightower Fiber Networks II, LLC (formerly known as Sidera Networks, LLC) (the “Company”), by undersigned counsel and pursuant to 47 C.F.R. § 63.24(f), notifies the Commission that effective October 1, 2014, Yankee Metro Partners, LLC (“Yankee-LLC” or “Transferor”) was eliminated as an intermediate holding company in the Company’s chain of ownership resulting in a pro forma intra transfer of indirect ownership of Sidera (the “Pro Forma Transfer”). Sidera’s ultimate parent, LTS Group Holdings LLC (“LTS Holdings”), did not change as a result of the Pro Forma Transfer. In addition, the Company changed its name to “Lightower Fiber Networks II, LLC”. 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): Sections 63.18(a): Name, address and telephone number of the Company: Lightower Fiber Networks II, LLC 80 Central Street Boxborough, MA 01719 Tel: 978-264-6000 Sections 63.18(b): Organization of the Parties: The Company is a New York limited liability company. A/76398262.5

Marlene H. Dortch, Secretary October 7, 2014 Page 2 Yankee-LLC is a Delaware limited liability company. LTS Buyer LLC (“Transferee”) 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 Bingham McCutchen LLP 2020 K Street, N.W. Washington, DC 20006-1806 202-373-6000 (Tel) 202-373-6001 (Fax) catherine.wang@bingham.com brett.ferenchak@bingham.com Section 63.18(d): The Company holds international Section 214 authority to provide (1) global or limited global facilities-based service granted in IB File No. ITC 214-20101019-00408 and (2) global or limited global facilities-based and resale service granted in IB File No. ITC-214-20001128-00698. Sections 63.18(h): See Attachment 1 for the ownership of the Company. See Attachments 2 and 3, respectively for pre-Pro Forma Transfer and current corporate structure of the Company. The Company certifies that the Pro Forma Transfer described herein 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 Company or the Authorizations. * * * * 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 Lightower Fiber Networks II, LLC A/76398262.5

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 the Company as calculated pursuant to the Commission ownership attribution rules for international telecommunications carriers: a) 100% Direct or Indirect Owners of the Company Name: Sidera Networks, Inc. (“Sidera”) Address: 80 Central Street Boxborough, MA 01719 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (directly in the Company) Name: Yankee Metro Parent, Inc. (“Yankee-Parent”) Address: 80 Central Street Boxborough, MA 01719 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (indirectly in the Company as 100% owner of Sidera) Name: LTS Buyer, LLC (“LTS Buyer”) Address: 80 Central Street Boxborough, MA 01719 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (indirectly in the Company as 100% owner of Yankee-Parent) Name: LTS Intermediate Holdings C LLC (“Holdings-C”) Address: 80 Central Street Boxborough, MA 01719 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (indirectly in the Company as 100% owner of LTS Buyer) 1 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests. A/76398262.5

Name: LTS Intermediate Holdings B LLC (“Holdings-B”) Address: 80 Central Street Boxborough, MA 01719 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (indirectly in the Company as 100% owner of Holdings-C) Name: LTS Intermediate Holdings A LLC (“Holdings-A”) Address: 80 Central Street Boxborough, MA 01719 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (indirectly in the Company as 100% owner of Holdings-B) Name: LTS Group Holdings LLC (“LTS Holdings”) Address: 80 Central Street Boxborough, MA 01719 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (indirectly in the Company as 100% owner of Holding- A) b) Ownership of LTS Holdings The ownership of LTS Holdings has not materially changed since the Commission last considered the ownership in IB File No. ITC-T/C-20130107-00005. Certain investment funds and entities controlled and/or managed by Berkshire hold, in aggregate, 46.0 percent of the direct or indirect ownership interests of LTS Holdings, as follows: Attachment 1 - Page 2 A/74513476.1

Name Citizenship General Partner LTS Holdings Ownership Interest Berkshire Fund VII, L.P. Delaware Limited Seventh Berkshire 12.2% Partnership Associates LLC Berkshire Fund VII-A, L.P. Delaware Limited Seventh Berkshire 2.3% Partnership Associates LLC Berkshire Fund VIII, L.P. Delaware Limited Eighth Berkshire 20.72% Partnership Associates LLC Berkshire Fund VIII-A, L.P. Delaware Limited Eighth Berkshire 8.61% Partnership Associates LLC Berkshire Investors III LLC Massachusetts Limited N/A 0.71% Liability Company Berkshire Investors IV LLC Delaware Limited N/A 1.5% Liability Company Seventh Berkshire Associates LLC, Eighth Berkshire Associates LLC, Berkshire Investors III LLC and Berkshire Investors IV LLC all are directly controlled by the 17 Managing Directors of Berkshire, acting by a majority in voting interest. All the Managing Directors of Berkshire are U.S. citizens. The principal business of all the Berkshire entities described above is private equity, and all are located at 200 Clarendon Street, 35th Floor, Boston, MA 02116. Certain investment funds and entities affiliated with ABRY Partners, LLC hold, in aggregate, 10.46 percent of the direct or indirect ownership interests of LTS Holdings, as follows: Name: ABRY Partners VI, L.P. Principal Business: Private Equity Address: 111 Huntington Avenue, 29th Floor, Boston, MA 02199 Citizenship: Delaware Limited Partnership Ownership Interest: 9.63% The sole general partner of ABRY Partners VI, L.P. is ABRY VI Capital Partners, L.P., a Delaware limited partnership. The sole general partner of ABRY VI Capital Partners, L.P. is ABRY VI Capital Investors, LLC, a Delaware limited liability company. The sole owner of ABRY VI Capital Investors, LLC is Royce Yudkoff, a citizen of the United States. Additional investment funds affiliated with ABRY Partners, LLC (the “Other ABRY Funds”) hold, in the aggregate, approximately 0.8 percent of the direct or indirect ownership interests in LTS Holdings. The sole owner of the ultimate general partner of Attachment 1 - Page 3 A/74513476.1

each of the Other ABRY Funds is Royce Yudkoff. The principal place of business for the Other ABRY Funds and for Mr. Yudkoff is c/o ABRY Partners, LLC, 111 Huntington Avenue, 29th Floor, Boston, Massachusetts 02199. The following investment fund of Pamlico Capital holds direct and indirect ownership interests of LTS Holdings: Name: Pamlico Capital II, L.P. Principal Business: Private Equity Citizenship: Delaware Limited Partnership Ownership Interest: 10.1 directly or indirectly in LTS Holdings The general partner of Pamlico Capital II, L.P. is Pamlico Capital GP II, LLC, a Delaware limited liability company. Pamlico Capital GP II, LLC is controlled by a Board of Managers consisting of three Managing Partners of Pamlico Capital, all of whom are U.S. citizens. Pamlico Capital II, L.P. and Pamlico Capital GP II, LLC and its three Managers all are located at 150 N. College Street, Suite 2400, Charlotte, NC 28202. Certain investment funds and entities affiliated with HarbourVest Partners, LLC hold, in aggregate, 8.46 percent of the direct or indirect ownership interests of LTS Holdings, as follows: Name: HarbourVest Partners 2012 Direct Fund L.P. Principal Business: Private Equity Address: One Financial Center, 44th Floor, Boston MA 02111 Citizenship: Delaware Limited Partnership Ownership Interest: 3.78% The sole general partner of HarbourVest Partners 2012 Direct Fund L.P. is HarbourVest 2012 Direct Associates L.P., a Delaware limited partnership. The sole general partner of HarbourVest 2012 Direct Associates L.P. is HarbourVest 2012 Direct Associates LLC, a Delaware limited liability company. The managing member of HarbourVest 2012 Direct Associates LLC is HarbourVest Partners, LLC, a Delaware limited liability company. Name: Sunvest LLC Principal Business: Private Equity Address: One Financial Center, 44th Floor, Boston MA 02111 Citizenship: Delaware Limited Liability Company Ownership Interest: 2.33% The manager of Sunvest LLC is HarbourVest 2012 Direct Associates L.P., a Delaware limited partnership. The sole general partner of HarbourVest 2012 Attachment 1 - Page 4 A/74513476.1

Direct Associates L.P. is HarbourVest 2012 Direct Associates LLC, a Delaware limited liability company. The managing member of HarbourVest 2012 Direct Associates LLC is HarbourVest Partners, LLC, a Delaware limited liability company. Name: HarbourVest Partners IX-Buyout Fund L.P. Principal Business: Private Equity Address: One Financial Center, 44th Floor, Boston MA 02111 Citizenship: Delaware Limited Partnership Ownership Interest: 0.82% The sole general partner of HarbourVest Partners IX-Buyout Fund L.P. is HarbourVest IX-Buyout Associates L.P., a Delaware limited partnership. The sole general partner of HarbourVest IX-Buyout Associates L.P. is HarbourVest IX-Buyout Associates LLC, a Delaware limited liability company. The managing member of HarbourVest IX-Buyout Associates LLC is HarbourVest Partners, LLC, a Delaware limited liability company. Additional investment funds affiliated with HarbourVest Partners (the “Other HarbourVest Funds”) hold, in the aggregate, approximately 1.56 percent of the direct or indirect ownership interests in LTS Holdings. The majority of the ownership of the ultimate controlling entity of HarbourVest is held by 19 individuals (15 managing directors and four senior advisors). The principal place of business for the Other HarbourVest Funds and their respective general partners and managers is c/o HarbourVest Partners, LLC, One Financial Center, 44th Floor, Boston MA 02111. HarbourVest and certain other beneficial holders of ownership interests in LTS Holdings (each of whose interest individually constitute less than 10 percent of the total equity ownership of Holdings) (i) granted irrevocable proxies to Berkshire or Pamlico or (ii) hold their interests through a co-investment vehicle controlled by Berkshire or Pamlico. Consequently, Berkshire controls 63.7 percent of the voting interests of LTS Holdings and Pamlico controls 18.3 percent of the voting interests of LTS Holdings. To the Company’s knowledge, no other person or entity hold a direct or indirect 10 percent or greater ownership interest in LTS Holdings. Attachment 1 - Page 5 A/74513476.1

Answer to Question 12 - Section 63.18(h) Interlocking Directorates Except for an interlocking directorate with Sidera Networks UK Limited, which is a non- dominant foreign carrier in the United Kingdom providing telecommunications services pursuant to blanket authority, the Company does not have any interlocking directorates with a foreign carrier. The Company is a non-dominant foreign carrier in Canada holding a reseller registration and a license to provide basic international telecommunications services. Answer to Question 13 - Description of Transfers of Control Effective October 1, 2014, Yankee-LLC merged with and into LTS Buyer LLC, whereupon the separate existence of Yankee-LLC ceased and LTS Buyer LLC was the surviving entity. As a result Yankee-LLC was eliminated as an intermediate holding company in the chain of ownership for the Company. Since the ultimate ownership of the Company did not change, this intra-company change was pro forma in nature. Concurrently with the Pro Forma Transfer, the Company changed its name to “Lightower Fiber Networks II, LLC”. Attachment 1 - Page 6 A/74513476.1

ATTACHMENT 2 - LTS Group Holdings LLC Pre-Pro Forma Transactions LTS Intermediate Holdings A LLC Corporate Organization of Lightower LTS Intermediate Holdings B LLC LTS Intermediate Holdings C LLC LTS Buyer LLC Yankee Metro Partners, LLC Light Tower Light Tower Holdings LLC Clearinghouse LLC Yankee Metro Parent, Inc. Light Tower Metro Fiber LLC Sidera Networks, Inc. LT LLC Sidera Networks, LLC NEON Communications DataNet Communications Lexent Inc. Light Tower LLC (NY) Group, Inc. Group, Inc. Sidera Networks of Long Island, Inc. Sidera Networks of NEON Communications, Hudson Valley Open Access Light Tower Fiber LLC Virginia, Inc. (VA) Inc. DataNet, LLC Acquisition LLC Light Tower Management, Inc. Light Tower Fiber Connecticut Lexent Metro NEON Transcom, Inc. Connect, LLC Long Island LLC DataNet, LLC Light Tower Fiber New York, Inc. (NY) NEON Connect, Inc. New Jersey DataNet Telecom, LLC Sidera Networks UK Limited (UK) NEON Virginia Connect, Inc. Cross Connect Solutions, Inc. (PA) NEON Optica, Inc. NorthEast Optic Network of Connecticut, Inc. NorthEast Optic Network of New York, Inc.

ATTACHMENT 3 - Current Corporate LTS Group Holdings LLC Organization of Lightower LTS Intermediate Holdings A LLC LTS Intermediate Holdings B LLC LTS Intermediate Holdings C LLC LTS Buyer LLC Yankee Metro Parent, Inc. Light Tower Light Tower Holdings LLC Clearinghouse LLC Sidera Networks, Inc. Light Tower Metro Fiber LLC Light Tower Lightower Fiber Management, Inc. Networks I, LLC (f/k/a Light Tower Fiber Light Tower Fiber Long Island LLC) New York, Inc. (NY) Sidera Networks UK Limited (UK) Cross Connect Solutions, Inc. (PA) NEON Transcom, Inc. Lightower Fiber Networks II, LLC (f/k/a Sidera Networks, LLC)

VERIFICATION I, David L. Mayer, am General Counsel, Executive Vice President and Secretary of LTS Group Holdings LLC and each of its subsidiaries, including Lightower Fiber Networks II, LLC (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 this éwfi:day of October, 2014. / z_/ wz David L. Mayer & General Counsel, Executive Vice Pre31dent & Secretary LTS Group Holdings LLC Al74513476.1


Document Created: 2014-10-07 17:21:18
Document Modified: 2014-10-07 17:21:18
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