Attachment Transfer Application

This document pretains to ITC-T/C-20150611-00144 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2015061100144_1092307

                                     Before the
                       FEDERAL COMMUNICATIONS COMMISSION
                                Washington, D.C. 20554



                                                      )
In the Matter of the Joint Application of             )
                                                      )
The Broadvox Holding Company, LLC,                    )
      Transferor,                                     )
Broadvox-CLEC, LLC, Licensee,                         )
                                                      )       WC Docket No. 15-_____________
and                                                   )
                                                      )       IB File No. ITC-T/C-2015________
Onvoy, LLC, Transferee,                               )
                                                      )
For Grant of Authority Pursuant to                    )
Section 214 of the Communications Act of 1934,        )
as amended, and Sections 63.04 and 63.24 of the       )
Commission’s Rules to Complete a Transfer of          )
Ownership and Control of Broadvox-CLEC, LLC           )
to Onvoy, LLC                                         )
                                                      )

                                      JOINT APPLICATION

          The Broadvox Holdings Company, LLC (“BV-Holding” or “Transferor”), Broadvox-

CLEC, LLC (“BV-CLEC” or “Licensee”), and Onvoy, LLC (“Onvoy” or “Transferee”) (collec-

tively, “Applicants”), pursuant to Section 214 of the Communications Act of 1934, as amended

(the “Act”), 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the Commission’s Rules, 47

C.F.R. §§ 63.04 & 63.24, respectfully request Commission approval for a Transaction (as

defined below) whereby Onvoy will acquire direct ownership and control of Licensee.

          In support of this Application, Applicants provide the following information:




DB3/376866834 7


II.       DESCRIPTION OF THE APPLICANTS

          A.      The Broadvox Holding Company, LLC and Broadvox-CLEC, LLC

          BV-CLEC is a Delaware limited liability company and currently a direct subsidiary of

BV-Holding, a Delaware limited liability company. BV-Holding is a wholly owned direct

subsidiary of Broadvox, Inc., an Ohio corporation. Currently, the following persons hold a 10%

or greater interest in Broadvox, Inc.:

                  Name:                  Andre Temnorod
                  Address:               75 Erieview Plaza, Ste. 400
                                         Cleveland, OH 44114
                  Citizenship:           U.S.
                  Principal Business:    Individual (Communications)
                  % Interest:            47.17%

                  Name:                  Eugene Blumin
                  Address:               75 Erieview Plaza, Ste. 400
                                         Cleveland, OH 44114
                  Citizenship:           U.S.
                  Principal Business:    Individual (Communications)
                  % Interest:            23.59%

                  Name:                  Alex Bederman
                  Address:               8440 E. Washington St., #207
                                         Chagrin Falls, OH 44023
                  Citizenship:           U.S.
                  Principal Business:    Individual (Investment)
                  % Interest:            23.59%

          BV-CLEC provides access to the public switched telephone network, telephone numbers

and other functionalities to its VoIP-provider affiliate, Broadvox, LLC (“BV-LLC”).1 BV-CLEC

is authorized to provide telecommunications services in the District of Columbia, and in every

state except Alaska, Delaware, Iowa, and Maine. BV-CLEC is authorized by the Commission to

provide interstate and international telecommunications services as described below.



1
        BV-LLC, a Delaware limited liability company, does not provide regulated telecommunications
services, but rather provides wholesale VoIP services.

                                                  2
DB3/376866834 7


          B.      Onvoy, LLC

          Onvoy is a limited liability company organized under the laws of the State of Minnesota.

Onvoy is a wholly owned, direct subsidiary of Communications Infrastructure Investments, LLC,

a Delaware limited liability company (“CII”). CII has no majority owner.

          Onvoy has been providing telecommunications service since 1988. Onvoy provides pri-

marily wholesale local exchange and long distance services, switched access, transit and other

services to other carriers and communications providers. Onvoy is authorized to provide intra-

state telecommunications services in the District of Columbia and in every state except Alaska,

Arkansas (pending application), Connecticut (pending application), Hawaii, Mississippi, Tennes-

see, Vermont (pending application), and West Virginia. Onvoy is authorized by the Commission

to provide domestic and international telecommunications services as described below.

III.      DESCRIPTION OF THE TRANSACTION

          Pursuant to a Membership Interest Purchase Agreement between/among BV-Holding and

Onvoy, dated as of June 10, 2015 (the “Agreement”), Onvoy will acquire all of the issued and

outstanding membership interests in BV-CLEC.2 As a result, direct ownership and control of

BV-CLEC will be transferred from BV-Holding to Onvoy; ultimate ownership and control of

BV-CLEC will be transferred to CII. For the Commission’s reference, a chart depicting the pre-

and post-Broadvox Transaction ownership of BV-CLEC is provided as Exhibit A.




2
         Pursuant to the Agreement, Onvoy will also acquire all of the issued and outstanding membership
interest in Broadvox, LLC (“BV-LLC”). Onvoy is not acquiring any other subsidiaries of BV-Holding as
part of the Transaction.

                                                   3
DB3/376866834 7


IV.       INFORMATION REQUIRED BY SECTION 63.24(e)

          Pursuant to Section 63.24(e)(2) of the Commission’s Rules, the Applicants submit the

following information requested in Section 63.18 (a)-(d) and (h)-(p) in support of this Applica-

tion:

          (a)     Name, address and telephone number of each Applicant:

          Transferor:

                  The Broadvox Holding Company, LLC          FRN: 0020262929
                  75 Erieview Plaza, Suite 400
                  Cleveland, Ohio 44114
                  216-373-4600

          Licensee:

                  Broadvox-CLEC, LLC                         FRN: 0018774141
                  75 Erieview Plaza, Suite 400
                  Cleveland, Ohio 44114
                  216-373-4600

          Transferee:

                  Onvoy, LLC                                 FRN: 0004323028
                  10300 6th Avenue North
                  Plymouth, Minnesota 55441
                  800-933-1224

          (b)     Jurisdiction of Organizations:

          Transferor:    BV-Holding is a corporation formed under the laws of Delaware.

          Licensee:      BV-CLEC is a limited liability company formed under the laws of Dela-
                         ware.

          Transferee:    Onvoy is a limited liability company formed under the laws of Minnesota.




                                                   4
DB3/376866834 7


           (c)    (Answer to Question 10) Correspondence concerning this Application should be

sent to:

For Transferee:                                   For Transferor and Licensee:
           Russell M. Blau                            James C. Falvey
           Brett P. Ferenchak                         Eckert Seamans Cherin & Mellott, LLC
           Morgan, Lewis & Bockius LLP                1717 Pennsylvania Avenue, N.W.
           2020 K Street, N.W., Suite 1100            12th Floor
           Washington, DC 20006-1806                  Washington, DC 20006
           202-373-6000 (tel)                         202-659-6655 (tel)
           202-373-6001 (fax)                         202-659-6699 (fax)
           russell.blau@morganlewis.com               jfalvey@eckertseamans.com
           brett.ferenchak@morganlewis.com

    with a copy to:                               with a copy to:
           Scott Sawyer, General Counsel               Alex Gertsburg, Esq.
           Onvoy, LLC                                  EVP - General Counsel
           10300 6th Avenue North                      Broadvox, Inc.
           Plymouth, MN 55441                          75 Erieview Plaza, Suite 400
           763-230-4660 (tel)                          Cleveland, Ohio 44114
           952-230-4300 (fax)                          216-373-4811 (tel)
           scott.sawyer@onvoy.com                      216-373-4812 (fax)
                                                       agertsburg@broadvox.com

           (d)    Section 214 Authorizations

           Transferor:   BV-Holding does not hold international or domestic Section 214 authority.

           Licensee:     BV-CLEC holds international Section 214 authority to provide global or
                         limited global facilities-based and resale services granted in IB File
                         No. ITC-214-20090529-00261. BV-CLEC is authorized to provide inter-
                         state service by virtue of blanket domestic Section 214 authority. 47
                         C.F.R. § 63.01.

           Transferee:   Onvoy holds international Section 214 authority (1) to provide global re-
                         sale 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 con-
                         structing and operating a fiber optic telecommunications facility between
                         the United States and Canada granted in IB File No. ITC-214-19971205-
                         00766 (old IB File No. ITC-97-769).3 Onvoy also is authorized to provide


3
        The international Section 214 authorizations were originally granted to Minnesota Independent
Interexchange Corporation, which subsequently merged into its parent company Onvoy, Inc. (f/k/a
Minnesota Equal Access Network Services). See IB File No. ITC-ASG-20070913-00379. Licensee

                                                 5
DB3/376866834 7


                         interstate service by virtue of blanket domestic Section 214 authority. 47
                         C.F.R. § 63.01.

                         The following subsidiaries of Onvoy also hold Section 214 authority:

                         Zayo Enterprise Networks, LLC (“ZEN”) holds international Section 214
                         authority to provide global or limited global facilities-based service and
                         global or limited global resale service granted in IB File No. ITC-214-
                         20091016-00444. ZEN is authorized to provide interstate service by virtue
                         of blanket domestic Section 214 authority. 47 C.F.R. § 63.01.

                         Minnesota Independent Equal Access Corporation (“MIEAC”) holds Sec-
                         tion 214 authority to lease transmission facilities to provide centralized
                         equal access (“CEA”) service to interexchange carriers. See File No. W-P-
                         C6400 (August 22, 1990).

          (h)     (Answer to Questions 11 & 12) The following entities will hold, directly or indi-

rectly, a 10% or greater interest4 in Applicants upon completion of the Transaction, as calculated

pursuant to the Commission’s ownership attribution rules for wireline and international tele-

communications carriers:

Post-Transaction Ownership of Licensee:

          The following entity will hold a ten percent (10%) or greater direct interest in Broadvox-
          CLEC, LLC:

                  Name:                 Onvoy, LLC
                  Address:              10300 6th Avenue North
                                        Plymouth, Minnesota 55441
                  Citizenship:          U.S.
                  Principal Business:   Telecommunications
                  % Interest:           100%




recently converted from a Minnesota corporation to a Minnesota limited liability company resulting in the
pro forma assignment of the authorizations. See IB File No. ITC-ASG- 20140408-00120.
4
       Unless otherwise indicated, the ownership interests provided herein represent both equity
and voting interests.

                                                   6
DB3/376866834 7


Current and Post-Transaction Ownership of Onvoy:

          The following entity holds a ten percent (10%) or greater direct interest in Onvoy, LLC:

                  Name:                  Communications Infrastructure Investments, LLC (“CII”)
                  Address:               1805 29th Street
                                         Boulder, CO 80301
                  Citizenship:           U.S.
                  Principal Business:    Holding Company
                  % Interest:            100% (directly in Onvoy)

Current and Post-Transaction Ownership of CII:

                  Name:                  Oak Investment Partners XII, Limited Partnership (“Oak
                                         Investment XII”)
                  Address:               525 University Avenue, Suite 1300
                                         Palo Alto, CA 94301
                  Citizenship:           U.S.
                  Principal Business:    Investments
                  % Interest:            12.34% (directly in CII)

                  Name:                  Oak Associates XII, LLC (“Oak Associates”)
                  Address:               525 University Avenue, Suite 1300
                                         Palo Alto, CA 94301
                  Citizenship:           U.S.
                  Principal Business:    Investments
                  % Interest:            12.34% (indirectly as general partner of Oak Investment
                                         XII)

                          The following individuals are the executive managing members of Oak
                          Associates, are all U.S. citizens, and can be reached through Oak Associ-
                          ates:

                                     Bandel L. Carano
                                     Edward F. Glassmeyer
                                     Ann H. Lamont
                                     Fredric W. Harman

                          To Transferee’s knowledge, no other person or entity, directly or indirect-
                          ly, owns or controls a 10% or more interest in CII through Oak Invest-
                          ments XII.




                                                   7
DB3/376866834 7


                  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:            10.83% (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:            10.83% (indirectly as the general partner of MCVP VI)

                  Name:                  M/C Venture Partners, LLC
                  Address:               75 State Street, Suite 2500
                                         Boston, MA 02109
                  Citizenship:           U.S.
                  Principal Business:    Investment Management
                  % Interest:            10.83% (indirectly as the general partner of M/C VP VI,
                                         L.P.)

                          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 Ven-
                          ture Partners, LLC:

                                 James F. Wade
                                 David D. Croll
                                 Matthew J. Rubins
                                 John W. Watkins
                                 John Van Hooser

                          Mr. Wade and Mr. Croll are also two of the five managers of M/C Venture
                          Investors, L.L.C., which has a 0.34% direct interest in CII.

                          To Transferee’s knowledge, no other person or entity, directly or indirect-
                          ly, owns or controls a 10% or more interest in CII through MVCP VI.

                  Name:                  Columbia Capital Equity Partners IV, L.P. (“Columbia
                                         Capital IV”)
                  Address:               201 N. Union Street, Suite 300
                                         Alexandria, VA 22314
                  Citizenship:           U.S.
                  Principal Business:    Investments
                  % Interest:            11. 10% (indirectly in CII as the general partner of Colum-
                                         bia Capital Equity Partners IV (QP), L.P. (9.88% direct in-


                                                   8
DB3/376866834 7


                                         terest in CII) and Columbia Capital Equity Partners IV
                                         (QPCO), L.P. (1.22% direct interest in CII))

                          Name:                  Columbia Capital IV, LLC
                          Address:               201 N. Union Street, Suite 300
                                                 Alexandria, VA 22314
                          Citizenship:           U.S.
                          Principal Business:    Investment Management
                          % Interest:            11.17% (indirectly in CII as the general partner of
                                                 (i) Columbia Capital Equity Partners IV, L.P. and
                                                 (ii) of Columbia Capital Employee Investors IV,
                                                 L.P. (0.08% 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 Capi-
                          tal IV, LLC:

                                                 James B. Fleming, Jr.
                                                 R. Philip Herget, III
                                                 Harry F. Hopper III

                          These individuals also have indirect control of other entities that have, in
                          the aggregate, a 0.24% direct interest in CII.

                          To Transferee’s knowledge, no other person or entity, directly or indirect-
                          ly, owns or controls a 10% or greater interest in CII through Columbia
                          Capital IV or Columbia Capital IV, LLC.

                  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:            10.80% (indirectly in CII as the general partner of the fol-
                                         lowing funds that have direct ownership interests in CII (i)
                                         Charlesbank Equity Fund VI, Limited Partnership, (ii) CB
                                         Offshore Equity Fund VI, (iii) Charlesbank Equity Coin-
                                         vestment Fund VI, LP, and (iv) Charlesbank Equity Coin-
                                         vestment Partners, LP)




                                                    9
DB3/376866834 7


                         Name:                 Charlesbank Capital Partners, LLC
                         Address:              200 Clarendon, 5th Floor
                                               Boston, MA 02116
                         Citizenship:          U.S.
                         Principal Business:   Investment Management
                         % Interest:           10.80% (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 Transferee’s knowledge, no other person or entity, directly or
                         indirectly, owns or controls a 10% or greater interest in CII through
                         Charlesbank VI GP.

                  Name:                 GTCR Fund X/A LP
                  Address:              300 N. LaSalle Street, Suite 5600
                                        Chicago, IL 60654
                  Citizenship:          U.S.
                  Principal Business:   Investments
                  % Interest:           10.15% (directly in CII)

                         Name:                 GTCR Partners X/A&C LP
                         Address:              300 N. LaSalle Street, Suite 5600
                                               Chicago, IL 60654
                         Citizenship:          U.S.
                         Principal Business:   Investments
                         % Interest:           13.05% (indirectly in CII as the general partner of
                                               (i) GTCR Fund X/A LP, and (ii) GTCR Fund X/C
                                               LP (2.90% direct interest in CII))




                                                  10
DB3/376866834 7


                         Name:                  GTCR Investment X LLC
                         Address:               300 N. LaSalle Street, Suite 5600
                                                Chicago, IL 60654
                         Citizenship:           U.S.
                         Principal Business:    Investments
                         % Interest:            13.14% (indirectly in CII as the general partner of
                                                (i) GTCR Partners X/A&C LP, and (ii) GTCR Fund
                                                X LP (0.90% direct interest in CII))

                         The following individuals are members of the board of managers of
                         GTCR Investment X LLC, are all U.S. citizens, and can be reached
                         through GTCR Investment X LLC:

                                        Mark M. Anderson
                                        Craig A. Bondy
                                        Philip A. Canfield
                                        David A. Donnini
                                        David S. Katz
                                        Constantine S. Mihas
                                        Collin E. Roche
                                        Sean L. Cunningham
                                        Aaron D. Cohen

                         To Transferee’s knowledge, no other person or entity, directly or indirect-
                         ly, owns or controls a 10% or greater interest in CII through GTCR Fund
                         X/A LP, GTCR Partners X/A&C LP or GTCR Investment X LLC.

          To the Transferee’s knowledge, no other person or entity, directly or indirectly, owns or
          controls a 10% or greater interest in Onvoy through CII.

          Except for its subsidiary, ZEN, which has the same officers and directors as Onvoy, On-

voy does not have any interlocking directorates with a foreign carrier. ZEN is a non-dominant

foreign carrier in Canada. In addition, Onvoy also holds a Reseller Registration in Canada and

thus is a non-dominant foreign carrier.

          (i)     (Answer to Question 14) Transferee certifies that it is a non-dominant foreign car-

rier in Canada. Transferee 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 ZEN, which is a non-dominant foreign

carrier in Canada by virtue of its Reseller Registration and Basic International Telecommunica-

tions Services (“BITS”) License. Upon completion of the Transactions, Onvoy will also be

                                                  11
DB3/376866834 7


affiliated with BV-LLC, which is a non-dominant foreign carrier in Canada by virtue of its

Reseller Registration and BITS License. Similarly, Licensee will be affiliated with Onvoy, ZEN,

and BV-LLC, a current affiliate of BV-CLEC.

          (j)     (Answer to Question 15) Transferee certifies that, through its acquisition of con-

trol of Licensee, Transferee does not seek to provide international telecommunications services

to any destination country where two or more foreign carriers (or parties that control foreign

carriers) own, in the aggregate more than 25 percent of Transferee and are parties to, or the

beneficiaries of, a contractual relation affecting the provision or marketing or international basic

telecommunications services in the United States. However, Transferee certifies that it is a non-

dominant foreign carrier and also is affiliated with a non-dominant foreign carrier as described in

(i) above. Upon completion of the Transaction, Transferee and Licensee will be affiliated with

multiple non-dominant foreign carriers, as described in (i) above.

          (k)     Transferee certifies that Canada is a Member of the World Trade Organization

(“WTO”). Onvoy, ZEN and BV-LLC are not on the Commission’s List of Foreign Telecommu-

nications Carriers that are Presumed to Possess Market Power in Foreign Telecommunications

Markets, released on January 26, 2007. In addition, each of these foreign carriers offers services

in competition with dominant foreign carriers and others.

          (l)     Transferee may resell international switched services of unaffiliated U.S. carriers

in order to provide telecommunications services to countries where it has a foreign carrier

affiliation. As demonstrated above and because Onvoy, ZEN and BV-LLC have less than 50

percent market share in the international transport and the local access markets on the foreign

end of the route, Transferee should be presumptively found to be non-dominant pursuant to

Section 63.10(a)(3) of the Commission’s rules, 47 C.F.R. § 63.10(a)(3).



                                                  12
DB3/376866834 7


          (m)     Transferee qualifies for a presumption of non-dominance under Section

63.10(a)(1) and (3) of the Commission’s rules, 47 C.F.R. § 63.10(a)(1,3), because it is a non-

dominant foreign carrier and is affiliated with non-dominant foreign carriers in a country that is a

Member of the WTO.

          (n)     Transferee and Licensee certify that they have not agreed to accept special con-

cessions directly or indirectly from any foreign carrier with respect to any U.S. international

route where the foreign carrier possesses market power on the foreign end of the route and will

not enter into such agreements in the future.

          (o)     Applicants certify that they are not subject to denial of federal benefits pursuant to

Section 5301 of the Anti-Drug Abuse Act of 1998. See 21 U.S.C. § 853a; see also 47 C.F.R. §§

1.2001-1.2003.

          (p)     Applicants respectfully submit that this Application is eligible for streamlined

processing pursuant to Section 63.12(a)-(b) of the Commission’s rules, 47 C.F.R. § 63.12(a)-(b).

Transferee qualifies for streamlined treatment under Section 63.12(c) because Transferee is not a

foreign carrier itself and otherwise qualifies for a presumption of non-dominance under Section

63.10(a)(3) for the reasons detailed in response to paragraphs (k), (l) and (m) above.


V.        INFORMATION REQUIRED BY SECTION 63.04

          Pursuant to Commission Rule 63.04(b), 47 C.F.R. § 63.04(b), Applicants submit the fol-

lowing information in support of their request for domestic Section 214 authority to transfer

control of Licensee to Onvoy in order to address the requirements set forth in Commission Rule

63.04(a)(6)-(12):

          (a)(6) A description of the proposed Transaction is set forth in Section III above.




                                                   13
DB3/376866834 7


          (a)(7) (i)      Licensee provides access to the public switched telephone network, tele-

phone number and other functionalities to its VoIP-provider affiliate, BV-LLC. Licensee pro-

vides such services pursuant authorizations to provide competitive local exchange and/or

interexchange telecommunications services in the District of Columbia and in every state except

Alaska, Delaware, Iowa, and Maine.

                  (ii)    Onvoy provides or is authorized to provide competitive local exchange

and/or interexchange telecommunications services in the District of Columbia and in every state

except Alaska, Arkansas (pending application), Connecticut (pending application), Hawaii,

Mississippi, Tennessee, Vermont (pending application), and West Virginia. ZEN provides

telecommunications services in Colorado, Idaho, Indiana, Michigan, Minnesota, Ohio, Tennes-

see and Washington. MIEAC provides centralized equal access services in Minnesota and North

Dakota.

                  (iii)   Through MCVP VI and its affiliates, to Transferee’s knowledge, Transfer-

ee is currently affiliated with PRWireless, Inc., a fixed wireless provider.

                  (v)     Through Columbia Capital IV, to its knowledge, Transferee is currently

affiliated with the following domestic telecommunications services providers: (1) AB license Co

LLC, a wireless license holder, (2) Cleveland Unlimited, LLC, a wireless license holder, (3)

Coral Wireless Licenses, LLC and Coral Wireless, LLC, wireless license holders, (4) Dominion

700, Inc., a wireless license holder, (5) PRWireless, Inc. and PRWireless, LLC, wireless license

holders, (6) Triad 700, LLC, a wireless license holder, and (7) Zayo Group, LLC, a bandwidth

provider.

                  (vi)    Through GTCR, to its knowledge, Transferee is currently affiliated with

the following domestic telecommunications services providers: (1) Telecommunications Man-



                                                  14
DB3/376866834 7


agement, LLC, a cable and broadband provider, and (2) Zayo Group, LLC, a bandwidth provid-

er.

                  (vii)   Through Oak Investment XII, to its knowledge, Transferee is currently af-

filiated with Zayo Group, LLC.

                  (viii) Through Charlesbank VI, to its knowledge, Transferee is currently affili-

ated with Zayo Group, LLC

                  (ix)    To Transferee’s knowledge, Transferee is not affiliated with any other tel-

ecommunications carriers.

           (a)(8) Applicants respectfully submit that this Application is eligible for streamlined pro-

cessing pursuant to Sections 63.03 of the Commission’s Rules, 47 C.F.R. §63.03. In particular, with

respect to domestic authority, this Application is eligible for streamlined processing pursuant to

Section 63.03(b)(2)(i) because, immediately following the Transaction, Transferee (and its Affili-

ates (as defined in the Act)) will have a market share in the interstate, interexchange market of

less than 10 percent, and Transferee (and its Affiliates) will provide competitive telephone

exchange services or exchange access services (if at all) exclusively in geographic areas served

by a dominant local exchange carrier that is not a party to the Transaction, and none of the

Applicants (or their Affiliates) are dominant with respect to any service.

           (a)(9) Other than its section 214 authorizations described in this Application, Licensee

does not hold any other authorizations or licenses from the Commission. Therefore, no other

applications are being filed with the Commission with respect to this Transaction.

           (a)(10) No party is requesting special consideration because it is facing imminent business

failure.

           (a)(11) Not applicable.



                                                   15
DB3/376866834 7


          (a)(12) Applicants submit that the transaction is in the public interest. The transaction

will bring together two successful enterprises that have demonstrated a long-standing commit-

ment to excellence in a highly competitive marketplace. Onvoy expects that the transaction will

enable the companies to better meet the local, national and global needs of enterprises, wholesale

buyers, and other customers. Customers of the combined company will benefit from the exten-

sive telecommunications experience and expertise of the combined company. The financial,

technical, and managerial resources that Onvoy will bring to BV-CLEC are expected to enhance

the ability of BV-CLEC to compete in the telecommunications marketplace. Further, the existing

network of BV-CLEC will enhance the ability of Onvoy to serve its customers.

          Moreover, the transaction will be conducted in a manner that will be transparent to BV-

CLEC customers and any future name change or service changes will be preceded by appropriate

notices to customers as well as any required regulatory filings. The transaction will not result in

any immediate change of carrier for customers or any assignment of authorizations, and in no

event will it result in the discontinuance, reduction, loss, or impairment of service to customers.

Following consummation of the transaction, BV-CLEC will continue to provide high-quality

communications services to its customers without interruption and without immediate change in

rates, terms or conditions. The only change immediately following closing of the transaction

from a consumer’s perspective is that Onvoy, and ultimately CII, will be the new owners of BV-

CLEC.




                                                 16
DB3/376866834 7


VI.       CONCLUSION

          For the reasons stated above, Applicants respectfully submit that the public interest,

convenience, and necessity would be furthered by a grant of this Application for the direct

transfer of ownership and control of Broadvox-CLEC, LLC to Onvoy, LLC.

                                             Respectfully submitted,


/s/ Alex Gertsburg                           /s/ Brett P. Ferenchak
Alex Gertsburg, Esq.                         Russell M. Blau
EVP - General Counsel                        Brett P. Ferenchak
Broadvox, Inc.                               MORGAN, LEWIS & BOCKIUS LLP
75 Erieview Plaza, Suite 400                 2020 K Street, N.W.
Cleveland, Ohio 44114                        Washington, DC 20006
216-373-4811 (tel)                           202-373-6000 (Tel)
216-373-4812 (fax)                           202-373-6001 (Fax)
agertsburg@broadvox.com                      russell.blau@morganlewis.com
                                             brett.ferenchak@morganlewis.com
For The Broadvox Holdings Company,
   LLC and Broadvox-CLEC, LLC                 Counsel for Onvoy, LLC

Dated: June 11, 2015




                                                17
DB3/376866834 7


                                        EXHIBIT A

         Diagrams of the Pre- and Post-Transaction Corporate Organization Structures




DB3/376866834 7


     Current Corporate Organizational Structure of BV-CLEC & BV-LLC



                                                                Broadvox, Inc.
                                                                                    I

                                                   The Broadvox Holding Company, LLC
                                                              ("BY-Holding")
                                                                                           I

I   BroadvoxGo!, LLC
                       I                   Techinvest Holding
                                             Company, LLC
                                                                                 Broadvox, LLC
                                                                                   ("BV LLC")    I
                                                                                                     Broadvox-CLEC, LLC
                                                                                                         ("BV-CLEC")
                                                                                                                          I

                                              Cypress
                                          Communications. LLC




                           I                                             I
              Cypress Communications,                      Cypress Communications,
           Holding Company of Virginia, LLC                Operating Company, LLC




    All ownership percentages are 100%.


                                                            Exhibit A - Page 1


             Current Corporate Organizational Structure of Onvoy



                                              Communications Infrastructure
                                                  Investments, LLC
                                                          ("CII")




                                                      Onvoy, LLC
                                          I             ("Onvoy")
                                                                              I

                         I                                                                     I
               I   VOIP360, Inc.
                                      I              Zayo Enterprise
                                                     Networks, LLC
                                                                                  Minnesota Independent Equal
                                                                                      Access Corporation
                                                         ("ZEN")




All ownership percentages are 100%.


                                                   Exhibit A - Page 2


Post-Closing Corporate Organizational Structure of Onvoy, BV-CLEC & BV-LLC



                                                    Communications Infrastructure
                                                        Investments, LLC
                                                              ("CII")




                                                            Onvoy, LLC
                                                I            ("Onvoy")
                                                                                    I

             I                       I                                                        I                     I
   I   VOIP360, Inc.
                       I      Zayo Enterprise
                              Networks, LLC
                                                    Minnesota Independent Equal
                                                        Access Corporation
                                                                                        Broadvox. LLC
                                                                                          ("BV LLC")
                                                                                                        I
                                                                                                            Broadvox-CLEC, LLC
                                                                                                                ("BV-CLEC")
                                                                                                                                 I
                                  ("ZEN")                    ("MIEAC")




       All ownership percentages are 100% .


                                                         Exhibit A - Page 3


                     Current & Post—Closing Corporate Organizational Structure of Cll
                                          Managing Members —            Members of Board of Managers —
                                       James F. Wade,‘ David D.           Mark M. Anderson, Craig A.
                                        Croll,! Matthew Rubins,         Bondy, Philip A. Canfield, Davi                                        ‘      Managing Members —          1
                                        John Watkins, John Van             A. Donnini, David 8. Kat,                                           t     Michael Eisenson,            ;
                                                  Hooser                Constantine S. Mihas, Collin E.                                        | Tim Palmer, Kim Davis,           |
                                                                         Roche, Sean L. Cunningham,                                            } Mark Rosen, Michael Choe,        |
                                                                                Aaron D. Cohen                     Managing Members —          } Brandon White, Jon Biott,        }
                                                                                                                  James B. Fleming, Jr.,       i     Andrew Janower,              i
  Executive Managing Membors — i              M/C Venture                                                          R. Philip Herget, II,                 Michael Thonis
                                                                                                                                               Iorectencess +                     i
  Bandel L. Carano, Edward F.. |              Parners, LLC:                                                        Harry F. Hopper IIP
                                                                              GTCR Investment
  Glassmeyer, Ann H. Lamont, .                                                      XLLG
       Fredric W. Harman      1
                 —           U
                                                                     General Partner®                                                                Charlesbank Capital
                                   General Partner
                                                                                                                                  R                     Partners, LLC
                                                                                                                        Columbia
    Oak Associates XlI, LLC                 MC VP VI, LP.
                                                                               GTCR Partners                        Capital IV, LLC
                                                                                 XIA&C LP                                                                            General Partner
                                                                                                          General Partner®
General Partner                     General Partner                   General Partner®
                                                                                                                                                          Charlesbank
   Oak InvestmentPartners                     M/C Venture                        GTCR Fund                       Columbia Capital Equity              Equity Fund VI GP,
    XIl, Limited Partnership                Partners VI, L.P.                       XALP                             Partners IV, L.P.                Limited Partnership
                                                                                                                              1                                  1   Indirect 10.80%
         1234%                               10.83%                             10.15%                       Indirect 11.10% .}                                  }   (General Partner)®
                                                                                                          (General Partner]® i1                                  1
                                                                                                                                                                 1



                                                                                                                     ® Columbia Capital Equity Partners IV, L.P. is the general partner
   !Mr. Wade and Mr. Croll are also 2 of the 5 managers of                                                           of () Columbia Capital Equity Partners IV (QP), L.P. and Columbia
   M/C Venture Investors, LL.C., which has approximately               Communications Infrastructure                 Capital Equity Partners IV (QPCO), LP. (which have approx. a
   a 0.34% direct interest in Cil                                            Investments, LLC                        9.88% and 1.22% direct interest in Cil respectively)
                                                                                    (eir)                            ® Columbia CapitalIV, LLC is the general partner of Columb ia
                                                                                                                     Capital Equity Partners IV, L.P. and Columbia Capital Employce
   ? These individuals also have indirect control of other entties                                                   Investors IV, L.P., which has approx. a 0.08% direct interest in CIl
   that have, in aggregate, approx. a 0.20% direct intorest in Cil
   * GTCR Partners XIARCLP is also the general partner of                        Onvoy, LLC
                                                                                                                     " Charlesbank Equity Fund VI GP, Limited Partnership is the
   GTCR Fund X/C LP, which has approximately a 2.90% direct                        (Onvoy)                           general partner of the following funds that collectively have an
   interest in Cil                                                                                                   approximately 10.80% direct interest in Cl Charlesbank Equity
                                                                                                                     Fund VI, Limited Partnership; CB Offshore Equity Fund V
   *GTCR Investment X LLC is also the general partner of GTCR                                                        Charlesbank Equity Coinvestment Fund V1, LP; and Charlesbank
   Fund X LP, which has approx. a 0.09%direct interest in Cil                                                        Equity Coinvestment Partners, LP
                                                                              Exhibit A— Page 4


                  Verifications




DB3/376866834 7


                                         VERIFICATION


          1, Scott Sawyer, state that I am General Counsel of Onvoy, LLC (the "Company"); that I

am authorized to make this Verification on bebalf 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.

         1 declare under penalty of perjury that the foregoing is true and correct. Executed this
                 Junk
“mday ofMe§ 2015.



                                               Scott Sawyer
                                               General Counse
                                               Onvoy, LLC




                                                                                                    rec
pesrooiosess 1


                                            VERIFICATION


            I, Eugene Blum in, state that I am Chief Operating Officer of Broadvox, Inc. and a

corporate officer of its subsidiaries (collectively, the "Company"), including The Broadvox

Holding Company, LLC and Broadvox-CLEC, LLC; 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
 yi--               1:,M
\_1 _ day ofMfty 2015.




                                                  Eugene Blumin
                                                  Chief Operating Officer
                                                  Broadvox, Inc.




                                                                                                       FCC
DBJ/200 199279. 1



Document Created: 2019-04-20 11:04:02
Document Modified: 2019-04-20 11:04:02

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