Attachment Transfer Application ITC-T/C-20160119-00041

Attachment Transfer Application

This document pretains to ITC-T/C-20160119-00041 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016011900041_1123037

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

)
In the Matter of the Joint Application of )
)
Communications Infrastructure )
Investments, LLC, Transferor, )
Onvoy, LLC, Licensee, ) WC Docket No. 16-_____________
Zayo Enterprise Networks, LLC, Licensee, )
Minnesota Independent Equal ) IB File Nos. ITC-T/C-2016________
Access Corporation, Licensee, ) ITC-T/C-2016________
Broadvox-CLEC, LLC, Licensee, ) ITC-T/C-2016________
Layered Communications, LLC, Licensee, )
)
and )
)
GTCR Onvoy Holdings 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 Licensees )
to GTCR Onvoy Holdings LLC )
)

JOINT APPLICATION

Communications Infrastructure Investments, LLC (“CII” or “Transferor”), Onvoy, LLC

(“Onvoy”), Zayo Enterprise Networks, LLC (“ZEN”), Minnesota Independent Equal Access

Corporation (“MIEAC”), Broadvox-CLEC, LLC (“BV-CLEC”), Layered Communications, LLC

(“Layered,” and together with Onvoy, ZEN, MIEAC and BV-CLEC, “Licensees”), and GTCR

Onvoy Holdings LLC (“Transferee”) (collectively, “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, request Commission approval for

the transfer of ownership and control of Licensees to Transferee and the intermediate holding

companies described below.

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

II. DESCRIPTION OF THE APPLICANTS

A. Communications Infrastructure Investments, LLC

CII was formed in 2007 to acquire and support the long-term development of fiber-based

bandwidth, solutions-oriented businesses. Through its subsidiaries, CII acquired indirect owner-

ship and control of Onvoy in 2007. Following various pro forma reorganizations, Onvoy became

a direct subsidiary of CII in 2014.1 CII has no majority owner, but Exhibit A sets forth the

entities and individuals that currently own or control a ten percent (10%) or greater, direct or

indirect, interest in CII.

B. Licensees

Onvoy has provided telecommunications services since 1988. Onvoy provides primarily

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

to other carriers and communications providers.

MIEAC is a wholly owned direct subsidiary of Onvoy that provides centralized equal ac-

cess.

ZEN is a wholly owned direct subsidiary of Onvoy that provides business data services

including Ethernet, Private Line, DIA, Virtual Private Networks, Voice Over Internet Protocol

(“VoIP”) services and managed services including audio conferencing. ZEN also provides some

traditional switched voice and data services.

1
See IB File No. ITC-T/C-20140714-00201 (the pro forma transfer of direct ownership of
Onvoy to CII).

2

BV-CLEC is a wholly owned direct subsidiary of Onvoy that provides access to the pub-

lic switched telephone network, telephone numbers and other functionalities to its wholesale

VoIP-provider affiliate, Broadvox, LLC (“BV-LLC”).2

Layered is a wholly owned direct subsidiary of Onvoy that is a communications enabler

for over the top providers, voice service providers, SMS providers, and mobile virtual network

operators. While Layered’s communications services are primarily IP-based, certain of its

services may be considered telecommunications services.

C. Transferee

Transferee is an investment vehicle created to aggregate the ownership of various in-

vestment funds managed by GTCR LLC in connection with the acquisition by such funds of

Onvoy and its subsidiaries. Founded in 1980, GTCR LLC is a private equity firm focused on

investing in growth companies in the Financial Services & Technology, Healthcare, Technology,

Media & Telecommunications and Growth Business Services industries. GTCR LLC pioneered

The Leaders Strategy™—finding and partnering with management leaders in core domains to

identify, acquire and build market-leading companies through transformational acquisitions and

organic growth. Since its inception, GTCR LLC has invested more than $12 billion in over 200

companies.

III. DESCRIPTION OF THE TRANSACTION

Pursuant to the Transaction Agreement by and among CII, Onvoy, Transferee, Onvoy

Holdings, Inc., a Delaware corporation (“Holdings Inc.”), Onvoy Intermediate Holdings, Inc., a

Delaware corporation (“Parent”), and Onvoy Merger Sub LLC, a Minnesota limited liability

2
BV-LLC, a Delaware limited liability company, does not provide regulated telecommu-
nications services, but rather provides wholesale VoIP services.

3

company (“Merger Sub”),3 dated as of December 31, 2015, the parties will complete a series of

transactions (the “Transactions”), including the merger of Merger Sub with and into Onvoy, with

Onvoy being the surviving entity (the “Onvoy Merger”). Immediately prior to the Onvoy Mer-

ger, Merger Sub will be a wholly owned direct subsidiary of Parent. Upon completion of the

Onvoy Merger, Onvoy will become a direct, wholly owned subsidiary of Parent. Upon comple-

tion of the Transactions, Parent will be a wholly owned subsidiary of Holdings Inc., which in

turn will be wholly owned by Transferee.

For the Commission’s reference, a chart depicting the pre- and post-Transactions owner-

ship of Licensees is provided as Exhibit A.

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:

Communications Infrastructure FRN: 0017603671
Investments LLC
1805 29th Street
Boulder, CO 80301
303-381-4677

3
Holdings Inc., Parent and Merger Sub were formed for the purposes of the Transactions.

4

Licensees:

Onvoy, LLC FRN: 0004323028
Minnesota Independent Equal FRN: 0004323036
Access Corporation
Zayo Enterprise Networks, LLC FRN: 0015331689
Broadvox-CLEC, LLC FRN: 0018774141
Layered Communications, LLC FRN: 0021005665
10300 6th Avenue North
Plymouth, MN 55441
800-933-1224

Transferee:

GTCR Onvoy Holdings LLC FRN: 0025192261
300 N. LaSalle Street, Suite 5600
Chicago, IL 60654
312-382-2173

(b) Jurisdiction of Organizations:

Transferor: CII is a limited liability company formed under the laws of Delaware.

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

ZEN, BV-CLEC and Layered are limited liability companies formed un-
der the laws of Delaware.

MIEAC is a corporation formed under the laws of Minnesota.

Transferee: Transferee is a limited liability company formed under the laws of Dela-
ware.

5

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

sent to:

For Applicants:
Russell M. Blau
Brett P. Ferenchak
Morgan, Lewis & Bockius LLP
2020 K Street, N.W., Suite 1100
Washington, DC 20006-1806
202-373-6000 (tel)
202-373-6001 (fax)
russell.blau@morganlewis.com
brett.ferenchak@morganlewis.com

With a copy for Licensees to With a copy for Transferee to:
Scott Sawyer, General Counsel Jeffrey Wright
Onvoy, LLC Stephen Master
218 Nayatt Rd. c/o GTCR LLC
Barrington, RI 02806 300 North LaSalle Street, Suite 5600
763-230-4660 Chicago, IL 60654
scott.sawyer@onvoy.com 312-382-2209 (tel)
jeffrey.wright@gtcr.com
stephen.master@gtcr.com
With a copy for CII to:
Christopher P. Yost
Communications Infrastructure In-
vestments, LLC
c/o Zayo Group
1805 29th Street
Boulder, CO 80301
303-381-4677
christopher.yost@zayo.com

(d) Section 214 Authorizations

Transferor: CII does not hold international or domestic Section 214 authority.

Licensees: 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
constructing and operating a fiber optic telecommunications facility be-
tween the United States and Canada, granted in IB File No. ITC-214-

6

19971205-00766 (old IB File No. ITC-97-769).4 Onvoy also is authorized
to provide interstate service by virtue of blanket domestic Section 214 au-
thority. 47 C.F.R. § 63.01.

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 au-
thority. 47 C.F.R. § 63.01.

MIEAC holds Section 214 authority to lease transmission facilities to pro-
vide centralized equal access service to interexchange carriers. See File
No. W-P-C6400 (August 22, 1990).

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.

Layered does not itself hold international Section 214 authority but recent-
ly notified the Commission, pursuant to 47 C.F.R. § 63.21(h), that it would
provide international telecommunications services pursuant to the interna-
tional Section 214 authorizations of Onvoy.5 Layered is authorized to
provide interstate service by virtue of blanket domestic Section 214 au-
thority. 47 C.F.R. § 63.01.

Transferor: Transferee does not hold international or domestic Section 214 authority.

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

rectly, a ten percent (10%) or greater interest6 in Applicants upon completion of the Transac-

4
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. Onvoy converted from a Minnesota corporation to a Minnesota limited liabil-
ity company resulting in the pro forma assignment of the authorizations. See IB File No. ITC-
ASG- 20140408-00120.
5
Letter from Russell M. Blau, Morgan, Lewis & Bockius LLP to Marlene H. Dortch,
Secretary, Federal Communications Commission, Section 63.21(h) Notice of Layered Networks
LLC, IBFS Confirmation No. IB2015002134 (filed Nov. 5, 2015).
6
Unless otherwise indicated, the ownership interests provided herein represent both equity
and voting interests.

7

tions, as calculated pursuant to the Commission’s ownership attribution rules for wireline and

international telecommunications carriers:

Post-Transactions Ownership of Licensees:

The following entity currently holds and, upon completion of the Transactions, will con-
tinue to hold a ten percent (10%) or greater direct interest in ZEN, MIEAC, BV-CLEC
and Layered:

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

Upon completion of the Transactions, the following entities will hold a ten percent (10%)
or greater direct or direct interest in Onvoy:

Name: Onvoy Intermediate Holdings, Inc. (“Parent”)
Address: 10300 6th Avenue North
Plymouth, Minnesota 55441
Citizenship: U.S. (Delaware)
Principal Business: Holding Company
% Interest: 100% (directly in Onvoy)

Name: Onvoy Holdings, Inc. (“Holdings Inc.”)
Address: 10300 6th Avenue North
Plymouth, Minnesota 55441
Citizenship: U.S. (Delaware)
Principal Business: Holding Company
% Interest: 100% (indirectly in Onvoy, as 100% direct owner of Par-
ent)

Name: GTCR Onvoy Holdings LLC (“Transferee”)
Address: c/o GTCR
300 N. LaSalle Street, Suite 5600
Chicago, IL 60654
Citizenship: U.S. (Delaware)
Principal Business: Holding Company
% Interest: 100% (indirectly in Onvoy, as 100% direct owner of Hold-
ings Inc.)

8

Post-Transaction Ownership of Transferee:

Upon completion of the Transaction, the following persons and entities will own or con-
trol a ten percent (10%) or greater direct or direct interest in Transferee:

Name: GTCR Fund X/A LP (“Fund X/A”)
Address: 300 N. LaSalle Street, Suite 5600
Chicago, IL 60654
Citizenship: U.S. (Delaware)
Principal Business: Investments
% Interest: 61.21% (directly in Transferee)7

Name: GTCR Fund X/C LP (“Fund X/C”)
Address: 300 N. LaSalle Street, Suite 5600
Chicago, IL 60654
Citizenship: U.S. (Delaware)
Principal Business: Investments
% Interest: 17.52% (directly in Transferee)

Name: GTCR Partners X/A&C LP
Address: 300 N. LaSalle Street, Suite 5600
Chicago, IL 60654
Citizenship: U.S. (Delaware)
Principal Business: Investments
% Interest: 78.73% (indirectly in Transferee as the general partner of
(i) Fund X/A and (ii) Fund X/C)

Name: GTCR Investment X LLC
Address: 300 N. LaSalle Street, Suite 5600
Chicago, IL 60654
Citizenship: U.S. (Delaware)
Principal Business: Investments
% Interest: 79.27% (indirectly in Transferee as the general
partner of (i) GTCR Partners X/A&C LP and (ii)
GTCR Co-Invest X LP (which has a 0.54% direct
interest in Transferee))

7
Fund X/A has one limited partner with an interest of ten percent (10%) or greater. That
limited partner, which owns approximately 12% of Fund X/A, is a U.S. public pension fund that
has a purely passive investment, and is insulated from involvement and has no control in partner-
ship affairs.

9

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
Constantine S. Mihas
Collin E. Roche
Sean L. Cunningham
Aaron D. Cohen

To the Transferee’s knowledge, no other person or entity, directly or indirectly, owns or
controls a ten percent (10%) or greater interest in Licensees through Transferee.

Except for Onvoy, ZEN and BV-LLC, which are each a non-dominant foreign carrier in

Canada, Transferee does not have any interlocking directorates with a foreign carrier. Specifical-

ly, Lawrence Fey is Executive Vice President, Chief Financial Officer and Treasurer of Trans-

feree and is also on the Board of Managers of Onvoy, ZEN and BV-LLC.

(i) (Answer to Question 14) Transferee certifies that it is not a foreign carrier and is

not currently affiliated, within the meaning of Section 63.09(e) of the Commission’s rules, 47

C.F.R. § 63.09(e), with any foreign carrier. Upon completion of the Transaction, Transferee will

be affiliated, within the meaning of Section 63.09(e) of the Commission’s rules, 47 C.F.R. §

63.09(e), with the following non-dominant foreign carriers in Canada:

(a) Onvoy, which holds a Reseller Registration;

(b) ZEN, which holds a Reseller Registration and Basic International Tele-
communications Services (“BITS”) License; and

(c) BV-LLC, which holds a Reseller Registration and BITS License.

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

trol of Licensees, 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% of Transferee and are parties to, or the beneficiar-

10

ies of, a contractual relation affecting the provision or marketing or international basic telecom-

munications services in the United States. However, upon completion of the Transactions,

Transferee will be affiliated with Onvoy, ZEN and BV-LLC, which are each a non-dominant

foreign carrier 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.

(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 not a

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

Member of the WTO.

(n) Transferee and Licensees 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

11

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) 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 Transactions is set forth in Section III above.

(a)(7) (i) Onvoy provides or is authorized to provide competitive local exchange

and/or interexchange telecommunications services in the District of Columbia and in every U.S.

state except Alaska, Arkansas (pending application), Hawaii, Mississippi, Tennessee and Ver-

mont (pending application). ZEN provides telecommunications services in Colorado, Idaho,

Indiana, Michigan, Minnesota, Ohio, Tennessee and Washington. MIEAC provides centralized

equal access services in Minnesota and North Dakota. BV-CLEC provides telecommunications

services to its affiliate, BV-LLC, pursuant to authorizations to provide competitive local ex-

change and/or interexchange telecommunications services in the District of Columbia and in

every U.S. state except Alaska, Delaware, Iowa and Maine. Layered provides communications

services primarily to other providers in California and New York.

(ii) Through Fund X/A and Fund X/C, to its knowledge, Transferee is current-

ly affiliated (as defined in the Act) with the following domestic telecommunications services

providers: (1) Telecommunications Management, LLC, which through its subsidiaries Ultra

Communications Group LLC and Avenue Broadband Communications LLC provides cable,

broadband and interconnected VoIP services to residential and commercial customers in parts of

12

(a)(12) Applicants submit that the Transactions are in the public interest. Licensees will

continue to be managed and operated by the same officers and personnel, but will be supple-

mented by management of Transferee and GTCR LLC. Further, Licensees may have access to

additional financial resources through their relationship with Transferee, enabling them to better

meet the needs of their customers and thus better compete in the telecommunications market-

place. At the same time, the Transactions will have no adverse impact on the customers of

Licensees. Immediately following the Transactions, Licensees will continue to provide high-

quality services at the same rates and on the same terms and conditions as are currently in effect.

The only change immediately following closing of the Transactions from a customer’s perspec-

tive will be that that Licensees’ ownership will change, with Transferee being their ultimate

parent.

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 transfer of

ownership and control of Licensees to Transferee.

Respectfully submitted,

/s/ Brett P. Ferenchak
Russell M. Blau
Brett P. Ferenchak
MORGAN, LEWIS & BOCKIUS LLP
2020 K Street, N.W.
Washington, DC 20006
202-373-6000 (Tel)
202-373-6001 (Fax)
russell.blau@morganlewis.com
brett.ferenchak@morganlewis.com

Counsel for Applicants

Dated: January 19, 2016

14

EXHIBIT A

Current Ten Percent Ownership of CII

The following entities currently hold, directly or indirectly, a ten percent (10%) or greater

interest in CII, as calculated pursuant to the Commission’s ownership attribution rules for

wireline and international telecommunications carriers:

Name: Oak Investment Partners XII, Limited Partnership (“Oak Invest-
ment 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 in CII as general partner of Oak Investment
XII)

The following individuals are the executive managing members of Oak Associ-
ates, 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 CII’s knowledge, no other person or entity, directly or indirectly, owns or con-
trols a 10% or more interest in CII through Oak Investments XII.

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 in CII 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 in CII 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 Venture Partners,
LLC:

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

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

To CII’s knowledge, no other person or entity, directly or indirectly, owns or con-
trols 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 Columbia Capi-
tal Equity Partners IV (QP), L.P. (9.88% direct interest in CII) and
Columbia Capital Equity Partners IV (QPCO), L.P. (1.22% direct
interest in CII))

Exhibit A - Page 2

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) Co-
lumbia Capital Equity Partners IV, L.P. and (ii) of Colum-
bia 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 Capital IV, LLC:

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

These individuals have indirect control of other entities that have, in the aggre-
gate, a 0.24% direct interest in CII.

To CII’s knowledge, no other person or entity, directly or indirectly, owns or con-
trols a 10% or greater interest in CII through Columbia Capital IV or Columbia
Capital IV, LLC.

Name: Charlesbank Equity Fund VI GP, Limited Partnership (“Charles-
bank 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 following
funds that have direct ownership interests in CII (i) Charlesbank
Equity Fund VI, Limited Partnership, (ii) CB Offshore Equity
Fund VI, (iii) Charlesbank Equity Coinvestment Fund VI, LP, and
(iv) Charlesbank Equity Coinvestment Partners, LP)

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 Charles-
bank VI GP)

Exhibit A - Page 3

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 CII’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))

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 Co-Invest X LP
(0.90% direct interest in CII))

Exhibit A - Page 4

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

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

To CII’s knowledge, no other person or entity, directly or indirectly, owns or con-
trols a 10% or greater interest in CII through GTCR Fund X/A LP, GTCR Part-
ners X/A&C LP or GTCR Investment X LLC.

Exhibit A - Page 5

EXHIBIT B

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

Current Corporate Organizational Structure of Licensee(s)

Communications Infrastructure
Investments, LLC
(“CII”)

Onvoy, LLC
(“Onvoy”)

Zayo Enterprise Broadvox-CLEC, LLC Minnesota Independent Emergency Layered
Networks, LLC (“BV-CLEC”) Equal Access Corporation Networks, LLC Communications, LLC
(“ZEN”) (“MIEAC”) (“Emergency Networks”) (“Layered”)

Broadvox, LLC VOIP360, Inc. RadiantIQ LLC
(“BV-LLC”)

Unless indicated all ownership percentages are 100%.

Exhibit B – Page 1

Post-Transactions Corporate Organizational Structure of Licensee(s)

See Page 3 for
Ownership of
Transferee

GTCR Onvoy Holdings LLC
(“Transferee”)

Onvoy Holdings, Inc.
(“Holdings Inc.”)

Onvoy Intermediate
Holdings, Inc.
(“Parent”)

Onvoy

ZEN BV-CLEC MIEAC Emergency Networks Layered

BV-LLC VOIP360, Inc. RadiantIQ LLC

Unless indicated all ownership percentages are 100%.

Exhibit B – Page 2

Post-Transactions Corporate Organizational Structure of Transferee

Members of Board of Managers -
Mark M. Anderson, Craig A.
Bondy, Philip A. Canfield, David
A. Donnini, Constantine S.
Mihas, Collin E. Roche, Sean L.
Cunningham, Aaron D. Cohen

GTCR Investment X LLC
General Partner1

GTCR Partners
X/A&C LP

General Partner

GTCR Fund X/A LP 2 GTCR Fund X/C LP
(“Fund X/A”) (“Fund X/C”)

Approx. Approx.
61.21% 17.52%

Transferee
1 GTCR Investment X LLC is also the general partner of GTCR

Co-Invest X LP, which will have approx. a 0.54% direct interest
in Transferee.
2 Fund X/A has one limited partner with an interest of 10% or
greater. That limited partner, which owns approximately 12% of
Fund X/A, is a U.S. public pension fund that has a purely
passive investment, and is insulated from involvement and has
Unless indicated all ownership percentages are 100%. no control in partnership affairs.

Exhibit B – Page 3

Document Created: 2016-01-19 14:38:08
Document Modified: 2016-01-19 14:38:08

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