Attachment Transfer Application

This document pretains to ITC-T/C-20161121-00333 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016112100333_1159186

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


In the Matter of the Application of            )
                                               )
CROWN CASTLE INTERNATIONAL CORP. )
                                               )
and                                            )            WC Docket No. 16-_______
                                               )
NEXTERA ENERGY, INC.                           )            File No. ITC-T/C-2016__________
                                               )
for 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 Transfer Control of FPL FiberNet, LLC )
and NextEra FiberNet, LLC, Domestic and        )
International Service Carriers                 )


                                      JOINT APPLICATION

I.     INTRODUCTION

       A.      Summary of Transaction

       Crown Castle International Corp. (“CCIC” or “Transferee”) and NextEra Energy, Inc.

(“NEE” or “Transferor”) (Transferee and Transferor are collectively referred to as “Applicants”)

respectfully request authority pursuant to Section 214 of the Communications Act of 1934, as

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

47 C.F.R. §§ 63.04, 63.24, to transfer control of FPL FiberNet, LLC (“FPLFN”) and NextEra

FiberNet, LLC (“NEFN” and together with FPLFN, the “Licensees”), entities that hold authority

under Section 214 to provide domestic and international telecommunications services on a

competitive basis, from Transferor to Transferee (the “Transaction”). Although the Transaction

will result in a change in the ultimate ownership of Licensees, no assignment of licenses, assets,

or customers will occur as a consequence of the proposed Transaction. Licensees will continue


to provide service to their existing customers under the same rates, terms, and conditions.

Accordingly, the Transaction will be transparent to the customers of Licensees.

       B.      Request for Streamlined Processing

       Applicants respectfully submit that this Application is eligible for streamlined processing

pursuant to Sections 63.03 and 63.12 of the Commission’s Rules, 47 C.F.R. §§ 63.03 & 63.12.

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, (1)

Applicants (including their Affiliates, as that term is defined in Section 3(1) of the Act)

combined will hold less than a ten percent (10%) share of the interstate, interexchange market;

(2) Applicants and their Affiliates will provide competitive telephone exchange services or

exchange access services exclusively in geographic areas served by dominant local exchange

carriers (none of which is a party to the proposed Transaction) and; (3) neither the Applicants nor

any of their Affiliates are regulated as dominant with respect to any service.

       With respect to international authority, 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).

In particular, Section 63.12(c)(1) is inapplicable because none of the Applicants is a foreign carrier,

or is affiliated with any foreign carriers, and none of the scenarios outlined in Section 63.12(c) of

the Commission’s Rules, 47 C.F.R. § 63.12(c), applies.

II.    DESCRIPTION OF THE APPLICANTS

       A.      Crown Castle International Corp. (Transferee)

       CCIC is a publicly traded (NYSE: CCI) Delaware corporation that, to the knowledge of

its management, does not have any owners that hold a 10% or greater direct or indirect interest in

CCIC. Since January 1, 2014, CCIC has operated as a real estate investment trust (“REIT”) for

U.S. federal income tax purposes. CCIC, through certain of its indirect subsidiaries, owns,



                                                  2


operates, leases, or manages approximately 40,000 towers and rooftop sites for wireless

communications equipment with a significant presence in the top 100 U.S. markets. (CCIC and

its subsidiaries are collectively referred to as “Crown Castle”.)

       Crown Castle Operating Company (“CCOC”), a subsidiary of CCIC, is the direct owner

of Crown Castle Solutions LLC (“Solutions”). Subsidiaries of Solutions deploy small cell nodes

supported by approximately 17,000 miles of fiber in the United States. Subsidiaries of CCOC

(see Exhibit B for a list of affiliates that provide telecommunications services (collectively, the

“OpCos”)) provide transport, backhaul, and distributed antenna system (DAS)/Small Cell

services as well as dedicated point-to-point telecommunications services. Wholly owned

subsidiaries of CCOC hold authorizations to provide intrastate telecommunications services in

the District of Columbia and every state except Alaska, Maine, Montana, Vermont, and

Wyoming. CCOC also directly owns CC FN Holdings LLC (“Purchaser”), a Delaware limited

liability company, created for the purposes of the Transaction.

       A diagram showing the current corporate structure of Transferee is included in Exhibit A.

       B.      NextEra Energy, Inc. (Transferor) and Licensees

       NEE is a publicly traded (NYSE:NEE) Florida corporation that, to the knowledge of its

management, does not have any owners that hold a 10% or greater direct or indirect interest in

NEE.1 NEE is the ultimate parent of NEFN and FPLFN. NEFN is a Delaware limited liability

company. FPLFN is a Delaware limited liability company and wholly owned subsidiary of FPL

FiberNet Holdings, LLC (“FPL Holdings”), a Delaware limited liability company. Both NEFN

and FPL Holdings are wholly owned subsidiaries of FN Investments, LLC, which in turn is a



1       Additional information regarding the ownership of NextEra Energy, Inc. is available at
https://www.sec.gov/Archives/edgar/data/753308/000119312516525731/d149261ddef14a.htm.




                                                  3


wholly owned subsidiary of NextEra Energy Capital Holdings, Inc., which in turn is a wholly

owned subsidiary of NEE.

       Licensees are fiber services providers that combined own or have rights to approximately

11,500 route miles of fiber installed and under construction in Florida and Texas, inclusive of

approximately 6,000 route miles of fiber in top metro markets. Together, Licensees provide

interstate and intrastate telecommunications services to carriers, ISPs, commercial, government

and enterprise customers located in Florida, Georgia, Louisiana, Oklahoma, and Texas. FPLFN

operates throughout most major metropolitan areas in Florida and Atlanta, Georgia, with its

extensive long-haul and metro fiber-optic networks. NEFN operates a regional long haul

broadband transport business in Texas, Arkansas, Louisiana and Oklahoma with fiber facilities

and networks located in major metropolitan areas in Texas and provides certain resold interstate

long haul circuits.

       A diagram showing the current corporate structure of the Licensees is included in Exhibit A.

III.   DESCRIPTION OF THE TRANSACTION

       Pursuant to the terms of a Purchase and Sale Agreement (the “Agreement”) dated as of

November 1, 2016, by and among Transferor, FN Investments, LLC, Purchaser, and CCIC,

Purchaser will acquire all of the membership interests of NEFN, FPL Holdings, and another

subsidiary FPL TEL, LLC from Transferor. As a result, at closing of the Transaction, Licensees

will become each an indirect wholly owned subsidiary of CCOC and, ultimately, CCIC. For the

Commission’s reference, charts depicting the Applicants’ current ownership structure, as well as

the expected ownership structure post-closing are provided as Exhibit A.

IV.    PUBLIC INTEREST STATEMENT

       Applicants submit that the Transaction will serve the public interest. The financial,

technical, and managerial resources that CCIC will bring to Licensees are expected to enhance



                                                4


the ability of Licensees to compete in the telecommunications marketplace. Further, the existing

network of Licensees will enhance the ability of CCIC’s other indirect subsidiaries to serve their

customers. At the same time, the proposed Transaction will have no adverse impact on the

customers of Licensees. Immediately following the Transaction, Licensees will continue to

provide service at the same rates, terms, and conditions. The Transaction will be transparent to

customers because the only change immediately following the closing from a customer’s

perspective is that ultimately CCIC will be the new indirect owner of Licensees.

       Furthermore, the transfer of control of the Licensees to Transferee will not have an

adverse effect on competition in the markets for intrastate or interstate telecommunications

services because Licensees and OpCos largely provide different services. The OpCos almost

exclusively provide DAS and/or small cell services to the four nationwide wireless carriers with

two of the OpCos (Sunesys, LLC and Sunesys of Virginia, Inc.) providing dedicated point-to-

point telecommunications services to enterprise, government, and non-profit customers, in

addition   to   serving   wireless   and   other       wireline   carriers.   The   Licensees   provide

telecommunications services to wireline carriers, ISPs, commercial, government and enterprise

customers. None of the Applicants or their respective affiliates provides traditional switched

telecommunications services.

       The Transaction is expected to strengthen and increase Crown Castle’s fiber footprint

available for small cell deployments in top metro markets. Licensees own or have rights to

approximately 11,500 miles of fiber installed and under construction in Florida and Texas,

inclusive of approximately 6,000 route miles of fiber in top metro markets. Licensees’ fiber

footprint is complementary to Crown Castle’s existing 17,000 miles of fiber. The Applicants’

service areas overlap in certain parts of Florida and Texas, but Applicants do not serve the same




                                                   5


buildings with fiber facilities. The combination of the networks of Licensees, Transferee, and

their respective affiliates will strengthen their ability to compete with larger providers for

customers.

V.     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

Application:

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

       Transferee

       Crown Castle International Corp.                                    FRN: 0008925232
       1220 Augusta Drive, Suite 600
       Houston, TX 77057
       Tel: 713-570-3000

       Transferor

       NextEra Energy, Inc.                                                FRN: 0025433889
       700 Universe Blvd.
       Juno Beach, FL 33408
       Tel: (561) 694-4000

       Licensees

       FPL FiberNet, LLC                                                   FRN: 0008338683
       NextEra Fibernet, LLC                                               FRN: 0020136925
       9250 West Flagler Street
       Miami, FL 33174
       Tel: (305) 552-2104

63.18 (b)      Jurisdiction of Organizations:

       Transferee:    CCIC is a Delaware corporation.

       Transferor:    NEE is a Florida corporation.

       Licensees:     FPLFN is a Delaware limited liability company.
                      NEFN is a Delaware limited liability company.




                                                6


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

For Crown Castle:                                    For Transferor and Licensees:
   Tamar Finn, Esq.                                       Mark W. Brennan, Esq.
   Danielle Burt, Esq.                                    Cara O. Schenkel, Esq.
   Morgan, Lewis & Bockius LLP                            Hogan Lovells US, LLP
   2020 K Street, N.W., Suite 1100                        555 13th Street, NW
   Washington, DC 20006-1806                              Washington, DC 20004
   202-373-6000 (tel)                                     202-637-5600 (tel)
   202-373-6001 (fax)                                     202-637-5910 (fax)
   tamar.finn@morganlewis.com                             mark.brennan@hoganlovells.com
   danielle.burt@morganelewis.com                         cara.schenkel@hoganleovells.com

with a copy to:                                      with a copy to:
   Mark Mazzei, Esq.                                      William P. Cox, Esq.
   Associate General Counsel                              Senior Attorney
   Crown Castle                                           Florida Power & Light Company
   ATTN: Michelle Salisbury, Legal Dept.                  700 Universe Blvd.
   2000 Corporate Drive                                   Juno Beach, FL 33408
   Canonsburg, PA 15317                                   (561) 304-5662 (tel)
   510-290-3086 (tel)                                     will.p.cox@fpl.com
   mark.mazzei@crowncastle.com


63.18 (d)         (Answer to Question 10) Section 214 Authorizations

                  Transferee:   Transferee does not hold any Section 214 authority.

                  Transferor:   Transferor does not hold any Section 214 authority.

                  Licensees:    FPLFN holds blanket domestic Section 214 authority and holds
                                international Section 214 authority granted in File No. ITC-214-
                                20101014-00406.

                                NEFN holds blanket domestic Section 214 authority and holds
                                international Section 214 authority granted in File No. ITC-214-
                                20101117-00470.

63.18 (h)         (Answer to Questions 11 and 12) Ownership

       Upon completion of the Transaction, the following persons or entities will directly or
       indirectly own 10% or greater of Licensees as calculated pursuant to the Commission’s
       ownership attribution rules for wireline telecommunications carriers:




                                                 7


1.     Upon completion of the Transaction, the following entity will hold 100% of the
stock of FPLFN:

       Name:                 FPL Fibernet Holdings, LLC
       Address:              9250 West Flagler Street
                             Miami, FL 33174
       Ownership Interest:   100% (directly)
       Citizenship:          U.S. (Delaware)
       Principal Business:   Holding Company

2.     Upon completion of the Transaction, the following entity will hold 100% of the
equity of NEFN and FPL Holdings:

       Name:                 CC FN Holdings LLC
       Address:              1220 Augusta Drive, Suite 600
                             Houston, TX 77057
       Ownership Interest:   100% (directly)
       Citizenship:          U.S. (Delaware)
       Principal Business:   Holding Company

3.      Upon completion of the Transaction, the following entities will have a 10% or
greater direct or indirect interest in Purchaser:

       1)     Name:                  Crown Castle Operating Company
              Address:               1220 Augusta Drive, Suite 600
                                     Houston, TX 77057
              Ownership Interest:    100% (directly in Purchaser)
              Citizenship:           U.S. (Delaware)
              Principal Business:    Holding Company

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

       CCIC is a publicly traded company (NYSE: CCI) whose stock ownership varies
       on a daily basis. Based on the SEC Schedules 13G filed with respect to CCIC and
       the SEC Forms 13F filed to report ownership interests in CCIC as of September
       30, 2016, to the knowledge of CCIC’s management, no person or entity currently
       holds a 10% or greater direct or indirect interest in CCIC. Additional information
       regarding          CCIC’s          ownership           is      available         at
       http://www.crowncastle.com/investor/proxy/CurrentProxy.pdf.




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       No other person or entity is expected to hold a 10% or greater ownership interest in the
       Licensees pursuant to the Commission’s attribution rules as a result of the consummation
       of the Transaction.

       Applicants do not have any interlocking directorates with a foreign carrier.

63.18 (i)     (Answer to Question 14) Applicants certify that they are not foreign carriers, nor
              are they affiliated with foreign carriers, nor will they become affiliated with
              foreign carriers as a result of this Transaction.

63.18 (j)     (Answer to Question 15) Applicants certify that they do not seek to provide
              international telecommunications services to any destination country where:

              (1)     An Applicant is a foreign carrier in that country; or

              (2)     An Applicant controls a foreign carrier in that country; or

              (3)     Any entity that owns more than 25 percent of an Applicant, or that
                      controls an Applicant, controls a foreign carrier in that country; or

              (4)     Two or more foreign carriers (or parties that control foreign carriers) own,
                      in the aggregate more than 25 percent of an Applicant 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.

63.18 (k)     Not applicable.

63.18 (l)     Not applicable.

63.18 (m)     Not applicable.

63.18 (n)     As evidenced by the signature of each Applicant to this Application, Applicants
              certify that they have not agreed to accept special concessions 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.

63.18 (o)     As evidenced by the signature of each Applicant to this Application, Applicants
              certify that they are not subject to denial of federal benefits pursuant to Section
              5301 of the Anti-Drug Abuse Act of 1988. See 21 U.S.C. § 853a. See also 47
              C.F.R. §§ 1.2001-1.2003.

63.18 (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). In particular, Section 63.12(c)(1) is inapplicable because none of the
              Applicants is or is affiliated with any foreign carriers, and none of the scenarios




                                                9


              outlined in Section 63.12(c) of the Commission’s Rules, 47 C.F.R. § 63.12(c),
              applies.

VI.    INFORMATION REQUIRED BY SECTION 63.04

       In lieu of an attachment, pursuant to Commission Rule 63.04(b), 47 C.F.R. § 63.04(b),

Applicants submit the following information in support of their request for domestic Section 214

authority in order to address the requirements set forth in Commission Rule 63.04(a)(6)-(12), 47

C.F.R. § 63.04(a)(6)-(12):

63.04(a)(6): Description of the Transaction

       A description of the proposed Transaction is set forth in Section III above.

63.04(a)(7): Geographic Areas Served

       The Applicants and their affiliates offer domestic telecommunications services in the U.S.
       as follows:

       Licensees: FPLFN currently provides intrastate telecommunications services in Florida
       and Georgia. NEFN currently provides intrastate telecommunications services in
       Louisiana, Oklahoma, and Texas.

       Transferee: Transferee is not authorized to provide domestic telecommunications. One or
       more subsidiaries of Transferee (see Exhibit B for a list of affiliates that provide
       telecommunications services (collectively, the “OpCos”)) provide transport, backhaul,
       and DAS/small cell services or dedicated point to point telecommunications services in
       Alabama, Arizona, California, Colorado, Delaware, Florida, Georgia, Illinois, Indiana,
       Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Minnesota,
       Mississippi, Missouri, Nebraska, Nevada, New Jersey, New Mexico, New York, North
       Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas,
       Utah, Virginia, Washington, and Wisconsin. In addition, one or more of the OpCos are
       authorized to provide intrastate telecommunications services, but none of the OpCos
       currently provide such services, in Arkansas, Connecticut, the District of Columbia,
       Hawaii, Idaho, Iowa, New Hampshire, North Dakota, South Dakota, and West Virginia.

       In addition, Transferee is affiliated with the following companies that hold licenses or
       authorizations from the FCC:

              Crown Communication LLC: CF - Point to Point Microwave, Common Carrier;

              OP LLC: BC - License to operate on the 1670-1675 MHz Band; and

              Pinnacle Towers LLC: IG - Below 800 MHz Industrial/Business Pool, Private,
              Conventional.



                                               10


63.04(a)(8): Streamlining Categorization

       This Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i)
       of the Commission’s Rules because, immediately following the Transaction, (1)
       Applicants (including their Affiliates, as that term is defined in Section 3(1) of the Act)
       combined will hold less than a ten percent (10%) share of the interstate, interexchange
       market; (2) Applicants and their Affiliates will provide competitive telephone exchange
       services or exchange access services exclusively in geographic areas served by dominant
       local exchange carriers (none of which is a party to the proposed Transaction) and; (3)
       neither the Applicants nor any of their Affiliates are regulated as dominant with respect to
       any service.

63.04(a)(9): Additional FCC Applications

       By this Application, Applicants seek authority with respect to both international and
       domestic Section 214 authorizations (this Application is being separately and
       concurrently filed with respect to both types of authorities in compliance with
       Commission Rule 63.04(b), 47 C.F.R. § 63.04(b)). No other applications are being filed
       with the Commission with respect to this Transaction.

63.04(a)(10): Special Consideration Requests

       Although neither party to the Transaction is facing imminent business failure, prompt
       completion of the proposed Transaction is critical to ensure that Applicants can obtain the
       benefits described in this Application. Accordingly, Applicants respectfully request that
       the Commission approve this Application expeditiously.

63.04(a)(11): Waiver Requests

       No waiver requests are being filed in conjunction with the Transaction.

63.04(a)(12): Public Interest Statement

       A statement showing how grant of the application will serve the public interest,
       convenience, and necessity is provided in Section IV above.




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VII.   CONCLUSION

       Based on the foregoing, the Applicants respectfully submit that the public interest,

convenience, and necessity would be furthered by grant of this Application.

                                            Respectfully submitted,

 /s/ Mark Brennan                            /s/ Tamar Finn

Mark W. Brennan, Esq.                       Tamar Finn, Esq.
Cara O. Schenkel, Esq.                      Danielle Burt, Esq.
Hogan Lovells US, LLP                       Morgan, Lewis & Bockius LLP
555 13th Street, NW                         2020 K Street, N.W.
Washington, DC 20004                        Washington, DC 20006-1806
202-637-5600 (tel)                          202-373-6000 (tel)
202-637-5910 (fax)                          202-373-6001 (fax)
mark.brennan@hoganlovells.com               tamar.finn@morganlewis.com
cara.schenkel@hoganleovells.com             danielle.burt@morganlewis.com


Counsel for Transferor and Licensees        Counsel for Transferee

Date: November 21, 2016




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                     LIST OF EXHIBITS

EXHIBIT A   Corporate Structure Charts

EXHIBIT B   OpCos


                             EXHIBIT A

Current, Post-Closing, and Post-Intracompany Changes Company Structure


Exhibit A - Page 1


                                                                    CURRENT ORGANIZATIONAL CHART

      * The entities listed herein only include CCOC                                   Shareholders
      and those subsidiaries of CCOC that (1) hold
      authorization to provide intrastate, interstate or
      international telecommunications services or (2)
      are in the chain of ownership of those entities.                      Crown Castle International Corp.
      The chart excludes subsidiaries of CCOC that                                        (“CCIC”)
      do not hold authorization to provide intrastate,
      interstate or international telecommunications
      services or that only hold wireless licenses.
                                                                           Crown Castle Operating Company
                                                                                          (“CCOC”)




         CC Sunesys Fiber                                                                              Crown Castle Solutions LLC                               CC FN Holdings LLC
          Networks LLC                                                                                                                                             (“Purchaser”)



        InfraSource FI, LLC
                                    CA – CLEC         NY – CLEC      PA – CLEC         WA – CLEC       Crown Castle NG      Crown Castle        NewPath
                                       LLC               LLC            LLC               LLC           Networks LLC        PR Solutions        Networks
                                                                                                                                LLC            Holding LLC
           Sunesys, LLC

                                                                                                                                                NewPath
                                                                                                                                              Networks, LLC
 Sunesys of            Sunesys of           Crown Castle NG         Crown Castle NG        Crown Castle NG      Crown Castle NG
Massachusetts,         Virginia, Inc.         Central LLC               East LLC              West LLC            Atlantic LLC
    LLC                                                              (“CCNG-East”)                                                         InSITE Solutions,
                                                                                                                                                 LLC

              Sunesys
                                                      Access Fiber Group     73.72%                                                           InSITE Fiber of
             Enterprise,                                                                                        24/7 Chesapeake
                                                        Holdings, LLC                                                                           Virginia LLC
                LLC                                                                                              Holdings, LLC
                                                           26.28%
                                                                     Access Fiber
                                                                      Group, Inc.


                                                                              24/7 Mid-Atlantic        24/7 Mid-Atlantic        Chesapeake
                                                                                 Network of             Network, LLC             Fiber, LLC
                                                                                Virginia, LLC
    All ownership percentages are 100% unless otherwise noted.


                                                                                      Exhibit A – Page 2


                                                               POST-CLOSING ORGANIZATIONAL CHART

      * The entities listed herein only include CCOC                                   Shareholders
      and those subsidiaries of CCOC that (1) hold
      authorization to provide intrastate, interstate or
      international telecommunications services or (2)
      are in the chain of ownership of those entities.                      Crown Castle International Corp.
      The chart excludes subsidiaries of CCOC that                                        (“CCIC”)
      do not hold authorization to provide intrastate,
      interstate or international telecommunications
      services or that only hold wireless licenses.
                                                                           Crown Castle Operating Company
                                                                                          (“CCOC”)




         CC Sunesys Fiber                                                                              Crown Castle Solutions LLC                               CC FN Holdings LLC
          Networks LLC                                                                                                                                             (“Purchaser”)



        InfraSource FI, LLC
                                    CA – CLEC         NY – CLEC      PA – CLEC         WA – CLEC       Crown Castle NG      Crown Castle        NewPath
                                       LLC               LLC            LLC               LLC           Networks LLC        PR Solutions        Networks
                                                                                                                                LLC            Holding LLC
           Sunesys, LLC

                                                                                                                                                NewPath
                                                                                                                                              Networks, LLC
 Sunesys of            Sunesys of           Crown Castle NG         Crown Castle NG        Crown Castle NG      Crown Castle NG
Massachusetts,         Virginia, Inc.         Central LLC               East LLC              West LLC            Atlantic LLC
    LLC                                                              (“CCNG-East”)
                                                                                                                                           InSITE Solutions,
                                                                                                                                                 LLC
              Sunesys
                                                      Access Fiber Group     73.72%
             Enterprise,                                                                                        24/7 Chesapeake               InSITE Fiber of
                                                        Holdings, LLC
                LLC                                                                                              Holdings, LLC                  Virginia LLC
                                                           26.28%
                                                                     Access Fiber
                                                                      Group, Inc.                                                                           NextEra         FPL FiberNet
                                                                                                                                                         FiberNet, LLC      Holdings, LLC

                                                                              24/7 Mid-Atlantic        24/7 Mid-Atlantic        Chesapeake
                                                                                 Network of             Network, LLC             Fiber, LLC                          FPL-TEL
                                                                                Virginia, LLC
    All ownership percentages are 100% unless otherwise noted.                                                                                                              FPL FiberNet,
                                                                                                                                                                                LLC
                                                                                      Exhibit A – Page 3


                                        EXHIBITB

                                          OpCos

          OpCos are cmTently authorized to provide intrastate telecommunications services
in the following jmisdictions:
Jurisdiction                   Entitv(ies)
Alabama                        Crown Castle NG East LLC; Access Fiber Group, Inc.
Arizona                        Crown Castle NG West LLC; NewPath Networks, LLC
Arkansas                       Crown Castle NG Centrnl LLC
California                     Crown Castle NG West, LLC; CA-CLEC LLC; NewPath
                               Networks, LLC; Sunesys, LLC
Colorado                       NewPath Networks, LLC
Connecticut                    Crown Castle NG East LLC
Delaware                       Crown Castle NG East LLC; Chesapeake Fiber, LLC;
                               Sunesys, LLC
Disti·ict of Columbia          Crown Castle NG Atlantic LLC; 24/7 Mid-Atlantic Network,
                               LLC; Sunesys, LLC
Florida                        Crown Castle NG East LLC; NewPath Networks, LLC;
                               Sunesys, LLC
Georgia                        Crown Castle NG East LLC; NewPath Networks, LLC;
                               Access Fiber Group Holdings, LLC; Access Fiber Group,
                               Inc.; Sunesys, LLC
Hawaii                         Crown Castle NG West LLC
Idaho                          Crown Castle NG West LLC
Illinois                       Crown Castle NG Centi·al LLC; Sunesys, LLC
Indian a                       Crown Castle NG East LLC
Iowa                           InSITE Solutions, LLC dba NewPath Networks, LLC
Kansas                         Crown Castle NG Centi·al LLC
Kentuckv                       Crown Castle NG Central LLC; Access Fiber Group, Inc.
Louisiana                      Crown Castle NG Centi·al LLC; NewPath Networks, LLC
Maiylan d                      Crown Castle NG Atlantic LLC; InSITE Solutions, LLC;
                               NewPath Networks, LLC; 24/7 Mid-Atlantic Network, LLC;
                               Sunesys, LLC
Massachusetts                  Crown Castle NG East LLC
Michigan                       Crown Castle NG Central LLC
Minnesota                      Crown Castle NG Centi·al LLC; NewPath Networks, LLC
Mississippi                    Crown Castle NG Centi·al LLC
Missom i                       Crown Castle NG Central LLC; Access Fiber Group, Inc.
Nebraska                       Crown Castle NG Centi·al LLC
Nevada                         Crown Castle NG West LLC; NewPath Networks, LLC
New Hampshire                  Crown Castle NG East LLC
New Jersey                     Crown Castle NG East LLC; Sunesys, LLC
New Mexico                     Crown Castle NG West LLC; NewPath Networks, LLC


Jurisdiction     Entitv(ies)
New York         Crown Castle NG East LLC; NY-CLEC LLC; Sunesys, LLC
North Carolina   Crown Castle NG East LLC; NewPath Networks, LLC;
                 Access Fiber Group, Inc.; Sunesys, LLC
North Dakota     Crown Castle NG Central LLC
Ohio             Crown Castle NG East LLC; Sunesvs, LLC
Oklahoma         Crown Castle NG Centrnl LLC
Oregon           Crown Castle NG West LLC; NewPath Networks, LLC
Pennsylvania     Crown Castle NG East LLC; PA-CLEC LLC d/b/a
                 Pennsylvania CLEC LLC; Sunesys, LLC
Puerto Rico      Crown Castle PR Solutions LLC
Rhode Islan d    Crown Castle NG East LLC
South Carolina   Crown Castle NG East LLC
South Dakota     Crown Castle NG Central LLC
Tennessee        Crown Castle NG Central LLC; Access Fiber Group, Inc.
Texas            Crown Castle NG Centrnl LLC; Sunesys, LLC dba CC
                 Sunesys, LLC
Utah             Crown Castle NG West LLC; NewPath Networks, LLC
Virginia         Crown Castle NG Atlantic LLC, NewPath Networks, LLC,
                 24/7 Mid-Atlantic Network of Virginia, LLC, InSITE Fiber of
                 Virginia, LLC; Sunesys of Virginia, Inc.
Washington       Crown Castle NG West LLC; WA-CLEC LLC
West Virginia    Crown Castle NG Centrnl LLC
Wisconsin        Crown Castle NG Centrnl LLC; Access Fiber Group, Inc.


                                       VERIFICATION


       I, Kenneth J. Simon state that I am the Senior Vice President and General Counsel of
Crown Castle International Corp., Crown Castle Operating Company and CC FN Holdings 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 are true and correct to my knowledge, information, and belief.

       I declare under penalty of perjury that the foregoing is true and correct. Executed this

21 day of November 2016.



                                       Assl\h._—
                                     Kenneth J. Simon4
                                     Senior Vice President and General Counsel of:
                                            Crown Castle International Corp.
                                            Crown Castle Operating Company
                                            CC FN Holdings LLC


                                        VERIFICATION


       I, Charles E. Sieving, state that I am the Executive Vice President and General Counsel of

NextEra Energy, Inc.("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 are true and correct to my knowledge, information, and belief.
       I declare under penalty of perjury that the foregoing is true and correct. Executed this

L\ day of November 2016.



                                              L4(+
                                      Charles E. Sieving, Esq.
                                      Executive Vice President and           Counsel
                                      NextEra Energy, Inc.




                                                                                                  FCC


                                       VERIFICATION


       I, Carmen Perez, state that I am the President of FN Investments, LLC, FPL FiberNet,
LLC, and NextEra FiberNet, 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 are true and correct to my knowledge,
information, and belief.
       I declare under penalty of perjury that the foregoing is true and correct. Executed this

Zl_ day ofNovember 2016.



                                     President
                                     FN Investments, LLC, FPL FiberNet, LLC, and NextEra
                                     FiberNet, LLC




                                                                                                  FCC



Document Created: 2016-11-21 17:55:43
Document Modified: 2016-11-21 17:55:43

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