Attachment 214 Application

This document pretains to ITC-T/C-20171206-00216 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017120600216_1311453

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of the Joint Application of ) ) Zayo Group, LLC ) WC Docket No. 17-_____________ ) and ) IB File Nos. ITC-T/C-2017________ ) Barksdale Communications, LLC ) ) For Grant of Authority Pursuant to Section 214 ) of the Communications Act of 1934, as amend- ) ed, and Sections 63.04 and 63.24 of the Com- ) mission’s Rules to Transfer Indirect Control of ) Spread Telecommunications, LLC, a Holder of ) Domestic and International Section 214 Authori- ) zations, to Zayo Group, LLC ) JOINT APPLICATION Zayo Group, LLC (“Zayo” or “Transferee”) and Barksdale Communications, LLC (“Barksdale” or “Transferor”) (together, “Applicants”), pursuant to Section 214 of the Commu- nications 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 to transfer indirect control of Spread Telecommunications, LLC (“Spread” or “Licensee”), a holder of domestic and international Section 214 authorizations, from Barksdale to Zayo. In support of this Application, Applicants provide the following information: I. DESCRIPTION OF THE APPLICANTS A. Zayo Group, LLC Zayo is a wholly owned subsidiary of Zayo Group Holdings, Inc. (“Holdings”), a public- ly traded Delaware corporation (NYSE: ZAYO). Holdings has no majority owner. Zayo is a provider of bandwidth infrastructure and network neutral colocation and interconnection services over regional and metropolitan fiber networks. These services enable customers to manage,

operate, and scale their telecommunications and data networks. Zayo’s customers consist primar- ily of wireless service providers, national and regional communications service providers, media/internet/content companies, schools, hospitals, governments, banks and other bandwidth- intensive enterprises. Through Zayo’s acquisitions of Allstream and Electric Lightwave, the Allstream busi- ness, which is operated as distinct segment of Zayo, provides a unified communications business that consists of the Canadian small and medium-sized enterprise (SME) and voice businesses through Allstream Business Inc., an indirect, wholly owned Canadian subsidiary of Zayo, and the North American voice business through Allstream Business US, Inc., an Oregon corporation and indirect, wholly owned subsidiary of Zayo. B. Barksdale Communications, LLC Barksdale is a privately held holding company whose principal business is its investment in Spread Holdings, LLC. The ownership of Barksdale is provided in Exhibit B. C. Spread Telecommunications, LLC Licensee is a direct, wholly owned subsidiary of Spread Holdings, LLC (“Spread Hold- ings”), a Mississippi limited liability company. The subsidiaries of Spread Holdings (collective- ly, “Spread Networks”), including Licensee, built a carrier-neutral fiber network between New York City and Chicago. Spread Networks provides its customers with a state-of-the-art diverse and secure fiber optic network to allow data to run as close as possible to the true speed of light through fiber. The current ownership of Spread Holdings is provided in Exhibit B. II. DESCRIPTION OF THE TRANSACTION Pursuant to the Agreement and Plan of Merger, dated as of November 26, 2017, by and among Zayo, SNMS, LLC (a direct, wholly owned subsidiary of Zayo created for purposes of 2

the merger) (“Merger Sub”),1 Spread Holdings, and Transferor, solely in its capacity as the Unitholder Representative, Zayo will acquire all of the outstanding equity interests in Spread Holdings (the “Transaction”). Specifically, Merger Sub will merge with and into Spread Hold- ings, whereupon the separate existence of Merger Sub will cease and Spread Holdings will survive as a direct, wholly owned subsidiary of Zayo. Licensee will remain a direct, wholly owned subsidiary of Spread Holdings and, therefore, Licensee will become an indirect, wholly owned subsidiary of Zayo. Diagrams depicting the pre- and post-Transaction corporate owner- ship structures of Licensee are appended hereto as Exhibit C. III. PUBLIC INTEREST CONSIDERATIONS The Transaction will serve the public interest. The financial, technical, and managerial resources that Zayo will bring to Licensee are expected to enhance the ability of Licensee to compete in the communications marketplace. Further, the existing network and systems of Licensee will enhance the ability of Zayo to serve its customers. At the same time, the proposed Transaction will have no adverse impact on the customers of Licensee. Immediately following the Transaction, Licensee will continue to provide service at the same rates, terms, and condi- tions, as governed by existing contracts. The Transaction will be transparent to customers because the only change immediately following the closing from a customer’s perspective is that ultimately Zayo will be the new indirect owner of Licensee. Following Zayo’s acquisition of Spread Networks, the acquired business will be fully in- tegrated into Zayo’s Fiber Solutions and Transport businesses. Adding Zayo’s extensive national and metro fiber assets to Spread Network’s single and unique route will enable a broader cus- tomer set to take advantage of the investment made by Spread Networks in high bandwidth, low- 1 Merger Sub is a limited liability company formed under the laws of the state of Missis- sippi. 3

latency fiber between Chicago and New York. Further, when combined with Zayo’s fiber routes from Seattle to Chicago and San Francisco to Chicago, customers of both companies will benefit from the low-latency coast to coast network. 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: Transferee: Zayo Group, LLC FRN: 0016555849 1805 29th Street, Suite 2050 Boulder, CO 80301 Tel: 303-381-4683 Transferor: Barksdale Communications, LLC FRN: 0027039296 c/o Spread Networks 800 Woodlands Parkway, Suite 118 Ridgeland, MS 39157 Tel: 601-956-0861 Licensee: Spread Telecommunications, LLC FRN: 0020282547 800 Woodlands Parkway, Suite 205 Ridgeland, MS 39157 Tel: 601-956-9834 (b) Jurisdiction of Organizations: Transferee: Zayo is a limited liability company formed under the laws of Delaware. Transferor: Barksdale is a limited liability company formed under the laws of Missis- sippi. Licensee: Spread is a limited liability company formed under the laws of Mississip- pi. 4

(c) (Answer to Question 10) Correspondence concerning this Application should be sent to: For Zayo: For Licensee and Transferor: Catherine Wang Joshua T. Guyan Brett P. Ferenchak Winafred Brantl Morgan, Lewis & Bockius LLP Kelley Drye & Warren, LLP 1111 Pennsylvania Ave, N.W. 3050 K St., N.W., Suite 400 Washington, DC 20004-2541 Washington, D.C. 20007 202-739-3000 (tel) 202-342-8566 (tel) 202-739-3001 (fax) 202-342-8451 (fax) catherine.wang@morganlewis.com jguyan@kelleydrye.com brett.ferenchak@morganlewis.com wbrantl@kelleydrye.com With copies for Zayo to: With copies for Licensee to: Wendy Cassity Daniel E. Spivey VP, Secretary & General Counsel Bruce Deer Zayo Group Spread Networks 1805 29th St., Suite 2050 800 Woodlands Parkway, Suite 205 Boulder, CO 80301 Ridgeland, MS 39157 wendy.cassity@zayo.com dan.spivey@spreadnetworks.com bruce.deer@spreadnetworks.com With copies for Transferor to: Barksdale Communication, LLC 800 Woodlands Parkway, STE 118 Ridgeland, MS 39157 Attn: Don Cannada (d) Section 214 Authorizations Transferee: Zayo holds international Section 214 authority to provide global or limited global facilities-based and resale services granted in IB File No. ITC-214- 20091106-00475.2 Zayo also is authorized to provide interstate service by virtue of blanket domestic Section 214 authority. 47 C.F.R. § 63.01. Each subsidiary of Zayo, except Electric Lightwave Holdings, Inc., listed in Exhibit A (the “Zayo Subs”) is authorized to provide interstate service 2 Zayo’s indirect subsidiary, Zayo Group EU Limited (f/k/a AboveNet Communications Europe Limited), provides international telecommunications services, pursuant to Section 63.21(h), under the international Section 214 authorization of Zayo. 5

by virtue of blanket domestic Section 214 authority. 47 C.F.R. § 63.01. The following subsidiaries of Zayo also hold international Section 214 au- thorizations: International Section 214 Type of Authorization File No(s). Authorization Holder Allstream Business US, Inc. Global Facilities-Based ITC-214-19970820-00500 Services and Resale The following subsidiaries of Allstream Services Business US, Inc. operate under its International Section 214 Authorization pursuant to 47 C.F.R. § 63.21(h): Integra Telecom of Idaho, Inc. Integra Telecom of Minnesota, Inc. Integra Telecom of North Dakota, Inc. Integra Telecom of Oregon, Inc. Integra Telecom of Utah, Inc. Integra Telecom of Washington, Inc. Scott-Rice Telephone Co. Electric Lightwave, LLC Resold Public Switched ITC-214-1994041500137 Services and Global (Old File No. ITC-94-277); Resale Services ITC-214-19980619-00425 (Old File No. ITC-98-472) Eschelon Telecom, Inc. Resold Public Switched ITC-214-19990729-00490 The following subsidiaries of Eschelon Services and Global Telecom, Inc. operate under its Interna- Resale Service tional Section 214 Authorization pursu- ant to 47 C.F.R. § 63.21(h): Advanced TelCom, Inc. Eschelon Telecom of Arizona, Inc. Eschelon Telecom of Colorado, Inc. Eschelon Telecom of Minnesota, Inc. Eschelon Telecom of Nevada, Inc. Eschelon Telecom of Oregon, Inc. Eschelon Telecom of Utah, Inc. Eschelon Telecom of Washington, Inc. Mountain Telecommunications of Arizona, Inc. OneEighty Communications, Inc. Oregon Telecom, Inc. Shared Communications Services, Inc. United Communications, Inc. opticAccess, LLC Global or Limited ITC-214-20140922-00266 Global Facilities-Based Service and Resale Service 6

International Section 214 Type of Authorization File No(s). Authorization Holder World Communications, Inc. Global or Limited ITC-214-20051011-00431 Global Resale Service Licensee: Licensee holds international Section 214 authority to provide global or limited global facilities-based and resale services granted in IB File No. ITC-214-20110125-00008. Licensee also is authorized to provide inter- state service by virtue of blanket domestic Section 214 authority. 47 C.F.R. § 63.01. (h) (Answer to Questions 11 & 12) The Licensee is and will remain a direct, wholly owned subsidiary of Spread Holdings, a Mississippi limited liability company located at the same address as Licensee. Spread Holdings is a holding company. The following entities will hold, directly or indirectly, a ten percent (10%) or greater interest3 in Spread Holdings upon completion of the Transaction as calculated pursuant to the Commission’s ownership attribution rules for wireline and international telecommunications carriers: Post-Transaction Ownership of Spread Holdings: Upon completion of the Transaction, the following entity will directly, wholly own Spread Holdings: Name: Zayo Group, LLC Address: 1805 29th Street, Suite 2050 Boulder, CO 80301 Citizenship: U.S. (Delaware) Principal Business: Telecommunications % Interest: 100% (directly) The following entity directly, wholly owns Zayo: Name: Zayo Group Holdings, Inc. (“Holdings”) Address: 1805 29th Street Boulder, CO 80301 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (directly in Zayo) 3 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests. 7

The following entities and individuals currently hold a ten percent (10%) or greater, di- rect or indirect, interest in Holdings: 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: Approx. 10.9% (indirectly in Holdings as the general part- ner of GTCR Fund X/A LP, GTCR Fund X/C LP and GTCR Investors (CII) LP, each of which holds a direct in- terest in Holdings but individually does not hold a 10% or greater interest in Holdings) Name: GTCR Investment X LLC Address: 300 N. LaSalle Street, Suite 5600 Chicago, IL 60654 Citizenship: U.S. (Delaware) Principal Business: Investments % Interest: Approx. 11.0% (indirectly in Holdings as the gen- eral partner of (i) GTCR Partners X/A&C LP and (ii) GTCR Co-Invest X LP, which holds less than a 0.1% direct interest in Holdings)) 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 Zayo’s knowledge, no other person or entity, directly or indirectly, owns or controls a 10% or greater interest in Holdings through GTCR Partners X/A&C LP or GTCR In- vestment X LLC. Holdings is a publicly traded company (NYSE: ZAYO) whose stock ownership varies on a daily basis. Based on information filed with the SEC with respect to Holdings and other information provided to Holdings, to the knowledge of Zayo’s management, no other person or entity currently holds a 10% or greater direct or indirect interest in Zayo. Additional information 8

regarding Holdings’ ownership is available in Holdings’ most recent proxy statement available at: https://www.sec.gov/Archives/edgar/data/1608249/000104746917006037/0001047469-17- 006037-index.htm. Except for the foreign carrier subsidiaries listed in (i) below, which share certain officers and/or directors as Zayo, Zayo does not have any interlocking directorates with a foreign carrier. (i) (Answer to Question 14) Transferee certifies that it is a non-dominant foreign car- rier in Canada by virtue of its Reseller Registration and Basic International Telecommunication Services (“BITS”) License. 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 the following foreign carriers (collectively, the “ZG Foreign Carriers”): Country(ies) Affiliate Name Description of the Company Canada Zayo Canada Inc. Zayo Canada is a direct, wholly owned subsidiary of (WTO Member) (“Zayo Canada”) Zayo. A Canadian entity Zayo Canada holds a BITS License and Registrations as a Competitive Local Exchange Carrier, Reseller, Reseller of High Speed Internet Service, and Reseller of Digital Subscriber Line Service in Canada. Canada Allstream Business Inc. ABI is an indirect, wholly owned subsidiary of Zayo. (WTO Member) (“ABI”) ABI holds a BITS License and a Registration as a A Canadian entity Reseller. Canada Electric Lightwave ELCI is an indirect, wholly owned subsidiary of (WTO Member) Communications Inc. Zayo. (“ELCI”) ELCI holds a BITS License and a Registration as a A British Columbia Non-Dominant Facilities-Based Carrier. entity 9

Country(ies) Affiliate Name Description of the Company France, Zayo Group EU Zayo-EU is an indirect, wholly owned subsidiary of Germany, Limited (“Zayo-EU”) Zayo. Netherlands United Kingdom A UK entity Zayo-EU provides primarily lit services between the (WTO Members) United Kingdom and France, Germany and Nether- lands. Germany and Zayo Group UK Zayo-UK is an indirect, wholly owned subsidiary of United Kingdom Limited Zayo. (WTO Members) (“Zayo-UK”) Zayo-UK provides dedicated fiber networks primari- A UK entity ly used for data services, lit services, and access to network facilities. Japan MFN Japan KK ABN-Japan is a direct, wholly owned subsidiary of (WTO Member) (“ABN-Japan”) Zayo. A Japanese entity. ABN-Japan formerly provided peering services but is essentially dormant at this time. United Kingdom Geo Networks Limited Geo Networks is an indirect, wholly owned subsidi- and Ireland (“Geo Networks”) ary of Zayo. (WTO Members) A U.K. entity. Geo Networks provides dedicated fiber networks primarily used for data services and access to net- work facilities. United Kingdom Geo Metro Limited Geo Metro is a direct, wholly owned subsidiary of (WTO Member) (“Geo Metro”) Geo Networks. A U.K. entity. Geo Metro provides dedicated fiber networks primar- ily used for data services and access to network facilities. Ireland Emerald Bridge Fibres Geo Networks, which is an indirectly, wholly owned (WTO Member) Limited subsidiary of Zayo, directly owns 50% of Emerald (“Emerald Bridge”) Bridge. An Irish Entity. Emerald Bridge is registered as an Authorized Undertaking with the Commission for Communica- tions Regulation in Ireland and provides a subsea cable service between Dublin, Ireland and Anglesea, Wales, UK. 10

Country(ies) Affiliate Name Description of the Company United Kingdom FibreSpeed Limited FibreSpeed is a direct, wholly owned subsidiary of (WTO Member) (“FibreSpeed”) GEO. A U.K. entity. FibreSpeed provides dedicated fiber networks primarily used for data services and access to net- work facilities. France, Zayo France SAS Zayo-France is an indirect, wholly owned subsidiary United Kingdom, (formerly known as of Zayo. Spain, Neo Telecoms SAS) Germany, (“Zayo-France”) Zayo-France provides fiber networks primarily used Austria, for data services, IP transit, lit services, and cloud Switzerland, A French entity. services. Netherlands, Luxembourg, Belgium (WTO Members) France Neocenter Est SARL Zayo-France directly owns approximately 32.86% of (WTO Member) (“Neo-Est”) Neo-Est. Neo telecom Group SAS, the direct parent company of Zayo-France, directly owns approxi- A French entity. mately 17.14% of Neo-Est. As the indirect parent of Zayo-France and Neo Telecom Group SAS, Zayo indirectly owns approximately 50% of Neo-Est. Neo-Est provides lit services, colocation and related services. France NeoClyde SAS Zayo-France, an indirect, wholly owned subsidiary of (WTO Member) (“NeoClyde”) Zayo, directly owns 50% of NeoClyde. A French entity. NeoClyde provides lit services, colocation and related services. Belgium Zayo Infrastructure ZI-Belgium is an indirect, wholly owned subsidiary (WTO Member) Belgium NV of Zayo. (“ZI-Belgium”) ZI-Belgium provides dedicated fiber networks A Belgium entity. primarily used for data services, lit services, and access to network facilities 11

Country(ies) Affiliate Name Description of the Company Germany Zayo Infrastructure ZI-Deutschland is an indirect, wholly owned subsidi- (WTO Member) Deutschland GmbH ary of Zayo. (“ZI-Deutschland”) ZI-Deutschland provides dedicated fiber networks A German entity. primarily used for data services, lit services, and access to network facilities. France Zayo Infrastructure ZI-France is an indirect, wholly owned subsidiary of (WTO Member) France SA Zayo, with Allan Shaw and Sheldon Goldman each (“ZI-France”) holding 1 share of the company. Zayo indirectly holds all the remaining shares in the company. A French entity. ZI-France provides dedicated fiber networks primari- ly used for data services, lit services, and access to network facilities. Ireland Zayo Infrastructure ZI-Ireland is an indirect, wholly owned subsidiary of (WTO Member) Ireland Ltd. Zayo. (“ZI-Ireland”) ZI-Ireland provides dedicated fiber networks primari- An Irish entity. ly used for data services, lit services, and access to network facilities. Netherlands Zayo Infrastructure ZI-Nederland is an indirect, wholly owned subsidiary (WTO Member) Nederland B.V. of Zayo. (“ZI-Nederland”) ZI-Nederland provides dedicated fiber networks A Dutch entity. primarily used for data services, lit services, and access to network facilities. Switzerland Zayo Infrastructure ZI-Switzerland is an indirect, wholly owned subsidi- (WTO Member) Switzerland AG ary of Zayo. (“ZI-Switzerland”) ZI-Switzerland provides dedicated fiber networks A Swiss entity. primarily used for data services, lit services, and access to network facilities. United Kingdom Zayo Infrastructure ZI-(UK) is an indirect, wholly owned subsidiary of (WTO Member) (UK) Ltd. Zayo. (“ZI-(UK)”) ZI-(UK) provides dedicated fiber networks primarily A U.K. entity. used for data services, lit services, and access to network facilities. 12

Country(ies) Affiliate Name Description of the Company Singapore Zayo Singapore Pte. Zayo-Singapore is a direct, wholly owned subsidiary (WTO Member) Ltd. of Zayo. (“Zayo-Singapore”) Zayo-Singapore provides lit services, colocation and A Singaporean entity. related services and holds a Service Based Operator (Individual) license. Hong Kong Zayo Group (HK) Zayo-HK is an indirect, wholly owned subsidiary of (WTO Member) Limited (“Zayo-HK”) Zayo. A Hong Kong entity. Zayo-HK provides lit services, colocation and related services and holds a Service Based Operator (IVANS and Internet Access) license. Australia Zayo Group Australia Zayo-Australia is a direct, wholly owned subsidiary (WTO Member) Pty. Ltd. (“Zayo-Au”) of Zayo. An Australian entity. Zayo Australia provides lit services, colocation and related services. Spain Zayo Infrastructure Zayo-Spain was incorporated on November 8, 2017 (WTO Member) Spain, S.L. (“Zayo- and is an indirect, wholly owned subsidiary of Zayo. Spain”) Zayo-Spain is in the process of applying for registra- A Spanish entity. tion as an Electronic Communications Network Provider and Electronic Communications Service Provide, and is expecting issuance of the license by March 31, 2018. Similarly, Licensee will be affiliated with Zayo and the ZG Foreign Carriers upon com- pletion of the Transaction. Currently, Licensee is not a foreign carrier or affiliated currently with any foreign carrier. (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 13

telecommunications services in the United States. However, Transferee certifies that it is a non- dominant foreign carrier and also is affiliated with non-dominant foreign carriers 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, including the ZG Foreign Carriers. (k) Transferee certifies that each country listed in (i) above is a Member of the World Trade Organization (“WTO”). None of Zayo, or the ZG Foreign Carriers is on the Commission’s List of Foreign Telecommunications 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 a non- dominant foreign carrier and is affiliated with non-dominant foreign carriers only in countries that are Members 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 qualifies 14

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 indirect control of Licensee to Zayo 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. (a)(7) (i) Licensee provides interstate telecommunications services in Illinois, New Jersey, New York, Ohio and Pennsylvania and intrastate telecommunications services (primarily wireless) in New Jersey. Licensee does not hold authorization to provide intrastate telecommuni- cations services in any state. The following affiliates of Licensee are authorized to provide, but at most provide a de minimis amount of intrastate telecommunications services in the states indicat- ed: (a) Northeastern ITS, LLC is authorized to provide: (1) competitive local exchange and interexchange telecommunications services in New Jersey; (2) competitive telecommunications services (interexchange) in Ohio; and (3) competitive access provider services in Pennsylvania. (b) Job 8, LLC is authorized to provide competitive local exchange and interexchange telecommunications in Illinois. The following affiliates of Licensee hold millimeter wave licenses from the Commission: Midwest Industrial Communications Services, LLC (Call Sign WQOX949); and mmW Backhaul Solutions, LLC (Call Sign WQOD968). 15

(ii) Zayo is authorized to provide competitive local exchange, competitive ac- cess and/or interexchange in the District of Columbia and every state except Alaska and Hawaii. Zayo’s primary telecommunications service offerings include high-capacity bandwidth services such as private line, Ethernet, wavelength and higher services. The Zayo Subs provide telecommunications services as follows:  Collectively, the Intregra-named Zayo Subs listed in Exhibit A provide competi- tive local exchange, interexchange, and international telecommunications services to business customers in Minnesota, North Dakota, Oregon, Utah and Washing- ton.  Scott-Rice Telephone Co. (“Scott-Rice”) is an incumbent local exchange carrier in Minnesota serving the Prior Lake, New Market and Webster exchanges and al- so provides interexchange, international and telecommunications services to resi- dential and business customers. Scott-Rice also provides cable services in certain communities of Scott County, Minnesota.  Electric Lightwave, LLC provides business and carrier customers a suite of inte- grated telecommunications products and services (including competitive local ex- change, interexchange data, Internet access and broadband transport services) primarily in metropolitan areas in Arizona, California, Idaho, Nevada, Oregon, Utah and Washington. Electric Lightwave, LLC is also authorized to provide in- trastate interexchange services in Alabama, Arkansas, Colorado, Delaware, Flori- da, Georgia, Hawaii, Illinois (and competitive local exchange), Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Min- nesota (local niche services only), Mississippi, Missouri, New Jersey, New Mexi- co, New York (also authorized to provide local exchange), North Carolina, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas (and competitive lo- cal exchange), Virginia, Wisconsin and Wyoming, where it primarily serves satel- lite location of customers whose primary service locations are located in a core market(s). 16

 Collectively, the Eschelon-named Zayo Subs listed in Exhibit A provide competi- tive local exchange and interexchange, to business customers in Arizona, Califor- nia, Colorado, Minnesota, Montana, Nevada, Oregon, Utah, and Washington.  Mountain Telecommunications of Arizona, Inc. provides competitive local ex- change and interexchange telecommunications services in Arizona.  Advanced TelCom, Inc. provides competitive local exchange and interexchange telecommunications services in California, Nevada, Oregon and Washington.  One-Eighty Communications, Inc. provides competitive local exchange and interexchange telecommunications services in Montana  opticAccess, LLC provides competitive local exchange and/or interexchange tele- communications services in California, Oregon and Washington.  Oregon Telecom, Inc. provides competitive local exchange and interexchange tel- ecommunications services in Oregon and is authorized to do so in Washington.  Shared Communications Services, Inc. provides competitive local exchange and interexchange telecommunications services in Oregon and Washington and is au- thorized to provide such services in Nevada  United Communications, Inc. provides competitive local exchange and interex- change telecommunications services in Oregon and Washington.  X2 Telecom, LLC operates a festoon cable off the coast of California and pro- vides dark fiber to Electric Lightwave Holdings, Inc. and its affiliates. It does not provide service directly to end user customers.  World Communications, Inc. provides competitive local exchange and interex- change telecommunications services in California, Oregon and Washington. (iii) Through GTCR Investment X, LLC, to its knowledge, Transferee is cur- rently affiliated (as defined in the Act) with the following domestic telecommunications services providers: (1) Onvoy, LLC and its subsidiaries, which provide or are authorized to provide competitive local exchange and/or interexchange telecommunications services in every state and the District of Columbia and (2) GreatCall a wireless reseller whose subsidiary, Accessible Wireless, LLC, holds a cellular license (Call Sign KNKR334). 17

(iv) 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)(ii) because, immediately following the Transaction, (i) Transferee (and its Affiliates, as defined in the Act) will have a market share in the interstate, interexchange market of less than ten percent (10%), (ii) the 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 (other than Scott-Rice)4 that is not a party to the transaction; and (iii) Licensee (and its Affiliates) does not provide telecommunications services in Minnesota, where Zayo’s subsidiary, Scott-Rice, is an incumbent local exchange carrier.5 (a)(9) Other than its Section 214 authorizations described in this Application, Licensee does not hold any other authorizations or licenses from the Commission. As stated above, the following subsidiaries of Licensee hold millimeter wave licenses from the Commission: Midwest Industrial Communications Services, LLC (Call Sign WQOX949); and mmW Backhaul Solu- 4 As stated above, Zayo is affiliated (as defined in the Act) with Onvoy, LLC through common ownership by investment funds ultimately controlled by GTCR Investment X LLC. As stated in the Second Supplement filed in WC Docket No. 16-401 on December 26, 2016, Onvoy, LLC (collectively with its subsidiaries, “Onvoy”) provides (a) Operator Service, (b) Busy Line Verification Service, (c) Directory Assistance, and (d) Access Tandem Services to Scott-Rice. See Domestic Section 214 Applica- tion Granted for the Transfer of Control of the Subsidiaries of Electric Lightwave Parent, Inc. to Zayo Group, LLC, WC Docket No. 16-401, Second Supplement (dated Dec. 26, 2016) (explaining the potential overlap of Onvoy with Scott-Rice telephone in connection with Zayo’s acquisition of Electric Lightwave Parent,sIn . and its subsidiaries, including Scott-Rice). The Onvoy trunks over which these services are delivered to Scott-Rice’s end office switch from Onvoy’s tandem switch are partially in Scott-Rice territory. Id. Onvoy is not a competitor to Scott-Rice for this trunking. Id. 5 In addition, Scott-Rice Telephone Co. has fewer than two (2) percent of the nation’s subscriber lines installed in the aggregate nationwide. 18

tions, LLC (Call Sign WQOD968). Separate applications will be filed to transfer indirect control of these subsidiaries of Licensee and their wireless licenses. (a)(10) No party is requesting special consideration because it is facing imminent business failure. However, the parties to the Transaction are targeting completion of the corporate steps resulting in the transfer of indirect control approximately 60 days of signing the Agreement. There- fore, Applicants respectfully request expedited processing of the review and approval of this application in order to allow the parties to meet this schedule. (a)(11) Not applicable. (a)(12) A statement showing how grant of the application will serve the public interest, convenience and necessity is provided in Section IV, above. 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 to transfer indirect ownership and control of Licensee to Transferee. Respectfully submitted, /s/ Winafred Brantl /s/ Brett P. Ferenchak Joshua T. Guyan Catherine Wang Winafred Brantl Brett P. Ferenchak Kelley Drye & Warren, LLP MORGAN, LEWIS & BOCKIUS LLP 3050 K St., N.W., Suite 400 1111 Pennsylvania Avenue, N.W. Washington, DC 20007 Washington, DC 20004 202-342-8566 (tel) 202-739-3000 (tel) 202-342-8451 (fax) 202-739-3001 (fax) jguyan@kelleydrye.com catherine.wang@morganlewis.com wbrantl@kelleydrye.com brett.ferenchak@morganlewis.com Counsel for Transferor and Licensee Counsel for Zayo Group, LLC Dated: December 6, 2017 19

EXHIBIT A List of Zayo Subsidiaries Jurisdiction of Licensee Name Organization FRN Advanced TelCom, Inc. Delaware 0003726197 Electric Lightwave, LLC Delaware 0015577745 Allstream Business US, Inc. Oregon 0004257010 Eschelon Telecom, Inc. Delaware 0010289114 Eschelon Telecom of Arizona, Inc. Minnesota 0003768082 Eschelon Telecom of Colorado, Inc. Minnesota 0003767852 Eschelon Telecom of Minnesota, Inc. Minnesota 0003767985 Eschelon Telecom of Nevada, Inc. Minnesota 0003768074 Eschelon Telecom of Oregon, Inc. Minnesota 0006796809 Eschelon Telecom of Utah, Inc. Minnesota 0003768116 Eschelon Telecom of Washington, Inc. Minnesota 0003768041 Integra Telecom of Idaho, Inc. Oregon 0005071188 Integra Telecom of Minnesota, Inc. Minnesota 0005069760 Integra Telecom of North Dakota, Inc. Oregon 0005071014 Integra Telecom of Oregon, Inc. Oregon 0005069497 Integra Telecom of Utah, Inc. Oregon 0005069570 Integra Telecom of Washington, Inc. Oregon 0005069588 Mountain Telecommunications of Arizona 0004351391 Arizona, Inc. OneEighty Communications, Inc. Montana 0005075866 opticAccess, LLC Nevada 0022842124 Oregon Telecom, Inc. Oregon 0009194960 Scott-Rice Telephone Co. Minnesota 0002648285 Shared Communications Services, Inc. Oregon 0003753795 United Communications, Inc. Oregon 0003740511 World Communications, Inc. Washington 0004373973

EXHIBIT B Current Ownership of Spread Holdings The following is a summary of the entities that currently own or control a ten percent (10%) or greater interest in Spread Holdings: 1. Barksdale Communications, LLC ("Barksdale Communications"). Barksdale Communications, a Mississippi limited liability company, holds 65 percent of the membership interests in Spread Holdings. James L. Barksdale, a U.S. citizen, holds over 75 percent of the membership interests in Barksdale Communications and controls over 81 percent of the voting rights. The principal business of Barks- dale Communications is investment in Spread Holdings. Mr. Barksdale is Chair- man and President of Barksdale Management Corporation, a private investment and management company. The address of Barksdale Communications and Mr. Barksdale is c/o Spread Telecommunications, LLC, 800 Woodlands Parkway, Suite 118, Ridgeland, MS 39157. 2. DES Investments, LLC ("DES Investments"). DES Investments, a Mississippi limited liability company, holds 12.5 percent of the membership interests in Spread Holdings. Daniel E. Spivey, a U.S. citizen, holds a controlling interest in DES Investments. The principal business of DES Investments is investment. The address of DES Investments and Mr. Spivey is c/o Spread Telecommunications, LLC, 800 Woodlands Parkway, Suite 118, Ridgeland, MS 39157. 3. Dama Fiber, LLC ("Dama Fiber"). Dama Fiber, a Mississippi limited liability company, holds 12.5 percent of the membership interests in Spread Holdings. J. Stacy Davidson, a U.S. citizen, holds a controlling interest in Dama Fiber. The principal business of Dama Fiber and Mr. Davidson is investment. The address of Dama Fiber and Mr. Davidson is c/o Spread Telecommunications, LLC, 800 Woodlands Parkway, Suite 118, Ridgeland, MS 39157.

EXHIBIT C Pre- and Post-Transaction Corporate Ownership Structure Charts

Current Corporate Ownership Structure of Licensee* Barksdale DES Investments, LLC Communications, LLC Dama Fiber LLC (“DES Investments”) (“Barksdale”) (“Dama Fiber”) Other Membership (Mississippi) (Mississippi) (Mississippi) Interest Holders 12.5% 65% 12.5% Collectively, 10% * The entities listed herein only include Spread Holdings and its subsidiaries that (1) hold one or more authorization or license to provide Spread Holdings, LLC intrastate, interstate, international or wireless (“Spread Holdings”) telecommunications services, or (2) are in the (Mississippi) chain of ownership of those entities. The chart excludes subsidiaries of Spread Holdings that do not hold an authorization or license to provide intrastate, interstate, international or wireless telecommunications services. Spread Telecommunications, LLC Spread Networks, LLC (“Spread” or “Licensee”) (Mississippi) (Mississippi) Midwest Industrial mmW Backhaul Solutions, LLC Northeastern ITS, LLC Job 8, LLC (Delaware) (Pennsylvania) (Delaware) Communications Services, LLC (Delaware) Unless otherwise indicated all ownership percentages are 100%. Exhibit C - Page 1

Post-Transaction Corporate Ownership Structure of Licensee* Shareholders (See Page 5 for Entities Controlling 10% or More of Holdings) * The entities listed herein only include Spread Zayo Group Holdings, Inc. Holdings and its subsidiaries that (1) hold one (“Holdings”) (Delaware) or more authorization or licensee to provide intrastate, interstate, international or wireless telecommunications services or (2) are in the Zayo Group, LLC chain of ownership of those entities. The chart (“Zayo” or “Transferee”) excludes subsidiaries of Spread Holdings that (Delaware) do not hold an authorization or license to provide intrastate, interstate, international or wireless telecommunications services. Spread Holdings, LLC See Pages 3 and 4 for (“Spread Holdings”) Zayo’s Existing Subsidiaries (Mississippi) Spread Telecommunications, LLC Spread Networks, LLC (“Spread” or “Licensee”) (Mississippi) (Mississippi) Midwest Industrial mmW Backhaul Solutions, LLC Northeastern ITS, LLC Job 8, LLC (Delaware) (Pennsylvania) (Delaware) Communications Services, LLC (Delaware) All ownership percentages are 100%. Exhibit C - Page 2

Post-Transaction Corporate Ownership Structure of Zayo* (U.S. Domestic/International Carrier Subsidiaries) * The entities listed herein only include Zayo and its subsidiaries that (1) hold one or more authorization or license to provide intrastate, interstate, international, wireless Zayo Group, LLC telecommunications services or (2) are in the (“Zayo” or “Transferee”) chain of ownership of those entities. The chart excludes subsidiaries and affiliates of Zayo that do not hold an authorization or license to provide intrastate, interstate, or international telecommunications services. See Page 4 for Foreign Spread Holdings, LLC Electric Lightwave Parent, Inc. Carrier Subsidiaries (“Spread Holdings”) Electric Lightwave See Page 2 for Subsidiaries Communications, Inc. of Spread Holdings Allstream Business US, Inc. (f/k/a Electric Lightwave Holdings, Inc.) World Scott-Rice Electric Eschelon Integra Telecom Integra Telecom Integra Telecom OpticAccess LLC 13% Communications, Inc. Telephone Co. Lightwave, LLC Telecom, Inc. of Idaho, Inc. of Oregon, Inc. of Utah, Inc. 87% Integra Telecom Integra Telecom of Integra Telecom of of Minnesota, Inc. North Dakota, Inc. Washington, Inc. X2 Telecom LLC Advanced Mountain Eschelon Eschelon Eschelon Eschelon United Oregon Telecom, Inc. Telecommunications, Telecom of Telecom of Telecom of Telecom of Communications, Inc. Telecom, Inc. Inc. Utah, Inc. Nevada, Inc. Oregon, Inc. Arizona, Inc. Shared Mountain Eschelon Eschelon Eschelon Communications Telecommunications Telecom of Telecom of Telecom of Services, Inc. of Arizona, Inc. Washington, Inc. Minnesota, Inc. Colorado, Inc. Unless otherwise indicated all ownership percentages are 100%. Exhibit C - Page 3

Post-Transaction Corporate Ownership Structure of Zayo* * The entities listed herein only include Zayo and its (Foreign Carrier Subsidiaries) subsidiaries that (1) hold one or more authorization or license to provide intrastate, interstate, international, wireless telecommunications services, (2) hold a foreign authorization Zayo Group, LLC or license, or (3) are in the chain of ownership of those (“Zayo” or “Transferee”) entities. The chart excludes subsidiaries and affiliates of Zayo that do not hold an authorization or license to provide intrastate, interstate, international or foreign See Page 3 for U.S telecommunications services. Domestic/International Carrier Subsidiaries Zayo Canada Inc. MFN Japan KK Zayo Group Zayo Singapore Zayo Group International Ltd. Pte. Ltd. Australia Pty. Ltd. Electric Lightwave Allstream Communications Business Inc. Holdings Inc. Zayo Group Zayo Infrastructure Zayo Infrastructure Zayo Group Zayo Group Zayo Group Electric Lightwave Europe Limited France SAS Spain, S.L. (HK) Limited UK Limited EU Limited Communications Inc. Geo Networks Limited Zayo Zayo Zayo Zayo Zayo France SAS Infrastructure Infrastructure Infrastructure Infrastructure France SA2 Belguim NV1 Ireland Ltd. (UK) Limited 50% 32.86% Zayo Zayo Zayo NeoClyde Neocenter Infrastructure Infrastructure Infrastructure SAS Est SARL Deutschland Nederland B.V. Switzerland AG GmbH Geo Metro Limited 50% 1 Zayo Group International Group Ltd. owns 1 share of Zayo Infrastructure Belguim NV. Emerald Bridge FibreSpeed 2 Two individual each owns 1 share of each of this entity. Fibre Limited Limited Unless otherwise indicated all ownership percentages are 100%. Exhibit C - Page 4

Entities Controlling 10% or More of Zayo Holdings 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 LLC3 (Delaware) 100% (General Partner) GTCR Partners X/A&C LP2 (Delaware) Approx. 10.9% Indirect Zayo Group Holdings, Inc. (“Zayo Holdings”) (Delaware) 2GTCR Partners X/A&C LP indirectly controls approximately an 3 GTCR Investment X LLC indirectly controls approximately an 11.0% 10.9% interest in Zayo Holdings as the general partner of GTCR interest in Zayo Holdings as the general partner of (i) GTCR Partners Fund X/A LP, GTCR Fund X/C LP and GTCR Investors (CII) LP, X/A&C LP and (ii) GTCR Co-Invest X LP, which holds less than a 0.1% each of which holds a direct interest in Zayo Holdings but individually direct interest in Zayo Holdings. does not hold a 10% or greater interest in Zayo Holdings. Exhibit C - Page 5

VERIFICATION I, Wendy Cassity, hereby declare that I am Senior Vice President, Secretary and General Counsel of Zayo Group, LLC (the "Company"); that I am authorized to make this Verification on behalf of the Company; that the foregoing filing was prepared under my direction and supervision; and that the contents with respect to the Company are true and correct to the best ofmy knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this 5) day of December, 2017. Wendy Casm? E i Senior VP, Sécretary eral Counsel Zayo Group, LLC ECC

VERIFICATION I, Walter M. Denney, Jr., hereby declare that I am Manager of Barksdale Communications, LLC (the "Company"‘); that I am authorized to make this Verification on behalf of the Company; that the foregoing filing was prepared under my direction and supervision; and that the contents with respect to the Company are true and correct to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this ,S day of December, 2017. Name: Walter M Denny, Jr. Title: Manager Barksdale Communications, LLC

VERIFICATION I, Daniel E. Spivey, hereby declare that I am President and Chief Executive Officer of Spread Holdings, LLC; that I am authorized to make this Verification on behalf of Spread Holdings, LLC and its subsidiaries (collectively, 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 5th_day of December, 2017. Daniel E. Spivey President and Chief Executive Officer Spread Holdings, LLC FCC


Document Created: 2017-12-06 11:28:20
Document Modified: 2017-12-06 11:28:20
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