Attachment SCL Assignment Narra

This document pretains to SCL-ASG-20160526-00013 for Assignment on a Submarine Cable Landing filing.

IBFS_SCLASG2016052600013_1137125

                                        Before the
                            Federal Communications Commission
                                   Washington, DC 20554


In the Matter of                         )
                                         )
Allstream Fiber US, Inc., Assignor       )           File No. SCL-________________
                                         )
And                                      )
                                         )
Zayo Group, LLC, Assignee                )
                                         )
Application for the Pro Forma Assignment )
of a Cable Landing License               )

To: Chief, International Bureau

    APPLICATION FOR PRO FORMA ASSIGNMENT OF CABLE LANDING LICENSE

       Pursuant to the Cable Landing License Act, 47 U.S.C. §§ 34-39, and Section 1.767 of the
Federal Communications Commission’s (“FCC” or the “Commission”) regulations, Allstream
Fiber US, Inc. (“Allstream”) and Zayo Group, LLC (“Zayo”) (together, the “Applicants”) hereby
seek consent for the pro forma assignment of its one-quarter interest in the AmeriCan-1
submarine cable landing license (the “SCL License”).1

Description of Transaction and Public Interest Statement

        Currently, Allstream is a wholly-owned, direct subsidiary of Zayo.2 Pursuant to an
internal reorganization, Allstream will be merged with and into Zayo. As a result of the
reorganization, Zayo will become a co-licensee of the SCL License. This restructuring will not
change the ultimate control of the interest in the SCL License. Accordingly, this reorganization
qualifies as a pro forma assignment.3 The Commission has recognized that pro forma
transactions result in no “change in the ultimate control of the interest in the cable landing
license” nor any “changes to the cable system itself as previously evaluated at the time of the


1
    See IB File No. SCL-LIC-19980123-00002 & SCL-MOD-19990901-00016.
2
  The Commission previously approved the transfer of control of Allstream’s interest in the SCL
license held by Allstream from MTS Inc. to Zayo. See IB File No. SCL-T/C-20151125-00032
(granted Jan. 7, 2016).
3
 See In the Matter of Review of Commission Consideration of Applications Under Cable
Landing License Act, Report and Order, 16 FCC Rcd 22167, 22199 ¶ 61 (2001) (“SCL Transfer
Order”) (citing 47 C.F.R. § 63.24).



                                               -1-


initial license application.”4 The Commission has stated that, in situations “where no substantial
change of control will result from the transfer or assignment, grant of the application is deemed
presumptively in the public interest and the application is placed on public notice as granted.”5
As this assignment of the SCL is from a wholly-owned Zayo subsidiary to Zayo, there has been
no substantial change in control of the license. Consequently, the assignment is pro forma in
nature and expeditious grant of this application will serve the public interest.
         SCL licenses granted after the effective date of the SCL Transfer Order that undergo pro
forma assignments and transfers of control need only provide post-consummation notice to the
Commission.6 Because the SCL License was granted prior to the SCL Transfer Order, however,
it is not subject to this exception to the Commission’s prior approval requirement. Thus, the
Applicants respectfully request that the Commission expeditiously grant the instant pro forma
assignment application. This internal restructuring is scheduled to occur on June 30, 2016.

       Below is the information required pursuant to Section 1.767 of the Commission’s
Rules, 47 C.F.R. § 1.767:

Information Required by Section 1.767(a)(1)-(3) (Name, address, telephone number, place
of formation of Applicants, and correspondence recipient):

          Assignor/Licensee:   Allstream Fiber US, Inc.
                               21st Floor, 333 Main Street
                               Winnipeg, Manitoba, Canada R3C 3V6
                               Tel: 204-941-4754
                               FRN: 0007477755
                               Citizenship: Delaware (U.S.)

          Assignee:            Zayo Group, LLC
                               1805 29th Street, Suite 2050
                               Boulder, CO 80301
                               Tel: 303-381-4683
                               FRN: 0016555849
                               Citizenship: Delaware (U.S.)


4
    Id.
5
  In the Matter of Fed. Communications Bar Ass’n’s Petition for Forbearance from Section
310(d) of the Communications Act Regarding Non-Substantial Assignments of Wireless Licenses
& Transfers of Control Involving Telecomms. Carriers, Memorandum Opinion and Order, 13
FCC Rcd 6293, 6295 ¶ 2 (1998). See also In the Matter of 1998 Biennial Review – Review of
International Common Carrier Regulations, Report and Order, 14 FCC Rcd 4909, 4928 ¶ 42
(1999) (finding that“[r]egulatory review of [pro forma] transactions yields no significant public
interest benefits, but may delay or hinder transactions that could provide substantial financial,
operational, or administrative benefits to carriers.”).
6
    SCL Transfer Order, ¶62; see also 47 C.F.R. § 1.767(g)(7).



                                                -2-


         Correspondence concerning this application should be sent to:

         Ray Rutngamlug
         Douglas Svor
         Sheppard Mullin Richter & Hampton LLP
         2099 Pennsylvania Ave NW, Suite 100
         Washington, DC 20006
         Telephone: (202) 747-1900
         Fax: (202) 747-1901
         Email: rrutngamlug@sheppardmullin.com
         Email: dsvor@sheppardmullin.com

Information Required by Section 1.767(a)(4) (Description of Cable System):

       Licensee is a co-licensee in the SCL License that is authorized to land and operate in the
United States a private submarine fiber optic cable extending between the United States and
Canada (the AmeriCan-1 submarine cable).7

Information Required by Section 1.767(a)(5) (Landing Points):

       The landing points of the SCL License are in the state of Washington and Victoria,
Canada. Additional details of the landing points are available in IB File No. SCL-LIC-19980123-
00002.

Information Required by Section 1.767(a)(6) (Common Carrier Status of Submarine
Cable):

         The AmeriCan-1 cable will continue to be operated on a non-common carrier basis.

Information Required by Section 1.767(a)(7) (Ownership of Submarine Cable):

         Allstream currently holds a one-quarter interest in the capacity and the related support
facilities and structures of the AmeriCan-1 submarine cable, and that interest will not change as a
result of the instant pro forma transaction.

Information Required by Section 1.767(a)(8) (Incorporation of Requirements of Section
63.18(h) and 63.18(o) of the Commission’s rules, 47 C.F.R. §§ 63.18(h), (o)):

         Section 1.767(a)(8)(i) – Ownership Information Required by Section 63.18(h)

        Upon completion of the Transaction, the following entities will hold, directly or
indirectly, a 10% or greater interest in Assignee:


7
    See IB File No. SCL-LIC-19980123-00002 & SCL-MOD-19990901-00016.



                                                -3-


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

       Name:          Zayo Group Holdings, Inc. (“Zayo Holdings”)
                      Address: 1805 29th Street
                      Boulder, CO 80301
                      Citizenship: U.S. (Delaware)
                      Principal Business: Holding Company
                      % Interest: 100% (directly in Zayo)

        The following entities and individuals currently hold a ten percent (10%) or greater,
direct or indirect, interest in Zayo Group Holdings, Inc.:

       Name:          GTCR Partners X/A&C LP
                      Address: 300 N. LaSalle Street, Suite 5600
                      Chicago, IL 60654
                      Citizenship: U.S.
                      Principal Business: Investments
                      % Interest: 18.70% (indirectly in Zayo Holdings as the general partner of
                      (i) GTCR Fund X/A LP (9.31% direct interest in Zayo Holdings), (ii)
                      GTCR Fund X/C LP (2.67% direct interest in Zayo Holdings) and (iii)
                      GTCR Investors (CII) LP (6.73% direct interest in Zayo Holdings))

       Name:          GTCR Investment X LLC
                      Address: 300 N. LaSalle Street, Suite 5600
                      Chicago, IL 60654
                      Citizenship: U.S.
                      Principal Business: Investments
                      % Interest: 18.79% (indirectly in Zayo Holdings as the general partner of
                      (i) GTCR Partners X/A&C LP and (ii) GTCR Co-Invest X/C LP (0.08%
                      direct interest in Zayo 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,




                                                -4-


owns or controls a 10% or greater interest in Zayo Holdings through GTCR Partners X/A&C LP
or GTCR Investment X LLC.

        Zayo Holdings is a publicly traded company whose stock ownership varies on a daily
basis. Based on information filed with the SEC with respect to Zayo Holdings and other
information provided to Zayo Holdings, to the knowledge of Zayo no other person or entity
currently holds a 10% or greater direct or indirect interest in Zayo.

         Section 63.18(h) – Interlocking Directorates:

       Except for the foreign carrier subsidiaries listed below, which share certain directors with
Zayo, Zayo does not have any interlocking directorates with a foreign carrier.

         Section 1.767(a)(8)(ii) – Certification Regarding Foreign Carrier Status and Foreign
Affiliation:

         Zayo holds a Reseller Registration and Basic International Telecommunication Services
License in Canada and thus is itself a non-dominant foreign carrier in Canada. As described in
prior filings by Zayo8, Zayo also is affiliated with its following foreign carrier subsidiaries:

Country                                           Affiliate Name

Canada                                            360networks Vancouver Ltd.
(WTO Member)
                                                  A Canadian entity.

Canada                                            Zayo Canada, Inc.

(WTO Member)                                      A Canadian entity.

Canada                                            Delphi Solutions Corp.

(WTO Member)                                      A Canadian entity.

France, Germany, Netherlands United               Zayo Group EU Limited
Kingdom (WTO Members)
                                                  A UK entity.

Germany and United Kingdom (WTO                   Zayo Group UK Limited
Members)
                                                  A UK entity.



8
 See IB File Nos. FCN-NEW-20141126-00019, ITC-ASG-20130628-00178 and ITC-ASG-
20130506-00131.



                                                -5-


Country                                          Affiliate Name

Japan                                            MFN Japan KK
(WTO Member)
                                                 A Japanese entity.

United Kingdom and Ireland (WTO                  Geo Networks Limited.
Members)
                                                 A U.K. entity.

United Kingdom (WTO Member)                      Geo Metro Limited

                                                 A U.K. entity.

United Kingdom (WTO Member)                      FibreSpeed Limited

                                                 A U.K. entity.

France, United Kingdom, Spain, Germany,          Zayo France SAS
Austria, Switzerland, Netherlands,
Luxembourg, Belgium (WTO Members)                A French entity.


France (WTO Member)                              Neocenter Est SARL

                                                 A French entity.

France (WTO Member)                              Neocenter Ouest SAS

                                                 A French entity.


        Zayo and each of its subsidiaries listed above are non-dominant in the countries where
they are foreign carriers since they each hold less than a 50% market share in the international
transport and local access markets in the countries where they operate. None of these
entities are on the Commission’s list of foreign carriers presumed to possess market power.9
Additional information regarding Zayo’s affiliates is provided in the long-form transfer of
control application transferring control of Allstream from MTS Inc. to Zayo that was approved
by the Commission.10

       Section 1.767(a)(8)(iii) – Certification Regarding Destination Markets:

9
  See The International Bureau Revises and Reissues the Commission's List of Foreign
Telecommunications Carriers that Are Presumed to Possess Market Power in Foreign
Telecommunications Markets, Public Notice, DA 07-233 (rel. Jan. 26, 2007).
10
   See IB File No. SCL-T/C-20151125-00032 (granted Jan. 7, 2016).



                                               -6-


          Zayo certifies that following consummation of the transaction, Zayo and one or more of
its affiliates will provide international telecommunications services in the destination market of
the AmeriCan-1 Cable: Canada. As stated above, Zayo, Zayo Canada Inc., 360networks
Vancouver Ltd., and Delphi Solutions Corp. are all non-dominant foreign carriers in Canada.

          Section 1.767(a)(8)(iv) – Demonstration Regarding WTO Status and Market Power:

          All of the countries listed above are WTO member countries.

          Section 63.18(o) – Certification Regarding Anti-Drug Abuse Act of 1988:

        Each Applicant certifies, pursuant to Sections 1.2001 through 1.2003 of the
Commission’s Rules, 47 C.F.R. §1.2001-1.2003 that it is not subject to a denial of federal
benefits pursuant to section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. § 853a.

Information Required by Section 1.767(a)(9) (Certification):

       Zayo certifies that it accepts and will abide by the routine conditions set forth in Section
1.767(g) of the Commission’s Rules, 47 C.F.R. §1.767(g).

Pro Forma Certification and Request for Streamlining:

         The Applicants certify that this transaction is entirely pro forma in nature and will not
result in a change in the actual controlling party of the AmeriCan-1 cable.11 The Applicants also
respectfully request streamlined processing of this application. This application qualifies for
streamlining because Zayo and its foreign carrier affiliates all lack market power for the reasons
described above and this pro forma transaction creates no new foreign carrier affiliations for
Zayo. Thus the Applicants request that the Commission expeditiously grant the instant pro
forma assignment application.




11
     47 C.F.R. § 1.767(g)(7), 63.24(f)(2)(ii).



                                                 -7-


Conclusion

       For the foregoing reasons, the Applicants respectfully submit that grant of this pro forma
assignment application will serve the public interest, convenience and necessity.

                                                     Respectfully submitted,

                                                     /s/ Ray Rutngamlug
                                                     Ray Rutngamlug
                                                     Douglas Svor
                                                     Sheppard Mullin Richter and Hampton LLP
                                                     2099 Pennsylvania Ave NW, Suite 100
                                                     Washington, DC 20006
                                                     Telephone: (202) 747-1934
                                                     Fax: (202) 747-3845
                                                     E-mail: rrutngamlug@sheppardmullin.com

Date: May 26, 2016                                   Counsel to Zayo Group, LLC




                                               -8-


                                        VERIFICATION

         I, Gregg Strumberger, state that I am General Counsel of Zayo Group, LLC ("Zayo");
 that I am authorized to make this verification on behalf of Zayo and its subsidiary Allstream
 Fiber US, Inc. ("Licensee"); that the statements regarding the transaction, Zayo and the Licensee
in the foregoing application are true and correct to the best of my knowledge and belief.
I declare under the penalty of perjury that the foregoing is true and correct.


                                                                   .,Grég’g S;'umberger
                                                             _ General Counsel
                                                        *           Zayo Group, LLC

Executed: May2{g7016




SMRH22518366L.1                                —9—



Document Created: 2016-05-26 21:15:51
Document Modified: 2016-05-26 21:15:51

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