20180808Application.pdf

L
Morgon Lewis CIRI6INAL
Tamar E. Finn
Brett P. Ferenchak
Patricia Cave
[e-mail]
[e-mail]
[e-mail]
August 7, 20LB
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Re:
Via Overnioht Courier & Electronic Filina
Diane Hanian, Commission Secretary
Idaho Public Utilities Commission
472 W. Washington Street
Boise, Idaho 83702
secreta ry@ puc. idaho. gov
Registration of Crown Castle Fiber LLC as a Wholesale Provider of
Telecommu nications Seruices
Dear Ms. Hanian:
Enclosed for filing with the Commission are an original and seven (7) copies of the
Registration of Crown Castle Fiber LLC ('Crown FiberJ as a Wholesale Provider of
Telecommunications Seruices within the State of ldaho.
Please date-stamp the extra copy and return it in the envelope provided. Should you have any
questions concerning this filing, please do not hesitate to contact the undersigned at (202)
739-3000.
submitted,
Tamar E. Finn
Brett P. Ferenchak
Patricia Cave
Counsel for Crown @stle Fiber LLC
Enclosure
Morgan, Lewis & Bockius r-r-p
1111 Pennsylvania Avenue, NW
Washington, DC 20004
United States
O +1.202.739.3000
O +1.202.739.3001
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BEFORE THE
PUBLIC UTILITIES COMMISSION
OF THE STATE OF IDAHO
Application of
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CROWN CASTLE FIBER LLC DocketNo.Le g-T- lg-at
For Registration as a Wholesale
Provider of Telecommunications Services in the
State of Idaho
APPLICATION OF CROWN CASTLE FIBER LLC
FOR REGISTRATION AS A WHOLESALE PROVIDER OF
TELECOMMUNICATIONS SERVICE IN IDAHO
Tamar E. Finn
Brett P. Ferenchak
Patricia Cave
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, N.W.
Washington, DC 20004Tel: [phone]
Fax: [phone]
tamar. fi nn@morganl ewi s. com
brett. ferenchak@morganlewi s. com
[e-mail]
Dated: August 7,2018
Counsel for Crown Castle Fiber LLC
BEFORE THE
PUBLIC UTILITIES COMMISSION
OF THE STATE OF IDAHO
Application of
CROWN CASTLE FIBER LLC
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Docket No.
For Registration as a Wholesale
Provider of Telecommunications Services in the
State of Idaho
APPLICATION OF CROWN CASTLE FIBER LLC
FOR REGISTRATION AS A WHOLESALE PROVIDER OF
TELECOMMUNICATIONS SERVICE IN IDAHO
Crown Castle Fiber LLC ("Crown Fiber" or "Applicant"), by its undersigned counsel and
pursuant to Idaho Code $$ 6l-526 through -528, IDAPA 31.01.01.114, Procedural Order No.
32277 issued in Case No. GNR-T-I1-01, and the rules of the Public Utilities Commission of Idaho
("Commission"), applies for Registration as a wholesale provider of telecommunications service
in the State of Idaho.
In support of its Application, Applicant submits the following information:
I. FORM OF BUSINESS
Applicant's legal name is Crown Castle Fiber LLC. Applicant's corporate headquarters is
located at 1220 Augusta Drive, Suite 600, Houston, TX77057. Applicant is a New York limited
liability company formed on Decemb er 24,2001 . A copy of its formation documents, as amended,
are attached hereto as Exhibit A. Attached as Exhibit B is a copy of Applicant's Certificate of
Authority to Transact Business as a foreign corporation in Idaho.
1
Applicant's registered agent for service is:
CT Corporation System
921 South Orchard Street
Suite G
Boise, ID 83705
This application is being filed in connection with a series of planned intra-company
transactions whereby certain of Applicant's operating company affrliates will be consolidated into
Applicant and certain of Applicant's parent companies also will be consolidated (the "Pro Forma
Consolidation"). The Pro Forma Consolidation is being undertaken, in part, to streamline the
corporate structure and operations of over 20 operating entities of Crown Castle International
Corp. ("CCIC") that provide fiber-based services into a single unified and rebranded operating
entity: Crown Castle Fiber LLC.
Upon completion of the Pro Forma Consolidation, Applicant will be a direct, wholly
owned subsidiary of Crown Castle Fiber Holdings Corp., a Delaware corporation, which is
currently a Delaware limited tiability company named LTS Group Holdings, LLCI and a direct,
wholly owned subsidiary of Crown Castle Operating Company ("CCOC"). CCOC is a Delaware
corporation and direct, wholly owned subsidiary of CCIC, a publicly traded corporation (lt{YSE:
CCI) that is incorporated under the laws of the State of Delaware. 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, operates, leases, or manages approximately
60,000 route miles of fiber and 40,000 towers and rooftop sites for wireless communications
equipment with a significant presence in the top 100 U.S. markets. Subsidiaries of CCOC,
I As part of the Pro Forma Consolidation, LTS Group Holdings, LLC will convert from a Delaware
limited liability company into a Delaware corporation and be renamed Crown Castle Fiber Holdings Corp.
Upon completion of the Pro Forma Consolidation, Crown Castle Fiber Holdings Corp. will remain a direct,
wholly owned subsidiary of CCOC.
2
including Applicant, provide transport, backhaul, and distributed antenna system ("DAS")/small
cell services as well as dedicated point-to-point telecommunications services.
Applicant is currently authorized to provide intrastate telecommunications service in
Connecticut, Delaware, District of Columbia, Florida, Georgia, Illinois, Maine, Maryland,
Massachusetts, New Hampshire, New Jersey, New York, North Carolina, Pennsylvania, Rhode
Island, Texas, Vermont, and Virginia, as well as by the Federal Communications Commission to
provide interstate telecommunications services. Applicant does not currently have any
subsidiaries. Applicant's affiliates are authorized to provide telecommunications services in the
District of Columbia and all states except Alaska, Montana and Wyoming. Applicant's affiliate,
Crown Castle NG West LLC ("CCNG-West"), is registered as a wholesale provider of
telecommunications in the State of Idaho effective January 12,2004.2 Upon completion of the Pro
Forma Consolidation, Applicant will be authorized to provide telecommunications services in the
same jurisdictions as its affiliates. Applicant has not been denied requested certification in any
jurisdiction, nor has any permit, license, or certificate been permanently revoked by any authority.
Applicant's business is building communications solutions for enterprise and carrier
customers individually for each project's needs. Applicant seeks to provide primarily facilities-
based Private Line, including Ethernet and Wavelength, services to wholesale (e.g., other carriers)
and customers in govemment, health care, education, financial services, and other enterprises.
Crown Fiber may also provide Dark Fiber, Dedicated Intemet Access and Collocation services to
these classes of customers should the market warrant such services. Applicant will primarily
provide services using its own facilities and facilities leased from other carriers. Applicant does
not have plans to deploy specific facilities in Idaho at this time.
2 CCNG-West filed a notice of name change on December 9,2014 reflecting the change from NextG
Networks of California, Inc. dba NextG Networks West to CCNG-West. As part of the Pro Forma
Consolidation, CCNG-West will be consolidated into Applicant, with Applicant surviving the merger.
Upon completion of the Pro Forma Consolidation, the Registration of CCNG-West will be surrendered.
3
Applicant seeks authority to provide wholesale telecommunications services statewide.
Applicant does not intend to offer voice services at the present time and does not seek authority to
do so. At this time, Applicant does not seek to terminate any small or rural exemptions existing
under Section 25 I (fX 1) of the Federal Telecommunications Act of I 996; however, Applicant seeks
statewide authority so that it may expand its service areas as those areas become open to
competition. To the extent Applicant may provide voice telephone services in the future, Applicant
intends to use the existing local exchange boundaries and established local calling scope of the
incumbent local exchange carriers in Idaho. Applicant concurs with the maps and exchange
boundaries filed with the Commission by the incumbent local exchange providers, including
CenturyLink and Frontier Communications.
The key officers and managers of Applicant are as follows:
Management Personnel
Name Title
James D. Young Senior Vice President and Chief Operating Officer - Fiber
Philip Olivero Fiber Solutions Chief Technology Officer
David Mayer Fiber Solutions General Counsel
Peter Zarrella Fiber Solutions Vice President Finance
Corporate Officer and Directors
Name Title
Kenneth J. Simon Director
Daniel K. Schlanger Director
Jay A. Brown President and Chief Executive Officer
Daniel K. Schlanger Senior Vice President, Chief Financial Officer and Treasurer
James D. Young Senior Vice President and Chief Operating Officer - Fiber
Robert C. Ackerman Senior Vice President and Chief Operating Officer - Towers
and Small Cell
Philip M. Kelley Senior Vice President - Corporate Development and Strategy
Mike Kavanagh Senior Vice President and Chief Commercial Officer
Laura Nichol Senior Vice President - Business Support
Kenneth J. Simon Senior Vice President and General Counsel
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Name Title
Mike Meadows Vice President - Service Delivery
Thomas D. Bone Vice President - Tax
Robert S. Collins Vice President and Controller
Monica Gambino Vice President * Legal and Assistant Secretary
Edward B. Adams, Jr Vice President - Litigation
Neil Dickson Vice President - Corporate and Commercial Transactions
Amy Donachy Vice President - Internal Audit
Ben Lowe Vice President - Corporate Finance
John Kearney Vice President - Financial Planning and Analysis
Mike Manczka Vice President - Operational Finance and Accounting
David O'Toole Vice President - Sales Operations
Christopher Mooney Vice President - Real Estate Acquisitions
Mark Schrott Vice President - Fiber Solutions Integration
Angela Siebe Vice President - Property Management
Cliff Abbio Vice President - Fiber Network Engineering
John Timney Vice President - Acquisition and Integration Support
Keith Monahan Director - Acquisitions
Donald J. Reid Secretary
Lynn Howell Assistant Secretary
Masha Blankenship Assistant Secretary
Mike Crawford Tax Officer
Deborah Kelly
All officers and directors can be reached through Applicant's place of business or by
telephone at978-264-6000. A description of the background of Applicant's key personnel, which
demonstrates the extensive telecommunications experience of Applicant's management team, is
provided as Exhibit C.
Applicant will perform network and equipment maintenance necessary to ensure
compliance with any quality of service requirements. Applicant will comply with all applicable
Commission rules, regulations and standards, and will provide safe, reliable and high-quality
telecommunications services in Idaho. Applicant will continuously monitor and maintain a high
level of control over its network ona24-hours-a-day,7-days-a-week basis.
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Tax Officer
II. CONTACTS
All correspondence and communications regarding this Application should be addressed
to Applicant' s attorneys:
Tamar E. Finn
Brett P. Ferenchak
Patricia Cave
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, N.W.
Washinglon, DC 20004
Tel: [phone]
Fax: [phone]
tamar.fi nn@morganlewi s.com
brett. ferenchak@moreanlewi s. com
plrtricia. cave@moreanlewis. com
Following the grant of this Application, the Commission should direct all correspondence,
including tariff and price list questions, directly to Crown Fiber's regulatory contact:
The following toll-free number is available for end user consumer inquiries:
1-888-583-4237
The person responsible for customer service is:
Ravindra Harcharan
Head of Customer Operations - Fiber Solutions
Crown Castle Fiber
80 Central Street
Boxborough, MA 01719Tel: [phone]
Fax: [phone]
ravindra. harcharan@ cro wncastle. com
6
Fernanda Biehl
Manager, Regulatory Affairs - Fiber
Crown Castle Fiber
2000 Corporate Drive
Canonsburg, PA 15317Tel: [phone]
Fax: [phone]
PUC. Correspondence@ crowncastle. com
III. INTERCONNECTION AGREEMENTS
Currently, Applicant only seeks to provide wholesale telecommunications services that do
not require an interconnection agreement in the State of Idaho. Accordingly, Applicant has not
initiated interconnection negotiations at this time. To the extent that an interconnection agreement
becomes necessary in the future, Applicant will seek to negotiate an interconnection agreement
with the relevant incumbent local exchange carrier(s) at that time. If Applicant reaches agreement
on an interconnection agreement through negotiation or arbitration, copies of the agreement will
be filed with the Commission for its approval.
ry. COMPLIANCE WITH COMMISSION RULES
Applicant has reviewed all applicable Commission rules, regulations and standards, and
will provide safe, reliable and high-quality telecommunications services in Idaho. Attached hereto
is a swom verification executed by Applicant stating that Applicant agrees to comply with all
Idaho laws and Commission rules and regulations.
V. CONSERVATION OF TELEPHONE NUMBERS
At this time, Applicant does not have any numbering resources and does not anticipate
obtaining numbering resources for Idaho. If applicant does obtain numbering resources for Idaho,
however, it acknowledges that it shall be subject to numbering conservation measures including
mandatory one thousand (1,000) block pooling. Attached hereto is a sworn verification
acknowledging Applicant's requirement to manage numbering resources. To the extent Applicant
has telephone number resources in Idaho, Applicant will evaluate its numbering resources and
donate to the numbering resource pool unused one thousand (1,000) number blocks and one
thousand (1,000) number blocks that have fewer than ten percent (10%) of telephone numbers
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assigned. Applicant will file the necessary utilization reports with the number administrator and
semi-annually report their number resource utilization reports with the number administrator and
semi-annually report their number resource utilization/forecast OIRUF) data at the one thousand
(1,000) block level for each rate center within their service territory.
Ix. PUBLIC INTEREST STATEMENT
Granting this Application will promote the public interest by increasing competition in the
provision of telecommunications services in Idaho. Applicant will deploy and expand a
competitive telecommunications infrastructure in the State, thereby driving prices closer to costs
and ensuring just and reasonable rates in addition to promoting efficiency in the delivery of
services and in the development of new services. Applicant will provide customers high quality,
cost effective telecommunications services, with an emphasis on customer service. Applicant's
operations will be overseen by a well-qualified management team with substantial
telecommturications experience and technical expertise.
These benefits work to maximize the public interest by providing continuing incentives for
carriers to reduce costs while simultaneously promoting the availability of potentially desirable
servrces.
X. CONCLUSION
Crown Castle Fiber LLC respectfully requests that the Commission grant the requested
registration/certification as a wholesale provider of telecommunications services in the State of
Idaho.
8
Tamar E. Finn
Brett P. Ferenchak
Patricia Cave
Morgan, Lewis & Bockius LLP
I111 Pennsylvania Avenue, N.W.
Washington, DC 20004Tel: [phone]
Fax: [phone]
tamar.fi nn@morganlewis. com
brett. ferenchak@mor ganlewis. com
patricia.cave@morganlewis. com
Counsel for Crown Castle Fiber LLC
Dated: August 7,2018
9
Exhibit A
Exhibit B
Exhibit C
LIST OF EXHIBITS
Formation Documents of Crown Fiber
Certificate of Authority to Transact Business of Crown Fiber
Management Biographies of Crown Fiber
RESTATED ARTICLES OF ORGANIZATION
LIGHTOWER FIBER NETWORKS II, LLC
Under Section 214 of the Limited Liability Company Law
of the State of New York
FIRST: The name of the limited liability company is "Lightower Fiber Networks
II, LLC" (the "Company")
SECOND: The Company was initially formed as a limited liability company
under the name "Con Edison Communications, LLC".
THIRD: The initial Articles of Organization of the Company were filed with the
Office of the Secretary of State of the State of New York on December24,200l (the "Articles of
Organization").
FOURTH: The following paragraphs of the Articles of Organization are hereby
amended to effect the following amendments authorized by the Limited Liability Company Law
of the State of New York:
A. Paragraph FOURTH of the Articles of Organization dealing with the service of
process address; and
B. Paragraph FIFTH is hereby added to the Articles of Organization dealing with
the registered agent.
The text of the Articles of Organization is hereby amended and restated set forth
in full as follows:
RESTATED ARTICLES OF ORGANIZATION
LIGHTOWER FIBER NETWORKS II, LLC
Under Section 203 of the Limited Liability Company Law
of the State of New York
FIRST: The name of the limited liability company is: Lightower Fiber Networks
II, LLC (the "Company").
OF
OF
SECOND: The county within the state of New York in which the principal office
of the Company is to be located is New York County.
THIRD: The Company is not to have a specific date of dissolution.
FOURTH: The Secretary of State is designated as the agent of the Company
upon whom process against the Company may be served. The post office address within or
without the State of New York to which the Secretary of State shallmail a copy of any process
against the Company served upon such Secretary of State is:
Crown Castle International Corp
1220 Augusta Drive, Suite 600
Houston, Texas 77057
Attention: General Counsel
FIFTH: The name and address of the registered agent for service of process of
the Company in the State of New York is The Corporation Trust Company, CT Corporation
System I I I Eighth Avenue - l3th Floor, Manhattan, New York in the County of New York
l00l l. The registered agent is to be the agent of the Company upon whom process against it may
be served.
IN WITNESS WHEREOF, this certificate has been subscribed this lst day of
November, 2017,by the undersigned who affirms that the statements made herein are true under
the penalties of perjury,
LIGHTOWER FIBER NETWORKS II, LLC
by
Name
Title: Senior Vice President and General
Counsel / Authorized Person
lsignature page to RestatedArticles of Orgqnlzationfor Lighlower Fiber Networlu ll, LLq
Restated Articles of Organization
(Title of Document)
OF
Lightower Fiber etworks II. LLC
(Entity Name)
Under Section 214 of the Limited Liability Company Law of the State of New York
(Law under which filing made)
Filed by:
Cravath Swoine & Moore, LLP
(Name)
825 8th Ave
(Mailing address)
New York, New York, 10019
(City, State and ZIP code)
EXHIBIT B
Certificate of Authority to Transact Business of Crown Fiber
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Sfate of ldaho
CEHTIFICATE OF REGISTRATION
OF
CROTIUN CASTLE FIBER LLC
File Number W 203110
l, LAWERENCE DENNEY, Secretary of State of the State oI ldaho, hereby
ceilify that an applicaton for Foreign Regislration Statement, duly executed pursuant to
the provisions of the ldaho Uniform Buslness Organization Code, has been received ln
this olfice and is found to conform to law.
ACCORDINGLY and by vlrtue ol the authority vested in me by hw, I issue this
Certiflcate ol Registration to transact business ln this Strate and attach herpto a
duplicate of the applicatlon lor such certificate.
Dated: .June 4,2018
r
Office of the Secretary of State
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By
SECRETARY OF STATE
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FOREIGN REGISTRATION STATETENT
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EXHIBIT C
Management Biographies of Crown Fiber
James D. Young, Senior Vice President and Chief Operating Officer - Fiber
James Young has been SVP and COO of Crown Castle Fiber since November 1,2017. Mr. Young
served as Crown Castle's President - Tower Operations from October 2005 until February 2009,
at which time he was appointed as Crown Castle's Senior Vice President and Chief Operating
Officer. He served in this capacity until his appointment to SVP and COO of Crown Castle
Fiber. Prior to joining Crown Castle and since 2000, Mr. Young was Region Vice President -
Engineering & Operations at Nextel where he oversaw site development, radio frequency
engineering and fixed network elements for Nextel's network in the northeastern United
States. From 1997 to 2000, Mr. Young was Vice President, Network/Operations - Florida with
Nextel, during which time he oversaw site development, radio frequency and network support for
Nextel's network in Florida.
Philip Olivero, Fiber Solutions Chief Technolory Officer
As Chief Technology Officer at Crown Castle Fiber, Mr. Olivero oversees the company's product
and market development. Mr. Olivero previously served in this capacity at Lightower until its
acquisition by Crown Castle in November 2017. Mr. Olivero came to the company during the
merger with Sidera Networks where he served as Executive Vice President and Chief Technology
Officer. Prior to this role, he was the Vice President of Engineering at AboveNet, where he was
responsible for all aspects of engineering across AboveNet's fiber, optical and IP/Ethernet
networks. Mr. Olivero also has served in executive level engineering and operations positions at
FiberTower, XO Communications and Fundy Communications (Canada) and held several
management positions of increasing responsibility at MCI and Bell Canada. Mr. Olivero holds a
Bachelor of Science in Electrical Engineering from the University of Waterloo (Canada).
David Mayer, Fiber Solutions General Counsel
David Mayer brings over 25 years of telecommunications and law expertise to Crown Castle Fiber.
Before joining the company, Mr. Mayer was Chief Executive Officer of the private equity fund
Viridian Investment Partners. Prior to this, he served as the Executive Vice President of Corporate
Development for One Communications. From 1999 through 2006, Mr. Mayer was General
Counsel and Executive Vice President of Business Development for Conversent Communications.
Before joining Conversent, Mr. Mayer was in private practice primarily to the communications
industry. Mr. Mayer received a B.A. from Yale and a J.D. from the University of Texas.
Peter Zarrella, Fiber Solutions Vice President Finance
As the Vice President, Finance at Crown Castle Fiber, Peter is responsible for the integration of
the various fiber acquisitions into one Fiber Solutions financial organization. Before he joined
Crown Castle during 2017, Peter was a key member of the former Lightower Fiber Networks
Finance team where he played an integral role in helping build the department during a period of
exceptional growth. Prior to joining the Lightower team, Peter began his career with Ernst and
Young and progressed through increasing leadership roles with several companies including
Honeywell International. Peter has a Bachelor's degree in accounting from Bentley University
and is a Certified Public Accountant.
STATE OF RHODE ISLAND
COLINTY OF PROVIDENCE
VERIFICATION
I, David L. Mayer, state that I am the General Counsel Fiber Solutions for Crown Castle
Fiber LLC ("Crown Fiber"); that I am authorized to make this Verification on behalf of Crown
Fiber; that the foregoing filing was prepared under my direction and supervision; that Crown Fiber
will comply with all Idaho laws and Commission rules and regulations, including rules regarding
the conservation of telephone numbers; and that the contents of the foregoing filing are true and
correct to the best of my knowledge,belief.
David L. Mayer
Fiber Solutions General Counsel
Crown Castle Fiber LLC
Sworn and subscribed before me this -llp- day of July, 2018
ELIZABETH OBDEUS
Notary Public, State ol Rhode lsland
My Commission Expires June 25,2022
Notary Public
My commission expires
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