20120410 Application.pdf

BING HAM R - ('
Jean L. Kiddoo
Brett P. Ferenchak
[e-mail]
[e-mail]
April 9, 2012
Via Overnight Courier
Ms. Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83702
712R 10 AM10:3O
-s - --
Re: Application of Onvoy, Inc. d/b/a Onvoy Voice services for a
Registration/Certification as a Wholesale Provider of Telecommunications
Services
Boston
Hartford
Hong Kong
London
Los Angeles
New York
Orange County
San Francisco
Santa Monica
Silicon Valley
Tokyo
Washington
Dear Ms. Jewell:
On behalf of Onvoy, Inc. d/b/a Onvoy Voice Services ("Onvoy"), enclosed for filing are
an original and three (3) copies of the above-referenced Application. The original copy
of the Application is unbound.
Please date-stamp the enclosed extra copy of this filing and return it in the envelope
provided. Should you have any questions, please do not hesitate to contact Brett
Ferenchak at 202-373-6697.
Respectfully submitted,
Lj31 J'-
Jean L. Kiddoo
Brett P. Ferenchak
Bingham McCutchen LIP
2020 K Street NW
Washington, DC
20006-1806
1+1.202.373.6000
F +1.2023736001
biflgham. corn A174845269.1
RE CE V ED
BEFORE THE 2012 AFR 10 AM 10 31
IDAHO PUBLIC UTILITIES COMMISSION
n 'r CJ310\
)
Application of )
)
Onvoy, Inc. )
d/b/a Onvoy Voice Services
) Docket No.
for a Registration/Certification as a Wholesale )
Provider of Telecommunications Services )
APPLICATION
Onvoy, Inc. dfb/a Onvoy Voice Services ("Onvoy" or "Applicant"), by its undersigned
counsel and pursuant to Order No. 32277 issued in Case No. GNR-T-1 1-01,
IDAPA 31.01.01.114 and Title 62 of the Idaho Code, hereby applies to the Idaho Public Utilities
Commission ("Commission") for a Registration/Certification as a wholesale provider of
telecommunications service in the State of Idaho.
In support of this Application, Onvoy hereby provides the following information:
I. Name, Address and Form of Business (IDAPA 31.01.01.114.01)
Applicant's legal name is Onvoy, Inc. Applicant does not maintain a place of business in
Idaho but may be reached at its principal place of business:
Onvoy, Inc.
300 South Highway 169, Suite 700
Minneapolis, MN 55426-1137
763-230-2036 (Tel)
952-230-4200 (Fax)
www.onvoy.com
Onvoy is a corporation organized under the laws of the State of Minnesota. Copies of
Applicant's Amended and Restated Articles of Incorporation, Certificate of Authority to transact
A174869418.1
business as a foreign corporation in Idaho, and Certificate of Assumed Name are attached hereto
as Exhibits 1. 2 and 3, respectively.
Applicant's registered agent in Idaho is:
CT Corporation System
1111 West Jefferson, Suite 350
Boise, ID 83702
The principal officers and directors of Applicant are as follows:
Officers:
Dan Caruso, CEO and President
Ken desGarennes, Vice President and CFO
Scott Beer, Vice President, Secretary and General Counsel
Directors:
Daniel P. Caruso
Gillis Cashman
John Siegel
John A. Downer
Michael Choe
Rick Connor
Each of the these persons can be reached at:
400 Centennial Parkway, Suite 200
Louisville, CO 80027
303-381-4664 (Tel)
Onvoy is wholly-owned by Zayo Group Holdings, Inc., a Delaware corporation. A chart
of the corporate ownership structure of Onvoy, including Applicant's subsidiaries and affiliates,
is provided as Exhibit 4.
2
A174869418.1
II.Contacts for Application
All correspondence and communications regarding this Application should be addressed
to:
Jean L. Kiddoo
Brett P. Ferenchak
Bingham McCutchen LLP
2020 K Street, N.W.
Washington, DC 20006
202-373-6000 (Tel)
202-373-6001 (Fax)
[e-mail]
[e-mail]
with a copy to:
Scott Sawyer, General Counsel
Onvoy, Inc.
300 South Highway 169, Suite 700
Minneapolis, MN 55426-1137
952-230-4660 (Tel)
952-230-4300 (Fax)
[e-mail]
III.Tariff and Customer Contact (IDAPA 31.01.01.114.05)
Onvoy's general email address and toll-free number for all informal customer complaints
is:
Onvoy Customer Care
300 South Highway 169, Suite 700
Minneapolis, MN 55426-1137
800-933-1224, option 4 (Toll Free)
952-230-4277 (Fax)
customercareonvoy.com
3
A/74869418.1
Commission informal complaints may be directed to:
Mary T. Buley, Senior Regulatory & Interconnection Manager
Onvoy, Inc.
300 South Highway 169, Suite 700
Minneapolis, MN 55426-1137
952-230-4183 (Tel)
952-230-4200 (Fax)
[e-mail]
Ms. Buley is also responsible for responding to Commission inquires concerning rates
and price lists or tariffs.
Upon registration, general questions from the Commission regarding Applicant should be
directed to:
Scott Sawyer, General Counsel
Onvoy, Inc.
300 South Highway 169, Suite 700
Minneapolis, MN 55426-1137
952-230-4660 (Tel)
952-230-4300 (Fax)
[e-mail]
III.Interconnection Agreements (IDAPA 31.01.01.114.06)
Onvoy has not yet initiated interconnection negotiations but intends to do so as necessary
and upon being granted authority by the Commission. Once Onvoy has conducted negotiations
and reached agreements by negotiation or arbitration, copies of the interconnection agreements
will be filed with the Commission for its approval.
IV.Compliance with Commission Rules (IDAPA 31.01.01.114.07)
Attached hereto is a sworn verification executed by Applicant stating that the Applicant
agrees to comply with all Idaho laws and Commission rules and regulations.
4
A174869418.1
V. Conservation of Telephone Numbers (IDAPA 31.01.01.114.08)
Attached hereto is a sworn verification acknowledging that to the extent Onvoy has
telephone number resources in Idaho, Onvoy shall be subject to numbering conservation
measures including mandatory one thousand (1,000) block pooling. Onvoy will evaluate their
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 the telephone numbers assigned. Applicable carriers shall also file the necessary utilization
reports with the number administrator and semi-annual report their number resource
utilization/forecast (NRUF) data at the one thousand (1,000) block level for each rate center
within their service territory.
5
A/74869418.1
VI. CONCLUSION
WHEREFORE, Onvoy, Inc. dlbla Onvoy Voice Services respectfully requests that,
pursuant to Order No. 32277 issued in Case No. GNR-T-1 1-01, IDAPA 31.01.01.114 and Title
62 of the Idaho Code, the Idaho Public Utilities Commission issue Onvoy a
Registration/Certification as a wholesale provider of telecommunications service in the State of
Idaho.
Respectfully submitted,
_,l,
Jean L. Kiddoo
Brett P. Ferenchak
Bingham McCutchen LLP
2020 K Street, N.W.
Washington, DC 20006
Tel: [phone]
Fax: [phone]
jean.kiddoobingham.com
brett.ferenchakbingham.com
Counsel for Onvoy, Inc.
Dated: April 9, 2012
6
A/74869418.1
LIST OF EXHIBITS
Exhibit 1 Amended and Restated Articles of Incorporation
Exhibit 2 Certificate of Authority to Transact Business
Exhibit 3 Certificate of Assumed Name
Exhibit 4 Corporate Ownership Structure Chart
Verification
A/74869418.1
EXHIBIT 1
Amended and Restated Certificate of Incorporation
A174869418.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ONVOY, INC.
ARTICLE I
The name of this Corporation is Onvoy, Inc.
ARTICLE II
The address of the registered office of the Corporation in Minnesota is CT Corporation
System, Inc., 100 South Fifth Street, Suite 1075, Minneapolis, Minnesota 55402. The name of
the registered agent of the corporation at that address is CT Corporation System, Inc.
ARTICLE III
This Corporation is authorized to issue an aggregate total of one thousand (1,000) shares,
all of which shall be designated Common Stock, no par value per share.
ARTICLE IV
The name and address of the incorporator of this Corporation are as follows: Scott E.
Beer, CH Holdco, Inc., 950 Spruce Street, Suite IA, Louisville, Colorado 80027.
ARTICLE V
No shareholder of this Corporation shall have any cumulative voting rights.
ARTICLE VI
No shareholder of this Corporation shall have any preemptive rights by virtue of
Section 302A.413 of the Minnesota Statutes (or similar provisions of future law) to subscribe fbr,
purchase, or acquire any shares of the Corporation, of any class, whether unissued or now or
hereafter authorized, or any obligations or other securities convertible into or exchangeable for
any such shares.
ARTICLE VII
Any action required or permitted to be taken at a meeting of the Board of Directors of
this Corporation not needing approval by the shareholders under Minnesota Statutes, Chapter
302A, may be taken by written action signed, or consented to by authenticated electronic
communication, by the number of directors that would be required to take such action at a
meeting of the Board of Directors at which all directors were present.
4850.0978-6626\I
ARTICLE VIII
Any action required or permitted to be taken at a meeting of shareholders of this
Corporation may be taken by written action signed, or consented to by authenticated electronic
communication, by shareholders having voting power equal to the voting power that would be
required to take the same action at a meeting of the shareholders at which all shareholders were
present, but in no event may written action be taken by holders of less than a majority of the
voting power of all shares entitled to vote on that action.
ARTICLE IX
Unless otherwise provided by the Board of Directors, no shareholder of this Corporation
shall be entitled to exercise statutory dissenters' rights under Section 302A.471 of the Minnesota
Statutes (or similar provisions of future law) in connection with any amendment to these Articles
of Incorporation.
ARTICLE X
Approval of the shareholders of this Corporation shall not be required under Section
302A.405 of the Minnesota Statutes (or similar provisions of future law) in connection with the
issuance of shares of a class or series, shares of which are then outstanding, to holders of shares
of another class or series.
ARTICLE XI
No director of this Corporation shall be personally liable to the Corporation or its
shareholders for monetary damages for breach of fidUciary duty by such director as a director,
provided, however, that this Article shall not eliminate or limit the liability of a director to the
extent provided by applicable law (1) for any breach of the director's duty of loyalty to the
Corporation or its shareholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section 302A.559 or 80A.23 of
the Minnesota Statutes (or similar provisions of future law), (4) for any transaction from which
the director derived an improper personal benefit, oi (5) for any act or omission occurring prior
to the effective date of this Article. No amendment to or repeal of this Article shall apply to or
have any effect on the liability or alleged liability. of.anydirector of the Corporation for or-with-
respect to any acts or omissions of such director occurring añd1iieñt öriàpeal.
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EXHIBIT 2
Certificate of Authority to Transact Business
A174869418.1
Sta te'o I Idah o
I Office of the Secretary K.]II1(e I
CERTIFICATE OF AUTHORITY
OF
ONVOY, INC.
Fi!e Nurn.Pe[C 192733"j.

7.. ..-
I, BEN YSURSA r SeCretaj ofState-of theState:of•Idàho, hereby certify that an

-/ . ,. -c ':•-
Application for Certificàte'if Authorii9dulyexecut4dpurèuanttdthe provisions of the
Idaho Business Corporation Aät has been received inthis office and is found to
• . . . 1• . \ '1 conform to law. 4 ."i),
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!..- '• - .' ..-. - S ._ •' j

I
•,• ... . , ..;• /
ACC0RDINGL and by virtije of th authoilty, vestedin me by law, I issue this
• . . •'
Certificate of Authority to transact business in this Statefand attach hereto a duplicate of
:- , ç • '\
the application for such certificate. • ••' .:
/ ' 'i".
• - .,

Dated: November 3, 2011 ':
:11
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•1.
By
SECRETARY OF STATE
EXHIBIT 3
Certificate of Assumed Name
A/74869418.1
OILED EFFECTIVE
CERTIFICATE OF (jJ ASSUMED BUSINESS NAME
Pursuant to Section 53.5D4, Idaho Code, the undersigned "LtR' submits for filing a certificate of Assumed Business Name.
Please tvDe or erint leathly,
instructions are Included on back of anpilcation.
'RETARY OF STA.I°
STATE OF W?AHO
1. The assumed business name which the undersigned use(s) in the transaction of
business Is:
Onvoy Voice Services
2• The true name(s) and business address(es) of the entity or Individual(s) doing
business under the assumed business name:
Name Comete Address
Onvoy, Inc. 300 South Highway 169, Suite 700
97 A I Minneapolis. MN 55426
3.The general type of business transacted under the assumed business name is:
O Retail Trade 0 Transportation and Public Utilities
O Wholesale Trade 0 Construction
[Z] Services El Agriculture
O Manufacturing El Mining Submit Certificate of
Assumed Business O Finance, Insurance, and Real Estate Name and $25.00 fee to:
4.The name and address to which Mure Secretary of State

correspondence should be addressed: 450 North 4th Street
Mary T. Buley P0 Box 83720
300 South Highway 189, Suite 700 BoiselD8370-0O80
208 334-2301 Minneapolis, MN 55426
5.Name.and address for this acknowledgment
COPY Is (vdhw than s4abe):
Sacretaly of Stats us. only
Signature: /'__ .-L.
Printed Name: 4c(biefj1 decze'ie
Capacity/Title: CEO
Signature:
Printed Name:
Capacity/Title:__________________ IDAHO SECRETARY OF STATE
11/03/2011 ø5:ø Ut: 25468 CI: 29168 911: 1296798 1 9 25.89 = 25.88 IISSUII tlA$E 112
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EXHIBIT 4
Corporate Structure Chart
AJ74869418.1
Corporate Structure of Onvoy, I nc.*
* The entities listed herein only include those
affiliates of Onvoy that (1) hold authorization to
provide intrastate, interstate or international
telecommunications services, (2) hold Canadian
licenses, or (3) are in the chain of ownership of
those entities described in (1) and (2).
Communications Infrastructure Investments, LLC
(CII")
100%
Zayo Group Holdings, Inc.
("Holdings")
100%
Onvoy, Inc. Zayo Group, LLC
("Onvoy") ("Zayo")
100% I
100%
American Fiber Systems 36Onetworks holdings (USA) inc.
Holding Corp. ("360-Holdings")
100% 100%
Zayo Enterprise Minnesota Independent
Networks, LLC Equal Access Corporation
("ZEN") ("MIEAc") American Fiber 360networks (USA) inc. 360networks
Systems, Inc. (360networks") Vancouver Ltd.
("AFS")
STATE OF'
VERIFICATION
COUNTY OF
Bcor
I. Scott Sawyer, state that I am General Counsel of Onvoy. Inc. dlb/a Onvoy Voice
Services that I am authorized to make this Verification; that the foregoing filing was prepared
under my direction and supervision; that the Applicant will comply with all Idaho laws and
Commission rules and regulations. including rules regarding the conservation of telephone
numbers,-, and that matters set forth in the filing are true and correct to the best olmy knowledge.
infhrmation, and belief.
General Counsel
Onvov, Inc.
A -1
SWORN TO AND SUBSCRIBED before me on the _day of L , 2012.
Notary PtCt6WP
My commission expires
A/74804418.1