20121220Application.pdf

I *
BING HAM
Jean L. Kiddoo
Brett P. Ferenchak
[e-mail]
[e-mail]
December 19, 2012
Via Overnight Courier
Ms. Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83702
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Bingham McCutchen LIP
2020 K Street NW
Washington, DC
20006- 180 6
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Re: Application of Zayo Group, LLC for a Registration/Certification as a
Wholesale Provider of Telecommunications Services
Dear Ms. Jewell:
On behalf of Zayo Group, LLC ("Zayo"), 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,
Jean L. Kiddoo
Brett P. Ferenchak
Counsel to Zayo
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
)
Application of )
)
Zayo Group, LLC )
) Di.,eketNo.
for a Registration/Certification as a Wholesale )
Provider of Telecommunications Services )
Z/4 Y- T-/ -1-0 I
APPLICATION
Zayo Group, LLC ("Zayo" 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, Zayo hereby provides the following information:
I. Name, Address and Form of Business (IDAPA 31.01.01.114.01)
Applicant's legal name is Zayo Group, LLC. Applicant does not maintain a place of
business in Idaho but may be reached at its principal place of business:
Zayo Group, LLC
400 Centennial Parkway, Suite 200
Louisville, Colorado 80027
303-381-4683 (tel)
303-604-6869 (fax)
www.zayo.com
Zayo is a Delaware limited liability company. Copies of Applicant's formation
documents and Certificate of Authority to transact business as a foreign corporation in Idaho are
attached hereto as Exhibits 1 and 2, respectively.
A175269140.3
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
Christopher Yost, Assistant 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 through Zayo's General Counsel at:
400 Centennial Parkway, Suite 200
Louisville, CO 80027
303-381-4664 (Tel)
II. Subsidiary Information (IDAPA 31.001.O1.114.O1(c)(vi))
In order to simplify its corporate structure, Zayo is undertaking certain pro forma intra-
company transactions that will result in the roll-up of several subsidiaries into Zayo. Ultimately,
Zayo will be the Company entity that provides of telecommunications services throughout the
United States. Initially, USCarrier Telecom, LLC will also remain as a subsidiary of Zayo and
provides telecommunications services in: Alabama, Florida, Georgia, South Carolina and
Tennessee. Zayo has one subsidiary, 360networks (USA) inc., that is authorized to provide
competitive local exchange services in Idaho. See Certificate No. 452, Order No. 29925, Docket
No. WFN-T-05-1. All of Zayo's subsidiaries have the same corporate address as Zayo.
2
A175269140.3
Diagrams illustrating the organizational structure of Zayo and its subsidiaries before and after the
Pro Forma Transactions are provided in Exhibit 3.
III.Description of Proposed Services
Zayo has currently registered as an "Other Telecommunications Provider" and provides
Private Line, Ethernet, Wavelength, Dedicated Internet Access and Collocation services to
wholesale (e.g., other carriers) and large enterprise customers. Zayo seeks authority to provide
other telecommunications services to wholesale customers, including switched access services,
so that it has flexibility in the types of services it will offer its customers. Zayo does not currently
intend to provide retail voice local exchange services, and will seek a certificate from the
Commission prior to providing such services in the future, if at all.
IV.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)
jean.kiddoobingham.com
brett.ferenchakbingham.com
with a copies to:
Scott E. Beer, General Counsel
Jill Sandford, Associate General Counsel
Zayo Group, LLC
400 Centennial Parkway, Suite 200
Louisville, CO 80027
914-421-7585 (tel)
914-421-6793 (fax)
3
A175269140.3
[e-mail]
jill.sandfordzayo.com
V. Tariff and Customer Contact (IDAPA 31.01.01.114.05)
Zayo's general email address and toll-free number for all informal customer complaints
is:
Zayo Customer Care
800-390-6094 (tel)
303-604-6869 (fax)
bil1ingzayo.com
Commission informal complaints may be directed to:
Jill Sandford, Associate General Counsel
360 Hamilton Avenue
White Plains, NY 10601
914-421-7585 (tel)
914-421-6793 (fax)
[e-mail]
Ms. Sandford is also responsible for responding to Commission inquiries concerning
rates and price lists or tariffs and other general questions regarding the Applicant.
VI.Interconnection Agreements (IDAPA 31.01.01.114.06)
Zayo has not yet initiated interconnection negotiations but intends to do so as necessary
and upon being granted authority by the Commission. Once Zayo has conducted negotiations
and reached agreements by negotiation or arbitration, copies of the interconnection agreements
will be filed with the Commission for its approval.
VII.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.
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A175269140.3
VIII. Conservation of Telephone Numbers (IDAPA 31.01.01.114.08)
Attached hereto is a sworn verification acknowledging that to the extent Zayo has
telephone number resources in Idaho, Zayo shall be subject to numbering conservation measures
including mandatory one thousand (1,000) block pooling. Zayo 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.
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AJ75269140.3
IX. CONCLUSION
WHEREFORE, Zayo respectfully requests that, pursuant to Order No. 32277 issued in
Case No. GNR-T- 11-01, IDAPA 31.01.01.114 and Title 62 of the Idaho Code, the Idaho Public
Utilities Commission issue Zayo a Registration/Certification as a wholesale provider of
telecommunications service in the State of Idaho.
Respectfully submitted,
llfflpffl- M~~MIJAM"
Jean L. Kiddoo
Brett P. Ferenchak
Bingham McCutchen LLP
2020 K Street, N.W.
Washington, DC 20006
Tel: [phone]
Fa,: [phone]
[e-mail]
brett.ferenchakbingham.com
Counsel for Zayo Group, LLC
Dated: December 19, 2012
6
A/75269140.3
LIST OF EXHIBITS
Exhibit 1 Formation Documents
Exhibit 2 Certificate of Authority to Transact Business
Exhibit 3 Diagrams of the Pre- and Post-Pro Forma Intra-Company
Transactions Corporate Organization Structure of the Applicants
Verification
A175269140.3
EXHIBIT 1
Formation Documents
A/75269140.3
Delaware
'The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE
CORPORATION UNDER THE NAME OF "ZAYO BANDWIDTH, INC." TO A
DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS NAME FROM "ZAYO
BANDWIDTH, INC." TO "ZAYO GROUP, LLC", FILED IN THIS OFFICE ON
THE FIFTEENTH DAY OF FEBRUARY, A. D. 2008, AT 9:32 O'CLOCK A. M.
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4346984 8100V V%
0801 65531 LAW
You mayverify this certificate online at Corp. delaware. qov/authver. shtml
JdaAt
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 6384856
DATE: 02-15-08
State of Delaware
Secretary of State
Division of Corporations
Delivered 09:39 AM 0211512008
FILED 09:32 AM 0211512008
SRV 080165531 - 4346984 FILE
CERTIFICATE OF CONVERSION
OF
ZAYO BANDWIDTH, INC.
TO
ZAYO GROUP, LLC
In accordance with the provisions of Section 266 of the Delaware General Corporation
Law, Zayo Bandwidth, Inc., a corporation existing under the laws of the State of Delaware (the
"Converting Corporation"), hereby adopts and authorizes for filing with the Delaware
Secretary of State, this Certificate of Conversion (this "Certificate") for the purpose of
converting the Converting Corporation into a limited liability company organized under the laws
of the State of Delaware named Zayo Group, LLC (the "New Company").
The undersigned, a duly authorized officer of the Converting Corporation, certifies as
follows:
1.The Converting Corporation is a corporation organized under the laws of the State
of Delaware.
2.The name of the Converting Corporation immediately prior to the conversion and
subsequent filing of this Certificate is Zayo Bandwidth, Inc.
3.The date the Converting Corporation was organized under the laws of the State of
Delaware is May 4, 2007 under the name CIT Holdco, Inc.
4.The name of the New Company as set forth in its Certificate of Formation is Zayo
Group, LLC.
This Certificate is executed by the undersigned authorized officer of the Converting
Corporation as of February 152008,
ZAYO BANDWIDTH, INC.,
a Delaware corporation
By:
Name: Sc r
/al Title: Vice Iresiden, enCounsel and
Secretary
Defaware PAGE 2
'The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND
CORRECT COPY OF CERTIFICATE OF FORMATION OF "ZAYO GROUP, LLC"
FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF FEBRUARY, A.D.
2008, AT 9:32 O'CLOCK AM.
4't
Harriet Smith Windsor, Secretary of State
4346984 8100v AUTHENTICATION: 6384856
080165531 Aw DATE: 02-15-08
You may verify this certificate online at coxp.delaware.gov/authver.shtml
State of Delaware
Secretary of State
Division of Corporations
Delivered 09:39 AM 0211512008 FILED 09:32 AM 0211512008
SRV 080165531 - 4346984 FILE
CERTIFICATE OF FORMATION
OF
ZAYO GROUP, LLC
To THE SECRETARY OF STATE
OF THE STATE OF DELAWARE:
The undersigned, an authorized natural person, for the purpose of forming a limited
liability company, under the provisions and subject to the requirements of the State of
Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory
thereof and supplemental thereto, and known, identified, and referred to as the 'Delaware
Limited Liability Company Act) hereby certifies that:
ARTICLE I
NAME
The name of the limited liability company is Zayo Group, LLC (the "Company").
ARTICLE II
INITIAL REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office and the name and address of the registered
agent of the limited liability company required to be maintained by Section 18-104 of the
Delaware Limited Liability Company Act is The Corporation Trust Company,
1209 Orange Street, Wilmington, Delaware 19801, County of New Castle.
IN WITNESS WHEREOF, the undersigned authorized agent of the Company has
executed this Certificate of Formation as of the 15th day of February, 2008.
Name:
Title: Authorized e
EXHIBIT 2
Certificate of Authority to Transact Business
A/75269140.3
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State ' of Idaho:
Ji,
cI,
I
CERTIFICATE OF AUTHORITY
OF
ZAYO GROUP, LLC
File Number 99641
I,BEN YSURSA, Secretary of State of the State of Idaho, hereby certify that an
Application for Certificate of Authority, duly executed pursuant to the provisions o(the
Idaho Uniform Limited Liability Act, has been received in this office and is fourd to
conform to law.
)
ACCORDINGLY and by virtue of the authority vested in me by law, I issue this
Certifiate of Authority to transact business in this State and attach hereto a duplicate of
the application for such certifthate. - c'
)
Dated: January 14, 2011
'-'-U
(
SECRETARY OF STATE
By
/
/
EXHIBIT 3
Diagrams of the Pre- and Post-Pro Forma Intra-Company
Transactions Corporate Organization Structure of the Applicants
A175269140.3
Corporate Organizational Structure of the Company
Before the Pro Forma Transactions
* The entities listed herein only include Zayo and those
subsidiaries of Zayo that (1) hold authorization to provide
intrastate, interstate or international telecommunications
services or (2) are in the chain of ownership of those entities.
Communications Infrastructure
Investments, LLC.
Zayo Group Holdings, Inc.
("Holdings")
Zayo Group, LLC
("Zayo")
/

/ F
First l'l .. I First Telecom : FiberGate 360networks
Services, LLC Holdings, Inc. ' holdings (USA) inc.
("FTS") ("FiberGate Holdings") ("360-Holdings")
FiberGate, Inc.360networks (USA) inc. ("FiberGate")_- ("36onetworks")
S

I I

I AboveNet, Inc. " Control Room
("ABN-Parent") Technologies, LLC
,. ("CRT")
I A
I

I S

AboveNet I , I I I
Telecom, LLC
Arialink

Communications, Inc. r ("Arialink") ('AboveNet")
American
Fiber Systems
Holding Corp.
A
American Fiber
Systems, Inc.
("AFS")
FiberGate of ; Virginia, LLC
("FiberGate-VA") AboveNet of 'AboveNet of ) AboveNet
Utah L.L.C. / VA, L.L.C. international, Inc.
("AboveNet-UT") [("AboveNet-VA") ("AboveNet-lnt'l")
USCarrier Telecom
Holdings, LLC
("USC Holdings")
Zayo Group EU Limited
USCarrier Telecom, LLC
Unless otherwise indicated all ownership percentages are 100%. ("USC')
-1-
Corporate Organizational Structure of the Company
After the Pro Forma Transactions
* The entities listed herein only include Zayo and those
subsidiaries of Zayo that (1) hold authorization to provide
intrastate, interstate or international telecommunications
services or (2) are in the chain of ownership of those entities.
Communications Infrastructure
Investments, LLC.
(CII")
Zayo Group Holdings, Inc.
("Holdings")
Zayo Group, LLC
("Zayo")
AboveNet USCarrier Telecom
International, Inc. Holdings, LLC
('AboveNet-Int'I") ("USC Holdings")
Zayo Group EU Limited USCarrier Telecom, LLC
("USC")
Unless otherwise indicated all ownership percentages are 100%.
10
VERIFICATION
A/75269140.3
VERIFICATION
I, Jill Sandford, state that I am Associate General Counsel of Zayo Group, LLC; 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 of my knowledge, information, and belief.
I declare under penalty of perjury that the foregoing is true and correct Executed this
Lk'day of December 2012
Zayo Group, LLC
A175269140.3