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Comment Sought on Domestic 214 Transfer of Arialink Telcom to Zayo

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Released: March 29, 2012

PUBLIC NOTICE

Federal Communications Commission

News Media Information 202 / 418-0500

445 12th St., S.W.

Internet: http://www.fcc.gov

Washington, D.C. 20554

TTY: 1-888-835-5322

DA 12-500

Released: March 29, 2012

DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF

ARIALINK TELECOM, LLC TO ZAYO GROUP, LLC

STREAMLINED PLEADING CYCLE ESTABLISHED

WC Docket No. 12-73

Comments Due: April 12, 2012
Reply Comments Due: April 19, 2012

On March 21, 2012, Control Room Technologies, LLC (CRT), AriaLink Telecom, LLC
(AriaLink) and Zayo Group, LLC (Zayo) (collectively, Applicants) filed an application pursuant to
section 63.03 of the Commission’s rules1 requesting approval for the transfer of indirect control of
AriaLink from Jason Schrieber, a U.S. citizen, to Zayo.
AriaLink, a Michigan limited liability company, is a wholly owned direct subsidiary of CRT, a
Michigan limited liability company. AriaLink offers telecommunications services in Michigan to
educational institutions, local governments, public municipalities and enterprises, and also leases dark
fiber on a wholesale basis to other communications providers. Additionally, AriaLink provides
communications services (voice, high speed data and video services) to residential customers in multiple
dwelling units principally in Lansing and Muskegon, Michigan.
Zayo, a Delaware limited liability company, and its subsidiaries provide bandwidth infrastructure
and network neutral collocation and interconnection services over dense regional and metropolitan fiber
networks primarily used by wireless service providers, national and regional carriers and other
communications service providers, media and content companies, and certain bandwidth-intensive
enterprises. Zayo’s fiber networks span over 45,500 route miles, serve 70 metro markets in the District of
Columbia and 42 states and connect to over 5,100 buildings, including approximately 2,250 cellular
towers. 2


1 47 C.F.R § 63.03; see 47 U.S.C. § 214. Applicants also filed an application for transfer of control associated with
authorizations for international services. Any action on this domestic section 214 application is without prejudice to
Commission action on other pending applications.
2 The following Zayo subsidiaries also hold Section 214 authority: 360networks holdings (USA) inc., 360networks
(USA) inc. (360networks), and American Fiber Systems, Inc. (AFS). Zayo, 360networks and AFS provide dark
fiber and/or wholesale bandwidth services in Alabama, Arizona, California, Colorado, Delaware, the District of
Columbia, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Maryland, Michigan, Minnesota, Mississippi,
Missouri, Montana, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio,
Oregon, Pennsylvania, South Dakota, Tennessee, Texas, Utah, Virginia, Washington, West Virginia, Wisconsin and
Wyoming. Zayo, 360networks and/or AFS hold authorizations, but do not currently provide local exchange and/or

Zayo is a wholly owned subsidiary of Zayo Group Holdings, Inc. (Zayo Holdings), a Delaware
corporation, which in turn is a wholly owned subsidiary of Communications Infrastructure Investments,
LLC (CII). The following entities hold a ten percent (10%) or greater direct interest in CII: Oak
Investment Partners XII, Limited Partnership (Oak Investment, 19.48 percent);3 M/C Venture Partners VI,
L.P. (M/C Venture, 16.49 percent)4, Columbia Capital Equity Partners IV (QP), L.P. (Columbia, 15.04
percent);5 and Charlesbank Equity Fund VI, Limited Partnership (Charlesbank, 16.83 percent).6





interexchange telecommunications services in the following states: Connecticut, Florida, Louisiana, Maine, New
Hampshire, Oklahoma, Rhode Island, South Carolina and Vermont. AFS owns a controlling interest in USCarrier
Telecom, LLC, which holds blanket domestic and international section 214 authorizations to provide global or
limited global resold services, and offers data, internet access and voice services to telecommunications carriers in
Alabama, Florida, Georgia, South Carolina and Tennessee. Zayo Group is affiliated with Onvoy, Inc. (Onvoy),
Minnesota Independent Equal Access Corporation (MIEAC), and Zayo Enterprise Networks, LLC (ZEN), which
also provide telecommunications services. Onvoy provides competitive local exchange services in California,
Colorado, Indiana, Michigan, Minnesota, North Dakota, Ohio and Wisconsin and interexchange services in Indiana,
Michigan, Minnesota, Nebraska, North Dakota, Ohio, South Dakota and Wisconsin. Onvoy is also authorized to
provide local exchange or interexchange services in Montana, Nebraska, Nevada, North Dakota, Oregon, Texas,
Utah and Washington, and is seeking such authority in Arizona, Iowa, New Mexico, New York, South Dakota,
Texas and Wyoming. MIEAC provides centralized equal access services in Minnesota and North Dakota. ZEN
provides telecommunications services in Colorado, Idaho, Indiana, Michigan, Minnesota, Ohio, Tennessee and
Washington.
3 The general partner of Oak Investment is Oak Associates XII, LLC. The following U.S. citizens are the Executive
Managing Members of Oak Associates XII, LLC : Bandel L. Carano, Edward F. Glassmeyer, Ann H. Lamont and
Fredric W. Harman.
4 The general partner of M/C Venture is M/C VP VI, L.P. The general partner of M/C VP VI, L.P. is M/C Venture
Partners, LLC. The following U.S. citizens are the Managing Members of M/C Venture Partners, LLC: James F.
Wade, David D. Croll, Matthew J. Rubins, John W. Watkins and John Van Hooser. Through M/C Venture, Zayo
Group is affiliated with Airband Communications, Inc., a fixed wireless provider; Baja Broadband Operating
Company, LLC, a cable provider and wireless license holder; CNG Communications, Inc., a fixed wireless
broadband provider; CSDVRS, LLC, a video relay services provider; Data Net Communication Group, Inc.,
KeySpan Communications Corp., Light Tower Holdings LLC and Veroxity Technology Partners, fiber providers;
PRWireless, Inc., a non-dominant fixed wireless provider based in Puerto Rico; Sparkplug Central, Inc., Sparkplug
Inc., Sparkplug Las Vegas, Inc. and Sparkplug Southwest, LLC, fixed wireless broadband providers; and Triad 700,
LLC, a 700 MHz provider. Mr. Wade and Mr. Croll are also two of the five managers of M/C Venture Investors,
L.L.C., which has a 0.51 percent direct interest in CII. Certain of the Managing Members of M/C Venture Partners,
LLC are affiliated with Cleveland Unlimited, LLC, a non-dominant wireless local and long distance
telecommunications service in Cleveland, Ohio, and TX-11 Acquisition, LLC, a non-dominant wireless carrier
based in Lufkin, Texas.
5 The general partner of Columbia is Columbia Capital IV, LLC, which holds a 17 percent aggregate indirect
interest in CII as general partner of Columbia, Columbia Capital Equity Partners IV, L.P. and Columbia Capital
Employee Investors IV, L.P. The following U.S. citizens are the Managing Members of Columbia Capital IV, LLC:
James B. Fleming, Jr., R. Philip Herget, III and Harry F. Hopper III. Through Columbia, Zayo Group is affiliated
with Triad AWS, LLC, a spectrum holding entity; Horizon Wi-Com, LLC, a spectrum holding entity; Baja
Broadband Holding Company LLC, a cable company and wireless license holder; Progeny LMS Holdings, LLC, a
spectrum holding entity; TVCC One Six Holdings, LLC, a spectrum holding entity; and Telecom Transport
Management, TTM Operating Corporation, Inc. and TTM Virginia, Inc., providers of backhaul services to wireless
operators.
6 The general partner of Charlesbank is Charlesbank Equity Fund VI GP, Limited Partnership, which holds a 19.59
percent aggregate indirect interest in CII as general partner of Charlesbank, CB Offshore Equity Fund VI,
Charlesbank Equity Coinvestment Fund VI, LP and Charlesbank Equity Coinvestment Partners, LP. The general
partner of Charlesbank Equity Fund VI GP, Limited Partnership is Charlesbank Capital Partners, LLC. The
following U.S. citizens are the Managing Members and owners of Charlesbank Capital Partners, LLC: Michael
Eisenson, Tim Palmer, Kim Davis, Mark Rosen, Michael Choe, Brandon White, Jon Biotti, Andrew Janower and
Michael Thonis.

In the proposed transaction, Zayo will acquire all of the outstanding membership interests of
CRT. As a result of the proposed transaction, CRT will become a direct subsidiary of Zayo and Arialink
will become an indirect subsidiary of Zayo. Applicants state that the proposed transaction is entitled to
presumptive streamlined treatment under section 63.03(b)(2)(i) of the Commission’s rules7 and that a
grant of the application will serve the public interest, convenience, and necessity.
Domestic Section 214 Application Filed for the Transfer of Indirect Control of AriaLink
Telecom, LLC to Zayo Group, LLC, WC Docket No. 12-73 (filed Mar. 21, 2012).

GENERAL INFORMATION

The transfer of control identified herein has been found, upon initial review, to be acceptable for
filing as a streamlined application. The Commission reserves the right to return any transfer application
if, upon further examination, it is determined to be defective and not in conformance with the
Commission’s rules and policies. Pursuant to section 63.03(a) of the Commission’s rules, 47 CFR §
63.03(a), interested parties may file comments on or before April 12, 2012, and reply comments on or
before April 19, 2012.
Unless otherwise notified by the Commission, the Applicants may transfer
control on the 31st day after the date of this notice.8 Comments should be filed using the Commission’s
Electronic Comment Filing System (ECFS). See Electronic Filing of Documents in Rulemaking
Proceedings
, 63 FR 24121 (1998).
§
Electronic Filers: Comments may be filed electronically using the Internet by accessing the
ECFS: http://fjallfoss.fcc.gov/ecfs2/.

In addition, e-mail one copy of each pleading to each of the following

:
1) The Commission’s duplicating contractor, Best Copy and Printing, Inc., fcc@bcpiweb.com;
phone: (202) 488-5300; fax: (202) 488-5563;
2) Tracey Wilson, Competition Policy Division, Wireline Competition Bureau,
tracey.wilson@fcc.gov;
3) Christopher Sova, Competition Policy Division, Wireline Competition Bureau,
christopher.sova@fcc.gov;
4) David Krech, Policy Division, International Bureau, david.krech@fcc.gov; and
5) Jim Bird, Office of General Counsel, jim.bird@fcc.gov.
Filings and comments are available for public inspection and copying during regular business
hours at the FCC Reference Information Center, Portals II, 445 12th Street, S.W., Room CY-A257,
Washington, D.C. 20554. They may also be purchased from the Commission’s duplicating contractor,
Best Copy and Printing, Inc., Portals II, 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554;
telephone: (202) 488-5300; fax: (202) 488-5563; e-mail: fcc@bcpiweb.com; url: www.bcpiweb.com.
People with Disabilities: To request materials in accessible formats for people with disabilities
(braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the
Consumer & Governmental Affairs Bureau at (202) 418-0530 (voice), (202) 418-0432 (tty).


7 47 C.F.R. § 63.03(b)(2)(i).
8 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in
connection with the proposed transaction.

For further information, please contact Tracey Wilson at (202) 418-1394 or Christopher Sova at
(202) 418-1868.
- FCC -

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