> **DA 08-1271**
>
> **Released: May 30, 2008**

**DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CERTAIN
ASSETS OF CENTURYTEL ACQUISITION LLC TO**

**ONVOY, INC. AND ZAYO BANDWIDTH INDIANA, LLC**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 08-75**

**Comments Due: June 13, 2008**

**Reply Comments Due: June 20, 2008**

On May 21, 2008, CenturyTel Acquisition, LLC (CTA), Onvoy, Inc. (Onvoy),
and Zayo Bandwidth Indiana, LLC (Zayo-IN) filed an application pursuant
to section 63.03 of the Commission's rules[^1] requesting authority for
the transfer of assets located in the Fort Wayne, Indiana, Ann Arbor,
Michigan, Lansing, Michigan, Akron, Ohio, and Toledo, Ohio markets (the
Markets) from CTA to Onvoy and Zayo-IN. CTA, a Louisiana limited
liability company, is a direct, wholly owned subsidiary of CenturyTel,
Inc. (CenturyTel), a publicly traded Louisiana corporation. CTA provides
local voice, long distance, and data services to businesses and carriers
as a competitive local exchange carrier (LEC) in the Markets.[^2] Onvoy,
a Minnesota corporation, provides competitive LEC services in Iowa,
Minnesota, North Dakota, and Wisconsin, and interexchange services in
Iowa, Minnesota, Nebraska, North Dakota, South Dakota, and Wisconsin.
Zayo-IN, a Delaware corporation, provides high-capacity
telecommunications services in Indiana, and dark fiber access for
private networks and customer-operated wholesale and retail
telecommunications networks in Illinois, Indiana, and Ohio. Applicants
state that Zayo-IN provides a limited amount of competitive private line
services in the Fort Wayne, Indiana market served by CTA.

Onvoy and Zayo-IN are both wholly owned by Zayo Group, LLC (Zayo), a
Delaware limited liability company. Zayo is directly owned by Zayo Group
Holdings, Inc., a Delaware corporation, that is directly owned by
Communications Infrastructure Investments, LLC (CII), a Delaware limited
liability company.[^3] The following U.S.-based entities hold, directly
or indirectly, a ten percent or greater interest in CII: Oak Investment
Partners XII, Limited Partnership; Oak Associates XII, LLC[^4]; M/C
Venture Partners VI, L.P.; M/C VP VI, LP; M/C Venture Partners, LLC[^5];
Columbia Capital Equity Partners IV (QP), L.P.; Columbia Capital IV,
LLC[^6]; Battery Ventures VII, LP; and Battery Partners VII, LLC.[^7]
Applicants state that the M/C Venture entities have interests in other
telecommunications carriers that provide competitive wireline services
in multiple states and that are affiliated with Onvoy and Zayo-IN.[^8]

Pursuant to the terms of the transaction, CTA has agreed to sell certain
assets, including customer contracts and metropolitan area network
transmission and switching facilities in the Markets, to Onvoy and
Zayo-IN.[^9] Applicants assert that the proposed transaction is entitled
to presumptive streamlined treatment under section 63.03(b)(2)(i) of the
Commission\'s rules and that a grant of the application will serve the
public interest, convenience, and necessity.[^10]

> Domestic Section 214 Application Filed for the Transfer of Control of
>
> Certain Assets of CenturyTel Acquisition LLC to Onvoy, Inc. and Zayo
> Bandwidth Indiana, LLC, WC Docket No. 08-75 (filed May 21, 2008).

**[GENERAL INFORMATION]{.underline}**

The Wireline Competition Bureau finds, upon initial review, that the
transfer of control identified herein is acceptable for filing as a
streamlined application. The Commission reserves the right to return any
transfer of control 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 C.F.R. § 63.03(a), interested parties may file comments **on
or before June 13, 2008**, and reply comments **on or before June 20,
2008**. Unless otherwise notified by the Commission, the Applicants may
transfer control on the 31^st^ day after the date of this notice.[^11]
Comments must be filed electronically using (1) the Commission's
Electronic Comment Filing System (ECFS) or (2) the Federal Government's
e-Rulemaking Portal. *See* 47 C.F.R. § 63.03(a) ("All comments on
streamlined applications shall be filed electronically\....");
*Electronic Filing of Documents in Rulemaking Proceedings*, 63 FR 24121
(1998).

-   Comments may be filed electronically using the Internet by accessing
    the ECFS, http://www.fcc.gov/cgb/ecfs/, or the Federal e-Rulemaking
    Portal, http://www.regulations.gov. Filers should follow the
    instructions provided on the website for submitting comments.

-   For ECFS filers, if multiple docket or rulemaking numbers appear in
    the caption of this proceeding, filers must transmit one electronic
    copy of the comments for each docket or rulemaking number referenced
    in the caption. In completing the transmittal screen, filers should
    include their full name, U.S. Postal Service mailing address, and
    the applicable docket or rulemaking number. Parties may also submit
    an electronic comment by Internet e-mail. To get filing
    instructions, filers should send an e-mail to ecfs@fcc.gov and
    include the following words in the body of the message, "get form."
    A sample form and directions will be sent in response.

**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-Parker, Competition Policy Division, Wireline
    Competition Bureau, tracey.wilson-parker@fcc.gov;

3)  Adam Kirschenbaum, Competition Policy Division, Wireline Competition
    Bureau, adam.kirschenbaum@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).

For further information, please contact Tracey Wilson-Parker at 202
/ 418-1394 or Adam Kirschenbaum at 202 / 418-7280.

-- FCC --

[^1]: 47 C.F.R. § 63.043; *see* 47 U.S.C. § 214.

[^2]: CTA provides telecommunications services in eight additional
    states: Alabama, Kansas, Louisiana, Minnesota, Mississippi,
    Tennessee, Texas, and Wisconsin. CenturyTel provides incumbent LEC
    and other telecommunications services in 25 states.

[^3]: Zayo has recently completed acquisitions of Memphis Networx, LLC
    (now known as Zayo Bandwidth Tennessee, LLC) that provides
    competitive intrastate telecommunications services in Tennessee; PPL
    Telcom, LLC (now known as Zayo Bandwidth Northeast, LLC) and PPL
    Prism, LLC (now known as Zayo Bandwidth Northeast Sub, LLC) that
    provide competitive local exchange and/or interexchange services in
    the District of Columbia, Maryland, New Jersey, New York,
    Pennsylvania, and Virginia; Onvoy and its wholly owned subsidiary,
    Minnesota Independent Equal Access Corporation, that provides
    centralized equal access services in Minnesota and North Dakota;
    Citynet Fiber Network, LLC (now known as Zayo Bandwidth Central,
    LLC) that provides competitive wholesale services in Georgia,
    Illinois, Indiana, Kentucky, Michigan, Ohio, Pennsylvania,
    Tennessee, Virginia and West Virginia; and Northwest Telephone,
    Inc., that provides competitive access services in Idaho,
    Washington, Oregon, and California.

[^4]: The following U.S. citizens are the executive managing members of
    Oak Associates, LLC: Bandel L. Carano, Edward F. Glassmeyer, Ann H.
    Lamont, and Frederic W. Harman.

[^5]: 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.

[^6]: 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.

[^7]: The following U.S. citizens are the managing members of Battery
    Partners VII, LLC: Tom Crotty (Executive Managing Member), Rick
    Frisbie, Ken Lawler, Morgan Jones, Scott Tobin, Dave Tabors, Mark
    Sherman, and Roger Lee.

[^8]: The identities and service areas of these affiliates are listed on
    page 18 of the Application.

[^9]: Applicants state that, following the closing of the proposed
    transaction, they expect to discontinue some services to certain
    customers in accordance with Commission requirements and procedures,
    including applicable customer notice requirements.

[^10]: 47 C.F.R. § 63.03(b)(2)(i).

[^11]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.