FCC Record, Volume 27, No. 5, Pages 3728 to 4696, April 9 - April 27, 2012 Page: 3,917
ix, 3728-4696 p. ; 28 cm.View a full description of this book.
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Pursuant to the Agreement and Plan of Merger, by and among Zayo, Voila Sub, Inc. (a wholly-
owned direct subsidiary of Zayo created for purposes of the merger) (Merger Sub) and ABN-Parent, Zayo
will acquire all of the outstanding equity interests in ABN-Parent (the AboveNet Merger) for cash.'
Specifically, Merger Sub will merge with and into ABN-Parent, whereupon the separate existence of
Merger Sub will cease and ABN-parent will be the surviving corporation. As a result, ABN-Parent will
become a wholly-owned direct subsidiary of Zayo. AboveNet will remain a direct subsidiary of ABN-
Parent and ABN-Int'l will remain a direct subsidiary of AboveNet; therefore, Licensees will become
indirect subsidiaries Zayo. 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.9
Domestic Section 214 Application Filed for the Transfer of Control of AboveNet, Inc. to
Zayo Group, LLC, WC Docket No. 12-93 (filed Apr. 2, 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 24, 2012, and reply comments on or
before May 1, 2012. Unless otherwise notified by the Commission, the Applicants may transfer control
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, will hold a 14.61
percent aggregate indirect interest in CII as general partner of Charlesbank VI, 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 (14.61
percent). 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.
7 In order to fund a portion of the consideration payable in the AboveNet Merger, CII has entered into a Class C
Securities Purchase Agreement with several purchasers named therein, dated as of March 18. 2012. Under the Class
C Securities Purchase Agreement, which is expected to close immediately prior to the AboveNet Merger, funds
affiliated with GTCR LLC (GTCR) and Charles bank Capital Partners will acquire ownership interests in CI! (the
Equity Financing and together with the AboveNet Merger, the Transactions). Specifically, the funds affiliated with
GTCR will acquire an approximately 17 percent interest in CII. As a result, these funds affiliated with GTCR
collectively will acquire approximately 17 percent indirect ownership of Zayo and, upon completion of the
AboveNet Merger, AboveNet and ABN-Int'l. The Equity Financing, however, will not dilute the ownership of the
existing owners of CII below ten percent each. GTCR Fund X/A LP will directly hold a 13.21 percent interest in
CII. GTCR Partners X/A&C LP will hold a 16.99 percent interest in CII as the general partner of GTCR Fund X/A
LP and GTCR Fund X/C LP (3.78 percent direct interest in CII). GTCR Investment X LLC will hold a 17.11
percent interest in CII as the general partner of GTCR Partners X/A&C and GTCR Co-Invest X LP. The following
individuals are members of the board of managers of GTCR Investment X LLC, are all U.S. citizens: Mark M.
Anderson, Craig A Bondy, Philip A. Canfield, David A Donnini, David S. Katz, Constantine S. Mihas, Collin E.
Roche, Sean L. Cunningham and Aaron D. Cohen.
' See id.
9 47 C.F.R. 63.03(b)(2)(i).3917
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United States. Federal Communications Commission. FCC Record, Volume 27, No. 5, Pages 3728 to 4696, April 9 - April 27, 2012, book, April 2012; Washington D.C.. (https://digital.library.unt.edu/ark:/67531/metadc102307/m1/206/: accessed May 8, 2024), University of North Texas Libraries, UNT Digital Library, https://digital.library.unt.edu; crediting UNT Libraries Government Documents Department.