Assignment of Proceeding

Timothy Alan Simon is the assigned Commissioner and Myra J. Prestidge is the assigned Administrative Law Judge in this proceeding.

Findings of Fact

1. NTI is a California limited liability company and a wholly owned subsidiary of Parent, another California limited liability company.

2. In D.98-12-083, NTI was granted a CPCN to provide limited facilities-based and resold local exchange and inter- and intra-LATA services in California.

3. As a result of the transaction, Zayo will acquire 100% of the membership interests in NTI and will therefore gain control of NTI.

4. Zayo does not hold a CPCN that authorizes the company to provide telecommunications services in California.

5. NTI's customers will continue to receive service under the same rates, terms, and conditions after the transaction, except that NTI's company name will change to a name selected by Zayo after this transaction is finalized.

6. Zayo has sufficient financial resources to meet the Commission's requirements to provide facilities-based and resold local exchange and inter- and intra-LATA services.

7. Since this transaction will give NTI access to the financial resources of Zayo, this transaction will improve the financial stability of NTI.

8. Since this transaction will permit NTI to join its network with Zayo's network and to have access to Zayo's management experience, this transaction may make NTI a stronger competitor in the California telecommunications marketplace.

9. Since Zayo will retain NTI's management personnel, Zayo's current management has met the requirements for technical and managerial expertise to provide telecommunications services in this state, for the purposes of this transaction only.

10. Notice of this application appeared on the Commission's Daily Calendar on April 15, 2008. There were no protests to this application.

11. No hearings are necessary.

Conclusions of Law

1. The Commission will apply the same requirements to a request for approval of an agreement to acquire control of a facilities-based and resale provider of local exchange and inter- and intra-LATA telecommunications services within California as it does to an applicant for authority to provide such services.

2. Zayo meets the Commission's requirements for the issuance of a CPCN to provide facilities-based and resold local exchange and inter- and intra-LATA telecommunications services, for the purposes of this transaction only.

3. This transaction is in the public interest.

4. In order to avoid delaying this transaction, the approval of the application should be made effective immediately.

ORDER

IT IS ORDERED that:

1. Pursuant to Public Utilities Code Sections 852 and 854, the application of NTI of California, LLC (NTI) and Zayo Group, LLC (Zayo) for approval of the transfer of control of NTI to Zayo is approved.

2. Application 08-04-016 is closed.

This order is effective today.

Dated August 21, 2008, at San Francisco, California.

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