Attachment 20170523145043-360.p

20170523145043-360.p

SUPPLEMENT

Supplement

2000-03-28

This document pretains to ITC-T/C-20000328-00186 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000032800186_1457315

GLOBENZE~T September 20, 2000 VIA HAND DEJ IVERY Magalie Roman Salas, Secretary Federal Communications Comini: sicn The Portals 445 Twelfth Strect, S.W., TW—A3 25 Washington, D.C. 20554 Re: Acquisition of (slk beNet Comnmunications Group Liimnited by 360networks inc. FCC File Nos. 1TC—1"/C —20000;: 28—0(186; SCL—T/C—20000328—00010; SCL—LIC—1999)6(2— 00(11( ; SC L—5 5— )09; SCL—1959030.3—00004; and ITC—98—321. Dear Ms. Salas: This lettei is submitted on be ial ‘ 0.‘ 360netvo ks inc. ("360netwo ks") to request the Commission‘s co:isent to three,»re f¢rm 2 t ansacticns concerning the FCC: authorizations held by the subsidiaries of GlobeNet Comr 1wic itic ns Group I in ited ("GlobeNet"). Background. On June 19 200( , the Comnuission consented to the transfer of control of submarine cable landing licenses ind a section 214 authorization held by the subsidiaries of GlobeNet to 36O0networks.‘ The transaction was c nsummated on June 20, 2000. The Commission was formally notified of the consummation on July 17, 2000. 36O0networks now seeks to perform three pro forma transactions as part of a corporate reorganization designed to integrate the operations of GlobeNet and 36O0networks. * In re Acquisition of GlobeNet Communications Group Limited by 36O0networks inc., Mem. Op. and Order, DA 00—1348 (rel. June 20, 2000). oi at*. L S&ff 4 ATLANTIGA CABLE NETWORK

Magalie Roman Salas September 20, 2000 Page 2 Transfer of Control. The first traassction will result n the tre er of control of Glebe Ne: from 360network s to a wholly— »wned, ind rect s 1b: id ary of 3 30netvo Fursuant to this transaction, the shares of Globe Net will be triins ‘ered to 36 Onetvrorks Tastructure) holdin zs td. ("360 infrastructure"), a Canad: an corporaio1 tk at s wwholhy o wned by Jn::tworks. Then, : 6C infrastructure wil. immediately transfer its interest n (lobeNet to 350; ati; (Bermudal1) holdi 1g: Itd. ("Bermudal"}. Bermudal :s a Bermuc a corporation thet is who ly ned ty 360 infrastr 1ciure:. Thus, 360networks will contine to control GloteXN‘et as its ultimate cc rae parent. However, Bermudal will become GlobeX et‘s immediat: corp orite parent. A clia n dericting this ow ne ‘ship structure is attech d hereto as E xhibit A. Informaticn concerning th«: fore:gn af iliiticns and 1.0%% or ges share holders of 360networks was previously su »1 itted in "ile: Nos SCL—T/C—2000( 32 0010 and ITC—T/C. 20000328—00136. The same in ‘ormation is appl.ca>le to Bernuucal as holly —owned indirect subsidiary of 36Onetworks. Be mudal also confirnis that it has no tite ‘king directorates vith a foreign carrier. Assignments. BUS—1 Cable Landing I iconse: Tke seconc trinsaction for vhi 36 )networks seeks Commission approval is the as: igniment of th: BUS —1 cable la iding lic e irorna TeleBermucla International, LLC ("TBI LLC" ) to Elbac Cable 2o peration (° El)ac"). 3I LLC is currently wiolly— owned and controlled by TeleB srr auda Internations l Limited (‘TBI ‘_tc ari ir direct, wholly —ova »d subsidiary of GlobeNet." This ransaction wil b: e ffested by the trans: f TBILtd.‘s 20% liol ling of TBI LLC to Elbac, which wi 1 rsult in °B L _C becoming a whelly med : ubsidiary of I!lb 1c and enabling Elbac to effect a dseined liquidatio 1 cfFITBI LLC Iinn ed ‘ly folowing the lic ui lat on of TBI LLC the BUS—1 cable la 1d ng license will b : hsld by Elbac. Atlantica— . Cable Landing License The third transaction fo w h ©6C networks seel:s Commission approval is the as: igniment of th: Atla itica—1 cab e landin ceiise from Atlantica 1JS.4, LLC ("AUSA") to Elbac. Elba: is wholly owne1 a 1d controll :d 3y TF td., a 1 indirect, wholl: — owned subsidiary of GlobeNet. Tiis assig amenit w 11 )e effected up n merger of AUSA viitii Elbac, with Elbac being the surviving entity. Im ne diately follwing tk ierger of AUSA anid Elbac, the Atlantica—1 landing license will be hel¢ by Elba:. Elbac, TBI LLC and AUSA are all indirect, wholly—owned subsidiaries of GlobeNet, which, in turn, is an indirect, wholly—owned subsidiary of 36O0networks. Therefore, these assignments are pro & TBI Ltd. owns 20% of TBI LLC directly. The remaining 80% of TBI LLC is owned indirectly by TBI Ltd. through its ownership of Elbac.

Magalie Roman Salas September 20, 2000 Page 3 forma in nature. A diagram depicting the ownership of Elbac following completion of the transactions described above is attached hereto as Exhibit B. Information concerning the foreign affiliations and 10% or greater shareholders of 360networks was previously submitted in File Nos. SCL—T/C—20000328—00010 and ITC—T/C— 20000328—00186. The same information is applicable to Elbac as a wholly—owned indirect subsidiary of 36 O0networks. In addition,Elbac‘s immediate parent TBI Ltd. is licensed to provide international telecommunications services between Bermuda and foreign points. However, TBI Ltd. lacks sufficient market power in Bermuda to adversely affect competition in the U.S. market. Elbac also confirms that it has no interlocking directorates with a foreign carrier. Anti—Drug Abuse Certification. Pursuant to Section 1.2001—1.2003 of the Commission‘s rules, 47 C.E.R. §§ 1.2001—1.2003, I hereby certify that no party to this application is subject to a denial of federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti—Drug Abuse Act, 21 U.S.C. § 862. Conclusion. Prompt consent by the Commission is in the public interest because the three pro forma transactions will enable 360networks and GlobeNet to integrate their operations and operate more efficiently. In turn, this will enhance the ability of 360networks and GlobeNet to offer state—of— the—art fiber optic cable capacity to telecommunications carriers and end—users. Also enclosed are an FCC Form 159 and a check to cover the required filing fee. An original and eleven (11) copies of this letter are being filed. GlobeNet Communications Group Limited go: Claudia Fox, International Bureau, FCC Ken Douglas, 36O0networks

Exhibit A 36O0networks inc. 36O0networks (infrastructure) holdings Itd. 360atlantic (Bermudal) holdings Itd. GlobeNet Communications Group Limited

Exhibit B GlobeNet Communications Group Limited GlobeNet Communications Holdings Ltd. TeleBermuda International Limited Elbac Cable Corporation (BUS—1 and Atlantica—1 Licensee)


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Document Modified: 2019-04-23 02:15:33
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