Hibernia KCK Petitio

PETITION submitted by Department of Homeland Security

DHS Petition Attachment A

2014-12-23

This document pretains to ITC-T/C-20140820-00244 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2014082000244_1071910

KELLEY DRYE & W ARREN LLP A LI MIT E D LIA BI LIT Y P ART NER SHI P WASHI NGT ON HARBOUR, SUIT E 40 0 NEW YO RK, NY F ACSIM I LE LOS A NGE LES, CA 3050 K STREET , NW ( 202) 342 - 8451 CHI CAGO, I L www.kelleydrye.com WASHI NGT ON, D. C. 20 007- 5108 S TAM FORD, CT P A RSI PP A NY, NJ (202) 342-8400 B RUS SE LS, BE LGI UM DIRECT L INE: (202) 3 42-8614 EMA IL: ds mi th@kelleyd rye.co m AFFILIATE OFFICES MUMBAI, INDIA September 17, 2014 BY IBFS Ms. Sumita Mukhoty International Bureau Federal Communications Commission 445 12th Street, SW Washington, D.C. 20554 Re: Transfer of Control of Hibernia Atlantic U.S. LLC and Hibernia Media, LLC to KCK Limited, ITC-T/C-20140820-00242; ITC-T/C-20140820-00244; SCL- T/C-20140820-00007 Dear Ms. Mukhoty: Attached please find a copy of the September 12, 2014 letter submitted to the U.S. Department of State, U.S. Department of Commerce and Defense Information Systems Agency. That letter, submitted pursuant to Section 1.767(j) of the Federal Communications Commission’s (“FCC”) rules, 47 C.F.R. § 1.767(j), provided a copy of the Application for the transfer of control of Hibernia Atlantic U.S. LLC and Hibernia Media, LLC to Murosa Development S.A.R.L. and KCK Limited that was filed with the FCC on August 20, 2014. Please contact the undersigned at (202) 342-8614 should you have any questions regarding this letter. Respectfully submitted, Denise N. Smith Counsel to Hibernia Atlantic US LLC, Hibernia Media, LLC and Columbia Ventures Corporation

KELLEY DRYE & WARREN LLP A LIMITED LIABILITY PARTNERSHIP WASHINGTON HARBOUR, SUITE 400 NEW YORK, NY FACSIMILE LOS ANGELES, CA 3050 K STREET, NW (202) 342-8451 CHICAGO, IL www. kelleyd rye. corn WASHINGTON, D.C. 20007-5108 STAMFORD, CT PARSIPPANY, NJ (202) 342-8400 BRUSSELS, BELGIUM DIRECT LINE: (202) 342-8614 EMAIL: dsmith@kelleydrye.com AFFILIATE OFFICES MUMBAI, INDIA September 12, 2014 BY OVERNIGHT DELIVERY U.S. Coordinator Office of Chief Counsel/NTIA EB/CIP U.S. Department of Commerce U.S. Department of State 14th St. and Constitution Ave., NW. 2201 C Street, NW. Washington, DC 20230 Washington, DC 20520-5818 Defense Information Systems Agency ATTN: GC/D01 6910 Cooper Avenue Fort Meade, MD 20755-7088 Re: Transfer of Control of Hibernia Atlantic U.S. LLC and Hibernia Media, LLC to KCK Limited, ITC-T/C-20140820-00242; ITC-T/C-20140820- 00244; SCL-T/C-20140820-00007 Dear Sir or Madam: Pursuant to Section 1.767(j) of the Federal Communications Commission's ("FCC") rules, 47 C.F.R. § 1.767(j), attached please find a copy of an Application for the transfer of control of Hibernia Atlantic U.S. LLC ("Hibernia Atlantic") and Hibernia Media, LLC ("Hibernia Media") to Murosa Development S.A.R.L. ("Murosa") and KCK Limited ("KCK"). On August 20, 2014, the Application was filed with the FCC requesting approval of a transaction that will result in the transfer of control of Hibernia Atlantic and Hibernia Media from Columbia Ventures Corporation ("CVC") to Murosa and KCK (collectively the "Applicants"). Hibernia Atlantic and Hibernia Media each hold both domestic and international operating authority as common carriers under Section 214 of the Communications Act of 1934, as amended, and Hibernia Atlantic also holds a submarine cable landing license.

KELLEY DRYE & WARREN LLP U.S. Department of State U.S. Department of Commerce Defense Information Systems Agency September 12, 2014 Page 2 Service of this Application was inadvertently not made at the time the Application was submitted to the FCC. Questions regarding this filing should be directed to the undersigned at (202) 342- 8400. Respectfully submitted, —0(it,e4e, Denise N. Smith Counsel to Hibernia Atlantic US LLC, Hibernia Media, LLC and Columbia Ventures Corporation

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) Columbia Ventures Corporation ) ) Transferors ) WC Docket No. _______ ) ) and ) IB File No. __________ KCK Limited and ) Murosa Development S. À R.L. ) ) SCL File No. Transferees ) ) Application for Consent to Transfer Control ) of Companies Holding International Section ) 214 Authority, Blanket Domestic Section ) 214 Authority, and a Submarine Cable Landing ) License Pursuant to Section 214 of the ) Communications Act of 1934, as Amended ) JOINT DOMESTIC AND INTERNATIONAL APPLICATION Columbia Ventures Corporation (“CVC”), KCK Limited (“KCK”) and Murosa Development S.À R.L. (“Murosa”), (collectively the “Applicants”) hereby respectfully request authority pursuant to Section 214 of the Communications Act of 1934, as amended (the “Act”),1, and Sections 1.767, 63.03, 63.04 and 63.24(e) of the Federal Communications Commission’s (“FCC” or “Commission”) Rules,2 to transfer control of Hibernia Atlantic U.S. LLC (“HB Atlantic”) and Hibernia Media, LLC (“HB Media”) to KCK. By agreements among Murosa, KCK, CVC and CVC III Hibernia Blocker Inc. (“CV Hibernia”), a three-stage transaction is contemplated (the “Transaction”). The first two stages of the Transaction (referred to as “Stage 1 47 U.S.C. §214 2 47 CFR §§ 1.767, 63.03, 63.04, 63.24(e),

One” and “Stage Two”), as described further in Section III, will not result in any transfer of control. In the final stage of the Transaction (“Stage Three”), as described in Section III, KCK, through its wholly-owned, indirect subsidiary, Murosa, will have the ability, subject to receipt of regulatory approvals and certain other conditions being satisfied, to acquire a direct controlling interest in Hibernia NGS Limited (“Hibernia NGS”), the direct parent and sole member of each of HB Media and HB Atlantic. Consequently, if those conditions are satisfied and KCK takes the requisite actions, Stage Three would result in the transfer of control of HB Media and HB Atlantic, holders of domestic and international Section 214 authority and, in the case of HB Atlantic, a submarine cable landing license. Pursuant to Section 63.04(b) of the Commission’s Rules,3 the Applicants are filing a combined application for the proposed transfer of control of HB Atlantic and HB Media. The Applicants provide below the information required by Section 63.24(e)(2) of the Commission’s Rules.4 Exhibit A provides the additional information requested by Section 63.04(a)(6) through (a)(12) of the Commission’s Rules.5 Applicants also seek authority to transfer a submarine cable landing license pursuant to Section 1.767(a)(11) of the Commission’s rules.6 Exhibit B provides the additional information requested by Section 1.767(a)(1) through (a)(3) and (a)(8) through (a)(9) of the Commission’s Rules.7 3 47 C.F.R. § 63.04(b). 4 47 C.F.R. § 63.24(e)(2). 5 47 C.F.R. § 63.04(a)(6)-(12). 6 47 C.F.R. § 1.767(a)(11). 7 47 C.F.R. § 1.767(a)(1)-(3), (8)-(9) 2

I THE APPLICATION QUALIFIES FOR STREAMLINED PROCESSING The Applicants request streamlined treatment of this Application pursuant to Sections 63.03 and 63.12 of the Commission’s Rules.8 This Application is eligible for streamlined processing pursuant to Section 63.03(b)(2) of the Commission’s Rules for domestic Section 214 authority because (i) Stage Three will result in Applicants (including their affiliates, as that term is defined in Section 3(1) of the Act) having a market share in the interstate, interexchange market of less than 10 percent; (ii) the Applicants (including their affiliates) will provide information services, competitive telecommunications services and exchange access services (if any) exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction; and (iii) neither the Applicants, nor any of their affiliates, are regulated as dominant with respect to any service. This Application also qualifies for streamlined treatment under Section 63.12(c) of the Commission’s Rules for international Section 214 authority because, although the Applicants, HB Atlantic and HB Media are affiliated with several foreign carriers, none of those carriers has market power in the foreign market nor do they possess 50% market share in the international transport or local access markets in the foreign markets. Specifically, the Applicants, HB Atlantic and HB Media are affiliated with Hibernia Atlantic Communications (Canada) Company, Hibernia Atlantic Cable System Limited, Hibernia Atlantic (UK) Limited, Hibernia Media (UK) Limited, Hibernia Atlantic (Singapore) Private Limited, Stored Data B.V. (collectively the “Hibernia Foreign Carrier Affiliates”) all of which are wholly-owned subsidiaries of Hibernia NGS. Hibernia Atlantic Cable System Limited, Hibernia Atlantic (UK) Limited, Hibernia Atlantic Communications (Canada) Company, and Hibernia Atlantic (NI) 8 47 C.F.R. §§ 63.03 and 63.12. 3

Limited (“Hibernia Submarine Cable Affiliates”) have ownership interests in the Hibernia Atlantic cable system, a submarine cable network currently extending between the U.S., Canada, the U.K., and the Republic of Ireland (“Ireland”).9 In conjunction with the services they provide between the U.S., Canada, the U.K. and Ireland, the Hibernia Submarine Cable Affiliates also provide service in Belgium, France, the Netherlands, and Germany. The Hibernia Foreign Carrier Affiliates, individually and collectively, do not have market power in any of the foreign countries in which they provide service, as the Hibernia Foreign Carrier Affiliates, individually and collectively, hold less than a 50 percent market share in the international transport and the local access markets in these countries. CVC, HB Atlantic and HB Media are also affiliated with Magnet Networks (“Magnet”),10 a Dublin, Ireland based communications company that provides telephone, Internet, and video services in and around the Republic of Ireland and in the UK, Magnet does not have market power in Ireland or the UK and does not possess 50% market share in the international transport or local access markets in either of such markets. Finally, CVC, HB Atlantic and HB Media are also affiliated with Pivotel Group Pty. Ltd. (“Pivotel”), a satellite and mobile services provider in Australia.11 Pivotel does not hold a 50 percent market share in the international transport and the local access markets in Australia. As such, Pivotel does not have market power in the country in which it provides its services. Accordingly, Applicants qualify for non-dominant treatment or a presumption of non- dominant treatment, under Section 63.10(a)(3), on all routes. Further, the Applicant qualifies for 9 See IB File Nos. SCL-T/C-20021213-00104 and SCL-ASG-20021213-00103, granted Jan. 31, 2003, in DA No. 03-335, rel. Jan. 31, 2003. 10 Magnet is an indirect wholly-owned subsidiary of CVC. 11 Kenneth D. Peterson, Jr., a U.S. citizen who holds 100 percent of the ownership interest in CVC, and CVC each hold a 50 percent ownership interest in Pivotel. 4

streamlined processing pursuant to Section 63.12(c)(1)(ii) because the Applicants are not affiliated with any dominant U.S. carrier whose international switched or private line services Applicants or their affiliates seek authority to resell, nor will Applicants or its affiliates be so affiliated post-close.12 II. DESCRIPTION OF THE APPLICANTS A. CVC CVC is a Washington state corporation. CVC owns and operates a portfolio of telecommunications companies and a small number of manufacturing businesses around the world. Mr. Kenneth D. Peterson, Jr., a U.S. citizen, owns 100% of the issued and outstanding equity of CVC. Mr. Peterson is Chief Executive Officer, Chairman and Founder of CVC. The principal place of business of CVC and Mr. Peterson is 12503 SE Mill Plain Blvd., Suite 120, Vancouver, WA 98684. CVC currently owns 60.1% of the issued and outstanding equity of Hibernia NGS which, in turn, owns all of the membership interests in HB Atlantic and HB Media. B. HB Atlantic HB Atlantic is a limited liability company formed under the laws of the State of Washington and is a direct, wholly-owned subsidiary of Hibernia NGS. HB Atlantic’s principal place of business is 25 De Forest Avenue, Suite 108, Summit, New Jersey 07901. HB Atlantic is the holder of a submarine cable landing license 13 and domestic and international Section 214 authority14 issued by the FCC. HB Atlantic provides broadband services to a variety of 12 See 47 C.F.R. 63.12(c)(1)(ii). 13 See File No. SCL-MOD-20020412-00022 (granted July 3, 2002) (modification of the Cable Landing License granted in SCL-LIC-19990804-00012). 14 See File No. ITC-214-20090612-00283 (granted Dec. 11, 2009). Domestic authority was obtained by operation of rule. See 47 C.F,R, §63.01. A separate transfer of control 5


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