Attachment Attachment 1

This document pretains to ITC-T/C-20161118-00326 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016111800326_1159150

                                                                            FPL FiberNet, LLC
                             International Section 214 Pro Forma Transfer of Control Application


                                        ATTACHMENT 1

    I.   INTRODUCTION AND SUMMARY OF THE TRANSACTION

        This application notifies the Federal Communications Commission (“FCC”) of the pro
forma transfer of control of FPL FiberNet, LLC (“Licensee”) from NextEra Energy Capital
Holdings, Inc. (“Transferor” or “NEECH”)1 to FPL FiberNet Holdings, LLC (“Transferee” or
“FPL Holdings,” together with Licensee and Transferor, the “Parties”) that occurred on May 28,
2014, as part of an internal corporate restructuring. The Licensee before and after the transaction
continued to be ultimately controlled by NextEra Energy, Inc. (“NEE”). Simplified pre- and
post-transaction ownership charts are attached as Exhibit A.

        Because the notice of this restructuring is being filed more than 30 days after the
consummation date, the Parties respectfully request a waiver of the 30-day notification deadline
contained in Section 63.24(f)(2) of the FCC’s rules. The Licensee takes its FCC compliance
obligations seriously, and the delay in the filing of this notice with the FCC is purely the result of
an administrative oversight.

       NEE is a publicly traded (NYSE: NEE) Florida corporation that, to the knowledge of its
management, does not have any owners that hold a 10% or greater direct or indirect interest in
NEE. 2 The transaction does not raise any foreign ownership concerns because none of the
applicants is a foreign carrier or is affiliated with any foreign carriers.

        Grant of the application is in the public interest because it will facilitate continued and
uninterrupted service to customers of the Licensee.




1
 On December 1, 2010, FPL Group Capital Inc. changed its name to NextEra Energy Capital
Holdings, Inc.
2
 Additional information regarding the ownership of NEE is available at
https://www.sec.gov/Archives/edgar/data/753308/000119312516525731/d149261ddef14a.htm.


                                                                             FPL FiberNet, LLC
                              International Section 214 Pro Forma Transfer of Control Application

    II.   INFORMATION REQUIRED BY SECTION 63.24(f) OF THE FCC’S RULES

  The Parties submit the following information pursuant to Section 63.24(d) of the
Commission’s rules, including the information requested in Section 63.18:3

In response to Section 63.18(a):

FPL FiberNet, LLC - Licensee
9250 West Flagler Street
Miami, FL 33174
Tel: (305) 552-2104
FRN: 0008338683

NextEra Energy Capital Holdings, Inc. - Transferor
700 Universe Boulevard
Juno Beach, FL 33408
Tel: (561) 694-4000
FRN: 0026049320

FPL FiberNet Holdings, LLC - Transferee
9250 West Flagler Street
Miami, FL 33174
Tel: (305) 552-2104
FRN: 0026050260

In response to Section 63.18(b):

Licensee is a Delaware limited liability company. Transferor NEECH is a Florida corporation.
Transferee FPL Holdings is a Delaware limited liability company.

In response to Section 63.18(c):

Please direct correspondence concerning this application to the following:

For the Licensee, Transferor and Transferee:

Mark W. Brennan
Cara O. Schenkel
Hogan Lovells US LLP
555 13th Street NW

3
    See 47 C.F.R. §§ 63.18, 63.24(f).


                                                                          FPL FiberNet, LLC
                           International Section 214 Pro Forma Transfer of Control Application

Washington, DC 20004
Phone: (202) 637-6409
Mark.Brennan@hoganlovells.com

In response to Section 63.18(d):

The Licensee holds International Section 214 authority ITC-214-20101014-00406, which
authorizes the provision of international facilities-based and global resale services.

Answer to Question 11

The Transferee is:

FPL FiberNet Holdings, LLC
9250 West Flagler Street
Miami, FL 33174
Tel: (305) 552-2104
FRN: 0026050260
Principal Business – Holding company
State of formation – Delaware

FPL Holdings is wholly owned by FN Investments, LLC (“FN”) 4:

FN Investments, LLC
9250 West Flagler Street
Miami, FL 33174
Tel: (305) 552-2104
FRN: 0026038448
Principal Business – Holding and investment company
State of formation – Delaware

FN is wholly owned by NEECH:

NextEra Energy Capital Holdings, Inc.
700 Universe Boulevard
Juno Beach, FL 33408
Tel: (561) 694-4000
FRN: 0026049320
Principal Business – Holding and investment company

4
 On July 8, 2016, the intermediate subsidiary FN Investments, LLC, was inserted into NextEra’s
ownership structure between the Transferor and the Transferee.


                                                                              FPL FiberNet, LLC
                               International Section 214 Pro Forma Transfer of Control Application

State of formation – Florida

NEECH is wholly owned by NEE:

NextEra Energy, Inc.
700 Universe Blvd.
Juno Beach, FL 33408
Tel: (561) 694-4000
FRN: 0025433889
Principal Business – Energy company
State of formation – Florida

NEE is a publicly traded (NYSE: NEE) Florida corporation that, to the knowledge of its
management, does not have any owners that hold a 10% or greater direct or indirect interest.

Answer to Question 12

The Transferee has no interlocking directorates with foreign carriers.

Answer to Question 13

As discussed above, the Licensee has a new direct parent as a result of a corporate restructuring.
The Licensee’s direct parent is FPL FiberNet Holdings, LLC. Simplified pre- and post-
transaction ownership charts are attached as Exhibit A.


                                                                         FPL FiberNet, LLC
                          International Section 214 Pro Forma Transfer of Control Application

                                      EXHIBIT A
                 Simplified Pre- and Post-Transaction Ownership Charts

Before Transaction


           NextEra Energy, Inc.



         NextEra Energy Capital
             Holdings, Inc.



           FPL FiberNet, LLC



After May 28, 2014 Transaction


          NextEra Energy, Inc.



        NextEra Energy Capital
            Holdings, Inc.



      FPL FiberNet Holdings, LLC



          FPL FiberNet, LLC



Document Created: 2016-11-18 17:46:22
Document Modified: 2016-11-18 17:46:22

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