Attachment Narrative Attachment

This document pretains to ITC-T/C-20181211-00225 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2018121100225_1589170

                              KVH Services Transfer Application


Answer to Question 10

The name, title, post office address, and telephone number of the officer and any other contact
point, such as legal counsel, to whom correspondence concerning the application is to be
addressed.

Bruce A. Olcott
Jones Day
51 Louisiana Ave., N.W.
Washington, DC 20001-2113
Office +1.202.879.3630
Mobile +1.703.216.3910
bolcott@jonesday.com

Colt, through its subsidiaries, holds 214 authorizations, file numbers ITC-214-20010406-00170
and ITC-214-19980126-00043, each of which authorize the provision of Global Facilities-Based
and Global Resale services.



Answer to Question 11

The assignee, Colt Group S.A., is a wholly owned subsidiary of Lightning Investors Limited:

Lightning Investors Limited
Pembroke Hall
42 Crow Lane
Pembroke
Bermuda HM-19

Jurisdiction of Incorporation: Bermuda
Principal Business: Holding Company

SHM Lightning Investors LLC owns and controls approximately 71% of the issued share capital
of Lightning Investors Limited. FIL Limited directly and indirectly owns and controls
approximately 25% of the issued share capital of Lightning Investors Limited.

SHM Lightning Investors LLC
255 State Street
Boston, Massachusetts 02109

Principal Business: Telecommunications
Holding Company
Jurisdiction of Incorporation: Delaware


SHM Lightning Investors LLC is managed by Star Horizon Management LLC, which is
controlled through various voting agreements by members of the family of Edward C. Johnson
3d (“Johnson Family”). SHM Lightning Investors LLC is owned by officers and senior
employees of FMR LLC (a Delaware limited liability company doing business as Fidelity
Investments), members of their families, including the Johnson Family, and trusts established for
their benefit.

FIL Limited
Pembroke Hall
42 Crow Lane
Pembroke
Bermuda HM-19

Principal Business: asset management serving retail, wholesale and institutional
investors Jurisdiction of Incorporation: Bermuda

The largest holder of FIL’s outstanding voting stock is Pandanus Partners, L.P. (“Pandanus”).
The ownership interest of Pandanus varies and can be anywhere from 25% - 48.5% of the
interests of FIL. The ownership of Pandanus Partners L.P. is comprised of several entities and
trusts for the benefit of descendants of the Johnson Family. Under the terms of the Pandanus
partnership agreement, the voting of all FIL stock held by Pandanus is exclusively controlled by
one of its general partners, Pandanus Associates, Inc. (“PAI”). On an individual basis no one
person owns either directly or indirectly more than 25% of the voting stock of PAI. Therefore,
on an individual basis no one person directly or indirectly owns or controls more than 25% of
the voting stock of FIL.



Answer to Question 13

With this application, Colt Group S.A. is seeking approval, nunc pro tunc, for the transfer of
control of KVH Services LLC (“KVH”) to Colt. The transaction was consummated on
December 22, 2014 as a result of an all-cash transaction valued at approximately $130 million in
which Colt purchased all of the issued shares in KVH’s ultimate parent company, KVH Asia
Limited. The transaction provided substantial public interest benefits because it enabled Colt to
expand further its telecommunications services to its customers in the Asian market. In addition,
on August 25, 2015, Colt changed KVH’s name to “Colt Technology Services LLC.” A diagram
of the relevant portions of the transaction is provided as an Attachment to this narrative.


Answer to Question 14

Prior to the acquisition of KVH by Colt, Colt and its affiliates provided telecommunications
services either directly or on a reseller basis in the following non-U.S. countries:

 ALGERIA                                             Latvia
 ANGOLA                                              LIBERIA
 ARGENTINA                                           Liechtenstein
 AUSTRALIA                                           Lithuania
 Austria                                             Luxembourg
 BAHAMAS                                             MALAYSIA
 BANGLADESH                                          MALTA
 Belgium                                             MEXICO
 BENIN                                               MONACO
 Brazil                                              MOROCCO
 Bulgaria                                            Netherlands
 BURKINA FASO                                        NEW ZEALAND
 BURUNDI                                             NIGERIA
 CAMEROON                                            Norway
 Canada                                              OTHER
 CHILE                                               PERU
 China                                               Poland
 COLOMBIA                                            Portugal
 CONGO                                               Romania
 COTE D'IVOIRE                                       RUSSIA
 Croatia                                             Russian Federation
 CYPRUS                                              RWANDA
 Czech Republic                                      SCOTLAND
 Denmark                                             SENEGAL
 Espanha                                             SERBIA
 Estonia                                             SIERRA LEONE
 Finland                                             SINGAPORE
 France                                              SLOVAKIA
 GAMBIA                                              Slovenia
 Germany                                             South Africa
 GHANA                                               Spain
 Greece                                              Swaziland
 GUINEA                                              Sweden
 Hong Kong                                           Switzerland
 Hungary                                             THAILAND
 INDIA                                               TOGO
 Ireland                                             TUNISIA
 Israel                                              Turkey
 Italy                                               UGANDA
 IVORY COAST                                         UKRAINE
 Japan                                               United Kingdom
 KENYA                                               VIETNAM
 KOREA, REPUBLIC OF


Answer to Question 15

Colt and its affiliates, including KVH, provides services either directly or on a reseller basis in
the following non-U.S. countries:

 ALBANIA                                                Israel
 ALGERIA                                                Italy
 ANGOLA                                                 IVORY COAST
 Argentina                                              Japan
 ASIA GLOB                                              KENYA
 AUSTRALIA                                              Korea
 AUSTRIA                                                KOREA, REPUBLIC OF
 BAHAMAS                                                Latvia
 BAHRAIN                                                LIBERIA
 BELGIUM                                                LIECHTENSTEIN
 BENIN                                                  Lithuania
 BOSNIA AND HERZEGOVINA                                 LUXEMBOURG
 BRAZIL                                                 MALAYSIA
 Bulgaria                                               MALTA
 BURKINA FASO                                           MAURITIUS
 BURUNDI                                                MEXICO
 CAMEROON                                               MOLDOVA, REPUBLIC OF
 Canada                                                 MONACO
 CHILE                                                  MOROCCO
 China                                                  Netherlands
 COLOMBIA                                               NEW ZEALAND
 CROATIA                                                Norway
 CYPRUS                                                 PALESTINE, STATE OF
 CZECH REPUBLIC                                         PERU
 Denmark                                                PHILIPPINES
 EGYPT                                                  Poland
 Estonia                                                PORTUGAL
 Finland                                                ROMANIA
 FRANCE                                                 RUSSIA
 GAMBIA                                                 RUSSIAN FEDERATION
 GEORGIA                                                RWANDA
 GERMANY                                                SAUDI ARABIA
 GHANA                                                  SCOTLAND
 Gibraltar                                              SERBIA
 Greece                                                 SIERRA LEONE
 GUERNSEY                                               Singapore
 GUINEA                                                 SLOVAKIA
 Hong Kong                                              SLOVENIA
 HUNGARY                                                SOUTH AFRICA
 Iceland                                                Spain
 India                                                  SWEDEN
 INDONESIA                                              SWITZERLAND
 IRELAND                                                Taiwan


Thailand                                            Ukraine
TOGO                                                UNITED ARAB EMIRATES
TUNISIA                                             UNITED KINGDOM
TURKEY                                              VIETNAM
UGANDA




Answer to Question 16

Colt and its affiliates, including KVH, are non-dominant with respect to every destination
country identified in Questions 14 and 15 pursuant to the criteria specified in Section 63.10
of the Commission’s rules. The US related business for Colt is extremely small, with less
than 1% of Colt’s total revenue traffic relating to the US when compared with the remainder
of the jurisdictions identified above. Consistent with this, Colt’s international
telecommunications traffic that either originates or terminates in the United States
constitutes substantially less than 50 percent of the total traffic between the United States
and each foreign country that Colt serves. Colt and its affiliates do not have market power
on the foreign end of any route and therefore could not affect competition adversely in the U.S.
market. Further, Colt is not affiliated with any carrier that has market power or is a monopoly
provider of communications services in a relevant market in a destination country. Colt
therefore seeks a determination by the Commission that it should be treated as non-dominant
with respect to all markets for international telecommunications services.


              ATTACHMENT 1
Before:
               KVH Asia Ltd.
                (Bermuda)



           KVH Telecom Holdings
             SCRL (Belgium)



               KVH Co., Ltd.
                 (Japan)



             KVH Services LLC
                (England)




After:
              Colt Group S.A.
               (Luxembourg)



               KVH Asia Ltd.
                (Bermuda)



           KVH Telecom Holding
             SCRL (Belgium)



          Colt Technology Services
          Co., Ltd. (formerly named,
           KVH Co., Ltd.) (Japan)


           Colt Technology Services
          LLC (formerly named KVH
           Services LLC) (England)



Document Created: 2018-12-11 10:21:06
Document Modified: 2018-12-11 10:21:06

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