Attachment Narrative Attachment

This document pretains to ITC-T/C-INTR2019-00172 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTCINTR201900172_1614501

                             Colt Pro Forma 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., NW.
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

Both the assignor, Colt Group S.A., and assignee, Colt Group Holdings Limited, are wholly
owned subsidiaries 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 ("Star Horizon"),
which is owned by six trusts, the names, equity percentages, and trustees for which are listed
below.

                  Trust Name           Equity Percentage               Trustee
                                         in Star Horizon
                  SHM Trust 4                 16%                Abigail P. Johnson
                  SHM Trust 5                 19%                  John Remondi
                  SHM Trust 6                 16%              Edward C. Johnson IV
                  SHM Trust 7                17.33%              Abigail P. Johnson
                  SHM Trust 8                14.33%             Elizabeth L. Johnson
                  SHM Trust 9                17.34%            Edward C. Johnson IV

Each of the trusts was organized under and is governed by US law and all of the trustees are U.S.
citizens. Star Horizon is incorporated in Delaware. The directors of Star Horizon, all of whom
are US citizens, are Abigail P. Johnson, Edward C. Johnson IV, John Remondi and B. Lane
MacDonald. The officers of Star Horizon, all of whom are US citizens, are B. Lane MacDonald,
President; Steven F. Schiffman, Chief Financial Officer; Matthew Wick, Vice President and
Treasurer; Eric C. Green, Assistant Treasurer; Christian Yung, Assistant Treasurer; Brian C.
McLain, Secretary; Jay Freeman, Assistant Secretary; Peter D. Stahl, Assistant Secretary.

There are no parties that hold direct or indirect interests of 10% or more in SHM Lightning
Investors LLC. 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,
none of whom hold direct or indirect interests of 10% or more in SHM Lightning Investors LLC.

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

There are no parties that hold a direct or indirect interest of 40% or more in FIL Limited (and
accordingly no parties indirectly own 10% or more in the applicant through FIL Limited). The
largest holder of FIL Limited‘s outstanding voting stock is Pandanus Partners, L.P.
("*Pandanus"), which is incorporated in Delaware. The voting interest of Pandanus in FIL
Limited was 37.51% as of December 31, 2018. The ownership of Pandanus Partners L.P. is
comprised of several entities and trusts for the benefit of descendants of the Johnson Family.
None of these trusts own direct or interest interests that would result in their indirectly owning
10% or more in the applicant. Under the terms of the Pandanus partnership agreement, the
voting of all FIL Limited stock held by Pandanus is exclusively controlled by its general partner,
Pandanus Associates, Inc. ("PAI"), which is incorporated under the laws of Delaware. The
directors of PAI are Abigail P. Johnson, James C. Curvey, and Richard D. Walsh, each of whom


       are US citizens. There are no parties that directly or indirectly own 40% or more of the interests
       in PAI (and accordingly no parties indirectly own 10% or more in the applicant).

     A chart is provided below detailing the above discussed ownership interests in Lightning
     Investors Limited.



           SHM         SHM                                                                                          No interest holders exceeding 40%
          Trust 6     Trust 7
           16%            17.33%
                                                                                                                                   Pandanus
    SHM                    SHM                                                                                                     Associates
   Trust 5                Trust 8                                                                                                     Inc.
                                                                                                    Pandanus
    19%                   14.33%                                                                   Partners LP          General!
                                                                                                     37.51%             Partner
 SHM                          SHM             No interest holders exceeding 10%                    vote holder
Trust 4                      Trust 9
                                                                                                                  Other interest holders not exceeding 40%
 16%                         17.34%




           Star Horizon                         SHM Lightning Investors LLC                         FiL Limited
     Management LLC                 Manager                 71%                                         25%




                                                                     Lightning Investors Limited


Answer to Question 13


    With this application, Colt is seeking to notify the FCC of the pro forma transfer of control of the
    referenced 214 authority through a corporate reorganization that resulted in the substitution of
    one parent entity, Colt Group S.A., with a new parent entity, Colt Group Holdings Limited. The
    reorganization also resulted in the elimination of certain intervening subsidiaries above the entity
    holding the 214 authority. The transaction is pro forma because both the previous and the new
    parent entities are ultimately controlled by the identical investor groups, as detailed in the
    response to Question 11. A diagram of the relevant portions of the transaction is provided of the
    following page:

    Before:







Document Created: 2019-01-30 11:52:01
Document Modified: 2019-01-30 11:52:01

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