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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