Attachment Attachment

This document pretains to ITC-T/C-INTR2019-01100 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTCINTR201901100_1655948

ATTACHMENT 1 NOTIFICATION OF PRO FORMA TRANSFER OF CONTROL Pursuant to Section 214 of the Communications Act of 1934, as amended, and Section 64.24(f) of the Commission’s rules, 1 Tampnet Inc. (“Tampnet”) notifies the Commission of an internal restructuring that occurred on April 9, 2019, which resulted in the pro forma transfer of control of Tampnet and its international Section 214 authorization. Because the restructuring did not result in a change in the ultimate control of Tampnet or its international Section 214 authorization, which continues to reside with 3iGroup plc (“3i Group”), the transaction was pro forma. Answer to Question 10 (Section 63.18(c)-(d)) All communications in connection with this notification should be directed to the following: Matthew Barker Jonathan V. Cohen 3i Group plc Jennifer L. Kostyu Director Wilkinson Barker Knauer, LLP 16 Palace Street 1800 M Street, N.W., Suite 800N London, SW1E 5JD, United Kingdom Washington, D.C. 20036 Phone: +44 (0) 20 7975 3565 Phone: 202.783.4141 Fax: +44 (0) 20 7975 3490 Fax: 202.783.5851 Matt.Barker@3i.com joncohen@wbklaw.com jkostyu@wbklaw.com Tampnet holds one international Section 214 authorization to provide global facilities- based and global resale services (File No. ITC-214-20150901-00218). Answer to Question 11 (Section 63.18(h)) Pursuant to Section 63.18(h) of the Commission’s rules, the following entities hold a direct or indirect ten percent or greater equity interest in Tampnet: Name: Colombo US Bidco Inc. Address: 1209 Orange Street Wilmington, DE 19801 Citizenship: Delaware Principal Business: Holding company Ownership Interest: Colombo US Bidco Inc. holds a 100 percent voting and equity interest in Tampnet. Name: Colombo Bidco Limited Address: 16 Palace Street 1 47 U.S.C. § 214; 47 C.F.R. § 64.24(f). 1

London, SW1E 5JD, United Kingdom Citizenship: United Kingdom Principal Business: Holding company Ownership interest: Colombo Bidco Limited holds a 100 percent voting and equity interest in Colombo US Bidco Inc. Name: Colombo Holdco Limited Address: 16 Palace Street London, SW1E 5JD, United Kingdom Citizenship: United Kingdom Principal Business: Holding company Ownership interest: Colombo Holdco Limited holds a 100 percent voting and equity interest in Colombo Bidco Limited. Name: Colombo Investment Holdings Limited Address: 16 Palace Street London, SW1E 5JD, United Kingdom Citizenship: United Kingdom Principal Business: Holding company Ownership interest: Colombo Investment Holdings Limited holds a 100 percent voting and equity interest in Colombo Holdco Limited. Name: Colombo Topco Limited Address: 16 Palace Street London, SW1E 5JD, United Kingdom Citizenship: United Kingdom Principal Business: Holding company Ownership interest: Colombo Topco Limited holds a 100 percent voting and equity interest in Colombo Investment Holdings Limited. Name: Arbejdsmarkedets Tillaegspension (“ATP”) Address: Kongens Vænge 8 3400 Hillerød, Denmark Citizenship: Denmark Principal Business: Pension fund Ownership interest: ATP holds an approximate 42.5 percent voting interest and a 43.6 percent equity interest in Colombo Topco Limited. Name: 3i Tampnet Holdings Limited Address: 16 Palace Street London, SW1E 5JD, United Kingdom Citizenship: United Kingdom Principal Business: Holding company Ownership interest: 3i Tampnet Holdings Limited holds an approximate 42.5 percent voting interest and a 43.6 percent equity interest in Colombo Topco Limited. 2

Name: 3i Infrastructure plc (“3i Infrastructure”) Address: 12 Castle Street Saint Helier, Jersey JE2 3RT Citizenship: Jersey (Channel Islands) Principal Business: Investment company Ownership interest: 3i Infrastructure holds a 100 percent voting and equity interest in 3i Tampnet Holdings Limited. Name: 3i Investments plc (“3i Investments”) Address: 16 Palace Street London, SW1E 5JD, United Kingdom Citizenship: United Kingdom Principal Business: Investment management company Ownership interest: 3i Investments acts as investment manager of ATP’s stake in Colombo Topco Limited. 3i Investments also acts as investment manager to 3i Infrastructure. As a result of these arrangements, 3i Investments has sole, indirect control over the day-to-day management of Tampnet. Name: 3i plc Address: 16 Palace Street London, SW1E 5JD, United Kingdom Citizenship: United Kingdom Principal Business: Holding company Ownership interest: 3i plc holds a 100 percent voting and equity interest in 3i Investments. Name: 3i Holdings plc Address: 16 Palace Street London, SW1E 5JD, United Kingdom Citizenship: United Kingdom Principal Business: Holding company Ownership interest: 3i Holdings plc holds a 100 percent voting and equity interest in 3i plc. Name: 3i Group plc Address: 16 Palace Street London, SW1E 5JD, United Kingdom Citizenship: United Kingdom Principal Business: Investment company Ownership interest: 3i Group plc holds an approximate 34 percent voting and equity interest in 3i Infrastructure. In addition, as the ultimate parent company of 3i Investments, the investment manager for 3i Infrastructure and ATP in connection with their respective indirect investments in Tampnet, 3i Group holds indirect control of Tampnet 3

No other entity or individual directly or indirectly holds a 10 percent or greater equity interest in Tampnet. Answer to Question 13 As a result of an internal corporate restructuring that occurred on April 9, 2019, certain pro forma changes were made in the controlling ownership chain of Tampnet. Specifically, the following changes were made: • The insertion of 3i Tampnet Holdings Limited, a United Kingdom company, between existing entities 3i Infrastructure plc and Colombo Topco Limited, such that 3i Infrastructure plc now wholly owns and controls 3i Tampnet Holdings Limited, and 3i Tampnet Holdings Limited holds an approximately 42.5 percent voting and 43.6 percent equity interest in Colombo Topco Limited. • The insertion of Colombo Investment Holdings Limited, a United Kingdom company, between existing entities Colombo Topco Limited and Colombo Holdco Limited, such that Colombo Topco Limited now wholly owns and controls Colombo Investment Holdings Limited, and Colombo Investment Holdings Limited wholly owns and controls Colombo Holdco Limited. • The removal of the following entities from the ownership chain: Brent Holding AS, Brent Invest AS, and Tampnet AS. • The insertion of Colombo US Bidco Inc., a United States company, between existing entities Colombo Bidco Limited and Tampnet, such that Colombo Bidco Limited wholly owns and controls Colombo US Bidco Inc., and Colombo US Bidco Inc. wholly owns and controls Tampnet. An ownership diagram depicting the ownership of Tampnet following the consummation of this pro forma transaction is attached as Exhibit A. None of the foregoing changes had any effect on the indirect ultimate control or ownership of Tampnet. These changes also had no effect on Tampnet’s operations, employees, or management, and they were imperceptible to Tampnet customers. 4

3i Group plc (UK) 100% voting and equity 34% voting and equity 3i Holdings plc (UK) 100% voting and equity 3i Investments plc acts as 3i plc (UK) investment manager of ATP’s stake in Colombo 3i Investments plc 100% voting and equity Topco Limited, but not of acts as investment ATP generally manager 3i Investments plc (UK) 3i Infrastructure plc Arbejdsmarkedets (Jersey) Tillaegspension Individual members of Tampnet 100% voting and equity (Denmark) management through their 3i Tampnet Holdings personal investment vehicles Limited (UK) (Norwegian citizens and entities) ~42.5% voting 43.6% equity ~42.5% voting 12.8% equity ~15% voting 43.6% equity Colombo Topco Limited (UK) 100% voting and equity Exhibit A Colombo Investment Holdings Tampnet Inc. Limited (UK) Post-Reorganization 100% voting and equity Ownership Diagram Colombo Holdco Limited (UK) 100% voting and equity Colombo Bidco Limited (UK) 100% voting and equity Colombo US Bidco Limited (US) 100% voting and equity Tampnet Inc. (US) Key Pre-/Post-Closing Control Chain Newly Inserted Entities Tampnet Licensee


Document Created: 2019-04-16 11:53:37
Document Modified: 2019-04-16 11:53:37
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