Public Notice SCL00174S

Accepted for Filing Streamlined Public Notice

Submarine Cable Landing

2016-01-04

FCC.report > IB > Public Notices > SCL00174S

Filings Included

File NumberService
SCL-T/C-20151130-00033Submarine Cable Landing
SCL-T/C-20151130-00034Submarine Cable Landing
SCL-T/C-20151130-00035Submarine Cable Landing
SCL-T/C-20151130-00036Submarine Cable Landing
IBFS_PN_1120016

PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 12th STREET S.W. WASHINGTON D.C. 20554 News media information 202-418-0500 Internet: http://www.fcc.gov (or ftp.fcc.gov) TTY (202) 418-2555 Report No. SCL-00174S Monday January 4, 2016 Streamlined Submarine Cable Landing License Applications Accepted For Filing Unless otherwise specified, the following procedures apply to the applications listed below: The applications listed below have been found, upon initial review, to be acceptable for filing and subject to the streamlined processing procedures set forth in section 1.767 of the Commission's rules, 47 C.F.R. § 1.767. Pursuant to the Submarine Cable Landing License Act, 47 U.S.C. §§ 34-39, and Executive Order No. 10530, reprinted as amended in 3 U.S.C. § 301, each applicant seeks: (a) the grant of a cable landing licensee; (b) the modification of a cable landing license; and/or (c) the assignment or transfer of control of an interest in a submarine cable landing license. Pursuant to its decision in Review of Commission Consideration of Applications under the Cable Landing License Act, IB Docket No. 00-106, FCC 01-332, 16 FCC Rcd 22167 (2001) and section 1.767 of the rules, the Commission will take action upon these applications within forty-five (45) days after release of this public notice, unless the Commission has informed the applicant in writing that the application, upon further examination, has been deemed ineligible for streamlined processing. Ex parte communications between outside parties and Commission staff concerning these applications are permitted subject to the Commission's rules for "permit-but-disclose proceedings." See 47 C.F.R. § 1.1206. Filings relating to this application must be received within 14 days of this notice. Such filings will not necessarily result in an application being deemed ineligible for streamlined processing. Copies of all applications listed here are available for public inspection in the FCC Reference and Information Center, located in room CY-A257 at the Portals 2 building, 445 12th Street, SW, Washington DC 20554. The center can be contacted at (202) 418-0270. People with Disabilities: To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at 202-418-0530 (voice), 1-888-835-5322 (tty). All applications listed are subject to further consideration and review, and may be returned and/or dismissed if not found to be in accordance with the Commission's rules, regulations, and other requirements. Page 1 of 6

SCL-T/C-20151130-00033 E Cable & Wireless Network Services Limited Transfer of Control Current Licensee: Cable & Wireless Network Services Limited FROM: Cable & Wireless Communications plc TO: Liberty Global plc Application filed for consent to the transfer of control of the cable landing license for the Gemini-Bermuda cable system (Gemini-Bermuda Cable), SCL-LIC-20070925-00017, held by Cable and Wireless Network Services Limited (CWNS), from Cable & Wireless Communications plc (C&W) to Liberty Global plc (Liberty Global). CWNS, a Bermuda company, is an indirect, wholly-owned subsidiary of C&W, a publicly-listed company incorporated under the laws of England and Wales. The Gemini-Bermuda Cable is a non-common carrier fiber-optic cable system that connects the continental United States to Bermuda. MFS CableCo U.S., Inc. (Verizon Business), owns and controls the Gemini-Bermuda cable landing station in Manasquan, New Jersey. The interest on Verizon Business is not affected by the proposed transaction. Pursuant to the terms of a share purchase offer announced on November 16, 2015, Liberty Global proposes to acquire, through a two-step transaction, 100% of the issued and to be issued shares of stock of C&W. Liberty Global is a publicly-listed company incorporated under the laws of England and Wales. In Step One of the proposed transaction, the CWNS ownership interests in the Gemini-Bermuda Cable, and other associated U.S.-regulated assets and business, will be assigned, on a pro forma basis, to CWC New Cayman Limited (CWC New Cayman), a newly-incorporated company. CWC New Cayman, a Cayman Islands company, will then become a licensee to the Gemini-Bermuda Cable. As part of the pro forma transaction, CWC New Cayman will become a wholly-owned subsidiary of CWC New Cayman Holdco Limited (CWC New Cayman Holdco), a newly-incorporated company which will become the transferor for Step Two of the Transaction. Following completion of Step One, the shareholders of C&W will hold a majority of the shares of CWC New Cayman Holdco, and C&W controlling shareholders will retain de jure and de facto control of the license for the Gemini-Bermuda Cable. CWC New Cayman will retain ultimate authority and control over all regulated aspects of the U.S. business. In Step Two, indirect ownership and control of CWC New Cayman and other C&W licensee subsidiaries will be transferred from CWC New Cayman Holdco to Liberty Global. Upon completion of the Transaction, CWC New Cayman, the cable licensee, will become an indirect, wholly-owned subsidiary of Liberty Global. At the end of Step Two, the following individuals and entities will have a ten percent or greater direct or indirect interest in C&W Inc.: (1) Cable & Wireless Inc., a U.S. entity (100% direct); (2) Cable and Wireless (West Indies) Limited, an England holding company (100% direct interest); (3) CWI Group Limited, an England holding company (100% indirect interest); (4) Sable Holding Limited, an England holding company (100% indirect interest); (5) Cable & Wireless Limited, an England holding company (100% indirect interest); (6) Cable & Wireless Communications Limited, an England holding company (100% indirect interest); (7) Coral New UKCo. Ltd., an England holding company (100% indirect interest); (8) LGE Coral Holdco, an England holding company (100% indirect interest); and (9) Liberty Global, an England telecommunications company (100% indirect interest). Liberty's shares are divided into two tracking groups: (1) Liberty Global Group and (2) Liberty Latin America and Caribbean Group. Following consummation of the Transaction, John C. Malone, a U.S. citizen, is expected to hold the following equity and voting interests in Liberty Global: (1) an equity interest of approximately 3.5% through equity interests of approximately 3.4% to 4% in Liberty Global Group shares and approximately 0.9% to 3.3% in Liberty Global Latin America and Caribbean Group shares; and (2) a voting interest of approximately 22% through voting interests of approximately 23.7% to 24.1% in Liberty Global Group shares and approximately 8.2% to 10.4% in Liberty Global Latin America and Caribbean Group shares. No other individual or entity will hold a ten percent or greater direct or indirect equity or voting interest in either group or Liberty Global plc. Applicants agree to abide by the routine conditions specified in section 1.767(g) of the Commission's rules, 47 C.F.R. § 1.767(g). Page 2 of 6

SCL-T/C-20151130-00034 E Cable and Wireless (BVI) Limited Transfer of Control Current Licensee: Cable and Wireless (BVI) Limited FROM: Cable & Wireless Communications plc TO: Liberty Global plc Application filed for consent to the transfer of control of the submarine cable interests held by Cable and Wireless (EWC) Limited (C&W EWC) in the Pacific Caribbean Cable System (PCCS Cable System), SCL-LIC-20130122-00001, from Cable & Wireless Communications plc (C&W) to Liberty Global plc (Liberty Global). C&W EWC, a British Virgin Islands company, is an indirect, wholly-owned subsidiary of C&W, a publicly-listed company incorporated under the laws of England and Wales. The PCCS Cable System is a non-common carrier fiber-optic cable system that links the British Virgin Islands, Puerto Rico, Aruba, Colombia, Panama, Ecuador, and the continental United States. C&W EWC holds a 14.8% ownership and voting interest in the PCCS license. In addition, the interests in the PCCS Cable System held by two other C&W subsidiaries will be transferred: (1) Cable and Wireless (British Virgin Islands) Ltd., a British Virgin Islands company owns and operates the cable landing station in Tortola, British Virgin Islands, has a 100% ownership interest in the British Virgin Islands waters and holds a 0.6% ownership and voting interest in the PCCS license, and (2) CWC WS Holdings Panama S.A., a Panama company owns and operates the cable landing stations in Maria Chiquita, Panama, and Balboa, Panama, holds a 33.33% interest in the existing terrestrial segment between the cable landing stations, holds a 100% ownership interest in Panama and Panamanian waters, and holds a 2.6% ownership and voting interest in the PCCS license (together with C&W EWC, the "Licensees"). The Licensees are indirect, wholly-owned subsidiaries of C&W, a publicly-listed companies incorporated under the laws of England and Wales. Pursuant to the terms of a share purchase offer announced on November 16, 2015, Liberty Global proposes to acquire, through a two-step transaction, 100% of the issued and to be issued shares of stock of C&W. Liberty Global is a publicly-listed company incorporated under the laws of England and Wales. In Step One of the proposed transaction, the Licensees' ownership and other interests in the PCCS Cable System, and other associated U.S.-regulated assets and business, will be assigned, on a pro forma basis, to CWC New Cayman Limited (CWC New Cayman), a newly-incorporated company. CWC New Cayman, a Cayman Islands company, will then become a licensee to the PCCS Cable System, and will hold the combined current Licensees' ownership and other interests in the PCCS Cable System. As part of the pro forma transaction, CWC New Cayman will become a wholly-owned subsidiary of CWC New Cayman Holdco Limited (CWC New Cayman Holdco), a newly-incorporated company which will become the transferor for Step Two of the Transaction. Following completion of Step One, the shareholders of C&W will hold a majority of the chares of CWC New Cayman Holdco, and C&W controlling shareholders will retain de jure and de facto control of the CCW New Cayman. CWC New Cayman will retain ultimate authority and control over all regulated aspects of the U.S. business. In Step Two, indirect ownership and control of CWC New Cayman and other C&W licensee subsidiaries will be transferred from CWC New Cayman Holdco to Liberty Global. Upon completion of the Transaction, CWC New Cayman, the cable licensee, will become an indirect, wholly-owned subsidiary of Liberty Global. At the end of Step Two, the following individuals and entities will have a ten percent or greater direct or indirect interest in CWC New Cayman: (1) Cable & Wireless Inc., a U.S. entity (100% direct); (2) Cable and Wireless (West Indies) Limited, an England holding company (100% direct interest); (3) CWI Group Limited, an England holding company (100% indirect interest); (4) Sable Holding Limited, an England holding company (100% indirect interest); (5) Cable & Wireless Limited, an England holding company (100% indirect interest); (6) Cable & Wireless Communications Limited, an England holding company (100% indirect interest); (7) Coral New UKCo. Ltd., an England holding company (100% indirect interest); (8) LGE Coral Holdco, an England holding company (100% indirect interest); and (9) Liberty Global, an England telecommunications company (100% indirect interest). Liberty's shares are divided into two tracking groups: (1) Liberty Global Group and (2) Liberty Latin America and Caribbean Group. Following consummation of the Transaction, John C. Malone, a U.S. citizen, is expected to hold the following equity and voting interests in Liberty Global: (1) an equity interest of approximately 3.5% through equity interests of approximately 3.4% to 4% in Liberty Global Group shares and approximately 0.9% to 3.3% in Liberty Global Latin America and Caribbean Group shares; and (2) a voting interest of approximately 22% through voting interests of approximately 23.7% to 24.1% in Liberty Global Group shares and approximately 8.2% to 10.4% in Liberty Global Latin America and Caribbean Group shares. No other individual or entity will hold a ten percent or greater direct or indirect equity or voting interest in either group or Liberty Global plc. Liberty Global agrees to accept and abide by the reporting requirements set out in section 1.767(l) of the Commission's rules, 47 C.F.R. §1.767(l), for the U.S.-British Virgin Islands route and the U.S.-Panama route. Applicants agree to abide by the routine conditions specified in section 1.767(g) of the Commission's rules, 47 C.F.R. § 1.767(g). Page 3 of 6

SCL-T/C-20151130-00035 E ARCOS-1 USA, Inc. Transfer of Control Current Licensee: ARCOS-1 USA, Inc. FROM: Columbus New Cayman Limited TO: Liberty Global plc Application filed for consent to the transfer of control of the cable landing license for the Arcos-1 cable system (ARCOS-1 Cable), SCL-LIC-19981222-00032, SCL-MOD-20010302-00007, held by Arcos-1 USA, Inc. (ARCOS) and A.SurNet, Inc. (ASN), from Columbus New Cayman Limited (Columbus) to Liberty Global plc (Liberty Global). The ARCOS-1 Cable is a non-common carrier fiber-optic cable system linking the continental United States, the Bahamas, the Turks and Caicos Islands, the Dominican Republic, Puerto Rico, Curacao, Venezuela, Colombia, Panama, Costa Rica, Nicaragua, Honduras, Guatemala, Belize, and Mexico. ARCOS and ASN, both Delaware state corporations, hold, on a joint basis, a 94.87% voting and ownership interest in the ARCOS-1 Cable. ASN operates the ARCOS-1 cable landing station in Florida. ASN is a direct wholly-owned subsidiary of ARCOS which, in turn, is a direct wholly-owned subsidiary of Columbus, a Cayman Islands holding company. On November 13, 2015, the Commission approved the application for transfer of control of ARCOS and ASN from Columbus to Cable & Wireless Communications plc (C&W). Applications of Cable & Wireless Communications plc and Columbus New Cayman Limited for Transfer of Control of Cable Landing Licenses and Section 214 Authorizations, Memorandum Opinion and Order, DA 15-1307 (IB rel. Nov. 13, 2015). On November 16, 2015, Liberty Global and C&W jointly announced a share purchase offer by which Liberty Global would acquire 100 percent of the issued and to be issued shares of C&W. In view of the proposed transaction between Liberty Global and C&W, the earlier C&W/Columbus transaction, whereby the ownership and control of Columbus and ARCOS and ASN would be transferred to C&W, is not currently expected to occur. Instead, applicants seek approval of the transfer of control of Columbus and ARCOS and ASN to Liberty Global. Specifically, Columbus would become an indirect wholly-owned subsidiary of Liberty Global and ARCOS and ASN would remain direct and indirect wholly-owned subsidiaries or Columbus, respectively. Upon closing, the following entities and individuals will hold 10 percent or greater direct and indirect ownership interests in Columbus: (1) Columbus Networks, Limited, a Barbados telecommunications company (100% direct interest); (2) Columbus TTNW Holdings Inc., a Barbados telecommunications company (100% indirect interest); (3) Columbus International Inc., a Barbados telecommunications company (100% indirect interest); (4) Sable Holding Limited, an England holding company (100% indirect interest); (5) Cable & Wireless Limited, an England holding company (100% indirect interest); (6) Cable & Wireless Communications Limited, an England holding company (100% indirect interest); (7) Coral New UKCo. Ltd., an England holding company (100% indirect interest); (8) LGE Coral Holdco, an England holding company (100% indirect interest); and (9) Liberty Global, an England telecommunications company (100% indirect interest). Liberty's shares are divided into two tracking groups: (1) Liberty Global Group and (2) Liberty Latin America and Caribbean Group. Following consummation of the Transaction, John C. Malone, a U.S. citizen, is expected to hold the following equity and voting interests in Liberty Global: (1) an equity interest of approximately 3.5% through equity interests of approximately 3.4% to 4% in Liberty Global Group shares and approximately 0.9% to 3.3% in Liberty Global Latin America and Caribbean Group shares; and (2) a voting interest of approximately 22% through voting interests of approximately 23.7% to 24.1% in Liberty Global Group shares and approximately 8.2% to 10.4% in Liberty Global Latin America and Caribbean Group shares. No other individual or entity will hold a ten percent or greater direct or indirect equity or voting interest in either group or Liberty Global plc. C&W and Columbus made certain commitments regarding national security, law enforcement and public safety concern in a Letter of Assurance (LOA), dated September 11, 2015, sent to the Department of Homeland Security. Applicants state that they will continue to abide by the commitments contained in the LOA following completion of the proposed transaction. A copy of the LOA is publicly available and may be viewed on the FCC's website through the International Bureau Filing System (IBFS) by searching for SCL-T/C-20141121-00013 and accessing the "Other Filings related to this application" from the Document Viewing Area. Liberty Global agrees to accept and abide by the reporting requirements set out in section 1.767(l) of the Commission's rules, 47 C.F.R. §1.767(l), for the U.S.-Bahamas route. Applicants agree to abide by the routine conditions specified in section 1.767(g) of the Commission's rules, 47 C.F.R. § 1.767(g). Page 4 of 6

SCL-T/C-20151130-00036 E Columbus Networks USA, Inc. Transfer of Control Current Licensee: Columbus Networks USA, Inc. FROM: Columbus New Cayman Limited TO: Liberty Global plc Application filed for consent to the transfer of control of the cable landing license for the CFX-1 cable system (CFX-1 Cable), SCL-LIC-20070516-00008, held by Columbus Networks USA, Inc. (CNUSA), from Columbus New Cayman Limited (Columbus) to Liberty Global plc (Liberty Global). The CFX-1 Cable is a non-common carrier fiber-optic cable system linking the continental United States, Jamaica, and Colombia. CNUSA, a Delaware company, wholly-owns and operates the CFX-1 Cable, including the cable landing station in Boca Raton, Florida. CNUSA is a direct wholly-owned subsidiary of ARCOS-1 USA (ARCOS), which, in turn, is a direct wholly-owned subsidiary of Columbus, a Cayman Islands holding company. On November 13, 2015, the Commission approved the application for transfer of control of CNUSA from Columbus to Cable & Wireless Communications plc (C&W). Applications of Cable & Wireless Communications plc and Columbus New Cayman Limited for Transfer of Control of Cable Landing Licenses and Section 214 Authorizations, Memorandum Opinion and Order, DA 15-1307 (IB rel. Nov. 13, 2015). On November 16, 2015, Liberty Global and C&W jointly announced a share purchase offer by which Liberty Global would acquire 100 percent of the issued and to be issued shares of C&W. In view of the proposed transaction between Liberty Global and C&W, the earlier C&W/Columbus transaction, whereby the ownership and control of Columbus and CNUSA would be transferred to C&W, is not currently expected to occur. Instead, applicants seek approval of the transfer of control of Columbus and CNUSA to Liberty Global. Specifically, Columbus would become an indirect wholly-owned subsidiary of Liberty Global and CNUSA would remain an indirect wholly-owned subsidiary or Columbus. Upon closing, the following entities and individuals will hold 10 percent or greater direct and indirect ownership interests in Columbus: (1) Columbus Networks, Limited, a Barbados telecommunications company (100% direct interest); (2) Columbus TTNW Holdings Inc., a Barbados telecommunications company (100% indirect interest); (3) Columbus International Inc., a Barbados telecommunications company (100% indirect interest); (4) Sable Holding Limited, an England holding company (100% indirect interest); (5) Cable & Wireless Limited, an England holding company (100% indirect interest); (6) Cable & Wireless Communications Limited, an England holding company (100% indirect interest); (7) Coral New UKCo. Ltd., an England holding company (100% indirect interest); (8) LGE Coral Holdco, an England holding company (100% indirect interest); and (9) Liberty Global, an England telecommunications company (100% indirect interest). Liberty's shares are divided into two tracking groups: (1) Liberty Global Group and (2) Liberty Latin America and Caribbean Group. Following consummation of the Transaction, John C. Malone, a U.S. citizen, is expected to hold the following equity and voting interests in Liberty Global: (1) an equity interest of approximately 3.5% through equity interests of approximately 3.4% to 4% in Liberty Global Group shares and approximately 0.9% to 3.3% in Liberty Global Latin America and Caribbean Group shares; and (2) a voting interest of approximately 22% through voting interests of approximately 23.7% to 24.1% in Liberty Global Group shares and approximately 8.2% to 10.4% in Liberty Global Latin America and Caribbean Group shares. No other individual or entity will hold a ten percent or greater direct or indirect equity or voting interest in either group or Liberty Global plc. C&W and Columbus made certain commitments regarding national security, law enforcement and public safety concern in a Letter of Assurance (LOA), dated September 11, 2015, sent to the Department of Homeland Security. Applicants state that they will continue to abide by the commitments contained in the LOA following completion of the proposed transaction. A copy of the LOA is publicly available and may be viewed on the FCC's website through the International Bureau Filing System (IBFS) by searching for SCL-T/C-20141121-00014 and accessing the "Other Filings related to this application" from the Document Viewing Area. Liberty Global agrees to accept and abide by the reporting requirements set out in section 1.767(l) of the Commission's rules, 47 C.F.R. § 1.767(l), for the U.S.-Jamaica route. Applicants agree to abide by the routine conditions specified in section 1.767(g) of the Commission's rules, 47 C.F.R. § 1.767(g). Page 5 of 6

REMINDERS: Applicants must certify that neither the applicant nor any party to the application is subject to a denial of federal benefits by federal and/or state courts under authority granted in 21 U.S.C. § 862. See C.F.R. §§ 1.2001-1.2003. By this notice, we inform the public that submarine cable landing license applications and international section 214 applications that are part of larger transactions involving multiple Commission licenses or authorizations may involve "extraordinary circumstances" as referenced in Review of Commission Consideration of Applications under the Cable Landing License Act, Report and Order, 16 FCC Rcd 22167 (2001) and Rules and Policies on Foreign Participation in the U.S. Telecommunications Market, Report and Order and Order on Reconsideration, 12 FCC Rcd 23891 (1997), paras. 327-28, Order on Reconsideration, 15 FCC Rcd 18158 (2000). Additionally, these extraordinary circumstances may result where Executive Branch agencies petition the Commission to defer decision on certain transactions pending the resolution of potential national security, law enforcement, foreign policy and trade policy issues. Accordingly, these applications may not be acted on within the 90-day review period that the Commission has established as the period of time normally required to reach a decision on non-streamlined cable landing licenses and international section 214 applications. This notice shall serve as public notice to applicants that, in these circumstances, additional time may be required for Commission review and final action. No additional formal public notice will be provided routinely with respect to specific applications in the event that the applicable review period extends beyond 90 days. Page 6 of 6


Document Created: 2015-12-31 13:46:20
Document Modified: 2015-12-31 13:46:20
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