Public Notice SCL00221

Actions Taken Under Cable Landing License ActSection 1.767(a) Cable Landing Licenses, Modifications, and Assignments or Transfers of Control of Interests in Cable Landing Licenses (47 C.F.R. § 1.767(a))

Action Taken Public Notice

Submarine Cable Landing

2018-08-16

FCC.report > IB > Public Notices > SCL00221

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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 DA No. 18-856 Report No. SCL-00221 Thursday August 16, 2018 Actions Taken Under Cable Landing License Act Section 1.767(a) Cable Landing Licenses, Modifications, and Assignments or Transfers of Control of Interests in Cable Landing Licenses (47 C.F.R. § 1.767(a)) By the Chief, Telecommunications and Analysis Division, International Bureau: Pursuant to An Act Relating to the Landing and Operation of Submarine Cables in the United States, 47 U.S.C. §§ 34-39 (Cable Landing License Act), Executive Order No. 10530, Exec. Ord. No. 10530 reprinted as amended in 3 U.S.C. § 301, and section 1.767 of the Commission's rules, 47 C.F.R. § 1.767, the following applications ARE GRANTED. These grants of authority are taken under section 0.261 of the Commission's rules, 47 C.F.R. § 0.261. Petitions for reconsideration under section 1.106 or applications for review under section 1.115 of the Commission's rules, 47 C.F.R. §§ 1.106, 1.115, may be filed within 30 days of the date of this public notice. These applications have been coordinated with the Department of State and other Executive Branch agencies pursuant to section 1.767(b) of the Commission's rules, 47 C.F.R. §1.767(b), and consistent with procedures established with the Department of State. See Review of Commission Consideration of Applications under the Cable Landing License Act, IB Docket No. 00-106, Report and Order, 16 FCC Rcd 22167, 22192-93, paras. 51-52 (2001) (Submarine Cable Landing License Report and Order); Streamlined Procedures for Executive Branch Review of Submarine Cable Landing License Requests, State Department Media Note (Revised) (rel. Dec. 20, 2001) available at http://2001-2009.state.gov/r/pa/prs/ps/2001/6951.htm. This public notice serves as each cable landing licensee's Cable Landing License, or modification thereto, pursuant to the Cable Landing License Act and sections 1.767 and 1.768 of the Commission's rules. Cable landing licensees should review carefully the terms and conditions of their licenses. Failure to comply with these terms and conditions or relevant Commission rules and policies could result in fines or forfeitures. Page 1 of 4

SCL-T/C-20180731-00020 E Telxius Cable USA, Inc. Transfer of Control Grant of Authority Date of Action: 08/15/2018 Current Licensee: Telxius Cable USA, Inc. FROM: KKR & Co. L.P. TO: KKR & Co. Inc. Notification filed July 31, 2018, of the pro forma transfer of control of certain negative control rights over Telxius Cable USA, Inc. (Telxius USA), from KKR & Co. L.P. to KKR & Co., Inc., effective July 1, 2018. Telxius USA is a joint license on the following cable landing licenses: (1) SCL-LIC-20160525-00012 (Marea); (2) SCL-LIC-20160330-00011 (BRUSA); (3) SCL-LIC-20130122-00001 (PCCS); and (4) SCL-LIC-20000204-00003, SCL-MOD-20061207-00012, and SCL-MOD-20180625-00016 (SAm-1). KKR Management LLC (KKR Management) made changes to the structure though which it holds negative control of Telxius Telecom S.A.U., the indirect 100% parent of Telxius USA. First, on July 1, 2018, KKR & Co. L.P. was converted to KKR & Co., Inc., a publicly traded Delaware corporation. In addition, two entities - KKR Group Holdings L.P. and KKR Group Limited, both organized in the Cayman Islands - were removed from the ownership chain and replaced by KKR Group Holdings Corp., a Delaware corporation and a wholly owned subsidiary of KKR & Co. Inc. Second, on July 16, 2018, KKR Financial Holdings LLC, a Delaware limited liability company and a wholly-owned subsidiary of KKR Fund Holdings L.P., was inserted into the KKR ownership chain and acquired a 50-percent voting interest in KKR Infrastructure II Limited. KKR Fund Holdings L.P. retained a 50- percent voting interest in KKR Infrastructure II Limited. The relative percentage economic interests held by KKR Fund Holdings L.P. and KKR Financial Holdings LLC in KKR Infrastructure II Limited are not fixed, but will vary based on the investment returns allocable to KKR Associates Infrastructure II, L.P. as the general partner of KKR Global Infrastructure Investors II L.P. KKR Management was the General Partner of KKR & Co. L.P. and is the General Partner of KKR & Co. Inc. and continues to hold negative control of Telxius USA. SCL-T/C-20180731-00021 E Telxius Cable Puerto Rico, Inc. Transfer of Control Grant of Authority Date of Action: 08/15/2018 Current Licensee: Telxius Cable Puerto Rico, Inc. FROM: KKR & Co. L.P. TO: KKR & Co. Inc. Notification filed July 31, 2018, of the pro forma transfer of control of certain negative control rights over Telxius Cable Puerto Rico, Inc. (Telxius Puerto Rico), from KKR & Co. L.P. to KKR & Co., Inc., effective July 1, 2018. Telxius Puerto Rico is a joint license on the following cable landing licenses: (1) SCL-LIC-20160330-00011 (BRUSA); (2) SCL-LIC-20130122-00001 (PCCS); and (3) SCL-LIC-20000204-00003, SCL-MOD-20061207-00012, and SCL-MOD-20180625-00016 (SAm-1). KKR Management LLC (KKR Management) made changes to the structure though which it holds negative control of Telxius Telecom S.A.U., the indirect 100% parent of Telxius Puerto Rico. First, on July 1, 2018, KKR & Co. L.P. was converted to KKR & Co., Inc., a publicly traded Delaware corporation. In addition, two entities - KKR Group Holdings L.P. and KKR Group Limited, both organized in the Cayman Islands - were removed from the ownership chain and replaced by KKR Group Holdings Corp., a Delaware corporation and a wholly owned subsidiary of KKR & Co. Inc. Second, on July 16, 2018, KKR Financial Holdings LLC, a Delaware limited liability company and a wholly-owned subsidiary of KKR Fund Holdings L.P., was inserted into the KKR ownership chain and acquired a 50-percent voting interest in KKR Infrastructure II Limited. KKR Fund Holdings L.P. retained a 50- percent voting interest in KKR Infrastructure II Limited. The relative percentage economic interests held by KKR Fund Holdings L.P. and KKR Financial Holdings LLC in KKR Infrastructure II Limited are not fixed, but will vary based on the investment returns allocable to KKR Associates Infrastructure II, L.P. as the general partner of KKR Global Infrastructure Investors II L.P. KKR Management was the General Partner of KKR & Co. L.P. and is the General Partner of KKR & Co. Inc. and continues to hold negative control of Telxius Puerto Rico. Page 2 of 4

SCL-T/C-20180731-00022 E Telxius Cable America, S.A. Transfer of Control Grant of Authority Date of Action: 08/15/2018 Current Licensee: Telxius Cable America, S.A. FROM: KKR & Co. L.P. TO: KKR & Co. Inc. Notification filed July 31, 2018, of the pro forma transfer of control of certain negative control rights over Telxius Cable America, S.A. (Telxius America), from KKR & Co. L.P. to KKR & Co., Inc., effective July 1, 2018. Telxius America is a joint license on the following cable landing licenses: (1) SCL-LIC-20160525-00012 (Marea); (2) SCL-LIC-20160330-00011 (BRUSA); and (3) SCL-LIC-20130122-00001 (PCCS). KKR Management LLC (KKR Management) made changes to the structure though which it holds negative control of Telxius Telecom S.A.U., the direct 100% parent of Telxius America. First, on July 1, 2018, KKR & Co. L.P. was converted to KKR & Co., Inc., a publicly traded Delaware corporation. In addition, two entities - KKR Group Holdings L.P. and KKR Group Limited, both organized in the Cayman Islands - were removed from the ownership chain and replaced by KKR Group Holdings Corp., a Delaware corporation and a wholly owned subsidiary of KKR & Co. Inc. Second, on July 16, 2018, KKR Financial Holdings LLC, a Delaware limited liability company and a wholly-owned subsidiary of KKR Fund Holdings L.P., was inserted into the KKR ownership chain and acquired a 50-percent voting interest in KKR Infrastructure II Limited. KKR Fund Holdings L.P. retained a 50- percent voting interest in KKR Infrastructure II Limited. The relative percentage economic interests held by KKR Fund Holdings L.P. and KKR Financial Holdings LLC in KKR Infrastructure II Limited are not fixed, but will vary based on the investment returns allocable to KKR Associates Infrastructure II, L.P. as the general partner of KKR Global Infrastructure Investors II L.P. KKR Management was the General Partner of KKR & Co. L.P. and is the General Partner of KKR & Co. Inc. and continues to hold negative control of Telxius America. SCL-T/C-20180731-00023 E Telxius Cable Colombia, S.A. Transfer of Control Grant of Authority Date of Action: 08/15/2018 Current Licensee: Telxius Cable Colombia, S.A. FROM: KKR & Co. L.P. TO: KKR & Co. Inc. Notification filed July 31, 2018, of the pro forma transfer of control of certain negative control rights over Telxius Cable Colombia, S.A. (Telxius Colombia), from KKR & Co. L.P. to KKR & Co., Inc., effective July 1, 2018. Telxius Colombia is a joint license on the cable landing licenses for PCCS, SCL-LIC-20130122-00001. KKR Management LLC (KKR Management) made changes to the structure though which it holds negative control of Telxius Telecom S.A.U., the indirect 100% parent of Telxius Colombia. First, on July 1, 2018, KKR & Co. L.P. was converted to KKR & Co., Inc., a publicly traded Delaware corporation. In addition, two entities - KKR Group Holdings L.P. and KKR Group Limited, both organized in the Cayman Islands - were removed from the ownership chain and replaced by KKR Group Holdings Corp., a Delaware corporation and a wholly owned subsidiary of KKR & Co. Inc. Second, on July 16, 2018, KKR Financial Holdings LLC, a Delaware limited liability company and a wholly-owned subsidiary of KKR Fund Holdings L.P., was inserted into the KKR ownership chain and acquired a 50-percent voting interest in KKR Infrastructure II Limited. KKR Fund Holdings L.P. retained a 50- percent voting interest in KKR Infrastructure II Limited. The relative percentage economic interests held by KKR Fund Holdings L.P. and KKR Financial Holdings LLC in KKR Infrastructure II Limited are not fixed, but will vary based on the investment returns allocable to KKR Associates Infrastructure II, L.P. as the general partner of KKR Global Infrastructure Investors II L.P. KKR Management was the General Partner of KKR & Co. L.P. and is the General Partner of KKR & Co. Inc. and continues to hold negative control of Telxius Colombia. SCL-T/C-20180801-00024 E Telxius Cable USA, Inc. Transfer of Control Grant of Authority Date of Action: 08/15/2018 Current Licensee: Telxius Cable USA, Inc. FROM: Telefonica, S.A. TO: Pontel Participaciones, S.L. Notification filed August 1, 2018, of the pro forma transfer of control of Telxius Cable USA, Inc. (Telxius USA), from Telefonica, S.A. (Telefonica) to Pontel Participaciones, S.L. (Pontel), effective July 27, 2018. Telxius USA is a joint license on the following cable landing licenses: (1) SCL-LIC-20160525-00012 (Marea); (2) SCL-LIC-20160330-00011 (BRUSA); (3) SCL-LIC-20130122-00001 (PCCS); and (4) SCL-LIC-20000204-00003, SCL-MOD-20061207-00012, and SCL-MOD-20180625-00016 (SAm-1). Prior to the transaction, Telefonica, a publicly traded Spanish company, held a 60% and controlling interest in Telxius Telecom, S.A.U. (Telxius Parent), a Spanish entity and the indirect 100% parent of Telxius USA, a Florida corporation. In a corporate reorganization Telefonica transferred its 60% voting and equity interest in Telxius Parent to Pontel, a holding company organized in Spain. Telefonica holds an 83.5% voting and equity interest in Pontel. Telefonica continues to hold a controlling interest in Telxius Parent and Telxius USA. Page 3 of 4

SCL-T/C-20180801-00025 E Telxius Cable Puerto Rico, Inc. Transfer of Control Grant of Authority Date of Action: 08/15/2018 Current Licensee: Telxius Cable Puerto Rico, Inc. FROM: Telefonica, S.A. TO: Pontel Participaciones, S.L. Notification filed August 1, 2018, of the pro forma transfer of control of Telxius Cable Puerto Rico, Inc. (Telxius Puerto Rico), from Telefonica, S.A. (Telefonica) to Pontel Participaciones, S.L. (Pontel), effective July 27, 2018. Telxius Puerto Rico is a joint license on the following cable landing licenses: (1) SCL-LIC-20160330-00011 (BRUSA); (2) SCL-LIC-20130122-00001 (PCCS); and (3) SCL-LIC-20000204-00003, SCL-MOD-20061207-00012, and SCL-MOD-20180625-00016 (SAm-1). Prior to the transaction, Telefonica, a publicly traded Spanish company, held a 60% and controlling interest in Telxius Telecom, S.A.U. (Telxius Parent), a Spanish entity and the indirect 100% parent of Telxius Puerto Rico, a Puerto Rican corporation. In a corporate reorganization Telefonica transferred its 60% voting and equity interest in Telxius Parent to Pontel, a holding company organized in Spain. Telefonica holds an 83.5% voting and equity interest in Pontel. Telefonica continues to hold a controlling interest in Telxius Parent and Telxius Puerto Rico. SCL-T/C-20180801-00026 E Telxius Cable America, S.A. Transfer of Control Grant of Authority Date of Action: 08/15/2018 Current Licensee: Telxius Cable America, S.A. FROM: Telefonica, S.A. TO: Pontel Participaciones, S.L. Notification filed August 1, 2018, of the pro forma transfer of control of Telxius Cable America, S.A. (Telxius America), from Telefonica, S.A. (Telefonica) to Pontel Participaciones, S.L. (Pontel), effective July 27, 2018. Telxius America is a joint license on the following cable landing licenses: (1) SCL-LIC-20160525-00012 (Marea); (2) SCL-LIC-20160330-00011 (BRUSA); and (3) SCL-LIC-20130122-00001 (PCCS). Prior to the transaction, Telefonica, a publicly traded Spanish company, held a 60% and controlling interest in Telxius Telecom, S.A.U. (Telxius Parent), a Spanish entity and the direct 100% parent of Telxius America, a Uruguay entity. In a corporate reorganization Telefonica transferred its 60% voting and equity interest in Telxius Parent to Pontel, a holding company organized in Spain. Telefonica holds an 83.5% voting and equity interest in Pontel. Telefonica continues to hold a controlling interest in Telxius Parent and Telxius America. SCL-T/C-20180801-00027 E Telxius Cable Colombia, S.A. Transfer of Control Grant of Authority Date of Action: 08/15/2018 Current Licensee: Telxius Cable Colombia, S.A. FROM: Telefonica, S.A. TO: Pontel Participaciones, S.L. Notification filed August 1, 2018, of the pro forma transfer of control of Telxius Cable Colombia, S.A. (Telxius Colombia), from Telefonica, S.A. (Telefonica) to Pontel Participaciones, S.L. (Pontel), effective July 27, 2018. Telxius Colombia is a joint license on the cable landing licenses for PCCS, SCL-LIC-20130122-00001. Prior to the transaction, Telefonica, a publicly traded Spanish company, held a 60% and controlling interest in Telxius Telecom, S.A.U. (Telxius Parent), a Spanish entity and the indirect 100% parent of Telxius Colombia, a Colombia entity. In a corporate reorganization Telefonica transferred its 60% voting and equity interest in Telxius Parent to Pontel, a holding company organized in Spain. Telefonica holds an 83.5% voting and equity interest in Pontel. Telefonica continues to hold a controlling interest in Telxius Parent and Telxius Colombia. Page 4 of 4


Document Created: 2018-08-15 15:37:48
Document Modified: 2018-08-15 15:37:48
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