Public Notice TEL01929NS

Accepted for Filing Non-Streamlined Public Notice

International Telecommunications

2018-10-15

FCC.report > IB > Public Notices > TEL01929NS

Filings Included

File NumberService
ISP-PDR-20180824-00003International Telecommunications
ITC-T/C-20180824-00165International Telecommunications
IBFS_PN_1553504

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. TEL-01929NS Monday October 15, 2018 Non Streamlined International Applications/Petitions Accepted For Filing Section 214 Applications (47 C.F.R. §§ 63.18, 63.24); Section 310(b) Petitions (47 C.F.R. § 1.5000) 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. These applications are not subject to the streamlined processing procedures set forth in Section 63.12 of the Commission’s rules, 47 C.F.R. § 63.12. These applications shall not be deemed granted until the Commission affirmatively acts upon the application, either by public notice or by written order. Operation for which authorization is sought may not commence except in accordance with any terms or conditions imposed by the Commission. Pursuant to Section 1.1910(b)(2) of the rules, action will be withheld on any application by any entity found to be delinquent in its debts to the Commission. Applicants should check the Red Light Display System's website at www.fcc.gov/redlight to determine if they are delinquent in a debt to the Commission and for information on how to pay the debt. Unless otherwise specified, interested parties may file comments with respect to these applications within 28 days of the date of this public notice. We request that such comments refer to the application file number shown below. No application listed below shall be granted by the Commission earlier than the day after the date specified in this public notice for the filing of comments. Unless otherwise specified, 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. 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 4

ISP-PDR-20180824-00003 E Tampnet Inc. Petition for Declaratory Ruling Colombo Topco Limited (Colombo) has filed a petition for declaratory ruling (Petition) pursuant to section 310(b)(4) of the Communications Act of 1934, as amended (the "Act"), 47 U.S.C. § 310(b)(4), and section 1.5000(a)(1) of the Commission's rules, 47 CFR § 1.5000(a)(1), that it would not serve the public interest to prohibit foreign ownership of Tampnet Inc. (Tampnet), the controlling U.S. parent of Tampnet USA LLC (Tampnet USA) and Tampnet Licensee, LLC (Tampnet Licensee), up to and including 100% of Tampnet's equity and voting interests. Petitioner filed its request in connection with applications to transfer control of Tampnet and its wholly-owned subsidiaries, Tampnet USA and Tampnet Licensee, which hold common carrier satellite earth station licenses, and common carrier wireless licenses and leases, from Brent Infrastructure I B.V. (Brent) to Colombo Topco Limited (Colombo). Colombo is organized in the United Kingdom and is ultimately and indirectly controlled by 3i Group plc (3i Group). See WC Docket No. 18-255; ULS File Nos. 0008305302, 0008308784, 0008309647, and 0008314644; IBFS File Nos. ITC-T/C-20180824-00165, SES-T/C-20180824-02273, -02276, -02277, and -02278. According to the Petition, Tampnet and its above-named subsidiaries are organized in Delaware. Tampnet operates a high-speed 4G LTE wireless broadband network and a deep-water fiber broadband network in the Gulf of Mexico and adjacent coastal areas along the Gulf Coast. It provides competitive telecommunications services to the oil and gas industry and other entities in the maritime industry, and to customers of mobile telecommunications providers in the Gulf service area through roaming agreements with those providers. Tampnet is a direct, wholly-owned subsidiary of Tampnet AS, a Norwegian limited liability company that provides low-latency, high capacity communication services to offshore installations in the North Sea adjacent to Denmark, Norway and the United Kingdom. Petitioner states that, following consummation of the proposed transaction, 3i Infrastructure plc (3i Infrastructure) and Arbejdsmarkedets Tillaegspension (ATP) each are expected to hold a direct 38.5-40% voting interest and a 42.5-45% equity interest in Colombo. 3i Infrastructure is a public limited company organized under the laws of Jersey (Channel Islands) with shares that are publicly listed on the London Stock Exchange. ATP is a self-governing, mandatory pension scheme in Denmark established in 1964 under the Danish Act on Labour Market Supplementary Pension scheme. ATP is managed by a Board of Representatives. Board members are appointed by organizations that represent Danish employers and employees and are approved by the Danish Ministry of Labour. The remaining approximately 20-25% voting and 10-15% equity interest in Colombo will be issued to certain managers and executives of Tampnet shortly after consummation of the transaction. These interests are expected to be held through personal investment vehicles. According to the Petition, approximately 34% of 3i Infrastructure is owned by 3i Group, a U.K. public limited company with shares that are publicly listed on the London Stock Exchange. 3i Investments plc (3i Investments), a U.K. public limited company, currently is the exclusive investment advisor to 3i Infrastructure. It is intended, however, that 3i Investments will enter into separate arrangements with both 3i Infrastructure and ATP prior to consummation of the transaction pursuant to which 3i Investments will act as the sole investment manager to 3i Infrastructure and ATP with respect to their respective indirect investments in Tampnet. Petitioner states that these arrangements will give 3i Investments sole, indirect control over the day-to-day management of Tampnet. 3i Investments is a wholly owned direct and indirect subsidiary of 3i plc and 3i Holdings plc (3i Holdings), respectively, both of which are U.K. public limited companies. 3i Holdings is a direct, wholly-owned subsidiary of 3i Group. Through its direct 34% voting interest in 3i Infrastructure and its indirect control of 3i Investments, 3i Group will exercise indirect control over Colombo and, in turn, over Tampnet. All of the above-described equity and voting interests in Colombo will flow through to Tampnet through a series of foreign-organized entities that are or will be, post-transaction, 100% owned by Colombo as follows: Colombo's direct wholly-owned subsidiary, Colombo Holdco Limited (U.K.) (Colombo Holdco) will wholly own Colombo Bidco Limited (U.K.) (Colombo Bidco), which will, in turn, wholly own Brent Holding AS (Norway) (Brent Holding). Brent Holding will hold, in turn, a direct 100% equity and voting interest in Brent Invest AS (Norway), which will hold, in turn, 100% of the direct equity and voting interests in Tampnet AS (Norway). Tampnet AS will hold directly100% of the equity and voting interests in Tampnet. Pursuant to section 1.5001(i) of the rules, Petitioner requests specific approval for the following foreign individuals and foreign-organized entities to hold, directly and/or indirectly, equity interests and/or voting interests of 5% or more in Tampnet, the controlling U.S. parent of Tampnet USA and Tampnet Licensee as follows: - ATP (42.5-45% equity and 38.5-40% voting interests); - 3i Infrastructure (42.5-45% equity and 38.5-40% voting interests); - 3i Group (14.4-15.3% equity and 13.1-13.6% voting interests, and a de facto controlling interest through 3i Group's direct 34% voting interest in 3i Infrastructure and indirect 100% control of 3i Investments); - 3i Investments (as sole investment manager to 3i Infrastructure and ATP with respect to their indirect investments in Tampnet, a de facto controlling interest); - 3i plc and 3i Holdings (as the direct and indirect 100% parent companies of 3i Investments, respectively, a de facto controlling interest); Colombo Topco (100% equity and voting interests); Colombo Holdco (100% equity and voting interests); Colombo Bidco (100% equity and voting interests); Brent Holding (100% equity and voting interests); Brent Invest AS (100% equity and voting interests); and Tampnet AS (100% equity and voting interests). Page 2 of 4

Pursuant to section 1.5001(k) of the rules, Petitioner also requests approval for 3i Group, 3i Investments, 3i plc, and 3i Holdings to increase their ownership interests in Tampnet beyond the percentages specified above, up to and including 100 percent. In addition, pursuant to section 1.5001(i), Petitioner requests specific approval for the following foreign individuals and foreign-organized entities to hold, indirectly, equity interests and/or voting interests in Tampnet as specified below: - Schroders plc (U.K.) (a shareholder of 3i Infrastructure, approximately 3.3%-3.5% equity and 3.0%-3.12% voting interests); - Artemis Investment Management, LLP (U.K.) (a shareholder of 3i Group, approximately 0.78%-0.83% equity and 5.4% voting interests); - Threadneedle Asset Management Ltd. (U.K.) (a shareholder of 3i Group, approximately 0.5%-0.54% equity and 3.5% voting interests); -Per Helge Svensson (Norway); - Coachit AS (Norway) - Trygve Hagevik Socc AS (Norway); - Socc AS (Norway); - Anders Tysdal AS (Norway); - Ansoma AS (Norway); - Arnt Erlink Skavdal (Norway); and - Arnin AS (Norway). Pursuant to section 1.5001(k) of the rules, Petitioner also requests approval for ATP, 3i Infrastructure, Schroders, Artemis, Threadneedle and the above-named foreign managers and executives of Tampnet (through their named individual personal investment vehicles) to increase their indirect equity and voting interests in Tampnet, at some future time, up to and including a non-controlling 49.99%. Interested parties may file comments on or before October 29, 2018, and reply comments on or before November 5, 2018. ITC-T/C-20180824-00165 E Tampnet Inc. Transfer of Control Current Licensee: Tampnet Inc. FROM: Brent Infrastructure I BV TO: Colombo Topco Limited Application filed for consent to the transfer of control of Tampnet Inc. (Tampnet), which holds international section 214 authorization ITC-214-20150901-00218, from Brent Infrastructure I B.V. (Brent) to Colombo Topco Limited (Colombo). A wholly-owned subsidiary, Colombo Bidco Limited, will acquire from Brent all of the issued and outstanding shares of Brent's wholly-owned subsidiary, Brent Holding AS (Brent Holding). Brent Holding is the 100% direct and indirect parent of Brent Invest AS (Brent Invest) and Tampnet AS, respectively, all of which are organized in Norway. Tampnet AS, in turn, wholly owns and controls Tampnet. Colombo is ultimately and indirectly controlled by 3i Group plc (3i Group), a U.K. public limited company with shares that are listed on the London Stock Exchange. Colombo and its wholly-owned direct and indirect subsidiaries, Colombo Holdco Limited (Colombo Holdco) and Colombo Bidco Limited (Colombo Bidco), respectively, are limited companies that are organized in the United Kingdom and that were formed for the purpose of this transaction. Following consummation of the proposed transaction, 3i Infrastructure plc (3i Infrastructure) and Arbejdsmarkedets Tillaegspension (ATP) each are expected to hold a direct 38.5-40% voting interest and a 42.5-45% equity interest in Colombo. 3i Infrastructure is a public limited company organized under the laws of Jersey (Channel Islands) with shares that are publicly listed on the London Stock Exchange. ATP is a self-governing, mandatory pension scheme in Denmark established in 1964 under the Danish Act on Labour Market Supplementary Pension. ATP is managed by a Board of Representatives. Board members are appointed by organizations that represent Danish employers and employees and are approved by the Danish Ministry of Labour. The remaining approximately 20-25% voting and 10-15% equity interest in Colombo will be issued to certain managers and executives of Tampnet shortly after consummation of the transaction. These interests are expected to be held through personal investment vehicles. Approximately 34% of 3i Infrastructure is owned by 3i Group. 3i Investments plc (3i Investments), a U.K. public limited company, currently is the exclusive investment advisor to 3i Infrastructure. It is intended, however, that 3i Investments will enter into separate arrangements with both 3i Infrastructure and ATP prior to consummation of the transaction pursuant to which 3i Investments will act as the sole investment manager to 3i Infrastructure and ATP with respect to their respective indirect investments in Tampnet. Petitioner states that these arrangements will give 3i Investments sole, indirect control over the day-to-day management of Tampnet. 3i Investments is a wholly owned direct and indirect subsidiary of 3i plc and 3i Holdings plc (3i Holdings), respectively, both of which are U.K. public limited companies. 3i Holdings is a direct, wholly-owned subsidiary of 3i Group. Through its direct 34% voting interest in 3i Infrastructure and its indirect control of 3i Investments, 3i Group will exercise indirect control over Colombo and, in turn, over Tampnet. Interested parties may file comments on or before October 29, 2018, and reply comments on or before November 5, 2018. Page 3 of 4

REMINDER: 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 47 C.F.R. §§ 1.2001–.2003. Page 4 of 4


Document Created: 2019-02-05 09:13:18
Document Modified: 2019-02-05 09:13:18
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