Attachment Level 3 Pro Forma Le

This document pretains to SCL-ASG-20091202-00037 for Assignment on a Submarine Cable Landing filing.

IBFS_SCLASG2009120200037_784689

                                                                    1200 18TH STREET, N.W., STE. 1200
                                                                    WASHINGTON, D.C. 20036-2516
                                                                    U.S.A.

                                                                    TEL +1 202 730 1337
                                                                    FAX +1 202 730 1301
                                                                    WWW.WILTSHIREGRANNIS.COM

                                                                    ATTORNEYS AT LAW

2 December 2009



BY ELECTRONIC FILING

Ms. Magalie Roman Salas
Secretary
Federal Communications Commission
445 12th Street, S.W.
Washington, D.C. 20554

       RE:     Cable Landing License for the Yellow Undersea Cable System., FCC File No.
               SCL-LIC-19990913-00019

       Pursuant to 47 C.F.R. § 1.767(g)(7), Level 3 Communications, LLC (“Level 3” FRN
0008085136) hereby notifies the FCC of a pro forma assignment of the above-referenced cable
landing license for the Yellow undersea cable system.1 This license was previously held by
Level 3 Landing Station, Inc. (“Level 3 Landing”).

        Level 3 is a wholly-owned, indirect subsidiary of Level 3 Communications, Inc. (“Level
3 Parent”). Level 3 Landing was until November 30, 2009, also a wholly-owned, indirect
subsidiary of Level 3 Parent. To simplify its ownership structure and associated regulatory
obligations, Level 3 Parent caused Level 3 Landing to merge into Level 3, with Level 3
surviving, in a transaction consummated on November 30, 2009 (the “Pro Forma Transaction”).
The cable landing license for the Yellow undersea cable system remains under the indirect
ownership and control of Level 3 Parent.

       Level 3’s contact information is as follows:

               LEVEL 3 COMMUNICATIONS, LLC
               1025 El Dorado Blvd.
               Broomfield, Colorado 80021
               +1 720 888 2416 tel

1
    See Level 3 International, Inc., Cable Landing License, 15 FCC Rcd. 842 (2000). The
    Commission later granted consent for the pro forma assignment of the cable landing license
    to Level 3 Landing. See FCC File No. SCL-ASG-20000310-00008. The Commission also
    later modified the cable landing license to permit post-transaction notifications for pro forma
    transactions. See Actions Taken Under the Cable Landing License Act, Public Notice, 17
    FCC Rcd. 12,916 (2002); FCC File No. SCL-MOD-20020415-00025.


Ms. Magalie Roman Salas
FCC File No. SCL-LIC-19990913-00019
2 December 2009
Page 2




Level 3 is a Delaware limited-liability company engaged in the business of telecommunications.
Level 3 is a wholly-owned, direct subsidiary of Level Financing, Inc. (“Level 3 Financing”), a
Delaware corporation engaged in the business of providing managed information technology
infrastructure services across a variety of platforms. Level 3 Financing is a wholly-owned, direct
subsidiary of Level 3 Parent, a Delaware corporation engaged in the business providing global
communications and information services through its operating subsidiaries. Level 3 Financing
and Level 3 Parent have the same contact information as Level 3. Level 3 Parent’s shares trade
publicly on NASDAQ under the symbol LVLT. Level 3 parent has a single 10-percent-or-
greater shareholder:

               SOUTHEASTERN ASSET MANAGEMENT, INC.
               6410 Poplar Avenue, Suite 900
               Memphis, Tennessee 38119

SAM is a Tennessee corporation engaged in the business of providing investment advisory
services. SAM owns 26.18 percent of Level 3 Parent’s shares outstanding.

        By the attached certification, Level 3 certifies that the assignment effected by the
corporate reorganization was pro forma, as defined in 47 C.F.R. § 63.24, and that taken together
with all the previous pro forma transactions, does not result in a substantive assignment or
transfer of control.

       Pursuant to Section 1.767(j), 47 C.F.R. § 1.767(j), a copy of this notification has been
served on the Executive Branch agencies, as noted in the attached certificate of service.

       Please contact me by telephone at +1 202 730 1337 or by e-mail at
kbressie@wiltshiregrannis.com should you have any questions regarding this notification.


                                             Respectfully submitted,


                                             Kent D. Bressie

                                             Counsel for Level 3 Communications, LLC

Attachments


                                      CERTIFICATION


       1 William P. Hunt, [Hl, Vice President, Public Policy, ofLevel 3 Communicatic
hereby certifyto the following

       (1)    All of the information contained in the attached notification letter is true and
              accurate to the best of my knowledge;

       @)     The assignment effected by the Pro Forma Transaction, as defined in the
              notification letter, was proforma, as defined in 47 C.FR. § 63.24, and that taken
              together with all the previous proformatransactions, does not result in a change
              in the ultimate contralofthe cable landing license for the Yellow undersea cable
              system; and

       (3)    No party to this notification is subject to a denial offederal benefits, including
              FCC benefits, pursuant to Section 5301 ofthe Anti—Drug Abuse Act of1988




2 December 2009                              William P. Hunt, [       l


                                CERTIFICATE OF SERVICE

        I, Kent D. Bressie, hereby certify that consistent with Section 1.767(j) of the
Commission’s rules, 47 C.F.R. § 1.767(j), I have served by overnight delivery on December 2,
2009, a copy of the foregoing notification of pro forma assignment of a cable landing licensee on
the following:

                      Ambassador Philip Verveer
                      U.S. Coordinator
                      Int'l Communications & Information Policy
                      Bureau of Economic and Business Affairs
                      U.S. DEPARTMENT OF STATE
                      EB/CIP: Room 4826
                      2201 C Street, N.W.
                      Washington, D.C. 20520-5818

                      Kathy Smith
                      Chief Counsel
                      U.S. DEPARTMENT OF COMMERCE/NTIA
                      14th Street and Constitution Avenue, N.W.
                      Room 4713
                      Washington, D.C. 20230

                      Hillary Morgan
                      Associate General Counsel, Regulatory
                        & International Law
                      Code RGC
                      DEFENSE INFORMATION SYSTEMS AGENCY
                      701 South Courthouse Road
                      Arlington, Virginia 22204




                                              Kent D. Bressie



Document Created: 2009-12-02 17:48:19
Document Modified: 2009-12-02 17:48:19

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