Attachment MFS cable pro forma

This document pretains to SCL-ASG-20190128-00001 for Assignment on a Submarine Cable Landing filing.

IBFS_SCLASG2019012800001_1611868

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554 In the Matter of ) ) MFS CableCo U.S., Inc., Assignor ) (FRN: 0007203250) ) File No. SCL- ) and ) ) MFS Globenet, Inc., Assignee ) (FRN: 0007074818) ) ) Notification of Pro Forma Assignment of Cable ) Landing Licenses ) To: Chief, International Bureau NOTIFICATION OF PRO FORMA ASSIGNMENT OF CABLE LANDING LICENSES Pursuant to an Act Relating to the Landing and Operation of Submarine Cables in the United States, 47 U.S.C. §§ 34-39, and Section 1.767 of the Commission’s rules, 47 C.F.R. § 1.767, Verizon Communications Inc. (“Verizon”), on behalf of its wholly-owned indirect subsidiaries MFS CableCo U.S., Inc. (“MFS CableCo”) and MFS Globenet, Inc. (“MFS Globenet”), notifies the Federal Communications Commission (“FCC” or “Commission”) of the pro forma assignment of MFS CableCo’s interests in the CB-1 Cable System (File No. SCL- LIC-20080603-00011) and the Gemini Bermuda System (File No. SCL-LIC-20070925-00017) to MFS Globenet as part of an internal corporate restructuring. Verizon, through its wholly- owned subsidiaries, owns the U.S. landing stations and 100 percent of the U.S. segments of these cables.

Description of Transaction and Public Interest Statement As part of an internal restructuring that occurred on December 31, 2018, MFS CableCo was merged into its immediate parent company MFS Globenet and MFS CableCo’s interests in the CB-1 Cable System and Gemini Bermuda System were assigned to MFS Globenet. The restructuring occurred on December 31, 2018.1 Charts showing the ownership of the affected licenses before and after the restructuring are attached as Exhibit 1. Prior to the restructuring, both MFS CableCo and MFS Globenet were both wholly- owned indirect subsidiaries of Verizon, and MFS CableCo was a wholly-owned direct subsidiary of MFS Globenet. Post-restructuring, MFS Globenet remains a wholly-owned indirect subsidiary of Verizon. Because the assignment did not change the ultimate control of the submarine cable interests at issue – which remain controlled by Verizon – it was pro forma in nature. 2 The Commission has stated that, in situations “where no substantial change of control will result from the transfer or assignment, grant of the application is deemed presumptively in the public interest.” 3 1 These submarine cable licenses qualify for the Commission’s post-closing notification procedures. See Review of Commission Consideration of Applications Under Cable Landing License Act, Memorandum Opinion and Order, 13 FCC Rcd. 22167, 22199, ¶ 61 (2001) (“SCL Order”). 2 In re Fed. Communications Bar Ass’n’s Petition for Forbearance from Section 310(d) of the Communications Act Regarding Non-Substantial Assignments of Wireless Licenses & Transfers of Control Involving Telecomms. Carriers, Memorandum Opinion and Order, 13 FCC Rcd 6293, 6299, ¶ 8 (1998) (“FCBA Forbearance Order”) (“corporate reorganization which involves no substantial change in the beneficial ownership of the corporation” is pro forma in nature); cf. 47 C.F.R. § 63.24(d). 3 FCBA Forbearance Order, 13 FCC Rcd at 6295, ¶ 2. See also 1998 Biennial Review – Review of International Common Carrier Regulations, Report and Order, 14 FCC Rcd 4909, ¶ 42 (1999) (finding that“[r]egulatory review of [pro forma] transactions yields no significant public interest benefits, but may delay or hinder transactions that could provide substantial financial, operational, or administrative benefits for carriers.”); SCL Order, 13 FCC Rcd at 22199, ¶ 61 (citing 47 C.F.R. § 63.24). 2

Assignor/Assignee Information in Response to Section 1.767(a)(1)-(3) All communications in connection with this notification should be directed to the following: Katharine Saunders Jennifer L. Kostyu Managing Associate General Counsel Wilkinson Barker Knauer, LLP Verizon Communications Inc. 1800 M Street, N.W., Suite 800N 1300 I Street, N.W., Suite 500E Washington, D.C. 20036 Washington, D.C. 20005 Phone: 202.783.4141 Phone: 202.515.2462 Fax: 202.783.5851 katharine.saunders@verizon.com jkostyu@wbklaw.com Verizon, MFS CableCo, and MFS Globenet are corporations formed under the laws of Delaware. Assignee Information in Response to Section 1.767(a)(8)-(9): Section 1.767(a)(8)(i) – information and certifications required in §§63.18(h) and (o) of the Commission’s rules: Section 63.18(h). MFS CableCo, the assignor, was a wholly-owned direct subsidiary of MFS Globenet, the assignee. MFS Globenet, in turn, is a wholly-owned indirect subsidiary of Verizon through a series of intermediate companies, which are identified in Exhibit 1. MFS CableCo, MFS Globenet, Verizon, and the intermediate companies are all Delaware corporations or limited liability companies. The address for the Verizon entities is One Verizon Way, Basking Ridge, NJ 07920. Verizon is a publicly traded and widely held company, and no person or entity holds a direct or indirect 10 percent or greater ownership interest in Verizon. Verizon’s principal business is the provision of communications services. Verizon and MFS Globenet do not have any interlocking directorates with a foreign carrier. Section 63.18(o). Verizon certifies that no party to this notification is subject to a denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. 3

Section 1.767(a)(8)(ii) – foreign carrier affiliates: Verizon and MFS Globenet are affiliated with the following foreign carriers: Name of the affiliated carrier: Countries in which carrier is authorized to provide telecommunications services to the public: Verizon Argentina S.R.L. Argentina Verizon Australia Pty Limited Australia Verizon Austria GmbH Austria NV Verizon Belgium Luxembourg S.A. Belgium, Luxembourg Verizon Telecomunicações do Brazil Ltda Brazil Verizon Bulgaria EOOD Bulgaria Verizon Canada Ltd. Canada Verizon Chile S.A. Chile Verizon Colombia S.A. Colombia Verizon Costa Rica S.R.L. Costa Rica Verizon Croatia Limited Croatia Verizon Czech s.r.o. Czech Republic Verizon Denmark A/S Denmark Verizon Finland Oy Finland Verizon France SAS France Verizon Deutchland GmbH Germany Verizon Hellas Telecommunications Single Greece Member LLC Verizon Communications Guatemala Limitada Guatemala Verizon Hong Kong Limited Hong Kong Verizon Hungary Telecommunications LLC Hungary Verizon India Communications Private Limited India Verizon Ireland Limited Ireland Verizon Italia S.p.A. Italy Verizon Japan Limited Japan Verizon Korea Limited Korea Verizon Servicios Empresariales Mexico, S de R.L. Mexico de C.V. Verizon Nederland BV Netherlands Verizon New Zealand Limited New Zealand Verizon Norway AS Norway Verizon Panama S.A. Panama Verizon Peru SRL Peru Verizon Polska Sp. Z.o.o Poland Verizon Portugal Sociedade Unipessoal, LDA Portugal Verizon Romania SRL Romania Verizon Rus LLC Russia Verizon Communications Singapore Pte. Ltd. Singapore Verizon Communications Slovakia s.r.o Slovakia Verizon South Africa (Pty) Limited South Africa 4

Name of the affiliated carrier: Countries in which carrier is authorized to provide telecommunications services to the public: Verizon Spain S.L. Spain Verizon Sweden AB Sweden Verizon Switzerland AG Switzerland Verizon Taiwan Co. Limited Taiwan (Chinese Taipei) Verizon UK Limited United Kingdom Verizon Venezuela, S.A. Venezuela Section 1.767(a)(8)(iii) – destination markets: The Verizon foreign affiliates identified above provide service to the countries listed above. Verizon, through this notification, is not seeking to land or operate a new submarine cable that connects the United States to a foreign country. Section 1.767(a)(8)(iv) – WTO status and market power: All of the above-listed countries are WTO member countries. The Commission has not found that any of Verizon’s foreign carrier affiliates possess market power. These foreign carriers lack 50 percent market share in the international transport and the local access markets in the destination markets where they provide services. None of these foreign carriers is listed on the Commission’s List of Foreign Telecommunications Carriers that Are Presumed to Possess Market Power in Foreign Telecommunications Markets. Section 1.767(a)(9) – certification regarding routine conditions: Verizon certifies that it and MFS Globenet will accept and will abide by the routine conditions specified at Section 1.767(g) of the Commission’s rules. Pro Forma Certification Verizon certifies that the assignment of MFS CableCo’s interests in the CB-1 Cable System and the Gemini Bermuda System to MFS Globenet was pro forma and, together with all 5

previous pro forma transactions, did not result in a change in the actual controlling party of the relevant interests (which continue to be controlled by Verizon). The undersigned certifies that all statements made in this notification and in the exhibits, attachments, or documents incorporated by reference are material, are part of this notification, are made in good faith, and based on reasonable investigation and belief, are true, complete, and correct. Respectfully submitted, /s/ Gregory M. Romano Gregory M. Romano Vice President – Regulatory Affairs Verizon Communications Inc. 1300 I Street, N.W., Suite 500 East Washington, D.C. 20005 908-418-8933 January 28, 2019 6

EXHIBIT 1 Pre-Restructuring Ownership Verizon Communications Inc. Verizon Business Global LLC MCI Communications Corporation Verizon Business Network Services Inc. MCI International, Inc. MCI International Services, Inc. MFS Globenet, Inc. All ownership interests are 100% MFS CableCo U.S., Inc.

Post-Restructuring Ownership Verizon Communications Inc. Verizon Business Global LLC MCI Communications Corporation Verizon Business Network Services Inc. MCI International, Inc. MCI International Services, Inc. MFS Globenet, Inc. All ownership interests are 100% 2


Document Created: 2019-01-28 11:20:09
Document Modified: 2019-01-28 11:20:09
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