Attachment RGL Pro Forma Notifi

This document pretains to SCL-ASG-20191004-00035 for Assignment on a Submarine Cable Landing filing.

IBFS_SCLASG2019100400035_1941243

October 4, 2019 BY ELECTRONIC FILING Ms. Marlene H. Dortch Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 Re: Pro Forma Assignment of Cable Landing License for the FLAG Atlantic-1 Cable System, File Nos. SCL-LIC-19990301-0005 and SCL-MOD-20040211-00006, in Connection with Chapter 11 Filings Under the U.S. Bankruptcy Code Dear Ms. Dortch: Pursuant to 47 U.S.C. § 34, Executive Order No. 10,530, and 47 C.F.R. § 1.767(g)(7), the undersigned hereby notify the Commission of the pro forma assignment of the cable landing license held by Reliance Globalcom Limited (“RGL”) (FRN 0015754443) for the FLAG Atlantic-1 Cable System from RGL to Reliance Globalcom Limited, Debtor-in-Possession (“RGL DIP”) (FRN 0028867679) (“Assignment”) in connection with the pending bankruptcy of RGL DIP and its affiliates, and of other pro forma transactions discovered in preparation for that bankruptcy. The Commission originally licensed the FLAG Atlantic-1 system in 1999.1 In 2004, the Commission modified the FLAG Atlantic-1 cable landing license to add the pro forma condition in 47 C.F.R. § 1.767(g)(7).2 RGL and certain of RGL’s affiliates filed for bankruptcy protection under chapter 11, and concurrently therewith, filed that certain Joint Prepackaged Chapter 11 Plan of GCX Limited as Debtor and Its Debtor Affiliates in the United States Bankruptcy Court for the District of 1 FLAG Atlantic Limited, Memorandum Opinion and Order, 15 FCC Rcd. 21,359 (Int’l Bur. 1999). The system entered commercial service in June 2001. 2 Actions Taken Under Cable Landing License Act, Public Notice, 19 FCC Rcd. 20,344, 20,341 (Int’l Bur. 2004).

Ms. Marlene H. Dortch Federal Communications Commission October 4, 2019 Page 2 Delaware on September 15, 2019, 2019 (the “Plan”). During the pendency of the Chapter 11 proceeding, Mr. Michael Katzenstein, RGL DIP’s Chief Restructuring Officer, will oversee RGL DIP’s management and the operations of the FLAG Atlantic-1 cable system.3 Mr. Katzenstein has extensive experience in restructuring in the telecommunications sector and with submarine cable operators in particular. Under the Plan, on emergence from bankruptcy, certain GCX Limited creditors or other equity purchasers will own the successor entity to GCX Limited DIP, and indirectly, the successor entity to RGL DIP—rather than Reliance Communications Limited (“RCOM”) (the current ultimate parent of RGL DIP and GCX Limited DIP) and its largest shareholder, Mr. Anil Ambani. RGL DIP’s emergence from bankruptcy will be conditioned upon receipt of prior regulatory approvals and clearances, including consent for a substantive assignment of the cable landing license. RGL DIP and those certain creditors and/or other parties proposed to receive equity and voting interests in the reorganized GCX Limited DIP will file an application seeking Commission consent for that transaction in the very near future. RCOM itself (which holds a 100-percent indirect interest in RGL) is engaged in parallel insolvency proceedings in India pursuant to India’s Insolvency and Bankruptcy Code, 2016 before the Honorable National Company Law Tribunal, Mumbai Bench, Mumbai (“Tribunal”). On April 30, 2019, the National Company Law Appellate Tribunal (“Appellate Tribunal”) lifted a stay imposed by the Tribunal, which resulted in the suspension of the powers of the RCOM board of directors and the appointment of an Interim Resolution Professional (“IRP”), Mr. Pardeep Kumar Sethi.4 On June 21, 2019, the Tribunal replaced the IRP with the current Resolution Professional, Mr. Anish Nanatavy. Mr. Nanatavy now manages RCOM’s affairs, business, and assets during the pendency of the Indian insolvency proceeding. During the course of the insolvency proceeding in India to date, Mr. Ambani’s equity interest in RCOM was reduced as creditors invoked pledged shares held by Mr. Ambani, resulting in the following changes: 1. The voting-and-economic interest of ADA Enterprises and Ventures Private Limited (now Reliance Ornatus Enterprises and Ventures Private Limited) in RCOM was reduced from 12.49 percent to 3.33 percent; 3 GCX Limited appointed Mr. Katzenstein as Chief Restructuring Officer, and he serves in that same role for GCX’s subsidiaries. 4 On May 15, 2018, a third party initiated an involuntary insolvency proceeding against RCOM, which was stayed by the Tribunal until the Appellate Tribunal’s April 30, 2019 order.

Ms. Marlene H. Dortch Federal Communications Commission October 4, 2019 Page 3 2. The voting-and-economic interest of AAA Industries Private Limited (now Reliance Wind Turbine Installators Industries Private Limited) in RCOM was reduced from 12.49 percent to 0.31 percent; 3. The voting-and-economic interest of AAA Communications Private Limited (now Reliance Communications Enterprises Limited) in RCOM was reduced from 30.10 percent to 13.22 percent; 4. The direct voting-and-economic interest of Reliance Innoventures Private Limited was reduced from 0.52 percent to 0.45 percent; and 5. Mr. Ambani’s direct voting-and-economic interest in RCOM was reduced from 0.08 percent to 0.07 percent. In addition, Reliance Telecom Infrainvest Pvt Ltd (100-percent owned by Reliance Innoventures Private Limited) acquired a 3.13-percent voting-and-economic interest in RCOM. As a result of the actions described above, aggregate public shareholdings in RCOM increased from 44.13 percent to 79.20 percent, thereby diluting the aggregate voting-and- economic interest held by Mr. Anil Ambani from 55.68 percent to 20.51 percent. Mr. Ambani, however, remains RCOM’s largest shareholder and, until the powers of the RCOM board of directors were suspended by the Tribunal in the Indian insolvency proceeding, retained de facto control, exercised through his role as the promoter of RCOM (as such term is defined under the Securities and Exchange Board of India regulations 2011) and as chairman of the RCOM board of directors, pursuant to Article 93 of RCOM’s Articles of Association. The changes in shareholdings and the pro forma transaction described above are illustrated on Exhibits A and B.5 Exhibit A illustrates RGL’s ownership structure as last reported to the Commission on August 16, 2014. Exhibit B illustrates RGL’s ownership immediately after the chapter 11 filing. As Exhibits A and B show, the changes in shareholdings and the pro forma transactions described herein had no effect on RCOM’s 100-percent indirect interest in RGL. 5 As indicated on Exhibits A and B, several of RGL DIP’s affiliates also hold Commission authorizations. Each of these authorization holders—Reliance Globalcom Services, Inc., Vanco US, LLC, Vanco Solutions, Inc., and Reliance Communications, Inc.—are filing separate pro forma notifications.

Ms. Marlene H. Dortch Federal Communications Commission October 4, 2019 Page 4 RGL’s contact information is as follows: Mr. Michael Katzenstein Chief Restructuring Officer Reliance Globalcom Limited c/o FTI Consulting, Inc. Three Times Square, 9th floor New York, New York 10036 +1 212 247 1010 Correspondence concerning this filing should be sent to Mr. Katzenstein at the address listed above, with a copy to: Kent Bressie Colleen Sechrest Harris, Wiltshire & Grannis LLP 1919 M Street, N.W., Suite 800 Washington, D.C. 20036 +1 202 730 1308 csechrest@hwglaw.com As required by 47 C.F.R. § 1.767(g)(7), RGL DIP certifies in the attached certification that this assignment is pro forma in nature (as defined in 47 C.F.R. § 63.24(f)(2)(ii)) and would not, when considered together with all previous pro forma transactions, result in a change of ultimate control of RGL. Respectfully submitted, Kent Bressie Colleen Sechrest Counsel to Reliance Globalcom Limited, Debtor-in- Possession Attachments cc: Denise Coca David Krech

CERTIFICATION I, Michael Katzenstein, as Chief Restructuring Officer of GCX Limited and its subsidiaries, hereby certify as follows: 1. I have reviewed the attached pro forma assignment notification and believe that it states fully and accurately the circumstances of the pro forma assignments of the cable landing license held by Reliance Globalcom Limited (“RGL”), a direct subsidiary of GCX Limited. 2. The transactions described therein are pro forma in nature under the Commission’s rules and, together with all previous pro forma transactions, would not result in a change in the ultimate control of RGL. I certify under penalty of perjury that the foregoing is true and correct. Michael Katzenstein Chief Restructuring Officer Reliance Globalcom Limited c/o FTI Consulting, Inc. Three Times Square, 9th floor New York, New York 10036 +1 212 247 1010 Executed October [ 3 ], 2019

Exhibit A Stated interests are voting and economic Reliance Corporate Structure as July 17, 2014 FCC licensees are identified in blue; their ultimate Corporate parent, RCOM, is identified in red AAA Telecom Holdings Anil Ambani (INDIA) Kokilaben Ambani (INDIA) Private Limited (CYPRUS) 10% 67% 33% AAA 100% Business Machines Reliance Innoventures Private Ltd. (INDIA) Private Limited (INDIA) 90% 10% 100% 90% ADA Enterprises and AAA Industries Private Ventures AAA Communications Limited (INDIA) Private Limited (INDIA) Private Limited (INDIA) 12.49% 12.49% 0.08% 30.10% 0.52% 0.19% 100% Reliance 44.13% Reliance Communications Limited Public Communications (INDIA) Infrastructure Limited (INDIA) 0.004% 89.24% 10.76% 0.031% Lagerwood Investments Limited Reliance 99.665% 100% (CYPRUS) Globalcom Limited (BERMUDA) Global Cloud Xchange Limited Reliance (BERMUDA) Globalcom BV Reliance Vanco Group Limited 100% (UNITED KINGDOM) (NETHERLANDS) FLAG Telecom Group Services Limited 100% 100% (BERMUDA) VNO Direct Limited 100% (UNITED KINGDOM) GCX Limited 100% 100% Reliance Infocom, Inc. 100% (BERMUDA) (DELAWARE) YIPES Holdings, Inc. 100% Vanco Solutions, Inc. (DELAWARE, USA) 100% (DELAWARE, USA) 100% Reliance Communications, Inc. (DELAWARE) Vanco US LLC Reliance Globalcom Services Inc. (DELAWARE) (DELAWARE)

Stated interests are voting and economic Exhibit B FCC licensees are identified in blue; their ultimate Reliance Corporate Structure after September 15, 2019 Corporate parent, RCOM, is identified in red Dashed lines indicate interests preempted by insolvency proceedings AAA Telecom Holdings Anil Ambani (INDIA) Kokilaben Ambani (INDIA) Private Limited (CYPRUS) 10% 67% 33% AAA Reliance Telecom 100% 100% Business Machines Reliance Innoventures Infrainvest Pvt Ltd (formerly Private Ltd.) (INDIA) Private Limited (INDIA) Telecom Infrastructure 90% 10% Private Finance Ltd) (INDIA) Reliance Ornatus Enterprises and 100% 90% Ventures Private Limited (formerly 0.07% Reliance Communications Reliance Wind Turbine Installators ADA Enterprises and Enterprises Private Limited Industries Private Limited (formerly Ventures (formerly AAA Communications AAA Industries Private Private Limited) (INDIA) Private Limited) 0.45% 3.13% 0.18% Limited) (INDIA) (INDIA) 0.31% 3.33% 13.22% 79.20% Reliance Communications Limited 100% Reliance PUBLIC (INDIA) Communications (Anil Nanavaty, Resolution Professional) Infrastructure Limited (INDIA) 0 .004% Reliance 99.665% 10.76% 89.24% Globalcom Limited (DIP) Global Cloud Xchange Limited (BERMUDA) (BERMUDA) 100% Reliance Vanco Group Limited (DIP) (UNITED KINGDOM) 100% FLAG Telecom Group Reliance Services Limited (DIP) Globalcom BV 100% (NETHERLANDS) 100% (BERMUDA) 100% VNO Direct Limited (DIP) (UNITED KINGDOM) 100% GCX Limited (DIP) 100% (BERMUDA) 100% YIPES Holdings, Inc. 100% Vanco Solutions, Inc. (DELAWARE, USA) Reliance Infocom, Inc. (DELAWARE, USA) (DELAWARE) 100% 100% Vanco US LLC (DIP) Reliance Globalcom Services Inc. (DELAWARE) (DELAWARE) Reliance Communications, Inc. (DELAWARE)


Document Created: 2019-10-05 07:58:37
Document Modified: 2019-10-05 07:58:37
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