Attachment Waybill Blue Ivory P

This document pretains to SCL-T/C-20090225-00003 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2009022500003_697403

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 N/ N/ N/ N N/ NN NNN NNN NNN N In the Matter of Waybill Management Group, LLC Transferor, and File No. SCL—T/C—2009— Blue Ivory, LLC}, Transferee, Joint Application for Authority Under the Cable Landing License Act and Section 1.767 of the Commission‘s Rules to Transfer Control of Cable Landing License Holder Paniolo Cable Company, LLC APPLICATION FOR TRANSFER OF CONTROL 1. INTRODUCTION Waybill Management Group, LLC ("Transferor" or "Waybill") and Blue Ivory, LLC ("Transferee" or "Blue Ivory") (together, the "Applicants"), through the undersigned counsel and pursuant to the Cable Landing License Act‘ and Section 1.767 of the Commission‘s Rules," hereby request authority to transfer control of the cable landing license held by Paniolo Cable Company, LLC (the "Licensee" or "Paniolo") (FRN: 0016137721)° from Waybill to Blue Ivory. I 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). 2 47 C.E.R. § 1.767. 3 File No. SCL—LIC—20070223—00003. See DA No. 07—3293, Public Notice, Rep. No. SCL—00034 (rel. Jul. 18, 2007) (granting authorization to land and operate a non—common carrier fiber—optic submarine cable system extending among the Hawaiian islands of Kauai, Oahu, Molokai, Maui, and Hawaii).

A. Summary of the Transaction On March 31, 2008, Waybill assigned its 96% membership interest in the Licensee to Blue Ivory, a Wyoming limited liability company. Prior to the assignment, Blue Ivory held a 4% membership interest in the Licensee. As a result of the assignment of Waybill‘s membership interest, Blue Ivory acquired control of the Licensee (the "Transfer of Control")." The sole managing member of Blue Ivory is Blue Ivory Hawaii Corp., a Hawaiian corporation. The ownership interests in Blue Ivory Hawaii Corp. are held in equal share by three private trusts: (i) the Adrianne H.R. Hee Irrevocable Trust, (ii) the Breanne E. R. Hee Irrevocable Trust and (iii) the Charlton E.R. Hee Irrevocable Trust (each, a "Trust," and collectively, the "Trusts"). Each Trust holds the shares of Blue Ivory Hawaii Corp. for the benefit of the named beneficiary." The trustee of each of the Trusts is Janeen—Ann A. Olds, a U.S. citizen.° Ultimate control of the cable landing license held by the Licensee is therefore held by Ms. Olds, as trustee of the Trusts. B. Request for Streamlined Processing of this Application Pursuant to Section 1.767(j) of the Commission‘s rules," the Applicants request streamlined processing of this Application. Each Applicant certifies that it is not, and is not affiliated with, a foreign carrier, including an entity that owns or controls a foreign cable landing 4 The Applicants have separated filed, concurrently with the filing of this Application, a request for Special Temporary Authority for the Transfer of Control. 5 Each Trust was formed under the laws of the State of Hawaii. Each Trust is independent of the other trusts, although all of the Trusts have the same grantor and the same trustee. 6 Ms. Olds is a licensed attorney with over 20 years experience representing individuals and entities in corporate, regulatory and trust matters. 7 47 CF.R. § 1.767(j).

station in any of the cable‘s destination markets." This Application is therefore eligible for streamlined processing pursuant to Section 1.767(k) of the Commission‘s rules." II. INFORMATION REQUIRED BU SECTION 1.767 OF THE COMMISSION‘S RULES Pursuant to Section 1.767(a)(11) of the Commission‘s Rules, ‘°Applicants submit the following information in support of this Application: 1.767(a)(1) Name, Address and Telephone Number of the Applicant: Transferor: Waybill Management Group, LLC FRN: 0018511329 4582 S. Ulster Street, Suite 1600 Denver, CO 80236 (303) 298—1490 Transferee: Blue Ivory, LLC FRN: 0018468710 999 Bishop Street, Suite 2600 Honolulu, HI 96813 (808) 540—5756 1.767(a)(2) Jurisdiction of Formation: Transferor: Waybill is a Delaware limited liability company. Transferee: Blue Ivory is a Wyoming limited liability company. 1.767(a)(3) Contact Persons: Correspondence concerning this Application should be sent to: s The subject submarine cable system is a wholly intra—Hawaiian island system that has no landing point in any foreign country. ° 47 C.F.R. § 1.767(k). 10 Id. §1.767(a)(11).

Frederick M. Joyce Grace R. Chiu Venable LLP 575 7" Street, N.W. Washington, D.C. 20004 Tel: (202) 344—4000 Fax: (202) 344—8300 Email: RJoyce@Venable.com GRChiu@Venable.com with a copy to: John C. Dodge Davis Wright Tremaine, LLP 1919 Pennsylvania Avenue, N.W. Suite 200 Washington, D.C. 20006 Tel: (202) 659—9750 Email: johndodge@dwt.com and: Parker Brophy Waybill Management Group, LLC 4582 S. Ulster Street, Suite 1600 Denver, CO 80236 1.767(a)(4)—(a)(5) Not applicable. The architecture and capacity of the Paniolo Fiber Optic Cable ("PFOC") are a matter of public record‘‘ and did not change as a result of the Transfer of Control. 1.767(a)(6) Not applicable. This Application does not seek to change the regulatory classification of the PFOC system. 18 See File No. SCL—LIC—20070223—00003. —4_

1.767(a)(7) List of the Proposed Owners of the Cable System. The ownership structure the PFOC system following the Transfer of Control is detailed in the Applicants‘ response to Section 1.767(a)(8), below. Table 1, below, details the voting and ownership interest being transferred on a segment—specific basis and a U.S. cable landing station— specific basis. Table The Paniolo Fiber—Optic Cable System Voting Ownership Interest Cable Segment Interest Connection Path or Landing Points 100% Kekaha, Kauai to 100% 1. Akialoa Road, Kekaha, Kauai Makaha, Oahu 100% 2. Kili Drive, Makaha, Oahu 100% Hawaii Kai, Oahu 100% 3. Sandy Beach Park, Hawaii Kai, to Kaunakakai, Oahu Molokai 100% 4. Onealii Homesteads, Kaunakakai, Molokai 100% Kaunakakai, 100% 5. Wahikuli, Lahaina, Maui Molokai to Lahaina, Maui 100% Makena, Maui to 100% 6. Poolenalena Park, Makena, Kawaihae, Hawaii Maui 100% 7. Kaewa Place, Kawaihae, Hawaii 1.767(a)(8) Certification and Ownership Information Required by Sections 63.18(h)—(k), (0) of the Commission‘s rules: Each Applicant certifies that it is not, and is not affiliated with, a foreign carrier, including an entity that owns or controls a foreign cable landing station in any of the cable‘s destination markets. 63.18(h): The Transfer of Control resulted in the following ownership structure of the Licensee: The following entity holds a ten percent (10%) or greater membership (equity) interest in the Licensee: Entity Name: BlueIvory, LLC Address: 999 Bishop Street, Suite 2600 Honolulu, HI 96813 Citizenship: U.S. Principal Business: General investment Percent Equity: 100%

The following entity holds a ten percent (10%) or greater membership (equity) interest in Blue Ivory, LLC: Entity Name: Blue Ivory Hawaii Corp. Address: 999 Bishop Street, Suite 2600 Honolulu, HI 96813 Citizenship: U.S. Principal Business: General investment Percent Equity: 100% The following entities each hold a ten percent (10%) or greater equity interest in Blue Ivory Hawaii Corp.: Entity Name: The Adrianne HR. Hee Irrevocable Trust Address: Attn: Janeen—Ann A. Olds (Trustee) 999 Bishop Street, Suite 2600 Honolulu, Hawaii 96813 Citizenship: U.S, Principal Business: Private trust Percent Equity: 33% Entity Name: The Breanne E. R. Hee Irrevocable Trust Address: Attn: Janeen—Ann A. Olds (Trustee) 999 Bishop Street, Suite 2600 Honolulu, HI 96813 Citizenship: U.S. Principal Business: Private trust Percent Equity: 33% Entity Name: The Charlton E.R. Hee Irrevocable Trust Address: Attn: Janeen—Ann A. Olds (Trustee) 999 Bishop Street, Suite 2600 Honolulu, HI 96813 Citizenship: U.S. Principal Business: Private trust Percent Equity: 33% No other person or entity, directly or indirectly, holds a ten percent (10%) or greater equity interest in the Transferee.

The following person, in her capacity as trustee of the Trusts, holds a ten percent (10%) or greater voting interest in Blue Ivory Hawaii Corp.: Name: Janeen—Ann A. Olds Address: 999 Bishop Street, Suite 2600 Honolulu, HIL 96813 Citizenship: U.S. Principal Business: Attorney Percent Equity: 0% Percent Voting: 100% In addition to the equity and voting interests identified above, the following persons or entities have indirect control of the Licensee by means of management authority: a Blue Ivory has sole management authority over the Licensee (except in limited circumstances involving the institution of bankruptcy or insolvency proceedings by Paniolo or the dissolution of liquidation of Paniolo). = Blue Ivory Hawaii Corp. has sole management authority over Blue Ivory, including the right to appoint the manager of Blue Ivory. The sole officer and director of Blue Ivory Hawaii Corp. is Janeen—Ann A. Olds, a U.S. citizen. Pursuant to her authority to appoint the manager of Blue Ivory, LLC Ms. Olds has indirect management control over the Licensee. 63.18(h) (Interlocking directorates); There are no officers or directors of Blue Ivory that are officers and directors of foreign carriers. 63.18(i): Each Applicant certifies that it is not, and is not affiliated with, a foreign carrier. 63.18(J): Not applicable. 63.18(k): Not applicable. 63.18(0): Each Applicant certifies pursuant to Sections 1.2001 through 1.2003 of the Commission‘s rules‘" that it is not subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988." 14 47 C.F.R. §§ 1.2001—1.2003). t3 21 U.S.C. § 862.

1.767(a)(9) Certification of Compliance: By the attached certification, the Transferee certifies that it accepts and will abide by the routine conditions specified in paragraph (g) of Section 1.767 of the Commission‘s rules." 1.767(a)(10) Not applicable. 1.767(a)(11) Information Required of Transfer of Control Applicants: Pursuant to authorization granted in File No. SCL—LIC—20070223—00003, Paniolo holds a cable landing license to land and operate a non—common carrier fiber—optic submarine cable system extending among the Hawaiian islands of Kauai, Oahu, Molokai, Maui, and Hawaii. See DA No. 07—3293, Pub. Not. Rep. No. SCL—00034 (rel. Jul. 18, 2007). III. CONCLUSION For the reasons stated above, the Applicants respectfully submit that the public interest, convenience, and necessary would be furthered by a grant of this Application for approval to transfer control of Paniolo Cable Company, LLC, holder of the cable landing license identified herein, from Waybill Management Group, LLC to Blue Ivory, LLC, as set forth herein. Respectfully submitted, 7 L]f 4 John C. Dodge f Frederick M. Joyce DAVIS WRIGHT TREMAINE, LLP LG)Vace R. Chiu 1919 Pennsylvania Avenue, N. W. VENABLE LLP Suite 200 575 7"" Street, N.W. Washington, D.C. 20006 Washington, D.C. 20004 Tel: (202) 973—4205 Tel: (202) 344—4000 Fax: (202) 973—4499 Fax: (202) 344—8300 Email: johndodge@dwt.com Email: FMJoyce@Venable.com GRChiu@Venable.com Counsel to Counsel to Blue Ivory, LLC Waybill Management Group, LLC Dated: February 25, 2009 is 47 C.F.R. § 1.767(g).

CERTIFICATION OF TRANSFEREE I, Janeen—Ann A. Olds, hereby certify under penalty of perjury that I am the President of Blue Ivory Hawaii Corp., the corporate parent of Blue Ivory, LLC, the Transferee identified in the foregoing application, and that I am authorized to make this certification on behalf of the Transferee. 1 certify that the Transferee is not, and is not affiliated with, a foreign carrier in any of the subject cable‘s destination markets, and that the Transferee is not subject to a denial of federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 862. 1 further certify that the Transferee will accept and will abide by the routine conditions specified in paragraph (g) of Section 1.767 of the Commission‘s rules, 47 C.F.R. § 1.767(g). Finally, I hereby certify that the information in the foregoing application is true and accurate to the best of my knowledge. Janeén—Ann A. Olds President Blue Ivory Hawaii Corp. Dated: February __// , 2009

CERTIFICATION OF TRANSFEROR 1, Parker Brophy, hereby certify under penalty of perjury that I am authorized to make this certification on behalf of Waybill Management Group, LLC, the Transferor identified in the foregoing application. I hereby certify that the Transferor is not, and is not affiliated with, a foreign carrier in any of the Paniolo Fiber Optic Cable‘s destination markets. I further certify that the Transferor is not subject to a denial of federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C, § 862. Finally, 1 hereby certify that the information in the foregoing application is true and accurate to the best of my knowledge. ?&&;‘wa& Parker Brophy Dated: February 12. , 2009

CERTIFICATE OF SERVICE The undersigned does hereby certify that on this 25th day of February, 2009, a complete copy of the foregoing document was served upon the following: Ambassador David A. Gross Marlene Dortch U.S. Coordinator Secretary EB/CIP Federal Communications Commission U.S. Department of State 445 12th Street, S.W. 2201 C Street, N.W. Washington, D.C. 20554 Washington, D.C. 20520—5818 (via first class U.S. mail, postage prepaid) {via first class U.S. mail, postage prepaid) Kathy Smith George Li Office of Chief Counsel/NTIA International Bureau U.S. Department of Commerce Federal Communications Commission 14"" Street and Constitution Avenue, N.W. 445 12th Street, S.W. Washington, D.C. 20230 Washington, D.C. 20554 (via first class U.S. mail, postage prepaid) (via electronic mail to George.Li@fee.gov) Hillary Morgan David Krech Defense Information Systems Agency International Bureau Code RGC Federal Communications Commission 701 S. Courthouse Road 445 12th Street, S.W. Arlington, VA 22204 Washington, D.C. 20554 (via first class U.S. mail, postage prepaid) (via electronic mail to David.Krech@fee.gov) Susan O‘ Connell International Bureau Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 (via electronic mail to Susan O‘ Connell@fcee.gov) By: j % t Suzan . Hicks


Document Created: 2019-04-25 20:28:21
Document Modified: 2019-04-25 20:28:21
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