Attachment CCL TC Narrative 050

This document pretains to SCL-T/C-20090506-00009 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2009050600009_710718

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554 In the Matter of ) ) CARIBBEAN CROSSINGS LTD. ) File No. ) Application for Authority pursuant to ) Cable Landing License Act ) for transfer of control ) Transfer of Control Application Caribbean Crossings Ltd. (“Caribbean Crossings”), by its attorneys and pursuant to the Cable Landing License Act, hereby requests authority to effectuate a transfer of control in its parent corporation, Cable Bahamas Ltd. ("Cable Bahamas") from Columbus Communications Ltd. ("Columbus") to the remainder of the shareholders of Cable Bahamas, none of whom will hold a controlling equity or voting interest in Cable Bahamas. For the reasons set forth below, Caribbean Crossings respectfully submits that grant of this application will serve the public interest and should be granted on a streamlined basis.1 Background. Caribbean Crossings is a company duly organized and existing under the laws of the Commonwealth of The Bahamas, and is a wholly owned subsidiary of Cable Bahamas. Pursuant to authority granted by the Commission on June 20, 2000, Caribbean Crossings operates the Bahamas Internet Cable System (“BICS”), extending between the United States and The Bahamas. Caribbean 1 Concurrently with this submission, Trinity Communications Ltd. ("Trinity"), an affiliate of Caribbean Crossings which holders Section 214 operating authority, has filed an application for transfer of control of Cable Bahamas as it relates to Trinity's own authorization

Crossings Ltd., DA 00-1349, released June 20, 2000. By Public Notice Report No. TEL-00607, DA 02-3357, released December 5, 2002, the Commission approved the modification of Caribbean Crossings’ license to permit the construction of a second fiber optic link and a self-healing fiber ring between The Bahamas and the United States. FCC File No. SCL-MOD-20020925-00094 P. Cable Bahamas is a company duly organized and existing under the laws of the Commonwealth of The Bahamas. At present, the controlling shareholder of Cable Bahamas is Columbus, which owns a 30.2% equity interest in Cable Bahamas, and, pursuant to Section 76 of the Memorandum and Articles of Cable Bahamas, Columbus is authorized to elect three (3) of the five (5) directors of Cable Bahamas, provided that Columbus holds not less than 20% of Cable Bahamas' shares. This latter provision, which the FCC approved four years ago, effectively gives Columbus effective working control of Cable Bahamas, notwithstanding its less than 50% equity interest.2 The other current owners of Cable Bahamas owning 5% or more of its capital stock are: the National Insurance Board, an instrumentality of the Government of The Bahamas (15.4%) and the Treasurer of the Government of The Bahamas (5.1%). Cable Bahamas' capital stock is publicly traded on the Bahamas International Stock Exchange (BISX-CAB), with no other entity having a 5% or greater interest in Cable Bahamas. Pursuant to the terms of a Share Purchase Agreement by and among Cable Bahamas, Columbus and Columbus Communications Inc. ("CCI"), the indirect 2 See Public Notice, DA 05-237, released January 28, 2005. 2

parent of Columbus, Columbus has agreed to sell to Cable Bahamas, and Cable Bahamas has agreed to purchase, 100% of the shares in Cable Bahamas currently owned by Columbus. Such services will be provided "without prejudice to the responsibility of the Board of Cable Bahamas for the corporate governance of Cable Bahamas," and CCI is required to perform the services "in compliance with all applicable laws, enactments, orders, regulations, standards and other similar instruments and all applicable provisions of this Agreement and will obtain and maintain in force for the Term any and all licenses, permissions, authorizations, consents and permits needed by Columbus to perform the Services in accordance with the terms of this Agreement." The Agreement further provides that the determination and finalization of the Cable Bahamas annual operating plan shall be by Cable Bahamas alone. The term of the Management Plan is 5 years, automatically renewable for successive one year terms thereafter. Pursuant to the terms of the Share Purchase Agreement, the parties have also agreed to enter into a Management Agreement, pursuant to which CCI will provide or procure certain management, advisory, and consultancy services to Cable Bahamas, and a Reciprocal Services Agreement, pursuant to which the parties will provide to each other certain services. Section 1.767(a)(11) Information The following information is submitted, as required by Section 1.767(a)(11) of the Commission’s Rules, in support of Caribbean Crossings’ request for authorization. 3

(1) Name and Address of Applicant (Section 1.767(a)(1)): Caribbean Crossings Ltd. Robinson Road at Marathon P.O. Box CB-13050 Nassau, Bahamas Phone: (242) 356-8960 FAX: (242) 356-8985 Name and address of Transferee: Cable Bahamas Ltd. Robinson Road at Marathon P.O. Box CB-13050 Nassau, Bahamas Phone: (242) 356-8960 FAX: (242) 356-8985 Name and address of Transferor: Columbus Communications Ltd. 6 Milton Street P.O. Box F-42498 Freeport, Bahamas Phone: 242-350-8899 FAX: 242-373-1336 (2) Jurisdictions of Organization (Section 1.767(a)(2)): Caribbean Crossings is a corporation organized under the laws of the Commonwealth of The Bahamas. Cable Bahamas is a corporation organized under the laws of the Commonwealth of The Bahamas, and each of its shareholders holding a greater than 5% interest in the Company's shares is either a corporation organized under the laws of The Bahamas, or a citizen of The Bahamas. Columbus Communications Ltd. is a corporation organized under the laws of The Bahamas. (3) Correspondence concerning this application should be sent to: Anthony J. Butler President and Chief Operating Officer Cable Bahamas Ltd. Robinson Road at Marathon P.O. Box 13050 4

Phone: (242) 356-8960 FAX: (242) 356-8985 and to Brendan J. Paddick Chief Executive Officer Columbus Communications Ltd. 6 Milton Street P.O. Box F-42498 Freeport, Bahamas Phone: 242-350-8899 FAX: 242-373-1336 with copies to: Eric Fishman, Esq. Holland & Knight LLP 195 Broadway 24th Floor New York, NY Phone: (212) 513-3268 FAX: 212-385-9010 (4) Foreign Affiliations (Section 1.767(a)(8)): As a result of the proposed transaction, Caribbean Crossings will not have affiliations with foreign carriers.3 As noted above, the Bahamas Internet Cable System owned by Caribbean Crossing connects Boca Raton, Florida and Hunters, Grand Bahama, The Bahamas. In addition to its FCC submarine cable landing license, Caribbean Crossings is licensed by the Bahamas Public Utilities Commission to provide telecommunications service in The Bahamas on that network. The Bahamas has observer status in the World Trade Organization, and has recently submitted its 3 In a contemporaneously filed application, Trinity Communications Ltd., a wholly owned subsidiary of Caribbean Crossings which holds Section 214 operating authority, seeks Commission approval for the transfer of control of Columbus Communications. 5

application for membership. The dominant, provider of telecommunications service in The Bahamas is Bahamas Telecommunications Company, a Government-owned entity, and Caribbean Crossings lacks market power in The Bahamas. For further information on existing foreign affiliations, see attached certification. (5) Certification (Section 1.767(a)(9)): Caribbean Crossings hereby certifies that it accepts and will abide by the routine conditions specified in Section 1.767(g) of the Commission’s rules. (6) Other Information (Section 1.767(a)(10)): Caribbean Crossings respectfully submits that grant of the instant application will serve the public interest by permitting Caribbean Crossings to continue to address the growing needs of its customers. The proposed transfer of control will not result in any change in the policies and practices of Caribbean Crossings, or in its long-standing commitment to provide state-of-the-art, affordable service between the United States and The Bahamas. Request for Streamlined Processing Applicant seeks streamlined processing for the instant application pursuant to the Commission’s Report and Order in IB Docket No. 00-106, FCC 01-332, released December 14, 2001. Caribbean Crossings respectfully submits that it is qualified for such streamlined processing because it is not affiliated with any dominant foreign or U.S. carrier, and does not seek authority to provide basic 6

switched services over private lines to a country for which the Commission has not previously authorized the provision of switched services over private lines. Conclusion In conclusion, Caribbean Crossings Ltd. certifies that all of the information in this application is accurate and correct. For these reasons, Caribbean Crossings respectfully requests that the Commission grant this application. Respectfully submitted, CARIBBEAN CROSSINGS LTD. By: Anthony J. Butler President and Chief Operating Officer Caribbean Crossings Ltd. Robinson Road at Marathon P.O. Box CB-13050 Nassau, Bahamas Phone: (242) 356-8960 May 6, 2009 7

CERTIFICATION OF CARIBBEAN CROSSINGS LTD. I, Anthony J. Butler, hereby certify under penalty of perjury that I am the President and Chief Operating Officer of Cable Bahamas Ltd. On its behalf, I further certify that I have read the foregoing application and that the statements contained therein, and in this certification, are true and correct. Interlocking Directorates: At present, Brendan Paddick, Maxwell Parsons, Sandra Knowles, John Risley and Frank Watson – directors of Caribbean Crossings – are also directors of Cable Bahamas Ltd. which holds a license issued by the Bahamas Public Utilities Commission to provide public internet services and by the Bahamas Television Regulatory Authority to provide cable television service. Mr. Paddick is also a director of Trinity Communications Ltd., a wholly owned subsidiary of Caribbean Crossings, which holds international operating authority under Section 214 of the Communications Act, as amended. See Public Notice, Report No. TEL 00685, DA 03-2185, released July 3, 2003, File No. ITC-214- 20030515-00268 P. Mr. Paddick is also a director of: Caribbean Crossings (Dominicana) Ltd., S.A. Fibralink Jamaica Ltd. Columbus Communications Jamaica Limited Columbus Communications (Trinidad) Ltd. New World Network de Colombia Limitada New World Network Dominicana C. por A New World Network de Nicaragua y Compañia Limitada New World Network Centroamérica, S.R.L Columbus Networks Netherlands Antilles, N.V. New World Network de Venezuela, S.A. New World Network Communicaciones de Panamá, S. de R.L., and 8

Columbus Networks International (Trinidad) Ltd. Mr. Parsons is also the director of: New World Network de Colombia Limitada New World Network Dominicana C. por A New World Network de Nicaragua y Compañia Limitada New World Network de Venezuela, S.A. New World Network Communicaciones de Panamá, S. de R.L., and Columbus Networks International (Trinidad) Ltd. Messrs. Paddick, Parsons and Risley are Canadian citizens: Ms. Knowles and Mr. Watson are Bahamian citizens. Following the transactions set forth in this application, Mr. Paddick and Mr. Risley will continue to serve as directors of Cable Bahamas and its subsidiaries (Caribbean Crossings and Trinity). Foreign Affiliations: Caribbean Crossings hereby certifies that Columbus, the 30.2% shareholder of Cable Bahamas, directly or indirectly controls the following non-dominant foreign carriers: Affiliated Non-Dominant Foreign Carrier Destination Country New World Network de Colombia Limitada Colombia New World Network Dominicana C. por A Dominican Republic Caribbean Crossings (Dominicana) Ltd., S.A Dominican Republic New World Network de Nicaragua Nicaragua y Compañia Limitada New World Network Centroamérica, S.R.L El Salvador New World Network Curacao, N.V. Curacao, Netherland Antilles New World Network de Venezuela, S.A. Venezuela New World Network Communicaciones Panama de Panamá, S. de R.L. Fibralink Jamaica Ltd. Jamaica Columbus Communications Jamaica Limited Jamaica Columbus Communications (Trinidad) Ltd. Trinidad and Tobago Columbus Networks International (Trinidad) Ltd. Trinidad and Tobago 9

Caribbean Crossings further states that, as a result of the transfer of control contemplated by this filing, the aforementioned foreign affiliations will no longer exist, and Caribbean Crossings will not acquire any new foreign affiliations as a result of the transactions set forth in the instant application. Special Concessions: Caribbean Crossings certifies that it has not agreed to accept special concessions directly or indirectly from any foreign or domestic carrier with respect to any U.S. international route where the foreign or foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future. Caribbean Crossings further certifies that it does not seek to provide international telecommunications services to any destination country for which any of the provisions of Section 63.18(j) is true. Caribbean Crossings further certifies that no party to this application has been denied federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. 10

The undersigned respectfully certifies under penalty of perjury that he has read the foregoing application and that the statements contained therein, and in this certification, are true and correct. CARIBBEAN CROSSINGS LTD. By: Anthony J. Butler President and Chief Operating Officer Caribbean Crossings Ltd. Robinson Road at Marathon P.O. Box CB-13050 Nassau, Bahamas Phone: (242) 356-8960 May 6, 2009 11

CERTIFICATION OF CABLE BAHAMAS LTD. I, Anthony J. Butler, hereby certify under penalty of perjury that I am the President and Chief Operating Officer of Cable Bahamas Ltd. On its behalf, I further certify that I have read the foregoing application and that the statements contained therein, and in this certification, are true and correct. CABLE BAHAMAS LTD. By: Anthony J. Butler President and Chief Operating Officer Cable Bahamas Ltd. Robinson Road at Marathon P.O. Box CB-13050 Nassau, Bahamas Phone: (242) 356-8960 May 6, 2009 12

CERTIFICATION OF COLUMBUS COMMUNICATION LTD. I, Brendan J. Paddick, hereby certify under penalty of perjury that I am the Chief Executive Officer of Columbus Communications Ltd. On its behalf, I further certify that I have read the foregoing application and that the statements contained therein, and in this certification, are true and correct. COLUMBUS COMMUNICATIONS LTD. By: Brendan J. Paddick Chief Executive Officer 6 Milton Street P.O. Box F-42498 Freeport, Bahamas Phone: 242-350-8899 FAX: 242-373-1336 May __, 2009 # 6287365_v1 13


Document Created: 2009-05-06 11:18:07
Document Modified: 2009-05-06 11:18:07
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