Attachment GCAS SCL Pro Forma 2

This document pretains to SCL-T/C-20131202-00015 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2013120200015_1029281

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 2 December 2013 ATTORNEYS AT LAW BY ELECTRONIC FILING Ms. Marlene H. Dortch Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 RE: Notification of Pro Forma Transfer of Control of Cable Landing License, FCC File No. FCC File No. SCL-LIC-19980429-00019 Pursuant to 47 C.F.R. § 1.767(g)(7), Global Crossing Americas Solutions, Inc. (“GCAS,” FRN 0003755709), hereby notifies the Commission of a pro forma transfer of control of a joint interest in the above-referenced cable landing license for the Americas-II submarine cable system. 1 GCAS is a wholly-owned, indirect subsidiary of Level 3 Communications, Inc. (“Level 3 Parent”), as it has been since Level 3 Parent acquired Global Crossing Limited in 2011 following Commission review and consent. 2 Subsequent to that acquisition, Level 3 Parent undertook an internal reorganization process involving indirect parent entities of GCAS in order to simplify the ownership structure of Level 3 Parent’s holding and operating companies and to discharge the debt of Global Crossing Limited. This reorganization included the following steps: (1) Level 3 Parent contributed all of the issued and outstanding shares of Level 3 GCL to Level 3 Financing, in a transaction consummated on October 4, 2011, and (2) Level 3 Financing caused the merger of Global Crossing Holdings Limited into Level 3 GCL, with Level 3 GCL surviving, in a transaction consummated on December 31, 2012. 1 See AT&T Corp. et al., Memorandum Opinion, Order and Authorization, FCC File No. SCLLIC-19980429-00019 (old FCC File Nos. SCL-98-003 and SCL-98-003A), 13 FCC Rcd. 22,541 (Int’l Bur. 1998) (granting joint interest in cable landing license to Impsat USA, Inc.); Actions Taken Under Cable Landing License Act, Public Notice, 22 FCC Rcd. 2254 (2006) (consenting to transfer of control of Impsat USA, Inc., from Impsat Fiber Networks, Inc., to GCL). 2 Applications filed by Global Crossing Limited and Level 3 Communications, Inc. for Consent to Transfer Control, Memorandum Opinion and Order and Declaratory Ruling, 26 FCC Rcd. 14,056 (Int’l, Wireless Tel., and Wireline Comp. Burs. 2011).

WILTSHIRE & GRANNIS LLP Ms. Marlene H. Dortch 2 December 2013 Page 2 In Exhibit A, GCAS details its pre-consummation ownership structure. In Exhibit B, GCAS details its post-consummation ownership structure. Before and after the execution of each of these steps (collectively, the “Pro Forma Transactions”), GCAS’s joint interest in the Americas-II cable landing license remained under the indirect ownership and control of Level 3 Parent. GCAS’s contact information is as follows: GLOBAL CROSSING AMERICAS SOLUTIONS, INC. 701 Waterford Way, Suite 390 Miami, Florida 33126 +1 305 808 5934 tel GCAS is a Delaware corporation engaged in the business of telecommunications. GCAS has the following 10-percent-or-greater direct or indirect shareholders: Impsat Fiber Networks, Inc. Address: Elvira Rawson de Dellepiane, 150 Piso 8, C1107 BCA, Buenos Aires, Argentina Citizenship: Delaware Principal Business: holding company Relationship: owns 100 percent of GCAS GC Impsat Holdings II Ltd. Address: 10 Fleet Place, 7th Floor, London EC4M 7RB, England Citizenship: United Kingdom Principal Business: holding company Relationship: owns 100 percent of Impsat Fiber Networks, Inc. GC Impsat Holdings I Ltd. Address: 10 Fleet Place, 7th Floor, London EC4M 7RB, England Citizenship: United Kingdom Principal Business: holding company Relationship: owns 100 percent of GC Impsat Holdings II Ltd. Level 3 Communications (IMPSAT) Nederland B.V. (f/k/a GC Impsat Holdings Nederland B.V.) Address: 10 Fleet Place, 7th Floor, London EC4M 7RB, England Citizenship: Netherlands Principal Business: holding company Relationship: owns 100 percent of GC Impsat Holdings I Ltd.

WILTSHIRE & GRANNIS LLP Ms. Marlene H. Dortch 2 December 2013 Page 3 Level 3 GC Limited (“Level 3 GCL”) Address: Wessex House, 45 Reid Street, Hamilton HM12, Bermuda Citizenship: Bermuda Principal Business: holding company Relationship: owns 100 percent of Level 3 Communications (IMPSAT) Nederland B.V. Level 3 Financing, Inc. (“Level 3 Financing”) Address: 1025 Eldorado Blvd., Broomfield, Colorado 80021 Citizenship: Delaware, USA Principal Business: holding company Relationship: owns 100 percent of Level 3 GCL Level 3 Communications, Inc. (“Level 3 Parent”) Address: 1025 Eldorado Blvd., Broomfield, Colorado 80021 Citizenship: Delaware, USA Principal Business: telecommunications Relationship: owns 100 percent of Level 3 Financing, Inc. Southeastern Asset Management, Inc. (“SAM”) Address: 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119 Citizenship: Tennessee, USA Principal Business: investment advisory services Relationship/Interest: SAM holds sole or shared voting rights for 21.94 percent of outstanding shares of Level 3 Parent that are otherwise owned by other entities for whom SAM acts as an investment advisor. None of SAM’s owners holds a ten-percent-or-greater direct or indirect interest in Level 3 Parent. STT Crossing Ltd (“STT Crossing”) Address: 10 Frere Felix de Valois Street, Port Louis, Mauritius Citizenship: Mauritius Principal Business: holding company Relationship: owns approximately 24.926 percent of Level 3 Parent STT Communications Ltd (“STT Communications”) Address: 51 Cuppage Road #09-01, StarHub Centre, Singapore 229469 Citizenship: Singapore Principal Business: information communications Relationship: owns 100 percent of STT Crossing

WILTSHIRE & GRANNIS LLP Ms. Marlene H. Dortch 2 December 2013 Page 4 Singapore Technologies Telemedia Pte Ltd (“ST Telemedia”) Address: 51 Cuppage Road #09-01, StarHub Centre, Singapore 229469 Citizenship: Singapore Principal Business: investment holding company Relationship: owns 100 percent of STT Communications Temasek Holdings (Private) Limited (“Temasek”) Address: 60B Orchard Road #06-18, The Atrium@Orchard, Singapore 238891 Citizenship: Singapore Principal Business: investment holding company Relationship: owns 100 percent of ST Telemedia Temasek is wholly owned by the Government of Singapore through the Minister for Finance. By the attached certification, GCAS certifies that the transfer of control effected by the Pro Forma Transactions was pro forma, as defined in 47 C.F.R. § 63.24, and that taken together with all the previous pro forma transactions, did 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. GCAS regrets that this notification was not made within 30 days of consummation of the Pro Forma Transactions but submits that no public-interest harms have result from the delay in filing this notification. * * * * * Please contact me by telephone at +1 202 730 1337 or by e-mail at kbressie@wiltshiregrannis.com with any questions regarding this notification. Respectfully submitted, Kent D. Bressie Counsel for Global Crossing Americas Solutions, Inc. Attachments

Exhibit A: Direct and Indirect Parents of Global Crossing Americas Solutions, Inc., Prior to Consummation of the Pro Forma Transactions Level 3 Communications, Inc. (Delaware corporation) 100% 100% Level 3 Financing, Inc. Level 3 GC Limited (Delaware corporation) (Bermuda company) 100% Global Crossing Holdings Limited (Bermuda company) 100% GC Impsat Holdings Nederland B.V. (Netherlands company) 100% GC Impsat Holdings I Ltd. (England company) 100% GC Impsat Holdings II Ltd. (England company) 100% Impsat Fiber Networks, Inc. (Delaware corporation) 100% Global Crossing Americas Solutions, Inc. (Delaware corporation)

Exhibit B: Direct and Indirect Parents of Global Crossing Americas Solutions, Inc., Following Consummation of the Pro Forma Transactions Level 3 Communications, Inc. (Delaware corporation) 100% Level 3 Financing, Inc. (Delaware corporation) 100% Level 3 GC Limited (Bermuda company) 100% Level 3 Communications (IMPSAT) Nederland B.V. (Netherlands company)* 100% GC Impsat Holdings I Ltd. (England company) 100% GC Impsat Holdings II Ltd. (England company) 100% Impsat Fiber Networks, Inc. (Delaware corporation) 100% Global Crossing Americas Solutions, Inc. (Delaware corporation) * GC Impsat Holdings Nederland B.V.’s name was changed to Level 3 Communications (IMPSAT) Nederland B.V. following Level 3 Communications, Inc.’s acquisition of Global Crossing Limited.

CERTIFICATION I, Michael J. Mooney, Vice President of Global Crossing Americas Solutions, Inc., hereby certify to the following: (1) All of the information contained in the attached notification letter is true and accurate to the best of my knowledge; (2) The transfer of control effected by the Pro Forma Transactions, as defined in the notification letter, was pro forma, as defined in 47 C.F.R. § 63.24, and that taken together with all the previous pro forma transactions, did not result in a change in the ultimate control of GCAS‘s joint interest the cable landing license for the Americas—II submarine cable system; and (3) No party to this notification is subject to a denial of federal benefits, including FCC benefits, pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. 2 December 2013 a oney

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 or electronic delivery on December 2, 2013, a copy of the foregoing notification of pro forma transfer of control of a cable landing license on the following: Ambassador Daniel Sepulveda 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 Robert S. Gorman General Counsel DEFENSE INFORMATION SYSTEMS AGENCY Room C4A24L 6910 Cooper Avenue, Fort Meade, Maryland 20755 Kent D. Bressie


Document Created: 2019-04-24 18:59:39
Document Modified: 2019-04-24 18:59:39
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC