Attachment Hibernia Atlantic S

This document pretains to SCL-T/C-20140116-00001 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2014011600001_1033014

KELLEY DRYE & WARREN LLP A LIMITED LIABILITY PARTNERSHIP WASHINGTON HARBOUR, SUITE 400 NEW YORK, NY FACSIMILE LOS ANGELES, CA 3050 K STREET, NW (202) 342-8451 CHICAGO, IL WASHINGTON, DC 20007 www.KeNeydue.com STAMFORD, CT PARSIPPANY. NJ (202) 342-8400 BRUSSELS, BELGIUM AFFILIATE OFFICE MUMBAI, INDIA January 16, 2014 Marlene Dortch Secretary Federal Communications Commission 445-12 th Street SW Washington, DC 20554 Re: Notification, pursuant to Section 1.767(g)(7) of the Commission's Rules, of a pro forma transfer of control of Hibernia Atlantic U.S. LLC which holds a submarine cable landing license (File No. SCL-MOD-20020412-00022) Dear Ms. Dortch: Hibernia Atlantic U.S. LLC ("Hibernia Atlantic" and the "Company") (FRN: 0014190151), by its attorneys, hereby notifies the Commission of a pro forma transaction pursuant to Section 1.767(g)(7) of the Commission's Rules. Notice regarding this transaction has not been provided previously to the Commission.' Hibernia Atlantic, a limited liability company formed under the laws of the state of Washington, is a direct wholly-owned subsidiary of Hibernia Group ehf ("Hibernia"), an Icelandic company. Prior to the transaction, Hibernia was directly held by Columbia Ventures Corporation ("CVC") and Constellation Growth Capital ("Constellation"), which owned 83% and 17%, respectively, of the equity of Hibernia. Hibernia Atlantic was directly owned 100% by Hibernia. With this filing, the Company notifies the Commission that a newly formed entity., Hibernia NGS Limited ("Hibernia NGS"), has been inserted into the chain of ownership between Hibernia Group ehf and its prior direct parent entities, CVC and Constellation. Following this transaction, Hibernia NGS is directly held by CVC and Constellation with the same distribution of direct ownership interests as CVC and Constellation previously held in Hibernia, i.e., 83% and 17%, respectively. Hibernia is owned 100% by Hibernia NGS and Hibernia Atlantic continues to be a wholly-owned subsidiary of Hibernia. In short, there has been no change in the ultimate control of Hibernia Atlantic. Diagrams of the pre- and post-transaction corporate structures are provided as Exhibit A. A separate pro forma notice of the transaction is being submitted to the Commission in connection with Hibernia Atlantic's Section 214 authority.

KELLEY DRYE & WARREN LLP Ms. Marlene Dortch January 16, 2014 Page Two Correspondence concerning this filing should be sent to: Edward A. Yorkgitis, Jr. Winafred Brand Kelley Drye & Warren LLP 3050 K Street, N.W. Washington, D.C. 20007 Tel: (202) 342-8400 eayorkgitis@kelleydrye.com wbrantl@kellevdrye.com Post-close, the following individuals or entities hold a 10% or greater ownership interest in Hibernia Atlantic: Hibernia owns 100% of the issued and outstanding equity of Hibernia Atlantic. As noted above, Hibernia is an Icelandic company. Hibernia is located at 25 De Forest Avenue, Suite 108, Summit, NJ 07901. Hibernia's principal business is that of a telecommunications licensee and holding company for its subsidiaries. Hibernia NGS Limited ("Hibernia NGS"). Hibernia NGS owns 100% of the issued and outstanding equity of Hibernia and an indirect 100% interest in Hibernia Atlantic. Hibernia NOS is an Irish company with an office at International Exchange Centre, Clonshaugh Industrial Estate Dublin 17, Ireland. The principal business of Hibernia NGS is that of a holding company. Columbia Ventures Corporation ("CVC"). CVC owns 83% of the issued and outstanding equity of Hibernia NGS. CVC is a Washington state corporation. CVC owns and operates a portfolio of telecommunications companies and a small number of manufacturing businesses around the world. Mr. Kenneth D. Peterson, Jr., a U.S. citizen, owns 100% of the issued and outstanding equity of CVC. Mr. Peterson is Chief Executive Officer, Chairman and Founder of CVC. The address of CVC and Mr. Peterson is 12503 SE Mill Plain Blvd., Suite 120, Vancouver, WA 98684. Constellation Growth Capital, LLC ("Constellation') funds. CVC III Hibernia Blocker, Inc. ("CV Hibernia"), a Delaware corporation, owns a 17% of the issued and outstanding equity of Hibernia NGS. CV Hibernia is owned by the following three (3) Constellation funds: • Constellation Venture Capital III (En, L.P. ("CVEF"), a Delaware limited partnership, owns 24% of the issued and outstanding equity of CV Hibernia. The general partner of CVEF is Constellation Ventures Management III LLC ("CVManagement"), a Delaware limited liability company. Constellation, a Delaware limited liability company, holds a

KELLEY DRYE & WARREN LLP Ms. Marlene Dortch January 16, 2014 Page Three 50% ownership interest in CVManagement. Constellation is wholly owned by Highbridge Principal Strategies, LLC ("Highbridge"), a Delaware limited liability company. Highbridge is wholly owned by Highbridge Capital Management, LLC ("Highbridge Capital"), a Delaware limited liability company. Highbridge Capital is wholly owned by JPMorgan Asset Management Holdings, Inc. ("JPMorgan Asset"), a Delaware corporation and the holder of 99.8% of the limited partner ownership interests in CVEF. JPMorgan Asset is a wholly owned subsidiary of JPMorgan Chase & Co. ("JPMorgan"), a Delaware corporation that is widely held. • Constellation Venture Capital III, L.P. ("CVCapital"), a Delaware limited partnership, owns 67% of the issued and outstanding equity of CV Hibernia. The general partner of CVCapital is CVManagement. • Constellation Venture Offshore III, L.P. ("CVOffshore"), a Cayman Islands limited partnership, owns 8% of the issued and outstanding equity of CV Hibernia. The general partner of CVOffshore is CVManagement. No limited partner in CVEF, CVCapital, or CVOffshore other than JPMorgan Asset holds a 10% or greater ownership interest in Hibernia Atlantic under the FCC's ownership attribution rules. The principal business of Constellation, CVCapital, CVManagement, CVOffshore, CVEF, CVHibernia, Highbridge, Highbridge Capital, JPMorgan Asset, and JP Morgan in each case is investment. The address of Constellation, CVCapital, CVManagement, CVOffshore, CVEF, CVHibernia, Highbridge, Highbridge Capital, JPMorgan Asset, and JP Morgan is, in each case, c/o Constellation Growth Capital LLC, 40 West 57 th Street, New York, New York, 10019. Apart from those identified above, no other individual or entity holds a 10% or greater ownership interest in Hibernia Atlantic under the FCC's ownership attribution rules. Interlocking Directorates: Each of the following individuals is an officer or director of Hibernia Atlantic as well as an officer or director of a foreign carrier as described below: Kenneth D. Peterson, Jr. (Hibernia, Hibernia Atlantic: Hibernia Atlantic Cable System Limited, Hibernia Atlantic (UK) Limited, Hibernia Atlantic Communications (Canada) Company, Hibernia Atlantic (NI) Limited and Magnet Networks Limited) • Bjarni Thorvardarson (Hibernia, Hibernia Atlantic: Hibernia Atlantic Cable System Limited, Hibernia Atlantic (UK) Limited, Hibernia Atlantic Communications (Canada) Company and Hibernia Atlantic (NI) Limited.

KELLEY DRYE & WARREN LLP Ms. Marlene Dortch January 16, 2014 Page Four • James Prenetta (Hibernia, Hibernia Atlantic: Hibernia Atlantic Cable System Limited, Hibernia Atlantic (UK) Limited, Hibernia Atlantic Communications (Canada) Company, and Hibernia Atlantic (NI) Limited) • Lloyd Jarkow (Hibernia, Hibernia Atlantic: Hibernia Atlantic Cable System Limited, Hibernia Atlantic (UK) Limited, Hibernia Atlantic Communications (Canada) Company, and Hibernia Atlantic (NI) Limited) Finally, the Company provides as Exhibit B a certification that the transfer of control was pro forma pursuant to Section 63.24 of the Commission's Rules, and that, together with all previous pro forma transactions, it did not result in a change in the actual controlling party for Hibernia Atlantic. Please contact the undersigned counsel if you have any questions regarding this matter. Respectfully submitted, Edward A. Yorkgitis, Jr. Winafred Brantl Kelley Drye & Warren LLP 3050 K Street, NW Suite 400 Washington, D.C. 20007-5108 Counsel for Hibernia Atlantic U.S. LLC

EXHIBITS Exhibit A Diagrams of the Corporate Ownership Structure of Hibernia Atlantic U.S. LLC Prior to and Following the Consummation of the Transaction Exhibit 13 Certification

Exhibit A Ownership Pre-Transaction Constellation Funds Mr. Kenneth . Peterson, Jr. (see description in filing) 100% 99% I Columbia Ventures Corporation CVC III Hibernia Blocker, Inc. 83% 17% Hibernia Group ehf 100% Hibernia Atlantic U.S. LLC Ownership Post-Transaction Constellation Funds Mr. Kenneth D. Peterson, Jr. (see description in filing) 100% 99% Columbia Ventures Corporation CVC III Hibernia Blocker, Inc. 83% 17% Hibernia NGS Limited 100% Hibernia Group ehf 100% Hibernia Atlantic U.S. LLC

Exhibit B Certification The undersigned hereby certifies, on behalf of Hibernia Atlantic U.S. LLC and with respect to the foregoing notification of a pro forma transaction, that the statements in the notification are true and correct to the best of my belief and are made in good faith; that the transaction was pro forma as described in Section 63.24(a) of the Commussion‘s Rules; and that this transaction, together with all previous pro forma transactions, did not result in a change in ultimate control. ( 7/ [Lins _ M By: James(Pf Prenetta, Seniot Vice PrestGent & Gener%unsel Hibernia Atlantic U.S. LLC 25 De Forest Avenue, Suite 108 Summit, NJ 07901 Date: January 15, 2014


Document Created: 2014-01-16 00:33:25
Document Modified: 2014-01-16 00:33:25
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