Attachment Hibernia_Atlantic_SC SCL-T/C-20140304-00003

Attachment Hibernia_Atlantic_SC

This document pretains to SCL-T/C-20140304-00003 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2014030400003_1038609

KELLEY DRYE & W ARREN LLP
A LI MIT E D LIA BI LIT Y P ART NER SHI P

WASHI NGT ON HARBOUR, SUIT E 400
NEW YO RK, NY F ACSIM I LE

LOS A NGE LES, CA
3050 K STREET , NW ( 202) 342- 8451

CHI CAGO, I L WASHI NGT ON, DC 20007 www.kelleydrye.com

S TAM FORD, CT

P A RSI PP A NY, NJ
(202) 342-8400

B RUS SE LS, BE LGI UM

AFFILIATE OFFICE

MUMBAI, INDIA

March 4, 2014

Marlene Dortch
Secretary
Federal Communications Commission
445-12th 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
(“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.1

Hibernia Atlantic is a limited liability company formed under the laws of the state of
Washington. Prior to the Transaction, Hibernia Atlantic was a direct wholly-owned subsidiary
of Hibernia Group ehf (“Hibernia Group”), an Icelandic company. Hibernia Group was directly
held by Hibernia NGS Limited (“Hibernia NGS”), a company formed in the Republic of Ireland.
Hibernia NGS, in turn, was directly held by Columbia Ventures Corporation (“CVC”) and
Constellation Growth Capital (“Constellation”), which owned 83% and 17%, respectively, of the
equity of Hibernia NGS.

Description of Transaction
Effective January 31, 2014, the High Court in Ireland approved the merger of Hibernia
Group with and into Hibernia NGS. The cross border merger was accomplished under the terms
of Regulation 10(1) of the European Communities (Cross Border Mergers) Regulations 2008 (as
amended by European Communities (Mergers and Division of Companies) (Amendment)

1
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
March 4, 2014
Page Two

Regulations 2011. As a result of the merger, all assets and liabilities of Hibernia Group have
been assumed by Hibernia NGS.

With this filing, the Company notifies the Commission that Hibernia Group has been
merged into Hibernia NGS, with Hibernia NGS as the surviving entity. Following this
transaction, Hibernia NGS continues to be directly held owned by CVC and Constellation with
the same percentage of ownership as before. Hibernia Atlantic is now a direct wholly-owned
subsidiary of Hibernia NGS. 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.

Correspondence concerning this filing should be sent to:

Edward A. Yorkgitis, Jr.
Winafred Brantl
Kelley Drye & Warren LLP
3050 K Street, N.W.
Washington, D.C. 20007
Tel: (202) 342-8400
eayorkgitis@kelleydrye.com
wbrantl@kelleydrye.com

Post-merger, the following individuals or entities hold a 10% or greater ownership
interest in Hibernia Atlantic:

Hibernia NGS Limited (“Hibernia NGS”). Hibernia NGS owns 100% of the issued and
outstanding equity of Hibernia Atlantic. Hibernia NGS is a company organized under the laws of
the Republic of Ireland with an office at International Exchange Centre, Clonshaugh Industrial
Estate, Dublin 17, Ireland. Hibernia NGS’s principal business is that of a telecommunications
licensee and holding company for its subsidiaries.

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.

KELLEY DRYE & WARREN LLP

Ms. Marlene Dortch
March 4, 2014
Page Three

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 (EF), 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
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 57th 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:

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 B Certification

Exhibit A

Ownership Pre-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

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 Atlantic U.S. LLC

Document Created: 2014-03-04 16:56:52
Document Modified: 2014-03-04 16:56:52

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