Notice and Minor Ame

NOTICE submitted by Columbus Networks USA, Inc.

Notice & Minor Amendment

2015-04-14

This document pretains to SCL-T/C-20141121-00013 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2014112100013_1083659

                                        Before the
                             Federal Communications Commission
                                   Washington, D.C. 20554

In the Matter of                                   )
                                                   )
ARCOS-1 USA, Inc.                                  )
A.Sur Net, Inc.                                    )
Columbus Networks USA, Inc.                        )
       Licensees,                                  )      File No. SCL-T/C-20141121-00013
                                                   )      File No. SCL-T/C-20141121-00014
                                                   )
Columbus Networks, Limited                         )
      Transferor,                                  )
                                                   )
          and                                      )
                                                   )
Cable & Wireless Communications Plc                )
       Transferee                                  )
                                                   )
Application for Transfer of Control of             )
Cable Landing Licenses                             )
                                                   )
Columbus Networks                                  )      File No. ITC-T/C-20141121-00304
Telecommunications Services USA, Inc.              )      File No. ITC-T/C-20141121-00307
and Columbus Networks Puerto Rico, Inc.            )
                                                   )
Applications for Transfer of Control               )
of International Section 214 Authority             )


                     NOTIFICATION OF PRO FORMA TRANSFER AND

                         MINOR AMENDMENT TO APPLICATIONS

          Columbus Networks, Limited (“CNL”), ARCOS-1 USA, Inc. (“ARCOS”), A.Sur Net, Inc.

(“ASN”), Columbus Networks USA, Inc. (“CNUSA”), Columbus Networks Telecommunications

Services USA, Inc. (“CNTS”), Columbus Networks Puerto Rico, Inc. (“CNPR”), Columbus New

Cayman Limited (“Columbus New Cayman”) and Cable & Wireless Communications Plc (“C&W”

and together with CNL, ARCOS, ASN, CNUSA, CNTS, CNPR and Columbus New Cayman, the

“Applicants”), through their undersigned counsel, hereby submit this (i) Notification of Pro Forma



A/76864449.4


Transfer, pursuant to Sections 1.767(g)(7) and 63.24(d) of the Commission’s Rules, 47 C.F.R. §§

1.767(g)(7) and 63.24(d); and (ii) minor amendment to their pending applications to reflect a new

transferor thereunder.

                                                          Background

          Applicants have previously submitted the above captioned applications (the “Applications”)

seeking Commission approval for the transfer of control of the FCC licenses held by ARCOS, ASN,

CNUSA, CNTS and CNPR (collectively the “Licensees”) to C&W.

          As noted in the Applications, pursuant to an agreement between C&W and the shareholders

of Columbus International Inc. (“CII”), entered into November 6, 2014, C&W was to acquire 100%

of the stock of CII, the ultimate parent company of the Licensees. Thus, C&W will ultimately

acquire de jure and de facto control of CII, including the Licensees (the “Transaction”). The

Transaction is governed by Barbados law.

          Specifically and as previously advised to the Commission, it was contemplated that the

Transaction may take place in a two-step process, which is now being implemented as follows:

          (1) In the first step (the “First Transfer”), the shares held by CNL in ARCOS1 and CNPR,

comprising the U.S. business of CII, were transferred in a pro forma transaction to Columbus New

Cayman, a newly-formed holding company formed under the laws of the Cayman Islands. As

noted in more detail below, Columbus New Cayman is owned by the same (pre-Transaction)

ultimate majority owners and controlling parties of CII, thus there has been no change to the

ultimate control of the Licensees. At the closing of the First Transfer, which occurred on March 31,

2015, CII was transferred to C&W without Columbus New Cayman,2 and thus without the


1
    As noted in the Applications, ARCOS holds all the shares in ASN, CNUSA and CNTS.
2
  The Applications indicated that C&W may decide to use one or more wholly-owned subsidiaries of C&W to hold its
interests in CII. This in fact has occurred, and the acquirer of all of the share capital of CII (without the Licensees) was
Sable Holding Limited. Sable Holding Limited is a direct wholly-owned subsidiary of Cable & Wireless Limited,

                                                             2
A/76864449.4


Licensees.      All U.S.-regulated communications assets remain under the 100% ownership and

control of Columbus New Cayman after the First Transfer. Control of the Licensees will be

transferred to C&W only after grant of the Applications.

          (2) In the second step (the “Second Transfer”), following receipt of the Commission

approval requested in the Applications, ownership and control of Columbus New Cayman, and thus

the Licensees, would be transferred to C&W.

                   Notification of Pro Forma Transfer and Amendment to the Applications

          Applicants hereby (i) notify the Commission of the completion of the First Transfer on

March 31, 2015; and (ii) amend their Applications to reflect that Columbus New Cayman is the new

Transferor under the Applications.

          For the following reasons, the First Transfer does not constitute a change of control of the

Licensees under the definitions in Section 63.24 of the Commission’s Rules, 47 C.F.R. § 63.24:

         The First Transfer does not result in a de jure change of control in the Licensees. Columbus

          New Cayman is indirectly wholly-owned by three of CII’s pre-Transaction shareholders:

          CVBI Holdings (Barbados) Inc. (“CHBI”), Clearwater Holdings (Barbados) Limited

          (“CHBL”),3 and Mr. Brendan Paddick, a Canadian citizen. CHBI and CHBL together

          owned and controlled over 50% of CII and currently own 86% of Columbus New Cayman.

          These shareholders therefore retain de jure control of the Licensees.

         CII’s formerly controlling shareholders continue to have de facto control of the Licensees.4

          Moreover, Mr. Brendan Paddick continues to be the chief executive officer of the Licensees.


which is a direct wholly-owned subsidiary of C&W. Both Sable Holding Limited and Cable & Wireless Limited are
organized under the laws of England & Wales, with the same principal business and address as C&W. This structure is
reflected in the attached organizational charts.
3
    CHBI and CHBL are ultimately controlled by Mr. John Risley, a Canadian citizen.
4
 CII and two indirect subsidiaries of CII acquired by C&W at the First Transfer have entered into intercompany
management agreements with certain of the Licensees to provide management services for the benefit of the Licensees.

                                                          3
A/76864449.4


         The First Transfer does not involve an assignment of any license or a change in the day-to-

          day operations of the Licensees.

         There will be no change in the services offered to customers or the rates of the Licensees,

          and the First Transfer is completely seamless to the Licensees’ customers.

          As required by Sections 1.767(g)(7) and 63.24(f)(2) of the Commission’s Rules (47 C.F.R.

§§ 1.767(g)(7) and 63.24(f)(2)), Applicants provide the following information required by 63.18(a)

through (d) and (h) of the Commission’s Rules (47 C.F.R. § 63.18):

(1)       Name, address and telephone number of Applicants:

Licensees:                        ARCOS-1 USA, Inc.,
                                  A.Sur Net, Inc.
                                  Columbus Networks USA, Inc.
                                  Columbus Networks Telecommunications Services USA, Inc.
                                  Columbus Networks Puerto Rico, Inc.
                                  c/o Columbus Networks USA, Inc.
                                  15950 West Dixie Highway
                                  North Miami Beach, FL 33162
                                  Phone: (786) 274-7400
                                  Fax: (786) 274-7402

Pro Forma Transferor              Columbus Networks, Limited
(and previous Transferor          Suite 205-207 Dowell House
under the Applications):          Cr. Roebuck & Palmetto Streets
                                  Bridgetown, Barbados
                                  Phone: (246) 426-0417
                                  Fax: (246) 228-5756

Pro Forma Transferee              Columbus New Cayman Limited
(and new Transferor               Floor 4, Willow House
under the Applications):          Cricket Square, PO Box 268
                                  Grand Cayman KY1-1104, Cayman Islands
                                  Phone: 242-350-8899
                                  Fax: n/a



However, Columbus New Cayman and the Licensees retain ultimate authority and control over all regulated aspects of
the U.S. business, including having a robust staff in place to oversee and supervise the provision of management
services by the relevant C&W entities.



                                                         4
A/76864449.4


Transferee                          Cable & Wireless Communications Plc5
(under the Applications):           2nd Floor
                                    62-65 Chandos Place
                                    London, United Kingdom
                                    WC2N 4HG
                                    Phone: + 44 (0) 207 315 4000
                                    Fax: + 44(0) 207 315 5211

(2)       Place of Formation:

Licensees:                          Each of the Licensees other than CNPR is organized under the laws
                                    of the State of Delaware. CNPR is organized under the laws of the
                                    Commonwealth of Puerto Rico.

Pro Forma Transferor:               CNL is organized under the laws of Barbados.

Pro Forma Transferee:               Columbus New Cayman is organized under the laws of the Cayman
                                    Islands.

Transferee:                          C&W is organized under the laws of the England & Wales.

(3)            Correspondence concerning this Application should be sent to:

For Licensees                       c/o Brendan Paddick
and Transferors:                    chief executive officer
                                    Columbus Networks USA, Inc.
                                    15950 West Dixie Highway
                                    North Miami Beach, FL 33162
                                    Phone: (786) 274-7400
                                    Fax: (786) 274-7402
                                    bpaddick@columbus.co

with a copy to:                     Andrew D. Lipman
                                    Ulises R. Pin
                                    Morgan Lewis & Bockius, LLP
                                    2020 K St., N.W.
                                    Washington, D.C. 20006
                                    Phone: (202) 373-6664
                                    Fax: (202) 373-6001
                                    u.pin@morganlewis.com




5
    Please note the change of address of C&W since the filing of the Applications.


                                                            5
A/76864449.4


For Transferee:                 Belinda Bradberry
                                General Counsel
                                Cable & Wireless Communications Plc
                                Columbus Center
                                1 Alhambra Plaza, Suite 1000
                                Coral Gables, FL 33134
                                Phone: (786) 606-5416
                                Fax: n/a
                                belinda.bradberry@cwc.com

with a copy to:                 Patrick S. Campbell
                                Paul, Weiss, Rifkind, Wharton & Garrison LLP
                                2001 K Street, N.W., Suite 500
                                Washington, D.C. 20006
                                Phone: (202) 223-7300
                                Fax: (202) 223-7420
                                pcampbell@paulweiss.com

(4)       Description of the Cable Systems and International Licenses held by Licensees:

          ARCOS and ASN are licensees in the ARCOS-1 submarine cable system (the “ARCOS-1

Cable”).       CNUSA is a licensee in the CFX-1 submarine cable system (“CFX-1 Cable”).                A

description of the ARCOS-1 Cable is on file with the Commission under FCC File No. SCL-LIC-

19981222-00032 and a description of the CFX-1 Cable is on file with the Commission under FCC

File No. SCL-LIC-20070516-00008. Both license files are incorporated by reference herein.

          In    turn,   CNTS   and   CNPR     provide    facilities-based   and    resold   international

telecommunications services under their Section 214 licenses: FCC File Nos. ITC-214-20070220-

00077 and ITC-214-20091127-00497. Both license files are incorporated by reference herein.

(5)       Ownership Information:

          The name, address, citizenship and principal business activity of any person having a 10%

or greater interest in the Licensees after the First Transfer is attached hereto as Exhibit B.

          Other than as previously reported to the Commission, there are no interlocking officers or

directors to report.



                                                    6
A/76864449.4


          Applicants certify that the First Transfer was pro forma as defined under 47 CFR § 63.24

and, together with all previous pro forma transactions, did not result in a change in the ultimate

control of any of the Licensees. No de jure or de facto control of the Licensees will be transferred

until the Commission grants the Applications.




                                                 7
A/76864449.4


                                              Conclusion

          For the foregoing reasons, Applicants respectfully request that the Commission (i) update its

files to reflect the First Transfer; (ii) amend the Applications to reflect Columbus New Cayman as

the new Transferor under the Applications; and (iii) promptly grant the Applicants’ requests for

consent to the transfer of control of Licensees.

                                               Respectfully submitted,



                                               /s/ Ulises R. Pin
                                               _________________________________
                                               Andrew D. Lipman
                                               Ulises R. Pin
                                               Morgan Lewis & Bockius LLP
                                               2020 K St., N.W.
                                               Washington, D.C. 20006
                                               Phone: (202) 373-6664
                                               andrew.lipman@morganlewis.com
                                               u.pin@morganlewis.com

                                               Counsel to Licensees and Columbus New Cayman



                                               /s/ Patrick S. Campbell
                                               __________________________________
                                               Patrick S. Campbell
                                               Paul, Weiss, Rifkind, Wharton & Garrison LLP
                                               2001 K Street, N.W., Suite 500
                                               Washington, D.C. 20006
                                               Phone: (202) 223-7300
                                               pcampbell@paulweiss.com

                                               Counsel to C&W

Date: April 14, 2015




                                                    8
A/76864449.4


                           Exhibit A

               Pre and Post First Transfer Charts




A/76864449.4


                                   Organization of Licensees Pre-Transaction


 CVBI Holdings          Clearwater Holdings            Brendan
(Barbados) Inc.         (Barbados) Limited             Paddick
   (Barbados)                (Barbados)                (Canada)

                                                                            Controlling Shareholders of CII

                  53%                              8%                       Columbus U.S. licensees


                                  Columbus                                  Other Columbus group entities
                              International Inc.
                                  (Barbados)




                  CII group
                                                        Columbus TTNW
                                                         Holdings Inc.
                                                           (Barbados)




                                                          Columbus
                                                       Networks, Limited
                                                          (Barbados)




                                                       ARCOS-1 USA, Inc.             Columbus Networks,
                                                          (Delaware)                   Puerto Rico Inc.
                                                                                         (Puerto Rico)




                                      Columbus
                                  Networks USA, Inc.                         A. Sur Net, Inc.
                                      (Delaware)                                (Delaware)




                                                                           Columbus Networks
                                                                           Telecommunications
                                                                            Services USA, Inc.
                                                                                (Delaware)


          Organization of Licensees After First Transfer

                                                                              Controlling Shareholders of Columbus
                                                                              New Cayman

                                                                              Columbus U.S. licensees


 CVBI Holdings                                                                Other Columbus New Cayman
                        Clearwater Holdings
(Barbados) Inc.                                     Brendan                   group entities
                        (Barbados) Limited
   (Barbados)                (Barbados)             Paddick
                                                    (Canada)



                  86%                                 14%




            CP New Cayman                CP New Cayman
            Holdco I Limited             Holdco II Limited
            (Cayman Islands)              (Cayman Islands)

              50%                                   50%




                                            Columbus
                                       New Cayman Limited
                                         (Cayman Islands)




                                         ARCOS-1 USA, Inc.               Columbus Networks,
                                            (Delaware)                     Puerto Rico Inc.
                                                                             (Puerto Rico)




                        Columbus
                    Networks USA, Inc.                           A. Sur Net, Inc.
                        (Delaware)                                  (Delaware)




                                                               Columbus Networks
                                                               Telecommunications
                                                                Services USA, Inc.
                                                                    (Delaware)


                     Organization of Licensees After Second Transfer



                        Cable & Wireless                                  C&W group
                       Communications Pic
                            (England)                                     Columbus U.S. licensees


                                                                         Other Columbus group entities



                                                 Cable & Wireless
            C&W group                                Limited
                                                    (England)



                                                   Sable Holding
                                                      Limited
                                                     (England)



                                                     Columbus
                                                 International Inc.
                                                     (Barbados)



                                                  Columbus TTNW
                                                   Holdings Inc.
                                                     (Barbados)



                                                    Columbus
                                                 Networks, Limited
                                                    (Barbados)



                                              Columbus New Cayman,
                                                      Limited
                                                  (Cayman Islands)




                                                 ARCOS-1 USA, Inc.                Columbus Networks,
                                                    (Delaware)                      Puerto Rico Inc.
                                                                                      (Puerto Rico)




                                Columbus
                            Networks USA, Inc.                          A. Sur Net Inc.
                                (Delaware)                                 (Delaware)



                                                                      Columbus Networks
                                                                      Telecommunications
                                                                       Services USA, Inc.
                                                                           (Delaware)


* If the transaction is conducted in two steps, as described in Section I, Question 10, Columbus NewCo would hold
the U.S. licenses until acquired by CNL in step 2.


                                                                                                                    3


                                                    Exhibit B

                                           Ownership Information

       As a result of the First Transfer, the ownership structure of each of the Licensees is as
follows:

        Columbus New Cayman holds a (direct or indirect) 100% voting and equity interest in each
of the Licensees.6

          The following entities have a direct voting and equity interest in Columbus New Cayman:

          CP New Cayman Holdco I Limited
          Floor 4, Willow House
          Cricket Square, PO Box 268
          Grand Cayman KY1-1104, Cayman Islands
          Jurisdiction: Cayman Islands
          Principal Business: Investment
          Interest: Direct holding of 50%

          CP New Cayman Holdco II Limited
          Floor 4, Willow House
          Cricket Square, PO Box 268
          Grand Cayman KY1-1104, Cayman Islands
          Jurisdiction: Cayman Islands
          Principal Business: Investment
          Interest: Direct holding of 50%

      The following shareholders hold more than 10% of the voting and equity securities of
Columbus New Cayman through their ownership in CP New Cayman Holdco I Limited and CP
Cayman Holdco II Limited:

          CVBI Holdings (Barbados) Inc. and Clearwater Holdings (Barbados) Limited
          (Ultimately controlled by Mr. John Risley, a Canadian citizen) 7
          Suite 205-207
          Dowell House
          Cr. Roebuck & Palmetto Streets
          Bridgetown, Barbados
          Jurisdiction: Barbados
          Principal Business: Investment
          Interest: Direct holding of 86%8

6
 ARCOS and CNPR are directly wholly-owned by Columbus New Cayman. In turn, CNUSA and ASN are directly
wholly-owned by ARCOS. Finally, CNTSUSA is directly wholly-owned by ASN.
7
  Mr. Risley’s ownership in these entities is through Thornvale Holdings Limited, a company incorporated under the
laws of Canada, which in turn is controlled by Mr. Risley through a voting trust.



A/76864449.4


          Mr. Brendan Paddick
          2A East Mall Drive
          Columbus House
          Freeport, Grand Bahama, The Bahamas
          Citizenship: Canada
          Principal Business: Telecommunications
          Interest: Direct holding of 14%

        There are no other shareholders of Columbus New Cayman who directly or indirectly own,
or will directly or indirectly own following consummation of the First Transfer, 10% or more of the
Licensee’s equity or voting rights post-consummation.

        Information about the ownership information of the Licensees after completion of the
Second Transfer of the Transaction is included in the Applications and incorporated by reference
herein.




8
    CHBI holds an 80% direct interest and CHBI holds a 6% direct interest.


                                      CERTIFICATION

        On behalf of ARCOS-1 USA, Inc., A.Sur Net, Inc., Columbus Networks USA, Inc.,
Columbus Networks Telecommunications Services USA, Inc., Columbus Networks Puerto Rico,
Inc. and Columbus New Cayman Limited, I hereby certify that the foregoing Notification of Pro
Forma Transfer was prepared under my direction and control. I further certify that all statements
therein are true, complete, and correct to the best of my knowledge and are made in good faith
and that the First Transfer described therein was pro forma under the Commission’s Rules. I
certify under penalty of perjury that the foregoing is true.




By:    ____________________________________
Name: Brendan Paddick
Title: chief executive officer of the Licensees
       president and chief operating officer of Columbus New Cayman Limited
Date: April 14, 2015


                                        CERTIFICATION

         On behalf of Cable & Wireless Communications Plc, I hereby certify that the foregoing
Notification of Pro Forma Transfer was prepared under my direction and control. I further certify
that all statements therein are true, complete, and correct to the best of my knowledge and are made
in good faith and that the First Transfer described therein was pro forma under the Commission‘s
Rules. I certify under penalty of perjury that the foregoing is true.




By:    Qi\) — D /‘/\ /LA L\(ZQf
Name: Perley McBride)
Title: CFO and Director
Date: April 14, 2015



Document Created: 2015-04-14 19:05:25
Document Modified: 2015-04-14 19:05:25

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