Attachment CWNS SCL Transfer Ap

This document pretains to SCL-T/C-20151130-00033 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2015113000033_1116704

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

In the Matter of

Cable & Wireless Network Services Limited
        Licensee,                                                File No. SCL—T/C—2015

Cable & Wireless Communications ple
        Transferor,

        and

Liberty Global ple
       Transferee

Application for Transfer of Control of
Cable Landing License


                  JOINT APPLICATION FOR TRANSFER OF CONTROL OF
                              CABLE LANDING LICENSE

        Cable & Wireless Communications ple‘ ("C&W" or "Transferor") and Liberty Global

ple ("Liberty Global" or "Transferee") (together, the "Applicants"), pursuant to the Act Relating

to the Landing and Operation of Submarine Cables in the United States, 47 U.S.C. §§34—39

(1994), Executive Order No. 10530, Exec. Ord. No. 10530 reprinted as amended in 3 U.S.C.


I       Through its subsidiaries, C&W provides a range of telecommunications services primarily to
customers in the Caribbean and Latin America. These services include mobile and fixed—line voice
telephony, data services and connectivity and managed services to businesses and governments. C&W
has operations in Panama and 14 Caribbean countries including Jamaica, The Bahamas, Barbados and the
Cayman Islands.                                                        ’
2        Liberty Global is an international provider of video, broadband internet, fixed—line telephony and
mobile services with operations in 14 countries. Through its subsidiaries Virgin Media Inc., Unitymedia _
KabelBW GmbH and Telenet Group Holding N.V., Liberty Global provides video, broadband internet,
fixed—line telephony and mobile services in the United Kingdom, Germany and Belgium, respectively. In
the Netherlands, Liberty Global provides video, broadband internet, fixed—line telephony and mobile
services through its subsidiaries Ziggo Holding B.V. and UPC Nederland B.V. Liberty Global also
provides video, broadband internet and fixed—line telephony services in eight other European countries
and mobile services in four other European countries. In Latin America, subsidiaries of Liberty Global
provide video, broadband internet, fixed—line telephony and mobile services in Chile and. video and
broadband communications services in Puerto Rico.


 §301, and Section 1.767 of the Rules of the Federal Comrfiufiications Commission

 ("Commission"), 47 C.F.R. §1.767, request approval for the transfer of control of C&Ws

 indirect subsidiary, Cable and Wireless Network Services Limited ("CWNS"), from C&W to

 Liberty Global pursuant to a transaction described below.

        CWNS is authorized by the Commission to operate the Gemini—Bermuda Cable System

 under File No. SCL—LIC—20070925—00017. As set forth in more detail below, on November 16,

 2015, Liberty Global and C&W jointly announced a recommended offer pursuant to which

Liberty Global would acquire 100 percent of the issued and to be issued shares of C&W (the

 "Transaction").

1.      THE APPLICANTS

           A. Cable and Wireless Networks Services Limited (Licensee)

           FRN: 0019066588

        CWNS is incorporated under the laws of Bermuda and holds the license to operate the _

Gemini—Bermuda Cable System. CWNS is an indirect, wholly—owned subsidiary of C&W.

           B. Cable & Wireless Communications ple (Transferor)

               FRN: 0025086331

        C&W is a publicly—listed company incorporated under the laws of England and Wales,

and its shares are listed on the London Stock Exchange. C&W indirectly, wholly owns CWNS.

           C,. Liberty Global ple (Transferee)

               FRN: 0025075649

        Liberty Global is a publicly—listed compafiy incorporated under the laws of England and

Wales. Liberty Global‘s shares are divided into two tracking stock groups: (1) Liberty Global


Group, which trades on the NASDAQ Global Select Market; and (2) Liberty Latin America and

Caribbean Group, which trades on the NASDAQ Global Select Market and the OTC link.

 II.    THE PROPOSED TRANSACTION

        On November 16, 2015, Liberty Global and C&W jointly announced a recommended

offer pursuant to which Liberty Global would acquire 100 percent of the issued and to be issued

shares of C&W. Liberty Global and C&W expect that the Transaction will take place in a two—

step process.

        In the first step, the submarine cable landing license held by CWNS and the international

Section 214 authorization held by another C&W subsidiary, Cable & Wireless Communications,

Inc., and associated U.S.—regulated assets’ and business, will be transferred to a newly—

incorporated company, CWC New Cayman Limited ("CWC New Cayman").                            CWC New

Cayman will be transferred to a newly—incorporated holding company, CWC New Cayman

Holdco Limited ("CWC New Cayman Holdeo"). Because CWC New Cayman Holydco will be

owned by shareholders holding a majority of the shares of C&W, the first stage of the

Transaction will be pro forma in nature." Following completion of this anticipated first step‘,

Applicants will notify the Commission of the pro forma assignment of the assets and license of

CWNS to CWC New Cayman and will file a minor amendment to this Application to identify



*        Following completion of the first step, the shareholders of CWC New Cayman Holdeo will hold
over 50 percent of the shares of C&W. Thus, after the first step of the Transaction, C&W majority
holders will retain de jure control of CWC New Cayman. Moreover, C&W*s controlling shareholders
would continue to have de facto control of CWC New Cayman. There would be no actual change of
control of CWNS or CWC New Cayman in the first step of the Transaction, and that step would be
entirely pro forma under the Commission Rules.
*       CWC New Cayman will enter into a Management Agreement with affiliates of C&W to provide
day—to—day management services for the benefit of CWC New Cayman. CWC New Cayman will,
however, retain ultimate authority and control over all regulated aspects of the U.S. business, including
having appropriate staff in place to oversee and supervise the provision of management services by the
relevant C&W entities.


CWC New Cayman as the licensee and CWC New Cayman Holdco as the transferor in the

second step of the Transaction.

       After Commission approval of this Application and related transfer of control

applications filed with the Commission, indirect ownership and control of CWC New Cayman

and other C&W licensee subsidiaries will be transferred to Liberty Global.

III.   PUBLIC INTEREST CONSIDERATIONS

       Applicants respectfully submit that the proposed Transaction will serve the public

interest, convenience and necessity. The combination of C&W‘s Caribbean and Latin American

operations with Liberty Global‘s operations in Chile and Puerto Rico will facilitate the creation

of a leading video, broadband, mobile and business—to—business service provider across the Latin

American and Caribbean region. Liberty Global and C&W also expect that the Transaction will

benefit United States customers of CWNS and C&Ws other licensee subsidiaries. Following

completion of the Transaction, the combined Liberty Global and C&W Group expect to utilize

their product knowledge and customer service expertise to offer innovative video products with

superior broadband speeds and connectivity.

       Further, Applicants expect that the Transaction will foster efficiencies that will facilitate

continued investment in networks, products and services that will benefit consumers and

business customers. The Transactionwill enable C&W to benefit from Liberty Global‘s product

offerings and its scale through the sharing of Liberty Global‘s technology, innovation, best

practices and financial benefits. The submarine cable landing license held by CWNS, and the

FCC authorizations held by C&W‘s other licensee subsidiaries, facilitate the provision of

telecommunications services to customers in the U.S. Applicants expect that the U.S. customers


of CWNS and C&W‘s other licensee subsidiaries will experience netwprk, product and service

enhancements developed by the combined company as a result of the Transaction.

        The Transaction will be seamless to consumers and will not adversely» affect CWNS*

customers (or the other C&W subsidiaries‘ customers) in the United States or in the broader

Caribbean and Latin American region.          Applicants anticipate that, immediately following

completion of the transaction, CWNS will continue to provide high—quality services to its

customers under existing contracts without interruption, change in rates, or other changes in

terms and conditions. As noted above, existing customers likely will benefit from the enhanced

product and service innovations developed by the combinéd company.

        The Commission‘s public interest analysis of proposed transactions requires the

Commission to balance the potential harms posed by a transaction with the potential benefits.

Under the Commission‘s "sliding seale approach" to evaluating benefit claims, "where potential

harms appear both substantial and likely...the demonstration of claimed benefits must reveal a

higher degree of magnitude and likelihood...."" However, "where potential harms appear less

likely and less substantial, the Commission will accept a lesser showing."" In contrast to the

expeéted benefits to the CWNS and C&W customers in the United States and to customers in the

wider Caribbean and Latin American region discussed above, the Transaction poses no

competitive harm.    No Liberty Global subsidiary holds submarine cable landing licenses or




5       See Applications of Cable & Wireless Communications ple and Columbus New Cayman Limited
for Transfer of Control of Cable Landing Licenses and Section 214 Authorizations, Memorandum
Opinion and Order, DA 15—307 (LB. rel. Nov. 13, 2015), at 32 (citations omitted) ("Columbus Approval
 Order‘).
6      1d.


provides the wholesale telecommunications services in the United States offered by the other

C&W subsidiaries.‘

         In sum, the proposed Transaction will improve and expand the Applicants‘ service

offerings across a broad range of services to consumers, without adversely affecting existing

customers, and will enhance competition in an already competitive market." The Transaction

therefore serves the public interest.

IV.      INEFORMATION REQUIRED BY SECTION 1.767 OF COMMISSION®S RULES

         Applicants provide the following information in support of this Application as required

by 47 C.F.R. §1.767:

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

      Licensee:         Cable and Wireless Networks Services Limited
                        9 Floor Cumberland House
                       1 Victoria Street
                       Hamilton HM11
                       Bermuda
                        Telephone: (540) 246—0495

      Transferor:      Cable & Wireless Communications ple
                       2nd Floor
                       62—65 Chandos Place
                       London, United Kingdom
                        WC2N 4HG
                       Telephone: +44(0) 207 315 4000
                       Fax: +44(0) 207 315 5211




7        Liberty Cablevision of Puerto Rico LLC, an indirect, majority—owned subsidiary of Liberty
Global, provides video and broadband communications services to customers in Puerto Rico, which
services do not overlap those provided by CWNS or other C&W licensees.                      '
8       See Columbus Approval Order for a discussion about the competitive nature of the submarine
cable capacity market in the Caribbean and Latin America.

                                                 6


Transferee:          Liberty Global ple
                     Griffin House
                     161 Hammersmith Road
                     London, United Kingdom
                     W6 8BS
                     Telephone: +44(0) 208 483—6449

(2) Place of Formation:

   Licensee: CWNS is organized under the laws of Bermuda.

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

   Transferee: Liberty Global is organized under the laws of England and Wales.

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

   For Licensee and Transferor:          Belinda Bradberry, Esquire
                                         General Counsel
                                         Cable & Wireless Communications ple
                                         Columbus Center
                                         1 Alhambra Plaza, Suite 1000
                                         Coral Gables, FL 33134
                                         Telephone: (786) 606—5416
                                         belinda.bradberry@cwe.com

          with a copy to:               Ulises R. Pin, Esquire >
                                        Brett P. Ferenchak, Esquire
                                        Morgan, Lewis & Bockius LLP
                                         2020 K Street, NW
                                        Washington, DC 20006
                                        Telephone: (202) 373—6664
                                        Fax: (202) 373—6001
                                        u.pin@morganlewis.com
                                        brett.ferenchak@morganlewis.com

   For Transferee:                      John P. Babb, Esquire
                                        Vice President, Legal
                                        Liberty Global, Inc.
                                        12300 Liberty Boulevard
                                        Englewood, CO 80112
                                        Telephone: (303) 220—6638
                                        jbabb@libertyglobal.com


                       with a copy to:         Robert L. Hoegle, Esquire
                                               Thomas F. Bardo, Esquire
                                               Nelson Mullins Riley & Scarborough LLP
                                               101 Constitution Avenue, Suite 900
                                               Washington, DC 20001
                                               Telephone: (202) 712—2816
                                               Fax: (202) 712—2836
                                               bob.hoegle@nelsonmullins.com
                                               tora.bardo@nelsonmullins.com
    (4) Description of the Cable System:

       A description of the Gemini—Bermuda Cable System is available in File No. LIC—

20070925—00017, which is incorporated by reference."

    (5) Landing points:

       A general description of the Gemini—Bermuda Cable System landing locations is

available in the original license file, which is incorporated by reference.

    (6) A Statement as to Whether the Cable Will be Operated on a Common Carrier or a
       Non—Common Carrier Basis:                                                                    '

       The Gemini—Bermuda Cable System is operated on, and will continue to operate on, a

non—common carrier basis.

    (7) Ownership Interests in the Gemini—Bermuda Cable System:

       CWNS jointly holds the Gemini—Bermuda Cable System landing license with MFS

CableCo U.S., Inc. ("Verizon Business"), which is a wholly—owned subsidiary of Verizon

Communications.     CWNS owns, operates and maintains the portion of the Gemini—Bermuda

Cable System from the U.S. territorial waters to Bermuda, including the submarine cable along

with associated repeaters and the landing station at the Bermuda end.         CWNS also owns the




°      The following indirect, wholly—owned subsidiaries of C&W own minority interests in the Pacific
Caribbean Cable Systems ("PCCS") license (SCL—LIC—20130122—00001): Cable and Wireless (British
Virgin Islands) Limited (0.6% ownership and voting interest in PCCS); Cable and Wireless (EWC)
Limited (14.8% ownership and voting interest in PCCS); and CWC WS Holdings Panama S.A. (2.6%
ownership and voting interest in PCCS).


capacity of the Gemini—Bermuda Cable System.             The Transaction will not affect Verizon

Business, the owner of the U.S. landing point of the Germini—Bermuda Cable System. 10

    (8) Certification and Ownership Information Required by Section 1.767(a)(8) of the
        Commission‘s Rules, 47 C.F.R §1.767(a)(8) Incorporating by Reference the
        Requirements of Section 63.18(h) or (0) of the Commission‘s Rules, 47 C.F.R.
        §§63.18(h) and (0):

        Section 63.18(h) —Ten Percent or Greater Shareholders:

        Following the pro forma assignment transaction discussed above, the CWNS submarine

cable landing licensewill be held by CWC New Cayman. Upon completion of the Transaction,

the following entity will hold 100% of the voting and equity interest in CWC New Cayman:

               Cable & Wireless Communications, Inc.
               1 Alhambra Plaza, Suite 1000
               Coral Gables, FL 33134
               Jurisdiction: United States
               Business: telecommunications provider
               Interest: Direct holding of 100%

        The following entity will hold 100% of the voting and equity interest in Cable &

Wireless Communications, Inc.:

               Cable and Wireless (West Indies) Limited
               2nd Floor, 62—65 Chandos Place
               London, United Kingdom WC2N 4HG
               Jurisdiction: England
               Business: Holding Company
               Interest: Direct holding of 100%




10       Verizon Business will continue to own and control: (1) the Manasquan cable landing station in
Sea Girt, New Jersey; (2) the terminal equipment located at the Manasquan cable station; (3) the
submerged portion of the Gemini Bermuda System located in the U.S. territorial waters; and (4) the
terrestrial cable located in the U.S. between the beach manhole and the Manasquan cable station.

                                                  9


        The following entity WiH hold 100% of the voting and equity interest in Cable and

Wireless (West Indies) Limited:

               CWI Group Limited
               2nd Floor, 62—65 Chandos Place
               London, United Kingdom WC2N 4HG
               Jurisdiction: England
               Business: Holding Company
               Interest: Direct holding of 100%

        The following entity will hold 100% of the voting and equity interest in CWI Group

Limited:

               Sable Holding Limited
               2nd Floor, 62—65 Chandos Place
               London, United Kingdom WC2N 4HG
               Jurisdiction: England
               Business: Holding Company
               Interest: Direct holding of 100%

       The following entity will hold 100% of the voting and equity interest in Sable Holding

Limited:

               Cable & Wireless Limited
               2nd Floor, 62—65 Chandos Place
               London, United Kingdom WC2N 4HG
               Jurisdiction: England
               Business: Holding Company
               Interest: Direct holding of 100%

       The following entity will hold 100% of the voting and equity interest in Cable &

Wireless Limited:

               Cable & Wireless Communications Limited"‘
               2nd Floor, 62—65 Chandos Place
               London, United Kingdom WC2N 4HG
               Jurisdiction: England
               Business: International Telecommunications Services
               Interest: Direct holding of 100%



U       Cable & Wireless Communications ple, a public limited company, will be converted to Cable &
Wireless Communications Limited, a limited company.

                                                 10


          The following entity will hold a 100% of the voting and equity interest in Cable &

Wireless Communications Limited:

                 Coral New UKCo. Ltd.
                 c/o Griffin House, 161 Hammersmith Road
                 London, United Kingdom W6 8BS
                 Jurisdiction: England
                 Business: Holding Company
                 Interest: Direct holding of 100%

          The following entity will hold a 100% of the voting and equity interest in Coral New

UKCo. Ltd.:

                 LGE Coral Holdeo
                 c/o Griffin House, 161 Hammersmith Road
                 London, United Kingdom W6 8BS
                 Jurisdiction: England
                 Business: Holding Company
                 Interest: Direct holding of 100%

          The following entity will hold a 100% of the voting and equity interest in LGE . Coral

Holdeco:

                 Liberty Global ple
                 Griffin House,161 Hammersmith Road
                 London, United Kingdom W6 8BS
                 Jurisdiction: England
                 Business: International cable and telecommunications services.
                 Interest: Direct holding of 100%

          Following consummation of the Transaction, the following persons and/or entities are

expected to have a shareholding greater than 10% of the voting and/or equity interest in Liberty

Global:

                 John C. Malone
                 c/o 12300 Liberty Boulevard
                Englewood, Colorado 80112
                U.S. citizen
                Interest:    Dr. Malone is expected to hold approximately 23.7% to 24.1% of the
                           voting power of the Liberty Global Group shares and approximately
                            8.2 % to 10.4% of the voting power of the Liberty Global Latin
                           America and Caribbean Group shares.

                                                11—


        Section 63.18(h) — Interlocking Directorates:

        Liberty Global does not have any interlocking directorates with foreign carriers.

        Section 1.767(a)(8)(ii) — Certification Regarding Foreign
        Carrier Status and Foreign Affiliation:

        Transferee Liberty Global is not a foreign carrier, and does not directly own a cable

landing station in any foreign country.Upon consummation of the Transaction, Liberty Global

will become affiliated with the following foreign dominant carriers, which are currently affiliated

with C&W, including entities that own or control a cable landing station in any foreign country:

                          Foreign Carrier                                         Country
 Cable and Wireless (Anguilla) Limited                               Anguilla
 Cable & Wireless Antigua & Barbuda Limited                          Antigua and Barbuda
 The Bahamas Telecommunications Company Limited                      The Bahamas
 Cable & Wireless (Barbados) Limited                                 Barbados
 Cable and Wireless (British Virgin Islands) Limited                 British Virgin Islands
 Cable and Wireless (Cayman Islands) Limited                         Cayman Islands
 Cable & Wireless Dominica Limited                                   Dominica
 CWC Cable & Wireless Communications Dominican Republic SA           Dominican Republic
 Cable & Wireless Grenada Limited                                    Grenada
 Cable & Wireless Jamaica Limited                                    Jamaica
 Cable and Wireless (West Indies) Limited                            Montserrat
 Cable & Wireless Panama S.A.                                        Panama
 CWC WS Holdings Panama S.A.                                         Panama
 Cable & Wireless (St. Lucia) Limited               |                St. Lucia
 Cable & Wireless St. Kitts & Nevis Limited                          St. Kitts and Nevis
 Cable & Wireless St. Vincent and the Grenadines Limited             St. Vincent and the Grenadines
 Cable & Wireless (Seychelles) Limited                               Seychelles                 :
 Telecommunications Services of Trinidad and Tobago Limited          Trinidad and Tobago
 Cable and Wireless (TCI) Limited                                    Turks and Caicos Islands

       Further, upon consummation of the Transaction, Liberty Global will become affiliated

with the following non—dominant foreign carriers, which are currently affiliated with C&W:"



12     None of the carriers listed in this table is listed in the Commission‘s List of Foreign
Telecommunications Carriers that are Presumed to Possess Market Power in Foreign
Telecommunications Markets.     In addition, these foreign carriers offer services in competition with
dominant foreign carriers and others. These foreign carriers each hold significantly less than a 50%
market share in the international transport market between the U.S. and their home markets in the local
access markets in the countries where they operate. Moreover, these foreign carriers do not have the

                                                  12


                          Foreign Carrier                                         Country
 Kelcom International (Antigua & Barbuda) Ltd.                         Antigua & Barbuda
 Columbus Communications Limited                                       The Bahamas
 Columbus Telecommunications (Barbados) Limited                        Barbados
 Karib Cable Inc.                                                      Barbados
 ARCOS—1 USA, Inc.                                                     Belize
 Columbus Networks Bonaire, N.V.                                       Bonaire
 Columbus Networks de Colombia, Ltda.                                  Colombia
 Columbus Networks Zona Franca Ltda.                                   Colombia
 Lazus de Colombia S.A.S.                                              Colombia
 Columbus Networks de Costa Rica S.R.L.                                Costa Rica
 Promitel Costa Rica S.A.                                              Costa Rica
 Columbus Communications Curacao N.V.                                  Curacao
 Columbus Networks Curacao, N.V.                                       Curacao
 Columbus Networks Netherlands Antilles, N.V.                          Curacao
 Columbus Networks Dominicana, S.A.                                    Dominican Republic
 Columbus Networks Centroamerica, S. de R.L.                           El Salvador
 Columbus Networks El Salvador S.A.                                    El Salvador
 Columbus Communications (Grenada) Limited                             Grenada
 Columbus Networks de Guatemala Limitada                               Guatemala
 Columbus Networks de Honduras, S. de R.L.                             Honduras
 Columbus Communications Jamaica Limited                               Jamaica
 Columbus Networks Jamaica Limited                                     Jamaica
 Columbus Networks de México S. de R.L. de C.V.                        Mexico
 Columbus Networks Nicaragua y Compaififa Limitada                     Nicaragua
 Columbus Networks de Panamgé S.R.L.                                   Panama
 Promitel Panama S.A.                                                  Panama
 Lazus Peru S.A.C.                                                     Peru
 Columbus Communications (St. Lucia) Limited                           St. Lucia
 Tele (St. Lucia) Inc.                                                 ‘St. Lucia
 Columbus Communications St. Vincent and the Grenadines                St. Vincent & The Grenadines
 Limited
 Columbus Networks International (Trinidad) Limited                    Trinidad & Tobago
 Columbus Communications Trinidad Limited                              Trinidad & Tobago
 Columbus Networks, Limited                                            Turks & Caicos
 Columbus Networks de Venezuela, S.A.                                  Venezuela

        Section 1.767(a)(8)(iih) — Certification Regarding Destination Markets:

        Liberty Global certifies that following consummation of the Transaction, other than CWC

New Cayman, Liberty will not be affiliated with providers of telecommunications services in

Bermuda, the only destination market of the Gemini—Bermuda System.



ability to discriminate against unaffiliated U.S. international carriers through the control of bottleneck
services or facilities to exercise market powerin the countries where they operate.

                                                   13


        Section 1.767(a)(8)(iv) — Demonstration Regarding WTO Status and Market Power:

        Not applicable.

        Section 63.18(0) — Certification Regarding Anti—Drug Abuse Act of 1988:

        By its signature to this application, Liberty Global hereby certifies, pursuant to

 Sections 1.2001 through 1.2003 of the Commission‘s Rules, 47 C.F.R. §1.2001—1.2003

| (implementing the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 3301), that it is not subject to a

 denial of Federal benefits pursuant to the Anti—Drug Abuse Act of 1988.

    (9) Certification of Compliance

        By its signature to this application, Liberty Global certifies that it accepts and will abide

 by the routine conditions set forth in Section 1.767(g) of the Commission‘s Rules, 47 C.FR.

 §1.767(g).




                                                  14


 V.    CONCLUSION

       For the foregoing reasons, Liberty Global and C&W respectfully submit that grant of this

Application will serve the public interest, convenience and necessity.

                                      Respectfully submitted,

                                      LIBERTY GLOBAL PLC


                                             /s/ Robert L. Hoegle
                                     Robert L. Hoegle, Esquire
                                     Thomas F. Bardo, Esquire
                                     Nelson Mullins Riley & Scarborough LLP
                                      101 Constitution Avenue, Suite 900
                                      Washington, DC 20001
                                      Telephone: (202) 712—2800
                                     bob.hoegle@nelsonmullins.com
                                     tom.bardo@nelsonmullins.com

                                      Counselfor Liberty Global ple

                                      CABLE & WIRELESS NETWORK SERVICES LIMITED
                                      CABLE & WIRELESS COMMUNICATIONS PLC


                                             /s/ Ulises R. Pin
                                     Ulises R. Pin, Esquire
                                     Brett P. Ferenchak, Esquire
                                     Morgan, Lewis & Bockius LLP
                                     2020 K Street, NW.
                                     Washington, DC 20006
                                     Telephone: (202) 373—6664
                                     Fax: (202) 373—6001
                                     u.pin@morganlewis.com
                                     brett.ferenchak@morganlewis.com

                                     Counselfor Cable & Wireless Network Service Limited and
                                     Cable & Wireless Communications ple


November 30, 2015




                                                15


CWNS Current Pre—Transaction Structure




   Cable & Wireless Communications ple
                (England)




        Cable & Wireless Limited
               (England)




          Sable Holding Limited
                 (England)




       CWC WS Holdings Limited
          (Cayman Islands)




       Cable and Wireless Network
            Services Limited
               (Bermuda)


             CWC New Cayman Limited Structure After Pro Forma Assignment




                                       CWC New Cayman Holdco
                                                Limited‘
                                            (Cayman Islands)




                                      CWC New Cayman Limited
                                         (Cayman Islands)




‘ Following completion of the first step pro forma assignment, the shareholders of CWC New Cayman Holdco
Limited ("CWC New Cayman Holdco") will hold over 50 percent of the shares of Cable & Wireless
Communications plc. Further, the Applicants expect that no single shareholder will hold a greater than 5%
interest in CWC New Cayman Holdco.


                     CWC New Cayman Limited Post—Transaction Structure


                                             Liberty Global ple
                                                 (England)




                                          LGE Coral Holdco Ltd.
                                                (England)




                                          Coral New UKCo Ltd.
                                                (England)




                                             Cable & Wireless
                                          Communications Ltd.*
                                                 (England)



                                             Cable & Wireless
                                                  Limited
                                                 (England)



                                          Sable Holding Limited
                                                 (England)




                                           CWI Group Limited
                                               (England)



                                            Cable and Wireless
                                           (West Indies) Limited
                                                 (England)



                                            Cable & Wireless
                                          Communications, Inc.
                                                 (USA)


                                            CWC New Cayman
                                                Limited
                                             (Cayman Islands)




I     Cable & Wireless Cormmunications plc, a public limited company, will be converted to Cable & Wireless
Communications Ltd., a limited company.


                                         VERIFICATION

        I, Bryan H. Hall, state that I am Executive Vice President, General Counsel and Secoretary

of Liberty Global ple, and that I am authorized to make this verificatiox} on behalf of Libesty

Global ple; that the statements regarding the Trausaction and the certifications contained in the

foregoing Federal Communication Comtnission Joint Applications for Transfer of Control of

Cable Landing License seeking consent to the transfer of control of Cable & Wireless

Communications plo and the Licensee, except as otherwise specifically attributed, are trus afid

correct to the best of my knowledge and belief,

       I declare under the penalty of perjury that the foregoing is true and correct.



                                                      gut
                                                     Bryan H. Hall
                                                     Executive Vice President, General Counsel
                                                      ~and Secretary
                                                     Liberty Clobal ple

Executed on November 30, 2015


                                        VERIFICATION

       I, Belinda Bradberry, state that I am General Counsel of Cable & Wireless

Communications, ple ("C&W"); that I am authorized to represent C&W and to make this

verification on behalf of C&W and its subsidiaries including Licensee(s); and that the statements

regarding the Transaction, C&W and Licensee(s) contained in the foregoing transfer of control

application, except as otherwise specifically attributed, are true and correct to the Best of my

knowledge and belief.

       I declare under the penalty of perjury that the foregoing is true and correct.



                                                                          Ti24~
                                                     Belinda Bradberry          fl
                                                     General Counsel            ‘
                                                     Cable & Wireless Communications ple


Executed on November 25, 2015


                                  CERTIFICATE OF SERVICE


The undersigned hereby certifies that the foregoing document was served this date upon the
following:

Marlene Dortch                                       U.S. Coordinator
Secretary                                            EB/CIP
Federal Communications Commission                    U.S. Department of State
445 12"" Street, S.W.                                2201 C Street, N.W.
Washington, DC 20554                                 Washington, DC 20520—5818
(via first class U.S. mail, postage pre—paid)        (via first class U.S. mail, postage pre—paid)

James Ball                                            Office of Chief Counsel/NTIA
International Bureau                                U.S. Department of Commerce
Federal Communications Commission                     14‘" Street and Constitution Ave., N.W.
445 12"" Street, S.W.                                Washington, DC 20230
Washington, DC 20554                                 (via first class U.S. mail, postage pre—paid)
(via electronic mail to James.Ball@fee.gov)

David Krech                                          Defense Information Systems Agency
International Bureau                                 Attn: GC/DO1
Federal Communications Commission                    6910 Copper Avenue
445 12"" Street, S.W.                                Fort Meade, MD 20755—7088
Washington, DC 20554                                 (via first class U.S. mail, postage pre—paid)
(via electronic mail to David.Krech@fee.gov)

Susan O‘ Connell
International Bureau
Federal Communications Commission
445 12"" Street, S.W.
Washington, D.C. 20554
(via electronic mail to Susan.OConnell@fec.gov)

Mindel De La Torre
International Bureau
Federal Communications Commission
445 12"" Street, S.W.
Washington, D.C. 20554
(via electronic mail to Mindel.DeLaTorre@fec.gov)

                                      (continued on next page)


Troy Tanner
International Bureau
Federal Communications Commission
445 12"" Street, S.W.
Washington, D.C. 20554                    .
(via electronic mail to Troy.Tanner@fee.gov)

Denise Coca
International Bureau
Federal Communications Commission
445 12"" Street, S.W.
Washington, D.C. 20554
(via electronic mail to denise.coc@fec.gov)



                                               Thomas F. Bardo
November 30, 2015



Document Created: 2015-11-30 15:04:54
Document Modified: 2015-11-30 15:04:54

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