Attachment CW PCCS SCL Transfer

This document pretains to SCL-T/C-20151130-00034 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2015113000034_1116784

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

In the Matter of




                                                          NJ NNXA NLZNLZ NA NLZ N2z NLZNLZZ NZZ NC NX 82\2 NAz
Cable and Wireless (British Virgin Islands) Ltd.
Cable & Wireless (EWC) Limited
CWC WS Holdings Panama S.A.!.
        Licensees,                                                                                               File No. SCL—T/C—2015

Cable & Wireless Communications ple
        Transferor,

        and

Liberty Global plc
       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


1       CWC WS Holdings Panama S.A. ("CWC Panama") is the assignee of all Cable & Wireless Panama
S.A.‘s ("Cable and Wireless Panama") rights, title and interest in several international cable systems, including
the PCCS Cable System (as defined below). The assignment was completed on April 1, 2014. Each of CWC
Panama and Cable & Wireless Panama are indirect subsidiaries of Cable & Wireless Communications ple. As
such, the assignment of Cable & Wireless Panama‘s interest in the PCCS Cable System to CWC Panama was
entirely pro forma. Moreover, CWC Panama‘s ownership interest in the PCCS Cable System is less than 5%
and thus, not required to be disclosed or licensed under Section 1.767(h) of the Commission‘s rules (47 C.F.R.
§ 1.767(b)). In any event, CWC Panama respectfully requests that the Commission update its records to
reflect CWC Panama as the assignee of all of Cable & Wireless Panama‘s interest in the PCCS Cable System.
2       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.
>       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


 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. §301, and

 Section 1.767 of the Rules of the Federal Communications Commission ("Commission"), 47 C.F.R.

 §1.767, request approval for the transfer of control of C&W‘s indirect subsidiaries Cable and

 Wireless (British Virgin Islands) Ltd. ("Cable and Wireless BVI"), Cable & Wireless EWC (Limited)

 ("Cable & Wireless EWC") and CWC Panama (together, the "Licensees") from C&W to Liberty

 Global.               |

           The Licensees are members of the consortium that holds the license for the Pacific Caribbean

 Cable System ("PCCS Cable System") (SCL—LIC—20130122—00001).                    The Licensees hold the

 following ownership and voting interests in the PCCS license:          Cable and Wireless BVI (0.6%);

 Cable & Wireless. EWC (14.8%); and CWC Panama (2.6%). 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").


I.         THE APPLICANTS

              A. Cable and Wireless (British Virgin Islands) Ltd. (Licensee)

                  FRN: 0022340699

           Cable and Wireless BVI is organized under the laws of the British Virgin Islands and is a

licensee in the PCCS Cable System. Cable and Wireless BVI is an indirect, wholly—owned subsidiary

of C&W.


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.


            B. Cable & Wireless EWC (Limited)

                FRN: 0022340715

         Cable & Wireless EWC is organized under the laws of the British Virgin Islands and is a

licensee in the PCCS Cable System. Cable & Wireless EWC is an indirect, wholly—owned subsidiary

of C&W.

            C. CWC WS Holdings Panama S.A.

                FRN: 0025084971

         CWC Panama is organized under the laws of Panama and is a licensee in the .PCCS Cable

System. CWC Panama is an indirect, wholly—owned subsidiary of C&W.

            D. 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.

            E. Liberty Global ple (Transferee)

               FRN: 0025075649

         Liberty Global is a publicly—listed company 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.

 IL      THE PROPOSED TRANSACTION
         On Noverhber 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 proposed Transaction will take place in a two—step

process.

        In the first step, the Licensees‘ ownership and other interests in the PCCS Cablé System and

the. international Section 214 authorization held by another C&W subsidiary, Cable & Wireless

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

newly—incorporated company, CWC New Cayman Limited CCWC New Cayman").                             CWC New

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

Limited ("CWC New Cayman Holdco"). Because CWC New Cayman Holdco 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 interests held by the Licensees to

CWC New Céyman and will file a minor amendment to this Application to identify 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.




4       Following completion of the first step, the shareholders of CWC New Cayman Holdeco will hold a
majority of the shares of C&W. Thus, after the first step of the Transaction, C&W majority holders will retain
de jure control of the Licensees. Moreover, C&W*s controlling shareholders would continue to have de facto
control of the Licensees. There would be no actual change of control of the Licensees in the first step of the
Transaction, and that step would be entirely proforma under the Commission Rules.
5         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.


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 Arfierican 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. 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 Transaction will 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 Licensees‘ interests in the PCCS Cable System, and the FCC authorizations held by

other C&W licensee subsidiaries, facilitate the provision of telecommunications services to

customers in the U.S. Applicants expect that the U.S. customers of C&W‘s licensee subsidiaries will

experience network, 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 the Licensees‘

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, the Licensees will continue to provide high—quality services to their 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 thé combined 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 expected benefits to the

Licensees‘ 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 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.




6       See Applications of Cable & Wireless Communications plc and Columbus New Cayman Limitedfor
Transfer of Control of Cable Landing Licenses and Section 214 Authorizations, Memorandum Opinion and
Order, DA 15—307 (L.B. rel. Nov. 13, 2015), at 32 (citations omitted) ("Columbus Approval Order").
7      Id.
8       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 the Licensees or other C&W licensee subsidiaries.
°       See Columbus Approval Order for a discussion about the competitive nature of the submarine cable
capacity market in the Caribbean and Latin America.


IV.      INFORMATION REQUIRED BY_SECTION 1.767 OF COMMISSION‘S RULES

         Applicants provide the following information in support of this Application as required by 47

C.ER. §1.767;

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

      Licensees:       Cable and Wireless (British Virgin Islands) Limited
                       Palestina Estate, Road Town
                       Tortola, British Virgin Islands

                       Cable & Wireless (EWC) Limited
                       Craigmuir Chambers, Road Town
                       Tortola, British Virgin Islands

                       CWC WS Holdings Panama S.A.
                       Plaza International, Via Espana
                       Apartado 0834—00659, Zona 9A
                       Panama City, Panama

   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

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

   (2) Place of Formation:

         Licensees: Cable and Wireless BVI and Cable & Wireless EWC are organized under the laws

of the British Virgin Islands. CWC Panama is organized under the laws of Panama.

         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 Licensees 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
                                          tom.bardo@nelsonmullins.com
   (4) Description of the Cable System:

       A description of the PCCS Cable System is available in File No. LIC—20130122—0001, which

is incorporated by reference.


    (5) Landing points:

        A general description of the PCCS 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 PCCS Cable System is operated on, and will continue to operate on, a non—common

carrier basis.

    (7) Ownership Interests in the PCCS Cable System:

        Cable and Wireless BVI owns and operates the cable landing station in Tortola, British Virgin

Islands. Cable and Wireless BVI has a 100% oWnership interest in the British Virgin Islands and

British Virgin Islands waters and a 0.6% ownership and voting interest in the PCCS license. Cable

and Wireless EWC has a 14.8% ownership and voting interest in the PCCS license and no ownership

interest in either a cable landing station or segment of the PCCS Cable System. CWC Panama owns

and operates the cable landing stations in Maria Chiquita, Panama, and Balan, Panama, and has a

33.33% interest in the existing terrestrial segment between the landing stations. CWC Panama has a

100% ownership interest in Panama and Panamanian waters and a 2.6% ownership and voting

interest in the PCCS license.




10     The following entities also hold ownership interests in the PCCS Cable System: (1) Servicio Di
Telecommunicacion Di Aruba N.V. owns and operates the cable landing station at Hudishibana, Aruba, and
has 100% ownership in Aruba and Aruban waters and an 11.3% ownership and voting interest in the PCCS
license; (2) Cable Andino Inc. has a 17.5% ownership and voting interest in the PCCS license; (3) Cable
Andino USA, Inc. has a 5.6% ownership and voting interest in the PCCS license; (4) Cable Andino S.A.
Corporandino owns 50% of the cable landing station in Manta, Ecuador, and a 20% interest in the segment
between the Balboa, Panama, and Manta, Ecuador cable landing stations and has a 4.5% ownership and voting
interest in the PCCS license; (5) Telefonica International Wholesale Services America S.A. has a 28.3%
ownership and voting interest in the PCCS license; (6) Telefonica International Wholesale Services USA, Inc.
owns and operates the cable landing station in Jacksonville, Florida, and has 100% ownership in the U.S. and
U.S. waters and an 0.8% ownership and voting interest in the PCCS license; (7) Telefonica International
Wholesale Services Puerto Rico, Inc. owns and operates the cable landing station in San Juan, Puerto Rico,
and has 100% ownership in the territorial United States and U.S. waters; (8) Telefonica International


    (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 Licensees‘ interests in

the PCCS Cable System will 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 Votihg and equity interest in Cable & Wireless

Communications, Inc.:

                Cable and Wireless (West Indies) Limited
                2"" 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 and Wireless

(West Indies) Limited:

                CWI Group Limited
                2"" Floor, 62—65 Chandos Place
                London, United Kingdom WC2n 4HG
                Jurisdiction: England
                Business: Holding Company
                Interest: Direct holding of 100%



Wholesale Services Colombia S.A. has the rights to operate the Cartagena, Colombia, cable landing station
which is owned by its affiliate Colombia Telecomunicaciones, S.A., ESP; and (9) Antelecom N.V. has a
14.0% ownership and voting interest in the PCCS license. The interests of these entities will not be affected
by the Transaction.

                                                     10


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

                 Sable Holding Limited
                2"" 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
                2"" 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"‘
                2"" 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

 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%




11
         Cable & Wireless Communications ple, a public limited company, will be converted to Cable &
 Wireless Communications Limited, a limited company.

                                                    11


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

Ltd.:

                 LGE Coral Holdco
                 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 Holdeo:

                 Liberty Global plc
                 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 greatér than 10% of the voting and/or equity interest of 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.

          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




                                                     12


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. 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:"

                             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

12
        None of the catrriers 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 ability to discriminate against unaffiliated U.S.
international carriers through the control of bottleneck services or facilities to exercise market power in the
countries where they operate.


                                                      13


                          Foreign Carrier                                           Country
 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 Compafiia Limitada                     Nicaragua
 Columbus Networks de Panama 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 Limited       St. Vincent & The Grenadines
 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)(iii) — Certification Regarding Destination Markets:

        Liberty Global certifies that following consummation of the Transaction, one or more of

C&W‘s affiliates will provide international telecommunications services in the following destination

markets of the PCCS Cable System: British Virgin Islands, Colombia and Panama.

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

        One PCCS Cable System destination market where a C&W affiliate currently provides and

will provide international services is not a WTO member: British Virgin Islands. However, the FCC

has consistently treated the British overseas territories as WTO Members."         Thus, the British Virgin

Islands should be treated as a WTO Member for purposes of this application.




13     See, eg., Letter from Robert E. Dalton, Assistant Legal Adviser for Treaty Affairs, United States
Department of State, to Rebecca Arbogast, Chief, Telecommunications Division, International Bureau, Federal

                                                    14


        C&W affiliates in the British Virgin Islands and Panama are classified as dominant and

appear on the FCC‘s "List of Foreign Carriers that are Presumed to Possess Market Power in Foreign

Telecommunications Markets," DA 07—233, January 26, 2007.

       Liberty Global certifies that it will comply with the dominant carrier safeguards of Sections

63.10(c) and (e) of the Commission‘s Rules in the provision of international services to the British

Virgin Islands and Panama, destination markets where its post—Transaction affiliated carriers will

have dominant status.

       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.FER. §1.2001—1.2003 (implementing the

Anti—Drug Abuse Act of 1988, 21 U.S.C. § 3301), that it is not subjeét 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.F.R. §1.767(g).

In addition, Liberty Global certifies that it accepts and will abide by the reporting requirements of

Section 1.767(1) of the Commission‘s Rules, 47 C.F.R. §1.767(1), for each of the U.S.—British Virgin

Islands and U.S.—Panama routes.




Communications Commission (Feb. 16, 2000), at 1, cited in In the Matter of Cable & Wireless USA, Inc.,
Order, Authorization and Certificate, File No. ITC—214—19990709—00412, rel. Feb. 18, 2000, at [ 7, n. 14.

                                                   15


 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 AND WIRELESS (BRITISH VIRGIN ISLANDS) LTD.
                                      CABLE & WIRELESS (EWC) LIMITED
                                      CWC Wws HOLDINGS PANAMA S.A.
                                      CABLE & WIRELESS COMMUNICATIONS PLC
                                             /s/ Ulises R. Pin
                                     Ulises R. Pin, Esquire
                                     Brett P. Ferenchak, Esquire
                                     Morgan, Lewis & Bockius LLP
                                      2020 K Street, N.W.
                                     Washington, DC 20006
                                     Telephone: (202) 373—6664
                                     Fax: (202) 373—6001
                                     u.pin@morganlewis.com
                                     brett.ferenchak@morganlewis.com

                                      Counsel for Cable and Wireless (British Virgin Islands) Ltd.,
                                      Cable & Wireless (EWC) Limited, CWC WS Holdings Panama
                                     S$.A., Cable & Wireless Communications ple



November 30, 2015




                                                  16


              Pre—Transaction Structure of PCCS Cable System Licensees




                                                              Cable & Wireless Communications ple
                                                                            (England)




                                                                    Cable & Wireless Limited
                                                                           (England)




                                                                      Sable Holding Limited
                                                                            (England)




                                                                       CWI Group Limited
                                                                           (England)

           CWC WS Holdings Cayman Ltd.
                (Cayman Islands)

                                                             Cable and Wireless (West Indies) Limited
                                                                            (England)




CWC WS Holdings                                                         Cable and Wireless
                          Cable and Wireless (EWC) Limited
  Panama S.A.                                                    (British Virgin Islands) Limited
                                (British Virgin Islands)
    (Panama)                                                          (British Virgin Islands)


             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 ple. 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)




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


                                         VERIFICATION

       I, Bryan H. Hall, state that I ain Executive Vice President, General Counsel and Secretary

of Liberty Global ple, and that I arm authorized to make this verification on behalf of Liberty

Global plc; that the statements rcgarding the Transaction and the certifications contained in the

foregoing Federal Communication Commission Joint Application for Transfer of Control of

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

Communications ple and the Licensees, 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.


                                                        ,%«H’W
                                                     Bryan H. Hall
                                                     Executive Vice President, General Counsel
                                                       and Secretary
                                                     Liberty Global plc

Executed on November £0, 2015


                                          VERIFICATION                                               |
                                                                                                     |
                                                                                                     I
                                                                                                      |
                                                                                                     |
         I, Belinda Bradberry, state that I am General Counsel of Cable & Wireless                   ;|
                                                                                                     I
                                                                                                     |
                                                                                                     S
                                                                                                     %
 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.



                                                                            Thz2*>
                                                       Belinda Bradberry     L/j
                                                       General Counsel
                                                       Cable & Wireless Communications ple


 Executed on November 25, 2015


                                  CERTIFICATE OF SERVICHE


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.
445 128" Street, S.W.                                Washington, DC 20230
Washington, DC 20554                                 (via first class U.S. mail, postage pre—paid)
(via electronic mail to James.Ball@fec.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@fcec.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 nextpage)


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


                                                %%M
                                                Thomas F. Bardo

November 30, 2015



Document Created: 2015-11-30 15:30:35
Document Modified: 2015-11-30 15:30:35

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