LG CWC Pro Forma Not

NOTICE submitted by Liberty Global plc

Notice of Pro Forma Assignment and Minor Amendment

2016-01-18

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

IBFS_SCLTC2015113000034_1122918

Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of Nt Nt Nt hst Nt Nt Nt Nt Nt Nt Nt Nt No Ned Nt N2) Nt N/ N2 N N2 N N2 Cable & Wireless Network Services Limited Cable and Wireless (British Virgin Islands) Ltd. File No. SCL—T/C—20151130—00033 Cable & Wireless (EWC) Limited File No. SCL—T/C—20151130—00034 CWC WS Holdings Panama S.A. Licensees, Cable & Wireless Communications plc Transferor, And Liberty Global plce ‘ Transferee Applications for Transfer of Control of Cable Landing Licenses Cable & Wireless Communications, Inc. File No. ITC—T/C—20151130—00291 Application for Transfer of Control Of International Section 214 Authority NOTIFICATION OF PRO FORMA ASSIGNMENT AND MINOR AMENDMENT TO APPLICATIONS Cable & Wireless Communications plc ("C&W"), Cable & Wireless Network Services Limited ("CWNS"), Cable and Wireless (British Virgin Islands) Ltd. ("Cable and Wireless BVI"), Cable & Wireless (EWC) Limited ("Cable & Wireless EWC"), CWC WS Holdings Panama S.A. ("CWC Panama"), Cable & Wireless Communications, Inc. ("CWCI") and Liberty Global plc ("Liberty Global," and together with C&W, CWNS, Cable and Wireless BVI, Cable & Wireless EWC, CWC Panama and CWCI, the "Applicants"), through their undersigned counsel, hereby submit this: (1) Notification of Pro Forma Assignment, pursuant to Sections 1.767(g)(7) and 63.24(f) of the Commission‘s Rules (47 C.F.R. §§1.767(g)(7) and

63.24(f)); and ‘(2) minor amendment to the above—captioned transfer of control applications (collectively, the "Applications") to incorporate the new licensee and transferor entities resulting from the pro forma assignment transaction described below. BACKGROUND On November 30, 2015, the Applicants filed the Applications seeking Commission consent to the transfer of control of CWNS, Cable and Wireless BVI, Cable & Wireless EWC, CWC Panama and CWCI (collectively, "Licensees") from C&W to Liberty Global. As set forth in the Applications, 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 ("Transaction"). The Applications further stated that the Transaction would take place in a two—step process. In the first step, the submarine cable landing licenses and the international section 214 authorization held by the Licensees, and the associated U.S.—regulated assets and business, would be assigned to a newly—incorporated entity, CWC New Cayman Limited ("CWC New Cayman"). CWC New Cayman then would be transferred to a newly—incorporated holding company, CWC New Cayman Holdco Limited ("CWC New Cayman Holdco") ("First Step").‘ In the second step of the Transaction, following Commission approval of the amended Applications and related transfer of control applications‘ filed with the Commission, indirect ownership and control of CWC New Cayman will be transferred to Liberty Global. ‘ In their Applications, the Applicants noted that they would notify the Commission of the pro forma assignment of the assets and licenses held by the Licensees to CWC New Cayman and file the instant minor amendment to the Applications. _ * The file numbers for the related transfer of control applications submitted in connection with the Transaction are: SCL—T/C—20151130—00035; SCL—T/C—20151130—00036; ITC—T/C— 20151130—00281; ITC—T/C—20151130—00282 and 0007040208. ‘ 2

Notification of Pro Forma Assignment vand Amendment to Applications Applicants hereby: (1) notify the Commussion that the pro forma First Step occurred on December 17, 2015; and (2) amend the Applications to incorporate CWC New Cayman as the new Licensee and CWC New Cayman Holdco as the new transferor for purposes of the Applications. Applicants respectfully submit that the First Step constitutes a pro forma assignment of the submarine cable landing licenses and international section 214 authorization previously held | by the Licensees under the definitions set forth in Section 63.24 of the Commission‘s Rules (47 C.E.R. §63.24). Following completion of the First Step, CWC New Cayman Holdco, the parent company of pro forma assignee CWC New Cayman, is owned by shareholders holding a majority of the shares of C&W. Thus, C&W majority shareholders retain de jure control of CWC New Cayman and continue to exercise control over CWC New Cayman. The Boards of Directors of CWC New Cayman and CWC New Cayman Holdco are comprised of C&W shareholders. CWC New Cayman has entered into a Management‘ and Services Agreement ("Agreement") with C&W and CWCI to provicie certain management services for the benefit of CWC New Cayman. CWC New Cayman retains ultimate authority and control over all regulated aspects of CWC New Cayman‘s U.S. business, including having appropriate staff in place to oversee and supervise the provision of management services by C&W and CWCL 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 requested in Sections 63.18(a) through (d) and (h) of the Commission‘s Rules (47 C.F.R. §63.18(a)—(d) & (h)):

(1) Name, address and telephone number of parties: Pro Forma Assignors: Cable and Wireless Network Services Limited (and previous Licensees 9" Floor Cumberland House under the Applications) 1 Victoria Street Hamilton HM11 Bermuda Telephone: (540) 246—0495 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 Cable & Wireless Communications, Inc. 1 Albhambra Plaza, Suite 1000 Coral Gables, FL 33134 Pro Forma Assignee: CWC New Cayman Limited (and new Licensee Walkers Corporate Limited under the Applications) Cayman Corporate Centre 27 Hospital Road — George Town, Grand Cayman KY1—9008 Cayman Islands New Transferor CWC New Cayman Holdco Limited under the Applications: Walkers Corporate Limited Cayman Corporate Centre 27 Hospital Road George Town, Grand Cayman KY1—9008 Cayman Islands Transferee: Liberty Global ple Griffin House 161 Hammersmith Road — London, United Kingdom W6 8BS Telephone: +44(0) 208 483—6449 4

(2) Place of Formation: Pro Forma Assignors: CWNS is organized under the laws of Bermuda. 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. CWCI is organized under the laws of the Cormmonwealth of Virginia. Pro Forma Assignee: CWC New Cayman is organized under the laws of the Cayman Islands. New Transferor: CWC New Cayman Holdeo is organized under the laws of the Cayman Islands. Transferee: Liberty Global is organized under the laws of England and Wales. (3) Correspondence concerning this Notification/Amendment should be sent to: For Pro Forma Assignee c/o Mr. Brendan Paddick New Licensee and CWC New Cayman Limited New Transferor: Walkers Corporate Limited Cayman Corporate Centre 27 Hospital Drive George Town, Grand Cayman KY1—9008 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—6000 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 Ave, NW, Suite 900 Washington, DC 20001 Telephone: (202) 712—2816 Fax: (202) 712—2836 bob.hoegle@nelsonmullins.com tom. bardo@nelsonmullins.com (4) Description of Cable Systems and International Licenses Held by Licensees: CWNS is the licensee of the Gemini—Bermuda Cable System. Cable and Wireless BVI, Cable & Wireless EWC and CWC Panama hold interests in the Pacific Caribbean Cable System ("PCCS Cable System"). A description of the Gemini—Bermuda Cable System is on file with the Commission under FCC File No. SCL—LIC—20070925—00017, and a description of the PCCS Cable System is on file with the Commission under FCC File No. SCL—LIC— 20131022—00001. Both licenses are incorporated by reference herein. CWCI is authorized to provide global, facilities—based and resale services pursuant to its international Section 214 authorization issued by the Commission under FCC File No. ITC— 214—20100512—00191, which is incorporated by reference herein. (5) Ownership Information: The corporate structure charts attached hereto as Exhibit 1 depict the Licensees‘ ownership structures before completion of the First Step of the Transaction. As depicted in Exhibit 2 hereto, following completion of the First Step, CWC New Cayman is wholly—owned by CWC New Cayman Holdco. As stated above, the shareholders of CWC New Cayman Holdco hold a majority of the shares of C&W. No single shareholder holds a greater than 5 percent direct or indirect interest in CWC New Cayman Holdco.

The corporate structure chart attached hereto as Exhibit 3 depicts the ownership structure of CWC New Cayman following cdmpletion of the Second Step. The following entity will hold 100% of the voting and equity interest in CWC New Cayman following completion of the Second Step: Cable & Wireless Communications, Inc. 1 Albambra 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% The following entity will 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% 7

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% 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% ° Cable & Wireless Communications ple, a public limited company, will be converted to Cable & Wireless Communications Limited, a limited company. 8

The following entity will hold a 100% of the voting and equity interest in LGE Coral Holdeo: Liberty Global plce 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 Voting 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 Latin America and Caribbean Group shares. These holdings of Dr. Malone would result in his holding approximately 22% of the voting power of Liberty Global ple. Equity Interest: Dr. Malone is expected to hold shares representing an equity interest of approximately 3.4% to 4% in the Liberty Global Group and approximately 0.9% to 3.3% in the Liberty Latin America and Caribbean Group. These holdings of Dr. Malone would result in an equity interest of approximately 3.5% in Liberty Global plc. There are no int.erloycking directors to report. *k k *# Applicants certify that the First Step was pro forma as defined under 47 C.F.R. §63.24 and did not result in él change in the ultimate control of CWC New Cayman. Neither de jure nor de facto control of CWC New Cayman will be transferred to Liberty Global in connection with the Transaction until the Commission grants the Applications. 9

CONCLUSION For the foregoing reasons, Applicants respectfully request that the Commission: (1) update its license files to reflect completion of the First Step; and (2) amend the Applications to incorporate CWC New Cayman as the Licensee and CWC New Cayman Holdco as the Transferor under the Applications. 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, NW, Suite 900 Washington, D.C. 20001 Telephone: (202) 712—2800 bob.hoegle@nelsonmullins.com tom. bardo@nelsonmullins.com Counsel for Liberty Global plc CWC NEW CAYMAN HOLDCO LIMITED CWC NEW CAYMAN LIMITED /s) Ulises R. Pin Ulises R. Pin, Esquire Brett P. Ferenchak, Esquire Morgan, Lewis & Bockius LLP 202 K. Street, N.W. Washington, D.C. 20006 Telephone: (202) 373—6664 Fax: (202) 373—6001 u. pin@morganlewis.com bret. ferenchak@morganlewis.com Counsel CWC New Cayman Holdco Lzmzz‘ed and CWC New Cayman Limited January 15, 2016 10

VERIFICATION I, Bryan H. H_all, state that I am.Executive Vice President, General Counsel and Secretary of Liberty Global plc; and that I am authorized to make this verification on behalf of Liberty Global plc; that the statements contained in the foregoing Notification ofPro Forma Assignment énd Minor Amendment to Applications, except as otherwise specifically attributed, are true and correct to the best of my knowledge and belief; and that the First Step described therein was pro forma under the Commission‘s Rules. I declare under the penalty of perjury that the foregoing is true and correct. hm K ME BryafijH. Hall Executive Vice President, General Counsel and Secretary Liberty Global plc Executed on January i5, 2016

YVERIFICATION I, Brendan Paddick, state that I am Director of CWC New Cayman Limited; that I am authorized to make this verification on behalf of CWC New Cayman and CWC New Cayman Holdco Limited; that the statements contained in the foregoing Notification of Pro Forma Assignment and Minor Amendment to Applications, except as otherwise specifically attributed, are true and correct to the best of my knowledge, information, and belief; and that the First Step described therein was pro forma under the Commission‘s Rules. I declare under the penalty of perjury that the foregoing is true and correct. Brendan Paddick Director CWC New Cayman Limited Executed on January 15, 2016

Exhibit 1—A CWNS Structure Prior to First Sfep 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) 13

Exhibit 1—B Cable and Wireless BVI, Cable & Wireless EWC and CWC Panama Structure Prior to First Step Cable & Wireless Communications ple (England) Cable & Wireless Limited (England) Sable Holding Limited (England) CWI Group Limited {England) CWC WS Hoildings 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) 14

Exhibit 1—C CWCI Structure Prior to First Step Cable & Wireless Communications ple (England) Cable & Wireless Limited (England) Sable Holding Limited (England) CWI Group Limited (England) Cable and Wireless (West Indies) Limited (England) Cable & Wireless Communications, Inc. (Delaware) 15

Exhibit 2 CWC New Cayman Structure After First Step CWC New Cayman Holdco Limited‘* (Cayman Islands) CWC New Cayman Limited (Cayman Islands) * Following completion of the pro forma First Step, the shareholders of CWC New Cayman Holdco Limited ("CWC New Cayman Holdco") hold over 50 percent of the shares of Cable & Wireless Communications plc. Further, no single shareholder holds a greater than 5% direct or indirect interest in CWC New Cayman Holdco. & 16

Exhibit 3 CWC New Cayman Structure After Second Step Liberty Global plc (England) LLGE 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) ! Cable & Wireless Communications plc, a public limited company, will be converted to Cable & Wireless Coramunications Limited, a limited company. 17


Document Created: 2016-01-18 16:48:03
Document Modified: 2016-01-18 16:48:03
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