Attachment Columbus SCL Transfe

This document pretains to SCL-T/C-20151130-00036 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2015113000036_1116812

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

In the Matter of




                                                        N/ N/ NZ NN NNN NNN NN NNN N
ARCOS—1 USA, Inc.
A.SurNet, Inc.
Columbus Networks USA, Inc.
        Licensees,                                                                     File No. SCL—T/C—2015

Columbus New Cayman Limited
        Transferor,

        and

Liberty Global ple
       Transferee

Application for Transfer of Control of
Cable Landing Licenses

                JOINT APPLICATION FOR TRANSFER OF CONTROL OF
                           CABLE LANDING LICENSES

        Columbus New Cayman Limited ("Columbus"‘ or "Transferor") and Liberty Global plc"

("Liberty Global”b 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),



1        Columbus is a holding company formed under the laws of the Cayman Islands. Columbus
wholly owns and controls the CFX—1 and ARCOS—1 cable systems through its direct ownership interests
in ARCOS—1 USA, Inc. ("ARCOS") and its indirect ownership interests in Columbus Networks USA,
Inc. ("CNUSA") and A.SurNet, Inc. ("ASN"), all of which hold submarine cable landing licenses
(together, the "Licensees").
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.


+


    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 the Licensees from Columbus to

    Liberty Global pursuant to a transaction described below.

           ARCOS and ASN are jointly authorized by the Commission to operate the ARCOS—1

    fiber optic cable system ("ARCOS—1 Cable") under File No. SCL—LIC—19981222—00032.

    CNUSA is authorized by the Commission to operate the CFX—1 fiber optic submarine cable

    system ("CFX—1 Cable) under File No. SCL—LIC—20070516—00008.

                                             Background

          . On November 6, 2014, Columbus International, Inc. ("CII"), and Cable & Wireless

    Communications ple ("C&W") entered into an agreement pursuant to which C&W would

acquire 100 percent of the shares of CII.       CII and C&W jointly filed an application seeking

Commission consent to the transfer of control of the Licensees from Columbus Networks,

Limited ("CNL"), an indirect, wholly—owned subsidiéry of CIH, to C&W. See Joint Application

for Transfer of Control of Cable Landing Licenses, File Nos. SCL—T/C—20141121—00013 ; SCL—

T/C—20141121—00014, filed Nov. 21, 2014 ("Joint Application"). The Joint Application stated

that the CH/C&W transaction likely would occur in a two—step process. In the first step, the

shares held by CNL in the Licensees would be transferred in a pro forma transaction to a newly—

formed company, Columbus, owned by the ultimate majofity owners and controlling parties of

CI.       In the second step, ownership and control of Columbus and the Licensees would be

transferred to C&W following Commission approval of the Joint Application.


          Consistent with the Joint Application, the first step pro forma transaction was completed

on March 31, 2015." By Order dated November 13, 2015, the Commission approved the transfer

éf control of the Licensees from Columbus to C&W.*

          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, subject to all required regulatory and

corporate approvals (the "Transaction"). Thus, because of the expecfed Transaction between

Liberty Global & C&W, the second step of the CII/C&W transaction described in the Joint

Application is not currently expected to occur.‘ Columbus and Liberty Global therefore request

approval of the transfer of control of ARCOS, ASN and.CNUSA from Columbus to Liberty

Global.

    I.    THE APPLICANTS

             A. ARCOS—1 USA, Inc. (Licensee)

                 FRN:    0008160947




3         iSee Notification of Pro Forma Transfer and Minor Amendment to Applications, File Nos. SCL—
T/C—20141121—00013; SCL—T/C—20141121—00014; ITTC—T/C—20141121—00304; ITC—T/C—20141121—
00307, filed April 14, 2015 (the "Pro Forma Notification"). As described in the Joint Application and
Pro Forma Notification, two indirect subsidiaries of CII acquired by C&W in the first step entered into
intercompany management agreements to provide day—to—day management services for the benefit of the
Licensees. However, Columbus and the Licensees retain ultimate authority and control overall 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.
4       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 (L.B. rel. Nov. 13, 2015) ("Columbus Approval Order").
5         The Transaction is subject to a number of conditions, including, without limitation, securing
shareholder approval and obtaining Commission consent for the Transaction. If such conditions are not
fulfilled, Columbus expects to consummate the second step of the CIHW/C&W transaction in accordance
with the Columbus Approval Order.


       ARCOS is incorporated under the laws of the State of Delaware and holds the license to

land and operate the ARCOS—1 Cable, jointly with ASN. ARCOS is a direct, wholly—owned

subsidiary of Columbus. Upon consummation of the Transaction, ARCOS will be an indirect,

wholly—owned subsidiary of Liberty Global.

           B. A.SurNet, Inc. (Licensee)

                  FRN: 0007436074

       ASN is incorporated under the laws of the State of Delaware and holds the license to land

and operate the ARCOS—1 Cable jointly with ARCOS.            ASN is a direct, wholly—owned

subsidiary of ARCOS. Upon consummation of the Transaction, ASN will be a Wholly-owned,

indirect subsidiary of Liberty Global.

           C. Columbus Networks USA, Inc. (Licensee)

               FRN: 0016352353

       CNUSA is incorporated under the laws of the State of Delaware and holds the license to

land and operate the CFX—1 Cable. CNUSA is a direct, wholly—owned subsidiary of ARCOS.

Upon consummation ofthe Transaction, CNUSA will be a wholly—owned, indirect subsidiary of

Liberty Global.

           D. Columbus New Cayman Limited (Trafisferor)

               FRN: 0024524399

       Columbus is a holding company organized under the laws of the Cayman Islands.

Columbus is indirectly wholly—owned by three of the previous shareholders of CII:        CVBI

Holdings (Barbados) Inc., Clearwater Holdings (Barbados) Limited, and Mr. Brendan Paddick, a

Canadian citizen.


              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.

    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 fssued

shares of C&W. Following Commission approval of this Application and all related transfer of

control applications," ownership and control of Columbus, the Licensees and the C&W licensee

subsidiaries will be transferred to Liberty Global.

III.      PUBLIC INTEREST CONSIDERATIONS

          Applicants respectfully submit that the 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 also expects that the Transaction will benefit

United States customers of the Licensees,.            Following completion of the Transaction, the

combined Liberty Global and C&W Group expect to utilize their product knowledge and




6         Applicants are filing concurrently transfer of control applications for international section 214
authorizations and other aeronautical licenses held by other Columbus subsidiaries. In addition, Liberty
Global and C&W are filing concurrently transfer of control applications for the submarine cable landing
licenses and international section 214 authorization held by other subsidiaries of C&W.

                                                     5


customer service expertise to offer innovative video products with superior broadband speeds

and seamless 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 Columbus 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 licenses (and other FCC

authorizations) held by the Licensees facilitate the provision of telecommunications services to

customers in the U.S.   Applicants expect that the Licensees‘ U.S. custofilers 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 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, the Licensees®‘ existing customers likely will benefit from the enhanced product and

service innovations developed by the combined company. The Licensees‘ existing customers

also will benefit from Liberty Global‘s expertise in the provision of video, broadband, Internet,

fixed line telephony and mobile services to customers in Europe, Latin America and Puerto Rico.

       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 sceale 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

telecommunications services in the United States offered by the Licensees."

         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.      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.F.R. §1.767:

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

      Licensees             ARCOS—1 USA, Inc.
                            15950 West Dixie Highway
                            North Miami Beach, FL 33162
                            Telephone: (786) 274—7400
                            Fax: (786) 274—7402


7        See Columbus Approval Order at 32 (citations omitted).
8        1d.
°       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 with those provided by the Licensees. Other than the Puerto Rico market, the
operations of Liberty Global and its subsidiaries do not overlap, either geographically or service—wise,
with any services provided by the Licensees.
10       See generally Columbus Approval Order for a discussion about the competitive nature of the
submarine cable capacity market in the Caribbean and Latin America.

                                                   7


                        A.SurNet, Inc.
                        15950 West Dixie Highway
                        North Miami Beach, FL 33162
                        Telephone: (786) 274—7400
                        Fax: (786) 274—7402

                        Columbus Networks USA, Inc.
                        15950 West Dixie Highway
                        North Miami Beach, FL 33162
                        Telephone: (786) 274—7400
                        Fax: (786) 274—7402

   Transferor:          Columbus New Cayman Limited
                        Floor 4, Willow House
                        Cricket Square, P.O. Box 268
                        Grand Cayman KY1—1104, Cayman Islands
                        Telephone: 242—350—8899
   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:   ARCOS, ASN and CNUSA are organized under the laws of the State of

Delaware.

      Transferor: Columbus 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 Application should be sent to:

      For Licensees and Transferor:       c/o Brendan Paddick
                                          chief executive officer
                                          Columbus Networks USA, Inc.
                                          1590 West Dixie Highway
                                          North Miami Beach, FL 33162
                                          Phone: (786) 274—7400
                                          Fax: (786) 274—7402
                                          bpaddick@columbus.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 ARCOS—1 Cable is available in File No. SCL—LIC—19981222—00032

and a description of the CFX—1 Cable is available in File No. SCL—LIC—20070516—00008. Both

files are incorporated by reference.

    (5) Landing Points:

       General descriptions of the ARCOS—1 Cable and CFX—1 Cable landing locations are

available in the original license files, which are incorporated by reference.


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

           Both the ARCOS—1 Cable and CFX—1 Cable are operated and will continue to operate on

a non—common carrier basis.

    (7) Ownership Interests in the ARCOS—1 Cable and the CFX—1 Cable:

          The ARCOS—1 Cable is owned by a consortium. ARCOS directly holds 94.87 percent of

the voting and ownership interests in the ARCOS—1 Cable. Eighteen international carriers hold

the remaining voting and ownership interests in the ARCOS—1 Cable, each with a nominal

ownership interest. ASN operates the ARCOS—1 Cable‘s landing station in North Miami Beach,

Florida.     Following completion of the Transaction, the interest of ARCOS and ASN in the

ARCOS—1 Cable and the Florida landing station will be indirectly wholly—owned by Liberty

Global.                         |                                                               |
          CNUSA wholly—owns and operates the CFX—1 Cable. CNUSA also operates the U.S.

cable landing station in Boca Raton, Florida. Following completion of the Transaction, CNUSA

will become indirectly wholly—owned by Liberty Global.

   (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.E.R.
          §§63.18(h) and (0):                          .

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

          Following completion of the Transaction, Columbus will hold a (direct or indirect) 100%

voting interest and equity interest in each of ARCOS, ASN and CNUSA. The following entity

will hold a 100% voting and equity interest in Columbus:




                                                10


                Columbus Networks, Limited
                Suite 205—207 Dowell House
                Cr. Roebuck & Palmetto Streets
                Bridgetown, Barbados
                Jurisdiction: Barbados
                Business: international telecommunications services
                Interest: Direct holding of 100%

        The following entity will hold a 100% voting and equity interest in Columbus Networks

Limited:

                Columbus TTNW Holdings Inc.
                Suite 205—207 Dowell House
                Cr. Roebuck & Palmetto Streets
                Bridgetown, Barbados
                Jurisdiction: Barbados
                Business: international telecommunications services
                Interest: Direct holding of 100%

        The following entity will hold a 100% voting and equity interest in Columbus TTNW

Holdings Inc:

                Columbus International Inc.
                Suite 205—207 Dowell House
                Cr. Roebuck & Palmetto Streets
                Bridgetown, Barbados
                Jurisdiction: Barbados
                Business: international telecommunications services
                Interest: Direct holding of 100%

        The following entity will hold a 100% voting and equity interest in Columbus

International Inc.:

                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 a 100% voting and equity interest in Sable Holding

TLimited:



                                                 11


                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 a 100% voting and equity interest in Cable & Wireless

Limited:

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

        The following entity will hold a 100% 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% 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%




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

                                                 12


        The following entity will hold a 100% voting and equity interest in LGE Coral Holdco:

                Liberty Global plce
                Griffin House, 161 Hammersmith Road
                London, United Kingdom,W6 8BS
                Jurisdiction: England
                Business: International provider of 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 securities 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 catrier, and does not directly own a cable

landing station in any foreign country."

        Section 1.767(a)(8)(iii) — Certification Regardiné Destination Markets:

        By its signature to this application, Liberty Global, certifies that following consummation

of the Transaction, one or more if its affiliates will provide international telecommunications



12      The concurrently filed Joint Application for Transfer of Control of Cable Landing License
regarding the submarine cable landing license held by C&W subsidiary Cable & Wireless Network
Services Limited lists the dominant and non—dominant foreign carriers currently affiliated with C&W
(including entities that own or control a cable landing station in any foreign country) that Liberty Global
will become affiliated with following completion of the proposed Transaction with C&W.

                                                    13


services in the following destination markets of the ARCOS—1 Cable: The Bahamas, the Turks

and Caicos Islands, the Dominican Republic, Curacao, Venezuela, Colombia, Panama, Costa

Rica, Nicaragua, Honduras, Guatemala, Belize and Mexico.

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

more of its affiliates will provide international telecommunications services in the following

destination markets of the CFX—1 Cable: Jamaica and Colombia.

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

        One ARCOS—1 destination market where a C&W affiliate currently provides and will

continue to provide international telecommunications services is not a WTO member:" The

Bahamas."* C&W has a 49% stake in The Bahamas Telecommunications Company Limited

("BTC"), which is 49% owned by the government of The Bahamas. The remaining 2% is held

in a charitable trust. BTC appears 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 provisi'on of international services to

The Bahamas, a destination market where its post—Transaction affiliated carrier has dominant
       1
status.""




13      The FCC has treated the British overseas territories as WTO Members. 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 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. Thus,
Turks and Caicos should be treated as a WTO Member for purposes of this application.
14      Although The Bahamas is not a Memberof the WTO, it has applied for membership status and its
application is pending.    The Bahamas currently holds observer status at the WTO.              See
http://www.wto.org/english/thewto_e/acc_e/al_bahamas_e.htm.
15     Post—consummation, C&W will also be affiliated with a second authorized carrier in The
Bahamas, Columbus Communications Limited, which does not have market power in Bahamas.

                                                  14


         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.F.R.

§1.767(g).

 V.      NaATIONAL SECURITY REVIEW

        | C&W and the Licensees entered into a Letter of Assurance dated September 11, 2015

("LOA"), following completion of Team Telecom‘s review of C&W‘s proposed acquisition of

the Licensees. Liberty Global and the Licensees will continue to abide by the commitments

contained in the LOA following completion of the Transaction.




                                                  15


VI.    CONCLUSION

       For the foregoing reasons, Liberty Global and Columbus respectfully submit that grant of

this Application will serve the public interest, convenience and necessity.

                                              Respectfully submitted,

                                              LIBERTY GLOBAL PLC


                                                     Is/ 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

                                             ARCOS—1 USA, INC.
                                             A.SURNET, INC.
                                             COLUMBUS NETWORKS USA, INC.
                                             COoLUMBUS NEW CAYMAN LIMITED


                                                     /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

                                             Counsel for ARCOS—1 USA, Inc., A.SurNet, Inc.,
                                             Columbus Networks USA, Inc. and Columbus New
                                              Cayman Limited

November 30, 2015




                                                16


                                 Columbus Licensees Current Structure




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




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




                                            Columbus
                                       New Cayman Limited
                                         (Cayman Islands)




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




                      Columbus >
                                                                 A.SurNet, Inc.
                  Networks USA, Inc.
                                                                   (Delaware)
                      (Delaware)




                                                                Columbus Networks
                                                                Telecommunications
                                                                 Services USA, Inc.
                                                                     (Delaware)


                          Columbus Licensees Post—Transaction Structure

                                               Liberty Global plc
                                                   (England)




                                               LGE Coral Holdco
                                                      (England)


                                            22
                                             Coral New UKCo Ltd.
                                                   (England)



                                                Cable & Wireless
                                             Communications Ltd.‘
                                                   (England)




                                            Cable & Wireless Limited
                                                      (England)

                                                          |
                                             Sable Holding Limited
                                                    (England)




                                                   Columbus
                                               International Inc.
                                                     (Barbados)



                                               Columbus TTNW
                                                    Holdings Inc.
                                                      (Barbados)


                                                          |
                                                  Columbus
                                              Networks, Limited
                                                  (Barbados)




                                            Columbus New Cayman,
                                                   Limited
                                                (Cayman Islands)
                                                          [
                                                          L                                         |
                                             ARCOS—1 USA, Inc.                               Columbus Networks,
                                                     (Delaware)                               Puerto Rico Inc.
                                                                                                (Puerto Rico)


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

                                                                                |
                                                                       Columbus Networks
                                                                       Telecommunications
                                                                        Services USA, Inc.
                                                                           (Delaware)




1
        Cable & Wireless Communications pic, a public limited company, Will be converted to Cable and
Wireless Commaunications Ltd., a limited company.


                                        VERIFICATION

        1, Bryan H. Hall, state that I am Executive Viee President, Goneval Counsol and Seerctary

of Liberty Global plc, and that I am authorized to make this verification on behalf of Liberty

Gobal pic; that the statements regarding the Transaction and the cefi.ificatiofis contained in the

foregoing Federal Communitcation Commission Joint Application for Transfer‘of Control of

Cable Landing Licenses seeking consent to the transfer of control of Columbus New Cayman

Limitéd and the Licensees, except as otherwiss specifically attributed, are true and correct to the

best of my knowledge and belief,

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


                                                      %WW
                                                     Bryan H. Hall
                                                     Exscutive Vice President, General Counsel
                                                       and Secretary
                                                     Liberty GHlobal ple

Executed on November >2, 2015


                                        VERIFICATION
       I, Brendan Paddick , state that I am the chief executive officer, of Columbus New

Cayman Limited ("Columbus"); that I am authorized to represent Columbus and its subsidiaries

including Licensee(s) and to make this verification on their behalf; that the statements regarding

the Transaction, Columbus and the Licensee(s) contained in the foregoing Federal

Communications Commission application seeking consent to the transfer of control of Columbus

and the Licensee(s), 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 i     s and correct.




                                                        ¥f executive officer

Executed on November 25, 2015


                                  CERTIEFICATE 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@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@fec.gov)

Susan O‘ Connell
International Bureau
Federal Communications Commission
445 1728" 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 nextpage)


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

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


                                               @W’L yf/gflvaéu
                                                Thomas F. Bardo
November 30, 2015



Document Created: 2015-11-30 17:03:22
Document Modified: 2015-11-30 17:03:22

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