Attachment GTT_Hibernia Atlanti

This document pretains to SCL-T/C-20161111-00021 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2016111100021_1158040

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of the Application of ) ) Murosa Development S.a.r.l., ) Transferor, ) ) Hibernia Atlantic U.S. LLC ) WC Docket No. 16-_______ Licensee ) ) IB File No. ______________ and ) ) SCL File No. ____________ GTT Communications, Inc. ) Transferee ) ) For Grant of Authority to Complete a Transfer of Control ) of a Company Holding International Section 214 Authority, ) Domestic Section 214 Authority, and a Submarine Cable ) Landing License Pursuant to Section 214 of the ) Communications Act of 1934, as Amended ) JOINT DOMESTIC AND INTERNATIONAL APPLICATION Murosa Development S.a.r.l. (“Murosa”), Hibernia Atlantic U.S. LLC (“HB Atlantic”), and GTT Communications, Inc. (“GTT”) (collectively, the “Applicants”) hereby respectfully re- quest authority, pursuant to Section 214 of the Communications Act of 1934, as amended (the “Act”),1 and Sections 1.767, 63.03, 63.04 and 63.24 of the Federal Communications Commission’s (“Commission”) Rules,2 to transfer control of HB Atlantic to GTT. 1 47 U.S.C. §214. 2 47 CFR §§ 1.767, 63.03, 63.04, 63.24(e). 1

As discussed in more detail below, the Applicants have entered into an agreement pursuant to which GTT will acquire all of the issued and outstanding shares, and therefore the control, of Hibernia NGS Limited (“HB NGS”), HB Atlantic’s parent, and each of HB NGS’ subsidiaries.3 HB NGS is the direct parent and sole member of HB Atlantic. Therefore, this transaction will result in a transfer of control of HB Atlantic, holder of both domestic and international Section 214 authority and a submarine cable landing license. The transaction will not result in any loss or impairment of service for any HB Atlantic customer and will have no adverse effect upon compe- tition in the United States, or abroad. Indeed, as a result of the proposed transaction, HB Atlantic will enjoy access to the financial resources of GTT and its subsidiaries as well as greater opportu- nities to collaborate on international communications ventures. Consequently, although the trans- action will result in a change in the ultimate ownership of HB Atlantic, the Commission should find that the transaction will serve the public interest. Pursuant to Section 63.04(b) of the Commission’s Rules,4 the Applicants are filing a com- bined domestic and international application for the proposed transfer of control of HB Atlantic. The Applicants provide below the information required by Section 63.24(e)(2) of the Commis- sion’s Rules.5 Exhibit A provides the additional information requested by Section 63.04(a)(6) through (a)(12) of those Rules.6 3 As detailed below, Murosa owns the majority of the shares of HB NGS, and one other en- tity, Columbia Ventures Corporation, (“CVC”) owns the remainder. 4 47 C.F.R. § 63.04(b). 5 47 C.F.R. § 63.24(e)(2). 6 47 C.F.R. § 63.04(a)(6)-(12). 2

Applicants also hereby seek authority to transfer the submarine cable landing license held by HB Atlantic pursuant to Section 1.767(a)(11) of the Commission’s Rules.7 Exhibit B provides the additional information requested by Section 1.767(a)(1) through (a)(3) and (a)(8) through (a)(9) of those Rules.8 I. THE APPLICATION QUALIFIES FOR STREAMLINED PROCESSING The Applicants respectfully request streamlined treatment for this Application, pursuant to Sections 63.03 and 63.12 of the Commission’s Rules.9 This Application is eligible for streamlined processing pursuant to Section 63.03 because, immediately following the transaction, GTT and its affiliates, including HB Atlantic, (i) will have a market share in the interstate, interexchange mar- ket of less than 10 percent; and (ii) will provide information services, competitive telecommuni- cations services and exchange access services (if at all) exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction. Finally, neither GTT nor HB Atlantic nor their respective affiliates are regulated as dominant with respect to any service. The Application qualifies for streamlined processing pursuant to Section 63.12 because the transaction will not create new foreign carrier affiliations for HB Atlantic in any destination market that is not a World Trade Organization (“WTO”) Member country. Moreover, with respect to those destination markets, HB Atlantic qualifies for a presumption of non-dominance under §63.10(a)(3). Post-close, HB Atlantic will be affiliated with the following foreign carriers which are wholly-owned subsidiaries of GTT: (1) GTT EMEA, Ltd., a United Kingdom entity; (2) Tinet 7 47 C.F.R. § 1.767(a)(11). 8 47 C.F.R. § 1.767(a)(1)-(3), (8)-(9) 9 47 C.F.R. §§ 63.03, 63.12. 3

S.pA, an Italian entity; (3) Tinet GmbH, a German entity; and (4) GTT Communications HK Lim- ited, a Hong Kong entity, which operate in the following destination markets: Austria, Belgium, Bulgaria, Canada, Denmark, France, Germany, Hong Kong, Ireland, Italy, Netherlands, Poland, Romania, Spain, Sweden, Switzerland and the United Kingdom. HB Atlantic is currently affiliated with (and post-close will continue to be affiliated with) Hibernia Atlantic Communications (Canada) Company, Hibernia Atlantic Cable System Lim- ited, Hibernia Atlantic (UK) Limited, Hibernia Media (UK) Limited, Hibernia Atlantic (Singa- pore) Private Limited, Hibernia Networks (Netherlands) B.V., Hibernia Express (Ireland) Limited, Hibernia Express (Canada) Limited and Hibernia Express (UK) Limited (collectively, the “Hibernia Foreign Carrier Affiliates”), all of which are either direct or indirect wholly-owned subsidiaries of Hibernia NGS.10 Hibernia Atlantic Cable System Limited, Hibernia Atlantic (UK) Limited and Hibernia Atlantic Communications (Canada) Company, along with HB Atlan- tic, have ownership interests in the Hibernia Atlantic cable system, a submarine cable network currently extending between the U.S., Canada, the U.K., and the Republic of Ireland.11 HB At- lantic holds 100% ownership of the United States portion of this cable system. The Hibernia Foreign Carrier Affiliates, individually and collectively, do not have market power in any of the 10 Hibernia Express (Ireland) Limited, Hibernia Express (Canada) Limited and Hibernia Ex- press (UK) Limited (“Hibernia Submarine Cable Affiliates “) have ownership interests in the Hibernia Express cable system, a submarine cable network currently extending be- tween Canada, the U.K., and the Republic of Ireland. In conjunction with the services they provide between the U.S., Canada, the U.K. and Ireland, the Hibernia Submarine Cable Affiliates also provide service in Belgium, France, the Netherlands, and Germany. 11 See IB File Nos. SCL-T/C-20021213-00104 and SCL-ASG-20021213-00103, granted Jan. 31, 2003, in DA No. 03-335, rel. Jan. 31, 2003. 4

foreign countries in which they provide service, as the Hibernia Foreign Carrier Affiliates, indi- vidually and collectively, hold less than a 50 percent market share in the international transport and the local access markets in these countries. Accordingly, GTT and its proposed new subsidiaries, including HB Atlantic, qualify for non-dominant treatment or a presumption of non-dominant treatment, under Section 63.10(a)(3), on all routes. Further, they qualify for streamlined processing pursuant to Section 63.12(c)(1)(ii) because neither GTT nor HB Atlantic is affiliated with any dominant U.S. carrier whose interna- tional switched or private line services they seek authority to resell, nor will GTT or HB Atlantic be so affiliated post-close.12 II. DESCRIPTION OF THE APPLICANTS A. Murosa Development S.a.r.l. (Murosa) Murosa is an investment company organized under the laws of Luxembourg with regis- tered offices located at 6, rue Guillaume Schneider, L-2522 Luxembourg. Murosa was formed in 2014 for the purpose of obtaining an equity interest in Hibernia NGS and, thereby, supporting Hibernia NGS in obtaining funding necessary to undertake a the construction of the Hibernia Ex- press Cable system, a new cable system that went into commercial operation in September 2015 that connects the Nova Scotia, Canada with Cork, Ireland and Brean, UK. Murosa currently owns 51% of the issued and outstanding voting shares of Hibernia NGS.13 Murosa is a majority- 12 See 47 C.F.R. 63.12(c)(1)(ii). 13 As noted above, CVC is the only other current shareholder of Hibernia NGS stock. CVC does not have de facto control of HB NGS, and, for this reason, is not an applicant. 5

owned indirect subsidiary of KCK, Limited, a family-owned and run financial investment busi- ness that is owned by five members of the Clin / Kassar family and is incorporated under the laws of the British Virgin Islands with its registered offices in Tortola, British Virgin Islands. B. Hibernia Atlantic US LLC (“HB Atlantic”) HB Atlantic is a limited liability company formed under the laws of the State of Washington and is a direct, wholly-owned subsidiary of HB NGS, which in turn is majority-owned by Murosa. HB Atlantic’s principal place of business is 25 De Forest Avenue, Suite 108, Summit, New Jersey 07901. HB Atlantic is the holder of a submarine cable landing license 14 and domestic and international Section 214 authority15 issued by the Commission. HB Atlantic provides broad- band services to a variety of customers including web-centric, media, enterprise and wholesale customers. HB Atlantic’s domestic offerings are interstate in nature and are provided to customers in Arizona, Connecticut, California, Colorado, the District of Columbia, Florida, Georgia, Illinois, Massachusetts, Maryland, Michigan, Minnesota, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Texas, Washington, Virginia, Wisconsin, and Wyoming.16 The ex- isting HB Atlantic cable system connects landing stations located in the U.S. (Lynn, Massachu- setts), and abroad (Halifax, Nova Scotia, Canada (Herring Cove); Dublin, Ireland; Southport, United Kingdom; and Portrush, Northern Ireland). A diagram of the pre-close corporate structure of HB Atlantic is provided as Exhibit C. 14 See File No. SCL-MOD-20020412-00022 (granted July 3, 2002) (modification of the Ca- ble Landing License granted in SCL-LIC-19990804-00012). 15 See File No. ITC-214-20090612-00283 (granted Dec. 11, 2009). Domestic authority was obtained by operation of rule. See 47 C.F,R, §63.01. A separate transfer of control appli- cation is being submitted to the Commission in connection with HB Atlantic’s submarine cable landing license. 16 HB Atlantic is qualified as a foreign corporation in each of these states. 6

C. GTT Communications, Inc. (“GTT”) GTT is a corporation formed under the laws of the State of Delaware, with principal offices at 7900 Tysons One Place, Suite 1450, McLean, VA 22102. Through its subsidiaries, GTT is a global provider of cloud networking services. GTT wholly owns GTT Americas, LLC (“GTT Americas”). GTT Americas is a Delaware limited liability company headquartered in McLean, Virginia that holds authority under Section 214 of the Communications Act and provides regulated and non-regulated interstate and international communications services to customers throughout the United States. In addition, GTT Americas, is authorized to provide intra-state telecommuni- cations services in California (interexchange) and New York (local exchange/interexchange). GTT’s ownership is widely distributed. The sole GTT shareholder with greater than 10% control is Universal Telecommunications, Inc. (UTI), which currently owns 18.2% of the equity interests in GTT. UTI is a small private equity investment and advisory firm run by H. Brian Thompson, GTT’s Chairman of the Board. III. DESCRIPTION OF THE TRANSACTION Pursuant to the terms of a Share Purchase Agreement dated November 8, 2016 (the “Agreement”), Murosa, CVC, Hibernia NGS and GTT intend to consummate a transaction through which all of the issued and outstanding equity interests in Hiberna NGS are sold by Murosa and CVC to GTT. Upon closing, Hibernia NGS will be a direct, wholly-owned subsidiary of GTT. HB Atlantic and the other subsidiaries of Hibernia NGS will be either indirect wholly-owned sub- sidiaries of GTT. The transaction will be transparent to HB Atlantic’s customers, which will continue to be served, without interruption, by HB Atlantic. A post-close diagram for HB Atlantic’s ownership is attached as Exhibit D. 7

IV. PUBLIC INTEREST STATEMENT Pursuant to Section 214 of the Act, the Commission will approve a proposed transfer of control of an authorization if it concludes that, after balancing the potential benefits and harms, approval of the transaction serves the public interest, convenience, and necessity.17 The Commis- sion will inquire whether the proposed transaction complies with relevant provisions of the Act, other applicable statutes, and the Commission’s Rules, including whether the proposed transferee is qualified to hold the authorizations. Consistent with its Rules and precedents, the Commission should find that the proposed transaction is in the public interest and approve this Application. GTT is an established business with extensive experience in the telecommunications industry and thus is well qualified to become the new owner and assume control of HB Atlantic. The GTT companies benefit from the consid- erable financial, managerial, operational, and technical resources held both by their ultimate par- ent, GTT, and by individual regulated and unregulated operating subsidiaries. As a result of its proposed new ownership, HB Atlantic will enjoy access to these resources as well. Moreover, HB Atlantic and the GTT companies will be positioned to benefit from enhanced levels of collabora- tion as they develop and introduce new services to customers and expand their global network facilities and capabilities. At the same time, HB Atlantic will continue to maintain its quality of service. Further, it will continue to operate pursuant to existing service arrangements and authority. The transaction will be effectively transparent to HB Atlantic’s customers and those customers will incur no loss or diminishment of service. 17 47 U.S.C. § 214. 8

The transaction also poses no threat to competition in the international telecommunications services markets. Neither the GTT companies nor HB Atlantic and the other subsidiaries of HB NGS hold dominant market share and will not do so post-close. As a result, there will be no anti- competitive concentration of resources or elimination of competitors in the market for international services. Instead, the communications market sectors in the United States and abroad will remain as competitive as they were prior to the transaction. For these reasons, the transaction presents no adverse competitive effect. V. INFORMATION REQUIRED BY COMMISSION RULE SECTION 63.24(e) The Applicants submit the following information pursuant to Section 63.24(e) of the Com- mission’s Rules, including the information requested in Section 63.18: (a) Name, address and telephone number of each Applicant: Murosa Development S.a.r.l. (transferor) 6, rue Guillaume Schneider L-2522 Luxembourg FRN: 0023884554 Hibernia Atlantic U.S. LLC (licensee) 25 De Forest Avenue, Suite 108 Summit, NJ 07901 Tel: 908-988-1988 FRN: 0014190151 GTT Communications, Inc. (transferee) 7900 Tysons One Place Suite 1450 McLean, VA 22102 Tel: 703-442-5500 FRN: 0019208248 9

(b) Laws Under Which Each Applicant is Organized: Murosa is a company organized under the laws of Luxembourg. HB Atlantic is a limited liability company formed under the laws of the State of Washington. GTT is a corporation orga- nized under the laws of the State of Delaware. (c) Correspondence concerning the Application should be sent to: For Murosa and HB Atlantic: For GTT Communications, Inc: James P. Prenetta, Jr. Chris McKee General Counsel EVP, Corporate Development Hibernia NGS Limited General Counsel c/o Hibernia Atlantic U.S. LLC Email: chris.mckee@gtt.net 25 De Forest Avenue, Suite 108 Anthony Hansel Summit, New Jersey 07901 VP, Deputy General Counsel Email: james.prenetta@hibernianetworks.com Email: tony.hansel@gtt.net. c/o GTT Communications, Inc. 7900 Tysons One Place, Suite 1450 McLean, VA 22102 with a copy in either case to: Edward A. Yorkgitis, Jr. Denise N. Smith KELLEY DRYE & WARREN LLP 3050 K Street, N.W. Washington, D.C. 20007 Email: cyorkgitis@kelleydrye.com dsmith@kelleydrye.com (d) Section 214 Authorizations. HB Atlantic holds an international Section 214 license to provide global or limited global facilities-based and resale international telecommunications services, granted in File No. ITC-214- 20090612-00283 on December 1, 2009. HB Atlantic also holds a submarine cable landing license, granted in File No. SCL-LIC-19990804-00012 on January 13, 2000 and modified in File No. SCL- 10

MOD-20020412-00022. HB Atlantic holds domestic Section 214 authority by operation of law pursuant to Section 63.01 of the Commission’s Rules.18 GTT’s wholly-owned subsidiary, GTT Americas LLC, holds an international Section 214 license to provide global or limited global facilities-based and resale telecommunications ser- vices.19 Neither GTT nor any of its subsidiaries other than GTT Americas holds Section 214 au- thority. Murosa does not hold FCC international or domestic Section 214 authorities. (h) Ownership Information. UTI is the only entity that holds a 10% or greater own- ership interest in GTT and, thus, in HB Atlantic post close. Name: Universal Telecommunications, Inc. Address: 1950 Old Gallows Road, Suite 201, Vienna, VA 22182 Citizenship: U.S. (Delaware) Principal Business: Investment % held in HB Atlantic: 18.2% (indirect) Applicants have no interlocking directorates with any foreign carriers. (i) GTT is affiliated with the following foreign carriers which are wholly-owned sub- sidiaries of GTT: (1) GTT EMEA, Ltd., a United Kingdom entity; (2) Tinet S.pA, an Italian entity; (3) Tinet GmbH, a German entity; and (4) GTT Communications HK Limited, a Hong Kong entity. These foreign carriers operate in the following destination markets: Austria, Belgium, Bulgaria, Canada, Denmark, France, Germany, Honk Kong, Ireland, Italy, Netherlands, Poland, Romania, Spain, Sweden, Switzerland and the United Kingdom. 18 47 C.F.R. § 63.01. 19 This authority was originally granted in File No. ITC-214-20020619-00332 to an affili- ated GTT subsidiary, Global Internetworking, which later changed its name to Global Telecom & Technology Americas, Inc. See FCC Report No. Tel-01129, rel. March 29, 2007. The authorization was assigned to GTT Americas LLC in File No. ITC-ASG- 20160718-00187 on August 29, 2016. 11

(j) HB Atlantic seeks to maintain its authority provide services to all international points, including the destination markets listed in the preceding response where HB Atlantic will be newly affiliated with the identified foreign carriers post-close. HB Atlantic already is – and will continue to be – affiliated with the following foreign carriers: Hibernia Atlantic Communi- cations (Canada) Company, Hibernia Atlantic Cable System Limited, Hibernia Atlantic (UK) Limited, Hibernia Media (UK) Limited, Hibernia Atlantic (Singapore) Private Limited, Hibernia Networks (Netherlands) B.V., Hibernia Express (Ireland) Limited, Hibernia Express (Canada) Limited, and Hibernia Express (UK) Limited. Further details are provided above in Section I of this Application. (k) All of the countries listed in response to section 63.18(i) above are members of the WTO. (l) Not applicable. (Section reserved in Rule.) (m) GTT and HB Atlantic are not affiliated with any dominant foreign carrier entities. The foreign carrier affiliates identified above, both collectively and individually, hold less than a 50 percent market share in the international transport and local access markets in the foreign coun- tries in which they provide service. Accordingly, they lack market power and GTT and HB At- lantic are entitled to a presumption of non-dominant treatment. (n) As evidenced by the signatures of Applicants’ representatives to this Application, Applicants certify that they have not agreed to accept special concessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier pos- sesses market power on the foreign end of the route, and they will not enter into such agreements in the future. 12

(o) As evidence by the signatures of Applicants’ representatives to this Application, Applicants certify that, pursuant to Sections 1.2001 through 1.2003 of the Commission’s Rules, they are not subject to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. (p) Applicants respectfully request streamlined processing of this Application pursuant to Section 63.12 of the Commission’s Rules, 47 C.F.R. § 63.12. This Application qualifies for streamlined treatment under Section 63.12 for the following reasons:  the transaction will not result in new foreign carrier affiliations for HB Atlantic in any destination market that is not a WTO Member country.  with respect to destination markets in which HB Atlantic will have foreign affiliates, HB Atlantic qualifies for a presumption of non-dominance under §63.10(a)(3). VI. INFORMATION REQUIRED BY COMMISSION RULE SECTION 63.04(b) In accordance with the requirements of Section 63.04(b) of the Commission's Rules, the additional information required for the domestic Section 214 transfer of control application is provided in Exhibit A. VII CERTIFICATION REGARDING SERVICE TO U.S. COORDINATOR, DEPARTMENT OF STATE; NTIA, AND DEFENSE INFORMATION SYSTEMS AGENCY20 Pursuant to Section 1.767(j) of the Commission’s rules, a complete copy of this Application has been sent to the U.S. Department of State, the U.S. Department of Commerce, and the Defense Information Systems Agency.21 Service is certified on the Certificate of Service attached to this Application. 20 See 47 C.F.R. §§ 1.767(j). 21 See 47 C.F.R. §§ 1.767(j). 13

VIII. CONCLUSION Based on the foregoing, the Applicants respectfully submit that the public interest , con- venience, and necessity would be fiirthered by grant of this Application. Respectftilly submitted. MUROSA DEVELOPMENT S.A.RX. GTT COMMUNICATIONS, INC. 1 Tom Wasserman Chris McKee Managing Director Secretary and General Counsel HPS Investment Partners, LLC GTT Communications, Inc. 40 West 57th Street 7900 Tysons One Place, Suite 1450 New York, NY 10019 McLean, VA 22102 Email: tom.wasserman@,hpspaxtners.cQm Email: chris.mckee@,gtt.net Authorized Signatoryfor Murosa HIBERNIA ATLANTIC US LLC James P. Prenetta, Jr. General Counsel Hibernia NGS Limited do Hibernia Atlantic U.S. LLC 25 De Forest Avenue, Suite 108 Summit, New^ Jersey 07901 Email: iames.prenetta@,hibernianetworks.com 14

VIII. CONCLUSION Based on the foregoing, the Applicants respectfully submit that the public interest, con­ venience, and necessity would be furthered by grant of this Application. Respectfully submitted, MUROSA DEVELOPMENT S.A.R.L. GTT COMMUNICATIONS, INC. Tom Wasserman Chris McKee Managing Director Secretary and General Counsel HPS Investment Partners, LLC GTT Communications, Inc. 40 West 57th Street 7900 Tysons One Place, Suite 1450 New York, NY 10019 McLean, VA 22102 Email: tom.wasseri'nan@hpspartners.com Email: chri$.mckee@iJtt.net Authorized Signatory for Murosa HIBERNIA ATLANTIC US LLC James P. Prenetta, Jr. General Counsel Hibernia NGS Limited c/o Hibernia Atlantic U.S. LLC 25 De Forest Avenue, Suite 108 Summit, New Jersey 07901 Email; iames.prenetta@hibernianetworks.coiTi 14

VIII. CONCLUSION Based on the foregoing, the Applicants respectfully submit that the public interest, con­ venience, and necessity would be furthered by grant of this Application. Respectfully submitted, MUROSA DEVELOPMENT S.A.R.L. GTT COMMUNICATIONS, INC. Tom Wasserman Chris McKee Managing Director Secretary and General Counsel HPS Investment Partners, LLC GTT Communications, Inc. 40 West 57th Street 7900 Tysons One Place, Suite 1450 New York, NY 10019 McLean, VA 22102 Email: tom.wasserman@.hpspartners.com Email; chris.mckee@gtt.net Authorized SigtiatOQifdr Murosa HIRERNfk A .!am<fs P. Prencita/fe Gdjieral Cpun^l lUbernia M-rS Limited c/o Hibernia Atlantic U.S. LLC 25 De Forest Avenue, Suite 108 Summit, New Jersey 07901 Email: iames.prenetta@.hibernianetworks.com 14

LIST OF EXHIBITS EXHIBIT A – Information required by 47 C.F.R. §63.04 EXHIBIT B – Information required by 47 C.F.R. § 1.767 EXHIBIT C -- Corporate structure of HB Atlantic pre-close EXHIBIT D -- HB Atlantic ownership structure post-close

EXHIBIT A Information required by 47 C.F.R. §63.04 The Applicants submit the following information pursuant to Section 63.04(b) of the Com- mission’s Rules: (b)(6): The proposed transaction is described above in Section III of the Application. (b)(7): A description of the geographic service areas and services provided in each area is included in Section II of the Application above. (b)(8): Applicants respectfully submit that this Application is eligible for streamlined pro- cessing pursuant to Sections 63.03 of the Commission’s Rules, 47 C.F.R. §63.03. With respect to domestic authority, this Application is eligible for streamlined processing because, immediately following the transaction,  GTT and HB Atlantic (and their Affiliates) will have a market share in the inter- state, interexchange market of less than 10 percent.  GTT and HB Atlantic (and their Affiliates) will provide information services, competitive telecommunications services and exchange access services (if at all) exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction.  Neither GTT nor its affiliates, including HB Atlantic, is regulated as dominant with respect to any service. (b)(9): The Applicants are filing a joint domestic/international Section 214 application pur- suant to Section 63.04(b) of the Commission’s Rules and a separate application pursuant to Section 1.767 of the Commission’s Rules in connection with HB Atlantic’s submarine cable landing license. (b)(10): No party to this Application is requesting special consideration because it is facing imminent business failure.

(b)(11): No waiver requests are being filed in connection with this Application. (b)(12): Consummation of the proposed transaction will serve the public interest for the reasons detailed in Section IV of the Application above.

EXHIBIT B Information required by 47 C.F.R. §1.767 (a) (1) The name, address and telephone number(s) of the Applicants are provided above in Section V(a) of the Application. (2) The Government, State, or Territory under the laws of which each corporate or part- nership applicant is organized is provided above in Section V(b) of the Application. (3) The name, title, post office address, and telephone number of the officer and any other contact point, such as legal counsel, to whom correspondence concerning the application is to be addressed is provided above in Section V(c) of the Application. (a) (8) For each applicant: (i) The place of organization and the information and certifications required in §§63.18(h) and (o) of this chapter are provided, respectively, in Section V(b) (places of organization); Section V(h) (ownership); and Section V(o) (certifi- cation regarding denial of benefits). (ii) A certification as to whether or not the applicant is, or is affiliated with, a for- eign carrier, including an entity that owns or controls a cable landing station, in any foreign country. The certification shall state with specificity each such coun- try. See Section V(i). (iii) A certification as to whether or not the applicant seeks to land and operate a submarine cable connecting the United States to any country for which any of the following is true. The certification shall state with specificity the foreign carriers and each country: (A) The applicant is a foreign carrier in that country; or (B) The applicant controls a foreign carrier in that country; or (C) There exists any entity that owns more than 25 percent of the appli- cant, or controls the applicant, or controls a foreign carrier in that country. (D) Two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate, more than 25 percent of the applicant and are par- ties to, or the beneficiaries of, a contractual relation (e.g., a joint venture or market alliance) affecting the provision or marketing of arrangements for the terms of acquisition, sale, lease, transfer and use of capacity on the ca- ble in the United States; and See Section V(i-j) of the Application.

(iv) For any country that the applicant has listed in response to paragraph (a)(8)(iii) of this section that is not a member of the WTO, a demonstration as to whether the foreign carrier lacks market power with reference to the criteria in §63.10(a) of this chapter. Not applicable. All destination markets listed in this context are WTO Mem- ber Countries. (a) (9) A certification that the applicant accepts and will abide by the routine conditions specified in paragraph (g) of this section By their signatures to this Application, GTT and HB Atlantic certify that they ac- cept and will abide by the routine conditions specified in paragraph (g) of Section 1.767 of the Commission’s Rules.

EXHIBIT C Corporate Structure of HB Atlantic (Pre-Close)

Hibernia Atlantic US LLC Pre-Close Corporate Chart KCK Limited Majority owned Murosa Columbia Development Ventures S.a.r.l. Corporation 51% 49% Hibernia NGS Limited 100% Hibernia Hibernia Atlantic Hibernia Local Hibernia Networks Hibernia Hibernia Express Atlantic UK Communications Fibre Limited (Netherlands) BV Atlantic Cable (Ireland) Limited Limited (UK) (Canada) System Limited Company Hibernia Atlantic Hibernia Hibernia Hibernia Hibernia Hibernia Hibernia Express Communications Atlantic (NI) Atlantic US LLC Atlantic International Media (UK) Canada Limited Private Limited Limited (Singapore) Assets, Inc. Limited (India) (214 and SCL Private Limited (Cayman Islands) License Holder) Hibernia Express (UK) Limited DC01\SMITD\1472151.3

EXHIBIT D HB Atlantic Ownership Structure (Post-Close)

Hibernia Atlantic US, LLC Post-Close Ownership Chart GTT Communications, Inc. Hibernia NGS Limited Hibernia Atlantic Hibernia Hibernia Atlantic (Singapore) Express UK Limited (UK) Hibernia Atlantic Hibernia Private Limited (Ireland) Limited Hibernia Atlantic US LLC International Communications Assets, Inc. (Canada) (214 and SCL (Cayman Company License Holder) Islands) Hibernia Atlantic (NI) Limited Hibernia Atlantic Hibernia Cable System Express Canada Hibernia Local Limited Hibernia Networks Limited Fibre Limited (Netherlands) BV Hibernia Media (UK) Limited Hibernia Atlantic Communications Hibernia Private Limited Express (UK) (India) Limited DC01\SMITD\1472156.4

CERTIFICATE OF SERVICE I hereby certify that the foregoing Application of Murosa Development S.a.r.l., Hibernia Atlantic U.S. LLC, and GTT Communications, Inc. For Grant of Authority to Complete a Trans- fer of Control of a Company Holding International Section 214 Authority, Domestic Section 214 Authority, and a Submarine Cable Landing License Pursuant to Section 214 of the Commu- nications Act of 1934, as Amended and Request for Streamlined Treatment was served by first- class mail on November 10, 2016. Ambassador Daniel Sepulveda U.S. Coordinator and Deputy Assistant Secretary of State Office of Int’l Communications & Information Policy Bureau of Economic and Business Affairs U.S. Department of State 2201 C Street, N.W. Room 4634 Washington, D.C. 20520-4634 Kathy Smith Office of Chief Counsel/NTIA U.S. Department of Commerce 14th St., NW and Constitution Ave., NW Room 4713 Washington, D.C. 20230 Robert Gorman General Counsel Defense Information Systems Agency 6910 Cooper Avenue Fort Meade, Maryland 20755 _________________________________ Denise N. Smith DC01\BellAv\1471611.9


Document Created: 2016-11-10 23:00:40
Document Modified: 2016-11-10 23:00:40
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