Attachment American Samoa Cable

American Samoa Cable

PETITION submitted by DHS

LOA

2018-05-25

This document pretains to SES-T/C-20161220-00964 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2016122000964_1404383

EXHIBIT 1 DESCRIPTION OF THE APPLICANTS AND PROPOSED TRANSACTION, PUBLIC INTEREST STATEMENT, AND ADMINISTRATIVE MATTERS

TABLE OF CONTENTS I. INTRODUCTION AND SUMMARY ......................................................................................1 II. DESCRIPTION OF THE PARTIES AND THE PROPOSED TRANSACTION ....................2 A. Seller Entities .......................................................................................................................2 1. Amper, S.A. ...................................................................................................................2 2. eLandia International, Inc. .............................................................................................3 B. Bluesky Licensees and Related Holding Company to Be Acquired by ATH .....................3 1. eLandia Technologies, Inc. ............................................................................................3 2. AST Telecom, LLC d/b/a Bluesky ................................................................................3 3. American Samoa Hawaii Cable, LLC ...........................................................................4 4. Samoa American Samoa Cable, LLC ............................................................................4 C. The Purchaser: Amalgamated Telecom Holdings Limited..................................................4 D. Qualifications .......................................................................................................................6 E. Description of the Proposed Transaction .............................................................................7 III. STANDARD OF REVIEW .......................................................................................................8 IV. THE PROPOSED TRANSACTION WILL SERVE THE PUBLIC INTEREST, CONVENIENCE, AND NECESSITY ......................................................................................9 A. ATH’s Control of the Bluesky Licensees Will Serve the Public Interest ..........................10 1. ATH Has Strong Technical and Financial Qualifications and Extensive Experience in Island-Based Markets in the South Pacific ...........................................10 2. ATH Has a Proven Track Record of Increasing Broadband Deployment in Its Service Markets ...........................................................................................................11 3. ATH is Financially Well Established, with a Proven Record of Investment...............11 B. Customers Will Not Be Negatively Affected By the Transaction .....................................12 V. THE PROPOSED TRANSACTION WILL ENHANCE COMPETITION IN AMERICAN SAMOA .............................................................................................................13 A. The Combination of ATH and the Bluesky Licensees Will Create a Stronger Competitor in the American Samoa Market ......................................................................13 B. Any Competition Concerns Raised by the Bluesky Licensees’ Post-Transaction Affiliations with Foreign Carriers Will Be Addressed Through Dominant-Carrier Regulation on the Relevant Routes ....................................................................................14 ii

VI. ADMINISTRATIVE MATTERS ............................................................................................14 A. Petition for Section 310(b)(4) Foreign Ownership Declaratory Ruling ............................14 B. Request for Approval of Additional Authorizations ..........................................................15 C. Exemption from Cut-Off Rules .........................................................................................16 D. Ex Parte Status ...................................................................................................................17 E. Unconstructed Facilities and Trafficking...........................................................................18 VII. CONCLUSION ..................................................................................................................18 iii

EXHIBIT 1 DESCRIPTION OF THE APPLICANTS AND PROPOSED TRANSACTION, PUBLIC INTEREST STATEMENT, AND ADMINISTRATIVE MATTERS I. INTRODUCTION AND SUMMARY Amper, S.A. (“Amper” or “Transferor”) and Amalgamated Telecom Holdings Limited (“ATH” or “Transferee”) request Commission consent under Sections 214 and 310 of the Communications Act of 1934, as amended (the “Act”), 1 and An Act Relating to the Landing and Operation of Submarine Cables in the United States (“Cable Landing License Act”), 2 to the transfer of control of AST Telecom, LLC d/b/a Bluesky (“AST”), American Samoa Hawaii Cable, LLC (“ASHC”), and Samoa American Samoa Cable, LLC (“SASC”) (together with AST and ASHC, the “Bluesky Licensees,” together with Amper and ATH, the “Applicants”) from Amper to ATH. The proposed transaction contemplates the transfer of control of domestic and international Section 214 authorizations, Commercial Mobile Radio Service (“CMRS”) licenses, and common carrier and non-common carrier earth station licenses held by AST, as well as the transfer of control of the cable landing license associated with the American Samoa-Hawaii Cable System (“ASH Cable System”). 3 Amper and its affiliates and ATH have entered into a Sale and Purchase Deed, dated September 23, 2016 (the “Purchase Agreement”) pursuant to which ATH will acquire control of the Bluesky Licensees and their affiliates (the “Proposed Transaction”) in American Samoa, Independent Samoa, the Cook Islands, and New Zealand (collectively, the “Bluesky 1 47 U.S.C. §§ 214, 310. 2 47 U.S.C. §§ 34-39 (“Cable Landing License Act”), Executive Order No. 10530, reprinted as amended in 3 U.S.C. § 301. 3 Attachment A includes a list of FCC licenses and authorizations subject to this transaction.

Communications Group”). Following the consummation of the Proposed Transaction, the Bluesky Licensees will exist as indirect subsidiaries of ATH. The public interest will be served by ATH’s acquisition of the Bluesky Licensees. ATH is a financially-sound company experienced in serving island-based communities in the South Pacific region. The Bluesky Licensees’ operations in American Samoa will benefit from additional financial and managerial resources and ATH’s commitment to improving its South Pacific networks and services. It will also permit the Bluesky Licensees’ current parent company, Amper, to focus on its core IT businesses in Europe and the Americas. Neither ATH nor any of its affiliates is currently a provider of any telecommunications in American Samoa or any other U.S. jurisdiction. The transaction will be seamless and transparent to all of the Bluesky Licensees’ customers and it will have no anticompetitive effects in the relevant product or geographic markets. To the contrary, ATH’s commitment to the Bluesky Licensees’ businesses will likely spur competition in the telecommunications sector in American Samoa. Because the Proposed Transaction will bring significant public interest benefits and will not result in any material harm, the Commission should expeditiously approve it. II. DESCRIPTION OF THE PARTIES AND THE PROPOSED TRANSACTION A. Seller Entities 1. Amper, S.A. Amper is the Transferor and ultimate parent company of the seller, eLandia International, Inc. (“eLandia”), in the Proposed Transaction. It is a holding company for operating businesses in the telecommunications, defense, and homeland security sectors. It is a corporation organized under Spanish law and headquartered in Madrid. Its shares trade publicly on the Madrid Stock Exchange under the symbol AMP. The Bluesky Licensees and their affiliates are the only 2

telecommunications providers owned by Amper. Amper acquired the Bluesky Licensees and their affiliates in 2011 as part of a larger acquisition of eLandia. 2. eLandia International, Inc. eLandia is the seller in the Proposed Transaction and an indirect subsidiary of Amper, which controls a 91.8 percent interest in eLandia. It is a diversified holding company with operating businesses in the information technology and communications sectors. It is a corporation organized under Delaware law and headquartered in Miami, Florida. Following the consummation of the Proposed Transaction, eLandia will retain ownership of its non- telecommunication-provider businesses. B. Bluesky Licensees and Related Holding Company to Be Acquired by ATH 1. eLandia Technologies, Inc. eLandia Technologies, Inc. (“ELT”), is a holding company for the Bluesky Communications Group’s investment in the ASH Cable System but is not itself a Commission licensee. It is a Delaware corporation headquartered in Miami, Florida. 2. AST Telecom, LLC d/b/a Bluesky AST is a diversified communications provider in American Samoa offering: mobile voice and broadband services; fixed broadband services using a hybrid fiber-coaxial (“HFC”) network; fixed wireless broadband services using unlicensed broadband spectrum in the 5 GHz band; interstate interexchange services; international telecommunications services; local exchange and exchange access services; and prepaid calling card services. AST owns the Iliili, American Samoa, cable landing station and operates the ASH Cable System on a day-to-day basis. AST is a Delaware limited-liability company headquartered in Pago Pago, American Samoa. eLandia owns a 100 percent equity and voting interest in AST. 3

3. American Samoa Hawaii Cable, LLC ASHC is a Delaware limited-liability company headquartered in American Samoa. It owns the ASH Cable System segment between Iliili, American Samoa, and Keawaula, Hawaii (where it lands at a cable landing station owned and operated by AT&T) and sells capacity services on that segment to carrier-customers. It is a joint cable landing licensee for that system. ELT owns an approximate 66.67 percent equity and voting interest in ASHC. The American Samoa Government owns an approximate 33.33 percent voting and equity interest in ASHC. 4. Samoa American Samoa Cable, LLC SASC is a Delaware limited-liability company headquartered in American Samoa. It owns the ASH Cable System segment between Iliili, American Samoa, and Apia, Independent Samoa (where it lands at a cable landing station owned and operated by Bluesky Samoa Limited), and sells capacity services on that segment to carrier-customers. It is a joint cable landing licensee for that system. ASHC holds a 100 percent voting and equity interest in SASC. C. The Purchaser: Amalgamated Telecom Holdings Limited ATH is a company organized under the laws of the Republic of Fiji. ATH is an experienced and financially sound company that has a long and successful history of providing communications services to island-based and rural markets in the South Pacific. ATH was incorporated as a public company in 1998 as a vehicle through which the Fiji government’s investments in the telecommunications sector were consolidated for the purpose of privatization and liberalization under its public sector reform program. ATH, through its operating subsidiaries, is Fiji’s principal telecommunications holding company. It provides a wide range of telecommunications and related services to retail, enterprise, and wholesale customers. The principal activities of the ATH group include the provision of wireline and wireless voice, Internet, and data related services; equipment; business 4

communications solutions; transaction management and prepaid services; directory information services; business processing outsourcing, including call center services; and international telecommunications facilities. ATH’s operating units include the following companies: • Telecom Fiji Limited (“Telecom Fiji”), a wholly-owned subsidiary of ATH, is the principal provider of fixed telephony services, broadband Internet, international voice and data connectivity, and equipment in Fiji; • Vodafone Fiji Limited (“Vodafone Fiji”), a joint venture between ATH and the Fiji National Provident Fund (“FNPF”), provides mobile voice, broadband, and data in Fiji; 4 and • Fiji International Telecommunications Limited (“FINTEL”), a wholly-owned subsidiary of ATH, provides and operates Fiji’s principal international gateway for submarine cable and satellite communications, and serves as the Fiji landing party for the Southern Cross Cable Network (which connects Fiji, Australia, New Zealand, Hawaii, California, and Oregon), the Interchange Cable Network 1 (which connects Fiji and Vanuatu), and the Tonga Cable (which connects Fiji and Tonga). ATH also provides fixed telephony, broadband Internet and data, and mobile services in the Republic of Kiribati through Amalgamated Telecom Holdings Kiribati Limited. ATH is listed on the South Pacific Stock Exchange (“SPSE”). The FNPF currently holds approximately 72.6 percent of the shares of ATH. The FNPF is a superannuation fund that collects compulsory contributions from private sector and public sector employees and employers to provide retirement benefits to Fiji workers, and it provides other financial services 4 Vodafone Fiji uses the Vodafone brand name pursuant to an agreement with Vodafone plc but is wholly owned by ATH. 5

to members. As part of its operations, FNPF invests contributions received from members into various asset classes, including local and foreign equities, local and foreign term deposits, Government securities such as bonds and treasury bills, direct property, and commercial lending. Income derived from these investments is distributed to the members’ accounts at the end of each financial year. The Fiji government currently holds approximately 17.3 percent of the shares of ATH. The remaining 10.10 percent of ATH’s shares are held across more than 1500 other shareholders, none of which hold five percent or more of its shares. FNPF’s seven directors are appointed by the Minister of Finance of the Fiji government, under qualifications set forth by the Fiji Reserve Bank that assure that the funds are managed by a board with broad skill sets that include investment management; corporate governance; accounting and auditing; finance and banking; risk management; law; actuarial or auditing experience and information technology or a similar engineering discipline. No more than one director of FNPF may be a civil servant. ATH’s board of directors is comprised of seven members, four of which are designated by the FNPF and three of which are designated by the Fiji government. Pursuant to SPSE listing rules, at least one third of directors must be “independent” directors, i.e., a person with no material relationship with the listed company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the company. At the present time, only one director is employed in the civil service, and the other five directors are all employed in the private sector. There is one vacancy on ATH’s board of directors. D. Qualifications ATH has the requisite citizenship, character, financial, technical, and other basic qualifications under the Act and the Commission’s rules, regulations, and policies to control 6


Document Created: 2018-05-25 12:50:57
Document Modified: 2018-05-25 12:50:57
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