Attachment Attachment I

This document pretains to SES-T/C-20180824-02276 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2018082402276_1507102

                                                         EXHIBIT 1

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

                                                TABLE OF CONTENTS


I. INTRODUCTION................................................................................................................. 1
II. DESCRIPTION OF THE PARTIES AND THE PROPOSED TRANSACTION ................... 2
     A. The Tampnet Companies ................................................................................................. 2
     B. Brent Infrastructure I B.V. (Transferor) ........................................................................... 3
     C. Colombo Topco Limited (Transferee) .............................................................................. 3
     D. Description of the Proposed Transaction .......................................................................... 7
III. STANDARD OF REVIEW ................................................................................................... 7
IV. PUBLIC INTEREST STATEMENT ..................................................................................... 9
V. ADMINISTRATIVE MATTERS ........................................................................................ 11
     A. Petition for Section 310(b)(4) Foreign Ownership Declaratory Ruling ........................... 11
     B. Request for Approval of Additional Authorizations ....................................................... 11
     C. Exemption from Cut-Off Rules ...................................................................................... 12
     D. Unconstructed Facilities and Trafficking ....................................................................... 13
VI. CONCLUSION ................................................................................................................... 13

ATTACHMENTS
ATTACHMENT A: FCC LICENSES AND LEASES AND FRNS OF APPLICANTS AND RELATED PARTIES
ATTACHMENT B: CURRENT OWNERSHIP STRUCTURE AND POST-CLOSING OWNERSHIP STRUCTURE




                                                                 ii


                                          EXHIBIT 1

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


I.       INTRODUCTION

         Brent Infrastructure I B.V. (“Brent” or “Transferor”) and Colombo Topco Limited

(“Colombo” or “Transferee”) request Commission consent under Sections 214 and 310 of the

Communications Act of 1934, as amended (the “Act”),1 for the transfer of control of Tampnet

Inc. (“Tampnet”) and its subsidiaries Tampnet USA LLC (formerly known as Broadpoint

Newco, LLC) (“Tampnet USA”) and Tampnet Licensee, LLC (“Tampnet Licensee”) (together

with Brent, Colombo, Tampnet, and Tampnet USA, the “Applicants”) from Brent to Colombo

(the “Transaction”). As set forth herein, Colombo is ultimately controlled by 3i Group plc, a

publicly traded company listed on the London Stock Exchange.

         The proposed Transaction involves the transfer of control of domestic and international

Section 214 authorizations, Commercial Mobile Radio Service (“CMRS”) licenses and leases,

common carrier and private microwave licenses, and common carrier and non-common carrier

earth station licenses held by Tampnet, Tampnet USA, and/or Tampnet Licensee (the “Tampnet

Companies”) pursuant to a July 27, 2018 share purchase agreement between Brent and Colombo

Bido Limited (“Colombo Bidco”), an indirect, wholly owned direct subsidiary of Colombo. The

FCC licenses and authorizations implicated by this Transaction and the FCC Registration

Numbers for the Applicants and related parties are listed in Attachments A hereto.




1
    47 U.S.C. §§ 214, 310.


II.    DESCRIPTION OF THE PARTIES AND THE PROPOSED TRANSACTION

       A.      The Tampnet Companies

       Tampnet (FRN 0023627375), a corporation organized under the laws of Delaware, is the

100 percent direct parent company of Tampnet USA (FRN 0024781916) and Tampnet Licensee

(FRN 0024556581), both of which are Delaware limited liability companies. The Tampnet

Companies operate a high-speed 4G LTE wireless broadband network and a deep-water fiber

broadband network in the Gulf of Mexico and adjacent coastal areas along the Gulf coast. These

networks serve as a platform for the provision of communications services to customers in the oil

and gas exploration and production segments of the energy industry, other entities in the

maritime industry, and the customers of mobile telecommunications providers in the Gulf service

area through roaming agreements with those providers. Tampnet was the first company to deploy

operational offshore 4G LTE base stations in the Gulf of Mexico, bringing critical broadband

services to offshore platforms. It is currently expanding its network to cover more than 95,000

square miles and 98 percent of all manned offshore assets in the Gulf with 4G LTE service. This

expansion includes the deep-water region in the Gulf and provides overlapping coverage for

increased redundancy. As a result of Tampnet’s recent network investment in additional

infrastructure, Tampnet now operates the largest high-speed, 4G LTE multi-point broadband

network in the Gulf.

       Tampnet is a wholly owned subsidiary of Tampnet AS (“Tampnet AS”), a Norwegian

limited liability company that provides low-latency, high-capacity communication services to

offshore installations in the North Sea adjacent to Denmark, Norway, and the United Kingdom.

Tampnet AS provides service to oil and gas platforms, floating production storage and offloading

units, and exploration rigs utilizing fiber backbone cables, radio links, and 4G LTE technology.




                                                2


       B.      Brent Infrastructure I B.V. (Transferor)

       Brent (FRN 0024574972), a limited liability company organized under the laws of the

Netherlands, is a 50-50 joint venture of Brent Infrastructure I S.a.r.l. and Brent Infrastructure II

SA, which in turn are owned and controlled indirectly by private equity investors through two

investment funds, EQT Infrastructure I and EQT Infrastructure II, which are affiliated with the

European private equity firm EQT AB. Brent owns an approximate 95 percent ownership interest

in Brent Holding AS (“Brent Holding”), a limited liability company organized under the laws of

the Netherlands. The remaining five percent of Brent Holding is held by individual shareholders

(the “Brent Minority Shareholders”), none of which individually hold more than a five percent

interest in Brent Holding. Brent Holding is the 100 percent direct parent company of Brent Invest

AS (“Brent Invest”), which is a corporation organized under the laws of Norway. Tampnet AS

currently is a wholly owned direct subsidiary of Brent Invest.

       C.      Colombo Topco Limited (Transferee)

       Colombo. Colombo (FRN 0027767904) wholly owns and controls Colombo Holdco

Limited (“Colombo Holdco”), which, in turn, wholly owns and controls Colombo Bidco. As set

forth above, Colombo Bidco entered into a share purchase agreement with Brent, the ultimate

parent company of the Tampnet Companies. Colombo, Colombo Holdco, and Colombo Bidco

are limited liability companies organized under the laws of the United Kingdom and were

formed for purposes of the Transaction. Following consummation of the Transaction, 3i

Infrastructure plc (“3i Infrastructure”) and Arbejdsmarkedets Tillaegspension (“ATP”) each are

expected to hold a 38.5-40 percent voting interest and a 42.5-45 percent equity interest in

Colombo. The remaining approximately 20-25 percent voting and approximately 10-15 percent

equity interest in Colombo that is not held by 3i Infrastructure or ATP will be issued to certain

managers and executives of Tampnet shortly after the consummation of the Transaction. These


                                                 3


interests are expected to be held by the managers and executives through personal investment

vehicles. None of these persons (or their personal investment vehicles) individually are expected

to hold a direct or indirect equity or voting interest in Colombo of 5 percent or more.

       ATP. ATP is a self-governing, mandatory pension scheme in Denmark established in

1964 under the Danish Act on Labour Market Supplementary Pension (the “ATP Act”).2 The

purpose of ATP is to distribute supplementary pension payments to more than five million

members in Denmark in accordance with the ATP Act. ATP maintains a diverse portfolio and

invests in a variety of industries with the goal of maximizing pensions for its members. ATP is

managed by a Board of Representatives, a Supervisory Board, an Executive Committee,3 and a

Chief Executive Officer.4 The members of the Board of Representatives are appointed by various

organizations that represent Danish employers and employees and are approved by the Danish

Ministry of Labour.5 The Supervisory Board is composed of a subset of members of the Board of

Representatives.6 The address for ATP is Kongens Vænge 8, 3400 Hillerød, Denmark.


2
  The governing bodies of ATP do not represent state functions; they represent labor market
organizations including employers and unions. While the overall framework of ATP is set out in
primary and secondary legislation, the day-to-day operations (including investment management)
are run in accordance with the plans set out and agreed by the governing bodies. ATP operations
as an investment manager are not influenced by state functions directly nor indirectly through
ATPs governing bodies. As set forth below, four of 31 members of the Board of Representatives
and 2 of 13 members of the Supervisory Board of ATP are appointed by government or quasi-
government entities of the Danish government, in their capacity as employers of large numbers
of individuals covered by the pension fund.
3
 ATP's Supervisory Board appoints an Executive Committee, which consists of three members
of the Supervisory Board.
4
 ATP's Chief Executive Office and certain other leading employees are hired by the Supervisory
Board.
5
  The Board of Representatives comprises 15 employer representatives that are elected by the
Confederation of Danish Employers (10 members), the Minister of Finance (1 member), Danish
Regions (1 member), the National Association of Local Authorities in Denmark (2 members) and
the Danish Employers' Association for the Financial Sector (1 member) and 15 employee



                                                 4


       3i Infrastructure. 3i Infrastructure is a public limited company organized under the laws

of Jersey in the Channel Islands. It is an investment company that focuses on mid-market

economic infrastructure and greenfield projects in developed markets. Its diverse portfolio

focuses on businesses that provide essential services, have high barriers to entry, and maintain

significant asset bases or long-term concessions that generate stable, long-term cash flows. 3i

Infrastructure has access to a team of 30 advisors who have significant experience investing in

and managing infrastructure assets. It is listed on the London Stock Exchange (Ticker: 3IN).

Approximately 34 percent of 3i Infrastructure is owned by 3i Group plc (“3i Group”), and no

other individuals or entities hold a direct or indirect voting or equity interest in 3i Infrastructure

of ten percent or more. As further set forth below, it is intended that 3i Infrastructure will enter

into an investment management agreement with 3i Investments plc (“3i Investments”), which is

3i Infrastructure’s current investment advisor. Under this arrangement, 3i Investments will have

sole, indirect control over the day-to-day management of 3i Infrastructure’s indirect interest in

Tampnet. The address for 3i Infrastructure is 12 Castle Street, St Helier, Jersey JE2 3RT.

       3i Investments. 3i Investments currently is the exclusive investment advisor to 3i

Infrastructure. It is intended, however, that 3i Investments will enter into separate arrangements

representatives that are elected by the Danish Confederation of Trade Unions (10 members), the
Confederation of Professionals in Denmark (3 members), the Danish Association of Managers (1
member) and the Danish Confederation of Professional Associations (1 member). Accordingly,
the majority of the representatives are appointed by private organizations. The Chair of the
Board of Representatives is elected by the 30 members bringing the total number of members up
to 31. The Chair must be independent of the employer and the employee organizations.
6
  ATP's Supervisory Board comprises the Chair of the Board of Representatives, and 12 other
members of the Board of Representatives which are appointed by the Confederation of Danish
Employers (4 members), the Danish Regions and the National Association of Local Authorities
in Denmark (1 member jointly), the Minister of Finance (1 member), the Danish Confederation
of Trade Unions (3 members), the members in the Board of Representatives that are representing
the salaried workers employed in the state or local governments, and the Confederation of
Professionals in Denmark and the Danish Association of Managers (1 member jointly).



                                                  5


with both 3i Infrastructure and ATP prior to the consummation of the Transaction pursuant to

which 3i Investments will act as the sole investment manager to 3i Infrastructure and ATP with

respect to their respective indirect investments in Tampnet. As a result of these arrangements, 3i

Investments will have sole, indirect control over the day-to-day management of Tampnet. 3i

Investments is a wholly owned direct subsidiary of 3i plc (“3i plc”), which in turn is a wholly

owned subsidiary of 3i Holdings plc (“3i Holdings”). 3i Holdings is a wholly owned direct

subsidiary of 3i Group. 3i Investments, 3i plc, and 3i Holdings are public limited companies

organized under the laws of the United Kingdom and their address is 16 Palace Street, London

SW1E 5JD, United Kingdom.

       3i Group. 3i Group is a public limited company that is listed on the London Stock

Exchange (Ticker: III). It is organized under the laws of the United Kingdom and based in

London. It is a leading multinational investment company focused on infrastructure and private

equity. 3i Group executives have substantial managerial and financial expertise in the

communications industry. The address of 3i Group is 16 Palace Street, London SW1E 5JD,

United Kingdom.

       3i Group indirectly wholly owns and controls 3i Investments and also holds a direct 34

percent voting and equity interest in 3i Infrastructure. Through these interests, 3i Group will hold

ultimate control of the Transferee and therefore also of Tampnet. No individual or entity holds a

sufficient interest in 3i Group to constitute a 5 percent or greater indirect equity or voting interest

in Tampnet.7


7
  However, Artemis Investment Management, LLP (“Artemis”), a privately held limited liability
partnership organized under the laws of the United Kingdom, holds a 5.4% voting and equity
interest in 3i Group. The address of Artemis is Cassini House, 57 St. James’s Street, London
SW1A 1LD, United Kingdom.



                                                  6


       D.     Description of the Proposed Transaction

       On July 27, 2018, Brent and Colombo Bidco entered into a Share Purchase Agreement

(“Agreement”). Brent also has separately entered into agreements with the Brent Minority

Shareholders to acquire all of their shares immediately prior to the closing of the Transaction.

Pursuant to the Agreement, Brent will sell to Colombo Bidco and Colombo Bidco will buy from

Brent all of the issued and outstanding shares of Brent Holding. As a result of the Transaction,

Brent Holding will become a wholly owned direct subsidiary of Colombo Bidco, and, as a result,

the Tampnet Companies will become wholly owned indirect subsidiaries of Colombo.

Organizational diagrams of the current ownership structure of the Tampnet Companies and the

post-consummation ownership structure are set forth in Attachment B.

III.   STANDARD OF REVIEW

       Under Section 310(d) of the Act, a license may be transferred or assigned where the

Commission finds “that the public interest, convenience and necessity will be served thereby.”8

This standard involves a balancing process that weighs the potential public interest benefits of

8
  47 U.S.C. § 310(d); see Applications of AT&T Inc. and Dobson Communications Corporation
For Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and
Order, 22 FCC Rcd 20295, at ¶ 2 (2007) (“AT&T-Dobson Order”); Applications of Midwest
Wireless Holdings, L.L.C. and Alltel Communications, Inc. For Consent to Transfer Control of
Licenses and Authorizations, Memorandum Opinion and Order, 21 FCC Rcd 11526, 11535
(2006) (“Alltel-Midwest Order”); Applications of Nextel Communications, Inc. and Sprint
Corporation For Consent to Transfer Control of Licenses and Authorizations, Memorandum
Opinion and Order, 20 FCC Rcd 13967, 13976 (2005). (“Sprint-Nextel Order”); Applications of
Western Wireless Corporation and Alltel Corporation For Consent to Transfer Control of
Licenses and Authorizations, Memorandum Opinion and Order, 20 FCC Rcd 13053, 13062
(2005) (“Alltel-Western Order”); Applications of AT&T Wireless Services, Inc. and Cingular
Wireless Corp. For Consent to Transfer Control of Licenses and Authorizations, Memorandum
Opinion and Order, 19 FCC Rcd 21522, 21542 (2004) (“Cingular-AT&T Wireless Order”);
Applications for Consent to the Assignment of Licenses Pursuant to Section 310(d) of the
Communications Act from NextWave Personal Communications, Inc., Debtor-in-Possession, to
Subsidiaries of Cingular Wireless LLC, Memorandum Opinion and Order, 19 FCC Rcd 2570,
2580 (“Cingular-NextWave Order”).



                                               7


the proposed transaction against any potential harm. 9 Indeed, many transfer or assignment

applications on their face show that a transaction will yield affirmative public interest benefits

and will not violate the Act or Commission rules, nor frustrate or undermine the policies and

enforcement of the Communications Act by reducing competition or otherwise.10 The

Commission has determined that such applications11 do not require extensive review and

expenditure of considerable resources by the Commission and interested parties.12

       As demonstrated below, this Transaction promotes the objectives of the Act and enhances

the Commission’s ability to implement the competition enhancing objectives of the Act. It will

9
 AT&T-Dobson Order at ¶ 10; Alltel-Midwest Order, 21 FCC Rcd at 11535; Sprint-Nextel
Order, 20 FCC Rcd at 13976; Alltel-Western Order, 20 FCC Rcd at 13062-63; Cingular-AT&T
Wireless Order, 19 FCC Rcd at 21543; Cingular-NextWave Order, 19 FCC Rcd at 2580-81.
10
  In re Application of GTE Corp. and Bell Atlantic Corp. for Consent to Transfer Control of
Domestic and Int’l Section 214 and 310 Authorizations and Application to Transfer Control of a
Submarine Cable Landing License, Memorandum Opinion and Order, 15 FCC Rcd 14,032,
14,048, ¶ 25 (2000) (“GTE/Bell Atlantic Merger Order”); In re Applications for Consent to the
Transfer of Control of Licenses and Section 214 Authorizations from MediaOne Group, Inc. to
AT&T Corp., Memorandum Opinion and Order, 15 FCC Rcd 9816, 9822, ¶ 13 (2000)
(“MediaOne/AT&T Merger Order”); In re Applications for Consent to the Transfer of Control of
Licenses and Section 214 Authorizations from Tele-Commc’ns, Inc. to AT&T Corp.,
Memorandum Opinion and Order, 14 FCC Rcd 3160, 3170, ¶ 16 (1999) (citing In re
Applications of Bourbeuse Tel. Co. and Fidelity Tel. Co., Memorandum Opinion and Order, 14
FCC Rcd. 803 (1998)); SBC/Ameritech Merger Order, 14 FCC Rcd at 14740-41, ¶ 54.
11
   See Applications for Consent to the Transfer of Control of Licenses and Section 214
Authorizations from Telecommunications, Inc., Transferor to AT&T Corp., Transferee,
Memorandum Opinion and Order, 14 FCC Rcd 3160, 3170 (1999); Ameritech Corp.,
Transferor, and SBC Communications Inc., Transferee, For Consent to Transfer Control of
Corporations Holding Commission Licenses and Lines Pursuant to Sections 214 and 310(d) of
the Communications Act and Parts 5, 22, 24, 25, 63, 90, 95 and 101 of the Commission’s Rules,
Memorandum Opinion and Order, 14 FCC Rcd 14712, 14740-42 (1999) (“Ameritech/SBC”).
12
   See Ameritech/SBC, 14 FCC Rcd at 14740-42; In re Applications for Consent to the Transfer
of Control of Licenses and Section 214 Authorizations by Time Warner Inc. and Am. Online, Inc.
to AOL Time Warner Inc., Order, 16 FCC Rcd 6547, 6557, ¶ 26 (2001); GTE/Bell Atlantic
Merger Order, 15 FCC Rcd at 14048, ¶ 25; MediaOne/AT&T Merger Order, 15 FCC Rcd. at
9822, ¶ 13; SBC/Ameritech Merger Order, 14 FCC Rcd at 14740-41, ¶ 54; see also In re Petition
for Forbearance of the Indep. Tel. & Telecomms. Alliance, Third Memorandum Opinion and
Order, 14 FCC Rcd 10816, 10830-31, ¶ 20 (1999).



                                                8


enhance competition, increase investment, and strengthen the diversity of competitive providers

in the affected markets. The Transaction does not harm competition, or otherwise violate any

statute or rule. Accordingly, the Commission should expeditiously approve the Transaction.

IV.    PUBLIC INTEREST STATEMENT

       The Transaction offers significant public interest benefits without any countervailing

public interest harms and should therefore be approved. The change in ultimate control of the

Tampnet Companies will occur at the parent level and will not involve the assignment of

operating authority, assets, or customers. Moreover, the Tampnet Companies will be able to

draw upon the extensive managerial and communications experience of 3i Group and its

affiliates. The management, operational, and customer-facing teams of the Tampnet Companies

will continue to manage their day-to-day businesses following completion of the Transaction.

The Tampnet Companies thus will continue to be operated by highly experienced, well-qualified

personnel.

       As the Commission recently recognized, “[a]s a body of water with no permanent

residents, and with varied weather conditions, the Gulf of Mexico presents particular operating

challenges for mobile networks.”13 Notwithstanding the challenging operating environment in

the Gulf of Mexico, Tampnet has already expanded network infrastructure in the Gulf through

the deployment of more than 33 4G LTE base stations. With this expansion, Tampnet’s network

helps meet the increasing demand for critical high-capacity and low-latency data and voice

services, and it delivers services that improve the health, safety, quality, and operational

13
   Applications of AT&T Mobility Spectrum LLC, Tampnet Inc., Tampnet Licensee LLC,
Broadpoint License Co., LLC, and Broadpoint Wireless License Co., LLC for Consent to Assign
Licenses and Approval of Long-Term De Facto Transfer Spectrum Leasing Arrangements,
Memorandum Opinion and Order and Declaratory Ruling, 31 FCC Rcd 7890, ¶ 23 (2016)
(“AT&T-Tampnet-Broadpoint Order”).



                                               9


efficiency of persons involved in offshore oil and gas exploration and production operations.

Through the Transaction, the Tampnet Companies will benefit from improved access to capital,

enhancing their competitive position in the communications services space and their ability to

provide a variety of innovative wireless products and services in the Gulf of Mexico to serve the

unique needs of customers in this difficult operating environment.

       Immediately after closing, the Tampnet Companies will continue to provide competitive

and innovative services to existing customers at the same rates, terms, and conditions and in the

same geographic areas as currently provided. Any future changes in the rates, terms, or

conditions of service will be undertaken in response to market conditions and consistent with any

applicable federal and state requirements. The Transaction will be transparent to customers and

is not expected to result in the discontinuance, reduction, loss or impairment of service to any

customer. In fact, there will not be any system cutover or network-based transition for existing

customers.

       Furthermore, the Transaction will not harm competition. Neither Colombo nor its

affiliates (including ATP, 3i Infrastructure, and 3i Group) provide telecommunications services

in the United States. Therefore, they do not currently compete with the Tampnet Companies.

Consequently, the Transaction will not reduce the number of service providers in any market or

result in any change in the Tampnet Companies’ spectrum holdings.14 Because neither Colombo



14
   The Commission previously approved Tampnet’s aggregation of between 55 MHz and 80
MHz of spectrum in its licensed areas, including up to 50 MHz of below 1-GHz spectrum in the
Gulf of Mexico. The Commission’s conclusion that customers would likely “benefit from access
to improved performance and a more robust network … resulting in a better customer
experience” has been validated by Tampnet’s expansion in the Gulf. AT&T-Tampnet-Broadpoint
Order at ¶ 31. Because the Transaction will not result in the acquisition of any new spectrum,
and because Tampnet has not acquired any additional below-1-GHz spectrum, the Commission’s
findings need not be revisited. Further, the Commission also determined that other service



                                               10


nor any of its attributable owners holds any U.S. spectrum holdings, the Transaction poses no

spectrum aggregation concerns.

V.     ADMINISTRATIVE MATTERS

       A.       Petition for Section 310(b)(4) Foreign Ownership Declaratory Ruling

       Tampnet and Colombo are concurrently filing a petition for a declaratory ruling seeking

confirmation that it is in the public interest to permit a greater than 25 percent indirect foreign

ownership interest in the Tampnet Companies, which hold multiple common carrier wireless

licenses and common carrier satellite earth station authorizations.

       B.       Request for Approval of Additional Authorizations

       The authorizations identified in the associated applications are intended to be a complete

list that includes all of the licenses, authorizations, and spectrum leases held by the Tampnet

Companies that are subject to the Transaction. The Tampnet Companies, however, may now

have on file, or may hereafter file, additional requests for authorizations for new or modified

facilities related to the assets to be transferred to Colombo, which may be granted before the

Commission acts on the transfer of control applications.

       Accordingly, the Applicants request that any Commission consent of the Transaction

include authority for Colombo to acquire control of the following:

            ·   Any license or authorization issued to the Tampnet Companies during the
                Commission’s consideration of the applications and the period required for
                consummation of the Transaction following approval;

            ·   Any construction permits held by the Tampnet Companies that mature into
                licenses after closing; and



providers, including Sprint, Verizon Wireless, Infrastructure Networks and Chevron, already
hold significant amounts of spectrum that may be used to compete with Tampnet in the Gulf of
Mexico. Id. at ¶ 23.



                                                11


            ·   Applications that are filed after the date of these applications and that are pending
                at the time of consummation.

Such authorization would be consistent with Commission precedent.15 The Applicants also

request that the Commission’s approval of the Transaction include any facilities or authorizations

that may have been inadvertently omitted.

       C.       Exemption from Cut-Off Rules

       Pursuant to Sections 1.927(h), 1.929(a)(2) and 1.933(b) of the Commission’s rules, to the

extent necessary,16 the Applicants request a blanket exemption from any applicable cut-off rules

in cases where the parties file amendments to pending applications to reflect consummation of

the proposed transfer of control. This exemption is requested so that amendments to pending

applications to report the change in ultimate ownership of these licenses would not be treated as

major amendments. The Transaction’s scope demonstrates that the ownership change would not

be made for the acquisition of any particular pending application, but as part of a larger


15
   See, e.g., Applications filed by Qwest Communications Int’l Inc. and CenturyTel, Inc. d/b/a
CenturyLink For Consent to Transfer of Control, Memorandum Opinion and Order, 26 FCC Rcd
4194, 4214-15 ¶ 46 (2011); Frontier Communications Corp. and Verizon Communications Inc.
for Assignment or Transfer of Control, Memorandum Opinion and Order, 25 FCC Rcd 5972,
5996 ¶ 64 (2010); AT&T Wireless Services, Inc. and Cingular Wireless Corp. for Consent to
Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 19 FCC Rcd
21522, 21626 ¶ 275 (2004) (“AT&T-Cingular Order”).
16
   See, e.g., Sprint Nextel Corp. and Clearwire Corp. Applications for Consent to Transfer
Control of Licenses, Leases, and Authorizations, Memorandum Opinion and Order, 23 FCC Rcd
17570, 17611 ¶ 105 (2008) (“Sprint-Clearwire Order”). With respect to cut-off rules under
Sections 1.927(h) and 1.929(a)(2), the Commission has previously found that the public notice
announcing the transaction will provide adequate notice to the public with respect to the licenses
involved, including for any license modifications pending. In such cases, it determined that a
blanket exemption of the cut-off rules was unnecessary. See Ameritech Corp. and GTE
Consumer Services Inc. for Consent to Transfer Control of Licenses and Authorizations,
Memorandum Opinion and Order, 15 FCC Rcd 6667, 6668 ¶ 2 n.6 (WTB 1999); Comcast
Cellular Holdings, Co. and SBC Communications, Inc. for Consent to Transfer Control of
Licenses and Authorizations, Memorandum Opinion and Order, 14 FCC Rcd 10604, 10605 ¶ 2
n.3 (WTB 1999).



                                                 12


transaction undertaken for an independent and legitimate business purpose. Grant of such an

exemption would be consistent with previous Commission decisions routinely granting a blanket

exemption in cases involving similar transactions.17

       D.      Unconstructed Facilities and Trafficking

       To the extent authorizations for unconstructed systems are implicated by the Transaction,

these authorizations are merely incidental, with no separate payment being made for any

individual authorization or facility. This transaction thus raises no trafficking issues, and there is

no reason to review the transaction for trafficking.18

VI.    CONCLUSION

       For the reasons set forth herein, the Applicants respectfully submit that the grant of these

applications will serve the public interest, convenience, and necessity, and thus warrants

Commission approval.




17
  See, e.g., Sprint-Clearwire Order, 23 FCC Rcd at 17611 ¶ 105; AT&T-Cingular Order, 19
FCC Rcd at 21626 ¶ 275; PacifiCorp Holdings, Inc. and Century Tel. Enterprises, Inc. for
Consent to Transfer Control of Pacific Telecom, Inc., a Subsidiary of PacifiCorp Holdings, Inc.,
Memorandum Opinion and Order, 13 FCC Rcd 8891, 8915-16 ¶ 47 (WTB 1997).
18
   See id. § 1.948(i)(1) (authorizing the Commission to request additional information if the
transaction appears to involve unconstructed authorizations obtained for the “principal purpose
of speculation”).



                                                 13


                           ATTACHMENT A TO EXHIBIT 1

                               FCC LICENSES AND LEASES

Licensee               License/Authorization                            File Number/ Call Sign
Tampnet Inc.           International Section 214 Authorization         ITC-214-20150901-00218
                       Domestic Section 214 Authorization                         n/a
                       CF – Common Carrier Fixed Point-to-Point              WQKF558
                       Microwave                                             WQKF559
                                                                             WQKF561
                                                                             WQKQ781
                                                                             WQLX475
                                                                             WQLX478
                                                                             WQMN211
                                                                             WQNN589
                                                                             WQNQ770
                       MG – Microwave Industrial/ Business Pool               WQXA470
                                                                              WQXA471
                                                                              WQXA474
                                                                              WQXA476
                                                                              WQXA477
                       Non-Common Carrier Earth Station                        E100138
                                                                               E140042
Tampnet USA LLC        CL – Cellular                                          KNKA411
                                                                              KNKA412
                       AW – AWS                                               WQGD642
                                                                              WQGD643
                       Common Carrier Earth Station19                          E850118
                                                                               E850191
                                                                               E940069
                                                                               E940070
                                                                               E940071

19
   These earth station licenses are held by Tampnet USA, but they remain licensed under the
name of Tampnet USA’s predecessor in interest, Broadpoint Newco, LLC. The Applicants
intend to file an administrative update with the Commission to reflect this non-substantive
change.


Licensee               License/Authorization                            File Number/ Call Sign
                                                                               E980371
                       Non-Common Carrier Earth Station20                      E040350
                                                                               E040351
                                                                               E040354
                                                                               E040356
                                                                               E040357
                                                                               E040358
                                                                               E040359
                                                                               E040360
                                                                               E090017
                                                                               E090019
                                                                               E090038
                                                                               E090051
                                                                               E090052
                                                                               E090067
                                                                               E090110
                                                                               E090162
                                                                               E090184
                                                                               E130128
                                                                               E850119
                                                                               E960472
                                                                               E970089
                                                                               E970201
Tampnet Licensee       CL – Cellular Spectrum Leases                         L000020229
LLC                                                                          L000020230
                       NN – 3650-3700 MHz                                     WQHV537
                       CF – Common Carrier Fixed Point-to-Point               WQKF526
                       Microwave                                              WQKF547
                                                                              WQKF562
                                                                              WQKF568
                                                                              WQKF569

20
   These earth station licenses are held by Tampnet USA, but they remain licensed under the
name of Tampnet USA’s predecessor in interest, Broadpoint Newco, LLC. The Applicants
intend to file an administrative update with the Commission to reflect this non-substantive
change.



                                            2


Licensee   License/Authorization   File Number/ Call Sign
                                         WQKF570
                                         WQKF573
                                         WQKG307
                                         WQKQ778
                                         WQKQ779
                                         WQKQ780
                                         WQKQ783
                                         WQKQ785
                                         WQLX474
                                         WQLX476
                                         WQMN491
                                         WQNN591
                                         WQNN593
                                         WQNN596
                                         WQTJ933
                                         WQTJ947
                                         WQTK206
                                         WQTK213
                                         WQTK215
                                         WQTK234
                                         WQTK364
                                         WQTK366
                                         WQTK379
                                         WQUN938
                                         WQYU465
                                         WQYU467
                                         WQYU475
                                         WQYU478
                                         WQYW382
                                         WQYW383
                                         WQZH984
                                         WQZH985
                                         WQZH986
                                         WQZH987
                                         WQZH988
                                          WQZI421
                                         WQZP902


                              3


Licensee                 License/Authorization                  File Number/ Call Sign
                                                                      WQZP903
                                                                      WQZW494
                                                                      WQZW495
                                                                      WQZW528
                                                                      WQZW529
                                                                      WQZW542
                                                                      WQZW545
                                                                      WQZW548
                                                                      WQZW549
                                                                      WQZW550
                                                                      WQZX656
                                                                      WRBN347
                                                                      WRCB900


         FCC REGISTRATION NUMBERS (FRNS) OF APPLICANTS AND RELATED PARTIES


Entity                                                         FRN
Tampnet Licensee LLC                                        0024556581
Tampnet USA LLC                                             0024781916
Tampnet Inc.                                                0023627375
Colombo Bidco Limited                                       0027742469
Colombo Holdco Limited                                      0027767896
Colombo Topco Limited                                       0027767904
Arbejdsmarkedets Tillaegspension                            0027767920
3i Infrastructure plc                                       0027767938
3i Group plc                                                0027767946
Brent Infrastructure I B.V.                                 0024574972




                                            4


   ATTACHMENT B TO EXHIBIT 1

PRE-CLOSING OWNERSHIP STRUCTURE


  ATTACHMENT B TO EXHIBIT 1 (cont.)

POST-CLOSING OWNERSHIP STRUCTURE



Document Created: 2018-08-24 14:57:49
Document Modified: 2018-08-24 14:57:49

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