PUBLIC NOTICE
FEDERAL COMMUNICATIONS COMMISSION
445 12th STREET S.W.
WASHINGTON  D.C.  20554
News media information 202-418-0500
Internet: http://www.fcc.gov (or ftp.fcc.gov)
TTY (202) 418-2555
DA No. 11-565
Wednesday  March 30, 2011SCL-00115    Report No.
Section 1.767(a) Cable Landing Licenses, Modifications, and Assignments or Transfers of Control of Interests in
Cable Landing Licenses (47 C.F.R. § 1.767(a))
ACTIONS TAKEN UNDER CABLE LANDING LICENSE ACT
By the Chief, Policy Division, International Bureau:
Pursuant to An Act Relating to the Landing and Operation of Submarine Cables in the United States, 47 U.S.C. §§
34-39 (Cable Landing License Act), Executive Order No. 10530, Exec. Ord. No. 10530 reprinted as amended in 3
U.S.C. § 301, and section 1.767 of the Commission's rules, 47 C.F.R. § 1.767, the following applications ARE
GRANTED.  These grants of authority are taken under section 0.261 of the Commission's rules, 47 C.F.R. § 0.261.
Petitions for reconsideration under section 1.106 or applications for review under section 1.115 of the Commission's
rules, 47 C.F.R. §§ 1.106, 1.115, may be filed within 30 days of the date of this public notice.
These applications have been coordinated with the Department of State and other Executive Branch agencies pursuant
to section 1.767(b) of the Commission's rules, 47 C.F.R. §1.767(b), and consistent with procedures established with the
Department of State. See Review of Commission Consideration of Applications under the Cable Landing License Act,
IB Docket No. 00-106, Report and Order, 16 FCC Rcd 22167, 22192-93, paras. 51-52 (2001) (Submarine Cable
Landing License Report and Order); Streamlined Procedures for Executive Branch Review of Submarine Cable Landing
License Requests, State Department Media Note (Revised) (rel. Dec. 20, 2001) available at
http://2001-2009.state.gov/r/pa/prs/ps/2001/6951.htm.
This public notice serves as each cable landing licensee's Cable Landing License, or modification thereto, pursuant to
the Cable Landing License Act and sections 1.767 and 1.768 of the Commission's rules.  Cable landing licensees should
review carefully the terms and conditions of their licenses.   Failure to comply with these terms and conditions or
relevant Commission rules and policies could result in fines or forfeitures.
The Commission most recently amended its rules applicable to submarine cable landing licenses in Review of
Commission Consideration of Applications under the Cable Landing License Act, IB Docket No. 00-106, FCC 01-332,
16 FCC Rcd 22167 (2001), 67 Fed. Reg. 1615 (Jan. 14, 2002).  An updated version of sections 1.767 and 1.768 of the
rules is available at http://www.fcc.gov/ib/pd/pf/telecomrules.html.  See also
http://hraunfoss.fcc.gov/edocs_public/attachmatch/DA-02-598A1.pdf for a March 13, 2002 Public Notice;
http://hraunfoss.fcc.gov/edocs_public/attachmatch/FCC-01-332A1.pdf for the December 14, 2001 Report and Order.
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SCL-ASG-20110112-00002 P
Date of Action: 03/28/2011
TO:
Application for consent to the assignment of the cable landing license for the Hawaii Interisland Cable System, SCL-LIC-19921015-00008 (Old
File No. S-C-L-93-003) from GTE Hawaiian Telephone Company to Hawaiian Telcom, Inc.  (HTI).  The Hawaii Interisland Cable System links
the islands of Kauai, Oahu, Maui and Hawaii.
On May 21, 2004, GTE Corporation and Verizon Holdco LLC entered into an Agreement of Merger with Paradise MergerSub to transfer control
of GTE Hawaiian Telephone Company, which had been renamed Verizon Hawaii.  At that time GTE Corporation was a wholly-owned subsidiary
of Verizon Inc., and Verizon Hawaii and Verizon Holdco were wholly-owned subsidiaries of GTE Corporation.  Control of Verizon Hawaii was
transferred from GTE Corporation to Verizon Holdo, and then Verizon Holdco was merged into Paradise MergerSub, with Paradise MergerSub
being the surviving entity.  Verizon Hawaii thus became a wholly-owned subsidiary of Paradise MergerSub.  (The Parties filed various
applications related to the transaction at that time, which were granted by the Commission, but did not file an application regarding the cable
landing license -- SCL-LIC-19921015-00008.)  Paradise MergerSub was subsequently renamed Hawaiian Telcom Communications, Inc. (HTCI)
and Verizon Hawaii subsequently changed its name to Hawaiian Telcom Inc.
HTI is a wholly-owned subsidiary of HTCI, which is wholly owned by Hawaiian Telcom Holdco, Inc. (Holdco).  At the time of the transaction,
Carlyle Partners III Hawaii, L.P., CP III Coinvestment, L.P. and Carlyle Hawaii Partners, L.P. (The Carlyle Group), a private equity firm, owned
100 percent of Holdco.
Grant of this application is without prejudice to any enforcement action by the Commission for non-compliance with Cable Landing License Act
of 1921, 47 U.S.C. §§ 35-39, or the Communications Act of 1934, as amended, 47 U.S.C. §§ 151 et seq., or the Commission's rules.
GTE Hawaiian Telephone Company
Grant of Authority
FROM:
Current Licensee:
Hawaiian Telcom, Inc.
GTE Hawaiian Telephone Company
Assignment
Hawaiian Telcom, Inc.
SCL-T/C-20110112-00003 P
Date of Action: 03/28/2011
TO:
Application for consent to the transfer of control of the cable landing license for the Hawaii Interisland Cable System, SCL-LIC-19921015-00008
(Old File No. S-C-L-93-003) held by Hawaiian Telcom, Inc. (HTI), from the previous shareholders of Hawaiian Telcom Holdco, Inc. (Holdco) to
the new shareholders of Holdco.  The Hawaii Interisland Cable System links the islands of Kauai, Oahu, Maui and Hawaii.
HTI is a wholly-owned subsidiary of Hawaiian Telcom Communications, Inc. (HTCI), which is wholly owned by Holdco.  Carlyle Partners III
Hawaii, L.P., CP III Coinvestment, L.P., and Carlyle Hawaii Partners, L.P. (The Carlyle Group), a private equity firm, together with Carlyle
Partners III-UST Hawaii, L.P., held 100 percent of Holdco prior to the transfer of control that is the subject of this application.
On December 1, 2008, HTI, HTCI and Holdco filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.  On December
30, 2009, the Bankruptcy Court issued an order approving a Plan of Reorganization.  Hawaiian Telcom Communications, Inc. et al., Ch. 11, Case
No. 08-02005, Order Confirming the Joint Chapter 11 Plan of Reorganization of Hawaiian Telcom Communications, Inc. and its Debtor Affiliates
(Bankr. D. Haw. Dec. 30, 2009).  (The Parties filed various applications related to the transaction at that time, which were granted by the
Commission, but did not file an application regarding the cable landing license -- SCL-LIC-19921015-00008.)
Under the Plan of Reorganization, the Holdco common stock held by Holdco's owners was cancelled, and new Holdco common stock was issued
to the Senior Secured Parties of HTI, subject to dilution in accordance with the terms of the Plan of Reorganization. The Senior Secured Parties
consisted of U.S. and foreign-organized banks, mutual funds, collateralized loan obligations, hedge funds, and similar institutions and funds. The
new Holdco common stock is publicly traded and, for at least two years, will be subject to restrictions preventing a person that controls 4.75
percent or more of the stock from acquiring any additional shares without prior approval from the Holdco Board of Directors.
Cerberus Series Four Holdings, LLC (Cerberus) has a 10.3% ownership interest in Holdco.  Cerberus is a private equity vehicle whose sole
member is series four of Cerberus Institutional Partners, L.P. (CIP-4).  The sole general partner of CIP-4 is Cerberus Institutional Associates,
L.L.C., which is 100% owned and controlled by U.S. entities or individuals.  No other individual or entity holds a 10 percent or greater direct or
indirect equity or voting interest in Holdco or HTI.
Grant of this application is without prejudice to any enforcement action by the Commission for non-compliance with Cable Landing License Act
of 1921, 47 U.S.C. §§ 35-39, or the Communications Act of 1934, as amended, 47 U.S.C. §§ 151 et seq., or the Commission's rules.
Hawaiian Telcom HoldCo, Inc.
Grant of Authority
FROM:
Current Licensee:
Hawaiian Telcom HoldCo, Inc.
Hawaiian Telcom, Inc.
Transfer of Control
Hawaiian Telcom, Inc.
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