PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 45 L STREET NE 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. 22-254 Report No. SCL-00364 Friday March 11, 2022 Actions Taken Under Cable Landing License Act 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)) By the Chief, Telecommunications and Analysis 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. Page 1 of 3 SCL-T/C-20210423-00023 E Aqua Comms (Americas) Inc Transfer of Control Grant of Authority Date of Action: 03/09/2022 Current Licensee: Aqua Comms (Americas) Inc FROM: Aqua Ventures Limited TO: Digital 9 Infrastructure plc An application was filed for consent to the transfer of control of Aqua Comms (Americas) Inc. (Aqua Comms Americas) from Aqua Ventures Limited (AVL) to Digital 9 Infrastructure plc (Digital 9). Applicants filed supplemental information on July 2, 2021, regarding the interests held in the Havfrue cable system by the licensees to the system. Aqua Comms Americas, a Delaware corporation, holds interests in the America Europe Connect-1 cable system (AEC-1), SCL-LIC-20140206-00002, SCL-MOD-20210105-00001, the Amitie cable system, SCL-LIC-20200807-00036, and the Havfrue cable system, SCL-LIC-20180511-00010. Specifically, Aqua Comms Americas owns and operates the portion of AEC-1 in U.S. territory. AEC-1 connects the United States and Ireland. Aqua Comms Americas holds a 6.25% voting and participation interest in Amitie, which connects the United States, the United Kingdom and France. In addition, Aqua Comms Americas holds a 12.5% voting and participation interest in the portion of Havfrue in U.S. territory. Havfrue connects the United States, Denmark, Ireland, and Norway. This transaction also affects the interests held in Havfrue by America Europe Connect 2 USA Inc., an affiliate of Aqua Comms Americas (collectively, the Aqua Comms Licensees), see SCL-T/C-20210416-00024, but does not affect the interests held by the other licensees in Havfrue, AEC-1 and Amitie. The proposed transfer of control is the second step in a two-step process under which Digital 9 will acquire Aqua Comms Designated Activity Company (Aqua Comms DAC) and the Aqua Comms Licenses. In the first step Aqua Comms DAC sold a 51% and controlling interest in each of the Aqua Comms Licensees to AVL, then the controlling parent of Aqua Comms DAC. Digital 9 then acquired Aqua Comms DAC. Pursuant to that pro forma transaction AVL went from having indirect control over each of the Aqua Comms Licensees to having a direct 51% and controlling interest as well a 4.9% indirect interest in the Aqua Comms Licenses through its 10.1% ownership interest in Digital 9. See SCL-T/C-20210423-00021. In this second step Digital 9 will acquire the 51% interest held in the Aqua Comms Licensees by AVL, and thus control of the Aqua Comms Licensees. Specifically, AVL will sell its 51% interest in Aqua Comms Americas to America Europe Connect Limited (Ireland) (AECL). AECL is an indirect wholly owned subsidiary of Aqua Comms DAC which is a direct wholly owned subsidiary of Digital 9. AECL currently holds a 49% direct non-controlling interest on Aqua Comms America. Consequently, upon consummation Aqua Comms America will become a direct wholly owned subsidiary of AECL and an indirect wholly owned subsidiary of Digital 9. Upon consummation, the 10% or greater direct or indirect voting or economic interest holders in Aqua Comms Americas will be: (1) AECL, an Irish company (100% voting and equity in Aqua Comms Americas); (2) Aqua Comms Connect Limited (ACCL), an Irish company (100% voting and equity in AECL); (3) Aqua Comms DAC, an Ireland entity (100% voting and equity in ACCL); (4) Digital 9, a Jersey company (100% voting and equity in Aqua Comms DAC); (5) Rathbone Investment Management Limited, a United Kingdom company (10.6% voting and equity in Digital 9); (6) AVL, a Jersey company (10.1% voting and equity in Digital 9); (7) Aqua Ventures Hold Co Limited (AVHC), a Jersey company (100% voting and equity in AVL); (8) The 2013 Bake Family Trust (Bake Trust), a Jersey company (100% voting and equity in AVHC); (9) Dominion Fiduciary Trust Limited, a Jersey company (100% voting interest in the Bake Trust, as trustee of the Bake Trust); and (10) Mr. Christopher Paul Bake, a Netherlands citizen and economic settlor of the Bake Trust. Applicants state that there will be no other 10% of greater indirect or direct voting or equity interest holders in Aqua Comms Americas. Applicants agree to abide by the routine conditions specified in section 1.767(g) of the Commission's rules, 47 CFR 1.767(g). We grant the Petition to Adopt Conditions to Authorizations and Licenses (Petition) filed in this proceeding by the National Telecommunications and Information Administration, on behalf of the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (Committee), on January 28, 2022. Accordingly, we condition grant of this application on the commitment Digital 9 Infrastructure plc set out in the January 14, 2022 letter from Keith Mansfield and Lisa Harrington, Directors, Digital 9 Infrastructure plc, to Under Secretary Robert Silvers, Office of Strategy, Policy, and Plans, Department of Homeland Security (DHS) (January 14 2022 Letter). In that letter Digital 9 Infrastructure plc acknowledges its binding obligations under the three Letter of Assurances (LOA) entered into by its affiliates (1) the September 2, 2019 LOA regarding certain obligations in connection with the Havfrue Cable System; (2) the January 5, 2021, LOA regarding certain obligations in connection with AEC-1; and, (3) the April 1, 2021, LOA regarding certain obligations in connection with the Amitié Cable System. The Petition and the January 14, 2002 Letter may be viewed on the FCC's website through the International Bureau Filing System by searching for SCL-T/C-20210423-00023 and accessing the "Other Filings related to this application" from the Document Viewing Area. A failure to comply and/or remain in compliance with any of these commitments and undertakings shall constitute a failure to meet a condition of the grant of the transfer of control application and the underlying licenses and thus grounds for declaring the licenses terminated without further action on the part of the Commission. Failure to meet a condition of the grant of the transfer of control application may also result in monetary sanctions or other enforcement action by the Commission. Page 2 of 3 SCL-T/C-20210423-00024 E America Europe Connect 2 USA Inc. Transfer of Control Grant of Authority Date of Action: 03/09/2022 Current Licensee: America Europe Connect 2 USA Inc. FROM: Aqua Ventures Limited TO: Digital 9 Infrastructure plc An application was filed for consent to the transfer of control of America Europe Connect 2 USA, Inc. (AEC2 USA) from Aqua Ventures Limited (AVL) to Digital 9 Infrastructure plc (Digital 9). Applicants filed supplemental information on July 2, 2021, regarding the interests held in the Havfrue cable system by the licensees to the system. AEC2 USA is the U.S. landing party for Havfrue cable system, SCL-LIC-20180511-00010, which connects the United States, Denmark, Ireland, and Norway. This transaction also affects the interests held in Havfrue by Aqua Comms (Americas) Inc., an affiliate of AEC2 USA (collectively, the Aqua Comms Licensees), see SCL-T/C-20210416-00023, but does not affect the interests held by the other licensees in Havfrue. The proposed transfer of control is the second step in a two-step process under which Digital 9 will acquire Aqua Comms Designated Activity Company (Aqua Comms DAC) and the Aqua Comms Licenses. In the first step Aqua Comms DAC sold a 51% and controlling interest in each of the Aqua Comms Licensees to AVL, then the controlling parent of Aqua Comms DAC. Digital 9 then acquired Aqua Comms DAC. Pursuant to that pro forma transaction AVL went from having indirect control over each of the Aqua Comms Licensees to having a direct 51% and controlling interest as well a 4.9% indirect interest in the Aqua Comms Licenses through its 10.1% ownership interest in Digital 9. See SCL-T/C-20210423-00021. In this second step Digital 9 will acquire the 51% interest held in the Aqua Comms Licensees by AVL, and thus control of the Aqua Comms Licensees. Specifically, AVL will sell its 51% interest in AEC2 USA to America Europe Connect 2 Ltd. (Ireland) (AEC2). AEC2 is an indirect wholly owned subsidiary of Aqua Comms DAC which is a direct wholly owned subsidiary of Digital 9. AEC2 currently holds a 49% direct non-controlling interest on AEC2 USA. Consequently, upon consummation AEC2 USA will become a direct wholly owned subsidiary of AEC2 and an indirect wholly owned subsidiary of Digital 9. Upon consummation, the 10% or greater direct or indirect voting or economic interest holders of AEC2 USA will be: (1) AEC2, an Irish company (100% voting and equity in AEC2 USA); (2) Aqua Comms DAC, an Irish company (100% voting and equity in AEC2); (3) Digital 9, a Jersey company (100% voting and equity in Aqua Comms DAC); (4) Rathbone Investment Management Limited (Rathbone), a United Kingdom company (10.6% voting and equity in Digital 9); (5) AVL, a Jersey company (10.1% voting and equity in Digital 9); (6) Aqua Ventures Hold Co Limited (AVHC), a Jersey company (100% voting and equity in AVL); (7) The 2013 Bake Family Trust (Bake Trust), a Jersey company (100% voting and equity in AVHC); (8) Dominion Fiduciary Trust Limited, a Jersey company (100% voting interest in the Bake Trust, as trustee of the Bake Trust); and (9) Mr. Christopher Paul Bake, a Netherlands citizen and economic settlor of the Bake Trust. Applicants state that there will be no other 10% of greater indirect or direct voting or equity interest holders in AEC2 USA. Applicants agree to abide by the routine conditions specified in section 1.767(g) of the Commission's rules, 47 CFR 1.767(g). We grant the Petition to Adopt Conditions to Authorizations and Licenses (Petition) filed in this proceeding by the National Telecommunications and Information Administration, on behalf of the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (Committee), on January 28, 2022. Accordingly, we condition grant of this application on the commitment Digital 9 Infrastructure plc set out in the January 14, 2022 letter from Keith Mansfield and Lisa Harrington, Directors, Digital 9 Infrastructure plc, to Under Secretary Robert Silvers, Office of Strategy, Policy, and Plans, Department of Homeland Security (DHS) (January 14 2022 Letter). In that letter Digital 9 Infrastructure plc acknowledges its binding obligations under the three Letter of Assurances (LOA) entered into by its affiliates (1) the September 2, 2019 LOA regarding certain obligations in connection with the Havfrue Cable System; (2) the January 5, 2021, LOA regarding certain obligations in connection with AEC-1; and, (3) the April 1, 2021, LOA regarding certain obligations in connection with the Amitié Cable System. The Petition and the January 14, 2002 Letter may be viewed on the FCC's website through the International Bureau Filing System by searching for SCL-T/C-20210423-00024 and accessing the "Other Filings related to this application" from the Document Viewing Area. A failure to comply and/or remain in compliance with any of these commitments and undertakings shall constitute a failure to meet a condition of the grant of the transfer of control application and the underlying licenses and thus grounds for declaring the licenses terminated without further action on the part of the Commission. Failure to meet a condition of the grant of the transfer of control application may also result in monetary sanctions or other enforcement action by the Commission. Page 3 of 3