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. 22-499 Report No. SCL-00372 Friday May 6, 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 CFR § 1.767, the following applications ARE GRANTED. These grants of authority are taken under section 0.261 of the Commission's rules, 47 CFR § 0.261. Petitions for reconsideration under section 1.106 or applications for review under section 1.115 of the Commission's rules, 47 CFR §§ 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 CFR § 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); Commission Announces Department of State's Revised Procedures for its Consideration of Submarine Cable Landing License Applications, IB Docket No. 16-155, Public Notice, DA 22-435 (rel. Apr. 19, 2022). 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 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 2 SCL-T/C-20210831-00038 E Hawaiki Submarine Cable USA LLC Transfer of Control Grant of Authority Date of Action: 05/04/2022 Current Licensee: Hawaiki Submarine Cable USA LLC FROM: HCL Limited Partnership TO: BW Digital Pte. Ltd An application was filed for consent to the transfer of control of Hawaiki Submarine Cable USA LLC (HSC USA), a licensee on the Hawaiki Submarine Cable System (Hawaiki System), SCL-LIC-20160906-00019, from HCL Limited Partnership (HCL LP) to BW Digital Pte. Ltd. (BW Digital). Applicants filed supplemental information on September 29, 2021, regarding interests held in the Hawaiki System. HSC USA is one of five licensees on the Hawaiki System's submarine cable landing license. The Hawaiki System has five segments and currently lands in Sydney, Australia; Mangawhai Heads, New Zealand; Tafuna, American Samoa; Kapolei, Oahu, Hawaii; and Pacific City, Oregon. According to the Applicants, HSC USA's immediate parent, Hawaiki Submarine Cable Limited Partnership (HSC LP), owns 100% of the Hawaiki System's main trunk, and together with its affiliates owns 100% of the capacity on the main trunk, excluding the spur to American Samoa. Applicants also indicate that HSC USA owns and operates the cable landing station in Oahu. Applicants state that this transaction will not have any impact on the other four Hawaiki System licensees (Tillamook Lightwave IGA, ACS Cable Systems, LLC, DRFortress, LLC, and American Samoa Telecommunications Authority). Pursuant to a July 22, 2021, Sale and Purchase Agreement, BW Digital will acquire all of the outstanding equity interests in HSC USA from HCL LP, HSC USA's immediate parent. Specifically, BW Digital will acquire all of the limited partnership equity interests in HSC LP and its sole general partner, Hawaiki Submarine Cable General Partner Limited (HSC GP). Upon closing, HSC USA will remain a direct wholly owned subsidiary of HSC LP, HSC LP and HSC GP will be direct wholly owned subsidiaries of BW Digital, and HSC GP will remain the general partner of HSC LP. Applicants state that the operation and management of HSC USA and the Hawaiki System will remain intact as they expect the existing management team to remain after closing of the proposed transaction. Upon consummation, the 10% or greater direct and/or indirect voting and/or equity interest holders in HSC USA will be: (1) HSC LP, a New Zealand limited partnership and submarine cable bandwidth supplier (100% direct voting and equity interest in HSC USA); (2) HSC GP Ltd., a New Zealand general partnership (sole general partner of HSC LP that indirectly controls HSC USA); (3) BW Digital, a Singapore investment holding company (100% direct voting and equity interest in HSC LP and HSC GP); (4) BW Renewables Limited, a Bermuda investment holding company (100% direct voting and equity interest in BW Digital); (5) BW Group Limited (BW Group), a Bermuda investment holding company (100% direct voting and equity interest in BW Renewables Limited); (6) Altair Limited, a Bermuda investment holding company (100% direct voting and equity interest in BW Group); (7) Sparta Company Limited, a Bermuda company and trustee of The Core Trust, an irrevocable trust settled in Bermuda (100% direct voting and equity interest in Altair Limited); (8) Conyers Trust Company, a Bermuda trust company (100% direct voting and equity interest in Sparta Company Limited); (9) Andreas Sohmen-Pao, an Austrian citizen, Chairman of the BW Group and its listed subsidiaries, and sole beneficiary of The Core Trust. Applicants state that no other person or entity has or will have 10% or greater direct or indirect equity or voting interest in HSC 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 Authorization and License (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 April 6, 2022. Accordingly, we condition grant of this application on HSC USA and BW Digital abiding by the commitments and undertakings contained in the March 23, 2022 Letter of Agreement (LOA) from Remi Galasso, Manager, Hawaiki Submarine Cable USA LLC, and Nicholas Fell, BW Digital Pte. Ltd., to Under Secretary, Office of Strategy, Policy, and Plans, U.S. Department of Homeland Security (DHS), Chief, Foreign Investment Review Section (FIRS) and Deputy Chief, Compliance and Enforcement (FIRS) on behalf of the Assistant Attorney General for National Security United States Department of Justice, National Security Division, and Office of Foreign Investment Review, Director, Undersecretary of Acquisitions and Sustainment, U.S. Department of Defense. The Petition and the March 23, 2022 Letter of Agreement may be viewed on the FCC's website through the International Bureau Filing System by searching for SCL-T/C-20210831-00038 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 license and thus grounds for declaring the license 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 2