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. 22-891 Report No. SCL-00386 Friday August 26, 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 3 SCL-T/C-20211124-00049 E FLAG Telecom Limited Transfer of Control Grant of Authority Date of Action: 08/24/2022 Current Licensee: FLAG Telecom Limited FROM: GCX Holdings Limited TO: Reef Bidco Limited An Application was filed for consent to the transfer of control of FLAG Telecom Limited (FLAG Telecom), a Bermuda limited company that is the sole licensee on the non-common carrier submarine cable FLAG Atlantic-1 System (FLAG Atlantic-1) (SCL-LIC-19990301-00005, SCL-MOD-20040211-00006), from GCX Holdings Limited (GCX Holdings), a Bermuda limited company, to Reef Bidco Limited (Reef Bidco), a United Kingdom holding company. FLAG Atlantic-1 is a loop system consisting of three undersea segments (Segment N, Segment S, and Segment E) with total capacity of 1.28 terrabits per second (Tbps), extending between the United States, the United Kingdom, and France. Segment N extends between cable stations on the north shore of Long Island, New York, and at Cornwall, England. Segment S extends between the cable stations on the south shore of Long Island, New York, and at Brittany, France. Segment E extends between the cable stations at Cornwall, England, and Brittany, France. FLAG Telecom is an indirect wholly owned subsidiary of GCX Holdings. The Applicants state that FLAG Telecom's indirect wholly owned subsidiary, FLAG Telecom Network USA Limited, owns and operates the U.S. territory portions of FLAG Atlantic-1. FLAG Telecom owns and operates FLAG Atlantic-1 in international waters. The Applicants state that FLAG Telecom's other wholly owned subsidiaries, FLAG Atlantic UK Limited and Reliance FLAG Atlantic France SAS, own the U.K. and French territory portions of the system, respectively. Pursuant to a November 17, 2021 Share Sale and Purchase Agreement, Reef Bidco will acquire 100% of the outstanding shares of stock and ownership interests of GCX Holdings. Upon closing, FLAG Telecom will become an indirect wholly owned subsidiary of Reef Bidco, an England and Wales holding company. Reef Bidco is an indirect subsidiary of 3i Infrastructure plc, which is managed by a subsidiary of 3i Group plc. 3i Infrastructure plc and 3i Group plc are both organized in the United Kingdom. The Applicants state that FLAG Telecom's management, operations, and customer-facing teams will continue to manage FLAG Atlantic-1 and its day-to-day business after closing of the proposed transaction. Upon consummation, the 10% or greater direct and/or indirect equity and/or voting interest holders in FLAG Telecom will be: (1) GCX Global Limited, a Bermuda telecommunications company (100% direct equity and voting interest in Flag Telecom); (2) GCX Holdings, a Bermuda telecommunications limited company (100% direct equity and voting interest in GCX Global Limited); (3) Reef Bidco, a United Kingdom holding company (100% direct equity and voting interest in GCX Holdings); (4) Reef Midco Limited, a United Kingdom holding company (100% direct equity and voting interest in Reef Bidco); (5) Reef Topco Limited, a United Kingdom holding company (100% direct equity and voting interest in Reef Midco Limited); (6) 3i Infrastructure plc, a publicly held and listed Jersey investment fund (expected to hold approximately greater than 90.1%, direct equity and voting interest in Reef Topco Limited); (7) 3i Investments plc, a United Kingdom investment manager that is the exclusive investment manager to 3i Infrastructure plc and will therefore have indirect control over management of Reef Bidco; (8) 3i plc, a United Kingdom holding company (100% direct equity and voting interest in 3i Investments plc); (9) 3i Holdings plc, a United Kingdom holding company (100% direct equity and voting interest in 3i plc); (10) 3i Group plc, a United Kingdom publicly listed investment fund and fund manager having (a) 100% direct equity and voting interest in 3i Holdings plc and (b) an approximate 30% equity interest in 3i Infrastructure plc. The Applicants state that no other individual or entity besides 3i Group plc holds a direct or indirect voting or equity interest in 3i Infrastructure plc of 10% or more. The Applicants also state that after closing, no other person or entity is expected to hold directly or indirectly 10% or more of the equity and/or voting interests in FLAG Telecom. The Application has been coordinated with the Department of State as required by Executive Order 10530, pursuant to section 1.767(b) of the Commission's rules, and consistent with the established Department of State procedures. Executive Order 10530, Section 5(a) reprinted as amended in 3 U.S.C. § 301; 47 CFR §1.767(b); 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); 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). We grant the Petition to Adopt Conditions to Authorizations filed on August 9, 2022 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 (Petition). Accordingly, we condition grant of this application for transfer of control of the FLAG Atlantic-1 cable license on FLAG Telecom Limited, GCX Holdings Limited, Vanco US, LLC, Vanco Solutions, Inc., Reliance Globalcom Services, Inc., and 3i Infrastructure plc, abiding by the commitments and undertakings set forth in the July 18, 2022, Letters of Agreement: (1) Letter of Agreement from Carl Grivner, Director/CEO FLAG Telecom Limited and GCX Holdings Limited and Edward Pike, Counsel, 3i Infrastructure plc, to Assistant Secretary for Trade and Economic Security, Office of Strategy, Policy, and Plans, Department of Homeland Security, and Office of Foreign Investment Review, Director, Undersecretary of Acquisition and Sustainment, U.S. Department of Defense. (2) Letter of Agreement from Carl Grivner, Director/CEO, GCX Holdings Limited, Victor Silkin, Director, Vanco US, LLC, Vanco Solutions, Inc., and Reliance Globalcom Services, Inc., and Edward Pike, Counsel, 3i Infrastructure plc to Chief, Foreign Investment Review Section (FIRS), Deputy Chief, Compliance and Enforcement (FIRS) on Behalf of the Assistant Attorney General for National Security, United States Department of Justice, National Security Division (together, LOAs). Vanco US, LLC, Vanco Solutions, Inc., and Reliance Globalcom Services, Inc. are subsidiaries of GCX Holdings. Copies of the Petition and the two LOAs are publicly available and may be viewed on the FCC website through IBFS by searching for the appropriate file number and accessing "Other filings related to this application" from the Document Viewing area. Page 2 of 3 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 cable landing license and thus grounds for declaring the license terminated without further action on the part of the Commission. A 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. The Applicants shall abide by the routine conditions specified in section 1.767(g) of the Commission's rules. 47 CFR 1.767(g). Page 3 of 3