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
Friday  February 18, 2011SCL-00114S   Report No.
ACCEPTED FOR FILING
STREAMLINED SUBMARINE CABLE LANDING LICENSE APPLICATIONS
Unless otherwise specified, the following procedures apply to the applications listed below:
The applications listed below have been found, upon initial review, to be acceptable for filing and subject to the
streamlined processing procedures set forth in section 1.767 of the Commission's rules, 47 C.F.R. § 1.767.   Pursuant to
the Submarine Cable Landing License Act, 47 U.S.C. §§ 34-39, and Executive Order No. 10530, reprinted as amended
in 3 U.S.C. § 301, each applicant seeks:  (a) the grant of a cable landing licensee; (b) the modification of a cable landing
license; and/or (c) the assignment or transfer of control of an interest in a submarine cable landing license.
Pursuant to its decision 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) and section 1.767 of the rules, the Commission will
take action upon these applications within forty-five (45) days after release of this public notice, unless the Commission
has informed the applicant in writing that the application, upon further examination, has been deemed ineligible for
streamlined processing.
Ex parte communications between outside parties and Commission staff concerning these applications are permitted
subject to the Commission's rules for "permit-but-disclose proceedings."   See 47 C.F.R. § 1.1206.  Filings relating to
this application must be received within 14 days of this notice.  Such filings will not necessarily result in an application
being deemed ineligible for streamlined processing.
Copies of all applications listed here are available for public inspection in the FCC Reference and Information Center,
located in room CY-A257 at the Portals 2 building, 445 12th Street, SW, Washington DC 20554.  The center can be
contacted at (202) 418-0270.  People with Disabilities: To request materials in accessible formats for people with
disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer
& Governmental Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty).  All applications listed are subject to
further consideration and review, and may be returned and/or dismissed if not found to be in accordance with the
Commission's rules, regulations, and other requirements.
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SCL-ASG-20110112-00002 P
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.
GTE Hawaiian Telephone CompanyFROM:
Current Licensee:
Hawaiian Telcom, Inc.
GTE Hawaiian Telephone Company
Assignment
Hawaiian Telcom, Inc.
SCL-T/C-20110112-00003 P
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.
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 a series of four 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.
Hawaiian Telcom HoldCo, Inc.FROM:
Current Licensee:
Hawaiian Telcom HoldCo, Inc.
Hawaiian Telcom, Inc.
Transfer of Control
Hawaiian Telcom, Inc.
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REMINDERS:
Applicants must certify that neither the applicant nor any party to the application is subject to a denial of federal benefits
by federal and/or state courts under authority granted in 21 U.S.C. § 862.  See C.F.R. §§ 1.2001-1.2003.
The Commission's rules applicable to submarine cable landing licenses (47 C.F.R. §§ 1.767, 1.768) are available at
http://www.fcc.gov/ib/td/pf/telecomrules.html.   See also
http://hraunfoss.fcc.gov/edoc_public/attachmatch/DA-02-5981A1.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.
By this notice, we inform the public that submarine cable landing license applications and international section 214
applications that are part of larger transactions involving multiple Commission licenses or authorizations may involve
"extraordinary circumstances" as referenced in Review of Commission Consideration of Applications under the Cable
Landing License Act, Report and Order, 16 FCC Rcd 22167 (2001) and Rules and Policies on Foreign Participation in
the U.S. Telecommunications Market, Report and Order and Order on Reconsideration, 12 FCC Rcd 23891 (1997),
paras. 327-28, Order on Reconsideration, 15 FCC Rcd 18158 (2000).  Additionally, these extraordinary circumstances
may result where Executive Branch agencies petition the Commission to defer decision on certain transactions pending
the resolution of potential national security, law enforcement, foreign policy and trade policy issues.  Accordingly, these
applications may not be acted on within the 90-day review period that the Commission has established as the period of
time normally required to reach a decision on non-streamlined cable landing licenses and international section 214
applications.  This notice shall serve as public notice to applicants that, in these circumstances, additional time may be
required for Commission review and final action.  No additional formal public notice will be provided routinely with
respect to specific applications in the event that the applicable review period extends beyond 90 days.
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