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 Report No. SCL-00261NS Friday February 14, 2020 Non-Streamlined Submarine Cable Landing License Applications Accepted For Filing 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. These applications are not subject to the streamlined processing procedures set forth in Section 1.767 of the Commission s rules, 47 C.F.R. § 1.767. Unless otherwise specified, interested parties may file comments with respect to these applications within 28 days of the date of this public notice. We request that such comments refer to the application file number shown below. Unless otherwise specified, 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. 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. Page 1 of 3 SCL-ASG-20200127-00005 E GCX OpCo Assignment Current Licensee: Reliance Globalcom Limited, Debtor-in-Possession FROM: Reliance Globalcom Limited, Debtor-in-Possession TO: GCX OpCo Application filed for consent to the assignment of the cable landing license for the FLAG Atlantic-1 system, SCL-LIC-19990301-00005 and SCL-MOD-20040211-00006, from Reliance Globalcom Limited, Debtor-in-Possession (RGL DIP) to GCX OpCo. FLAG Atlantic-1 is a non-common carrier fiber optic system connecting the United States, France and the United Kingdom. RGL DIP owns and operates the cable system in international waters. FLAG Telecom Network USA Limited, a wholly owned subsidiary of RGL DIP, owns and operates the two cable landing stations in the United States as well as the portions of the cable in U.S. territorial waters. FLAG Atlantic UK Limited and Reliance FLAG Atlantic France SAS, also wholly owned subsidiaries of RGL DIP, own the U.K.- and French-territory portions of the system, respectively. The cable went in service in 2001. On September 15, 2019, RGL DIP, a Bermuda entity, along with its immediate parent company, GCX Limited, Debtor-in-Possession (GCX Limited DIP), a Bermuda entity, and certain other affiliates, filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Bankruptcy Court has confirmed the bankruptcy plan, dated December 2, 2019. Findings of Fact, Conclusions of Law, and Order (I) Approving Debtors' (A) Disclosure Statement, (B) Solicitation of Votes and Voting Procedures, and (C) Forms of Ballots and (II) Confirming Joint Prepackaged Chapter 11 Plan of GCX Limited and Its Debtor Affiliates, Case 19-112031-CSS (Doc 203) (Bankr. D. Del). Upon emergence from bankruptcy, the assets of RIG DIP, including the FLAG Atlantic-1 cable landing license, will be assigned to GCX OpCo, a to be formed Bermuda entity which will be a direct wholly owned subsidiary of another to be formed Bermuda holding company, GCX Limited (Reorganized GCX Limited). Reorganized GCX Limited will be owned by GCX Limited DIP's senior secured noteholders (New Equity Holders) based on ownership of senior secured notes. Reorganized GCX Limited will issue new equity interests (New Equity Interests), to be held by the New Equity Holders. The New Equity Interests will first be distributed to GCX OpCo which will exchange such New Equity Interests for the assets of GCX Limited DIP (including the equity interests in Vanco US). GCX Limited DIP will then issue the New Equity Interests to the New Equity Holders. Through this process, Reorganized GCX Limited will be re-capitalized. The New Equity Holders will hold all of the voting and economic interests in Reorganized GCX Limited, but none of them will hold a controlling interest in Reorganized GCX Limited or collectively exercise control through any other arrangement. The New Equity Holders will enter into a Stockholders' Agreement governing the Reorganized GCX Limited and its subsidiaries, including GCX OpCo. Varde Partners, Inc. (Varde Partners), a Delaware entity, will have a 28.82% voting interest in Reorganized GCX Limited. Varde Partners is the general partner of multiple investments funds. Each of the funds, which are either Delaware or Cayman Island entities, will hold a less than 10% voting and economic interest in Reorganized GCX Limited. Since Varde Partners will initially have a greater than 25% interest in Reorganized GCX Limited under the Stockholders' Agreement it will have the power to appoint one of the five members of the Board of Directors (the Chief Executive Officer of the Reorganized GCX Limited will be a Board member and the other members of the Board will be appointed by the affirmative vote of the majority of the issued and outstanding New Equity Interests). Varde Partners is held by Greg Macmillan, George C. Hicks, and Marcia L. Page, each a U.S. citizen holding 33.3%. Bardin Hill Investment Hill Partners LP (Barton Hill Partners), a Delaware entity, will have a 14.28% voting interest in Reorganized GCX Limited. Bardin Hill is the general partner and/or investment manager of multiple investment funds. Each of the funds, which are either Delaware, Canadian or Cayman Island entities, will hold a less than 10% voting and economic interest in Reorganized GCX Limited. Jason Dillow, Kevah Konner, Pratik Desai, and John Greene, each a U.S. citizen, hold the voting control over the shares indirectly held by Barden Hill Partners in Reorganized GCX Limited. Christian Petersmann and Konstantin Stoyanov, both German citizens, will each hold an 11.46% voting interest in Reorganized GCX Limited through signatory authority over Crown Ocean Capital P1 Limited, a British Virgin Islands company, with a 6.77% economic and voting interest in Reorganized GCX Limited and Vedra Finance Limited, a British Virgin Islands Company, with a 4.69% interest in Reorganized GCX Limited. Neither Mr. Petersmann or Mr. Stoyanov will hold a 10% or greater economic interest in Reorganized GCX Limited. GCX OpCo certifies that it accepts and will abide by the routine conditions set out in section 1.767(g) of the Commission's rules, 47 CFR § 1.767(g). Page 2 of 3 REMINDER: 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 47 C.F.R. §§ 1.2001 .2003. By this notice, we inform the public that submarine cable landing license 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, extraordinary circumstances result where Executive Branch agencies petition the Commission to defer action on an application 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. 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. Page 3 of 3