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-00308S Friday March 26, 2021 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 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 upon further examination an application is 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. Unless otherwise specified, interested parties may file comments with respect to these applications within 14 days of this notice. Such filings will not necessarily result in an application being deemed ineligible for streamlined processing. 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), 1-888-835-5322 (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-LIC-20210225-00014 E GU Holdings Inc. Submarine Cable Landing License Application filed by GU Holdings Inc. (GU Holdings) for a license to construct, land, and operate a non-common carrier fiber-optic submarine cable system connecting the United States with the United Kingdom and Spain, the Grace Hopper cable system. Grace Hopper will consist of a main trunk from New York to Bude, United Kingdom (Main Trunk) and a branch connecting a single branching unit on the Main Trunk to Bilbao, Spain (Spain Branch). The Main Trunk and the Spain Branch, 6,354 kilometers and 837 kilometers in length, respectively, will each have 16 fiber pairs. Each fiber pair will have a total design capacity of approximately 22 Terabit per second (Tbps) for a total design capacity of approximately 352 Tbps for the system as a whole. The cable system will provide capacity to connect GU Holdings' affiliates' data centers and points of presence (POPs) in the United States and Europe. GU Holdings states that Grace Hopper will serve the public interest, convenience, and necessity because the system will provide significant new and replacement capacity on the U.S.-European routes. Further, it states the system will be one of only two new cables to connect the United States and the United Kingdom since 2003 and the third cable to directly connect the United States to Spain, further strengthening trans-Atlantic communications. GU Holdings intends to commence commercial operation of the cable system in February 2022. GU Holdings and its affiliates - Google Singapore Pte. Ltd. (GSPL), Global Infrastructure UK Limited (GIUL), and Yeso Computing, S.L.U. (Yeso) - will hold 100% of the participation (economic) and voting interests in Grace Hopper. GU Holdings will own and control the system in U.S. territory. GSPL will own and control the system in international waters. GIUL will own and control the portion of the system in U.K. territory, and Yeso will own and control the portion of the system in Spanish territory. GU Holdings states that since GSPL, GIUL and Yeso will not use the U.S. endpoints of the system none of these entities is required to be an applicant for the cable landing license under section 1.767(h)(2) of the Commission's rules, 47 CFR §1.767(h)(2). The system will use an existing cable landing station in Bellport, NY, which is owned by Level 3 Landing Station, Inc. (Level 3) and controlled by GU Holdings. The system will also use an existing cable landing station in Bude, United Kingdom, which is owned by CenturyLink Communications UK Limited and controlled by GIUL. The existing cable landing station in Bilbao, Spain is owned and controlled by Telxius Cable Espana, S.L.U. (Telxius). Yeso has contracted with Telxius to be the landing party in Spain. A landing party agreement between Yeso and Telxius provides that upon completion of Grace Hopper, Telxius will own the portion of the system that extends 12 nautical miles from the shores of Spain, and Telxius will grant Yeso an indefeasible right-of-use (IRU) for the same portion of the system. GU Holdings and its affiliates will maintain control of the system in U.S. territory and international waters. GU Holdings states that because Telxius will neither own or control a cable landing station in the United States, nor own or control a five percent or greater interest in the Grace Hopper system, it is not required to be an applicant for the cable landing license under section 1.767(h). GU Holdings requests a waiver of section 1.767(h)(1) of the Commission's rules, which requires that "any entity that owns and controls a cable landing station in the United States shall be applicants for, and licenses on, a cable landing license." 47 § CFR 1.767(h)(1). According to GU Holdings, although Level 3 owns the cable landing station in Bellport, NY, it will have no independent ability to affect the system's operation, and inclusion of Level 3 as a joint applicant is not necessary to ensure compliance by GU Holdings with the Cable Landing License Act, the Commission's cable landing license rules or the terms of any cable landing license. GU Holdings states that Level 3 will provide certain limited services that will not provide Level 3 with any ability to affect significantly the system's operation. GU Holdings intends to contract with Level 3 for certain operation and maintenance services at the cable landing station and for the right to use separately caged collocation space in the cable landing station. GU Holdings states that Level 3 will not have access to GU Holdings' cage except: (1) to perform certain operation and maintenance services as per GU Holdings' directions and instructions; (2) to conduct work at the cage unrelated to the system, after providing GU Holdings advance notice and opportunity to supervise any such work; or (3) in cases of emergency. GU Holdings' agreement with Level 3 will have an initial term of 15 years that can be extended by GU Holdings to 25 years. GU Holdings will have operational authority over the landing in Bellport, NY, and provide direction in all matters related to Grace Hopper. GU Holdings proposes to operate the Grace Hopper cable system on a non-common carrier basis. It states that the system will provide new and replacement capacity on the U.S.-Western Europe routes, where demand continues to increase substantially each year and where some existing systems are nearing the end of their useful lives. Further, GU Holdings claims that Grace Hopper will compete with existing systems on broader European routes served by AC-1, AEC-1, Apollo, Flag Atlantic-1 and Havfrue, which have onward connectivity to the United Kingdom or Spain via other systems and terrestrial networks. On the U.S.-Spain route, Grace Hopper will compete directly with MAREA. GU Holdings states that it will use system capacity as an input for services offered by its affiliates or to provide bulk capacity to wholesale and enterprise customers on particularized terms and conditions pursuant to individualized negotiations. GU Holdings is a Delaware company. The 10-percent-or-greater direct or indirect interest holders of GU Holdings are: (1) Google International LLC, a Delaware entity (100% voting and equity interest); (2) Google LLC, a Delaware entity (97% voting and equity interest in Google International); (3) XXVI Holdings Inc., a Delaware company (100% voting and equity interest in Google International LLC); (4) Alphabet Inc. (Alphabet), a Delaware company (99% voting and equity interest in XXVI Holdings Inc.); (5) Mr. Larry Page, a U.S. citizen and Co-Founder of Alphabet (26.28% voting interest in Alphabet through ownership of 43.5% of Alphabet's Class B common stock); and (6) Mr. Sergey Brin, a U.S. citizen and Co-Founder of Alphabet (25.25% voting interest in Alphabet through ownership of 41.8% of Alphabet's Class B common stock). Alphabet's shares are publicly traded on the NASDAQ stock market. No other entity or individuals hold a 10-percent-or-greater voting or equity interest in Alphabet or GU Holdings. GU Holdings Inc. certifies that it will abide by the routine conditions set out in 1.767(g) of the Commission rules, 47 C.F.R. § 1.767 (g). Page 2 of 3 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. 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 be removed from streamlined processing and 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