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 Report No. SCL-00323NS Thursday July 22, 2021 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. 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 license; (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. These applications are not subject to the streamlined processing procedures set forth in Section 1.767 of the Commission's rules, 47 CFR § 1.767. Unless otherwise specified, filings relating to these applications must be received within 14 days of this notice. 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 CFR § 1.1206. These applications are being 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); Streamlined Procedures for Executive Branch Review of Submarine Cable Landing License Requests, State Department Media Note (Revised) (rel. Dec. 20, 2001) available at http://2001-2009.state.gov/r/pa/prs/ps/2001/6951.htm. 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 ninety (90) days after release of this public notice, unless it determines that additional time is needed. 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 4 SCL-T/C-20210423-00023 E Aqua Comms (Americas) Inc Transfer of Control Current Licensee: Aqua Comms (Americas) Inc FROM: Aqua Ventures Limited TO: Digital 9 Infrastructure plc Application filed for consent to the transfer of control of Aqua Comms (Americas) Inc. (Aqua Comms Americas) from Aqua Ventures Limited (AVL) to Digital 9 Infrastructure plc (Digital 9). Applicants filed supplemental information on July 2, 2021, regarding the interests held in the Havfrue cable system by the licensees to the system. Aqua Comms Americas, a Delaware corporation, holds interests in the America Europe Connect-1 cable system (AEC-1), SCL-LIC-20140206-00002, SCL-MOD-20210105-00001, the Amitie cable system, SCL-LIC-20200807-00036, and the Havfrue cable system, SCL-LIC-20180511-00010. Specifically, Aqua Comms Americas owns and operates the portion of AEC-1 in U.S. territory. AEC-1 connects the United States and Ireland. Aqua Comms Americas holds a 6.25% voting and participation interest in Amitie, which connects the United States, the United Kingdom and France. In addition, Aqua Comms Americas holds a 12.5% voting and participation interest in the portion of Havfrue in U.S. territory. Havfrue connects the United States, Denmark, Ireland, and Norway. This transaction also affects the interests held in Havfrue by America Europe Connect 2 USA Inc., an affiliate of Aqua Comms Americas (collectively, the Aqua Comms Licensees), see SCL-T/C-20210416-00024, but does not affect the interests held by the other licensees in Havfrue, AEC-1 and Amitie. The proposed transfer of control is the second step in a two-step process under which Digital 9 will acquire Aqua Comms Designated Activity Company (Aqua Comms DAC) and the Aqua Comms Licenses. In the first step Aqua Comms DAC sold a 51% and controlling interest in each of the Aqua Comms Licensees to AVL, then the controlling parent of Aqua Comms DAC. Digital 9 then acquired Aqua Comms DAC. Pursuant to that pro forma transaction AVL went from having indirect control over each of the Aqua Comms Licensees to having a direct 51% and controlling interest as well a 4.9% indirect interest in the Aqua Comms Licenses through its 10.1% ownership interest in Digital 9. See SCL-T/C-20210423-00021. In this second step Digital 9 will acquire the 51% interest held in the Aqua Comms Licensees by AVL, and thus control of the Aqua Comms Licensees. Specifically, AVL will sell its 51% interest in Aqua Comms Americas to America Europe Connect Limited (Ireland) (AECL). AECL is an indirect wholly owned subsidiary of Aqua Comms DAC which is a direct wholly owned subsidiary of Digital 9. AECL currently holds a 49% direct non-controlling interest on Aqua Comms America. Consequently, upon consummation Aqua Comms America will become a direct wholly owned subsidiary of AECL and an indirect wholly owned subsidiary of Digital 9. Upon consummation, the 10% or greater direct or indirect voting or economic interest holders in Aqua Comms Americas will be: (1) AECL, an Irish company (100% voting and equity in Aqua Comms Americas); (2) Aqua Comms Connect Limited (ACCL), an Irish company (100% voting and equity in AECL); (3) Aqua Comms DAC, an Ireland entity (100% voting and equity in ACCL); (4) Digital 9, a Jersey company (100% voting and equity in Aqua Comms DAC); (5) Rathbone Investment Management Limited, a United Kingdom company (10.6% voting and equity in Digital 9); (6) AVL, a Jersey company (10.1% voting and equity in Digital 9); (7) Aqua Ventures Hold Co Limited (AVHC), a Jersey company (100% voting and equity in AVL); (8) The 2013 Bake Family Trust (Bake Trust), a Jersey company (100% voting and equity in AVHC); (9) Dominion Fiduciary Trust Limited, a Jersey company (100% voting interest in the Bake Trust, as trustee of the Bake Trust); and (10) Mr. Christopher Paul Bake, a Netherlands citizen and economic settlor of the Bake Trust. Applicants state that there will be no other 10% of greater indirect or direct voting or equity interest holders in Aqua Comms Americas. Applicants agree to abide by the routine conditions specified in section 1.767(g) of the Commission's rules, 47 CFR 1.767(g). Pursuant to Commission practice, the application is being referred to the relevant Executive Branch agencies for their views on any national security, law enforcement, foreign policy or trade policy concerns related to the proposed foreign ownership of Aqua Comms Americas. Page 2 of 4 SCL-T/C-20210423-00024 E America Europe Connect 2 USA Inc. Transfer of Control Current Licensee: America Europe Connect 2 USA Inc. FROM: Aqua Ventures Limited TO: Digital 9 Infrastructure plc Application filed for consent to the transfer of control of America Europe Connect 2 USA, Inc. (AEC2 USA) from Aqua Ventures Limited (AVL) to Digital 9 Infrastructure plc (Digital 9). Applicants filed supplemental information on July 2, 2021, regarding the interests held in the Havfrue cable system by the licensees to the system. AEC2 USA is the U.S. landing party for Havfrue cable system, SCL-LIC-20180511-00010, which connects the United States, Denmark, Ireland, and Norway. This transaction also affects the interests held in Havfrue by Aqua Comms (Americas) Inc., an affiliate of AEC2 USA (collectively, the Aqua Comms Licensees), see SCL-T/C-20210416-00023, but does not affect the interests held by the other licensees in Havfrue. The proposed transfer of control is the second step in a two-step process under which Digital 9 will acquire Aqua Comms Designated Activity Company (Aqua Comms DAC) and the Aqua Comms Licenses. In the first step Aqua Comms DAC sold a 51% and controlling interest in each of the Aqua Comms Licensees to AVL, then the controlling parent of Aqua Comms DAC. Digital 9 then acquired Aqua Comms DAC. Pursuant to that pro forma transaction AVL went from having indirect control over each of the Aqua Comms Licensees to having a direct 51% and controlling interest as well a 4.9% indirect interest in the Aqua Comms Licenses through its 10.1% ownership interest in Digital 9. See SCL-T/C-20210423-00021. In this second step Digital 9 will acquire the 51% interest held in the Aqua Comms Licensees by AVL, and thus control of the Aqua Comms Licensees. Specifically, AVL will sell its 51% interest in AEC2 USA to America Europe Connect 2 Ltd. (Ireland) (AEC2). AEC2 is an indirect wholly owned subsidiary of Aqua Comms DAC which is a direct wholly owned subsidiary of Digital 9. AEC2 currently holds a 49% direct non-controlling interest on AEC2 USA. Consequently, upon consummation AEC2 USA will become a direct wholly owned subsidiary of AEC2 and an indirect wholly owned subsidiary of Digital 9. Upon consummation, the 10% or greater direct or indirect voting or economic interest holders of AEC2 USA will be: (1) AEC2, an Irish company (100% voting and equity in AEC2 USA); (2) Aqua Comms DAC, an Irish company (100% voting and equity in AEC2); (3) Digital 9, a Jersey company (100% voting and equity in Aqua Comms DAC); (4) Rathbone Investment Management Limited (Rathbone), a United Kingdom company (10.6% voting and equity in Digital 9); (5) AVL, a Jersey company (10.1% voting and equity in Digital 9); (6) Aqua Ventures Hold Co Limited (AVHC), a Jersey company (100% voting and equity in AVL); (7) The 2013 Bake Family Trust (Bake Trust), a Jersey company (100% voting and equity in AVHC); (8) Dominion Fiduciary Trust Limited, a Jersey company (100% voting interest in the Bake Trust, as trustee of the Bake Trust); and (9) Mr. Christopher Paul Bake, a Netherlands citizen and economic settlor of the Bake Trust. Applicants state that there will be no other 10% of greater indirect or direct voting or equity interest holders in AEC2 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). Pursuant to Commission practice, the application is being referred to the relevant Executive Branch agencies for their views on any national security, law enforcement, foreign policy or trade policy concerns related to the proposed foreign ownership of AEC2 USA. INFORMATIVE SCL-LIC-20210225-00014 GU Holdings Inc. On July 21, 2021, the Chair of the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (Committee) notified the Commission that the Committee is conducting an initial review on the application for the Grace Hopper Cable System to assess whether granting the application will pose a risk to the national security or law enforcement interests of the United States, pursuant to Executive Order 13913 (85 Fed Reg 19643 (April 8, 2020)). The Committee shall complete its review of the application before the end of the 120-day initial review period, unless the Committee notifies the Commission of an extension of the 120-day initial review period or the need arises to conduct a 90-day secondary assessment. Page 3 of 4 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 CFR §§ 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 4 of 4