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-00403NS Friday January 27, 2023 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); 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). 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 3 SCL-T/C-20221123-00034 E Camelot Landing, LLC Transfer of Control Current Licensee: Camelot Landing, LLC FROM: Lumen Technologies, Inc. TO: Colt Technology Services Group Limited Lumen Technologies, Inc. (Lumen) has filed an application for consent to transfer control of Camelot Landing, LLC (Camelot) from Lumen to Colt Technology Services Group Limited (Colt). Camelot, a Delaware limited liability company, is a wholly owned, indirect subsidiary of Lumen, a Louisiana corporation. Colt is a private limited company organized under the laws of England and Wales. Pursuant to a planned internal reorganization to facilitate the proposed transaction, the cable landing licenses for the Atlantic Crossing 1 (AC-1) submarine cable system (SCL-LIC-19970506-00003, SCL-MOD-20020415-00033) and the Yellow submarine cable system (SCL-LIC-19990913-00019, SCL-MOD-20020415-00026) will be assigned on a pro forma basis to Camelot prior to the close of the proposed transfer of control. The Applicants filed supplements on December 23, 2022 and January 23, 2023. Global Crossing Telecommunications, Inc. (GCTI), a Michigan corporation, is the current licensee of the AC-1 system and a licensee of the Yellow system. Level 3 Communications, LLC (Level 3), a Delaware limited liability company, is also a current licensee of the Yellow system. GCTI and Level 3 are wholly owned, indirect subsidiaries of Lumen. GCTI owns the U.S. territory portions of the AC-1 system and owns and operates the U.S. landing station, referred to as the Shirley, New York or Brookhaven, New York landing station. GCTI also owns 50% of the U.S. portion of the Yellow system. Level 3 owns the 50% of the U.S. portion of the Yellow system not owned by GCTI and owns and operates the U.S. landing station in Bellport, New York. The AC-1 system connects the United States, Germany, the Netherlands, and the United Kingdom. The Yellow system connects the United States and the United Kingdom. On November 2, 2022, Lumen and Colt entered into an exclusive arrangement for the proposed sale of Lumen's Europe, Middle East, and Africa (EMEA) telecommunications business to Colt (the "Agreement"). Under the Agreement, Colt will purchase the equity and, where applicable, assets of Lumen's EMEA telecommunications companies. Colt will also acquire the U.S. assets that comprise the AC-1 and Yellow cable systems. Prior to closing of the proposed transaction, GCTI and Level 3 will assign all U.S. AC-1 and Yellow assets, including the cable landing licenses, to Camelot, which was formed to facilitate Colt's acquisition of Lumen's interests in the submarine cable systems. Upon securing the required regulatory approvals, Colt Internet US Corp. (Colt Internet), an indirect, wholly owned subsidiary of Colt, will acquire Camelot through a transfer of Camelot's equity pursuant to the Agreement. Upon closing, Camelot will become an indirect, wholly owned subsidiary of Colt. Post-consummation, the following individuals and entities will hold 10% or greater direct or indirect interests in Camelot: (1) Colt Internet, a Delaware corporation (100% equity and voting interests in Camelot); (2) Colt Technology Services Europe Limited (Colt Technology), a United Kingdom (England) entity (100% equity and voting interests in Colt Internet); (3) Colt Telecom Finance Euro (Colt Telecom Finance), a United Kingdom (England) entity (100% equity and voting interests in Colt Technology); (4) Colt (99.99% direct and .01% indirect equity and voting interests in Colt Telecom Finance); (5) Colt Telecom Holdings Limited, a United Kingdom (England) entity (approximately 0.01% direct ownership interests in Colt Telecom Finance). Colt holds 100% equity and voting interests in Colt Telecom Holdings Limited; (6) Colt Lux Group Holding S.à r.l. LUX 3 (Colt Lux), a Luxembourg entity (100% equity and voting interests in Colt); (7) Colt Avengers Limited (Colt Avengers), a United Kingdom (England) entity (100% equity and voting interests in Colt Lux); (8) Colt Group Holdings Limited (Colt Group), a United Kingdom (England) entity (100% equity and voting interests in Colt Avengers); (9) Lightning Investors LLC (Lightning Investors), a Delaware limited liability company (100% equity and voting interests in Colt Group); (10) Lightning Investors Holdings LLC (Lightning Investors Holdings), a Delaware limited liability company (100% equity and voting interests in Lightning Investors); (11) SHM Lightning Investors LLC (SHM Lightning), a Delaware limited liability company (81.33% equity interests and 100% (deemed) voting interests in Lightning Investors Holdings); (12) Eight Roads Investments (Eight Roads), a Bermuda entity (14.67% equity and voting interests in Lightning Investors Holdings); (13) Eight Roads Holdings Limited (Eight Roads Holdings), a Bermuda entity (100% equity and voting interests in Eight Roads); and (14) Eight Roads Shareholdings Limited (Eight Roads Shareholdings), a Bermuda entity (45.76% equity interests and 52.2% voting interests in Eight Roads Holdings). The Applicants state that there are no interest holders exceeding 10% in SHM Lightning. Star Horizon Management LLC (Star Horizon), a Delaware limited liability company, is the manager of SHM Lightning. Star Horizon is owned by six trusts: (1) SHM A1 Trust (0% equity interests and 16.66% (deemed) voting interests), of which the trustee is Abigail P. Johnson; (2) SHM B2 Trust (0% equity interests and 22.22% (deemed) voting interests), of which the trustee is John Remondi; (3) SHM E1 Trust (0% equity interests and 16.67% (deemed) voting interests), of which the trustee is Edward C. Johnson IV; (4) SHM A2 Trust (0% equity interests and 16.67% (deemed) voting interests), of which the trustee is Abigail P. Johnson; (5) SHM B1 Trust (0% equity interests and 11.11% (deemed) voting interests), of which the trustee is Elizabeth L. Johnson; and (6) SHM E2 Trust (0% equity interests and 16.67% (deemed) voting interests), of which the trustee is Edward C. Johnson IV. The beneficiaries of the trusts are members of the Abigail P. Johnson family. All trustees and beneficiaries are U.S. citizens. The trusts are governed by Massachusetts law and are currently situated and administered under Massachusetts law due to the trustees' domicile in Massachusetts. The Applicants state that, post-consummation, no other entity or individual will hold 10% or greater direct or indirect equity or voting interests in Colt. Colt certifies that it will accept and will 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 foreign ownership of the Applicants. Page 2 of 3 INFORMATIVE SCL-LIC-20220114-00004 AT&T Corp. On January 24, 2023, the National Telecommunications and Information Administration, on behalf of the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (Committee), filed a Petition to Adopt Conditions to Authorization and License. The Committee has no objection to the Commission approving the above-captioned application to allow the continued operation of the St. Thomas-St. Croix Cable System for an additional 25-year term following the expiration of the current license, provided that the Commission conditions its approval on the assurance of AT&T Corp. abiding by the commitments and undertakings set forth in the January 9, 2023, Letter of Agreement (LOA) to the Under Secretary for Strategy, Policy and Plans, U.S. Department of Homeland Security, and the Office of Foreign Investment Review, Director, Undersecretary of Acquisition and Sustainment, U.S. Department of Defense. On January 25, 2023, the Commission referred the application to the Department of State (State) pursuant to the Submarine Cable Landing License Act of 1921 and Executive Order No. 10530. 47 U.S.C. §§ 34-39, Executive Order No. 10530 (reprinted as amended in 3 U.S.C. § 301). This begins the 10-day State review process set out in the letter from the Under Secretary of State for Economic, Business, and Agricultural Affairs to the Chairwoman, Federal Communications Commission (dated Feb. 23, 2022). 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 3 of 3