**Before the**

**Federal Communications Commission**

**Washington, D.C. 20554**

In the Matter of )

)

C/S Venture Investors, L.P. )

Carlyle U.S. Venture Partners, L.P., )

Carlyle Venture Partners, L.P., )

Carlyle Venture Coinvestment, L.L.C., )

Transferors, )

) File No. SCL-T/C-20000519-00020

and )

)

Neptune Global Systems, LLC )

Transferee )

)

Application for Approval of the Transfer of )

(Indirect) Control of Neptune Pacific License )

Corporation, a Corporation Holding a License to )

Land and Operate in the United States a )

Submarine Fiber Optic Cable )

Between the United States and Japan )

)

**MEMORANDUM OPINION AND ORDER**

**Adopted: September 29, 2000 Released: October 2, 2000**

By the Chief, Telecommunications Division:

**I. INTRODUCTION**

Number range level0Number range level1Number range level2Number range
level3Number range level4Number range level5Number range level6Number
range level71. On May 19, 2000, Neptune Global Systems, LLC ("Neptune
Global") and C/S Venture Investors, L.P., Carlyle U.S. Venture Partners,
L.P., Carlyle Venture Partners, L.P., and Carlyle Venture Coinvestment,
L.L.C. (collectively, Carlyle, and together with Neptune Global, the
Applicants), filed an application for approval of the transfer of
control of Neptune Pacific License Corporation ("NPLC"), along with its
license to land and operate a non-common carrier submarine cable between
Pacific City, Oregon and Japan, with a branching unit to Seward, Alaska
(the North Pacific Cable) from Carlyle to Neptune Global. [^1] The
Applicants submitted the application pursuant to the Cable Landing
License Act[^2] and Section 1.767 of the Commission\'s Rules.[^3] For
the following reasons we grant the Applicants\' request.

**II. BACKGROUND**

2\. Neptune Global is a Delaware limited liability company, and is owned
exclusively by U.S. citizens. All of the directors and officers of NPLC
are U.S. citizens, and all of the entities that own, directly or
indirectly, any interest in NPLC are controlled by U.S. citizens.
Applicants assert that Neptune Global was formed by individuals with
extensive experience in the design, construction, operation, and
maintenance of submarine fiber optic cable systems. Neptune Global is
not a telecommunications carrier nor is it affiliated with a foreign
carrier.[^4]

3\. NPLC holds the license for a non-common carrier submarine cable
between Pacific City, Oregon and Japan, with a branching unit to Seward,
Alaska. Under the proposal, the transfer of control of NPLC will result
from the transfer of control of Neptune Communications, LLC ("Neptune
Communications"), which is the indirect parent company of NPLC (Neptune
Communications has 100 percent ownership of Neptune Pacific Holdings,
Inc., which has 100 percent ownership of NPLC).[^5] Neptune
Communications currently is owned by Neptune Global (28.48 percent) and
Carlyle (71.52 percent). Neptune Global proposes to acquire Carlyle's
71.52 percent ownership interest in Neptune Communications. As a result
of the proposed transaction, Neptune Communications would be a wholly
owned subsidiary of Neptune Global, and indirect control of NPLC would
pass to Neptune Global. The cable landing license will remain with NPLC,
and NPLC will continue to operate the North Pacific Cable on a
non-common carrier basis.

######### III. DISCUSSION

4\. Applicants request approval for the acquisition by Neptune Global of
all of the ownership interest of Neptune Communications held by Carlyle
pursuant to the above-described transaction. The application was placed
on public notice on June 2, 2000, and no parties filed comments.[^6]
Pursuant to Section 1.767(b) of the Commission\'s rules,[^7] the Cable
Landing License Act, and Executive Order No. 10530,[^8] we informed the
Department of State of the application.[^9] The Department of State,
after coordinating with the National Telecommunications and Information
Administration and the Department of Defense, stated that it had no
objections to the transfer of control of the cable landing license.[^10]

5\. Under Section 1.767(a)(8) of the Commission's rules, Neptune Global
is required to disclose its affiliations with foreign carriers.[^11]
Neptune Global certifies that it is not, and is not affiliated with, a
foreign carrier.[^12]

6\. Applicants assert that consummation of the proposed transaction
would serve the public interest for the same reasons the Commission
recognized in granting the initial cable landing license in 1987.[^13]
For example, Applicants assert that the North Pacific Cable provides
additional capacity, enhances competition and service reliability, and
promotes technological development in the provision of
telecommunications service in the Pacific Ocean region.[^14] Applicants
assert further that Neptune Global will ensure the continued involvement
of experienced personnel in the operation of NPLC and ensure the North
Pacific Cable's continued viability.[^15] We agree that approval of this
transaction will result in public interest benefits by promoting
competition in the Pacific Ocean region.

7\. Upon consideration of the application and in view of the foregoing,
we conclude that a grant of the application would be consistent with the
Cable Landing License Act. We therefore consent to the transfer of
control of NPLC from Carlyle to Neptune Global. This Order constitutes a
modification of the initial authorization to reflect this transfer of
control. We do not modify the initial authorization in any other
respect.

**IV. ORDERING CLAUSES**

8\. In consideration of the foregoing and pursuant to the Cable Landing
License Act and Executive order No. 10550, 47 U.S.C. §§ 34-39, 3 U.S.C.
§ 301, IT IS ORDERED that the application, File No.
SCL-T/C-20000519-00020 IS GRANTED, and the cable landing license,
SCL-86-002, IS MODIFIED to reflect this transfer of control.

10\. This Order is issued under Section 0.261 of the Commission\'s
rules, 47 C.F.R. § 0.261, and is effective upon release. Petitions for
reconsideration under Section 1.106 or applications for review under
Section 1.115 of the Commission\'s rules, 47 C.F.R. §§ 1.106, 1.115, may
be filed within 30 days of the date of public notice of this order (see
47 C.F.R. § 1.4(b)(2)).

FEDERAL COMMUNICATIONS COMMISSION

Jacquelynn Ruff

Associate Chief, Telecommunications Division

International Bureau

[^1]: On April 22, 1987, the Common Carrier Bureau granted a conditional
    cable landing license for the Pacific Telecom Cable. *See Pacific
    Telecom Cable, Inc.,* File No. I-SCL-86-002, Cable Landing License,
    2 FCC Rcd 2686 (CCB 1987) (*Pacific Telecom Cable Conditional
    License Order*). On November 15, 1989, the Commission granted a
    final cable landing license for the cable system. *See* *Pacific
    Telecom Cable, Inc.,* File No. I-SCL-86-002(M), 4 FCC Rcd 8061
    (1989). On April 2, 1998, the International Bureau's
    Telecommunications Division approved the transfer of control of the
    Pacific Telecom Cable from Pacific Telecom, Inc., to Neptune Pacific
    Holdings. *See* *Pacific Telecom, Inc., Transferor, and Neptune
    Pacific Holdings, Inc., Transferee Joint Application for Approval of
    Transfer of Control of Pacific Telecom Cable, Inc., a Corporation
    Holding a License to Land and Operate in the United States a
    Submarine Fiber Optic Cable Between the United States and Japan*,
    File No. SCL-86-002-M-TC-2, 13 FCC Rcd 6680 (IB/TD rel. Apr. 2,
    1998). On May 14, 1999, the Commission approved a *pro forma*
    assignment of the license to NPLC (SCL-ASG-19990405-00008). Under
    that *pro forma* assignment, NPLC was assigned the license, but
    ownership and operation of the cable remained in Pacific Telecom
    Cable, Inc. (now called PT Cable, Inc.), also a wholly owned
    subsidiary of Neptune Pacific Holdings, Inc. Applicants assert that,
    upon consummation of this transaction, both NPLC and PT Cable, Inc.,
    would remain wholly owned subsidiaries of Neptune Pacific Holdings,
    Inc. *See* Application at 2, n. 1.

[^2]: An Act Relating to the Landing and Operation of Submarine Cables
    in the United States, 47 U.S.C. §§ 34-39 (\"Cable Landing License
    Act\").

[^3]: 47 C.F.R. § 1.767.

[^4]: *See* Application at 2-3.

[^5]: *See* *id*. at 2.

[^6]: *See* Non Streamlined Applications Accepted for Filing, Report No.
    Tel-00239NS, Public Notice (rel. June 2, 2000).

[^7]: 47 C.F.R. § 1.767(b).

[^8]: Exec. Order No. 10530, *reprinted as amended in* 3 U.S.C.A. § 301
    app. at 459-60 (1994) (\"*EO 10530*\").

[^9]: Letter from George Li, Deputy Chief, Telecommunications Division,
    International Bureau, Federal Communications Commission, to Steven
    Lett, Deputy U.S. Coordinator, Office of International
    Communications and Information Policy, U.S. Department of State
    (June 1, 2000).

[^10]: Letter from Ambassador Geoffrey W. Chapman, United States
    Coordinator, Acting, International Communications and Information
    Policy, U.S. Department of State, to Donald Abelson, Chief,
    International Bureau, Federal Communications Commission (Sep. 22,
    2000).

[^11]: *See* 47 C.F.R. § 1.767(a)(8).

[^12]: *See* Application at 5.

[^13]: *See* *id*. at 5.

[^14]: *See Pacific Telecom Cable Conditional License Order*, 2 FCC Rcd
    at 2687.

[^15]: *See* Application at 6.