FCC Record, Volume 26, No. 7, Pages 4843 to 5761, March 28-April 08, 2011

BCL-ASG-20110112-00002 P Hawaiian Telcom, Inc.

Assignment
Grant of Authority Date of Action: 03/28/2011
Current Licensee: GTE Hawaiian Telephone Company
FROM: GTE Hawaiian Telephone Company
TO: Hawaiian Telcom, Inc.
Application for consent to the assignment of the cable landing license for the Hawaii Interisland Cable System, SCL-LIC-19921015-00008 (Old
File No. S-C-L-93-003) from GTE Hawaiian Telephone Company to Hawaiian Telcom, Inc. (HTI). The Hawaii Interisland Cable System links
the islands of Kauai, Oahu, Maui and Hawaii.
On May 21, 2004, GTE Corporation and Verizon Holdco LLC entered into an Agreement of Merger with Paradise MergerSub to transfer control
of GTE Hawaiian Telephone Company, which had been renamed Verizon Hawaii. At that time GTE Corporation was a wholly-owned subsidiary
of Verizon Inc., and Verizon Hawaii and Verizon Holdco were wholly-owned subsidiaries of GTE Corporation. Control of Verizon Hawaii was
transferred from GTE Corporation to Verizon Holdo, and then Verizon Holdco was merged into Paradise MergerSub, with Paradise MergerSub
being the surviving entity. Verizon Hawaii thus became a wholly-owned subsidiary of Paradise MergerSub. (The Parties filed various
applications related to the transaction at that time, which were granted by the Commission, but did not file an application regarding the cable
landing license - SCL-LIC-19921015-00008.) Paradise MergerSub was subsequently renamed Hawaiian Telcom Communications, Inc. (HTCI)
and Verizon Hawaii subsequently changed its name to Hawaiian Telcom Inc.
HTI is a wholly-owned subsidiary of HTCI, which is wholly owned by Hawaiian Telcom Holdco, Inc. (Holdco). At the time of the transaction,
Carlyle Partners m Hawaii, L.P., CP Il Coinvestment, L.P. and Carlyle Hawaii Partners, L.P. (The Carlyle Group), a private equity firm, owned
100 percent of Holdco.
Grant of this application is without prejudice to any enforcement action by the Commission for non-compliance with Cable Landing License Act
of 1921, 47 U.S.C. 35-39, or the Communications Act of 1934, as amended, 47 U.S.C. 151 ct seq., or the Commission's rules.
SCL-T/C-20110112-00003 P Hawaiian Telcom, Inc.
Transfer of Control
Grant of Authority Date of Action: 03/28/2011
Current Licensee: Hawaiian Telcom, Inc.
FROM: Hawaiian Telcom HoldCo, Inc.
TO: Hawaiian Telcom HoldCo, Inc.
Application for consent to the transfer of control of the cable landing license for the Hawaii Interisland Cable System, SCL-LIC-19921015-00008
(Old File No. S-C-L-93-003) held by Hawaiian Telcom, Inc. (HTI), from the previous shareholders of Hawaiian Telcom Holdco, Inc. (Holdco) to
the new shareholders of Holdco. The Hawaii Interisland Cable System links the islands of Kauai, Oahu, Mauli and Hawaii.
HTI is a wholly-owned subsidiary of Hawaiian Telcom Communications, Inc. (HTCI), which is wholly owned by Holdco. Carlyle Partners III
Hawaii, L.P., CP III Coinvestment, L.P., and Carlyle Hawaii Partners, L.P. (The Carlyle Group), a private equity firm, together with Carlyle
Partners III-UST Hawaii, L.P., held 100 percent of Holdco prior to the transfer of control that is the subject of this application.
On December 1, 2008, HTI, HTCI and Holdco filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. On December
30, 2009, the Bankruptcy Court issued an order approving a Plan of Reorganization. Hawaiian Telcomn Communications, Inc. et al., Ch. 11, Case
No. 08-02005, Order Confirming the Joint Chapter 11 Plan of Reorganization of Hawaiian Telcom Communications, Inc. and its Debtor Affiliates
(Bankr. D. Haw. Dec. 30, 2009). (The Parties filed various applications related to the transaction at that time, which were granted by the
Commission, but did not file an application regarding the cable landing license - SCL-LIC-19921015-00008.)
Under the Plan of Reorganization, the Holdco common stock held by Holdco's owners was cancelled, and new Holdco common stock was issued
to the Senior Secured Parties of HTI, subject to dilution in accordance with the terms of the Plan of Reorganization. The Senior Secured Parties
consisted of U.S. and foreign-organized banks, mutual funds, collateralized loan obligations, hedge funds, and similar institutions and funds. The
new Holdco common stock is publicly traded and, for at least two years, will be subject to restrictions preventing a person that controls 4.75
percent or more of the stock from acquiring any additional shares without prior approval from the Holdco Board of Directors.
Cerberus Series Four Holdings, LLC (Cerberus) has a 10.3% ownership interest in Holdco. Cerberus is a private equity vehicle whose sole
member is series four of Cerberus Institutional Partners, L.P. (CIP-4). The sole general partner of CIP-4 is Cerberus Institutional Associates,
L.L.C., which is 100% owned and controlled by U.S. entities or individuals. No other individual or entity holds a 10 percent or greater direct or
indirect equity or voting interest in Holdco or HTI.
Grant of this application is without prejudice to any enforcement action by the Commission for non-compliance with Cable Landing License Act
of 1921,47 U.S.C. g 35-39, or the Communications Act of 1934, as amended, 47 U.S.C. 151 et seq., orthe Commission's rules.

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SCL-ASG-20110112-00002 P

Hawaiian Telcom, Inc.

United States. Federal Communications Commission. FCC Record, Volume 26, No. 7, Pages 4843 to 5761, March 28-April 08, 2011. Washington D.C.. UNT Digital Library. http://digital.library.unt.edu/ark:/67531/metadc52169/. Accessed March 2, 2015.