Before the STATE OF NEW YORK PUBLIC SERVICE COMMISSION

Joint Petition of

GCX LIMITED (DEBTOR-IN-POSSESSION), Matter/Case No. Transferor

VANCO US, LLC, Authority Holder and

GCX LIMITED (REORGANIZED), Transferee for Approval (1) to assign CPCN held by Authority Holder to Vanco US, LLC (Reorganized), (2) to Transfer Indirect Ownership of Vanco US, LLC (Reorganized) and (3) for Vanco US, LLC (Reorganized) to Participate in Certain Financing Arrangements

JOINT PETITION

GCX Limited (Debtor-in-Possession) (“GCX Limited DIP” or “Transferor”); Vanco US, LLC

(“Authority Holder”); and GCX Limited (Reorganized) ( “Reorganized GCX Limited” or

“Transferee”) (collectively, “Petitioners”) hereby respectfully request that the New York

State Public Service Commission (the “Commission”) grant the requisite authority and approvals, to the extent required, under the New York Public Service Law Sections 99, 100 and 101 and the regulations of the Commission:

(1) to transfer indirect ownership and control of the Authority Holder from Transferor

to Transferee through the proposed acquisition of Transferor’s assets by

Transferee pursuant to the Joint Prepackaged Chapter 11 Plan of GCX Limited

and Its Debtor Affiliates;1

(2) for the Authority Holder, only upon completion of the Proposed Transaction (as

defined below), to participate in certain financing arrangements.

In support of this Petition, Petitioners provide the following information:

I. PRELIMINARY STATEMENT

On September 15, 2019, the Authority Holder, along with its parent company, VNO

Direct Limited, its indirect parent company, GCX Limited, and certain other affiliates

(collectively, “Debtors”), filed for bankruptcy protection under Chapter 11 of the U.S.

Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the

“Bankruptcy Court”).2 Concurrently therewith, Debtors filed that certain Joint Prepackaged

Chapter 11 Plan of GCX Limited and Its Debtor Affiliates, which the Bankruptcy Court confirmed as subsequently modified by the Joint Prepackaged Chapter 11 Plan (As Modified) of

GCX Limited and Its Debtor Affiliates dated December 2, 2019 (hereinafter, the “Plan” or

“Proposed Transaction”).3 Pursuant to the Plan, upon emergence from bankruptcy, the New

Equity Holders (as defined below) will own 100 percent of the voting and economic interests in

Reorganized GCX Limited,4 and Reorganized GCX Limited will hold, through another to-be-

1 See Findings of Fact, Conclusions of Law, and Order (I) Approving Debtors’ (A) Disclosure Statement, (B) Solicitation of Votes and Voting Procedures, and (C) Forms of Ballots and (II) Confirming Joint Prepackaged Chapter 11 Plan of GCX Limited and Its Debtor Affiliates, Case 19-112031-CSS (Bankr. D. Del.) [Docket No. 203]. 2 See In re GCX Limited, et al., Case 19-12031-CSS (Doc. 12) (Bankr. D. Del. Sept. 15, 2019). 3 See supra, note 1. 4 Going forward, the New Equity Holders’ interests may be slightly diluted by a management equity plan (“MIP”). The MIP contemplates a possible equity distribution to management of up to 10 percent above a threshold (the value of the senior secured claims) in the event the Reorganized GCX Limited is sold, which amount accretes at 10 percent a year. The MIP further 2

formed Bermuda holding company (“GCX OpCo”), an indirect 100-percent voting and economic interest in the Authority Holder.

Consummation of the Proposed Transaction will permit Debtors to emerge from bankruptcy and enable the Authority Holder to operate on a stronger financial footing. Upon emergence, with reduced debt, new ownership, and an experienced management team, the

Authority Holder will be well-positioned to better serve both existing and new customers through new offerings and more vigorous marketing of services. The Proposed Transaction raises no public-interest concerns that would warrant an extended review or transaction-specific conditions for consent. The parties seek to consummate the Proposed Transaction as soon as possible upon receipt of the required regulatory consents.

In part II, the Petitioners provide an overview of the parties to the Proposed Transaction. In part III, the Petitioners provide their designated contact information. In part IV, the Petitioners provide an overview of the Proposed Transaction. In part V, the Petitioners describe the financing arrangements in connection with the Proposed Transaction. In part VI, the Petitioners address how the Proposed Transaction serves the public interest. In part VII, the Petitioners address the submission of additional financial information.

II. DESCRIPTION OF THE PARTIES

A. Transferor

GCX Limited DIP is an exempt company incorporated in Bermuda, with executive offices in and . GCX Limited DIP is the indirect parent of the Authority

Holder. Through its subsidiaries, GCX Limited DIP owns and operates submarine cable systems

provides a minimum payment of $1.5 million in equity in the event the threshold is not met upon a sale of Reorganized GCX Limited.

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and competitive telecommunications service providers globally. GCX Limited DIP’s subsidiary,

Reliance Globalcom Limited, owns and operates the FLAG Atlantic-1 system (connecting the

United States, , and the ). GCX Limited DIP’s subsidiaries provide services under the brand “Global Cloud Xchange”. GCX Limited DIP is a party to the Chapter

11 proceeding, along with the Authority Holder’s intermediate parents—FLAG Telecom Group

Services Limited, Reliance Vanco Group Limited, and VNO Direct Limited. Following consummation of the Proposed Transaction, GCX Limited DIP will be wound up and dissolved in accordance with applicable law.

B. Authority Holder

The Authority Holder is a Delaware entity, with a principal place of business in Aurora,

Colorado. The Authority Holder provides domestic and international managed network,

Ethernet, and private line services to enterprise customers. The Authority Holder also provides some intrastate services (mostly unregulated or private carriage), as requested from time to time by its customers. Currently, the Authority Holder provides such customized intrastate service in

New York, as well as in , Illinois, Indiana, Ohio, and Texas.

In New York, the Authority Holder holds a CPCN to operate as a reseller of telephone service, with authority to provide local exchange service, granted in Case No. 08-C-1446.

The Authority Holder also holds FCC authorization to provide global or limited global facilities- based and resale services and relies on the blanket Section 214 authorization in 47 C.F.R. § 63.01 to provide domestic interstate services.

C. Transferee-Related Entities

Upon emergence from bankruptcy, the Authority Holder’s ultimate corporate parent will be Reorganized GCX Limited. Reorganized GCX Limited will be a Bermuda entity, with executive offices in London and Hong Kong. Reorganized GCX Limited will continue to own

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indirectly the Authority Holder, which will continue to provide international and domestic managed network, Ethernet, and private line services. The Authority Holder will continue to be a Delaware limited liability company, and will continue to provide international and managed network, Ethernet, and private line services.

Among the New Equity Holders, the following entities and individuals will, upon consummation of the Proposed Transaction, have a greater than ten percent indirect economic interest or vote in the Authority Holder:

VNO Direct Limited (“VNO Direct”) Address: World Business Centre 2, Newall Road, Middlesex, TW6 2SF, United Kingdom Place of Organization: United Kingdom Principal Business: holding company Relationship: VNO Direct will hold a 100-percent voting and economic interest in Authority Holder.

Reliance Vanco Group Limited (“Reliance Vanco Group”) Address: World Business Centre 2, Newall Road, Middlesex, TW6 2SF, United Kingdom Place of Organization: United Kingdom Principal Business: holding company Relationship: Reliance Vanco Group will hold a 100-percent voting and economic interest in VNO Direct.

FLAG Telecom Group Services Limited (“FLAG Telecom”) Address: Cedar House, 41 Cedar Avenue, Hamilton HM 12, Bermuda Place of Organization: Bermuda Principal Business: holding company Relationship: FLAG Telecom will hold a 100-percent voting and economic interest in Reliance Vanco Group.

GCX OpCo Address: World Business Centre 2, Newall Road, Middlesex, TW6 2SF, United Kingdom Place of Organization: Bermuda Principal Business: telecommunications Relationship: GCX OpCo will acquire all of the assets of GCX Limited DIP (including the equity of GCX Limited DIP’s subsidiaries).

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GCX Limited (Reorganized) (“Reorganized GCX Limited”) Address: World Business Centre 2, Newall Road, Middlesex, TW6 2SF, United Kingdom Place of Organization: Bermuda Principal Business: telecommunications Relationship: Reorganized GCX Limited will hold a 100-percent voting and economic interest in GCX OpCo.

Värde Partners, Inc. (“Värde Partners”) Address: 901 Marquette Avenue South, Suite 3300, Minneapolis, MN 55402 Place of Organization: Delaware Principal Business: investments Relationship: Värde Partners will hold a 28.82-percent voting interest in Reorganized GCX Limited through: its role as general partner of the Värde Fund XII (Master), L.P. (a Delaware limited partnership with a 1.84-percent direct voting and economic interest in Reorganized GCX Limited); the Värde Fund VI-A, L.P. (a Delaware limited partnership with a 0.44-percent direct voting and economic interest in Reorganized GCX Limited); the Värde Credit Fund Master, L.P. (a Cayman Islands limited partnership with a 0.75-percent direct voting and economic interest in Reorganized GCX Limited); Värde Investment Partners (Offshore) Master, L.P. (a Cayman Islands limited partnership with a 5.94-percent direct voting and economic interest in Reorganized GCX Limited); the Värde Skyway Master Fund, L.P. (a Cayman Islands limited partnership with a 3.78-percent direct voting and economic interest in Reorganized GCX Limited); Värde Credit Partners Master, L.P. (a Cayman Islands limited partnership with a 8.85-percent direct voting and economic interest in Reorganized GCX limited); and Värde Investment Partners, L.P. (a Delaware limited partnership with a 7.22-percent direct voting and economic interest in Reorganized GCX Limited).

George C. Hicks Address: 901 Marquette Avenue South, Suite 3300, Minneapolis MN 55402 Citizenship: United States Principal Business: investment management Relationship: Mr. Hicks is a co-founder and Chief Executive Officer of Värde Partners and holds a 33.3-percent voting and economic interest in Värde Partners. As CEO, he exercises ultimate voting control over the shares indirectly held by Värde Partners in Reorganized GCX Limited

Marcia L. Page Address: 901 Marquette Avenue South, Suite 3300, Minneapolis MN 55402 Citizenship: United States Principal Business: investment management

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Relationship: Ms. Page is a co-founder and Chair of Värde Partners and holds a 33.3- percent voting and economic interest in Värde Partners.

Greg Macmillan Address: 901 Marquette Avenue South, Suite 3300, Minneapolis MN 55402 Citizenship: United States Principal Business: investment management (retired) Relationship: Mr. Macmillan is a retired co-founder of Värde Partners and holds a 33.3- percent voting and economic interest in Värde Partners.

No other entity or individual, including Värde Partners Principals, will have an attributable 10-percent or greater voting or economic interest in Reorganized GCX Limited through Värde Partners.

Bardin Hill Investment Partners LP (“Bardin Hill Partners”) Address: 299 Park Avenue, 24th Floor, New York, NY 10171 Place of Organization: Delaware Principal Business: investments Relationship: Bardin Hill Partners will hold a 14.28-percent voting interest in Reorganized GCX Limited through its (or one or more of its affiliates’) role(s) as general partner and/or investment manager) of Bardin Hill WC Fund LP (a Cayman Islands limited partnership with a 1.25-percent direct voting and economic interest in Reorganized GCX Limited); Bardin Hill Event-Driven Master Fund LP (a Cayman Islands limited partnership with a 2.60-percent direct voting and economic interest in Reorganized GCX Limited); HCN LP (a Cayman Islands limited partnership with a 5.11-percent direct voting and economic interest in Reorganized GCX Limited); Halcyon Vallée Blanche Master Fund LP (an Ontario, Canada limited partnership with a 2.51-percent direct voting and economic interest in Reorganized GCX Limited); Halcyon Eversource Credit LLC (a Delaware limited liability company with a 1.01-percent direct voting and economic interest in Reorganized GCX Limited); and HDML Fund II LLC (a Delaware limited liability company with a 1.80-percent direct voting and economic interest in Reorganized GCX Limited).

Bardin Hill Investment Partners GP LLC (“BHIP GP”) Address: 299 Park Avenue, 24th Floor, New York, NY 10171 Place of Organization: Delaware Principal Business: investments Relationship: BHIP GP is the non-economic General Partner of Bardin Hill Partners, with a 100-percent voting interest.

Bardin Hill Management Partners LP (“Bardin Hill Management”) Address: 299 Park Avenue, 24th Floor, New York, NY 10171 Place of Organization: Delaware Principal Business: investments Relationship: Bardin Hill Management holds a 100-percent voting and economic interest in BHIP GP.

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Bardin Hill Management Partners GP LLC (“BHM GP”) Address: 299 Park Avenue, 24th Floor, New York, NY 10171 Place of Organization: Delaware Principal Business: investments Relationship: BHM GP is the non-economic General Partner of Bardin Hill Management, with a 100-percent voting interest.

Halcyon Holdings LLC (“Halcyon Holdings”) Address: 299 Park Avenue, 24th Floor, New York, NY 10171 Place of Organization: Delaware Principal Business: investments Relationship: Halcyon Holdings holds a 100-percent voting and economic interest in BHM GP.

Jason Dillow Address: 299 Park Avenue, 24th Floor, New York, NY 10171 Citizenship: United States Principal Business: investment management Relationship: Mr. Dillow is CEO of Bardin Hill Partners. Together with Kevah Konner, Pratik Desai, and John Greene, Mr. Dillow holds voting control over the shares indirectly held by Bardin Hill Partners in Reorganized GCX Limited. Mr. Dillow is also a limited partner in Bardin Hill Management, with a 57-percent economic interest, and a limited partner in Bardin Hill Partners, with a less than 10-percent economic interest. Mr. Dillow also holds a 100-percent voting and economic interest Halcyon Holdings.

Kevah Konner Address: 299 Park Avenue, 24th Floor, New York, NY 10171 Citizenship: United States Principal Business: investment management Relationship: Together with Jason Dillow, Pratik Desai, and John Greene, Mr. Konner holds voting control over the shares indirectly held by Bardin Hill Partners in Reorganized GCX Limited. Mr. Konner has less than a 10-percent indirect economic interest in Reorganized GCX Limited through limited partnership interests in Bardin Hill Partners and Bardin Hill Management.

Pratik Desai Address: 299 Park Avenue, 24th Floor, New York, NY 10171 Citizenship: United States Principal Business: investment management Relationship: Together with Jason Dillow, Kevah Konner, and John Greene, Mr. Desai exercises voting control over the shares indirectly held by Bardin Hill Partners in Reorganized GCX Limited. Mr. Desai has less than a 10-percent indirect economic interest in Reorganized GCX Limited through limited partnership interests in Bardin Hill Partners and Bardin Hill Management.

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John Greene Address: 299 Park Avenue, 24th Floor, New York, NY 10171 Citizenship: United States Principal Business: investment management Relationship: Together with Jason Dillow, Pratik Desai and Kevan Konner, Mr. Greene exercises voting control over the shares indirectly held by Bardin Hill Partners in Reorganized GCX Limited. Mr. Greene has less than a 10-percent indirect economic interest in Reorganized GCX Limited through limited partnership interests in Bardin Hill Partners and Bardin Hill Management.

No other entity or individual will have an attributable 10-percent or greater voting or economic interest in Reorganized GCX Limited through Bardin Hill Partners.

Christian Petersmann Address: Europa Residence, Place des Moulins, 98000, Monaco Citizenship: Principal Business: investment management Relationship: Christian Petersmann will hold an 11.46-percent voting interest in Reorganized GCX Limited through signatory authority over Crown Ocean Capital P1 Limited, a British Virgin Islands company, with a 6.77-percent economic and voting interest in Reorganized GCX Limited and Vedra Finance Limited, a British Virgin Islands Company, with a 4.69-percent interest in Reorganized GCX Limited. Mr. Petersmann has a combined indirect economic interest in Reorganized GCX Limited that is less than 10 percent.

Konstantin Stoyanov Address: Europa Residence, Place des Moulins, 98000, Monaco Citizenship: Germany Principal Business: investment management Relationship: Konstantin Stoyanov will hold an 11.46-percent voting interest in Reorganized GCX Limited through signatory authority over Crown Ocean Capital P1 Limited, a British Virgin Islands company, with a 6.77-percent economic and voting interest in Reorganized GCX Limited and Vedra Finance Limited, a British Virgin Islands Company, with a 4.69-percent interest in Reorganized GCX Limited. Mr. Stoyanov has a combined indirect economic interest in Reorganized GCX Limited that is less than 10 percent.

No other entity or person will hold a 10-percent-or-greater direct or indirect voting or economic interest in the Authority Holder.

III. DESIGNATED CONTACTS

The designated contacts for questions concerning this Joint Petition are as follows:

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For Transferor and the Authority Holder: For Transferee:

Kent Bressie Kent Bressie Henry Shi Henry Shi Colleen Sechrest Colleen Sechrest Harris, Wiltshire & Grannis LLP Harris, Wiltshire & Grannis LLP 1919 1919 M Street, N.W., Suite 800 M Street, N.W., Suite 800 Washington, D.C. 20036-3537 Washington, D.C. 20036-3537 +1 202 730 1337 +1 202 730 1337 [email protected] [email protected]

With a copy for Transferor to: With a copy for Transferee to:

Michael Katzenstein Jocelyn Cho Chief Restructuring Officer Deputy General Counsel GCX Limited World Business Centre 2 c/o FTI Consulting, Inc. Newall Road Three Times Square, 9th Floor Middlesex New York, New York 10036 TW6 2SF +1 212 247 1010 United Kingdom [email protected] +44 20 8636 1271 [email protected]

With a copy to New Equity Holders to:

Brian Pfeiffer William Guerrieri White & Case LLP 200 S. Biscayne Blvd., Suite 4900 Miami, FL 33131 +1 305 371 2700 [email protected]

Maury Mechanick White & Case LLP 701 13th Street, NW Washington, DC 20005 +1 301 633 6528 [email protected] Counsel for the Ad Hoc Group of New Equity Holders

IV. DESCRIPTION OF THE TRANSACTION

Pursuant to the Plan, upon emergence, Reorganized GCX Limited will operate pursuant to new organizational documents (as a newly formed Bermuda entity) and will issue new equity

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interests (“New Equity Interests”), to be held by the New Equity Holders. As described in Exhibit I of the Plan Supplement (the “Description of Transaction Steps”),5 the New Equity Interests will first be distributed to GCX OpCo, which will exchange such New Equity Interests for the assets of

GCX Limited DIP (including the indirect equity interests in the Authority Holder). GCX Limited

DIP will then issue the New Equity Interests to the New Equity Holders. Through the same process, Reorganized GCX Limited will be re-capitalized through a New First Lien Facility (as defined in the Plan) and New Second Lien Bonds (as defined in the Plan). The New Equity Holders will enter into a Stockholders’ Agreement to set forth their agreement with respect to their rights and the governance of Reorganized GCX Limited and its subsidiaries.

The New Equity Holders are a diverse group of independent investors, none of which will hold a controlling voting or economic interest or exercise de facto control singly or jointly through any other arrangement. As previously noted, the New Equity Holders will enter into a

Stockholders’ Agreement to govern their respective rights and interests in Reorganized GCX

Limited. Pursuant to an agreed-upon term sheet, this Stockholders’ Agreement will have the following key provisions:

 Only one class of equity will be issued (other than equity issued pursuant to the Management Incentive Plan).

 The Board of Directors will consist of five (5) directors, elected annually.

 Each New Equity Holder holding at least 25 percent of the issued and outstanding New Equity Interests shall be entitled to appoint one (1) director for each 25 percent- interest held.

5 Notice of Filing of Supplement to Joint Prepackaged Chapter 11 Plan of GCX Limited and Its Debtor Affiliates, Case No. 19-12031-CSS (Bankr. D Delaware) [Docket No. 156].

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 One director shall be Reorganized GCX Limited’s Chief Executive Officer.

 The remaining directors shall be appointed by the affirmative vote of the majority of the issued and outstanding New Equity Interests.

 All major corporate actions decided by the Board of Directors shall be decided by a simple majority vote.

Under this governance structure, only Värde Partners will have the initial right to appoint a director based on its overall 28.82-percent voting and economic interest in Reorganized GCX

Limited—and thereby an indirect 28.82-percent voting and economic interest in the Authority

Holder—while the majority of directors will be elected by a simple majority vote of all New Equity

Interests.

In Exhibit A, the Petitioners provide a diagram illustrating the current ownership structure of the Authority Holder. In Exhibit B, the Petitioners provide a diagram illustrating the post-consummation ownership structure of the Authority Holder. Exhibits C and D illustrate the ownership structures of Värde Partners, Inc. and Bardin Hill Investment Partners,

L.P., respectively.

V. DESCRIPTION OF THE FINANCING ARRANGEMENTS

Petitioners seek approval for the Authority Holder, following completion of the Proposed

Transaction, to enter into or participate in new, amended and restated financing arrangements up to an aggregate amount of $250 million (the “Financing Arrangements”), consisting of a $50 million senior Initial Term Loans and $200 million in Second Lien Notes. To maintain adequate flexibility to respond to market conditions and requirements and to respond to future acquisition and other business opportunities, Petitioners seek authority to enter into Financing Arrangements that are consistent with the terms outlined below, which would permit, to the extent market

12 conditions may warrant, modifications to the specific structure of the financing in a manner most favorable to Petitioners.

Amount: Up to $250 million (the “Aggregate Amount”)

Issuer/Borrower: In connection with the Proposed Transaction, Reorganized GCX Limited will incur new debt as part of its recapitalization. The Authority Holder will be a subsidiary guarantor for, and the equity interest in the Authority Holder will be collateral securing the obligations of Reorganized GCX Limited under, the Financing Arrangements.

Security: The Financing Agreements will be secured financings, which will include a grant of a security interest in the assets of Reorganized GCX Limited and its current and future subsidiaries, including upon consummation of the Proposed Transaction, the Authority Holder.

Purpose: The Financing Arrangements will be used for various purposes, including financing the Proposed Transaction, repayment of debtor-in-possession financing of GCX Limited DIP, working capital, and other corporate purposes.

Other Provisions: The Initial Term Loans will have an interest rate of 12% per annum and a maturity of 2 years. The Second Lien Notes will have a maturity of 3 years from the Effective Date as defined in the Plan, and will pay cash interest during the first year of 5% and also pay additional interest either at 5% payable in cash or 7% payable as increases to the aggregation principal amount, at the discretion of Reorganized GCX Limited; and pay 10% interest after the first year after the date of issue.6

Petitioners request approval, to the extent necessary, for the Authority Holder, following consummation of the Proposed Transaction, to incur debt as borrower, co-borrower or guarantor and to pledge its assets as security for Financing Arrangements up to the Aggregate Amount consistent with the parameters outlined above.

VI. THE PROPOSED TRANSACTION AND FINANCING ARRANGEMENTS ARE IN THE PUBLIC INTEREST

Consummation of the Proposed Transaction will permit Debtors to emerge from bankruptcy and enable the Authority Holder to operate on a stronger financial footing. The Authority Holder

6 See Amended Plan Supplement to Joint Prepackaged Chapter 11 Plan of GCX Limited and its Debtor Affiliates, Exhibit B-1, Form of Second Lien Notes Due 2023, to Exhibit E, New Second Lien Documents, No. 19-12031-CSS (Bankr. D Delaware) [Docket No. 172]. 13 will benefit from Reorganized GCX Limited’s re-capitalization and will be better positioned to serve their existing customers with expanded service offerings, and to increase their modest market share through more vigorous marketing of their services.

Following the consummation of the Proposed Transaction, the Authority Holder will continue to provide the same or improved services to its customers. The Proposed Transaction will be transparent to customers and will not alter the manner of service delivery or billing.

Further, the Proposed Transaction will not reduce the number of competitors in New York since the Transferee will not be, will not control, and will not be affiliated with, any telecommunications providers in the New York.

Approval of the Authority Holder’s participation the Financing Arrangements will serve the public interest by providing Reorganized GCX Limited with the ability to use debt financing for some or all of the consideration for the Proposed Transaction. The Financing Arrangements are necessary and appropriate, are consistent with the performance by the Authority Holder of its services to the public, will not impair their ability to perform such services and will promote their corporate purposes. The Financing Arrangements will be transparent to the customers of the Authority Holder and will not disrupt service or cause customer confusion or inconvenience.

VII. SUBMISSION OF FINANCIAL INFORMATION

This Commission has adopted a policy of dispensing with the submission of detailed financial information regarding transactions by non-dominant carriers such as the Authority

Holder:

“The Commission has previously determined that regulations intended to apply to monopoly utilities may be relaxed when a company operates in a competitive environment. Therefore, we shall grant petitioners’ request to waive Parts 37 and 39 of the Commission’s Rules. The financial and other information called for in Parts 37 and 39 are of little value in the competitive sector where the financial status of the players is of little, if

14 any, interest to the Commission in discharging its regulatory responsibilities.7

Accordingly, the Petitioners respectfully request that the Commission act upon and approve this Petition in accordance with the information contained herein.

WHEREFORE, the Petitioners respectfully request that the Commission:

1. Authorize Reorganized GCX Limited to acquire indirect ownership and control of Authority Holder;

2. Authorize Authority Holder to participate in Financing Arrangements of up to

$250 million on the terms described herein;

3. Grant such other and further consents and authorizations as may be required to effectuate the transactions described herein.

Respectfully submitted:

______Kent Bressie Henry Shi Colleen Sechrest Harris, Wiltshire & Grannis LLP 1919 M Street, N.W., Suite 800 Washington, D.C. 20036-3537 +1 202 730 1337 [email protected] Counsel for GCX Limited, Debtor-in- Possession, Vanco US, LLC, and GCX Limited (Reorganized) February 24, 2020

7 Case No. 92-C-1218, Petition of Teleport Communications Group, et. al. for Authority to Issue and Acquire Shares, and to Issue Evidences of Indebtedness, “Order Approving Petition,” issued and effective April 13, 1993. See also Case No. 90-C-0166, Petition of Alltel Corporation for a Declaratory Ruling that the Commission Lacks Jurisdiction Over the Proposed Change of its State of Incorporation or, in the Alternative for Approval of the Proposed Transaction, “Declaratory Ruling,” issued and effective April 23, 1990.

15 Stated interests are voting and economic Exhibit A Vanco US and GCX Limited are identified in blue; GCX Limited, Debtor-in-Possession and Vanco US, LLC their previous ultimate Corporate parent, RCOM, is identified in red Ownership Structure as of September 15, 2019 Dashed lines indicate interests preempted by insolvency proceedings AAA Telecom Holdings () Kokilaben Ambani (India) Private Limited (Cyprus) 10% 67% 33% AAA Reliance Telecom 100% 100% Business Machines Reliance Innoventures Infrainvest Pvt Ltd (formerly Private Ltd.) (India) Private Limited (INDIA) Telecom Infrastructure 90% 10% Private Finance Ltd) (India) 100% 90% Reliance Ornatus Enterprises and Ventures Private Limited (formerly 0.07% Reliance Wind Turbine Installators ADA Enterprises and Enterprises Private Limited Industries Private Limited (formerly Ventures (formerly AAA Communications AAA Industries Private Private Limited) (India) Private Limited) 0.45% 3.13% 0.18% Limited) (India) (India) 0.31% 3.33% 13.22%

79.20% Reliance Communications Limited 100% Reliance PUBLIC (India) Communications (Anish Nanavaty, Resolution Professional) Infrastructure Limited (India) 0 .004%

Reliance 99.665% 89.24% 10.76% Globalcom Limited (DIP) Global Cloud Xchange Limited (Bermuda) (Bermuda) 100% Reliance Vanco Group Limited (DIP) (United Kingdom) 100% FLAG Telecom Group Reliance Services Limited (DIP) Globalcom BV 100% () 100% (Bermuda) 100% VNO Direct Limited (DIP) (United Kingdom) 100% GCX Limited (DIP) 100% (Bermuda) 100% YIPES Holdings, Inc. 100% Vanco Solutions, Inc. (Delaware) Reliance Infocom, Inc. (Delaware) (DELAWARE) 100%

100% Vanco US LLC (DIP) Reliance Globalcom Services Inc. (Delaware) (Delaware) Reliance Communications, Inc. (Delaware) Exhibit B Reorganized GCX Limited and Vanco US, LLC Post-Emergence Ownership Structure

Bardin Hill Investment Värde Partners, Inc. See Exhibits C and D for ownership structures Partners LP (Delaware) of Värde Partners, Inc. and Bardin Hill (Delaware) Investment Partners, respectively

Intermediate entities Intermediate entities and funds and funds Crown Ocean Capital Konstantin Stoyanov 28.82% 14.28% (Germany) P1 Limited Other New Equity Holders with 6.77% (British Virgin Islands) Reorganized GCX Limited less than 10-percent voting (Bermuda) 45.44% or economic interest signatory authority* Vedra Finance Limited 4.69% 100% Christian Petersmann (British Virgin Islands) (Germany) GCX OpCo (Bermuda) [Cable Landing Licensee]

100%

FLAG Telecom Group Reliance Vanco Group Limited 100% Services Limited (United Kingdom) (Bermuda)

100% VNO Direct Limited 100% (United Kingdom) YIPES Holdings, Inc. (DELAWARE, USA) Vanco US and GCX Limited are identified in 100% blue 100% 100% Vanco Solutions, Inc. All interests are voting and economic (Delaware) Reliance Globalcom Services Inc. unless otherwise noted (Delaware) *Messrs. Petersmann and Stoyanov each have Vanco US LLC less than a 10% indirect economic interest in (Delaware) Reorganized GCX Limited Exhibit C Värde Partners, Inc. Ownership Structure

All interests are voting and economic unless otherwise stated

Greg Macmillan George C. Hicks Marcia L. Page (U.S.) (U.S.) (U.S.)

33.3% 33.3% 33.3%

Värde Partners, Inc. (Delaware)

General Partner 100% voting control

Värde Partners, Inc. Investment Funds: Värde Fund XII (Master), L.P. (Delaware) [1.84%] Värde Fund VI-A, L.P. (Delaware) [0.44%] Värde Asia Credit Fund Master, L.P. (Cayman Islands) [0.75%] Värde Investment Partners (Offshore) Master, L.P. (Cayman Islands) [5.94%] Värde Skyway Master Fund, L.P. (Cayman Islands) [3.78%] Värde Credit Partners Master, L.P. (Cayman Islands) [8.85%] Värde Investment Partners, L.P. (Delaware) [7.72%]

28.82%

Reorganized GCX Limited (Bermuda) Exhibit D Bardin Hill Ownership Structure

100% voting and economic interest Halcyon Holdings LLC Jason Dillow (Delaware) (U.S.) Limited Partnership Interests: 100% voting and economic interest Bardin Hill Investment Partners LP (<10%) Bardin Hill Management Partners GP LLC Bardin Hill Management Partners LP (57%) (Delaware) General Partner 100% voting interest Kevah Konner Bardin Hill Management Partners LP (U.S.) (Delaware) Non-Disclosable Limited Partnership Interests: 100% voting and economic interest Bardin Hill Investment Partners LP Bardin Hill Investment Partners GP LLC Bardin Hill Management Partners LP (Delaware) General Partner 100% voting interest Pratik Desai Bardin Hill Investment Partners, LP (U.S.) (Delaware) Non-Disclosable Limited Partnership Interests: General Partner (or Manager) Bardin Hill Investment Partners LP 100% voting interest Bardin Hill Management Partners LP Bardin Hill Investment Funds: Bardin Hill WC Fund LP (Cayman Islands) [1.25%] John Greene Bardin Hill Event-Driven Master Fund LP (Cayman Islands) [2.60%] (U.S.) HCN LP (Cayman Islands) [5.11%] Non-Disclosable Limited Partnership Interests: Halcyon Vallée Blanche Master Fund LP (Ontario, Canada) [2.51%] Bardin Hill Investment Partners LP Halcyon Eversource Credit LLC (Delaware) [1.01%] HDML Fund II LLC (Delaware) [1.80%] LP: Bardin Hill Management Partners LP 14.28% voting interest exercised by 14.28% voting and economic interest Jason Dillow, Kevah Konner, Pratik Desai, and John Greene

Reorganized GCX Limited (Bermuda)

VERIFICATIONS