Telstra – indefeasible rights over dark fibre on Tabua, Proa and Bulikula subsea cables

WA-40030

Telstra International Networks Pty Ltd (**TINS**) and Telstra Australia Networks Pty Ltd (**TANS**), each a wholly owned subsidiary of Telstra Group Limited (**Telstra**), propose to acquire indefeasible rights of use (**IRUs**) over dark fibre on three new subsea cables (the Tabua, Proa and Bulikula cables (together, the **Pacific Connect Cables**)) from Manta Ray Solutions LLC and Perch Infrastructure Pty Ltd, being indirect subsidiaries of Google LLC (the **Acquisition**). TINS and TANS supply international telecommunications services to government, enterprise and business customers outside Australia. In Australia, Telstra provides mobile, fixed-line, internet and data services to consumers, businesses and government, amongst other telecommunications and technology infrastructure. Subsea cables are fibre-optic cables that carry telecommunications data (principally internet traffic, telephone calls, and private-network data) underwater between countries, continents and islands. The Pacific Connect Cables are high fibre count subsea systems, with each of those systems comprising 16 fibre pairs. The subsea dark fibre being acquired by Telstra will need to be ‘lit’ by Telstra to enable live services. Telstra will need to install its own electronic equipment, known as submarine line termination equipment, to activate capacity on each of its designated fibre pairs. The IRUs to be acquired will provide Telstra with an exclusive right to use certain fibre pairs on the Pacific Connect Cables for a period of 15 years. Telstra will have the ability to sell some or all of the capacity that it activates on these cables to third parties.