2. Background
2.1. Applicant
On November 9, 2009, NobelTel, LLC and Nobel Holding, Inc. (Applicants) filed this application for authorization of the indirect transfer of NobelTel, LLC (NobelTel) to Nobel Holding, Inc. (Holding). On December 17, 2009, the assigned Administrative Law Judge (ALJ) issued a ruling, requesting further information. On December 28, 2009, applicants requested an extension of time to respond to part of the ALJ's request. On December 29, 2009, the ALJ granted Applicants a two-week extension beyond the December 28, 2009 due date to respond. On December 29, 2009, Applicants informally notified the ALJ via phone that the transfer of control had been completed on December 15, 2009, following this up with a formal written notification on December 30, 2009. On December 30, 2009, Applicants filed a partial response to the ruling (Response A). On January 13, 2010, Applicants filed the balance of their response to the ruling (Response B). In Response B, Applicants also requested that their application be amended to seek approval of a transfer that had already occurred.
Applicants' principal place of business is located at 5857 Owens Avenue, Suite 202, Carlsbad, CA 92008.
NobelTel currently holds a certificate of public and convenience and necessity (CPCN) as a facilities-based carrier to provide inter-LATA and intra-LATA telecommunications services.1 NobelTel is a direct, wholly owned subsidiary of Nobel, Inc., a privately held Delaware corporation. Currently two parties combined (Thomas Knobel and Michael Knobel) hold 100% of the stock of Nobel, Inc. and thus, indirectly, 100% of NobelTel.
Holding is a newly formed Delaware corporation that will function as a holding company and own 100% of Nobel, Inc., and therefore 100% of NobelTel. Richard Mahfouz, a U.S. citizen, will own 100% of Holding post-close. Richard Mahfouz was, prior to this transfer, the President and Chief Executive Officer of NobelTel. Neither Richard Mahfouz nor Holding holds any authorization to provide telecommunications services and, until this transfer occurred, neither held a 10% or greater interest in any company that offers domestic or foreign telecommunications services.
2.2. Authority Sought by Applicants
Applicants seek Commission authorization for Holding to transfer control of NobelTel through the acquisition of 100% of the issued and outstanding shares of capital stock of Nobel, Inc.
Pursuant to a Stock Purchase Agreement (Agreement) dated October 26, 2009 between the Knobels, Nobel, Inc. and Holding, Holding would purchase 100% of the shares of Nobel, Inc. The transaction closed on December 15, 2009, prior to authorization of the transaction by the Commission.
Applicants state that the transfer of control of NobelTel to Holding does not involve the transfer of operating authority, assets or customers, and therefore will not affect the identity of the utility authorized to provide telecommunications services in California. NobelTel will continue to offer the same services to customers at the same rates and under the same terms and conditions. Further, Applicants do not anticipate that the transaction will cause any changes to the current management or operational personnel of NobelTel, and state that the transaction will be seamless and transparent to NobelTel customers. The only change resulting from approval of the application is that NobelTel will be owned by Holding, rather than Nobel, Inc.
Effective December 3, 2009, the Federal Communications Commission (FCC) granted the transfer of control application of NobelTel to Richard Mahfouz.2
1 See Decision (D.) 02-11-042 as modified by D.03-01-044.
2 http://hraunfoss.fcc.gov/edocs_public/attachmatch/DA-09-2526A1.pdf.
