2. Proposed Transaction

Under the proposed transaction, Wilcon will acquire a 100% ownership interest in Wilshire, which, in turn, holds 100% of the membership interest in NTC. Under the terms of the transaction, all membership, financial, and other interests in Wilshire Connection will be transferred from its current members to Wilcon in exchange for cash payments.

Applicants represent that the proposed transfer of control will be transparent to customers and will not result in any changes to services or charges for customers other than those that would otherwise occur during the normal course of business. Applicants state that after the merger, day-to-day management of Wilshire and NTC, through Wilcon, will be overseen by Mr. Jon DeLuca and the companies will continue to provide the same range of telecommunications services to customers in California. Wilshire and NTC will retain their CPCN authorities, and will provide service in California under their existing tariffs on file with the Commission.

Applicants state that this transaction will benefit Wilshire by allowing its current members to redeploy their capital into other investments, while Wilcon's investors view the proposed transaction as a business opportunity that will further their core investment management strategy.