7. Assignment of Proceeding

Catherine J.K. Sandoval is the assigned Commissioner and Julie A. Fitch is the assigned ALJ in this proceeding.

Findings of Fact

1. Wilshire is a Delaware corporation and NTC is a wholly-owned subsidiary of Wilshire incorporated in California.

2. In D.98-10-037, Wilshire was granted a CPCN authorizing the company to provide resale competitive local exchange and interexchange services in California. Wilshire's CPCN for limited-facilities based telecommunications services was granted in D.99-10-025.

3. In D.99-06-083, NTC was granted full facilities-based and resale competitive local exchange and interexchange authority in California.

4. Wilcon is a Delaware corporation that was formed to hold the limited liability company membership interests in Wilshire and NTC.

5. Wilcon is a subsidiary of Pamlico Capital, which was founded in 1988 and is based in Charlotte, North Carolina.

6. Wilcon does not currently hold any California CPCN authority.

7. Under the proposed transaction, Wilcon will acquire a 100% ownership interest in Wilshire, which, in turns, owns 100% of NTC.

8. After the merger, Wilshire and NTC will both retain their CPCN authority and will provide the same range of services to California customers under the same terms.

9. Wilshire and NTC will be managed by Wilcon after the transaction.

10. Applicants have filed financial documents under seal which show that Wilcon meets the Commission's financial requirements for issuance of a CPCN authorizing the provision of facilities-based, limited-facilities-based, and resale competitive local exchange and interexchange service.

11. Applicants have demonstrated sufficient technical expertise in telecommunications to meet Commission requirements for approval of this transaction.

12. The proposed transaction will strengthen Wilshire and NTC's competitive position by increasing their access to capital and will combine the market access and expertise of Wilcon and Pamlico Capital.

13. Pursuant to Rule 11.4, Applicants have filed a motion for leave to file confidential materials contained in Exhibits C, D, and E to the application, as well as Exhibit 2 in the response to the February 7, 2012 ALJ request for additional information, under seal.

14. Notice of this application appeared on the Commission Daily Calendar on December 16, 2011.

15. No protests to this application were filed.

16. No hearing is necessary.

Conclusions of Law

1. Under § 854, the Commission must approve any transfer of control of a regulated utility in order to ensure that the transfer is in the public interest and is not adverse to the interests of customers interested in receiving service.

2. The Commission will apply the same requirements to a request for approval of an agreement for the transfer of control of a provider of telecommunications services within California as it does to an initial applicant for authority to provide such services.

3. Applicants have met the Commission's requirements for approval of a transfer of control.

4. This transaction is in the public interest.

5. Applicants' motion to file their Exhibits C, D, and E to the application, as well as Exhibit 2 in the response to the February 7, 2012 ALJ request for additional information, under seal should be granted for two years.

6. Since this matter is uncontested, the decision should be effective on the date it is signed.

ORDER

IT IS ORDERED that:

1. Pursuant to Public Utilities Code § 854, the joint application of Wilshire Connection, LLC (Wilshire) and its wholly-owned subsidiary NTC Network, LLC, (NTC) for authorization to transfer the control of Wilshire and NTC to Wilcon Holdings, LLC, is approved.

2. Within five days of the closing of the transaction, the companies shall notify the Commission's Communications Division, by letter, of the consummation of the transaction.

3. The joint motion of Wilshire Connection, LLC (Wilshire), NTC Network, LLC (NTC), and Wilcon Holdings, LLC (Wilcon) to file their Exhibits C, D, and E to the application under seal is granted. The motion to file under seal Exhibit 2 in the response to the February 7, 2012 Administrative Law Judge (ALJ) request for additional information is also granted. The information will remain under seal for a period of two years after the date of issuance of this order. During this two-year period, this information may not be viewed by any person other than the assigned Commissioner, the assigned ALJ, the Assistant Chief ALJ, or the Chief ALJ, except as agreed to in writing by Wilshire, NTC, or Wilcon, or their successors in interest, or as ordered by a court of competent jurisdiction. If Wilshire, NTC, or Wilcon, or their successors in interest, believe that it is necessary for this information to remain under seal for longer than two years, they or their successors in interest may file a new motion at least 30 days before the expiration of this limited protective order.

4. Application 11-12-005 is closed.

This order is effective today.

Dated March 22, 2012, at San Francisco, California.

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