8. Assignment of Proceeding

Michael R. Peevey is the assigned Commissioner and Richard W. Clark is the assigned ALJ in this proceeding.

Findings of Fact

1. West Corporation (West) is a corporation organized under the laws of Delaware.

2. West's majority owner is THL, a private equity firm. THL holds an aggregate interest of approximately 60 percent in West.

3. HyperCube Telecom, LLC (HyperCube) is a limited liability company organized under the laws of the state of Delaware.

4. HyperCube is a wholly-owned subsidiary of Parent a Delaware limited liability company and holding company.

5. Rubik is a wholly-owned subsidiary of West, formed solely for the purpose of acquiring HyperCube.

6. The transaction will be consummated through the non-applicant entities Parent and Rubik.

7. Parent, Rubik, West and certain individuals and entities holding direct or indirect membership interests in Parent have entered into an agreement pursuant to which Rubik will acquire all of the membership interests in Parent and, indirectly, in HyperCube (the Transaction).

8. Although the Transaction will result in a transfer of the ownership and control of HyperCube to Rubik, no assets or authorization to provide service will be transferred from HyperCube to Rubik or West.

9. In California, HyperCube is authorized to provide local and interexchange service on a resale and limited facilities basis pursuant to D.01-11-049.

10. HyperCube currently provides telecommunications services in California and there will be sufficient experience and expertise for its continued operations, post transfer of control.

11. Applicants have provided financial statements that demonstrate that both West and Parent have access to well over $100,000 in cash or cash equivalent, which is reasonably liquid and available and which is sufficient to cover operating expenses and any deposits third-party carriers may require.

12. Pursuant to Rule 11.4, Applicants filed a motion for leave to file confidential materials under seal, including Exhibits F and H to the application.

13. Notice of this application appeared on the Commission's Daily Calendar on December 7, 2011. There were no protests to this application.

14. No hearings are necessary.

Conclusions of Law

1. Where a company that does not possess a CPCN desires to acquire control of a company or companies that do possess a CPCN, the Commission will apply the same requirements, to the acquiring company, as would be applied to an initial applicant seeking a CPCN.

2. West Corporation will be the ultimate owner of HyperCube, LLC and its subsidiaries, but no transfer of certificates, assets or customers will occur; the management of the companies will remain essentially the same; and each company will have the financial resources required; as a result, this transaction meets the Commission's requirements for approval of this transaction.

3. This transaction is in the public interest.

4. Applicants' motion to file their Exhibits F and H to the supplement to the application under seal should be granted for two years.

5. 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 application of West Corporation and HyperCube Telecom, LLC (HyperCube) for approval of a transaction in which West will acquire indirect control of HyperCube is approved.

2. Within five days of the closing of the transaction, the surviving entities shall notify the Communications Division, by letter, of the consummation of the transaction.

3. Applicants' motion to file their Exhibits F and H under seal is 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 will remain under seal and may not be viewed by any person outside the Commission, except as agreed to in writing by Applicants or their successors in interest, or as ordered by a court of competent jurisdiction. If West Corporation (West) or Hypercube Telecom, LLC (HyperCube), or either of their successors in interest, believe that it is necessary for this information to remain under seal for longer than two years, West or HyperCube, or their successors in interest may file a new motion at least 30 days before the expiration of this limited protective order.

4. Application 11-12-002 is closed.

This order is effective today.

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

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