Assignment of Proceeding

Catherine J. K. Sandoval is the assigned Commissioner and Richard W. Clark is the assigned ALJ in this proceeding.

Findings of Fact

1. Resolution ALJ 176-3283 determined that this was a ratesetting proceeding and that hearings were not necessary.

2. Notice of this application appeared in the Commission's Daily Calendar of October 7, 2011.

3. No protests were filed.

4. Applicants sought review under Pub. Util. Code §§ 851-854.

5. Review of the financial documents submitted in support of Gores AC's financial qualifications indicate that it will have sufficient resources to meet Commission requirements.

6. Since Applicants expect the proposed transaction will not change FCL's, Globalcom's, and Xtension's day-to-day operations, Gores AC will possess the necessary technical expertise required by the Commission.

7. It appears that no affiliate, officer, director, partner, or owner of more than 10% of any of the applicants, or any person acting in that capacity, has filed for bankruptcy during their association or tenure with the company.

8. None of the applicants has complaints (alleging fraud or significant wrongdoing) pending against it before this Commission, the FCC, or any other state Commission.

9. The Commission encourages applicants to fully divulge information of a sanctioning nature regarding their interaction with the FCC or other state regulatory authorities.

10. The Commission is the Lead Agency for this project under CEQA.

11. Pursuant to Rule 11.4, Applicants filed a motion for leave to file confidential materials under seal, including Exhibit B to the application.

Conclusions of Law

1. The proposed transfer of control of FCI to Gores AC is not adverse to the public interest.

2. This proceeding is designated as a ratesetting proceeding; no protests have been received; no hearing is necessary.

3. It can be seen with certainty that the proposed transfer will not have any significant adverse impact on the environment.

4. Gores AC meets the Commission's requirements for a company acquiring authorized providers of local exchange and interexchange telecommunications services.

5. The application should be approved pursuant to Pub. Util. Code § 854(a); since the matter is uncontested, the decision should be effective on the date it is signed.

6. Applicants' motion to file their Exhibit B to the application under seal should be granted, and the information will remain under seal for a period of three years after the date of issuance of this order.

ORDER

IT IS ORDERED that:

1. First Communications, Inc. (FCI), the parent company of First Communications, LLC (FCL), Globalcom, Inc. (Globalcom), and Xtension Services, Inc. (Xtension), and Gores AC Holdings, LLC (Gores AC) are authorized, pursuant to Pub. Util. Code § 854(a), to consummate a transaction whereby Gores AC will acquire control of FCI, the parent company of FCL, Globalcom, and Xtension (Operating Companies), and indirectly acquire control of the Operating Companies.

2. First Communications, Inc. and Gores AC Holdings, LLC shall notify the Director of the Commission's Communications Division in writing of the transfer of control authorized herein, within 10 days or no later than either the date of consummation of such transfer, or the date of the signing of this order.

3. The application is granted as set forth above and the authority granted shall expire if not exercised within one year after the effective date of this order.

4. The motion of Gores AC Holdings, LLC (Gores AC), First Communications, LLC (FCL), Globalcom, Inc. (Globalcom), and Xtension Services, Inc. (Xtension) to file their Exhibit B to the application under seal is granted. The information will remain under seal for a period of three years after the date of issuance of this order. During this three-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 Gores AC, FCL, Globalcom, and Xtension or their successors in interest, or as ordered by a court of competent jurisdiction. If Gores AC, FCL, Globalcom and Xtension, or their successors in interest, believe that it is necessary for this information to remain under seal for longer than three years, Gores AC, FCL, Globalcom, and Xtension, or their successors in interest may file a new motion at least 30 days before the expiration of this limited protective order.

5. Application 11-09-023 is closed.

This order is effective today.

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

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