8. Request to File Under Seal

Pursuant to Rule 11.4, Applicants have filed a motion for leave to file Exhibit C to the application as confidential material under seal. Applicants represent that the information is sensitive, and disclosure could place them at an unfair business disadvantage. We have granted similar requests in the past, and do so here.

Findings of Fact

1. Cox is a Delaware limited liability company.

2. Cox CA is a Delaware limited liability company.

3. CoxCom, LLC is a Delaware limited liability company

4. Cox has a CPCN and provides local exchange and interexchange services in California.

5. CoxCom, LLC is the current parent of Cox and currently provides cable television and high speed internet in California and other states.

6. As a result of this transaction, Cox will be transferred from CoxCom, LLC to Cox CA pursuant to an internal corporate reorganization within the Cox network of companies.

7. As a result of the internal corporate reorganization, Cox CA will receive a transfer of CoxCom, LLC's California based assets and will be providing cable television and high speed internet services to California consumers.

8. The corporate reorganization, set forth in the proposed transaction, is intended to align Cox's various lines of business with a single corporate entity operating only in California.

9. As a result of this transaction, Cox CA will be an intermediate owner of Cox with ultimate ownership of Cox being retained by CoxCom, LLC and its parent, Cox Communications, Inc.

10. The operations, finances, and management of Cox will be unaffected by this transaction.

11. The proposed transaction will streamline the administrative filings that CoxCom, LLC is required to and that Cox CA will be required to file on a going forward basis.

12. Applicants have provided financial statements that demonstrate that they and Cox Communications, Inc., have sufficient resources to meet the Commission's financial requirements.

13. On October 20, 2011, Greenlining filed a protest to the Application.

14. On October 31, 2011, Applicants filed a reply to the Greenlining protest, arguing that it had no legal basis.

15. On February 21, 2012, the assigned Commissioner issued a Scoping Memo and Ruling denying the Greenlining protest finding that it was outside of the scope of the proceeding.

16. Pursuant to Rule 11.4, Applicants filed a motion for leave to file Exhibit C to the application under seal.

17. Notice of this application appeared on the Commission's Daily Calendar on September 20, 2011. There was one protest to this application.

18. No hearings are necessary.

Conclusions of Law

1. The Commission will apply the same requirements to a request for approval of an agreement for the transfer of control of providers of non-dominant resale local exchange and inter- and intra-LATA telecommunications services within California as it does to an initial applicant for authority to provide such services.

2. The CPCNs currently held by Cox will be retained.

3. Cox CA will be an intermediate owner of Cox with ultimate ownership of Cox being retained by CoxCom, Inc. and its parent, Cox Communications, Inc; the management and ultimate shareholder control of the companies will remain the same; and each company will have the required financial resources; as a result, this transaction meets the Commission's requirements for issuance of a CPCN to provide non-dominant resale local exchange and inter- and intra-LATA telecommunications services within California.

4. The Greenlining protest is outside of the scope of this proceeding.

5. This transaction is in the public interest.

6. Applicants' motion to file their Exhibit C to the application under seal should be granted for two years.

7. The decision should be effective immediately.

ORDER

IT IS ORDERED that:

1. Pursuant to Pub. Util. Code §§ 852 and 854, the joint Application of Cox California Telcom, LLC and Cox Communications California, LLC for transfer of control of Cox California Telcom, LLC from CoxCom, LLC to Cox Communications California, LLC through an internal corporate reorganization 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. The Assigned Commissioner's Scoping Memo and Ruling denying the Greenlining Institute protest is affirmed.

4. Cox California Telcom, LLC and Cox Communications California, LLC's request to file Exhibit C 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 other than the assigned Commissioner, the assigned Administrative Law Judge, the Assistant Chief Administrative Law Judge, or the Chief Administrative Law Judge, except as agreed to in writing by Cox California Telcom, LLC and Cox Communications California, LLC, or their successors in interest, or as ordered by a court of competent jurisdiction. If Cox California Telcom, LLC and Cox Communications California, LLC, or their successors in interest, believe that it is necessary for this information to remain under seal for longer than two years, Cox California Telcom, LLC and Cox Communications California, LLC, or their successors in interest may file a new motion at least 30 days before the expiration of this limited protective order.

5. Application 11-09-009 is closed.

This order is effective today.

Dated May 24, 2012, at San Francisco, California.

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