COM/MP1/avs Date of Issuance 12/5/2008

Decision 08-12-021 December 4, 2008

BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA

Joint Application of Warburg Pincus Private Equity IX, L.P., Warburg Pincus Private Equity X, L. P. and Electric Lightwave, LLC (U5377C), Eschelon Telecom, Inc. (U6864C), and Advanced Telcom, Inc. (U6083C) for Approval of an Indirect Transfer of Control of Electric Lightwave LLC, Eschelon Telecom, Inc. and Advanced Telecom, Inc.

Application 07-09-012 (Filed September 18, 2007)

DECISION GRANTING MOTION TO DISMISS APPLICATION FOR APPROVAL OF INDIRECT TRANSFER OF CONTROL

TABLE OF CONTENTS

Title Page

DECISION GRANTING MOTION TO DISMISS APPLICATION FOR APPROVAL OF INDIRECT TRANSFER OF CONTROL 22

1. Summary 22

2. Parties to the Transaction 22

2.1. Factual Background and Procedural History 44

3. Discussion 66

3.1. The Motion to Dismiss is Granted 66

4. Conclusion 1414

5. Category and Need for Hearing 1414

6. Comments on Proposed Decision 1414

7. Comments on Proposed Alternate Decision 1515

8. Assignment of Proceeding 1515

Findings of Fact 1515

Conclusions of Law 1919

ORDER 2020

DECISION GRANTING MOTION TO DISMISS APPLICATION FOR APPROVAL OF INDIRECT TRANSFER OF CONTROL

1. Summary

This decision grants the motion to dismiss filed by Warburg Pincus Private Equity IX, L. P. (WP IX), Warburg Pincus Private Equity X, L.P. (WP X), Electric Lightwave, LLC (ELI), Eschelon Telecom, Inc. (Eschelon) and Advanced Telecom, Inc. (Advanced Telecom), (together, Applicants), regarding the approval of a transaction in which WP X has acquired indirect control of ELI, Eschelon Telecom, Inc. and Advanced Telecom Inc., (dba Eschelon Telecom Inc).

Although we believe that this transaction represents a close call as to whether Section 854 applies, we note that the purpose of Commission prior Commission review of transfers under Section 854 is to protect the public interest.¹ In this case, as discussed below, the facts fail to clearly indicate the need for prior approval of this transaction under Section 854. We therefore grant Applicants' motion for dismissal of the application.

¹ All Code references are to the Public Utilities Code, unless otherwise stated.