9. Assignment of Proceeding

Rachelle B. Chong is the Assigned Commissioner and Kimberly H. Kim is the assigned Administrative Law Judge in this proceeding.

Findings of Fact

1. FCL is a wholly-owned subsidiary of FCI and authorized to provide resold interexchange and resold and facilities-based local exchange in California.

2. Xtension is a wholly-owned subsidiary of FCI and authorized to provide resold interexchange telecommunications services in California.

3. Globalcom is a wholly-owned subsidiary of FCI and a voice and data service provider primarily to small and medium sized business customers based out of Chicago, Illinois. In California, Globalcom is authorized to provide intrastate telecommunications services pursuant to resold and facilities-based local exchange and interexchange telecommunications services.9

4. FCI is a Delaware corporation listed on the AIM. FCI, through its operating subsidiaries, FCL and Xtension, provides local, private line, and/or long distance services to both business and residential customers in 49 states.

5. RAC is a publicly traded corporation of the AMEX under the symbol "RAK" and has been organized for the purpose of effecting a merger, capitol stock exchange, asset acquisition, or other similar business combination with an operating business for the purpose of accomplishing the merger transaction proposed in the Application.

6. FCL, Xtension, and Globalcom will be subsidiaries upon closing of FCI Merger Sub II, LLC, which is a subsidiary of RAK. The merger will occur in two steps. FCI, which is the current parent of FCL, Xtension, and Globalcom, will merge into Merger Sub I and then FCI will merge into Merger Sub II and Merger Sub II, LLC will survive. FCL, Xtension, and Globalcom will merge into RAC then FCI.

7. Pub. Util. Code § 854(a) requires Commission authorization to transfer control of a public utility. Any transfer of control without Commission authorization is void under the statute.

8. Applicants have sufficient cash and cash equivalence to provide the necessary funding for daily operations.

9. Applicants will continue offering their current services and use the same name and authority after the transfer of control.

10. FCL, Globalcom and Xtension are all current on reporting and transmitting the user fees applicable to its California operations.

11. Upon completion of the transaction, Applicants will continue to be operated by the same existing management team.

12. There is no opposition to this application.

Conclusions of Law

1. This is a ratesetting proceeding and no hearing is necessary.

2. This application should be approved and become effective immediately because it is not adverse to the public interest and the public may benefit from ability of the Applicants to maintain and expand its services and operations in California.

3. Approval of this application is not a finding of value of the rights and property being transferred.

ORDER

IT IS ORDERED that:

1. First Communications, LLC (FCL), Xtension Services, Inc. (Xtension), and Globalcom, Inc. (Globalcom) and Renaissance Acquisition Corp. (RAC), jointly referred to as Applicants, pursuant to Pub. Util. Code § 854, are authorized to transfer control currently held by FCL, Globalcom and Xtension, ultimately to RAC to consummate the proposed merger.

2. RAC shall notify the Director of the Commission's Telecommunications Division in writing of the transfer of control, as authorized herein, within 30 days of this order. A true copy of the instrument(s) of transfer shall be attached to the notification.

3. Application 08-09-012 is closed.

This order is effective today.

Dated December 18, 2008, at San Francisco, California.

9 D.01-07-015, D.99-02-019 and D.98-12-002, respectively dated July 12, 2001,
February 4, 1999, and December 1, 1998.

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