Assignment of Proceeding
Geoffrey F. Brown is the Assigned Commissioner, and Myra J. Prestidge is the assigned Administrative Law Judge in this proceeding.
1. Global is a Delaware corporation and a wholly owned subsidiary of Schlumberger, a privately-held Delaware corporation.
2. In D.96-09-078, Global was granted a CPCN to provide limited facilities-based and resold local exchange and interexchange services in California.
3. As a result of the transaction, Gores will have a 100% ownership interest in Global and will therefore have ultimate control of Global.
4. Gores does not hold a CPCN that authorizes it to provide telecommunications services in California.
5. There will be no change in the name or day-to-day management of Global as a result of the transaction.
6. Global customers will continue to receive service under the same rates, terms, and conditions as a result of this transaction.
7. Gores has sufficient financial resources to meet the Commission's requirements to provide facilities-based and resold local exchange and interexchange services.
8. Since this transaction will give Global access to increased funding and credit for its operations, this transaction will improve the financial stability of Global.
9. Since Global's day-to-day management will remain the same, Gores has met the general requirement for technical and managerial expertise to provide telecommunications services, for the purposes of this transaction only.
10. Although the application states that VoiceCom has or has applied for a CPCN in every state, VoiceCom does not have and has not applied for a CPCN in California, at least under this corporation .
11. This application does not directly address Global's right to operate as a telecommunication carrier in this state.
12. Under Section 2.4(c) of the stock purchase agreement between Gores and Schlumberger, Schlumberger may withdraw all of the cash held by Global, except for funds needed to cover checks issued by Global prior to the closing of the transaction.
13. In order to ensure that Global has sufficient funds to operate effectively as a telecommunications provider in this state, Global must retain at least the minimum amount of funds required to qualify for its CPCN at all times.
14. Notice of this application appeared on the Commission's Daily Calendar on September 24, 2004.
15. There were no protests to this application.
16. No hearings are necessary.
1. The Commission will apply the same requirements to a request for approval of an agreement to acquire control of a facilities-based and resale provider of local exchange and interexchange telecommunications services within California as it does to an applicant for authority to provide such services.
2. Gores meets the Commission's requirements for the issuance of a CPCN to provide facilities-based and resold local exchange and interexchange telecommunications services, for the purposes of this transaction only.
3. This transaction is not adverse to the public interest.
4. Under Rule 1, parties and counsel filing applications with the Commission have a duty to ensure that statements in the application are correct and are not misleading.
5. The Commission may impose conditions on the transfer of Global to Gores and the accompanying sale of stock in order to protect the public interest.
6. Gores should amend Section 2.4 of the stock purchase agreement between Gores and Schlumberger to provide that Global shall retain at least the minimum amount of funds required to qualify for its CPCN at all times, in order to ensure that Global has sufficient funds to operate effectively as a telecommunications provider in this state.
7. In order to avoid delaying this transaction, the approval of the application should be made effective immediately.
IT IS ORDERED that:
1. Pursuant to Public Utilities Code Sections 852 and 854, the application of Global Tel*Link Corporation (Global) and Gores Portfolio Holdings, Inc. (Gores) for approval of the transfer of control of Global to Gores is approved.
2. As a condition precedent to approval, Gores shall amend the Section 2.4(c) of its stock purchase agreement with Schlumberger Technologies, Inc., to provide that Global shall retain at least the minimum amount of funds needed to qualify for its CPCN at all times. Gores shall submit the revised agreement to the Commission Telecommunications Division by advice letter no later than 45 days after the effective date of this decision.
3. This proceeding is closed.
This order is effective today.
Dated , at San Francisco, California.
