2. Description of Applicants

Evans Telephone is an incumbent local exchange telephone utility based in Turlock, California, that provides local exchange telephone service in portions of Merced, Stanislaus, Santa Clara, and Yolo Counties, serving approximately 12,000 access lines. Country Road and Evans Holdings are Delaware corporations based in Morristown, New Jersey. Country Road owns and operates two local exchange telephone companies, located in Maine and West Virginia, with approximately 8,500 access lines. Evans Holdings is a subsidiary of Country Road. CRC Communications of California (CRC) is a subsidiary of Country Road authorized to operate in California as a competitive local carrier (CLC).³

ABRY is a private investment firm with over $2 billion of capital under management. ABRY's investment in Country Road will occur through two affiliated investment funds: 1) substantially all of the investment will be through ABRY Partners IV, L.P., a Delaware limited partnership, and 2) a nominal amount of the investment through ABRY Investment Partnership, L.P., also a Delaware limited partnership. Although the percentage ownership of shares of Country Road that ABRY will acquire is uncertain due to certain contingencies, it is possible that, as a result of its investment, ABRY would control in excess of 50% of the outstanding shares of Country Road. In addition, Applicants state that under the definitive document to be entered into in connection with ABRY's investment, ABRY will have the right to designate directors with a majority of the votes on a newly reconstituted Country Road board of directors, regardless of the percentage of shares ABRY ultimately acquires. On this basis, ABRY will have an ownership-sense "control" of Country Road, leading to the indirect transfer of control of Evans. However, there are no anticipated changes to the management or operation of Evans contemplated in connection with ABRY's investment in Country Road. Applicants note that the change in control will be transparent to Evans Telephone customers, who will not experience any change in rates attributable to ABRY's investment in Country Road. ABRY's principal offices are located in Boston, Massachusetts.