II. BACKGROUND

D.01-09-057, among other things, authorizes the acquisition of all of the water utility assets of Citizens and its California Safe Drinking Water Bond Act Loan indebtedness by CalAm. Subject to certain conditions, including use of an alternative sharing proposal in future ratesetting proceedings concerning the assets at issue, the decision authorizes CalAm to immediately acquire all of Citizens' California water utility assets pursuant to the terms set forth in the Asset Purchase Agreement of October 1999 and assume all of Citizens' public utility obligations concerning water service. It also relieves Citizens of its water public utility obligations. Among those assets which CalAm is authorized to acquire from Citizens are those in the Montara District in San Mateo County, as well as in the Larkfield District in Sonoma County, the Felton District in Santa Cruz County and various areas in Sacramento County. For purposes of the joint application all four California districts are considered as one asset and are valued at $161.33 million. The total purchase amount for all assets that CalAm is acquiring from Citizens is $835 million. (Asset Purchase Agreement (October 15, 1999), § 2.6.1.) The acquisition premium for the California assets is valued at $64.7 million. The acquisition premium includes $1.2 million related to acquisition related costs.