7. Request to File Under Seal

Pursuant to Rule 11.4, Applicants have filed a motion for leave to file Exhibits C through I to the application as confidential materials under seal. Applicants represent that the information is sensitive, and disclosure could place them at an unfair business disadvantage. We have granted similar requests in the past, and do so here.

Findings of Fact

1. ANPI is an Illinois corporation.

2. Zone is a Delaware corporation and a wholly owned subsidiary of Zone USA.

3. In D.97-06-053, ANPI was granted a CPCN to operate as a switchless reseller of inter- and intra-LATA telecommunications services in California.

4. In D.00-09-077, Zone was granted a CPCN to operate as a facilities-based carrier of inter- and intra-LATA telecommunications services in California.

5. As a result of this transaction, ANPI will be merged into a Delaware limited liability company, called ANPI, LLC, which is a wholly owned subsidiary of ANPI Holding.

6. Current ANPI shareholders will become shareholders of ANPI Holding.

7. As a result of this transaction, Zone will be converted into a limited liability company called Zone Telecom, LLC, wholly owned by Zone USA.

8. As a result of this transaction the CPCN held by ANPI will be transferred to ANPI, LLC.

9. As a result of this transaction the CPCN held by Zone will be transferred to Zone Telecom, LLC.

10. As a result of this transaction, ANZ will be formed.

11. Pursuant to a Contribution Agreement, ANPI Holding and Zone USA will each contribute 50% of their holdings to, and own 50% of, ANZ.

12. ANZ does not hold a CPCN that authorizes the company to provide telecommunications services in California.

13. As a result of this transaction, ANZ will be the intermediate owner of ANPI and Zone with ultimate ownership of the operating companies residing with ANPI Holding and Zone USA.

14. The operations, finances, and management of ANPI and Zone will be unaffected by this transaction.

15. This transaction will provide ANPI and Zone increased access to financial resources and allow both companies to become stronger competitors in California's telecommunications marketplace.

16. ANPI and Zone currently provide telecommunications services in California and there will be sufficient experience and expertise for their continued operations, post transfer of control; in addition, the ultimate ownership of the two companies will remain the same.

17. Applicants have provided financial statements that demonstrate that both ANPI and Zone have access to well over $25,000 cash or cash equivalent, which is reasonably liquid and available and which is sufficient to cover operating expenses and any deposits third party carriers may require.

18. Pursuant to Rule 11.4, Applicants filed a motion for leave to file confidential materials under seal, including Exhibits C through I to the application.

19. Notice of this application appeared on the Commission's Daily Calendar on October 28, 2010. There were no protests to this application.

20. No hearings are necessary.

Conclusions of Law

21. The Commission will apply the same requirements to a request for approval of an agreement for the indirect transfer of control of providers of non-dominant resale local exchange and inter- and intra-LATA telecommunications services within California as it does to an initial applicant for authority to provide such services.

22. The CPCN currently held by ANPI will be transferred to ANPI LLC and the CPCN currently held by Zone will be transferred to Zone Telecom, LLC.

23. ANZ will have indirect control of ANPI and Zone; the management and ultimate shareholder control of the companies will remain the same; and each company will have the financial resources required; as a result, this transaction meets the Commission's requirements for issuance of a CPCN to provide non-dominant resale local exchange and inter- and intra-LATA telecommunications services within California.

24. This transaction is in the public interest.

25. Applicants' motion to file their Exhibits C through I to the application under seal should be granted for two years.

26. Since this matter is uncontested, the decision should be effective on the date it is signed.

ORDER

IT IS ORDERED that:

27. The Certificate of Public Convenience and Necessity currently held by Associated Network Partners, Inc. may be transferred to ANPI, LLC and the Certificate of Public Convenience and Necessity currently held by Zone Telecom, Inc., may be transferred to Zone Telecom, LLC.

28. Pursuant to Pub. Util. Code §§ 852 and 854, the application of Associated Network Partners, Inc. and Zone Telecom, Inc. for approval of a transaction in which ANZ Communications LLC will acquire control of Associated Network Partners, Inc., ANPI, LLC, Zone Telecom, Inc., and Zone Telecom, LLC, and in which ANZ Communications LLC will in turn be controlled by ANPI Holding and Zone USA is approved.

29. Within five days of the closing of the transaction, the surviving entities shall notify the Communications Division, by letter, of the consummation of the transaction.

30. Associated Network Partners, Inc. and Zone Telecom, Inc.'s motion to file their Exhibits C through I to the application under seal is granted. The information will remain under seal for a period of two years after the date of issuance of this order. During this two-year period, this information will remain under seal and may not be viewed by any person other than the assigned Commissioner, the assigned Administrative Law Judge, the Assistant Chief Administrative Law Judge, or the Chief Administrative Law Judge, except as agreed to in writing by Associated Network Partners, Inc. and Zone Telecom, Inc., or their successors in interest, or as ordered by a court of competent jurisdiction. If Associated Network Partners, Inc. and Zone Telecom, Inc., or their successors in interest, believe that it is necessary for this information to remain under seal for longer than two years, Associated Network Partners, Inc. and Zone Telecom, Inc., or their successors in interest may file a new motion at least 30 days before the expiration of this limited protective order.

31. Application 10-10-018 is closed.

This order is effective today.

Dated January 13, 2011, at San Francisco, California.

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