6. Request for Confidentiality
Applicants request to file under seal Exhibits C and E containing a copy of the Stock Purchase Agreement and VarTec's financial statements. Applicants also request confidential treatment of a portion of their March 12, 2002 motion
for Proposed Order, Change of Schedule, and Waivers. Applicants contend that the information in both exhibits and the March 2002 motion contains information that would identify the business plans and financial positions of the Applicants. If revealed, these documents could result in substantial competitive harm to the Applicants. We have granted similar requests for confidential treatment in the past and will do so here.
1. Applicants seek approval pursuant to Pub. Util. Code § 854 of a stock purchase agreement that will result in the transfer of control of Excel, eMeritus, and LDWC to VarTec and Vartec Holding.
2. Excel and eMeritus provide long distance and local exchange service in California. LDWC provides interexchange service in California.
3. VarTec is a Texas corporation authorized to resell interLATA and intraLATA services in California. VarTec Holding is a wholly owned subsidiary of VarTec.
4. VarTec applied for a CPCN to serve the local exchange market in California which is approved today in a decision in Application (A.) 99-04-011.
5. There will be no change in the corporate names, current services or rates provided by Excel, eMeritus and LDWC to their current customers as a result of the transfer of control.
6. VarTec and VarTec Holding have the financial and managerial qualifications to support the operations of Excel, eMeritus, and LDWC.
7. CSD protested the application and subsequently requested to withdraw its protest conditioned on Commission approval of a settlement between CSD and VarTec of issues in A.99-04-011.
8. Applicants request that the Stock Purchase Agreement (Exhibit C) and VarTec's financial information (Exhibit E) included with the application be kept under seal. Applicants also request confidential treatment of business information contained in their March 12, 2002 motion.
9. Public disclosure of the information contained in Exhibits C and E and the March 12, 2002 motion would place Applicants at an unfair business disadvantage.
1. With the Commission's adoption of a settlement of VarTec's CPCN application, CSD's request to withdraw its protest of this application should be granted.
2. The proposed Stock Purchase Agreement and transfer of control is not adverse to the public interest.
3. This proceeding is designated a ratesetting proceeding and a hearing is not necessary.
4. The application should be approved subject to the terms and conditions set forth below.
5. Applicants' request to file Exhibits C and E and portions of their March 12, 2002 motion under seal should be granted for two years.
IT IS ORDERED that:
1. VarTec Telecom, Inc. (VarTec), VarTec Telecom Holding Company (VarTec Holding), Teleglobe Holdings Corporation, Excel Telecommunications, Inc. (Excel), eMeritus Communications, Inc. (eMeritus), and Long Distance Wholesale Club, Inc. (LDWC) are authorized pursuant to Pub. Util. Code §§ 851 through 854 to enter into a Stock Purchase Agreement, as more fully described in the application and its exhibits, by which VarTec Holding will acquire all of the authorized capital stock of Excel Communications and thereby transfer control of Excel, eMeritus, and LDWC to VarTec and VarTec Holding.
2. VarTec, Excel, eMeritus and LDWC shall notify the Director of the Commission's Telecommunications Division in writing of the transfer of authority, as authorized herein, within 10 days of the date of consummation of such transfer. A true copy of the instruments of transfer shall be attached to the notification.
3. VarTec, Excel, eMeritus, and LDWC shall file new tariffs incorporating any changes in name, rates, services, and management authorized in the transfer transaction.
4. VarTec, Excel, eMeritus, and LDWC shall make all books and records available for review and inspection upon Commission staff request.
5. VarTec shall comply with all conditions for operating authority previously set forth by the Commission for Excel, eMeritus, and LDWC.
6. The motion by the Consumer Services Division to withdraw its protest to this application is granted.
7. Applicants' March 12, 2002 motion requesting a change in schedule and waiver of Commission rules is denied.
8. The authority granted herein shall expire if not exercised within one year from the date of this order.
9. Applicants' request to have the Stock Purchase Agreement and financial information filed with this application in Exhibits C and E and the March 12, 2002 motion kept under seal is granted for two years from the effective date of this decision. During that period the information shall not be made accessible or disclosed to anyone other than the Commission staff except on the further order or ruling of the Commission, the Assigned Commissioner, the Assigned Administrative Law Judge (ALJ), or the ALJ then designated as Law and Motion Judge.
10. If the Applicants believe that further protection of the information kept under seal is needed, they may file a motion stating the justification for further withholding of the information from public inspection, or for such other relief as needed.
11. Application 01-10-026 is closed.
This order is effective today.
Dated April 4, 2002, at San Francisco, California.
LORETTA M. LYNCH
President
HENRY M. DUQUE
CARL W. WOOD
GEOFFREY F. BROWN
MICHAEL R. PEEVEY
Commissioners
