4. Who Are the Applicants

4.1. Park and Ranchos

Rancho is a wholly-owned subsidiary of Park. Both are Class A water utilities subject to the Commission's jurisdiction. Park is owned and controlled by Henry Wheeler. According to the application, he is in his eighties and now wishes to ensure an orderly and expeditious transfer of the companies to a new owner. Under the proposed agreement, Wheeler will be retained as a consultant and will be allowed to participate in lending to Park and Ranchos. These actions are addressed in the proposed settlement conditions and as found below we can adopt the settlement's conditions as reasonable and in the public interest.

4.2. Carlyle

This proposed transfer is unusual in that the proposed buyers of Park are not individuals, an existing utility, or any publicly traded company; also, the proposed buyers are, apart from this proceeding, otherwise previously unknown to the Commission. We therefore have an affirmative obligation to understand who the principal entities are, namely, Western Water Holdings, LLC, CIP Western Water, and Carlyle Infrastructure proposing to acquire Park and Ranchos, and to determine whether they are appropriate entities to control a public utility.

Carlyle Infrastructure Partners, L.P., "and the associated investment fund vehicles that together comprise Carlyle Infrastructure [are all] privately held Delaware limited partnerships." (Application at 6.) In two additional Supplementary Responses dated April 28, 2011 (one public - Supplement 3 - and the other confidential - Supplement 4). Applicants provided a detailed description of the organization of the Carlyle entities associated with this acquisition, including Holdings, Merger Sub, CIP Western, and Carlyle Infrastructure Partners L.P. The confidential materials include organizational information, the detailed partnership agreements and much other data which demonstrate the organizational nature of the entities. We agree with Carlyle's request that this information remain confidential.

We find based on our review of the filed materials that Carlyle is composed of properly organized legal entities that have the resources necessary to act as the 100% owner of two regulated utilities, Park and Ranchos. No one has shown any cause in this proceeding why we should not find the underlying entities suitable to own and operate utilities to provide safe and reliable service.