Background
SureWest-California,5 the California parent company of Roseville Telephone Company, Roseville Long Distance Company, SureWest TeleVideo, and West Coast PCS LLC, seeks to change its state of incorporation from California to Delaware. The reincorporation will occur through the merger of SureWest-California into SureWest-Delaware, a wholly owned Delaware subsidiary that would be the surviving company after the merger. Applicants state that the purpose of this change is to move the holding company's corporate affairs and transactions from the governance of California law under that of Delaware law. They file this matter pursuant to Sections 851-854 of the California Public Utilities Code.
Applicants assert that the practical effect of this request is simply a change in the state of incorporation of SureWest. The proposal will have no effect on the assets, liabilities, name,6 business or management of any company having direct or indirect control over the California public utility subsidiaries, nor will it affect those same California entities' state of incorporation. Applicants further contend that the proposed reincorporation transfers no utility property, and makes no change to the equity interest of any shareholder of SureWest-California. Owners of shares of SureWest-California at the time of the merger will receive equivalent shares in SureWest-Delaware. SureWest-Delaware will succeed to all assets of SureWest-California, including ownership and control of the four California telecommunications carriers regulated by this Commission.
Applicants maintain that the certainty and predictability of Delaware corporate law are apt to inspire confidence in lenders and investors, and help to ensure adequate capitalization of SureWest. This will serve to protect the interests of the ratepayers of services regulated by the Commission as well as facilitate Applicants' growth. They request approval of the reincorporation, if required, under Pub. Util. Code § 854(a),7 without delay.
Pursuant to request, Applicants submitted documents on November 15, 2002, demonstrating that the public utility subsidiaries are current in their payment of fees due to the Public Utilities Commission Reimbursement Account for Telecommunications Utilities.8
5 The California and Delaware holding companies as well as the four telecommunications carriers (collectively, Applicants) jointly filed this request. 6 Applicants note that SureWest-Delaware's current corporate name "SureWest Communications, Inc." differs slightly from SureWest-California's corporate name "SureWest Communications." However, the difference in name is temporary. Delaware law requires corporations with less than $10 million in assets to include "Inc." or "Incorporated" in their names. SureWest-Delaware will have no assets until the reincorporation actually occurs. At that time, SureWest-California will become qualified to and intends to change its name to the original corporate appellation: "SureWest Communications." Thus, this transaction ultimately will not affect the corporate name. 7 Sections 854(b) and 854(c) do not apply because annual intrastate revenues generated by SureWest-California's public utility companies in California are less than $500,000,000. 8 SureWest TeleVideo obtained its certificate of public convenience and necessity on July 17, 2002; consequently, given its total revenues, the company's first filing will be due on January 15, 2003.
