7. Assignment of Proceeding

Geoffrey F. Brown is the Assigned Commissioner and Karl J. Bemesderfer is the assigned Administrative Law Judge in this proceeding.

Findings of Fact

1. DeltaCom is a provider of interLATA and intraLATA telecommunications services in California.

2. On July 8, 2003, DeltaCom filed A.03-07-006 for authority to transfer indirect control of DeltaCom to Welsh Carson.

3. Pub. Util. Code § 854(a) requires Commission authorization to transfer control of a public utility. Any transfer of control without Commission authorization is void under the statute.

4. Welsh Carson has the technical, managerial, and financial qualifications necessary to exercise indirect control of DeltaCom.

5. Applicants state that there will be no change in the management or operations of DeltaCom as a result of its indirect transfer to Welsh Carson.

Conclusions of Law

1. This is a ratesetting proceeding and no hearing is necessary.

2. A.03-07-006 should be approved because it is not adverse to the public interest and the public may benefit from DeltaCom's ability to maintain and expand its services and operations in California.

ORDER

IT IS ORDERED that:

1. Application (A.) 03-07-006, for authority under Pub. Util. Code § 854(a) to transfer control of ITC^DeltaCom Communications, Inc. (DeltaCom) to Welsh, Carson, Anderson & Stowe VIII, L.P., WCAS Capital Partners III, L.P., and WCAS Information Partners, L.P. (Welsh Carson) is granted.

2. DeltaCom and Welsh Carson shall notify the Director of the Commission's Telecommunications Division in writing of the transfer of control, as authorized herein, within 10 days of this order. A true copy of the instrument(s) of transfer shall be attached to the notification.

3. Application 03-07-006 is closed.

This order is effective today.

Dated October 2, 2003, at San Francisco, California.

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