IV. Discussion

Pub. Util. Code § 854 requires Commission authorization before a company may "merge, acquire, or control . . . any public utility organized and doing business in this state . . . ." The purpose of this and related sections is to enable the Commission, before any transfer of public utility property is consummated, to review the situation and to take such action, as a condition of the transfer, as the public interest may require.

Where a company without a CPCN seeks to acquire control of a company that does possess a CPCN, we apply our CPCN requirements to the acquirer. The Commission has established two major criteria for determining whether to

grant a CPCN. An applicant who desires to operate as a resale provider of local exchange and interexchange service must demonstrate that it has a minimum of $25,000 in cash or cash equivalent, reasonably liquid and readily available to meet the firm's start-up costs. In addition, the applicant is required to make a reasonable showing of technical expertise in telecommunications or a related business.

Almendral's financial statements for 2003 and through September 30, 2004, translated into U.S. dollars in the Second Supplement to Application filed February 22, 2005, demonstrate that the company has sufficient resources to meet our financial requirements. As a condition of the granting of this application, within 30 days of the effective date of this decision, Almendral shall furnish paperwork to the Administrative Law Judge and the Commission's Telecommunications division, 505 Van Ness Avenue, 3^rd Floor, San Francisco, CA 94102 (Attention: Joseph McIlvain) certifying that it has deposited - or already has on deposit - at least $25,000 in a FDIC-insured U.S. bank account.

Since Americatel will continue to operate under the same management, we find that our requirement for technical expertise is satisfied. Moreover, Almendral will retain Juan Jose Mac Auliffe on its board after the transaction. Mac Auliffe was a director of ENTEL Chile for a number of years. While having one board member with prior experience would not be enough if Americatel were not retaining its current management, the addition of Mac Auliffe does appear to add value.

Furthermore, Almendral certifies that neither the company nor its affiliates/officers/directors have been investigated or sanctioned by the FCC or any state regulatory agency for failure to comply with any regulatory statute, rule or order. It declares that the same individuals and entities have not filed for bankruptcy or been found criminally or civilly liable for violation of Cal. Business and Professions Code § 17000 et seq. or for any actions involving

misrepresentation to consumers. It certifies it is not currently under investigation for similar violations. Application at 9-10. Finally, Almendral certifies that no slamming and/or cramming or other telecommunications-related complaint proceedings have been filed against Almendral within the last 10 years before any U.S. state regulatory commission, the FCC, the U.S. Securities and Exchange Commission or any Chilean regulatory agency. Second Supplement to Application, Exhibit 1.

The transaction will improve Americatel's access to capital. In addition, it will be transparent to customers. As discussed above, Almendral has satisfied our financial and experience requirements. The proposed transaction is in the public interest, and we therefore grant the application.

The Executive Director may grant noncontroversial applications by nondominant telecommunications carriers to transfer assets or control.³