4. The Parties
A. San Carlos Telecom, Inc.
San Carlos is a California corporation that is authorized to provide resold and facilities-based interexchange services throughout California2 and resold facilities-based local exchange services in the service areas of SBC California and Verizon.3 William A. G. and LaDawn W. Wilde currently own fifty-one (51%) of the voting stock of San Carlos. William A. G. Wilde is the President of San Carlos. He also is an officer and board member of Wave eXchange and will continue in that capacity after the transaction is completed.
B. Wave eXchange LLC
Wave eXchange, a Delaware Limited Liability Corporation and a majority owned subsidiary of the Cambay Group, Inc., is a real estate and investment management company owning forty-nine (49%) of the voting stock in San Carlos. The Cambay Group, in turn, is the principal United States real estate subsidiary of British-Isles based Somerston Holdings Limited. A certified copy of Wave eXchange's Certificate of Formation and evidence of good standing from the Delaware Secretary of State is attached to the application as Exhibit 2. A certified copy of Wave eXchange's Certificate of Good Standing as a Foreign Limited Liability Company from the California Secretary of State is attached as Exhibit 3. Upon consummation of the transaction Wave eXchange will own one-hundred (100%) of the voting rights associated with it.
Wave eXchange invests in carrier hotel and carrier-neutral collocation services for network provider and enterprise customers. Customers include e-commerce and web-based industries. Its principal place of business is 2999 Oak Road, Suite 400, Walnut Creek, California, 94597. Copies of Wave eXchange's most recent financial statements demonstrating that it has at least $100,000 of cash or cash equivalent, reasonably liquid and readily available are attached to the application as Exhibit 4.
William A. G. Wilde will continue to participate in the operations of San Carlos. A copy of Wilde's biography and the biographies of other key Wave eXchange employees, demonstrating their financial, managerial, and technical expertise to operate San Carlos after the acquisition is complete, are attached to the application as Exhibit 5.
Wave eXchange will continue to operate San Carlos in accordance with the terms and conditions of its existing facilities-based Certificate of Public Convenience and Necessity (CPCN) issued in D.98-03-066. This will include, to the extent necessary, construction of any facilities necessary to provide services to its customers. Wave eXchange states that it does not at this time have any plans to construct new facilities but, to the extent such construction is necessary in the future Wave eXchange will fully comply with the requirements of its CPCN and the Commission's regulations in this regard.
2 This authority was granted by Decision (D.) 95-01-042.
3 This authority was granted by D.98-03-066.
