Background

MCI seeks authorization to transfer to GoAmerica certain assets and facilities with which MCI currently provides call center services for the California Relay Service segment of the Commission's Deaf and Disabled Telecommunications Program.

The specific assets MCI seeks to transfer to GoAmerica are described in detail below. MCI and GoAmerica entered into an Asset Purchase Agreement (APA) on August 1, 2007, setting forth the terms and conditions of this asset sale and purchase. A copy of the APA has been submitted to the Commission. Pursuant to the terms of the APA, the transaction will not close prior to approval by the regulatory agencies of several other states, and this Commission. MCI is endeavoring to obtain all necessary regulatory approvals by the end of November 2007. The company believes that this application does not present any controversial issues.

On August 16, 2007, MCI filed a motion asking that all the schedules and exhibits to the APA be placed under seal. An amended motion was filed on October 2, 2007, which narrowed the request to specific documents.¹ MCI presented an analysis showing that the documents contained commercially valuable information and employee compensation data, neither of which is otherwise available to the public.

MCI holds a certificate of public convenience and necessity from this Commission pursuant to which it provides intrastate interexchange telecommunications services and related services, including telecommunications relay services. MCI also provides "Call Center Services" for the California Relay Service pursuant to that certain California Relay Service Call Center Services Contract No. 03PS5313 between MCI and the Commission (the Call Center Contract). MCI is classified by this Commission as a nondominant interexchange carrier (NDIEC).

GoAmerica is not a public utility certificated by this Commission and not an applicant. MCI provided the following about GoAmerica, on information and belief. (The full text of MCI's statement concerning GoAmerica's qualifications can be found in Attachment A):

GoAmerica

· is incorporated under the laws of the State of Delaware, and its principal office is located in Hackensack, New Jersey;


· holds a Certificate of Qualification from the California Secretary of State permitting it to transact intrastate business in California;


· since May 2004, has provided relay services for people who are deaf, hard of hearing, or speech-disabled including wireless and wireline access methods to both text and video relay services;


· began providing web-based interstate relay services March 2005 in partnership with Stellar Nordia Services, LLC ("Nordia"), a California-certified Telecommunications Relay Services (TRS) provider;


· in June 2006 obtained certification from the Federal Communications Commission as an interstate provider of both IP text and video relay services;


· is run by a seasoned management team, which has a deep understanding of business, operational, technology, regulatory, outreach, and customer care issues related to relay services; and


· is publically traded on the NASDAQ stock market, and has capital commitments to acquire the assets and facilities covered by the APA and to support the ongoing obligations of the Call Center Contract.

¹

· Asset Purchase Agreement, Schedules, Pages 41-73 and pages 84-100

· Exhibit A: Form of Facilities Use Agreement (Exh. B to Facilities Use Agreement)

· Exhibit B: Commercial Services Agreement Terms

· Exhibit E: Form of Transition Services Agreement (Exh. A to Transition Services Agreement)