3. Public Interest

Applicants allege that the merger is in the public interest. They assert that the transaction will result in a telecommunications company that is much larger in geographic scope, expertise, personnel and revenue and that will have greater access to financial resources. They allege the transaction will be transparent to and have no adverse impact on customers.

Gabriel has raised approximately $187 million in capital investment. Gabriel's preferred stockholders include various large institutional investors. Gabriel had cash and cash equivalents on hand of approximately $63 million as of December 31, 1999. The combined company plans to develop networks in over 40 markets in 16 Midwestern and Southeastern states. Applicants allege that the merger will make the companies more competitive by allowing them to benefit from greater economies of scale.

Applicants further allege that Gabriel is led by a highly-qualified team of management personnel, all of whom have extensive backgrounds in telecommunications. (Applicants attached biographical statements concerning Gabriel's senior management.) Gabriel's management consists primarily of former officers of Brooks Fiber.

After the merger, Gabriel's operating subsidiaries, such as TVCI and SCI, will continue to operate under their same names, rates and tariffs. Applicants allege that the merger will be essentially transparent to customers. Gabriel-owned TVCI will use the same toll free customer service numbers as did SCI prior to the name change.

In response to an August 16, 2000 ruling of the assigned ALJ, Applicants under oath furnished information indicating that there are no significant telecommunications complaints or litigation pending against them. TVCI/SCI have five pending customer complaints: three at the FCC and two at other state commissions. They are, according to Applicants, "typical consumer complaints normally received by companies and are resolved in the ordinary course of business." We have examined the list and detail furnished by Applicant's counsel (Appendix A hereto) and agree that the complaints do not preclude a finding that the merger is in the public interest.

TVCI also disclosed, under seal, ⁶ a list of pending litigation. The litigation consists of employment matters over which we have no jurisdiction, and a business complaint that the plaintiff has since dismissed with prejudice. This litigation does not militate against a finding that the merger is in the public interest.

Perhaps more significantly, Gabriel - the acquiring entity - and Triangle have no pending complaints against them at this Commission, the FCC or in court relating to their telecommunications services.⁷ No Applicant has a complaint pending against it at this Commission or in the California courts.