RE: September 16,2014. Electronic Service Only

Transcription

1 201 Brooks Street, P.O. BOX 812 Charleston, West Virginia Phone: (304) Fax: (304) September 16,2014 Electronic Service Only Robert R. Rodecker, Esq. Counsel, Talk America Services, LLC Kay Casto & Chaney, PLLC PO Box Charleston, WV RE: Talk America Services, LLC Dear Mr. Rodecker: The Staff Memorandum issued today was served via on the above-listed parties. Any responses must be submitted to the Executive Secretary s Office in writing within 10 days of this date, unless directed otherwise. You will not receive a copy of the Staff Memorandum by regular mail. Your failure to respond in writing to the utility s answer, Staffs recommendations, or other documents may result in a decision in your case based on your original filing and the other documents in the case file, without further hearing or notice. When you provide an address, you will automatically receive electronic docket notifications as documents are filed in this proceeding. The notifications allow recipients to view a document within an hour from the time the filing is processed. If you have not done so, you are encouraged to file the Electronic Mail Agreement, previously mailed to you, which allows the Commission to serve all orders issued in this matter via electronic docket notification. Please note - the Public Service Commission does not accept electronic filings. Sincerely, IF/tg Enc. - Memo Ingrid Ferrell, Director Executive Secretary Division

2 INITIAL AND FINAL JOINT STAFF MEMORANDUM TO: INGRID FERRELL DATE: SEPTEMBER 16,2014 Executive Secretary, RE: CASE NO T-CN TALK AMERICA SERVICES, LLC On August 29,2014, Talk America Services, LLC (Company) filed an application for a certificate of convenience and necessity to provide facilities based and resold local exchange, resold interexchange and broadband telecommunications services in West Virginia before the West Virginia Public Service Commission (Commission). The Company provided supporting financial documentation. Initial and Final Recommendation of the Commission's Utilities Division Staff On September 15, 2014, Steve Wilson, Utilities Analyst for the Commission's Utilities Division (Technical Staff) issued an Initial and Final Recommendation. Technical Staff has completed its investigation and noted that the Company is registered with the West Virginia Secretary of State. Technical Staff recommends the Company's application be approved. The Company is not seeking the application as a means of market entry into West Virginia, but rather will provide services to Windstream companies in order for them to continue to provide services, and will eventually acquire certain assets of the Windstream companies including customers. Technical Staff notes an application to transfer customers of Windstream to the Company is pending before the Commission is Case No T-PC. Initial and Final Recommendation of the Commission's Legal Division Staf Legal Staff has reviewed the filings, including the Company's application and the Initial and Final Recommendation of Technical Staff. Legal Staff agrees with the findings and recommendations of Technical Staff. Legal Staff states the Company is registered with the West Virginia Secretary of State. Legal Staff recommends the Commission issue an Order approving the application. The Company is not seeking the application as a means of market entry into West Virginia, but rather will provide services to Windstream companies in order for them to continue to provide services, and will eventually acquire certain assets of the Windstream companies including customers. This application is in the public interest as it will promote competition in the West Virginia marketplace.

3 September 16,2014 Page 2 CLH/sg Attachment cws cui * ur)4 H:\choward\word\l4-i 549-T-CN (Talk America Services, LLC)\lNITIAL AND FINAL JOINT STAFF MEMORANDUM.doc

4 PUBLIC SERVICE COMMISSION OF WEST VIRGINIA UTILITIES DIVISION INITIAL AND FINAL RECOMMENDATION FROM: Steve Wilson, Utilities Analyst Utilities Division SW DATE: September 15,2014 SUBJECT: CASE NO T-CN TALK AMERICA SERVICES, LLC Application and fee for a Certificate of Convenience and Necessity to provide facilities-based and resold local exchange, resold interexchange and broadband telecommunications services to residential customers in West Virginia. On August 29,2014, Talk America Services, LLC ( Talk America or Applicant ) filed an application with the Public Service Commission of West Virginia ( Commission ) for a Certificate of Convenience and Necessity to provide facilitiesbased and resold local exchange, resold interexchange and broadband telecommunications services to residential customers in West Virginia. The appropriate filing fee was included and the Commission ordered publication notice with due return. This application is being filed in connection with a transaction involving Windstream Holdings, Inc. ( Windstream ) docketed as Case No T-PC before the Commission. Windstream and certain of its indirect subsidiaries are requesting authority to transfer certain assets to Communications Sales and Leasing, Inc. and to transfer customers to Talk America. Applicant states the following: (1) Talk America is a newly formed Delaware limited liability company and a subsidiary of Communications Sales and Leasing, Inc. ( CSV ); (2) Talk America is applying to provide facilities-based and resold local exchange (CLEC), resold interexchange (IXC) and broadband telecommunications services to residential customers in West Virginia;

5 September 15,2014 Page 2 of 3 (3) The Certificate of Convenience and Necessity is not being sought as a means of market entry into the State for Talk America. The telecommunications assets will be leased to the Windstream Companies in order for them to continue to provide services. The transfer of customers to Talk America will take place only after the proper authority has been obtained from the Commission; (4) Applicant will not engage in any construction of buildings, towers, conduits, poles, or trenches. Instead, Applicant may lease facilities from other carriers and combine those facilities with facilities (such as switches) owned by Applicant that will not require construction. In the future, facilities-based local exchange service will be provided by Talk America by (a) facilities leased from other carriers, (b) Talk America s own or affiliated facilities, or (c) a combination of these; (5) Talk America will initially only resell the services of the Windstream Companies. Talk America will enter into a resale agreement with Windstream to provide local exchange, interexchange and broadband services to residential customers. A Transitional Services Agreement will be established with Windstream, whereby Windstream will provide certain back office services, including billing, to Talk America; (6) Applicant will have resale agreements with Windstream before it commences providing local exchange, interexchange and broadband services to residential customers. Applicant plans on using the existing local exchange boundaries and established local calling scope of the incumbent local exchange carriers in West Virginia; (7) Talk America is not currently authorized to provide intrastate telecommunications services in any state, but is in the process of obtaining authority to do so in all of the contiguous United States and the District of Columbia; (8) Granting of this application will promote the public interest, permitting the residential customers of the Windstream Companies to continue to receive their telecommunications services without interruption. Competition in the State will be enhanced. Applicant anticipates that its proposed service will provide its subscribers with better quality services and will increase consumer choice through innovative, diversified, and reliable service and equipment.

6 September 15,2014 Page 3 of 3 Staff finds that: (1) A copy of the Certificate of Authority from the West Virginia Secretary of State was included in the application. This certificate authorizes Talk America Services, LLC to transact business in West Virginia and is dated August 20,2014; (2) Ivlr. Skip Frantz is the Chairman of the Board of Directors for Communications Sales and Leasing, Inc. Previously, Mr. Frantz served as a director of Windstream since From July, 2006 until February, 2010, he served as Chairman of the Windstream Board. He has previous experience with the Alltel Corporation; (3) Ivlr. Anthony Thomas is Chief Executive Officer for CSL. He has worked in the cominunications industry for more than fifteen (15) years. Previously, he served as Chief Financial Officer for Windstream, with responsibility for overseeing Windstream s financial, tax, procurement, audit, treasury, and risk management and investor relations teams; (4) Upon informal request from Staff, Talk America provided a simplistic balance sheet and income statement for the year Talk America, LLC showed a positive net income for the year; (5) Talk America, LLC has indicated that the services to be provided are traditional local exchange and interexchange services. Staff asked about the provision of VoIP services, but the provision of VoIP is not involved at this time. It is again noted that the petition to transfer the customers of Windstream to Talk America is before the Commission in Case No T-PC and the processing of that case has just begun. Staff recommends approval of Case No T-CN. sw:sw