STATE OF MINNESOTA BEFORE THE PUBLIC UTILITIES COMMISSION

Transcription

1 STATE OF MINNESOTA BEFORE THE PUBLIC UTILITIES COMMISSION In the Joint Petition of TCG Minnesota, Inc. ) and Teleport Communications America, LLC. ) Docket No. for Approval for Internal Merger ) I. Introduction JOINT PETITION FOR APPROVAL FOR INTERNAL MERGER AND NAME CHANGE TCG Minnesota, Inc. ( TCG Minnesota ) and Teleport Communications America, LLC ( Teleport America ) (together, the Petitioners ), pursuant to Minn. Stat. Sections and , subd. 12, and Minn. Rules Parts , subp. 2; and , subp. 16, hereby request approval from the Minnesota Public Utilities Commission (the Commission ) for an internal corporate restructuring (the Transaction ) and name change, as described in more detail below. II. The Transaction TCG Minnesota, a certificated provider of local and interexchange telecommunications service in the State of Minnesota, and Teleport America are each wholly-owned subsidiaries of Teleport Communications Group Inc. ( Teleport Group ), which, in turn, is a wholly owned subsidiary of AT&T Corp., which, in turn, is a wholly owned subsidiary of AT&T Inc. On or about December 31, 2012, TCG Minnesota will merge into Teleport America. This merger is part of a multi-state initiative to consolidate into one company (Teleport America) the provision of intrastate regulated telephone services that are now provided through multiple TCG affiliates of AT&T Inc. This pro forma internal reorganization does not change the ultimate ownership and control of TCG Minnesota s operations. The attached Chart (Exhibit A) shows the current

2 corporate ownership structure before the merger and after the merger. As indicated by that chart, there will be no change in the ultimate ownership and control of TCG Minnesota s assets, liabilities and operations. Teleport America, the surviving entity, will remain a direct subsidiary of Teleport Group and an indirect subsidiary of AT&T Corp. and AT&T Inc., which is one of the largest providers of telecommunication services in the world. The annual report of AT&T Inc. is available at the following link AT&T Corp. is a New York Corporation with headquarters at One AT&T Way, Bedminster, New Jersey The purpose of the merger is to consolidate the provision of intrastate regulated telephone services that are now provided through multiple and duplicative state or regional specific TCG entities. The merger will enhance the ability to provide those services through a more efficient corporate structure. III. Certificate of Authority TCG Minnesota currently holds a Certificate of Authority ( Certificate ) to provide local and interexchange service in the State of Minnesota pursuant to the Commission s Order in Docket No. P-5496-NA , dated July 31, Upon completion of the Transaction, the Certificate will be held by Teleport America, Minn. Rule Part , subp. 2, requires an applicant s full legal name for certification. A change in the name in the certificate of authority under which a company operates requires Commission approval so that the certificate of authority reflects the current name of the company operating under that authority. TCG Minnesota and Teleport America request that the Commission approve the change in the name on the Certificate to Teleport Communications America, LLC, effective December 31,

3 IV. Customer Notice and Impact Customers of TCG Minnesota will be notified via a bill page message that, subject to regulatory approval, their service will be provided by Teleport America, starting on or about December 31, This notice will start in September The Transaction will be transparent and seamless to the customers of TCG Minnesota. Following completion of the Transaction, Teleport America will provide the same high quality telecommunications services to the same customers without interruption and without changes in rates, terms, and conditions of service, other than those that occur in the normal course of business. The same personnel who manage the services will continue to do so and there will be no change in network assets used to provide the services. V. Re-filing of Tariffs The tariffs of TCG Minnesota will be re-filed to reflect the change of the provider s name to Teleport Communications America, LLC approximately 30 days prior to the time the Transaction will occur. VI. Secretary of State Filings TCG Minnesota will file a Certification of Withdrawal with the Secretary of State. Teleport America, an existing corporate entity within the AT&T family of companies, already has a Certificate of Authority from the Secretary of State, which is attached. See Exhibit B. VII. Notification of Minnesota Statewide 911 Program The Transaction does not require any modification to TCG Minnesota s 911 plan or any new 911 approvals. The Minnesota Department of Public Safety and the Metropolitan Emergency Services Board has been served with a copy of this Petition. 3

4 VIII. Interconnection Agreements The Commission requires 60 day notice of the assignment of interconnection agreements. 1 The interconnection agreements of TCG Minnesota will not be assigned until the Transaction occurs on or about December 31, Thus, this Petition provides the Commission with more than the required notice of 60 days. Notice to the parties to the interconnections agreements will be provided as required by the agreements. IX. Public Interest This internal corporate restructure consisting of the merger of TCG Minnesota with Teleport America is in the public interest. The merger is part of an ongoing effort of AT&T Inc., the ultimate parent of TCG Minnesota and the other TCG entities being merged into TCG America, to simplify the corporate structure of its subsidiary companies. The merger will provide a more flexible corporate structure that will enable TCG America to more efficiently achieve operational, administrative, and strategic objectives. As noted in the foregoing, the merger will have no adverse effects on customers and will be seamless to them. X. Conclusion As demonstrated above, this Joint Petition for approval of the proposed internal corporate merger and name change is in accordance with the law, for a proper purpose, and consistent with the public interest. For these reasons, the Petitioners respectfully request that the Commission expeditiously approve the Joint Petition for merger of TCG Minnesota, Inc. and Teleport Communications America, LLC and approve the name change on the Certificate. 1 In the Matter of ASC, L.P. & US WEST Communications Inc. under the Federal Telecommunications Act of 1996, Docket No. P421/EM , Order Rejecting Agreement and Directing Further Filing, June 22, 1998 at page 3. 4

5 Dated: August 17, 2012 Respectfully submitted, TCG Minnesota, Inc. and Teleport Communications America, LLC /s/ Karl B. Anderson Karl B. Anderson AT&T 225 West Randolph, Floor 25D Chicago, Illinois (312)

6 CERTIFICATE OF SERVICE I, Karl B. Anderson, General Attorney for AT&T, certify that copies of the attached Joint Petition for Approval for Internal Merger and Name Change were served on each of the parties of the Service List by U.S. Mail and/or electronic filing on August 17, /s/ Karl B. Anderson Karl B. Anderson SERVICE LIST Dr. Burl W. Haar MN Public Utilities Commission 121 Seventh Place East, Suite 350 St. Paul, MN Via Electronic Service Linda Chavez Department of Commerce 85 7 th Place East, Suite 500 St. Paul, MN linda.chavez@state.mn.us Via Electronic Service Curt Nelson Office of the Attorney General 445 Minnesota Street, Suite 900 St. Paul, MN Via Postal Service Dana Wahlberg Department of Public Safety Town Square Suite Cedar Street St. Paul, MN dana.wahlberg@state.mn.us Via Electronic Service Pete Eggimann Metropolitan Emergency Services Board 2099 University Ave W Ste 201 St. Paul, MN PEGGIMANN@MN-MESB.ORG Via Electronic Service

7 JOINT PETITION FOR APPROVAL FOR INTERNAL MERGER AND NAME CHANGE Exhibit A

8 Currently, TCG Minnesota, Inc. and Teleport Communications America, LLC are wholly owned by Teleport Communications Group Inc. AT&T Inc. AT&T Corp. Teleport Communications Group Inc. TCG Minnesota, Inc. Teleport Communications America, LLC

9 TCG Minnesota, Inc. will be merged into Teleport Communications America, LLC AT&T Inc. AT&T Corp. Teleport Communications Group Inc. TCG Minnesota, Inc. Teleport Communications America, LLC

10 Teleport Communications America, LLC will be the surviving entity and will be a wholly owned subsidiary of Teleport Communications Group Inc. AT&T Inc. AT&T Corp. Teleport Communications Group Inc. Teleport Communications America, LLC

11 JOINT PETITION FOR APPROVAL FOR INTERNAL MERGER AND NAME CHANGE Exhibit B

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