20130219Compliance Filing and Motion.pdf

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McDevitt & Mi1f&IP
PMI4:OE
420 West Bannockt iaL
P.O. Box 2$1S C OMMISS!0
Boise, Idaho 83702
Chas. P. McDevitt
Dean J. (Joe) Miller
Celeste K. Miller
February 19, 2013
Via Hand Delivery
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 W. Washington Street
Boise, Idaho 83720
Re: Blackfoot Telecommunications Group—Fremont Telcom Co.
Dear Ms. Jewell:
Enclosed for thing, please find seven (7) copies of a Compliance Filing and Motion of Blackfoot
Telecommunications Group for Supplemental Order.
Attachment A, consisting of the company's information, is being submitted under seal because the
information is proprietary and a confidential trade secret. Blackfoot Telecommunications Group
respectfully requests that Attachment A not be made available for public inspection.
Kindly return a file stamped copy to me.
Very Truly Yours,
McDevitt & Miller LLP
Uk"
Dean J. Miller
DJM/hh
cc: Blackfoot Telecommunications Group
FairPoint Communications
ORIGINAL
Dean J. Miller (ISB No. 1968)
Chas. F. McDevitt (ISB No. 835)
McDEVITT & MILLER LLP
420 West Bannock Street
P.O. Box 2564-83701
Boise, ID 83702
Tel: [phone]
Fax: [phone]
[e-mail]
[e-mail]
Jason B. Williams
Blackfoot Telecommunications Group
1221 North Russell Street
Missoula, MT 59808
Tel: [phone]
Fax: [phone]
[e-mail]
ZE 1 3FEB 19 PH 4: 05
ILit
UTILITIES G0 MS6 I01
Attorneys for Blackfoot Telecommunications Group
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION OF
BLACKFOOT TELECOMMUNICATIONS GROUP
CASE NO. FRE-T-12-01
COMPLIANCE FILING AND
MOTION OF BLACKFOOT
TELECOMMUNICATIONS
GROUP FOR SUPPLEMENTAL
ORDER
COMES NOW Blackfoot Telecommunications Group (Blackfoot) by and through its
undersigned counsel and, pursuant to Commission Order No. 32710, Idaho Code §61-901 et. seq.,
and IPUCRP 56, hereby submit information required by Commission order No. 32710 and
respectfully requests that the Commission issue a supplemental order granting the approvals
specified herein and in support thereof shows as follows, to wit:
COMPLIANCE FILING AND MOTION OF JILACKFOOT TELECOMMUNICATIONS GROUP FOR
SUPPLEMENTAL ORDER-1
I.
On November 28, 2012, Blackfoot notified the Commission in writing that it had entered
into a Stock Purchase Agreement (SPA) with FairPoint Communications (FairPoint) whereby
Blackfoot would purchase from FairPoint all of the outstanding shares of the stock of Fremont
Telcom Co., (Fremont) a company subject to the jurisdiction of the Commission. A true copy of
the SPA has been submitted to the Commission Staff pursuant to a signed Protective Agreement.
II.
In conjunction with its acquisition of the Fremont stock, Blackfoot has entered into a
Master Loan Agreement with CoBank, ACB (Loan). On December 13, 2012, Blackfoot submitted
an Application to the Commission seeking authority to execute, on Fremont's behalf, instruments
granting security interests to CoBank with respect to the property of Fremont, located in the State
of Idaho, for the purpose of securing the Loan. Blackfoot provided a copy of the Commitment
Letter and Term Sheet with CoBank (Commitment Letter) outlining the terms and conditions of
the Loan to Commission Staff pursuant to the signed Protective Agreement. The Commitment
Letter contemplated that Fremont, along with Blackfoot's other subsidiaries, would act as
guarantors for the Loan.
III.
On January 8, 2013, the Commission issued Order No. 32710 approving Blackfoot's
Application to issue instruments of security on behalf of Fremont. In addition, Order No. 32710
required that Blackfoot provide to the Commission "a copy of any executed collateral
documentation, provide copies of all annual certifications, covenant reports, and letters regarding
the loan" (emphasis in original).
COMPLIANCE FILING AND MOTION OF BLACKFOOT TELECOMMUNICATIONS GROUP FOR
SUPPLEMENTAL ORDER-2
Iv.
Subsequent to when the Commission issued Order No. 32710, Blackfoot, through its
negotiations with CoBank, modified the proposed structure of the Loan. The modification
involved changing Fremont and certain of Blackfoot's other subsidiaries from guarantors to co-
borrowers under the terms of the Loan. Blackfoot did not consider this change in the Loan
structure to materially alter the obligations and liabilities of Fremont and believed it was
otherwise consistent with the authority granted to it by Order No. 32710.
V.
On January 31, 2013 (Closing Date), Blackfoot closed on the financing transaction for the
Loan with CoBank as well as the acquisition of the capital stock of Fremont from FairPoint.
CoB ank included as an affirmative covenant in the Loan documents that Blackfoot receive
confirmation from the Commission that:
(i)the structure of the financing provided in the Loan Documents with respect to
Fremont is in full compliance with and approved by Commission order No. 32710;
and
(ii)all the terms and conditions of the Loan Documents are in compliance with and
approved by Order No. 32710. See §11(G)(2), First Supplement to the Master
Loan Agreement (First Supplement) p. 9, included in Attachment A hereto.
VI.
Importantly, the First Supplement requires that Blackfoot receive confirmation of the two
above described items within sixty (60) days of the Closing Date. In addition, CoBank included a
provision in the Loan Documents stating that if Blackfoot receives any oral or written
communication from the Commission adversely determining either of these two items shall place
Blackfoot, and Fremont, in immediate default under the Loan documents. Id.
COMPLIANCE FILING AND MOTION OF BLACKFOOT TELECOMMUNICATIONS GROUP FOR
SUPPLEMENTAL ORDER-3
As part of the Compliance Filing required by Order No. 32710, Blackfoot is including, as
"Attachment A," the following documents pursuant to a signed Protective Agreement:
1)Master Loan Agreement;
2)First Supplement to the Master Loan Agreement;
3)Promissory Note; and
4)Pledge and Security Agreement.
VIII.
Expedited action is appropriate so as to accommodate the affirmative covenant in the Loan
documents that require Blackfoot to receive confirmation from the Commission by no later than
April 1, 2013.
WHEREFORE, Applicant respectfully requests that the Commission act expeditiously
upon this Application and that the Commission enter a supplemental order confirming that:
1)the structure of the financing provided in the Loan documents with respect to Fremont
is in full compliance with and approved by Commission Order No. 32710; and
2)all the terms and conditions of the Loan documents are in compliance with and
approved by Order No. 32710.
DATED this \ day of February, 2013.
MCDEVITT & MILLER, LLP
By-L
Dean J. Miller
Attorneys for Blackfoot Telecommunications Group
COMPLIANCE FILING AND MOTION OF BLACKFOOT TELECOMMUNICATIONS GROUP FOR
SUPPLEMENTAL ORDER-4
CERTIFICATE OF SERVICE
I hereby certify that on the 00day of February 2013, I caused to be served, via the
method(s) indicated below, true and correct copies of the foregoing document, upon:
Jean Jewell, Secretary Hand Delivered
Idaho Public Utilities Commission U.S. Mail
472 West Washington Street Fax
P.O. Box 83720 Fed. Express
Boise, ID 83720-0074 Email
iiewellC2Ipuc.state.id.us
Idaho Public Utilities Commission Hand Delivered
472 West Washington Street U.S. Mail
P.O. Box 83720 Fax
Boise, ID 83720-0074 Fed. Express
Nei1.Price(puc.idaho.gov Email Li
BY: flttw
MCDEVITr & MILLER UP
COMPLIANCE FILING AND MOTION OF BLACKFOOT TELECOMMUNICATIONS GROUP FOR
SUPPLEMENTAL ORDER-5