20130320final_order_no_32710_supplemental.pdf

Office of the Secretary
Service Date
March 20,2013
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION OF )
BLACKFOOT TELECOMMUNICATIONS )CASE NO.FRE-T-12-O1
GROUP FOR AUTHORITY TO ISSUE )
INSTRIThENTS OF SECURITY PURSUANT )SUPPLEMENTAL
TO IDAHO CODE61-9O1 )ORDER NO.32710
The Commission issued Order No.32710 on January 8,2013 in this case granting
Blackfoot Telecommunications Group (Blackfoot)the authority to issue debt instruments with
CoBank.Loan proceeds would finance the purchase of all the outstanding shares of stock for
Frernont Telcorn Co.(Fremont)and Fretel Communications,LLC from FairPoint
Communications.Prior to the loan closing,CoBank changed loan provisions and language of
the loan making Fremont a co-borrower on the loan instead of a guarantor.The assets of
Fremont remain pledged as collateral.
On January 31,2013,Blackfoot closed on the financing transaction for the Loan with
CoBank as well as the acquisition of the capital stock of Fremont from FairPoint.CoBank
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 is 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.
On February 19,2013,Blackfoot provided a compliance filing including the
supplemental and signed loan documents.The Company requests a supplemental Order to meet
CoBank requirements to confirm that the Supplemental Loan Documents fully comply with and
are approved by Order No.32710.Staff reviewed the confidential loan documents and
confirmed the loan document language is consistent with the intent,and is approved by Order
No.32710.Staff recommended approval of the supplemental loan request and recommended the
Commission issue a supplemental Order acknowledging that the loan documents and the above
language are consistent with the security approval granted in Order No.32710.
SUPPLEMENTAL ORDER NO.32710 1
Staff and the Company have entered a Memorandum of Understanding (MOU)
addressing regulatory items associated with the stock purchase and ongoing operation of
Fremont to protect Fremont customers.Ratemaking issues,if any arise,will be addressed in a
future proceeding.
The Commission,having considered the Application,the information in its files
concerning the Company,the applicable law,and being fully advised in the premises,finds and
concludes:
FINDINGS OF FACT
Fremont Telecom Co.is a telephone corporation within the definition of Idaho Code
§61-121 and is a public utility within the definition of Idaho Code §6 1-129.
CONCLUSIONS OF LAW
The Idaho Public Utilities Commission has jurisdiction over this Application pursuant
to the provisions of Idaho Code §§61-901 et seq.,and the Application reasonably conforms to
Rule 141 of the Commission’s Rules of Procedure,IDAPA 3 1.01.01141.The Commission
concludes that:
(i)the structure of the financing provided in the Loan Documents with
respect to Fremont is in full compliance with and is 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.
ORDER
IT IS THEREFORE ORDERED that Blackfoot Telecommunications Group’s request
for a supplemental Order is approved.The Commission concludes that:
(i)the structure of the financing provided in the Loan Documents with
respect to Fremont is in full compliance with and is 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.
SUPPLEMENTAL ORDER NO.32710 2
IT IS FURTI-IER ORDERED that nothing in this Order and no provisions of Chapter
9.Title 61.Idaho Code or any act or deed done or performed in connection with this Order shall
be construed to obligate the state of Idaho to pay or guarantee in any manner whatsoever any
security authorized,issued,assumed or guaranteed under the provisions of Chapter 9,Title 61,
Idaho Code.
THIS IS A FINAL ORDER.Any person interested in this Order (or in issues finally
decided by this Order)or in interlocutory Orders previously issued in this Case No.FRE-T-12-
01 may petition for reconsideration within twenty-one (21)days of the service date of this Order
with regard to any matter decided in this Order or in interlocutory Orders previously issued in
this Case No.FRE-T-12-0l,Within seven (7)days after any person has petitioned for
reconsideration,any other person may cross-petition for reconsideration.See Idaho Code §61-
626.
DONE by Order of the Idaho Public Utilities Commission at Boise,Idaho this
day of March 2013.
MACK A.REDFORD,CO%IMISSIONER
MARShA H.SMITH,COMMISSIONER
ATTEST:
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Jean D.JewehjI
Commission Secretary
O:FRE-T-12-01 ws2
SUPPLEMENTAL ORI)ER NO.32710