20120810Decision Memo.pdf

DECISION MEMORANDUM
TO: COMMISSIONER KJELLANDER
COMMISSIONER REDFORD
COMMISSIONER SMITH
COMMISSION SECRETARY
LEGAL
WORKING FILE
FROM: CAROLEE HALL
TERRI CARLOCK
DATE: AUGUST 9, 2012
RE: APPLICATION OF MID VALE TELEPHONE EXCHANGE INC.
("MTE"), REQUESTING AN AMENDMENT TO ITS THIRD AMENDED
CERTIFICATE NO. 254 TO TRANSFER ASSETS AND LIABILITIES TO
A NEW ENTITY - THE MID VALE TELEPHONE COMPANY("MTC");
CASE NO. MID-T-09-03.
On July 13, 2012, Midvale Telephone Exchange, Incorporated ("MTE") asked the
Commission to approve the transfer of its assets and liabilities from MTE to Midvale Telephone
Company ("MTC"). According to its petition, MTC is a wholly owned subsidiary of MTE.
Included in the petition was a request to change the Company's Certificate of Public
Convenience and Necessity No. 254 to reflect the transfer and ownership.
BACKGROUND
In December 2009, the Commission issued Order No. 30969 (Case No. MID-T-09-03)
approving the transfer of assets to accommodate the creation of an employee stock ownership
plan (ESOP). The transfer of the assets, liabilities and the Certificate were to be completed when
the Companies receive approval from all regulatory agencies and lenders. The final approvals
were received from the Arizona Corporations Commission on January 6, 2012, and the United
States Department of Agriculture Rural Development on behalf of the Rural Utilities Service
(RU S) on July 2, 2012.
Staff has reviewed the approvals for conditions or limitations on the transfers. Arizona,
like Idaho, was concerned with potential rate impacts. The Arizona conditions restricting
associated cost recovery are reasonable and consistent with the Idaho Rules and/or Orders. On
DECISION MEMORANDUM - I - AUGUST 9, 2012
August 27, 2009, the Idaho Secretary of State issued Articles of Incorporation (Certificate No.
C184317) registering Midvale Telephone Company
STAFF RECOMMENDATION AND COMMISSION DECISION
Staff has reviewed the Company's changes and recommends that the Certificate of Public
Convenience and Necessity No. 254 be transferred to the new entity, MTC. Does the
Commission agree?
01haII4Iecisian memo/ Certificate Name ChnngefMlD-T-O9-O3 FROM Midvale Telephone Exchange Inc. TO Midvale Telephone Company
DECISION MEMORANDUM .2- AUGUST 9, 2012