20230727Comments of the Commission Staff.pdf

CLAIRE SHARP
DEPUTY ATTORNEY GENERAL
IDAHO PUBLIC UTILITIES COMMISSION 7 PM 3:
PO BOX 83720
BOISE,IDAHO 83720-0074
[phone]
IDAHO BAR NO.8026
Street Address for Express Mail:
11331 W CHINDEN BLVD,BLDG 8,SUITE 201-A
BOISE,ID 83714
Attorneyfor the Commission Staff
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF MILLENNIUM )NETWORKS,LLC'S NOTICE OF THE )CASE NO.MNL-T-23-01ACQUISITIONOFCERTAINASSETSOF)CTL-T-23-03
CTC TELECOM,INC.)
)COMMENTS OF THE
)COMMISSION STAFF
COMMISSION STAFF ("STAFF")OF the Idaho Public Utilities Commission,by and
through its Attorneyof record,Claire Sharp,Deputy AttorneyGeneral,submits the following
comments.
BACKGROUND
On May 26,2023,Millenium Networks,LLC,d/b/a Silver Star Communications
("Millenium"or "Company")filed notice to the Idaho Public Utilities Commission
("Commission")of its acquisition of "most of CTC Telecom,Inc's.("CTC")'assets in Ada
County,Idaho.Notice at 1.
'CTC is the acronym used for CTC Telecom,Inc.in the Petition.The Commission uses CTL to identify CTC
Telecom,Inc.for purposes of its case management software.For purposes of this Order,we will use CTC.
STAFF COMMENTS 1 JULY 27,2023
At the Commission's June 27,2023,Decision Meeting,Staff recommended the
Commission open a new case for CTC,direct Staff to review the Asset Purchase Agreement
("Agreement")between Millenium and CTC and issue a Notice of Petition and Notice of
Modified Procedure establishing deadlines for public comments and the Company's reply.
The Commission opened Case No.CTL-T-23-03 for CTC,directed Staff to review
the Agreement between CTC and Millenium,provide the Notice of Petition,and established
comment deadlines for interested persons and the Company's reply.
Millenium represented it entered into an Agreement on April 19,2023,to acquire
almost all the assets of CTC within Ada County.Petition at 1.CTC is a telecommunications
company providing basic local exchange telecommunication services in Idaho under CPCN No.
348.Id;see also Order No.28059.Millenium is a telecommunications company operating under
CPCN No.494.Id.;see also Order No.31027.
Millenium represented it acquired "telecommunications equipment and facilities,
certain customer and vendor contracts and certain other rights and agreements between [CTC]
and third parties or government agencies"under the Agreement.Petition at 1.
Millenium stated it plans to offer local exchange services in and around Ada County
and represented its existing CPCN allows for the provision of these services in the planned area.
Id.at 2.
The Petition is available for public inspection during regular business hours at the
Commission's office.The Petition is also available on the Commission's website at
www.puc.idaho.gov.Click on the "TELECOM"icon,select "Open Cases,"and click on the
case number as shown on the front of this document.
All proceedings in this case will be held pursuant to the Commission's jurisdiction
under Title 61 of the Idaho Code.
All proceedings in this matter will be conducted pursuant to the Commission's Rules
of Procedure,IDAPA 31.01.01.000 et seq.
STAFF COMMENTS 2 JULY 27,2023
STAFF ANALYSIS
Staff has reviewed the notice of acquisition and believe that additional information is
needed to assist in the examination of this transaction.The additional information will assist
Staff in an effort to determine whether the transaction meets the statutory requirements of the
Idaho Code §61-328 and complies with the Commission's previous orders.
Staff sent Production Request to the Companies on July 13,2023,with July 21,2023,as
a cutoff date for the responses,but have not received any responses yet.The Company asserted
that it needs more time to be able to process Staff's responses.Without the requested
information,Staff will not be able to assess the transfer of asset that took place between CTL
Telecom,Inc and Millennium Networks,LLC.
Sale Price and Accounting Treatment
The Notice of Acquisition that was filed with the Commission on May 26,2023,does not
contain any financial information associated with the transaction.The actual agreement was not
attached to this notice.Staff submitted Production Requests to try to obtain this information.
Without the additional documentation from the companies,Staff does not know the method used
to generate the sales price of the assets transacted and what were the accounting treatment
associated with this financial transaction.Additionally,Staff would like to know about the legal
costs,which include the costs of accounting,finance,regulation,and legal expenses related to
the sale.
Customer Notice,Press Release and Public Comments
Without the responses to Staff Production Request,Staff cannot determine if the
customers are aware of this transaction.This would normallybe made in a form of a public
notification as required by Idaho Code §61-328.
STAFF COMMENTS 3 JULY 27,2023
STAFF RECOMMENDATION
Staff recommends that the Commission provide the companies with extended time to
respond to Staff Production requests.
Respectfully submitted this 27th day of July 2023.
Claire Sharp
Deputy Attorney General
Technical Staff:Johan Kalala-Kasanda
i:umisc/comments/mnit23.1 et1t23.3 comments
STAFF COMMENTS 4 JULY 27,2023
CERTIFICATE OF SERVICE
I HEREBY CERTIFY THAT I HAVE THIS 27th DAY OF JULY 2023,SERVED
THE FOREGOING COMMENTS OF THE COMMISSION STAFF OF
MILLENNIUM NETWORKS,LLC AND CTC TELECOM INC.,IN CASE
NO.MNL-T-23-01/CTL-T-23-03,BY E-MAILING A COPY THEREOF,TO THE
FOLLOWING:
MICHELLE MOTZKUS RICHARD WIGGINS
LEGAL &REG ADMIN CTC TELECOM,INC.
MILLENNIUM NETWORKS LLC P.O.BOX 88
P.O.BOX 226 130 SUPERIOR STREET
FREEDOM,WY 83120 CAMBRIDGE,ID 83610
E-MAIL:mamotzkus silverstar.net E-MAIL:[e-mail]
SECRETARY
CERTIFICATE OF SERVICE