20230721Application.pdf

July 21, 2023
VIA ELECTRONIC FILING
Jan Noriyuki
Commission Secretary
Idaho Public Utilities Commission
P.O. Box 83720
Boise, ID 83720-0074
Re: Notification of Name Change of Metropolitan Telecommunications of Idaho,
Inc. to Metropolitan Telecommunications of Idaho, LLC
Dear Secretary Noriyuki:
Metropolitan Telecommunications of Idaho, Inc. (“MetTel”), by its undersigned counsel, hereby
notifies the Idaho Public Utilities Commission (“Commission”) of its conversion to a limited liability
company resulting in a name change to Metropolitan Telecommunications of Idaho, LLC. This Notification
arises from a change in business organizational structure only, and will not result in any changes in
management, operations, rates, services or regulatory obligations. Upon a review of Idaho statutes and
regulations, MetTel understands that prior approval is not required to complete the transaction described
herein.
MetTel submits this Notification for the Commission’s information and requests that it be retained
by the Commission in the appropriate file. In the event the Commission determines that approval of the
transaction is required, however, this letter should serve as a request for expedited approval.
MetTel further states as follows:
I. Description of Metropolitan Telecommunications of Idaho, Inc.
MetTel is a privately held corporation organized pursuant to the laws of Delaware whose principal
business is telecommunications. MetTel is a wholly owned subsidiary of Manhattan Telecommunications
Corporation and indirect subsidiary of MetTel Holding, a privately held Delaware holding company.
MetTel Holding, through its subsidiaries, is a strategic partner providing a comprehensive suite of
voice and data solutions as well as telecommunications consulting services to leading businesses
nationwide. From traditional voice services to MPLS networks and Voice over IP technologies, MetTel
Holding offers a complete portfolio of products. MetTel was authorized by the Commission to provide
local and interexchange telecommunications services on August 8, 2001 in Docket No. MRO-T-05-1,
Cause No. 41926 (the “ID CPCN”).
In addition to the services provided by MetTel to Idaho customers, MetTel’s affiliates are
authorized by the various state public service commissions to provide facilities-based and/or resold
interexchange telecommunications services, and competitive local exchange services in 49 other states,
RECEIVED
Friday, July 21, 2023 10:53:04 AM
IDAHO PUBLIC
UTILITIES COMMISSION
CASE NO. MRO-T-23-01
PAGE 2
the District of Columbia, Puerto Rico, and Canada pursuant to certification, registration or tariff
requirements, or on a deregulated basis.
II. Designated Contacts
III. Description of the Internal Restructuring
1 The conversion changes the business
organization form and name only of the certificated entity. There will be no change in the certificated
entity’s ownership, management, operation, rates or service offerings or responsibility for regulatory
obligations upon conversion of all the MetTel operating companies. Metropolitan Telecommunications of
Idaho, Inc. currently invoices customers under the name “MetTel” and Metropolitan Telecommunications
of Idaho, LLC will continue to invoice customers under the name “MetTel”. Accordingly, the name change
is minimal, as it applies only to the organization form after the entity’s name, and will cause no confusion
to customers.
1 See Del. Code Ann. tit. 8 § 266(h) (“When a corporation has been converted to another entity or business
form pursuant to this section, the other entity or business form shall, for all purposes of the laws of the State
of Delaware, be deemed to be the same entity as the corporation.”
PAGE 3
In addition, upon completion of the conversion of all MetTel operating companies, an intermediate
holding company, MetTel PI, LLC — also a Delaware limited liability company — will be inserted between
MetTel’s ultimate parent company, MetTel, Inc., and the indirect parent, MetTel Holding. This entity will
be controlled by MetTel, Inc. It will be structured to permit other individuals or entities to obtain purely
economic rights, such as the right to participate in distributions above a certain amount; however, these
members will have no voting or management rights and all control will remain with MetTel, Inc. MetTel’s
managerial, technical, and financial qualifications that supported the grant of MetTel’s CPCN remain the
same. MetTel’s tariff has been updated to reflect the new name and is available online here.
MetTel, Inc. is implementing this internal restructuring to streamline operations and
administration, facilitate financing and other transactions and for other business purposes.
IV. Public Interest Considerations
The internal corporate restructuring described herein will serve the public interest for several
reasons.
The conversions will in no way diminish the availability, quality, and affordability of the
telecommunications services offered to MetTel’s Idaho customers. Since the only change arising from
the conversions will be the certificated entity’s conversion from a corporation to a limited liability company
and the creation of an intermediate holding company, there will be no changes in network coverage,
services or rates as a result of the consummation of the conversions. Moreover, because customer
invoices will not change, most MetTel subscribers will not even notice that their provider had undergone
an internal corporate restructuring. Finally, the conversions should raise no antitrust concerns, because
the participating entities are wholly owned and controlled by the same parent organizations. As such,
there will be no transfer of control of any business operations.
In sum, the conversions will serve the public interest by preserving and enhancing MetTel’s
strengths without posing any threat of anticompetitive effects or other public interest harms, and they
will be largely invisible to consumers.
V. Conclusion
For the reasons stated above, MetTel respectfully submits that the public interest, convenience,
and necessity would be furthered by the proposed transaction. Accordingly, MetTel respectfully advises
the Commission of its participation in the transaction as described above.
PAGE 4
If there are any questions regarding this filing, please do not hesitate to contact Michael Donahue
at [e-mail] or [phone].
Respectfully submitted,
Michael P. Donahue
Counsel for Metropolitan Telecommunications of
Idaho, Inc.
EXHIBIT LIST
EXHIBIT A
Metropolitan Telecommunications of Idaho Certificate of Formation,
Certificate of Conversion to a Limited Liability Company and
Certificate of Authority to Transact Business in Idaho
Delaware
The First State
Page 1

You may verify this certificate online at corp.delaware.gov/authver.shtml
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “METROPOLITAN
TELECOMMUNICATIONS OF IDAHO, LLC” FILED IN THIS OFFICE ON THE
TWENTY-FIRST DAY OF JANUARY, A.D. 2022, AT 1:43 O`CLOCK P.M.
Delaware
The First State Page 1

You may verify this certificate online at corp.delaware.gov/authver.shtml
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE
CORPORATION UNDER THE NAME OF "METROPOLITAN TELECOMMUNICATIONS OF
IDAHO, INC." TO A DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS
NAME FROM "METROPOLITAN TELECOMMUNICATIONS OF IDAHO, INC." TO
"METROPOLITAN TELECOMMUNICATIONS OF IDAHO, LLC", FILED IN THIS
OFFICE ON THE TWENTY-FIRST DAY OF JANUARY, A.D. 2022, AT 1:43
O`CLOCK P.M.
EXHIBIT B
Pre-Transaction Ownership Structure
MetTel, Inc.
Metropolitan Telecommunications
Holding Company
Manhattan Telecommunications
Corporation
Metropolitan Telecommunications
of Idaho, Inc.
Each line above between entities
represents 100% voting interest
ownership.
EXHIBIT C
Post-Transaction Ownership Structure
MetTel, Inc.
Metropolitan Telecommunications
Holding, LLC
Manhattan Telecommunications,
LLC
Metropolitan Telecommunications
of Idaho, LLC
Each line above between entities
represents 100% voting interest
ownership.
MetTel PI, LLC