HomeMy WebLinkAbout20150403Decision Memo.pdfDECISION MEMORANDUM 1
DECISION MEMORANDUM
TO: COMMISSIONER KJELLANDER
COMMISSIONER REDFORD
COMMISSIONER RAPER
COMMISSION SECRETARY
COMMISSION STAFF
FROM: DAPHNE HUANG
DEPUTY ATTORNEY GENERAL
DATE: APRIL 3, 2015
SUBJECT: TALK AMERICA’S CPCN APPLICATION, CASE NO. TAL-T-14-01
On September 19, 2014, Talk America Services, LLC (Talk America) applied to the
Commission for a Certificate of Public Convenience and Necessity (CPCN) authorizing it to
provide resold local exchange and interexchange telecommunications services in Idaho.
THE APPLICATION
Talk America is a Delaware limited liability company, authorized to do business in
Idaho. Application at 5, Exhibit C. Its principal place of business is in Little Rock, Arkansas.
Id. at 5. Talk America is a subsidiary of Communications Sales & Leasing, Inc. (CSL), a
Maryland corporation, which is also Talk America’s sole member. Id. Talk America proposes
to “provide resold local exchange, resold interexchange and broadband telecommunications
services to residential customers” currently subscribed to Windstream Holdings, Inc.
(Windstream). Id. at 1-2.
Talk America’s Application is part of or related to a corporate transaction involving
Windstream and CSL. Id. at 1-2. In that transaction, Windstream will divide into an operating
unit (providing telecommunications and related services), and a real estate investment trust
(holding title to distribution plant assets). Id. at 2. The investment trust’s assets, which include
copper, fiber, and real estate assets, will be transferred to CSL which will then lease the assets
back to Windstream on a long-term basis. Id. at 2. If the Commission approves Talk America’s
Application, Windstream intends to “transfer all of [its operating unit’s] residential local
exchange and long distance customers to [Talk America].” Id. at 2.
DECISION MEMORANDUM 2
Talk America seeks authority to provide local exchange services, and intends to
provide interexchange services, to and from all points in the State of Idaho. Id. at 6. Talk
America “will initially only resell the services [offered by Windstream], and in the future will
amend its certification if it decides to offer services as a facilities based provider.” Id. at 3. Talk
America does not intend to construct any new facilities in Idaho at this time. Id. Its network
“will consist of leased facilities provided by other carriers.” Id. Talk America intends to
“provide services at the same rates and under the same terms and conditions” as they are
currently provided by Windstream. Id. at 7, Exhibit E.
Exhibit A to the Application describes Talk America’s management team’s
background and experience. Talk America also provided its formation documents. Exhibit B.
Talk America also submits financial information in Exhibit D which it asserts is exempt from
public disclosure pursuant to Rule 67. IDAPA 31.01.01.067.
Talk America “agrees to comply with all applicable Idaho laws and Commission rules
and regulations.” Application at 8, Exhibit F.
STAFF RECOMMENDATION
Staff recommends that the Commission process Talk America’s Application under
Modified Procedure with a 21-day comment period.
COMMISSION DECISION
Does the Commission wish to process Talk America’s Application under Modified
Procedure with a 21-day comment period?
Daphne Huang
Daphne Huang
Deputy Attorney General
M:TAL-T-14-01_djh