Transcript M A.ppt

Mergers & Acquisitions
Problems
• Expectations on filing contents not uniform
between Board and DPS
• No readily accessible summary of filing
requirements
• Petitions often written in legalese
Effects of Problems
• Extensive DPS staff time spent explaining
filing requirements
• DPS and Board staff required to chase down
and wait for information necessary to
review request for approval
• Petitions for approval delayed while waiting
for additional information
Effects of Problems (con’t)
• Lack of uniform filing contents made
review burdensome in light of number of
petitions, particularly non-dominant carrier
petitions
• Petitions not easily understandable
Solutions
• Uniform application
• Clear expectations of information necessary
to review proposed transaction
• Easily accessible basic information in
writing about mergers and acquisitions,
including filing requirements via FAQ
Solutions (con’t)
• Database to assist DPS (and possibly Board
in the future) in researching information
about petitioning companies (e.g., whether
Annual Reports and gross revenue taxes up
to date)
Proposed New M&A Process
M&A Request for Approval
Form
• Form useful for each type of merger or
acquisition
• Requests information of interest to DPS and
Board
• Must be signed and sworn to allow Board to
make fact findings consistent with statute
• Eliminates detailed financial and
managerial review and replaces with sworn
statement that both are sound and stable
M&A Approval Form (con’t)
• Information requested is uniform and can be
easily found by reviewing DPS and Board
staff
• Facilitates order drafting for Board staff
• Reduces the potential for difficult to
understand legalese
New M&A Process
Company files original + 3 copies of
M&A Request for Approval Form
and required documents with Board only
Board reviews filing for completeness
Board sends completed filing to DPS Telecom Div.
DPS reception logs filing in database
and forwards filing to Telecom Div.
Telecom Div. reviews filing, checks database for
outstanding GRT, Annual Reports, CAPI complaints
Telecom prepares and files approval letter with Board OR
refers filing to public advocacy if contested issues exist