STATE OF MISSOURIPUBLIC SERVICE COMMISSION
At a session of the Public Service Commission held at its office in Jefferson City on the 27th day of March, 2003. USA Inc., Teleglobe USA LLC d/b/a Teleglobe ) USA LLC (Missouri) and TLGB Corporation ) Case No. XM-2003-0299 for Approval of Assignment of Assets and ) Related Transactions )
ORDER APPROVING MERGER
On February 25, 2003, Teleglobe USA Inc. (“Old Teleglobe”), Teleglobe USA LLC d/b/a Teleglobe USA LLC (Missouri) (“New Teleglobe”) and TLGB Corporation jointly filed an Application seeking authority from the Commission to transfer “telecommunications assets” from Old Teleglobe to New Teleglobe, and subsequently, for New Teleglobe’s stock to be transferred to TLGB Corporation. This request stemmed from Old Teleglobe’s bankruptcy proceedings in the United States District Court for the District of Delaware, and New Teleglobe’s intent to acquire certain Old Teleglobe customers and assets.
On March 25, 2003, the Staff of the
Commission filed its recommendation in which it recommended that the
Commission approve Old and New Teleglobe’s application, contingent upon
the grant of the certificate New Teleglobe has requested in Case No. XA- Staff noted that the application in this case also seeks Commission approval, pursuant to Section 392.300, of a second transaction, where control of New Teleglobe will be transferred from Old Teleglobe to TLGB Corporation, via a transfer of stock. Staff stated that neither subsection of Section 392.300 applies to the transfer of stock from Old Teleglobe to TLGB Corporation. However, Staff also stated that, if the Commission determines that it does have jurisdiction, that the second transaction is not detrimental to the public interest. The Commission has reviewed the application and Staff’s recommendation. The Commission finds that the first portion of the transaction – over which it has jurisdiction – is not detrimental to the public interest. The Commission agrees with the analysis of the Staff and concludes that it does not have jurisdiction over the second portion of the transaction. The Commission will grant the application. IT IS THEREFORE ORDERED: 1. That the joint application filed by Teleglobe USA Inc., Teleglobe USA LLC d/b/a Teleglobe USA LLC (Missouri), and TLGB Corporation on February 25, 2003, is granted. 2. That this order shall become effective on March 28, 2003. 3. That this case may be closed on March 29, 2003. BY THE COMMISSION Dale Hardy Roberts Secretary/Chief Regulatory Law Judge (S E A L) Simmons, Ch., Murray, Lumpe and Forbis, CC., concur Gaw, C., dissents, dissenting opinion attached
Mills, Deputy Chief Regulatory Law Judge BEFORE THE PUBLIC SERVICE COMMISSION OF THE STATE OF MISSOURIIn the Matter of the Application of Teleglobe ) USA Inc., Teleglobe USA LLC d/b/a Teleglobe ) USA LLC (Missouri) and TLGB Corporation ) Case No. XM-2003-0299 For Approval of Assignment of Assets and ) Related Transactions ) Dissenting Opinion of Commissioner Steve Gaw I dissent from the portion of this order that denies our jurisdiction over telecommunications companies that do or seek to do regulated telecommunications business in Missouri. This Commission has a duty to examine the public interest impact resulting from proposed sales of assets, corporate reorganizations, or outright sale of a regulated company doing business in Missouri. Staff’s argument against the Commission’s jurisdiction is based upon its interpretation of an old Missouri Supreme Court decision interpreting a different statute. A question of law exists in this case which the staff cedes in favor of no review under the public interest standard. Staff’s position is both puzzling and disappointing. Respectfully submitted, ______________________________ Steve Gaw Commissioner Dated at Jefferson City, Missouri, on this 27th day of March, 2003. [1] The Commission is approving that application in an order being issued concurrently in Case No. XA-2003-0300.
|