Department of Public Service

Telephone Company - Procedure for Transfer of Assets Petition



TRANSFER OF ASSETS, MERGERS AND STOCK TRANSITIONS PROCEDURE FOR APPLICANTS

Pursuant to New York State Public Service Law (PSL), telephone corporations cannot transfer or lease their assets to another person or corporation without the written consent of the Commission. Applications will be evaluated on an individual case basis; however, the summary below lists basic requirements. 

Transfers are governed by the PSLs listed below:
    Section 92-e Changes in providers – notice to customers
    Section 99 (2) Asset Transfer (includes transfer of CPCN)
    Section 100 Mergers and Stock Transactions

PSL can be found at the following site under “PBS” (Public Service):

http://public.leginfo.state.ny.us/menugetf.cgi?COMMONQUERY=LAWS

16 NYCRR, Parts 31 and 39 of the Commission's rules and regulations contain various detailed requirements for PSL Section 99(2) and 100 petitions, respectively.

A company requesting a transfer should file a petition (original and 4 copies) with the Secretary of the Commission:
    Ms. Kathleen H. Burgess, Secretary
    New York State Department of Public Service
    3 Empire State Plaza
    Albany, New York 12223-1350

The petition should include:
  • Complete description of the proposed transaction and why it is in the public interest.
  • For each party involved in the proposed transaction, the name, address, date of original certification with case number, and a description of the services being provided.
  • Description of customer impacts, including total of number of residential and business customers.
  • Method of customer notification, including notification of any name changes.
  • When customer accounts are being transferred, the actual customer notice required by PSL Section 92-e must be included.
  • Proposal must include organizational charts showing the current ownership structure and the ownership structure after the transfer is completed.
  • Full description of merger agreement
  • Updated Telecommunications Carrier Critical Information (TCCI) form is required to be filed whenever company information changes. Telecommunications Carrier Critical Information Form.
  • Any other pertinent supporting documentation
Link to Sample Outline: SAMPLE TRANSFER PETITION.doc (31 KB MS Word)

Timeframe: The timeframe is determined by statute:

PSL §§ 99 (2) and 100 – the transfer becomes effective within 90 days from the date the Commission receives notification. If, within that time, the Commission determines more time is required for review, the company will be notified in writing.

Approval of the transfer requires the filing of an Adoption Supplement, (sample form: Adoption Suplmnt.doc. (25KB MS Word)) Within one year of approval a complete, original tariff must be filed.


SAMPLE OUTLINE FOR ASSET TRANSFER PETITION

PETITION FOR AUTHORIZATION FOR TRANSFER OF CONTROL
  • APPLICATION
Pursuant to Section(s) (state authority requested) approval is hereby requested for a transfer of (name of company being transferred) from its current company to (company name) Explain changes in operations and authority held by the company.
  • DESCRIPTION OF THE TRANSFER OF CONTROL TRANSACTION
Fully explain the details of the how and why the transfer is proposed. This should include details of the technical, financial and managerial ability of the new company to provide reliable services. Include Exhibit references showing the diagram of the current and proposed corporate structure of the Applicants.
  • DESCRIPTION OF THE ENTITIES INVOLVED IN THE PROPOSED TRANSACTION
For each company state:
(name company) is a (publicly traded/private) (state of incorporation) corporation with executive headquarters at (address) . It is a (kind of provider i.e .long distance, wireless video) in (where is provides service) and (number and kinds of lines). Also include the New York State Case Number and authorization date for each CPCN held by the parties.
  • DESIGNATED CONTACT
Correspondence regarding this application should be directed to:
      Contact name and address, telephone and, fax numbers, and e-mail are required for each company involved.
  • APPROVAL OF THE TRANSFER OF CONTROL IS IN THE PUBLIC INTEREST
Applicant respectfully submits that the transaction or transfer of control described herein will serve the public interest. The proposed transaction will…. Detail specifically how the proposal is in the public interest. If applicable, provide reference to customer notification. Include draft of notice in Exhibit section. 
  • CONCLUSION
(Company names) respectfully requests that this Commission grant it authority to transfer control of (company name) from its current company (Company name) to (company name)
  • VERIFICATION
Each company must include a signed and notarized verification stating that the information submitted is correct. Sample at: Verification.doc (22 KB MS Word)
  • APPENDIX / EXHIBITS
Attach organization charts, updated TCCI form and any other supporting documentation.


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