Okla. Admin. Code § 165:57-12-1 - Notification of transactions affecting the ownership or control of an OSP
(a) The parties to
an agreement, the performance of which will result in the movement of some or
all of the regulated telecommunications services customers of one or more
certificated operator service providers to a different legal entity, shall, at
least forty-five (45) days before the effective date of such proposed
transaction, file an original and eight (8) copies of a Notification of
Transaction with the Commission 's Office of the Court Clerk, accompanied by the
applicable filing fee, in order to notify the Commission of the
transaction.
(b) The parties to an
agreement, the performance of which will result in the transfer of a
Certificate of Convenience and Necessity, with or without the transfer of a
tariff, from one legal entity to another legal entity shall, at least
forty-five (45) days before the effective date of such proposed transaction,
file an original and eight (8) copies of a Notification of Transaction with the
Commission 's Office of the Court Clerk, accompanied by the applicable filing
fee, in order to notify the Commission of the transaction.
(c) The parties to an agreement, the
performance of which will result in the merger of one or more legal entities
with a surviving legal entity which is certificated to provide operator
services , shall, at least forty-five (45) days before the effective date of
such proposed transaction, file an original and eight (8) copies of a
Notification of Transaction with the Commission 's Office of the Court Clerk,
accompanied by the applicable filing fee, in order to notify the Commission of
the transaction.
(d) This Section
shall not require notification to the Commission of transactions which involve
only changes in the ownership of the stock of an operator service provider.
Such transactions are not subject to regulation by the Commission .
(e) The Notification of Transaction shall
include a copy of the agreement, with all exhibits and schedules, and set forth
the following information, if applicable:
(1)
The name of the acquiring entity and the acquired entity.
(2) Identification of the acquired
assets.
(3) The anticipated
completion date and the effective date (if different) of the
transaction.
(4) The name of the
entity(ies) which will be providing telecommunications services in Oklahoma
subsequent to the effective date of the transaction (the "surviving
entity").
(5) The name, address and
telephone number of a contact person for purposes of the Notification of
Transaction.
(6) The names and
qualifications of the individuals who will serve as officers and management of
the surviving entity.
(7) The
name(s), address(es) and telephone number(s) of the representatives of the
surviving entity who will be the contact(s) for the Public Utility Division and
the Consumer Services Division and will be primarily responsible for:
(A) Providing customer service ;
(B) Repair and maintenance;
(C) Answering complaints;
(D) Authorizing and/or furnishing refunds to
customers;
(E) Tariff issues;
and,
(F) Receiving Notices related
to causes docketed at the Commission .
(8) An affidavit, including a financial
statement, that states that the surviving entity possesses the financial
ability to provide operator service provider services in the State of
Oklahoma.
(9) A copy of the notice
which will be provided to affected customers informing them of the transaction
and any change in the name of the entity which provides telecommunications
services to them or in their rates, charges or terms and conditions of service
as a result of the transaction.
(10) Identification of any changes in
services to be offered or tariffed rates to affected customers required by the
transaction.
(11) A narrative
and/or schematic description of the relationship between or among the acquired
and acquiring entities and the surviving entity.
(12) An acknowledgment that any tariff
revisions shall only be accomplished in a separate filing.
(13) A statement of the approximate number of
Oklahoma customers.
(f)
At the time of filing the Notification of Transaction, the acquiring entity
shall provide a copy of the Notification of Transaction, with all attachments
thereto, to the Office of the Attorney General of the State of
Oklahoma.
(g) The Commission Staff
shall review the Notification of Transaction for the purpose of determining
whether the proposed transaction should be approved and, in the case of
mergers, whether the surviving entity should be allowed to provide
telecommunications service in Oklahoma after the effective date of the
transaction under the authority of any existing Certificate of Convenience and
Necessity. The Commission shall act on a notification within thirty (30)
business days of the date the notification is filed. No reportable transaction
shall be consummated except by order of the Commission . Any person wishing to
object to the proposed filing must file an objection with the Commission 's
Office of the Court Clerk no later than fifteen (15) days after the proposed
filing. The Attorney General of the State of Oklahoma shall be granted
intervention in such proceeding, if requested.
(h) Within thirty (30) business days of the
filing of the Notification of Transaction, the Commission Staff may file a
Continuance of Review in the Cause stating that the Commission Staff has not
completed its review of the transaction and shall require an additional
specified time, not to exceed an additional thirty (30) calendar days, in which
to complete such review. The Commission Staff shall accompany such a
Continuance of Review with a specification of the additional information, if
any, needed to complete this review.
(i) The Commission Staff may, if it
determines appropriate, file a Notice in the Cause requiring the acquiring
entity and/or the surviving entity to show cause that the proposed transaction
and/or merger is lawful, fair to the customers and in the public interest. The
filing of such Notice by the Commission Staff will not alone suspend the
authority of any entity to operate under an existing Certificate of Convenience
and Necessity. Simultaneously with the filing of any such Notice, the
Commission Staff shall propose a procedural schedule, including a date for
hearing which shall be held within ninety (90) calendar days of the date of the
filing of the Notification of Transaction, unless otherwise ordered by the
Commission . If such a Notice is filed by the Commission Staff, the acquiring
entity and/or surviving entity shall have the burden of establishing that the
proposed transaction(s) is lawful, fair to the customers and in the public
interest.
(j) When applicable,
after approval of notification of transaction(s), and not later than thirty
(30) days after transaction consummation, an original and two (2) copies of the
approved tariffs, which conform to OAC
165:57-7-3,
shall be provided to the Public Utility Division.
Notes
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