SECTION 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.

[Source: Added at 15 Ok Reg 3092, eff 7-15-98; Amended at 16 Ok Reg 2312, eff 7-1-99; Amended at 19 Ok Reg 2005, eff 7-1-02]