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1 Control Number : Item Number : 11 Addendum StartPage: 0

2 DOCKET NO APPLICATION OF CABLF. & PUBLIC UTILITY" t'om<mis'sl(* WIRELESS AMERICAS OPERATIONS, INC. FOR AMENDMENT TO ITS SERVICE OF TEXAS PROVIDER CERTIFICATE OF OPERATING AUTHORITY COMMISSION STAFF'S FINAL RECOMMENDATION The Staff (Staff) of the Public Utility Commission of Texas (Commission) files this final recommendation regarding the June 19, 2012, filing by Cable & Wireless Americas Operations, Inc. (Applicant) for approval of amendment to its Service Provider Certificate of Operating Authority (SPCOA) No a a Applicant seeks approval to reflect a change in ownership/control wherein Applicant will become an indirect subsidiary of Vodafone Europe B.V. 1. PURA/Substantive Rule Requirements Public Utility Regulatory Act' (PURA) governs the issuance of an SPCOA. The Commission's rules outline the requirements for the issuance of an SPCOA and the amendment of such. P.U.C. SUBST. R governs amendments to SPCOAs. II. Staff Analysis Staff has examined the applicant's Application for an amendment to its SPCOA No to determine if it meets the requirements of PURA and P.U.C. SuasT. R Gordon Van Sickle of the Commission's Competitive Markets Division reviewed the application to determine whether it meets the technical requirements of PURA (b)(3) and PURA and the customer protection requirements of P.U.C. SUBST. R Neil Frederick of the Commission's Retail Markets and Licensing reviewed the application to determine whether it meets the requirements of PURA (b)(3) and P.U.C. SUBST. R Public Utility Regulatory Act, Tex. UriL. CODE ANN. Q (West 2007 & Supp. 2008) (PURA)

3 111. Staff Recommendation As explained further in the attached recommendations, Staff has determined that the Applicant has met the requirements of PURA and P.U.C. Sut3si'. R for an amendment to its SPCOA No Staff therefore recommends that this Application for an amendment be approved. Staff respectfully requests that an order be issued consistent with this recommendation. Dated: July 3, 2012 Respectfully Submitted, Margaret Uhlig Pemberton Division Director-Legal Division Keith Rogas Deputy Division Director-Legal Division Karen S. Hubbard Managing Attorney-Legal Division Davida Dwyer Attorney-Legal Division State Bar No (512) (512) (facsimile) Public Utility Commission of Texas 1701 N. Congress Avenue P.O. Box Austin, Texas CERTIFICATE OF SERVICE I certify that a copy of this document will be served on all parties of record on July 3, 2012, in accordance with P.U.C. Procedural Rule Davida A" U_UDwyer f--- Docket No Stalls Final Recommendation Page 2 of

4 Public Utility Commission of Texas Memorandum June 29, 2012 TO: FROM: RE: Davida Dwyer, Legal Neal Frederick, Competitive MarketsMQ-- Docket No Application of Cable & Wireless Americas Operations Inc. to amend its Service Provider Certificate of Operating Authority Recommendation The change in control does not impact the underlying financial qualification of Cable & Wireless Americas Operations Inc.("CWA") to hold SPCOA No recommend that the application be approved from a financial perspective. Applicant CWA holds SPCOA No and is currently authorized to provide data-only facilities based and resale competitive local exchange services. Transaction CWA is amending SPCOA No to reflect a change in indirect control and ownership. Vodafone Group plc will acquire all of the equity of Cable & Wireless Worldwide p1c, the ultimate parent company of CWA. Analysis and Conclusions CWA survives the transaction as a wholly-owned subsidiary of Cable & Wireless Worldwide plc, which becomes a wholly-owned subsidiary of Vodafone Group plc. The direct ownership of CWA does not change, and CWA continues to hold SPCOA No The transaction does not result in a change to the underlying financial qualification of the SPCOA holder as previously approved and SPCOA No has not been transferred to a previously uncertificated entity. Therefore, the transaction does not require an analysis of financial qualification pursuant to P.U.C. Subst. R

5 Public Utility Commission of Texas Memorandum TO: FROM: Bernice Cox and Davida Dwyer - Legal Division Gordon H. Van Sickle, Senior Network Analyst - Competitive Markets Divisiorw5U1 v b DATE: July 3, 2012 SUBJECT: Docket No : Application of'cuble & Wireless Americas Operations, Inc. to Amend its Service Provider Certificates ofoperuting Authority; Change in Ownership/Control Summary of Conclusions and Recommendations Staff (Staff) of the Public Utility Commission of Texas finds that Cable & Wireless Americas Operations, Inc. (SPCOA No ) continues to meet the technical criteria for a Service Provider Certificate of Operating Authority (SPCOA), pursuant to the Public Utility Regulatory Act (TEx. UTIL. CODE ANN ) (PURA) and Public Utility Commission of Texas (PUC) Substantive Rule Applicant is requesting a change of ownership from Cable & Wireless Worldwide Plc (parent company of Cable & Wireless Americas Operations, Inc.) is being acquired by Vodafone Europe B.V. As a result of the acquisition, Cable & Wireless Americas Operations, Inc. will remain the subsidiary of Cable & Wireless Worldwide Plc, which will become the subsidiary of Vodafone Europe B.V. Staff recommends approval of this change in ownership. The Applicant has requested that the name on its certification (SPCOA No ) remain "Cable & Wireless Americas Operations, Inc." Background Information on Application On June 19, 2012, Cable & Wireless Americas Operations, Inc. (SPCOA No ) filed an amendment application seeking a change of ownership in Docket No under Substantive Rule Order No. I was issued on June 20, 2012, entering a protective order, establishing a procedural schedule, and determining filing and service procedures. On June 28, 2012, Staff filed its recommendation on deficiencies and completeness of the submitted application. On June 29, 2012, Cable & Wireless Americas Operations, Inc. filed revised/supplemental information concerning its response to Question No. 14(c). Order No. 2 was issued on June 29, 2012, deeming the application sufficient and complete

6 Docket No SPCOA Recommendation Page 2 of 4 Description of Services Cable & Wireless Americas Operations, Inc. is a Delaware foreign for-profit corporation as of June 25, Staff checked with the Texas Secretary of State (SoS) and found that the name Cable & Wireless Americas Operations, Inc. is registered under file number as of August 4, 2003 and the entity status is "In Existence". Vodafone Europe B.V. (Vodafone Group Plc) is not registered with the Texas SoS. Texas Certification and Registration Information Operations, Inc. holds SPCOA No Cable & Wireless Americas Cable & Wireless Americas Operations, Inc. is currently a Data-Only - Facilities-based and Resale service provider for the entire State of Texas. Cable & Wireless Americas Operations, Inc. intends to continue providing Business and Residential - Other - Providing Private Line, lp Transit, and VPN Services. Cable & Wireless Americas Operations, Inc. will continue to provide at least one customer service representative per 2,500 customers during normal business hours. Any equipment provided by Cable & Wireless Americas Operations, Inc. shall be 911 compliant and local number portability capable as required. Cable & Wireless Americas Operations, Inc. has established a toll-free customer service number, but did not list it in the application. Cable & Wireless Americas Operations, Inc. provided an office number , fax number , a website address (www.vodafone.com) and an address (Dennis.Kraan(& vodafone.com). Cable & Wireless Americas Operations, Inc. has not requested a change in its existing service area: the entire State of Texas. Additional Information Requested for Technical Review Cable & Wireless Americas Operations, Inc. was requested to provide clarifying and/or supplemental technical information concerning this amendment application. Cable & Wireless Americas Operations, Inc. provided confirmation that its key personnel were the same as in Docket No On June 28, 2012, Cable & Wireless Americas Operations, Inc. filed its 2012 CLEC Annual Report to come into compliance. On June 29, 2012, Cable & Wireless Americas Operations, Inc. filed revised/supplemental information concerning its response to Question No. 14(c). Technical Qualifications Cable & Wireless Americas Operations, Inc.'s management consists of key personnel that have accumulated over 65 years of telecommunications experience. Mr. Andrew Morawski - President - has over 18 years of telecommunications experience in management, sales, global accounts, and business development. Mr. Richard Mullock - Chief Financial Officer - has over 17 years of telecommunications experience in management, accounting, networks, financial 00005

7 Docket No SPCOA Recommendation Page analysis, capital planning, and global financial planning. Ms. Diane Smith - Vice President of Human Resources - has over 5 years of telecommunications experience in human resources. Mr. Rob Dutton -- Head of Infrastructure Planning - has over 25 years of telecommunications experience in management, infrastructure planning and business development. Vodafone Europe B.V.'s management consists of the following key personnel: Mr. John Connors - Director, Erik de Rijk - Director, Henri Lantsheer - Director, Mr. Marinus Minderhoud - Director, Mr. Paul Stephenson - Director, Mr. Taco Van Der Mast - Director, and Mr. Michel Heere - Officer. Cable & Wireless Americas Operations, Inc. will rely upon its own technical personnel to provide service. Staff performed a google search on the following officers of Cable & Wireless Americas Operations, Inc.: Mr. Andrew Morawski (President), Mr. Richard Mullock (Chief Financial Officer), Ms. Diane Smith (Vice President of Human Resources) and Mr. Rob Dutton (Head of Infrastructure Planning). A search on the above listed officers did not reveal any Commission penalties or ongoing investigations. Staff also performed a google search on the following officers of Vodafone Europe B.V.: Mr. John Connors - Director, Erik de Rijk - Director, Henri Lantsheer - Director, Mr. Marinus Minderhoud - Director, Mr. Paul Stephenson - Director, Mr. Taco Van Der Mast - Director, and Mr. Michel Heere - Officer. A search on the above listed officers did not reveal any Commission penalties or ongoing investigations. Cable & Wireless Americas Operations, Inc. and Vodafone Europe B.V. stated that none of their officers have ever been convicted of a felony. Compliance Check A check of the Texas Comptroller's Office concerning the Applicable Tax Account Status for Cable & Wireless Americas Operations, Inc. (Taxpayer ld# ) revealed the following: IN GOOD STANDING NOT FOR DISSOLUTION OR WITHDRAWAL through May 15, A check of the Texas Comptroller's Office concerning the Applicable Tax Account Status for Vodafone Europe B.V. revealed the following: Not Registered. However, since they are not the certificate holder, they are not required to register. A check of the reporting requirements for Cable & Wireless Americas Operations, Inc. revealed that they are currently in compliance with filing their CLEC Annual Report. Complaint Check The Commission Company Complaint Database shows Zero complaints against Cable & Wireless Americas Operations, Inc. and Vodafone Europe B.V. Cable & Wireless Americas 00006

8 Docket No.4049I SPC)A Recommendation Page 4 of 4 Operations, Inc. tiled its number of customers for the past 60 months confidentially. Using the above information, the customer to complaint ratio is below 6'YO; therefore no further investigation is warranted. f nnrlucinn After the review of the submitted amendment application; Staff finds that Cable & Wireless Americas Operations, Inc. (SPCOA No ) is in compliance with the requirements of Substantive Rule to be granted a change of ownership to Vodafone Europe B.V. Staff has no technical concerns about this change of ownership and recommends that it be approved as currently tiled

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