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Before the Public Utilities Commission of the State Of BEFORE THE PUBLIC UTILITIES COMMISSION FILED OF THE STATE OF CALIFORNIA 10/05/15 04:59 PM In the Matter of the Joint Application of Frontier ) Communications Corporation, Frontier ) Communications of America, Inc. (U 5429 C) ) Verizon California Inc. (U 1002 C), Verizon ) Application No. 15-03-005 Long Distance, LLC (U 5732 C), and Newco ) West Holdings LLC for Approval of Transfer ) of Control Over Verizon California Inc. and ) Related Approval of Transfer of Assets and ) Certifications ) Opening Brief of Verizon (PUBLIC VERSION) Henry Weissmann Charles Carrathers Carolyn Hoecker Luedtke Verizon John Muller Registered In-House Counsel, Munger, Tolles & Olson LLP State Bar of California 365 South Grand Ave., 35th Floor 2535 West Hillcrest Drive Los Angeles, CA 90071 Mail Code CAM21LB Telephone: 213-683-9100 Newbury Park, CA 91320 Facsimile: 213-683-5150 Telephone: 805-375-4374 Email: [email protected] Facsimile: 805-498-5617 Email: [email protected] Attorneys for Verizon California Inc., Verizon Long Distance, LLC and Newco West Holdings LLC Date: October 5, 2015 1 / 57 TABLE OF CONTENTS Page I. INTRODUCTION ...............................................................................................................1 II. DESCRIPTION OF THE TRANSACTION .......................................................................3 III. THE RECORD DEMONSTRATES THAT THE TRANSACTION MEETS THE CRITERIA OF SECTION 854 AND IS IN THE PUBLIC INTEREST.............................7 IV. THE COMMISSION SHOULD NOT REQUIRE VERIZON TO FUND AN ESCROW ACCOUNT FOR FRONTIER TO SPEND ON THE NETWORK...................8 A. Verizon California’s Network Is In Good Condition ..............................................8 1. Verizon California Has Invested In Its Network .........................................8 2. Verizon California’s Transport Network Is In Good Condition..................9 3. Verizon California’s Outside Plant Is In Good Condition.........................13 4. Verizon California’s Facilities Are Maintained In Accordance With General Orders 95 and 128 ...............................................................16 5. Objective Data Demonstrate That Verizon California’s Network Is In Good Condition .....................................................................................17 6. Intervenors Present No Objective Or Reliable Evidence Regarding The Condition Of The Network.................................................................21 B. The Proposed Escrow Account Condition Is Unrelated To The Transaction........23 1. An Escrow Condition Is Not Needed To Mitigate An Adverse Effect Of The Transaction .........................................................................24 2. The Transaction Does Not Affect The Commission’s Jurisdiction To Address Network And Service Quality Issues On An Industry- Wide Basis .................................................................................................26 C. The Commission Should Not Change The Parties’ Agreement That Frontier Bears Financial Responsibility For The Network Post-Closing ..............29 D. An Escrow Funding Requirement Would Be Inconsistent With The Commission’s Long-Standing Policy Of Not Regulating Investment...................32 E. Post-Closing Investments Should Be Determined And Paid For By Frontier...................................................................................................................33 F. An Escrow Condition Amounts To A Transaction Tax, Which Would Discourage Socially Beneficial Transactions And Investments ............................34 G. The West Virginia Order Does Not Support Any Escrow Account Here .............35 H. An Escrow Condition On Verizon Would Be An Unlawful Penalty.....................37 I. ORA’s and TURN’s Recommendations For An Escrow Amount Are Arbitrary.................................................................................................................39 i 2 / 57 TABLE OF CONTENTS (continued) Page J. An Escrow Condition Would Constitute An Unlawful Taking.............................41 V. VERIZON’S GAIN-ON-SALE IS NOT SUBJECT TO SHARING ................................41 A. Commission Precedent Holds That The Gain-on-Sale Is Not Subject To Sharing ...................................................................................................................42 B. Economic And Policy Considerations Preclude A Mandated Sharing Of The Gain-On-Sale ..................................................................................................44 1. The Commission Should Not Mandate Any Sharing ................................44 2. The Gain-on-Sale Does Not Reflect The Economic Benefits Of The Transaction Under Section 854(b)(2) .................................................45 3. The Gain-on-Sale Is An Accounting Calculation That Does Not Reflect Economic Value ............................................................................45 4. A Mandated Transfer Of Verizon’s Gain To Frontier Would Be Unlawful And Unnecessary .......................................................................46 VI. THE COMMISSION SHOULD REJECT OTHER PROPOSED CHANGES TO THE SPA ...........................................................................................................................48 VII. THE COMMISSION SHOULD REJECT XO’S RECOMMENDATIONS.....................50 VIII. CONCLUSION..................................................................................................................50 ii 3 / 57 TABLE OF AUTHORITIES Page(s) FEDERAL CASES Brown v. Legal Found. of Wash., 538 U.S. 216 (2003).................................................................................................................41 Dolan v. City of Tigard, 512 U.S. 374 (1994).................................................................................................................41 Ramaprakash v. F.A.A., 346 F.3d 1121 (2003)...............................................................................................................33 Webb’s Fabulous Pharmacies, Inc. v. Beckwith, 449 U.S. 155 (1980).................................................................................................................41 STATE CASES Ponderosa Tel. Co. v. Pub. Utils. Comm’n, 197 Cal. App. 4th 48 (2011) ....................................................................................................41 FCC DECISIONS Application of GTE Southwest Incorporated and Frontier Communications, Order, Docket No. 44630 (PUC of Tex. Sept. 18, 2015)...........................................................4 Applications of AT&T Mobility Spectrum LLC, New Cingular Wireless PCS, LLC, Comcast Corporation, Horizon Wi-Com, LLC, NextWave Wireless, Inc., and San Diego Gas & Electric Company for Consent To Assign and Transfer Licenses, Memorandum Opinion and Order, 27 FCC Rcd. 16459 (2012)..............................................25 Applications of Softbank Corp., Starburst II, Inc., Sprint Nextel Corp., and Clearwire Corp; For Consent to Transfer Control of Licenses and Authorizations, 28 FCC Rcd 9642 (2013).........................................................................................................25 General Motors Corporation and Hughes Electronics Corporation, Transferors, and The News Corporation Limited, Transferee, for Authority to Transfer Control, Memorandum Opinion and Order, 19 FCC Rcd. 473 (2004)..................................................26 In the Matter of Applications Filed by Frontier Communications Corporation and Verizon Communications Inc. for the Partial Assignment or Transfer of Control of Certain Assets in California, Florida, and Texas, WC Docket No. 15-44 (Sept. 2, 2015).................................................................................4, 25 iii 4 / 57 TABLE OF AUTHORITIES (continued) Page(s) In the Matter of Improving 911 Reliability & Continuity of Commc’ns Networks, Including Broadband Technologies, 28 FCC Rcd. 17476 (2013)................................................................................................11, 12 Order Instituting Rulemaking to Evaluate Telecommunications Corporations Service Quality Performance and Consider Modification to Service Quality Rules, R.11-12-001 (Dec. 1, 2011) ..........................................................................................26 SBC Communications Inc. and AT&T Corp. Applications for Approval of Transfer of Control, Memorandum Opinion and Order, 20 FCC Rcd 18290 (2005).......................................................................................................................................25 Verizon Communications Inc. and MCI, Inc. Applications for Approval of Transfer of Control, Memorandum Opinion and Order, 20 FCC Rcd 18433 (2005).......................................................................................................................................25 STATE STATUTES Public Utilities Code § 854................................................................................................1, 6, 7, 26 Public Utilities Code § 854(b)(2)........................................................................................... passim Public Utilities Code § 854(c)(2)...................................................................................................24 Public Utilities Code § 854(c)(8)...................................................................................................24 Public Utilities Code § 2107..........................................................................................................37
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