PUBLIC UTILITY COMMISSION
Harrisburg, PA 17105-3265
Public Meeting held October 22, 2015
Commissioners Present:
Gladys M. Brown, Chairman
John F. Coleman, Jr., Vice Chairman
Pamela A. Witmer
Robert F. Powelson
Andrew G. Place
Application for Nunc Pro Tunc Approval of the Transfer of Assets of Pennsylvania Online, Ltd.
to Netrepid, Inc., and the Abandonment of its Certificate of Public Convenience / Docket Number:
A-2015-2496633
ORDER
BY THE COMMISSION:
On July 31, 2015, pursuant to Sections 1101, 1102(a)(2)-(3) and 1103(a), of the Pennsylvania Utility Code, 66 Pa. C.S. §§ 1101, 1102 and 1103, and the Commission’s Statement of Policy – Utility Stock Transfers Under 66 Pa. C.S. § 1102(a)(3), 52 Pa. Code §69.901 and its Abbreviated Procedures for Review and Approval of Transfer of Control for Telecommunications Public Utilities, Pennsylvania Online, Ltd. (Pa Online) filed the above-captioned application seeking approval of the transfer of assets of Pa Online to Netrepid, Inc. (Netrepid), nunc pro tunc, and the approval of the abandonment of its Certificate of Public Convenience.
A notice of the application was not published in the Pennsylvania Bulletin, however, copies of the application were served upon the Office of Small Business Advocate, the Office of Consumer Advocate and the Bureau of Investigation and Enforcement.
Pa Online, utility code 210104, is a regulated public utility organized and existing under the laws of the Commonwealth of Pennsylvania. Pa Online is authorized to operate as a competitive access provider in the Commonwealth of Pennsylvania pursuant to authority granted by the Commission in an Order entered on April 16, 2007, at Docket No. A-311431.
Pa Online has not offered regulated telecommunications services at any point following issuance of its Certificate of Public Convenience. Pa Online operated as a reseller of dial-up internet services, high-speed Internet, and Voice Over Internet Protocol services, none of which is subject to Commission jurisdiction.
Netrepid is a Pennsylvania corporation with its principal place of business at 21 N. Enola Drive, Enola, Pennsylvania 17025. It provides web-based cloud computing, colocation, data backup, infrastructure management, and, to a limited extent, resale dialup services. Netrepid is not a Pennsylvania regulated public utility.
Pursuant to a Bill of Sale, Assignment, and Assumption Agreement between Netrepid and Pa Online, Netrepid fully acquired the assets of Pa Online on May 2, 2013. The acquired assets include solely, intangible assets, as the only assets Pa Online held was the authority to operate as a reseller of telecommunications services. Pa Online did not own any physical telecommunications facilities or infrastructure or any other assets. Following the transaction, Netrepid has not offered telecommunications services regulated by the Commission. Instead it offers non-jurisdictional web-based cloud computing, colocation, data backup, infrastructure management and resale dial-up services supporting a variety of healthcare, financial, education and government entities.
Netrepid bears the burden of proving that Commission approval of the transfer of control is necessary or proper for the service, accommodation, convenience, or safety of the public. Netrepid has not offered regulated telephone services since the purchase of Pa Onlines’s certificate of public convenience. Even though Netrepid does not currently offer telecommunications services regulated by the Commission, it has the ability to do so. As required by the Commission’s rules under Chapter 11, we find that the record supports the Applicant’s claim that the transfer of ownership will benefit [potential] customers by the ability to provide service. For these reasons, we conclude that the record provides substantial evidence of affirmative public benefits sufficient to warrant approval of the proposed transaction under City of York v. Pa. PUC, 295 A.2d 825 (Pa. 1972) and Irwin A. Popowsky v. Pa. PUC, 937 A.2d 1040 (Pa. 2007).
Having reviewed the instant application, we have determined that the sale and transfer of assets of Pa Online to Netripid, nunc pro tunc, and the abandonment of services by Pa Online is necessary or proper for the service, accommodation, convenience, or safety of the public, and that the application should be approved;
THEREFORE,
IT IS ORDERED:
1. That the application for nunc pro tunc approval of the transfer of assets of Pennsylvania Online, Ltd. to Netrepid, Inc., at Docket No. A20152496633 is hereby approved.
2. That a Certificate of Public Convenience be issued to Netrepid, Inc. pursuant to 66 Pa. C.S. §§ 1102(a)(2) and 1103(a) of the Public Utility Code, nunc pro tunc, evidencing Commission approval of the transfer of assets of Pennsylvania Online, Ltd. to Netrepid, Inc.
3. That the application for approval of the abandonment of Pennsylvania Online, Ltd. to operate as a competitive access provider in the Commonwealth of Pennsylvania is hereby approved.
4. That a Certificate of Public Convenience be issued to Pennsylvania Online, Ltd., in care of Netrepid, Inc., approving the abandonment of Pennsylvania Online, Ltd. to operate as a competitive access provider in the Commonwealth of Pennsylvania and that its tariff be removed from the shelf.
5. That a Certificate of Public Convenience be issued to Netrepid, Inc., approving the abandonment of Netrepid, Inc. to operate as a competitive access provider in the Commonwealth of Pennsylvania.
6. That this case be marked closed.
BY THE COMMISSION,
Rosemary Chiavetta
Secretary
(SEAL)
ORDER ADOPTED: October 22, 2015
ORDER ENTERED: October 22, 2015
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