Mergers & Acquisitions

Problems Expectations on filing contents not uniform between Board and DPS No readily accessible summary of filing requirements Petitions often written in legalese

Effects of Problems Extensive DPS staff time spent explaining filing requirements DPS and Board staff required to chase down and wait for information necessary to review request for approval Petitions for approval delayed while waiting for additional information

Effects of Problems (cont) Lack of uniform filing contents made review burdensome in light of number of petitions, particularly non-dominant carrier petitions Petitions not easily understandable

Solutions Uniform application Clear expectations of information necessary to review proposed transaction Easily accessible basic information in writing about mergers and acquisitions, including filing requirements via FAQ

Solutions (cont) Database to assist DPS (and possibly Board in the future) in researching information about petitioning companies (e.g., whether Annual Reports and gross revenue taxes up to date)

Proposed New M&A Process

M&A Request for Approval Form Form useful for each type of merger or acquisition Requests information of interest to DPS and Board Must be signed and sworn to allow Board to make fact findings consistent with statute Eliminates detailed financial and managerial review and replaces with sworn statement that both are sound and stable

M&A Approval Form (cont) Information requested is uniform and can be easily found by reviewing DPS and Board staff Facilitates order drafting for Board staff Reduces the potential for difficult to understand legalese

New M&A Process