Okla. Stat. tit. 17, § 17-191.5

merger - Hearing.

A. The Corporation Commission shall approve any merger or other

acquisition of control referred to in Section 191.2 of this title

upon such terms and conditions as it deems necessary or appropriate

in the public interest unless, after a public hearing thereon, it

finds that one or more of the following conditions exist or will

exist if such merger or other acquisition of control is consummated,

in which event it shall disapprove such merger or acquisition of

control and the same shall not be consummated:

1. The acquisition of control would adversely affect the

contractual obligations of the domestic public utility or of any

person controlling such domestic public utility, or its ability or

commitment to continue to render the same level of service to its

customers that the domestic public utility is currently rendering;

2. The effect of the merger or other acquisition of control

would be substantially to lessen competition in the furnishing of

public utility service in this state;

3. The financial condition of any acquiring party is such as

might jeopardize the financial stability of the domestic public

utility or any person controlling such domestic public utility or

otherwise prejudice the interest of the domestic public utility's

customers;

4. The plans or proposals which an acquiring party has to

liquidate the public utility or any such controlling person, sell

its assets, or a substantial part thereof, or consolidate or merge

it with any person, or to make any other material change in its

investment policy, business or corporate structure or management,

would be detrimental to the customers of the domestic public utility

and not in the public interest;

5. The competence, experience and integrity of those persons

who would control the operation of the domestic public utility are

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such that it would not be in the interest of its customers and the

public to permit the merger or other acquisition of control;

6. After giving effect to the merger or other acquisition of

control of a domestic public utility whose utility service includes

the furnishing of electric current, such domestic public utility

would not be operated, in the judgment of the Commission, on an

integrated basis with the domestic public utilities and foreign

public utilities affiliated with the acquiring party and, if the

acquiring party is a domestic public utility or foreign public

utility, with the acquiring party; or

7. Prior to giving effect to the merger or other acquisition of

control of a domestic public utility whose utility service includes

the furnishing of electric current, the acquiring party is not

substantially engaged in the business of providing utility service.

Provided that, in the discretion of the Commission, the condition

shall not apply to an acquiring party that on the effective date of

this act, directly or indirectly, through one or more of its

affiliates:

a. owns more than fifty percent (50%) of an electric

generating facility in this state, and

b. is selling power from such facility to the domestic

public utility pursuant to a contract approved by the

Commission.

Further provided that this exception to this condition shall

apply only to an acquiring party that on the effective date of this

act, directly or indirectly through one or more of its affiliates,

meets the requirements of subparagraphs a and b of this paragraph

and shall not apply to any third party that after the effective date

of this act acquires directly or indirectly such acquiring party or

all or part of the generating facility described in subparagraphs a

and b of this paragraph.

B. The public hearing referred to in subsection A of this

section shall be commenced within sixty (60) days after the

statement required by Section 191.2 of this title is filed. The

place, date and time for such public hearing shall be set by the
cquires directly or indirectly such acquiring party or

all or part of the generating facility described in subparagraphs a

and b of this paragraph.

B. The public hearing referred to in subsection A of this

section shall be commenced within sixty (60) days after the

statement required by Section 191.2 of this title is filed. The

place, date and time for such public hearing shall be set by the

Commission and notice thereof shall be given by the Commission to

the person filing the statement and to the domestic public utility

at least twenty (20) days prior to the date of the public hearing.

Notice of the public hearing shall be given by the person filing the

statement to such other persons and in such manner as may be

directed by the Commission at least fifteen (15) days prior to such

public hearing. The domestic public utility shall give notice to

its customers as provided in Section 191.6 of this title. The

public hearing referred to in subsection A of this section shall be

concluded within sixty (60) days after the commencement of such

hearing unless it is necessary, for good cause shown or in the

judgment of the Commission, to continue such hearing for sixty (60)

Oklahoma Statutes - Title 17. Corporation Commission Page 179

days. The Commission shall make a determination on the factors

specified in subsection A of this section within sixty (60) days

after the conclusion of such hearing, and any merger or other

acquisition of control within the purview of this section shall be

deemed approved as filed unless the Commission has, within sixty

(60) days after the conclusion of such hearing, entered its order

approving the merger or other acquisition upon such terms and

conditions as it deems necessary or appropriate in the public

interest or disapproving the merger or other acquisition of control.

C. In determining whether a domestic public utility whose

utility service includes furnishing electric current would be

operated on an integrated basis under paragraph 6 of subsection A of

this section, the Commission shall consider such factors as physical

interconnection to the acquiring party or its affiliates and the

ability to be economically operated with the acquiring party and its

affiliates as a single coordinated system not so large as to impair

the advantages of localized management, efficient operation and the

effectiveness of regulation.

D. In determining whether an acquiring party is or is not

substantially engaged in providing utility service under paragraph 7

of subsection A of this section, an acquiring party shall be deemed

to not be substantially engaged in the business of providing utility

service if, based on the information included in the schedule filed

pursuant to paragraph 10 of subsection A of Section 191.3 of this

title, the amount of the total nonutility assets of the acquiring

party exceeds the amount of the total utility assets of the

acquiring party.