Findings of Fact
1. Windstream is a Delaware corporation.
2. PAETEC Holding Corporation is a Delaware corporation.
3. Peach Merger Sub, Inc. is a direct, wholly-owned subsidiary of Windstream created for purposes of the merger of PAETEC Holding Corporation and Windstream.
4. Windstream is a diversified communications and entertainment company with four subsidiaries that hold valid CPCNs and provide telecommunications services in California.
5. PAETEC Holding Corporation is a communications company with four subsidiaries that hold valid CPCN's and provide telecommunications services in California.
6. Windstream Communications, Inc. (U-6985-C) is a wholly-owned subsidiary of Windstream, authorized to provide resold interexchange services pursuant to Decision (D.) 06-02-038.
7. Windstream NTI, Inc. (U-5674-C) is a wholly-owned subsidiary of Windstream, authorized to provide interexchange carrier services pursuant to
D.96-09-062.
8. Windstream Nuvox, Inc. (U-7214-C) is a wholly-owned subsidiary of Windstream, authorized to provide resold local exchange services pursuant to
D.11-05-040.
9. Windstream Norlight, Inc. (U-7079-C) is a wholly-owned subsidiary of Windstream, authorized to operate as a switchless reseller of Inter-Local Access and Transport Area (LATA) and Intra-LATA telecommunications services offered by communication common carriers in California pursuant to
D.08-04-045.
10. PaeTec Communications, Inc. (U-6097-C) is a wholly-owned subsidiary of PAETEC authorized to provide telecommunications services as a full
facilities-based competitive local exchange carrier pursuant to D.98-12-083, as amended by D.99-02-004, and as a non-dominant interexchange carrier pursuant to D.98-09-049.
11. McLeodUSA Telecommunications Services, LLC (U5712C) is a
wholly-owned subsidiary of PAETEC authorized to provide resale and limited facilities-based competitive local exchange telecommunications service pursuant to certification granted by the Commission in D.01-05-055, and resold InterLATA and IntraLATA telecommunications services pursuant to certification granted in D.96-12-021.
12. Talk America, Inc. (U5535C) is a wholly-owned subsidiary of PAETEC authorized to provide local exchange and interexchange telecommunications services pursuant to authority granted in D.98-07-020 and D.95-11-037, respectively.
13. LDMI Telecommunications, Inc. (U5837C) is a wholly-owned subsidiary of PAETEC authorized to provide interexchange telecommunications services pursuant to authority granted in D.97-09-021.
14. Peach Merger Sub, Inc. will merge with and into PAETEC and PAETEC will continue to exist as the surviving corporation.
15. As a result of this transaction, PAETEC will become the direct,
wholly-owned subsidiary of Windstream.
16. Windstream will become the new ultimate parent company of PAETEC and its subsidiaries.
17. The subsidiaries of PAETEC will continue to be wholly-owned subsidiaries of their existing intermediary parent companies.
18. The change in ultimate control will not involve a transfer of the authority, assets or customers of the subsidiaries of PAETEC.
19. Windstream and PAETEC subsidiaries currently provide telecommunications services in California and there will be sufficient experience and expertise for their continued operations, post transfer of control.
20. Applicants have provided financial statements that demonstrate that both Windstream and PAETEC have access to well over $100,000 in cash or cash equivalent, which is reasonably liquid and available and which is sufficient to cover operating expenses and any deposits third party carriers may require.
21. Pursuant to Rule 11.4, Applicants filed a motion for leave to file confidential materials under seal, including Exhibits C through I to the application.
22. Notice of this application appeared on the Commission's Daily Calendar on August 17, 2011. There were no protests to this application.
23. No hearings are necessary.
