Conclusions of Law

1. Where a company that does not possess a CPCN desires to acquire control of a company or companies that do possess a CPCN, the Commission will apply the same requirements, to the acquiring company, as would be applied to an initial applicant seeking a CPCN.

2. Windstream will be the ultimate owner of PAETEC and its subsidiaries, but no transfer of certificates, assets or customers will occur; the management of the companies will remain essentially the same; and each company will have the financial resources required; as a result, this transaction meets the Commission's requirements for approval of this transaction.

3. This transaction is in the public interest.

4. Applicants' motion to file their Exhibits 3 and 4 to the supplement to the application under seal should be granted for two years.

5. Since this matter is uncontested, the decision should be effective on the date it is signed.

ORDER

IT IS ORDERED that:

1. Pursuant to Pub. Util. Code §§ 852 and 854, the application of Windstream Corporation, PaeTec Communications, Inc., McLeodUSA Telecommunications Services, LLC, Talk America, Inc., and LDMI Telecommunications, Inc. for approval of a transaction in which Windstream Corporation will acquire control of PaeTec Communications, Inc., McLeodUSA Telecommunications Services, LLC, Talk America, Inc., and LDMI Telecommunications, Inc. is approved.

2. Within five days of the closing of the transaction, the surviving entities shall notify the Communications Division, by letter, of the consummation of the transaction.

3. Windstream Corporation's motion to file their Exhibits 3 and 4 to supplement to the application under seal is granted. The information will remain under seal for a period of two years after the date of issuance of this order. During this two-year period, this information will remain under seal and may not be viewed by any person other than the assigned Commissioner, the assigned Administrative Law Judge, the Assistant Chief Administrative Law Judge, or the Chief Administrative Law Judge, except as agreed to in writing by Windstream Corporation or their successors in interest, or as ordered by a court of competent jurisdiction. If Windstream Corporation, or its successors in interest, believe that it is necessary for this information to remain under seal for longer than two years, Windstream Corporation, or their successors in interest may file a new motion at least 30 days before the expiration of this limited protective order.

4. Application 11-08-012 is closed.

This order is effective today.

Dated November 10, 2011, at San Francisco, California.

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