ALJ/RWC/eam Date of Issuance 11/14/2011

Decision 11-11-017 November 10, 2011

BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA

Joint Application of PaeTec Communications, Inc. (U6097C), McLeodUSA Telecommunications Services, LLC (U5712C), Talk America, Inc. (U5535C), LDMI Telecommunications, Inc. (U5837C) and Windstream Corporation for Approval of the Indirect Transfer of Control of PaeTec Communications, Inc., McLeodUSA Telecommunications Services, LLC, Talk America, Inc., and LDMI Telecommunications, Inc. to Windstream Corporation.

Application 11-08-012 (Filed August 12, 2011)

DECISION APPROVING INDIRECT TRANSFER OF CONTROL OF PAETEC COMMUNICATIONS, INC., MCLEODUSA TELECOMMUNICATIONS SERVICES, LLC, TALK AMERICA, INC., AND LDMI TELECOMMUNICATIONS, INC. TO WINDSTREAM CORPORATION

Summary

We approve the joint application of PaeTec Communications, Inc., McLeodUSA Telecommunications Services, LLC, Talk America, Inc., and LDMI Telecommunications, Inc. (the PAETEC Regulated Entities) and Windstream Corporation (Windstream) to undertake a transaction that will result in the indirect transfer of control of the PAETEC Regulated Entities to Windstream through the merger of the PAETEC Regulated Entities' ultimate parent, PAETEC Holding Corporation (PAETEC) into a subsidiary of Windstream created for the purpose of this transaction, with PAETEC emerging as the surviving entity and as a subsidiary of Windstream.

We also conclude that the transaction underlying the transfer qualifies for an exemption from the California Environmental Quality Act (CEQA), and accordingly, no additional environmental review is required. We also conclude that the transfer is in the public interest.