6. Issues Before the Commission

The major issue in this proceeding is whether the Commission should approve the transaction, including the Settlement Agreement that leads to the requested change in control of the SureWest Companies.

To reach this result, the Commission must first determine whether the Settlement Agreement meets the conditions for the approval of a settlement, and then determine whether the proposed financial transaction, as modified by the Settlement Agreement, is in the public interest.

In light of the all-party Settlement Agreement, the Commission must ensure that this Settlement Agreement meets the "preconditions" of D.92-12-019 and must determine whether the settlement is reasonable in light of the whole record, consistent with the law, and in the public interest. If this is the case, then the Commission can adopt the terms of the settlement.

The Application seeks "approval pursuant to §§ 851-854 for certain Consolidated Companies to acquire control of the SureWest Companies, and for additional approvals as may be necessary to complete the proposed transaction in this proceeding, including authorization for SureWest Telephone to encumber its assets to secure debt."³⁷

If the transaction, as modified by the Settlement Agreement, serves the public interest and meets the criteria for a change of control, then the Commission can approve the transaction.

³⁷ Joint Motion at 3.