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Paetec Holding Corporation To Windstream Corporation

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Released: September 15, 2011


Federal Communications Commission

News Media Information 202 / 418-0500

445 12th St., S.W.


Washington, D.C. 20554

TTY: 1-888-835-5322

DA 11-1563

Released: September 15, 2011




WC Docket No. 11-142

Comments Due: September 29, 2011
Reply Comments Due: October 6, 2011

PAETEC Holding Corporation (PAETEC) and Windstream Corporation (Windstream) (together,
Applicants) filed applications pursuant to section 214 of the Communications Act of 1934, as amended,
47 U.S.C. 214, seeking approval for various assignments and transfers of control of PAETEC and its
subsidiaries to Windstream.
PAETEC, a Delaware corporation, provides through its competitive local exchange carrier
(LEC) subsidiaries telecommunications services primarily to business customers in 49 states and the
District of Columbia.1 PAETEC operates seven data centers in the United States and owns approximately
36,700 route miles of fiber in portions of 39 states and the District of Columbia. Applicants state that
neither PAETEC nor its subsidiaries provide incumbent LEC services in any state.
Windstream, a publicly-traded Delaware corporation with no 10 percent or greater interest
holders, provides incumbent LEC services in Alabama, Arkansas, Florida, Georgia, Iowa, Kentucky,
Minnesota, Mississippi, Missouri, Nebraska, New Mexico, New York, North Carolina, Ohio, Oklahoma,
Pennsylvania, South Carolina and Texas. Windstream's competitive LEC subsidiaries offer service in
Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Minnesota,
Mississippi, Missouri, Nebraska, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina,

1 This includes all states with the exception of Alaska. The following subsidiaries of PAETEC hold section 214
authorization: PaeTec Corp. (holding international 214 authorization through its subsidiaries PaeTec
Communications, Inc. and PaeTec Communications of Virginia, Inc.); McLeodUSA Telecommunications Services
L.L.C.; US LEC LLC; US LEC Communications, LLC; US LEC of Alabama, LLC; US LEC of Florida; US LEC of
Georgia; US LEC of Maryland; US LEC of North Carolina, LLC; US LEC of Pennsylvania, LLC; US LEC of South
Carolina, LLC; US LEC of Tennessee, LLC; US LEC of Virginia, LLC; Cavalier Telephone, LLC; Cavalier
Telephone Mid-Atlantic, LLC; Talk America, Inc.; Talk America of Virginia, Inc.; LDMI Telecommunications,
Inc.; Network Telephone Corp.; The Other Telephone Company, Inc.; and Intellifiber Networks, Inc. Except for
PAETEC Corp. and US LEC LLC, which only hold international section 214 authorizations under which certain of
their subsidiaries operate, and Talk America of Virginia, Inc., which only holds domestic 214 authorization, each
PAETEC Licensee holds domestic section 214 authorization and holds (or operates under a parent company's)
international section 214 authorization. Applicants filed a supplement to their applications on September 14, 2011.

Tennessee, and Texas and Wisconsin. Applicants state that there are certain markets in Buffalo and
Syracuse, New York; Charlotte, North Carolina; Atlanta, Georgia; and Louisville and Winchester,
Kentucky in which PAETEC's competitive LEC service areas overlap with Windstream's incumbent
LEC service areas.
Pursuant to an Agreement and Plan of Merger (the Agreement), by and among Windstream,
Peach Merger Sub, Inc. (MergerCo) (a direct, wholly-owned subsidiary of Windstream created for the
purpose of the merger), and PAETEC, Windstream will acquire PAETEC. Under the terms of the
Agreement, PAETEC will merge with MergerCo, and upon consummation of the merger, PAETEC will
continue as the surviving corporation in the merger as a wholly owned subsidiary of Windstream. Thus,
as a result of the proposed transaction, Windstream will be the new parent company of PAETEC and its
Applicants state that the proposed transaction is in the public interest. They maintain that
acquisition of PAETEC will expand the network coverage of Windstream's subsidiaries to 42 states and
expand Windstream's route miles to 100,000 miles across the country, thus advancing Windstream's
ability to deploy and maintain innovative telecommunications offerings, benefiting consumers and
serving the public interest, convenience and necessity. Applicants claim that the transaction will also
allow each merging company to benefit from the other's innovative product offerings, advanced network
capabilities, technical and financial strengths and complementary services, which together will help the
combined entity compete with local exchange carriers, incumbent cable companies and other
communications carriers. Applicants assert that there are a minimal number of overlaps between
Windsteam's incumbent LEC and PAETEC's competitive LEC operations, and that there are other
competitors in each of these overlapping areas. Finally, Applicants submit that the transaction itself is not
expected to adversely affect customers' rates or other terms of service.




The Applicants filed an application to transfer control of domestic section 214 authority in
connection with the proposed transaction.2 They do not seek streamlined treatment for this application
under section 63.03(b) of the Commission's rules.3 In light of the multiple applications pending before
the Commission with respect to this transaction and the public interest review associated with them, the
domestic transfer of control application is not subject to streamlined treatment.4



The application for consent to the transfer of control of certain international section 214
authorizations from PAETEC to Windstream has been assigned the file numbers listed below.

File Number

Authorization Holder

Authorization Number

McLeodUSA Telecommunications

2 PAETEC Holdings Corporation and Windstream Corporation, Applications for Consent to Transfer of Control
Under Section 214 of the Communications Act, as Amended, WC Docket No. 11-142 (filed Aug. 23, 2011).
3 47 C.F.R. 63.03(b).
4 See Implementation of Further Streamlining Measures for Domestic Section 214 Authorizations, Report and Order,
17 FCC Rcd 5517, 5535, para. 34 (2002).

Services, Inc.
Network Telephone Corp.
US LEC Corp.
Talk America, Inc.
The Other Phone Company, Inc.
LDMI Telecommunications, Inc.
Intellifiber Networks, Inc.
US LEC of Georgia, Tennessee,
Virginia, Florida, S. Carolina
US LEC of North Carolina Inc.


This proceeding shall be treated as a "permit-but-disclose" proceeding in accordance with the
Commission's ex parte rules.5 Persons making ex parte presentations must file a copy of any written
presentation or a memorandum summarizing any oral presentation within two business days after the
presentation (unless a different deadline applicable to the Sunshine period applies). Persons making oral
ex parte presentations are reminded that memoranda summarizing the presentation must (1) list all
persons attending or otherwise participating in the meeting at which the ex parte presentation was made,
and (2) summarize all data presented and arguments made during the presentation. If the presentation
consisted in whole or in part of the presentation of data or arguments already reflected in the presenter's
written comments, memoranda or other filings in the proceeding, the presenter may provide citations to
such data or arguments in his or her prior comments, memoranda, or other filings (specifying the relevant
page and/or paragraph numbers where such data or arguments can be found) in lieu of summarizing them
in the memorandum. Documents shown or given to Commission staff during ex parte meetings are
deemed to be written ex parte presentations and must be filed consistent with rule 1.1206(b). In
proceedings governed by rule 1.49(f) or for which the Commission has made available a method of
electronic filing, written ex parte presentations and memoranda summarizing oral ex parte presentations,
and all attachments thereto, must be filed through the electronic comment filing system available for that
proceeding, and must be filed in their native format (e.g., .doc, .xml, .ppt, searchable .pdf). Participants in
this proceeding should familiarize themselves with the Commission's ex parte rules.


The applications have been found, upon initial review, to be acceptable for filing. The
Commission reserves the right to return any application if, upon further examination, it is determined to
be defective and not in conformance with the Commission's rules or policies. Final action on these
applications will not be taken earlier than thirty-one days following the date of this Public Notice.6
Interested parties must file petitions to deny or comments no later than

September 29, 2011

Persons and entities that timely file comments or petitions to deny may participate fully in the proceeding.
Replies must be filed no later than

October 6, 2011

. All filings concerning matters referenced in this
Public Notice should refer to

DA 11-1563


WC Docket No. 11-142

, as well as the specific file
numbers of the individual applications or other matters to which the filings pertain.
Under the Commission's procedures for the submission of filings and other documents,
submissions in this matter may be filed electronically (i.e., though ECFS) or by hand delivery.

5 47 C.F.R. 1.1200 et seq.
6 See 47 U.S.C. 309(b).

Electronic Filers: Comments may be filed using the Commission's Electronic Comment Filing
System (ECFS) at See Electronic Filing of Documents in
Rulemaking Proceedings
, 63 FR 24121 (1998).

Paper Filers: Parties who choose to file by paper must file an original and one copy of each
filing. If more than one docket or rulemaking number appears in the caption of this proceeding,
filers must submit two additional copies for each additional docket or rulemaking number.
Filings can be sent by hand or messenger delivery, by commercial overnight courier, or by first-
class or overnight U.S. Postal Service mail. All filings must be addressed to the Commission's
Secretary, Office of the Secretary, Federal Communications Commission.

All hand-delivered or messenger-delivered paper filings for the Commission's Secretary
must be delivered to FCC Headquarters at 445 12th St., SW, Room TW-A325,
Washington, DC 20554. The filing hours are 8:00 a.m. to 7:00 p.m. All hand deliveries
must be held together with rubber bands or fasteners. Any envelopes and boxes must be
disposed of before entering the building.

Commercial overnight mail (other than U.S. Postal Service Express Mail and Priority
Mail) must be sent to 9300 East Hampton Drive, Capitol Heights, MD 20743.

U.S. Postal Service first-class, Express, and Priority mail must be addressed to 445 12th
Street, SW, Washington DC 20554.
People with Disabilities: To request materials in accessible formats for people with disabilities (braille,
large print, electronic files, audio format), send an e-mail to or call the Consumer &
Governmental Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty).
Additionally, filers must deliver courtesy copies by email or facsimile to the following
Commission staff:
1) Dennis Johnson, Competition Policy Division, Wireline Competition Bureau, at or (202) 418-1413 (facsimile);
2) David Krech, Policy Division, International Bureau, at or (202) 418-2824
(facsimile); and
3) Neil Dellar, Office of General Counsel, at or (202) 418-1234 (facsimile).
People with Disabilities: To request materials in accessible formats for people with disabilities (braille,
large print, electronic files, audio format), send an e-mail to or call the Consumer &
Governmental Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty).
For further information, contact Dennis Johnson, Competition Policy Division, Wireline
Competition Bureau, at (202) 418-0809 or David Krech, Policy Division, International Bureau, at
(202) 418-7443.

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