Attachment TOC Application

This document pretains to ITC-T/C-20140717-00205 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2014071700205_1054366

B IN G H A M Jean L. Kiddoo Brett P. Ferenchak jean.kiddoo@bingham.com brett.ferenchak@bingham.com July 17, 2014 Via IBFS Marlene H. Dortch, Secretary Federal Communications Commission International Bureau Applications P.O. Box 979093 St. Louis, MO 63197—9000 Re: In the Matter of the Application of Enventis Corporation and Consolidated Communications Holdings, Inc. for authority pursuant to Section 214 of the Communications Act of 1934, as amended, to Transfer Indirect Control of International Carriers Dear Ms. Dortch: On behalf of Enventis Corporation ("Transferor" of "Enventis") and Consolidated Communications Holdings, Inc. ("Transferee" or "CCHI"), (together, the "Applicants"), attached please find an application for approval to transfer indirect control of the subsidiaries of Enventis that hold domestic and/or international Section 214 authority to CCHL Pursuant to Section 63.04(b) of the Commission‘s rules, Applicants submit this filing as a combined domestic section 214 transfer of control application and international section Beijing 214 transfer of control application ("Combined Application"). Applicants are Baston frankfurt simultaneously submitting for filing the Combined Application with the Wireline Hartford Competition Bureau, in accordance with the Commission‘s rules. Hong Kong | Lexington (GSC) London This filing and a valid credit card payment in the amount of $1,130.00 for each licensee, Los Angeles or $3,390.00 in total, which satisfies the filing fee required for this Application under line New York 2(e) of Section 1.1107 of the Commission‘s Rules, are being submitted electronically Orange County through MyIBFS. San Francisco | Santa Monica Silicon Valtey Please direct any questions regarding this filing to the undersigned. Tokyo Washing ton Respectfully submitted, Bingham McCutchen LLP 2020 K Street NW TR T Fpuho Jean L. Kiddoo Washington, DC Brett P. Ferenchak 20006—18a6 +1.202.373.6000 +1.202.373.6001 bingham,co m A/176240417.2











Company, Consolidated Communications of Texas Company, Consolidated Communications of Pennsylvania Company, LLC, SureWest Telephone, SureWest TeleVideo, SureWest Long Distance, and Sure West KS Operations. (h) (Answer to Questions 11 & 12) The 214 Licensees are wholly owned indirect subsidiaries of Enventis Corp. (See Exhibit A for a complete corporate structure.) Enventis Corp. is a widely held publicly traded company (NASDAQ: ENVE). To its knowledge, no person or entity currently has a 10% or greater ownership interest in Enventis Corp. 11 Upon completion of the proposed transaction the following entities will hold a 10% or greater interest in the 214 Licensees: 1) The following entities will hold post-transaction a ten percent (10%) or greater direct interest in the 214 Licensees: Name: Enventis Corporation Address: 221 East Hickory Street Mankato, MN 56002-3248 Citizenship: U.S. Principal Business: Holding Company %Interest: 100% (directly in each 214 Licensee) Name: Consolidated Communications, Inc. ("CCI") Address: 121 South 17th Street Mattoon, Illinois 61938-3987 Citizenship: U.S. Principal Business: Holding Company %Interest: 100% (indirectly as 100% direct owner ofEnventis Corp.) Name: Consolidated Communications Holdings, Inc. Address: 121 South 17th Street Mattoon, Illinois 61938-3987 Citizenship: u.s. Principal Business: Holding Company %Interest: 100% (indirectly as 100% direct owner of CCI) 11 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests. - 11 - A/76234563.7

CCHI is a widely held publicly traded company (NASDAQ: CNSL). To its knowledge, no person or entity currently has a 10% or greater ownership interest in CCHI. CCHI does not have any interlocking directorates with a foreign carrier. (i) (Answer to Question 11) Transferee certifies that (a) it is not a foreign carrier within the meaning of 63 .09(d) of the Commission's Rules and (b) it is not affiliated, within the meaning of 63.09 of the Commission's Rules, and will not become affiliated as a result of the proposed transaction, with any foreign carriers. (j) (Answer to Question 15) Transferee does not seek to provide international telecommunications services to any destination country where: (1) Transferee is a foreign carrier in that country; (2) Transferee controls a foreign carrier in that country; (3) any entity that owns more than 25 percent of Transferee, or that controls Transferee, controls a foreign carrier in that country; or (4) two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate, more than 25 percent of Transferee and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing of international basic telecommunications services in the United States. (k)-(m) Not applicable because Transferee is not a foreign carrier and is not, and will not become as a result of the proposed transaction, affiliated with a foreign carrier. (n) Applicants certify that they have not agreed to accept special concessions, as defined in Section 63.14(b) of the Commission's Rules, directly or indirectly, from any foreign carrier where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future. (o) Applicants certify, pursuant to Sections 1.200 1 through 1.2003 of the Commission's Rules (implementing the Anti-Drug Abuse Act of 1988, 21 U.S.C. § 853(a)), - 12- A/76234563 .7

that no party to this Application, including the 214 Licensees, is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. (p) Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.12(a)-(b) of the Commission's Rules, 47 C.F.R. §63.12(a)- (b). In particular, Section 63.12(c)(l) is inapplicable because none of the Applicants are or are affiliated with any foreign carriers and none of the scenarios outlined in Section 63 .12(c) of the Commission's Rules, 47 C.F.R. § 63.12(c), apply. VI. ADDITIONAL INFORMATION REQUIRED UNDER SECTION 63.04(b) In lieu of an attachment, pursuant to Section 63.04(b) of the Commission's Rules, 12 Applicants submit the following information in support of their request for a transfer of control of the 214 Licensees in order to address the requirements set forth under paragraphs (a)(6) through (a)(12) of Section 63.04. (a)(6) A description of the proposed Transaction is set forth in Section II above. (a)(7) Enventis Corp., through several operating subsidiaries, provides domestic (local exchange and interexchange) telecommunications services in primarily in Iowa, Minnesota and North Dakota, and to a lesser extent in South Dakota and Wisconsin, and also offers interexchange telecommunications services in California, Colorado, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Maryland, Minnesota, Nebraska, North Dakota, Ohio, Pennsylvania, South Carolina, Vermont, Virginia, and Washington. Mankato is an ILEC operating in Mankato, Minnesota. Mid-Communications is an ILEC operating service in Amboy, Cambria, Eagle Lake, Garden City, Good Thunder, Lake Crystal, Madison Lake, Mapleton, Pemberton, St. Clair and Vernon Center, Minnesota. 12 47 C.F.R. § 63.04(b). - 13- N76234563 .7

Heartland is an ILEC operating Akron, Bancroft, Boyden, Doon, Hawarden, Hull, Ireton, Lakota, Rock Rapids, Rock Valley, Sibley, Iowa; West Hawarden and West Akron, South Dakota; and North Rock Rapids, Minnesota. Crystal is a CLEC operating in south central Minnesota and the Des Moines, Iowa, area. Enventis Telecom competitive provider operating primarily in Minnesota and also certain communities in Iowa, North Dakota, South Dakota and Wisconsin. Enventis Telecom is also authorized to provide intrastate interexchange services in California, Florida, Georgia, Illinois, Indiana, Kentucky, Maryland, Montana, New York, Ohio, and Washington and local exchange and interexchange services in Wisconsin. IdeaOne is a CLEC operating in and around Dilworth and Moorhead, Minnesota, and Fargo and West Fargo, North Dakota. CCHI, through several subsidiaries, provides domestic telecommunications services in California, Illinois, Kansas, Missouri, Pennsylvania and Texas as follows: Consolidated Communications Enterprise Services, Inc., is a CLEC, IXC, ISP, Video and VoiP provider operating in Illinois, Pennsylvania and Texas; Consolidated Communications of Texas Company is an ILEC operating in East Texas; Illinois Consolidated Telephone Company 1s an ILEC operating m central Illinois; Consolidated Communications Public Services, Inc., is an inmate payphone services provider operating in Illinois, Missouri, and Texas; Consolidated Communications of Fort Bend Company is an ILEC operating in the Fort Bend, Texas, area; Consolidated Communications Transport Company 1s a CLEC operating m Texas; Consolidated Communications of Pennsylvania Company, LLC 1s an ILEC operating in western Pennsylvania; SureWest Telephone is an ILEC that provides local exchange telephone service in Sacramento and Placer Counties, California and also operates as a CLEC in certain areas in California outside of its ILEC service areas; SureWest Long Distance is a non-dominant interexchange carrier that provides resold long distance services throughout California; - 14- A/76234563 .7

SureWest TeleVideo is a limited facilities-based and resale provider of interexchange and competitive local exchange services carrier that provides competitive local exchange telephone service in portions of Sacramento and Placer Counties, California; SureWest-KS is a competitive provider of intrastate, interstate and international telecommunications services in Kansas and Missouri. The operating subsidiaries of CCHI and the Enventis Corp. do not have any overlapping or adjacent ILEC or CLEC local service territories. Certain of the Consolidated Companies operate as ILECs and/or CLECs in California and Illinois, in which states Enventis Telecom holds statewide authority and provides resold interexchange (but not local) services. (a)(8) This Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(iii) of the Commission's Rules because Enventis Corp.'s and CCHI's ILEC subsidiaries providing local services are independent local exchange carriers (as defined in Section 64.1902 of the Commission's Rules) having, in combination, fewer than two (2) percent of the nation's subscriber lines installed in the aggregate nationwide, and no overlapping or adjacent ILEC service areas. (a)(9) Through this Application, Applicants seek authority with respect to both international and domestic Section 214 authorizations (this Application is being separately and concurrently filed with respect to both types of authorities in compliance with Section 63.04(b) ofthe Commission's rules). (a)(lO) Not applicable. (a)(ll) Not applicable. (a)(l2) A statement showing how grant of this Application will serve the public interest, convenience and necessity is provided in Section III above. CONCLUSION - 15 - N76234563 .7

For the foregoing reasons, Applicants respectfully submit that the public interest, convenience, and necessity would be furthered by a grant of this Application. Applicants respectfully request streamlined and expedited treatment to permit the parties to consummate the proposed Transaction as soon as possible. Respectfully submitted, Jean L. Kiddoo, Esq. Brett P. Ferenchak, Esq. Bingham McCutchen LLP 2020 K Street, N.W. Washington, DC 20006-1806 202-373-6000 (tel) 202-373-6001 (fax) jean.kiddoo@bingham.com brett.ferenchak@bingham.com Counsel for Applicants Dated: July 17, 2014 - 16- N76234563.7

EXHIBIT A Charts of Pre* and Post* Transaction Corporate Structure and the Mergers A/76234563 ,7

Consolidated Communications Holdings, Inc & Subsidiaries @ \Consolidated |c0mmunir_ur-.iu'ns Organizational Chart (page10f3) As of 6130/14 en mpememmage—= Consolidated Communications Holdings, Inc. Consolidated Communications, Inc. J _1 | Consolidated Consolidated Consolidated Consolidated Illinois Consolidated Communications of Texas SureWest Communications Communications of Fort Communications Telephone Company Company Communications Services Company Bend Company Enterprise Services, Inc. Subsidiaries of SureWest Communications Consolidated Communications of Pennsylvania Company, LLC

Consolidated Communications Holdings, Inc & Subsidiaries _ *@iCOHSO!Iida.ted' Organizational Chart (page 2 0f3) . co m m un icaticns As of 6/30/14 nemnnmpnmrege: mm w m spnprmmmmmmenmen mmuune= Consolidated Communications Holdings, Inc. Consolidated Communications, Inc. | Other Subsidiaries of nsfi Consolidated Communications, Sure West Communications Inc. . SureWest Fiber SureWest Telephone SureWest Long Distance SureWest Televideo SureWest Kansas, Inc. Ventures, LLC

Enventis Corporation & Subsidiaries @ \Consolidated® | Co m m un i6 a t 1 on s Organizational Chart (Page 3 of4) As of 6130/14 m sts eommmnmny Enventis Corporation Mankato Citizens Mid— National Crystal Heartland IdeaOne Telecom, | Enterprise Telephone Eventis Telecom, Telecommunications Integration Communications, Cable Network, Inc. F’ependent Billing, Communications, Inc. Inc. Company Inc. Inc. Inc. Company of lowa Services, Inc.

Consolidated Communications Holdings, Inc & Subsidiaries _ _ #1 Consolidated Organizational Chart (rage 4 of4) , |co m m un icaticns Effective Post Close ver—mmenmeny e m <ampamm crame venuem Consolidated Communications Holdings, Inc. Consolidated Communications, Inc. 1 I 1 Other Subsidiaries of Consolidated Communications, Enventis Corporation Inc. 1 I I I I Mankato Citizens Mid— National Crystal n Heartland _ IdeaOQne Telecom, |I Enterprise Telephone Communications, |Cable Network, Inc.] |Independent Billing,| Communications, E"e""s,nTce_'e“m' Telecommunications nc. ‘| | Integration Company Inc. Inc. Inc. Company of lowa Services, Inc.


CERTIFICATION 1, Michael J Shultz, Vice President, Regulatory & Public Policy of Consolidated Communications Holdings, Inc. ("CCH"), hereby certify under penalty ofperjury that I am authorized to make this Certification on behalf of Consolidated Communications Holdings, Inc., the Transferee, in the foregoing application. | further certify that the information in the foregoing application as it pertains to the Transferee and its subsidiaries is true and accurate to the best of my knowledge, and that the Transferee is not subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 853(a), as amended. ] declare under penalty of perjury that the foregoing is true and correct. Executed this Jfl_ day ofJuly, 2014. NLM \Q\{ Michael J \hulu Vice President, Rt.gulalnr) & Pubhc Policy AMRG2MSL3 6

CERTIFICATION I, WilliamVanderSluis, Director — Regulatory of Enventis Corporation, hereby certify under penalty of perjury that I am authorized to make this Certification on behalf of the Transferor and 214 Licensees in the foregoing application. I further certify that the information in the foregoing application as it pertains to the Transferor and the 214 Licensees is true and accurate to the best of my knowledge, and that neither the Transferor nor the 214 Licensees are subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 853(a), as amended. 1 declare under penalty of perjury that the foregoing is true and correct. Executed this 7day of July, 2014. William VanderSluis Director — Regulatory AFMO2345G3 6


Document Created: 2014-07-17 14:41:36
Document Modified: 2014-07-17 14:41:36
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