Attachment TOC Application

This document pretains to ITC-T/C-20140718-00216 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2014071800216_1054367

   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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