Attachment Pro Forma Notice

This document pretains to ITC-T/C-20160126-00040 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016012600040_1124013

Morgan, Lewis & Bockius LLP
2020 K Street NW
Washington, DC 20006-1806
Tel. +1.202.373.6000
Fax: +1.202.373.6001
www.morganlewis.com


Russell M. Blau
Brett P. Ferenchak
russell.blau@morganlewis.com
brett.ferenchak@morganlewis.com




January 26, 2016

VIA IBFS

Marlene Dortch, Secretary
Federal Communications Commission
Office of the Secretary
445 12th Street, S.W.
Room TW-A325
Washington, DC 20554
Attn: International Bureau

Re:       Notice of a Pro Forma Intra-Company Change Resulting in the Pro Forma Transfer
          of Control of Certain International Section 214 Authorizations

Dear Ms. Dortch:

Crystal Communications, Inc. (“Crystal”), Enventis Telecom, Inc. (“Enventis Telecom”), and
IdeaOne Telecom, Inc. (“IdeaOne”), pursuant to 47 C.F.R. § 63.24(f), notify the Commission of
an intra-company change (the “Pro Forma Change”) that resulted in the pro forma transfer of
direct control of Crystal, Enventis Telecom and IdeaOne and their international Section 214
authorizations (“Authorizations” and each an “Authorization”) from Enventis Corporation to
Consolidated Communications, Inc. (“CCI”).1 Since Enventis Corporation was a direct, wholly
owned subsidiary of CCI, the transfer of control was pro forma in nature. The Pro Forma
Change, along with certain other pro forma intra-company changes, was undertaken to simply
the corporate structure and reduce the reporting and accounting burdens of the company and
provide operational efficiencies.




1
        Crystal, Enventis Telecom, IdeaOne, Enventis and CCI are collectively referred to as the
“Parties.”




Almaty Astana Beijing Boston Brussels Chicago Dallas Dubai Frankfurt Hartford Houston London Los Angeles Miami Moscow New York
Orange County Paris Philadelphia Pittsburgh Princeton San Francisco Santa Monica Silicon Valley Singapore Tokyo Washington Wilmington


Marlene Dortch, Secretary
January 26, 2016
Page 2

                         Information Required by Section 63.24(f)(2)

As required by Section 63.24(f)(2), CCES provides the following information required by
63.18(a) through (d) and (h):

Sections 63.18(a): Name, address and telephone number of the Parties:

       Crystal Communications, Inc.
       Enventis Telecom, Inc.
       IdeaOne Telecom, Inc.
       Enventis Corporation
       Consolidated Communications, Inc.
       121 South 17th Street
       Mattoon, Illinois 61938-3987
       (217) 235-3311

Sections 63.18(b): Organization of the Parties:

       Crystal, Enventis Telecom and IdeaOne are Minnesota corporations.

       CCI is an Illinois corporation.

       Enventis was a Minnesota corporation.

Section 63.18(c): Correspondence concerning this filing should be sent to the Parties’ counsel:

              Russell M. Blau
              Brett P. Ferenchak
              Morgan, Lewis & Bockius LLP
              2020 K Street, N.W.
              Washington, DC 20006-1806
              202-373-6000 (Tel)
              202-373-6001 (Fax)
              russell.blau@morganlewis.com
              brett.ferenchak@morganlewis.com

Section 63.18(d): The Parties hold or held the following Authorizations:

       Crystal holds international Section 214 authority to provide global resale services granted
       in IB File No. ITC-214-19971029-00668 (old File No. ITC-97-676).


Marlene Dortch, Secretary
January 26, 2016
Page 3

       Enventis Telecom holds international Section 214 authority to provide global or limited
       global resale services granted in IB File No. ITC-214-20051013-00409.2

       IdeaOne holds international Section 214 authority to provide global or limited global
       resale services granted in IB File No. ITC-214-20111115-00345.3

       Enventis did not hold international Section 214 authority.

       CCI does not hold international Section 214 authority two subsidiaries of CCI currently
       hold the following Authorizations:

              Consolidated Communications Enterprise Services, Inc. (“CCES”) holds
              international Section 214 authority to provide global or limited global resale
              services granted in IB File No. ITC-214-2006-0106-00007.4

              SureWest TeleVideo holds international Section 214 authority to provide global
              or limited global facilities-based and resale services granted in IB File No. ITC-
              214-20000807-00459.5

       In addition, the Parties’ ultimate parent company, Consolidated Communications
       Holdings, Inc. (“CCHI”) holds Authorization to provide global and limited global
       facilities-based and resale services granted in IB File No. ITC-214- TC-214-20030808-



2
      This Authorization was originally granted to CP Telecom, Inc. and assigned to Enventis
Telecom pursuant to IB File No. ITC-ASG-20110523-00145.
3
       This Authorization was originally granted to IdeaOne Telecom Group, LLC and was
assigned to IdeaOne pursuant to IB File No. ITC-ASG-20120323-00084.
4
        This Authorization was originally granted in the name of Everest Midwest LLC, which
changed its name to SureWest Kansas Operations, LLC (“SWKS Operations”). The
authorization was assigned to SureWest-KS as a result of the consolidated of SWKS Operations
into its parent, SureWest-KS. See IB File No. ITC-ASG-20140107-00005. The Authorization
subsequently was assigned to CCES effective January 1, 2016. See IB File No. ITC-ASG-
INTR2016-00251 (the “SureWest-KS Notification). Upon grant of the SureWest-KS Notification,
CCES will surrender this Authorization.
5
       This Authorization was originally granted to Western Integrated Networks of California,
LLC and was assigned to SureWest TeleVideo pursuant to IB File No. ITC-ASG-20020621-
00379.


Marlene Dortch, Secretary
January 26, 2016
Page 4

       00393.6 CCES provides international telecommunications services pursuant to the
       Authorization of CCHI.

Sections 63.18(h): See Attachment 1 for the ownership of the Parties. See Attachment 2 for
pre-Pro Forma Change and current corporate structure of the Parties.

The Parties certify that the intra-company transaction described herein were pro forma and that,
together with all previous pro forma transactions, did not result in a change in the actual
controlling party of the Parties or Authorizations.

                                    *       *      *       *

This notification letter is being filed electronically via MyIBFS. Please direct any questions to
the undersigned.

Respectfully submitted,
/s/ Brett P. Ferenchak

Russell M. Blau
Brett P. Ferenchak

Counsel for the Parties




6
       This Authorization was assigned to CCHI in IB File No. ITC-ASG-20090130-00047.
Also in that file, CCES notified the Commission that it would provide international services
under CCHI’s Authorization.


                                       ATTACHMENT 1

Answer to Question 11 - Section 63.18(h) Ownership Information

       The following entities currently hold, directly or indirectly, a 10% or greater interest7 in

Crystal Communications, Inc. (“Crystal”), Enventis Telecom, Inc. (“Enventis Telecom”), and

IdeaOne Telecom, Inc. (“IdeaOne”), as calculated pursuant to the Commission ownership

attribution rules for international telecommunications carriers:

               Name:                  Consolidated Communications, Inc. (“CCI”)
               Address:               121 South 17th Street
                                      Mattoon, Illinois 61938-3987
               Citizenship:           U.S. (Illinois)
               Principal Business:    Holding Company
               % Interest:            100% (directly in Crystal, Enventis Telecom and IdeaOne)

               Name:                  Consolidated Communications Holdings, Inc.
               Address:               121 South 17th Street
                                      Mattoon, Illinois 61938-3987
               Citizenship:           U.S. (Delaware)
               Principal Business:    Holding Company
               % Interest:            100% (indirectly as 100% direct owner of CCI)

       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.

Answer to Question 12 - Section 63.18(h) Interlocking Directorates

       Crystal, Enventis Telecom and IdeaOne do not have any interlocking directorates with a

foreign carrier.

Answer to Question 13 - Description of Transfer of Control

       The pro forma transfer of direct control of Crystal, Enventis Telecom and IdeaOne from

Enventis Corporation to CCI (the “Pro Forma Change”) resulted from the merger of Enventis

7
       Unless otherwise indicated, the ownership interests provided herein represent both equity
and voting interests.


Corporation with and into CCI, whereupon CCI was the surviving entity and the separate

existence of Enventis Corporation ceased. The merger was effective January 1, 2016. Before the

Pro Forma Change, Enventis Corporation was a direct, wholly owned subsidiary of CCI and

Crystal, Enventis Telecom and IdeaOne were direct, wholly owned subsidiaries of Eventis

Corporation. Following the Pro Forma Change, Crystal, Enventis Telecom and IdeaOne are

direct, wholly owned subsidiaries of CCI.




                                    Attachment 1 - Page 2


               ATTACHMENT 2

Corporate Organizational Structure of the Parties
    Before and After the Pro Forma Change


                                                                     ATTACHMENT 2*


                    Pre-Pro Forma Change                                                                Current
               Organizational Chart of the Parties*                                        Organizational Chart of the Parties*

                                     Shareholders                                                               Shareholders


                    Consolidated Communications Holdings Inc.                               Consolidated Communications Holdings Inc.
                                        (“CCHI”)                                                                    (“CCHI”)




                           Consolidated Communications, Inc.                                       Consolidated Communications, Inc.
       Enventis                          (“CCI”)                                                                     (“CCI”)
    Corporation
merged with and
  into CCI, with
  CCI surviving                       Enventis
                                     Corporation
                                                                                    Crystal                        Enventis                  IdeaOne
                                                                               Communications, Inc.              Telecom, Inc.             Telecom, Inc.
                                                                                     (“Crystal”)              (“Enventis Telecom”)           (“IdeaOne”)



           Crystal                     Enventis             IdeaOne
      Communications, Inc.           Telecom, Inc.        Telecom, Inc.
             (“Crystal”)           (“Enventis Telecom”)    (“IdeaOne”)




                                                                                     * The entities listed herein only include the Parties and those
                                                                                     entities in the chain of ownership of the Parties. The chart
                                                                                     excludes all other subsidiaries of CCI including those that hold
                                                                                     authorizations or licenses from the FCC or state regulators.
    All ownership percentages are 100%.


                                       VERIFICATION


        I, Michael J Shultz, am Vice President, Regulatory & Public Policy of Consolidated

 Communications Holdings, Inc. ("CCHI"); that I am authorized to make this Verification on

 behalf of CCHI and its subsidiaries; that the foregoing filing was prepared under my direction

 and supervision; and that the contents are true and correct to the best of my knowledge,

 information, and belief.

        I declare under penalty of perjury that the foregoing is true and correct. Executed this

Zfiday of January 2016.



                                             \Pera"7(
                                           \Michael J. Shultz
                                                  |
                                            Vice President, RegulA     &Public Policy
                                            Consolidated Communications Holdings, Inc.



Document Created: 2016-01-26 12:44:23
Document Modified: 2016-01-26 12:44:23

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