Attachment 12 11 17 Transfer of

This document pretains to ITC-T/C-20171214-00219 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017121400219_1314908

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) Lackawaxen Telecommunications Services, Inc., ) and ) ) Lackawaxen Long Distance Company, ) ) Transferors, ) ) WC Docket No. 17— ) and ) ) Laurel Highland Total Communications, ) Inc., ) ) ) Transferee. ) ) For Consent to Transfer Control pursuant to ) Section 214 of the Communications Act of 1934, ) as amended . ) JOINT APPLICATION FOR TRANSFER OF CONTROL OF DOMESTIC AND INTERNATIONAL AUTHORIZATION®S Lackawaxen Telecommunications Services, Inc. ("LTSI") and Lackawaxen Long Distance Company ("LLDC") (the "Lackawaxen Companies" or "Transferors" collectively, or individually, a "Company" or "Transferor") through their direct parent company, Lackawaxen Telecom, Inc. ("LTT") and ultimate parent company, LTC Communications, Inc. ("LCI"), and Laurel Highland Total Communications, Inc. ("LHTC") (or "Transferee") (collectively, the Lackawaxen Companies, LCI and LHTC being the "Applicants"), hereby submit this Application for authorization to transfer control of each of the Lackawaxen Companies to LHTC. Except for LTI, which is a Delaware corporation, each of the other companies involved in this transaction is a Pennsylvania corporation. The transfer of control will be consummated through

a "reverse triangular merger" whereby, after Laurel Submerg, Inc. (a Pennsylvania corporation wholly—owned by LHTC) merges into LCI with LCI being the surviving corporation, LHTC will then acquire 100% of the outstanding shares of LCI which will result in the transfer of ownership and control of LTI and its wholly—owned subsidiaries, the Lackawaxen Companies, to LHTC. Post consummation, the Lackawaxen Companies will: (1) continue to provide those services they each currently provide; and (2) will each become indirect wholly—owned subsidiaries of LHTC. For the reasons stated herein, Applicants respectfully submit that this Application is subject to the Commission‘s "streamlined" processing rules found in Section 63.12 and Section 63.03, and thus prompt approval can be accomplished in a manner that raises no competitive concerns that could delay Commission approval of the transaction. SECTION 63.04(a) INFORMATION I. Background LTSI is a rural incumbent local exchange carrier ("RLEC") operating in portions of Wayne and Pike Counties in northeastern Pennsylvania, providing local exchange and exchange access service to approximately 1,600 access lines in this rural area. LTSI is a wholly—owned subsidiary of LTI which, in turn, is a wholly—owned subsidiary of LCI. LLDC is a reseller of long distance services operating in and around the service area of LTSI. LLDC provides its resold long distance service to approximately 1,300 customers." LLDC is also a wholly—owned subsidiary of LTT. ‘LLDC has also received certifications from the Pennsylvania Public Utility Commission ("PA PUC") to provided competitive local exchange carrier ("CLEC") service within the service territories of Verizon Pennsylvania LLC, Verizon North LLC, and The United Telephone Company of Pennsylvania d/b/a CenturyLink and competitive access service throughout Pennsylvania. LLDC has also filed intrastate tariffs to address the CLEC and CAP services that it may provide. Presently, however, LLDC is not rendering any CLEC or CAP services.

II. Description of the Transaction This application proposes the transfer of control of the Section 214 authorizations held by LTSI and LLDC. Pursuant to the proposed transaction, the transfer of control will be consummated through a "reverse triangular merger" whereby, after Laurel Submerg, Inc. (a Pennsylvania corporation wholly owned by LHTC) merges into LCI with LCI being the surviving corporation, LHTC will then acquire 100% of the outstanding shares of LCI which will result in the transfer of ownership and control to LHTC of the LCI indirect wholly—owned subsidiaries, the Lackawaxen Companies. Post consummation, the Lackawaxen Companies will continue to exist and operate in their respective service territories, under the same names, and provide service pursuant to the then—existing rates, terms and conditions. No carrier change charges are associated with the transaction, and no customer service or billing contact information will change as a result of the transfer. The transaction will not affect customers‘ preferred carrier freezes. Accordingly, the proposed transactions will be transparent to consumers. The Applicants have or will shortly be seeking authorization from the PA PUC. As is true with the required FCC approvals, PA PUC prior authorization is required in order to consummate the proposed transaction. III. Transfer of Control of International Section 214 Authorization Applicant LLDC resells switched international long distance toll services to residential and business customers pursuant to an international Section 214 authorization granted by the Nonetheless, out of an abundance of caution, the Applicant request that this aspect of LLDC‘s blanket domestic Section 214 authorization be transferred as part of this Application.

Commission under File No. ITC—214—19961105—00554." In accordance with the requirements of Section 63.24(e) of the Commission‘s Rules, Applicants submit the following Section 63.18 information: (1) Name, address and telephone number of each applicant. Transferors: Lackawaxen Companies Frank M. Coughlin President LTC Communications, Inc. 104 Hotel Road, PO Box 8 Rowland PA 18457 Telephone: (315) 446—2690 Fax: (570) 685—0039 Transferee: LHTC James J. Kail President and CEO Laurel Highland Total Communications, Inc. 4157 Main Street Stahlstown, Pennsylvania 15687 Telephone: (724) 593—2411 Facsimile: (724) 593—2423 (2) Government, state or territory under the Iaws of which each corporate or partnership applicant is organized. LTSI is a Pennsylvania corporation and is organized under the laws of the Commonwealth of Pennsylvania. * The information contained herein references both LTSI and LLDC. The combined LTSI and LLDC information is provided because it is relevant to the Applicants‘ responses in Section IV infra regarding the transfer of the domestic Section 214 authorizations held by LTSI and held by LLDC. As noted in this Section III, the only international authorization is that held by LLDC. LTSI has no international Section 214 authorization.

LLDC is a Pennsylvania corporation and is organized under the laws of the Commonwealth of Pennsylvania. LCI is a Pennsylvania corporation and is organized under the laws of the Commonwealth of Pennsylvania. LTI is a Delaware corporation and is organized under the laws of the State of Delaware. Laurel Submerg, Inc. is a Pennsylvania corporation and is organized under the laws of the Commonwealth of Pennsylvania. LHTC is a Pennsylvania corporation and is organized under the laws of the Commonwealth of Pennsylvania. (3) Name, title, post office address, and telephone number of the officer or contact point to whom correspondence concerning the application is to be addressed. Transferors: Lackawaxen Companies Frank M. Coughlin President LTC Communications, Inc. 104 Hotel Road, PO Box 8 Rowland PA 18457 Telephone: (315) 446—2690 Facsimile: (570) 685—0039 With copies to: Philip W. Fisher, Esquire Reger Rizzo & Darnall LLP Circa Centre, 13¢" Floor 2929 Arch Street Philadelphia, PA 19104 Telephone: (215) 495—6500 Facsimile: (215) 495—6600 Sylvia Lesse, Esquire Communications Advisory Counsel, LLC 5151 Wisconsin Avenue, NW

Suite 311 Washington, D.C. 20016 Telephone: (202) 296—9052 Facsimile: (202) 318—3213 Transferee: LHTC James J. Kail President and CEO Laurel Highland Total Communications, Inc. 4157 Main Street Stahlstown, Pennsylvania 15687 Telephone: (724) 593—2411 Facsimile: (724) 593—2423 With copies to: Thomas J. Moorman, Esquire Woods & Aitken LLP 5151 Wisconsin Avenue, NW Suite 310 Washington, D.C. 20016 Telephone: (202) 944—9502 Facsimile: (202) 944—9501 Donald J. Snyder, Jr., Esquire McDonald Snyder, P.C. 1004 Ligonier Street, 4‘" Floor Latrobe, PA 15650 Telephone: (724) 539—3511 Facsimile: (724) 539—3527 (4) Statement as to whether the applicants had previously received authority under Section 214 of the Act. LTSI holds a blanket domestic Section 214 authorization as provided for under 47 C.F.R. § 63.01. LLDC holds a blanket domestic Section 214 authorization as provided for under 47 C.F.R. § 63.01and holds an international Section 214 authorization under File No. ITC—214— 19961105—00554. (5) Name, address, citizenship and principal business of any person or entity that directly or indirectly owns at least ten percent of the equity of the applicant entities. 6

Transferor: The Lackawaxen Companies are wholly owned subsidiaries of LTI. LTI is a wholly owned subsidiary of LCI. The shareholders that own Ten Percent (10%) or more of the issued and outstanding stock of LCI, and thus indirectly the Lackawaxen Companies are provided below. Percent Name Occupation Citizenship Ownership Hale S. Coughlin, Jr. Irrevocable Trust Organized under laws of the State of New York; N/A USA 45.05% Co—Trustees: Ann M. Coughlin, Frank M. Coughlin, Hale S. Coughlin III, and John Coughlin Ann M. Coughlin Retired USA 19.20% Frank M. Coughlin Telecommunications USA 10.06% Ann M. Coughlin, Frank M. Coughlin, Hale S. Coughlin III and John Coughlin are United States citizens." The address for each LCI shareholder is 7000 E. Genesee St., Lyndon Office Bldg. "A", Fayetteville, NY 13066—1195. Following closing (1) LTSI will continue to operate as an RLEC serving its service territory, using the same assets as it did prior to the closing and (2) LLDC will continue to * The Applicants note that Hale S. Coughlin III and John Coughlin also are each individual shareholders of LCI with each of the individuals owning less than ten percent (10%) of LCI‘s shares.

operate as a provider of resold interstate interexchange and international services in the areas served by LTSI. Transferee: LHTC is a holding company organized under the laws of the Commonwealth of Pennsylvania and owns six (6) telecommunications carriers operating in the Commonwealth of Pennsylvania. No shareholder owns Ten Percent (10%) or more of the issued and outstanding stock of LHTC. Operational control of LHTC rests with its Board of Directors and its President and CEO. The individuals comprising the Board of Directors and the President and CEO of LHTC are as follows: Name Title Occupation Citizenship Morgan D. Withrow Chairman of the Board Retired USA J. Harold Saylor Vice Chairman of the Board Retired USA Connie B. Beam Secretary & Board Member Retired USA Dennis Piper Board Member CPA USA John E. Shaffer Board Member Retired USA James J. Kail President and CEO Telecommunications USA The address for each of these individuals is: 4157 Main Street, Stahlstown, Pennsylvania 15687. LHTC also owns 100% of the issued and outstanding stock of the following telecommunications carriers: Name Type of Carrier Operations Laurel Highland Rural Incumbent Local PA PUC certificated area in Telephone Company Exchange Carrier Southwestern Pennsylvania Laurel Highland Competitive Local Exchange Southwestern Pennsylvania Telephone Company —CLEC Carrier and Competitive providing service in discrete Division Access Provider areas outside service areas of Laurel Highland Telephone

Company and Yukon—Waltz Telephone Company Laurel Highland Long Resale Interexchange Carrier Southwestern Pennsylvania Distance Company providing resold long distance service in areas in and around the area served by Laurel Highland Telephone Company) South Canaan Rural Incumbent Local PA PUC Telephone Company Exchange Carrier certificated area in Northeastern Pennsylvania South Canaan Resale Interexchange Carrier Northeastern Pennsylvania Long Distance Company providing resold long distance service in areas in and around the area served by South Canaan Telephone Company. Yukon—Waltz Rural Incumbent Local PA PUC— Telephone Company Exchange Carrier certificated area in Southwestern Pennsylvania Yukon—Waltz Resale Interexchange Carrier Southwestern Pennsylvania Communications, Inc. providing resold long distance service in areas in and around the area served by Yukon—Waltz Telephone Company. The foregoing reflects all 10% or more derivative equity interests of the Applicants. Upon the consummation of the proposed transaction, services currently provided by the Lackawaxen Companies will continue as noted below. Name Type of Carrier Operations Lackawaxen Rural Incumbent Local Pennsylvania PUC—certificated Telecommunications Services, Exchange Carrier area in portions of Wayne and Inc. (LTST") Pike Counties, Pennsylvania Lackawaxen Long Distance Resale Interexchange Carrier Northeastern Pennsylvania Company ("LLDC") providing resold long

distance service in areas in the area served by Lackawaxen Telecommunications Services, Inc. (6) Certification as to whether or not Transferee is, or is affiliated with, a foreign carrier. LHTC certifies that it is not a foreign carrier in any country, nor is it affiliated with any foreign carrier. (7) Certification as to whether or not Transferee seeks to provide international telecommunications services to any country for which certain conditions are true. Upon consummation, LLDC certifies that it does not seek to provide international telecommunications services to any destination country to which 47 C.F.R. § 63.18(j)(1) through (J)(4) applies. (8) Showing regarding provision of international telecommunications service to a country where the applicant is a foreign carrier or is affiliated with a foreign carrier. N/A (9) Regulatory classification under Section 63.10 of the Rules for foreign—affiliated carrier. N/A (10) Certification that applicant has not agreed to accept special concessions directly or indirectly from any foreign carrier. Upon consummation, LLDC certifies that it (a) has not agreed to accept special concessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end of the route and (b) will not enter into such agreements in the future. 10

(11) Certification pursuant to 47 C.F.R. §§ 1.2001—1.2003 that no party to the application is subject to denial of federal benefits pursuant to section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 583. Applicants hereby certify, pursuant to 47 C.F.R. §§ 1.2001—1.2003, that to the best of their knowledge, information, and belief, no party to the application is subject to denial of federal benefits pursuant to section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 583. (12) Qualification for streamlined processing. This Application qualifies for streamlined processing under Sections 63.12(a) and (b) of the Commission‘s Rules. No party is affiliated with any foreign carrier in any destination market. No party has an affiliation with a dominant US carrier whose international switched or private line services the applicants seek authority to resell, and none is anticipated as a result of the public offering which likely will result in widely held interests. No party to this application seeks authority to provide switched basic services over private lines to a country for which the Commission has not previously authorized the provision of switched services over private lines. Authorization is sought to complete a public sale that would continue the current operations as a non—dominant carrier reselling the international switched services of one or more unaffiliated US carriers. IV. Transfer of Control of Domestic Section 214 Authorizations Pursuant to Section 63.04(b) of the Commission‘s Rules, Applicants submit information required pursuant to Sections 63.04(a)(1) through 63.04(a)(12) of the Commission‘s Rules: (1) The name, address and telephone number of each applicant. Please see Section III(1). (2) The government, state, or territory under the laws of which each corporate or partnership applicant is organized. Please see Section III(2). 11

(3) The name, title, post office address, and telephone number of the officer or contact point, such as legal counsel, to whom correspondence concerning the application is to be addressed. ' Please see Section III(3). (4) The name, address, citizenship and principal business of any person or entity that directly or indirectly owns at least ten (10) percent of the equity of the applicant, and the percentage of equity owned by each of those entities (to the nearest one (1) percent). Please see Section III(5). (3) Certification pursuant to §§1.2001 through 1.2003 of this chapter that no party to the application is subject to a denial of Federal benefits pursuant to section 5301 of the Anti—Drug Abuse Act of 1988. See 21 U.S.C. 853. Please see Section III(11). (6) Description of the Transaction. Please see Section II. (7) Description of the geographic areas in which the transferor and transferee (and their affiliates) offer domestic telecommunications services, and what services are provided in each area. With respect to the Transferors, please see Section I. With respect to the Transferees, please see Section III(5), including pre— and post— consummation. (8) Statement as to how the application fits into one or more of the presumptive streamlined categories in Section 63.03 of the Commission‘s Rules or why it is otherwise appropriate for streamlined treatment. Applicants request streamlined treatment of this Application in accordance with Sections 63.03(b)(2)(ii) and (iii). With respect to Section 63.03(b)(2)(iii), LTSI serves 1,600 access lines in portions of Wayne and Pike Counties in northeastern Pennsylvania, which is fewer than two 12

(2) percent of the nation‘s subscriber lines installed in the aggregate nationwide," and the transaction will result in no new overlapping or adjacent service areas with another incumbent local exchange carrier. See Attachment A. With respect to Section 63.03(b)(2)(ii), neither LTSI or any currently owned LHTC— affiliated RLEC provides competitive telephone exchange services or exchange access services within the service area of LTSI. See 47 C.F.R. § 63.03(b)(2)(ii). Moreover, neither Laurel Highland Long Distance Company, South Canaan Long Distance Company nor Yukon—Waltz Communications, Inc. provide telephone exchange service or exchange access. See id. Thus, the presumptive streamlining of the instant Application is proper under Section 63.03(b)(2)(ii) and (iii) of the Commission‘s Rules. (9) Identification of all other Commission applications related to the same transaction. In addition to the transfers of control noted herein regarding LTSI‘s domestic Section 214 authority and LLDC‘s domestic and international Section 214 authorities, the Applicants will also be filing an application for the transfer of control of Station WPTA456, LTSI‘s Industrial/Business Pool Conventional Radio license. * As of June 30, 2016, the Commission reported that the retail switched access lines were approximately 62,276,000 nationwide. See Voice Telephone Services: Status as ofJune 30, 2016 (Industry Analysis and Technology Division, Wireline Competition Bureau, April, 2017), Figure 2. LTSI‘s 1,600 access lines are far less than 2% of the nation‘s access lines reported by the Commission. Even if LHTC‘s separate RLEC operations are considered (Laurel Highland Telephone Company (approximately 3,600 access lines), South Canaan Telephone Company (approximately 1,650 access lines) and Yukon—Waltz Telephone Company (approximately 500 access lines), the post—consummation of the RLEC affiliates commonly owned by LHTC would be approximately 7,350 access lines, again considerable less than 2% of the presubscribed access lines. 13

(10) Statement of whether the applicants are requesting special consideration because either party to the transaction is facing imminent business failure. Neither party to the transaction is facing imminent business failure. Therefore, Applicants are not requesting special consideration for this reason. (11) Identification of any separately filed waiver requests being sought in conjunction with the transaction No separately filed waiver requests are being sought in conjunction with the transaction. (12) Statement showing how grant of the application will serve the public interest, convenience and necessity, including any additional information that may be necessary to show the effect of the proposed transaction on competition in domestic markets Applicants respectfully submit that a grant of this application for the transfer of control of the Companies is in the public interest. Upon consummation of the contemplated transaction, LTSI and LLDC will continue to provide the same high—quality, modern services to their current respective subscribers as those provided today, and will do so in a manner that will render the transfers for which authorization is sought herein transparent to their respective customers. LHTC‘s management has a demonstrated commitment to the provision of high quality telecommunications services in rural areas of the Commonwealth of Pennsylvania and will continue to advance that commitment through the operations of LTSI and LLDC, which commitments will redound to the benefit of the customers of LTSI and of LLDC. In addition, prompt grant of this Application will allow LHTC and its operating telecommunications carriers to take advantage of increased efficiencies that will be realized from broader—based rural operations associated with it and its affiliated RLECs® operations while, at the same time, expanding post—consummation through the operations of the LTSI and LLDC, LHTC‘s existing corporate commitment to having its telecommunications carrier operations 14

provide high—quality, reasonably priced rural telecommunications services in Pennsylvania. Applicants respectfully submit that this result can be accomplished in a manner that raises no competitive concerns that should delay Commission approval of the transaction. Accordingly, the Applicants respectfully submit that the public interest would be served by a grant of this requested transfer of control. v. CONCLUSION For the foregoing reasons, the Applicants respectfully request the expeditious grant of this Application. Respectfully submitted, Lackawaxen Telecommunications Services, Inc. and Lackawaxen Long Distance Company / / « z’f / .L';»'/ Ei l4 ;‘V CfiA / Sylvia Lesse,Esquire Communications Advisory Counsel, LLC 5151 Wisconsin Avenue, NW Suite 311 Washington, D.C. 20016 Telephone: (202) 296—9052 Facsimile: (202) 318—3213 Their Attorney Laurel Highland Total Communications, Inc. Jé/d [/G%fl(w Thomas J. MgOrman Woods & KMtken LLP 5151 Wisconsin Avenue, NW Suite 310 Washington, D.C. 20016 Telephone: (202) 944—9502 Facsimile: (202) 944—9501 December 11, 2017 Its Attorney 15

Attachment A South Canaan Telephone Company Lackawaxen Telecommunications Services, Inc. Yukon Waltz _ Telephone Company & Laurel Highland Telephone Company

DECLARATION I, Frank M. Coughlin, President of LTC Communications, Inc. (the "Company"), do hereby declare under penalties of perjury that I have read the foregoing "Joint Application for Transfer of Control of Domestic and International Authorizations," and the information contained therein regarding the Company and its affiliates is true and accurate to the best of my knowledge, information, and belief. / CA 77@’// Date: —z/~/7 2 E{ankM. cOugrsf President LTC Commumcatlons, Inc.

DECLARATION I, James J. Kail, President and Chief Executive Office of Laurel Highland Total Communications, Inc. (the "Company"), do hereby declare under penalties of perjury that I have read the foregoing "Joint Application for Transfer of Control of Domestic and International Authorizations," and the information contained therein regarding the Company and its affiliates is true and accurate to the best of my knowledge, information, and belief. //,(Z;// Date: _/A////7 James LEKAil — President and Chief Executive Office Laurel Highland Total Communications, Inc.

CERTIFKCATE OF SERVICE I, Thomas J. Moorman, of Woods & Aitken LLP, 5151 Wisconsin Avenue, N.W., Suite 310, Washington, DC 20016, do hereby certify that on this 1 1°" day of December, 2017, the foregoing "Joint Application for Transfer of Control of Domestic and International Authorizations" was mailed, first class postage prepaid, to the following: The Honorable Tom Wolf Governor, Commonwealth of Pennsylvania Office of the Governor 508 Main Capitol Building Harrisburg, PA 17120 US Department of Defense Assistant Secretary for Network Information and Integration (NI) 6000 Defense Pentagon Washington, DC 20301—6000 Department of State EB/CIP/SCA Room 4826 2201 C Street, N.W. Washington, DC 20520 *Jodie May Wireline Competition Bureau Federal Communications Commission 445 12¢" Street, S.W. Washington, D.C. 20554 *Sumita Mukhoty International Bureau Federal Communications Commission 445 12¢" Street, S.W. Washington, D.C. 20554 * via email


Document Created: 2017-12-14 17:53:56
Document Modified: 2017-12-14 17:53:56
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