Attachment Exhibit F

This document pretains to SES-T/C-20130917-00813 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2013091700813_1012255

                                                                           FCC Form 312
                                                                               Exhibit F
                                                                              Page 1 of 1


                           Notification of Pro Forma Transfer of Control
                                     (Response to Question A21)


        Windstream Corporation (“Windstream”) and Windstream Holdings, Inc.
(“Windstream Holdings”), pursuant to Sections 1.948(c)(1) and (d) of the Commission’s
rules, hereby notify the Commission that on August 30, 2013 they completed a pro forma
transfer of control of Windstream and the receive-only earth station registrant referenced
in the preceding FCC Form 312 (the “Registrant”).1 Specifically, through a series of
interrelated transactions that closed in quick succession, Windstream Holdings was
created and positioned in the chain of ownership as the new, publicly-traded, parent
holding company of Windstream (the previous, publicly-traded parent) and its various
subsidiaries holding FCC authorizations, including the Registrant. The existing
shareholders of Windstream became shareholders of Windstream Holdings in the same
amounts and percentages as they held before the transaction. As a result, this transfer of
control did not result in any change in the ultimate beneficial ownership of the Registrant,
and was thus entirely pro forma in nature.
        The structural changes to the company effectuated by this transfer of control are
intended to increase the company’s overall efficiency, making it more attractive to
potential creditors, thereby improving its access to debt and equity capital. This, in turn,
enables both the holding company and its operating subsidiaries to keep their cost of
capital low. The parties therefore respectfully request that the Commission update its
license records to reflect consummation of this pro forma change to the Registrant’s
ownership.




1
    47 C.F.R. § 1.948(c)(1), (d).



Document Created: 2013-09-12 19:21:11
Document Modified: 2013-09-12 19:21:11

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