PUBLIC NOTICE Federal Communications Commission 445 12th St., S.W. Washington, D.C. 20554 News Media Information 202 / 418-0500 Internet: http://www.fcc.gov TTY: 1-888-835-5322 DA 09-2523 Released: December 2, 2009 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF NUVOX, INC. TO WINDSTREAM CORPORATION NON-STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 09-211 Comments Due: December 16, 2009 Reply Comments Due: December 23, 2009 On November 19, 2009, NuVox, Inc. (NuVox) and Windstream Corporation (Windstream) (collectively, Applicants) filed an application pursuant to section 63.03 of the Commission’s rules1 seeking approval to transfer control of NuVox and its subsidiaries to Windstream. Applicants do not seek streamlined treatment for this application. NuVox, a privately-held Delaware corporation headquartered in Greenville, South Carolina, operates, through subsidiaries, in numerous small and medium-sized markets throughout 16 contiguous Midwestern and Southeastern states.2 NuVox is an integrated communications provider of voice and data telecommunications services with approximately 90,000 business customers. NuVox also provides interstate virtual private line services to customers located outside of its 16-state footprint. Windstream, a publicly-traded Delaware corporation headquartered in Little Rock, Arkansas with no 10 percent or greater interest holders, provides incumbent and competitive local exchange carrier (LEC) services and long distance services primarily in rural areas in 16 states.3 Windstream, through its subsidiaries, provides local and long distance telephone services to approximately three million 1 47 C.F.R § 63.03; see 47 U.S.C. § 214. Applicants are also filing applications for transfer of control associated with authorization for international services. Any action on this domestic section 214 application is without prejudice to Commission action on other related, pending applications. 2 NuVox’s operating subsidiaries provide interexchange and competitive local exchange telecommunications services in the following states: Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Mississippi, Missouri, North Carolina, Ohio, Oklahoma, South Carolina and Tennessee. Additionally, NewSouth Communications of Virginia, Inc., a Virginia corporation that is wholly owned by NuVox Communications, is authorized to provide telecommunications services in Virginia, but does not currently provide services. 3 Applicants state that Windstream’s subsidiaries provide service in the following states: Alabama, Arkansas, Florida, Georgia, Kentucky, Mississippi, Missouri, Nebraska, North Carolina, New York, New Mexico, Ohio, Oklahoma, Pennsylvania, South Carolina, and Texas. residential and business access lines, broadband and high-speed data services to more than one million customers, and video services through a partnership with DISH. On November 2, 2009, NuVox and Windstream signed an Agreement and Plan of Merger providing for Windstream’s ultimate acquisition of all of the shares of, and sole controlling interest in, NuVox. Under the terms of the agreement, NuVox will merge with Night Merger Sub, Inc. (Newco), a Delaware corporation and wholly-owned subsidiary of Windstream. Upon consummation of the transaction, the separate corporate existence of Newco will cease and NuVox will continue as the surviving corporation in the merger as a subsidiary of Windstream. Applicants state that a grant of this application will serve the public interest, convenience, and necessity. Applicants state that the proposed transaction will be seamless to subscribers and will not adversely affect the rates for service that customers currently experience. Applicants maintain that the proposed transaction will strengthen Windstream’s position as a competitive LEC outside of its incumbent LEC footprint, giving it entry as a competitor to dominant incumbent LECs in new small and medium-sized markets. Applicants contend that the proposed transaction will result in efficiencies and economies of scale that will improve the combined company’s economic viability, and thus, its ability to attract financing to invest in and offer new and innovative services. GENERAL INFORMATION The transfer of control and assets identified herein has been found, upon initial review, to be acceptable for filing as a non-streamlined application. The Commission reserves the right to return any transfer application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules and policies. Pursuant to section 63.03(a) of the Commission’s rules, 47 CFR § 63.03(a), interested parties may file comments on or before December 16, 2009 and reply comments on or before December 23, 2009. Comments may be filed using: (1) the Commission’s Electronic Comment Filing System (ECFS), (2) the Federal Government’s e-Rulemaking Portal, or (3) by filing paper copies. See Electronic Filing of Documents in Rulemaking Proceedings, 63 FR 24121 (1998). § Electronic Filers: Comments may be filed electronically using the Internet by accessing the ECFS: http://www.fcc.gov/cgb/ecfs/ or the Federal e-Rulemaking Portal: http://www.regulations.gov. Filers should follow the instructions provided on the website for submitting comments. § For ECFS filers, if multiple docket or rulemaking numbers appear in the caption of this proceeding, filers must transmit one electronic copy of the comments for each docket or rulemaking number referenced in the caption. In completing the transmittal screen, filers should include their full name, U.S. Postal Service mailing address, and the applicable docket or rulemaking number. Parties may also submit an electronic comment by Internet e-mail. To get filing instructions, filers should send an e-mail to ecfs@fcc.gov, and include the following words in the body of the message, “get form.” A sample form and directions will be sent in response. § Paper Filers: Parties who choose to file by paper must file an original and four copies of each filing. If more than one docket or rulemaking number appears in the caption of this proceeding, filers must submit two additional copies for each additional docket or rulemaking number. Filings can be sent by hand or messenger delivery, by commercial overnight courier, or by first- class or overnight U.S. Postal Service mail. All filings must be addressed to the Commission’s Secretary, Office of the Secretary, Federal Communications Commission. The Commission’s contractor will receive hand-delivered or messenger-delivered paper filings for the Commission’s Secretary at 236 Massachusetts Avenue, N.E., Suite 110, Washington, D.C. 20002. The filing hours at this location are 8:00 a.m. to 7:00 p.m. All hand deliveries must be held together with rubber bands or fasteners. Any envelopes must be disposed of before entering the building. Commercial overnight mail (other than U.S. Postal Service Express Mail and Priority Mail) must be sent to 9300 East Hampton Drive, Capitol Heights, MD 20743. U.S. Postal Service first-class, Express, and Priority mail should be addressed to 445 12th Street, S.W., Washington D.C. 20554. People with Disabilities: To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at (202) 418-0530 (voice), (202) 418-0432 (tty). In addition, one copy of each pleading must be sent to each of the following: 1) The Commission’s duplicating contractor, Best Copy and Printing, Inc., 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554, www.bcpiweb.com; phone: (202) 488-5300 fax: (202) 488-5563; 2) The Commission’s duplicating contractor, Best Copy and Printing, Inc., fcc@bcpiweb.com; phone: (202) 488-5300; fax: (202) 488-5563; 3) Tracey Wilson-Parker, Competition Policy Division, Wireline Competition Bureau, tracey.wilson-parker@fcc.gov; 4) Dennis Johnson, Competition Policy Division, Wireline Competition Bureau, dennis.johnson@fcc.gov; 5) Jim Bird, Office of General Counsel, jim.bird@fcc.gov. Filings and comments are available for public inspection and copying during regular business hours at the FCC Reference Information Center, Portals II, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. They may also be purchased from the Commission’s duplicating contractor, Best Copy and Printing, Inc., Portals II, 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554; telephone: (202) 488-5300; fax: (202) 488-5563; e-mail: fcc@bcpiweb.com; url: www.bcpiweb.com. People with Disabilities: To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at (202) 418-0530 (voice), (202) 418-0432 (tty). For further information, please contact Tracey Wilson-Parker at (202) 418-1394 or Dennis Johnson at (202) 418-0809. - FCC -