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PA Bulletin, Doc. No. 21-311

NOTICES

PENNSYLVANIA PUBLIC
UTILITY COMMISSION

General Rule Transaction

[51 Pa.B. 1114]
[Saturday, February 27, 2021]

 A-2021-3024111, A-2021-3024112, A-2021-3024113, A-2021-3024115, A-2021-3024116 and A-2021-3024117. American Telephone Company, LLC; Mass Comm, LLC; Windstream D&E Systems, Inc.; Windstream KDL, Inc.; Windstream Norlight, Inc.; Windstream NTI, Inc.; Windstream Services, LLC; and Windstream Enterprise Holdings, LLC. Joint application on behalf of American Telephone Company, LLC; Mass Comm, LLC; Windstream D&E Systems, Inc.; Windstream KDL, Inc.; Windstream Norlight, Inc.; Windstream NTI, Inc.; Windstream Services, LLC; and Windstream Enterprise Holdings, LLC for approval of a pro forma transaction and any approvals required under 66 Pa.C.S. §§ 101—3316 (relating to Public Utility Code) for an internal corporate restructuring.

 The joint application was filed as a pro forma transaction under 52 Pa. Code § 63.325(a) (relating to Commission approval of a pro forma transaction subject to 66 Pa.C.S. §§ 1102(a)(3) and 1103) because the joint applicants claim that the transaction consists of transferring the equity of the American Telephone Company, LLC; Mass Comm, LLC; Windstream D&E Systems, Inc.; Windstream KDL, Inc.; Windstream Norlight, Inc.; Windstream NTI, Inc. (collectively, ''Windstream CLEC'') from Windstream Services, LLC to its subsidiary Windstream Enterprise Holdings, LLC. The joint applicants seek to transfer the Windstream CLECs from one holding company to another within the Windstream corporate structure and that there will be no change in the ultimate ownership of the Windstream CLECs or a new ultimate ''controlling interest'' as that term is defined at 52 Pa. Code § 63.322 (relating to definitions). Additionally, the transaction will not involve a change of service provider for any customer of the Windstream CLECs and the change of holding company will be transparent to the Windstream CLECs' customers.

 However, the Pennsylvania Public Utility Commission (Commission) has determined that the intra-company consolidation results in the transfer of 100% of the membership interests of the Windstream CLECs from Windstream Services, LLC to Windstream Enterprise Holdings, LLC. Under 52 Pa. Code § 63.324(a) (relating to Commission approval of a general rule transaction subject to 66 Pa.C.S. §§ 1102(a)(3) and 1103), a transaction that results in the transfer of 20% or more of the assets or of the direct or indirect control of an applicant is a general rule transaction. The Commission therefore reclassifies the joint application as a general rule transaction per 52 Pa. Code § 63.325(b).

 Formal protests and petitions to intervene must be filed in accordance with 52 Pa. Code (relating to public utilities) on or before Monday, March 15, 2021. Filings must be made with the Secretary of the Pennsylvania Public Utility Commission, 400 North Street, 2nd Floor, Harrisburg, PA 17120, with a copy served on the applicant. The documents filed in support of the application are available only online for inspection and copying on the Commission's web site at www.puc.pa.gov and at the applicant's business address. In accordance with the Commission's Emergency Order at M-2020-3019262, all parties participating in matters pending before the Commission are required to eFile their submissions by opening an eFiling account—free of charge—through the Commission's web site and accepting eService.

 Joint Applicants: American Telephone Company, LLC; MassComm, LLC; Windstream D&E Systems, Inc.; Wind- stream KDL, Inc.; Windstream Norlight, Inc.; Wind- stream NTI, Inc.; Windstream Services, LLC; Windstream Enterprise Holdings, LLC

 Through and By Counsel: Deanne M. O'Dell, Esquire, Sarah Stoner, Esquire, Eckert Seamans Cherin & Mellott, LLC, 213 Market Street, 8th Floor, Harrisburg, PA 17101, (717) 237-6000, fax (717) 237-6019, DODell@eckertseamans.com, SStoner@eckertseamans.com

ROSEMARY CHIAVETTA, 
Secretary

[Pa.B. Doc. No. 21-311. Filed for public inspection February 26, 2021, 9:00 a.m.]


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